Deliveries By Closing Time. (a) Deliveries: By the Closing Time: (i) all actions required to be taken by or on behalf of the Corporation including, without limitation, the passing of all required resolutions of the directors, including committees of the directors, and shareholders, if applicable, of the Corporation, shall have occurred in order to complete the transactions contemplated by this Agreement and the Subscription Agreements, including, without limitation, to issue the Offered Securities, and a certified copy of all such resolutions shall have been delivered by the Corporation to the Agents; (ii) the Corporation shall have delivered or caused to be delivered to the Agents: A. a legal opinion of counsel to the Corporation, Fasken Xxxxxxxxx DuMoulin LLP, addressed to the Agents and the Purchasers addressing the subject matter in Schedule “A” hereto, it being understood that such counsel may rely on opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than the Provinces of British Columbia, Alberta and Ontario and the federal laws of Canada applicable therein, B. a legal opinion of U.S. counsel to the Corporation addressed to the Agents and the Purchasers to the effect that no registration of the Offered Securities will be required under the U.S. Securities Act, it being understood that such counsel need not express its opinion with respect to any subsequent resales, C. a title opinion of Xxxxxxx & Xxxx LLP, counsel to the Corporation with respect to title to the property used in the Lost Creek Project with a covering letter addressed to the Agents and the Purchasers, D. a certificate dated the Closing Date signed by an appropriate officer of the Corporation and addressed to, among others, the Agents and the Purchasers with respect to the articles and by-laws of the Corporation, the resolutions of the directors and shareholders, if any, of the Corporation and any other corporate action taken relating to this Agreement and the Ancillary Documents and with respect to such other matters as the Agents may reasonably request and including specimen signatures of the signing officers of the Corporation, E. a Subscription Agreement from each Purchaser accepted by the Corporation, F. definitive certificates representing the Offered Securities registered in the names of the Purchasers or in such other name or names as the Purchasers or the Agents may direct or electronic registration representing the Offered Securities registered in the name of CDS & Co. as the Agents may direct, G. the lock-up agreements executed by certain officers and directors of the Corporation, as requested by the Agents acting reasonably, and H. such further documents as may be contemplated by this Agreement or as the Agents may reasonably require, all of which documents referenced in this clause 5(a)(ii) shall be in form and substance satisfactory to the Agents; (iii) on or prior to Closing, the Corporation shall have delivered to the Agents a written direction of the Corporation directing the Agents to deliver the net proceeds from the sale of the Offered Securities to the Corporation in accordance with clause 5(a)(iv) below; and (iv) the Agents shall have delivered or cause to be delivered to the Corporation: A. payment of the aggregate Purchase Price for the Offered Securities purchased by the Purchasers net of (i) the commission payable by the Corporation to the Agents as provided in section 7 of this Agreement, and (ii) the expenses payable by the Corporation to the Agents as provided in section 13 of this Agreement, by wire transfer as directed in writing by the Corporation, against delivery from the Corporation to the Agents of a receipt for the aggregate Purchase Price for such Offered Securities, less the foregoing amounts, and B. such further documents as may be contemplated by this Agreement or as the Corporation may reasonably require, all in form and substance satisfactory to the Corporation.
Appears in 1 contract
Samples: Agency Agreement (Ur-Energy Inc)
Deliveries By Closing Time. At the Closing Time,
(a) Deliveries: By the Closing TimeCorporation will deliver to the Agent:
(i) all actions required legal opinions dated the applicable Closing Date of legal counsel to be taken by the Corporation (or, in the case of an opinion with respect to a Subsidiary, of legal counsel to such Subsidiary) addressed to, among others, the Agent, Computershare, their respective legal counsel and the Purchasers satisfactory in form and substance to counsel to the Agent, acting reasonably, addressing the following:
(A) the Corporation is existing and in good standing under the laws of the Province of British Columbia and has not been dissolved;
(B) each Subsidiary is existing and in good standing under the laws of its jurisdiction of incorporation or on behalf organization, and has not been dissolved;
(C) the Corporation and each Subsidiary is duly registered to do business and is in good standing in each jurisdiction in which the location or character of its assets or the nature of its activities make registration necessary;
(D) the authorized and issued share capital of the Corporation includingand each Subsidiary;
(E) the corporate power, without limitationauthority, and capacity of the Corporation to carry on its business as now conducted and to own or lease and operate the property and assets thereof, to enter into and perform its obligations under each of the Transaction Documents and the Ancillary Agreements, and to issue the Offered Units, the passing of Broker Warrants, the Broker Units underlying the Broker Warrants, the Debentures and Warrants underlying the Offered Units and Broker Units, the Debenture Shares, and the Warrant Shares;
(F) all required resolutions necessary corporate action having been taken to authorize the execution and delivery of the directors, including committees Transaction Documents by the Corporation and the performance by the Corporation of its obligations thereunder;
(G) each of the directorsTransaction Documents having been duly executed and delivered by the Corporation, and shareholders, if applicable, constituting a valid and binding obligation of the Corporation, shall have occurred enforceable against the Corporation in order accordance with its terms, subject to complete applicable bankruptcy, insolvency and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that equitable remedies, including specific performance, are discretionary and may not be ordered in respect of certain defaults;
(H) all necessary corporate action has been taken by each Subsidiary, as applicable, to authorize the execution and delivery of certain Material Agreements, and that each such Material Agreement has been duly executed and delivered by each applicable party, and constitutes a valid and binding obligation of each such party, enforceable against each such party in accordance with its terms, subject to applicable bankruptcy, insolvency and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that equitable remedies, including specific performance, are discretionary and may not be ordered in respect of certain defaults;
(I) the offering and sale of the Offered Units and the Broker Warrants, the execution and delivery of the Transaction Documents, and the performance by the Corporation of its obligations under the Transaction Documents and the consummation of the transactions contemplated by this Agreement therein, do not result in a breach or violation of, or conflict with, or result in a default under: (1) any of the constating documents or articles of the Corporation; (2) any resolutions of the directors or shareholders of the Corporation; or (3) any statute, rule or regulation applicable to the Corporation;
(J) the Offered Units (and underlying securities) and Broker Warrants (and underlying securities) have been duly and validly authorized and:
(1) the Offered Units, and the Subscription AgreementsDebentures and Warrants underlying each Offered Unit, have been validly created and issued;
(2) the Broker Warrants have been validly created and issued;
(3) upon due exercise of the Broker Warrants in accordance with their terms, including full payment of the exercise price for each Broker Unit, the Debentures and Warrants underlying each of Broker Unit will be validly created and issued;
(4) the Debenture Shares issuable upon conversion of Debentures (including, without limitationfor greater certainty, Debentures underlying Offered Units and any Broker Units issuable upon exercise of Broker Warrants) have been reserved for issuance to issue the holders of Debentures, and upon conversion of the Debentures in accordance with their terms, the Debenture Shares will be validly issued as fully paid and non-assessable shares of the Corporation; and
(5) the Warrant Shares underlying Warrants (including, for greater certainty, Warrants underlying Offered Units and any Broker Units issuable upon exercise of Broker Warrants) have been reserved for issuance to the holders of Warrants, and upon due exercise of the Warrants in accordance with their terms, including full payment of the exercise price for each Warrant Share, the Warrant Shares will be validly issued as fully paid and non- assessable shares of the Corporation;
(K) the offering, issuance and sale of the Offered SecuritiesUnits to the Purchasers and the granting and issuance of the Broker Warrants to the Agent have been effected in such a manner as to be exempt from the prospectus requirements of applicable Securities Laws, and a certified copy of all such resolutions shall have been delivered no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained by the Corporation under applicable Securities Laws in connection therewith, subject to the Agentsfiling of applicable exempt distribution reports and other customary filings;
(L) the issuance and delivery of the Debentures and Warrants underlying the Offered Units, the Broker Units upon exercise of the Broker Warrants, the Debentures and Warrants underlying the Broker Units, the Debenture Shares upon conversion of the Debentures (including, for greater certainty, Debentures underlying Offered Units and any Broker Units issuable upon exercise of Broker Warrants), and the Warrant Shares upon exercise of the Warrants (including, for greater certainty, Warrants underlying Offered Units and any Broker Units issuable upon exercise of Broker Warrants) is or will be exempt from the prospectus requirements of applicable Securities Laws, and no documents are or will be required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under applicable Securities Laws to permit the issuance and delivery of any such securities;
(M) no other documents will be required to be filed, proceedings taken, approvals, permits, consents or authorizations obtained under Securities Laws to permit the first trade of the Debentures and Warrants underlying the Offered Units, the Broker Units upon exercise of the Broker Warrants, the Debentures and Warrants underlying the Broker Units, the Debenture Shares upon conversion of the Debentures (including, for greater certainty, Debentures underlying Offered Units and any Broker Units issuable upon exercise of Broker Warrants), and the Warrant Shares upon exercise of the Warrants (including, for greater certainty, Warrants underlying Offered Units and any Broker Units issuable upon exercise of Broker Warrants) made through a registrant registered in an appropriate category under applicable Securities Laws who has complied with such Securities Laws, and provided that at the time of such first trade:
(1) the Corporation is and has been a “reporting issuer” for the four months immediately preceding the first trade in a jurisdiction of Canada;
(2) at the time of the first trade, at least four months have elapsed from the “distribution date” (as such term is defined in NI 45-102) of the applicable security;
(3) the certificates representing the securities that are the subject of the trade were issued with a legend stating the prescribed restricted period in accordance with Section 2.5(2)3(i) of NI 45- 102 or if the securities are entered into a direct registration or other electronic book-entry system, or if the purchaser did not directly receive a certificate representing the security, the purchaser received written notice containing the legend restriction notation set out in Section 2.5(2)3(i) of NI 45-102;
(4) such trade is not a “control distribution” (as such term is defined in NI 45-102);
(5) no unusual effort is made to prepare the market or create a demand for the securities that are the subject of the trade;
(6) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and
(7) if the selling securityholder is an insider or officer of the Corporation at the time of the first trade, the selling securityholder has no reasonable grounds to believe that the Corporation is in default of securities legislation;
(N) the Corporation is a “reporting issuer” in each of the Reporting Jurisdictions and is not included in the list of defaulting issuers maintained by the Securities Commissions in the Reporting Jurisdictions, as the case may be, pursuant to the applicable Securities Laws;
(O) Computershare has been duly appointed as the trustee for the Debentures under the Debenture Indenture, and the Warrants under the Warrant Indenture;
(P) the forms of certificate representing the Debentures, Warrants and Broker Warrants (as applicable) have been approved by the board of directors of the Corporation and conform with the provisions of the Corporations Act (British Columbia) and the constating documents of the Corporation; and
(Q) such other matters as the Agent may reasonably request;
(ii) the Corporation shall have delivered or caused to be delivered to the Agents:
A. a legal opinion of counsel to the Corporation, Fasken Xxxxxxxxx DuMoulin LLP, addressed to the Agents and the Purchasers addressing the subject matter in Schedule “A” hereto, it being understood that such counsel may rely on opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than the Provinces of British Columbia, Alberta and Ontario and the federal laws of Canada applicable therein,
B. a legal opinion of U.S. counsel to the Corporation addressed to the Agents and the Purchasers to the effect that no registration of the Offered Securities will be required under the U.S. Securities Act, it being understood that such counsel need not express its opinion with respect to any subsequent resales,
C. a title opinion of Xxxxxxx & Xxxx LLP, counsel to the Corporation with respect to title to the property used in the Lost Creek Project with a covering letter addressed to the Agents and the Purchasers,
D. a certificate dated the applicable Closing Date signed by an appropriate officer the Chief Executive Officer and Chief Financial Officer of the Corporation and addressed to, among others, the Agents Agent and the Purchasers with respect respect:
(A) to the articles and by-laws notice of articles of the Corporation, the resolutions of the directors and shareholders, if any, of the Corporation with respect to the Offering;
(B) and any other corporate action taken relating to this Agreement and the Ancillary Transaction Documents and with respect to such other matters as the Agents Agent may reasonably request and including specimen signatures of the signing officers of the Corporation;
(iii) Subscription Agreements, E. a Subscription Agreement from each Purchaser accepted and executed by the Corporation, F. definitive certificates representing Corporation in accordance with Section 5(b);
(iv) the Offered Securities registered in Units, represented by way of an instant deposit to or for the names account of the Purchasers or in such other name or names as the Purchasers or the Agents may direct or electronic registration representing the Offered Securities Agent with CDS, a global certificate registered in the name of CDS & Co. or its nominee for the purposes of being held by or on behalf of CDS for Book Entry Only Participants, as the Agents may directAgent will direct the Corporation in writing before the Closing Time;
(v) one or more executed certificates representing the Broker Warrants, G. registered as the lock-up agreements executed by certain officers and directors of Agent will direct the Corporation, as requested by Corporation in writing before the Agents acting reasonably, and H. Closing Time; and
(vi) such further documents as may be contemplated by this Agreement or as the Agents Agent may reasonably require, all of which documents referenced in this clause 5(a)(ii) shall be in form and substance reasonably satisfactory to the Agents;Agent.
(iii) on or prior to Closing, the Corporation shall have delivered to the Agents a written direction of the Corporation directing the Agents to deliver the net proceeds from the sale of the Offered Securities to the Corporation in accordance with clause 5(a)(iv) below; and
(ivb) the Agents Agent shall have delivered or cause to be delivered to the Corporation:
A. (i) payment of the aggregate Purchase Price for the Offered Securities Units purchased by the Purchasers net of (i) the commission by wire transfer, certified cheque or bank draft payable by to the Corporation to the Agents as provided in section 7 of this Agreement, and (ii) the expenses payable by the Corporation to the Agents as provided in section 13 of this Agreement, by wire transfer as directed in writing by the Corporation, against delivery from the Corporation to the Agents of a receipt for the aggregate Purchase Price for such Offered Securities, less the foregoing amounts, and B. such further documents as may be contemplated by this Agreement or as the Corporation may reasonably requireotherwise direct in writing; provided, all however, that at the option of the Agent, the Agent may deduct and withhold for the account of the Agent (A) the Agency Fee as provided in form and substance satisfactory to the Corporation.Section 6(a)(i), and
Appears in 1 contract
Samples: Agency Agreement
Deliveries By Closing Time. (a) Deliveries: By the Closing Time:
(i) all actions required to be taken by or on behalf of the Corporation including, without limitation, the passing of all required resolutions of the directors, including committees of the directors, and shareholders, if applicable, of the Corporation, shall have occurred in order to complete the transactions contemplated by this Agreement and the Subscription Agreements, including, without limitation, to create, issue and sell, as applicable, the Offered SecuritiesSubscription Receipts, the Unit Shares, the Warrants and the Warrant Shares, and a certified copy of all such resolutions shall have been delivered by the Corporation to the AgentsUnderwriters;
(ii) the Corporation shall have delivered or caused to be delivered to the Agents:
A. Underwriters a legal opinion with respect to certain corporate and securities law matters, dated as of counsel to the Closing Date, of the Corporation, Fasken Xxxxxxxxx DuMoulin LLP’s Counsel, addressed to the Agents Underwriters, the Subscription Receipt Agent, and the Purchasers addressing the subject matter in Schedule “A” hereto, it being understood that such counsel may rely on opinions of local counsel a form acceptable to them the Underwriters, acting reasonably;
(iii) the Corporation shall have delivered or caused to be delivered to the Underwriters a legal opinion, dated as of the Closing Date, of the Corporation’s Counsel, addressed to matters governed by the laws of jurisdictions other than the Provinces of British Columbia, Alberta and Ontario Underwriters and the federal laws Purchasers in a form acceptable to the Underwriters, acting reasonably, that:
(A) except as a result of Canada applicable therein,any agreement, arrangement, undertaking or understanding to which the Corporation is not a party and of which it had no knowledge, upon issue, the FT Shares are “flow-through shares” as defined in subsection 66(15) of the Tax Act and the FT Shares are not “prescribed shares”, respectively, within the meaning of section 6202.1 of the regulations to the Tax Act
B. (B) the Corporation qualifies as a “principal business corporation” within the meaning of subsection 66(15) of the Tax Act;
(iv) the Corporation shall have delivered or caused to be delivered to the Underwriters a legal opinion from Xxxxx LPC, United States counsel, dated as of U.S. counsel to the Corporation Closing Date, addressed to the Agents and Underwriters, in a form acceptable to the Purchasers Underwriters, acting reasonably, to the effect that no registration of the Offered Securities will be required under the U.S. Securities Act, it being understood Act in respect of the offer and sale of the Non-FT Subscription Receipts that such counsel need not express its opinion with respect are offered and sold to any subsequent resales,U.S. Purchasers;
C. (v) the Corporation shall have delivered or caused to be delivered to the Underwriters a title opinion of Xxxxxxx & Xxxx LLP, counsel to the Corporation with respect to title to the property used in the Lost Creek Project with a covering letter Material Properties addressed to the Agents Underwriters and the Purchasers,, in a form acceptable to the Underwriters, acting reasonably;
D. (vi) the Corporation shall have delivered or caused to be delivered to the Underwriters:
(A) a certificate, dated as of the Closing Date, signed by each of the Chief Executive Officer and the Chief Financial Officer of the Corporation, or such other officers of the Corporation as the Underwriters may agree, certifying for and on behalf of the Corporation, that: (1) no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Corporation (including the Common Shares) has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, threatened by any regulatory authority; (2) the Corporation has duly complied with all the terms, covenants and conditions of this Agreement on its part to be complied with up to the Closing Time; and (3) the representations and warranties of the Corporation contained in this Agreement are true and correct in all material respects as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement, except to the extent that such representations and warranties are given as of a specified date;
(B) a certificate dated as of the Closing Date signed by an appropriate officer of the Corporation and addressed to, among others, the Agents Underwriters and the Purchasers with respect to the articles and by-laws of the Corporation, the resolutions of the board of directors and shareholders, if any, of the Corporation and any other corporate action taken relating to this Agreement and the Ancillary Documents and with respect to such other matters as the Agents Underwriters may reasonably request and including the incumbency and specimen signatures of the signing officers of the Corporation, E. ;
(C) a Subscription Agreement from each Purchaser accepted by the Corporation, F. definitive certificates representing ;
(D) the Offered Securities registered in Subscription Receipt Agreement;
(E) the names of the Purchasers or in such other name or names as the Purchasers or the Agents may direct or electronic registration representing the Offered Securities registered in the name of CDS & Co. as the Agents may direct, G. the executed Warrant Indenture;
(F) executed Broker Warrant Certificates;
(G) lock-up agreements executed by certain officers and directors in favour of the CorporationUnderwriters from each of the directors and officers of the Corporation in form and substance satisfactory to Red Cloud, as requested by the Agents acting reasonably, evidencing such director’s or officer’s agreement not to, without the prior written consent of the Co-Lead Underwriters, such consent not to be unreasonably withheld, offer, sell or resell any Common Shares or financial instruments or securities convertible into or exercisable or exchangeable for Common Shares held by it or agree to or announce any such offer or sale for a period of 90 days following the Closing Date;
(H) a certificate of the transfer agent for the Common Shares as to the issued and H. outstanding Common Shares as at the close of business on the day prior to the Closing Date; and
(I) such further documents as may be contemplated by this Agreement or as the Agents Underwriters may reasonably require, ; all of which documents referenced in this clause 5(a)(ii) shall be in form and substance satisfactory to the AgentsUnderwriters;
(iiivii) on the Corporation shall have delivered or prior cause to Closingbe delivered to the Subscription Recept Agent, funds received by Corporation’s counsel, in trust, in connection with the Subscription Receipts purchased by the Purchasers settling issuer direct with the Corporation;
(viii) the Corporation shall have delivered to the Agents Underwriters a written direction of the Corporation directing the Agents Underwriters to deliver the net gross proceeds from the sale of the Offered Securities Subscription Receipts received by the Underwriters to the Corporation Subscription Receipt Agent in accordance with clause 5(a)(iv4(a)(ix) below; and
(ivix) the Agents Underwriters shall have delivered or cause to be delivered to the Corporation:
A. (A) payment of the aggregate Purchase Price for the Offered Securities purchased by the Purchasers net of (i) the commission payable by the Corporation to the Agents as provided in section 7 of this Agreement, and (ii) the expenses payable by the Corporation to the Agents as provided in section 13 of this Agreement, Subscription Receipt Agent by wire transfer as directed in writing of the gross proceeds from the Offering received by the CorporationUnderwriters, against delivery from the Corporation Subscription Receipt Agent to the Agents Underwriters of a receipt for the aggregate Purchase Price for such Offered Securities, less the foregoing amounts, and B. funds;
(B) an executed Underwriter’s Certificate as set out in Exhibit “I” to Schedule “A” of this Agreement; and
(C) such further documents as may be contemplated by this Agreement or as the Corporation may reasonably require, all in form and substance satisfactory to the Corporation.
Appears in 1 contract
Samples: Underwriting Agreement
Deliveries By Closing Time. (a) Deliveries: By the Closing Time:
(i) all actions required to be taken by or on behalf of the Corporation including, without limitation, the passing of all required resolutions of the directors, including committees of the directors, and shareholders, if applicable, shareholders of the Corporation, shall have occurred in order to complete the transactions contemplated by this Agreement and the Subscription Agreements, including, without limitation, to issue the Offered SecuritiesFlow-Through Shares and Unit Shares, to create and issue the Warrants and the Broker Warrants, to allot and reserve for issuance the Broker Warrant Underlying Warrants and Broker Warrant Underlying Warrant Shares and a certified copy of all such resolutions shall have been delivered by the Corporation to the AgentsAgent;
(ii) the Corporation shall have delivered or caused to be delivered to the AgentsAgent:
A. (A) a favourable legal opinion dated the Closing Date of counsel to the Corporation, Fasken Xxxxxxxxx DuMoulin LLPBlack LLP and favourable legal opinions of local counsel and tax counsel, addressed acceptable to the Agents and the Purchasers addressing the subject matter in Schedule “A” heretoAgent, it being understood that such which counsel may rely on opinions a certificate of local counsel acceptable to them as to matters governed by the laws a senior officer of jurisdictions other than the Provinces of British Columbia, Alberta and Ontario and the federal laws of Canada applicable therein,
B. a legal opinion of U.S. counsel to the Corporation addressed to the Agents and the Purchasers to the effect that no registration of the Offered Securities will be required under the U.S. Securities Act, it being understood that such counsel need not express its opinion with respect to any subsequent resales,
C. a title opinion of Xxxxxxx & Xxxx LLP, counsel to the Corporation with respect to title the factual matters addressed in such opinion addressed to, among others, the Agent and the Purchasers in form and substance acceptable to the property used in the Lost Creek Project with a covering letter addressed to the Agents Agent and the Purchasersits counsel,
D. (B) a certificate dated the Closing Date signed by an appropriate officer of the Corporation and addressed to, among others, the Agents Agent and the Purchasers with respect to the articles and by-laws of the Corporation, the resolutions of the directors and shareholders, if any, of the Corporation and any other corporate action taken relating to this Agreement and the Ancillary Documents and with respect to such other matters as the Agents Agent may reasonably request request, and including specimen signatures of the signing officers of the Corporation,
(C) a certificate dated the Closing Date addressed to, E. among others, the Agent and the Purchasers signed by the chief executive officer and the chief financial officer of the Corporation or any two other senior officers of the Corporation acceptable to the Agent acknowledging that the Agent and the Purchasers are relying on such certificate, the Subscription Agreement and the Information in deciding to invest, certifying for and on behalf of the Corporation to the best or their knowledge, information and belief that:
(I) no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Corporation (including the Offered Securities) has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or threatened, or to the knowledge of such officers, are pending or contemplated by any regulatory authority;
(II) the Corporation has duly complied with all the terms, covenants and conditions of this Agreement on its part to be complied with up to the Closing Time;
(III) the representations and warranties of the Corporation contained in this Agreement are true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement,
(IV) since December 31, 2009, except as disclosed in the Information, there has been no material adverse change (whether actual, anticipated, proposed, prospective or threatened) in the financial condition, assets, liabilities (contingent or otherwise), business, affairs, operations or prospects of the Corporation or in the capital of the Corporation; and
(V) no transaction of a nature material to the Corporation has been entered into by the Corporation, except as disclosed in the Information,
(D) favourable title opinions dated as of a recent date addressed to the Agent and the Purchasers in form and substance acceptable to the Agent and its counsel, acting reasonably with respect to title to the Cxxxxxx property and the GP2 property,
(E) a Subscription Agreement from each Purchaser accepted by the Corporation, F. ,
(F) definitive certificates representing the Offered Securities Flow-Through Shares, Unit Shares and Warrants registered in the names of the Purchasers or in such other name or names as the Purchasers or the Agents Agent may direct or electronic registration direct,
(G) definitive certificates representing the Offered Securities Broker Warrants registered in the name of CDS & Co. the Agent or in such other name or names as the Agents Agent may direct, G. the lock-up agreements executed by certain officers and directors of the Corporation, as requested by the Agents acting reasonably, and H. and
(H) such further documents as may be contemplated by this Agreement or as the Agents Agent may reasonably require, all of which documents referenced in this clause 5(a)(ii) shall be in form and substance satisfactory to the AgentsAgent;
(iii) on or prior to Closing, the Corporation shall have delivered to the Agents a written direction of the Corporation directing the Agents to deliver the net proceeds from the sale of the Offered Securities to the Corporation in accordance with clause 5(a)(iv) below; and
(iv) the Agents Agent shall have delivered or cause to be delivered to the Corporation:
A. (A) payment of in an aggregate amount equal to: (i) the aggregate Purchase Price for the Offered Securities purchased by the Purchasers net of (i) the commission payable by the Corporation to the Agents Agent as provided for in section 7 of this Agreement, Agreement and (ii) the expenses payable by the Corporation to the Agents Agent as provided for in section 13 12 of this Agreement; and (ii) the Commitment Amount, by cheque, bank draft or wire transfer as directed in writing by payable to the Corporation, Corporation against delivery from the Corporation to the Agents Agent of a receipt for the aggregate Purchase Price for such Offered Securitiesamounts,
(B) a Subscription Agreement signed by or on behalf of each Purchaser, less the foregoing amounts, and B. and
(C) such further documents as may be contemplated by this Agreement or as the Corporation may reasonably require, all in form and substance satisfactory to the Corporation.
Appears in 1 contract
Deliveries By Closing Time. (a) Deliveries: By the Closing Time:
(i) 6.1 all actions required to be taken by or on behalf of the Corporation including, without limitationthe filing of articles of amendment creating the Preferred Shares, the passing of all required resolutions of the directors, including committees of the directors, and shareholders, if applicable, shareholders of the Corporation, shall have occurred in order to complete the transactions contemplated by this Agreement and the Subscription AgreementsAncillary Documents, includingincluding to create, without limitationif applicable, to and issue the Offered SecuritiesPreferred Unit Shares, the Unit Shares, the Warrants and the Compensation Options, and to allot and reserve for issuance the Preferred Unit Common Shares, the Warrant Common Shares and the Compensation Option Shares, and a certified copy of all such resolutions shall have been delivered by the Corporation to the Agents;
(ii) 6.2 the Corporation shall have delivered or caused to be delivered to the Agents:
A. 6.2.1 a favourable legal opinion dated the Closing Date of corporate counsel to the Corporation, Fasken Xxxxxxxxx DuMoulin LLPsubstantially in the form set out in Appendix B. In connection with this opinion, addressed corporate counsel to the Corporation may rely on the opinions of local counsel, dated the Closing Date and in form and substance reasonably satisfactory to the Agents and their counsel (signed copies of which shall be addressed to and delivered to the Purchasers addressing the subject matter in Schedule “A” hereto, it being understood that such counsel may rely on opinions of local counsel acceptable Agents and their counsel) with respect to them as to those matters governed by the laws of jurisdictions other than the Provinces those of British Columbia, Alberta and Ontario and or the federal laws of Canada applicable therein,Canada;
B. a 6.2.2 favourable legal opinions from intellectual property counsel to the Corporation dated as of the Closing Date, which shall cover, among other things, matters relating to the Material IP, addressed to the Agents and their counsel, in form and content to the satisfaction of their counsel, acting reasonably;
6.2.3 if any of the Offered Units are sold in the United States, receipt by the Agents of an opinion of U.S. counsel to the Corporation addressed to Corporation, dated the Agents and the Purchasers Closing Date, to the effect that no registration of the Offered Securities will be is required under the U.S. Securities Act1933 Act of, it being understood that such counsel need not express its opinion with respect to any subsequent resales,
C. a title opinion of Xxxxxxx & Xxxx LLPthe Offered Units, counsel to the Corporation with respect to title to the property used Preferred Unit Shares or Unit Shares sold in the Lost Creek Project United States in accordance with a covering letter addressed to the Agents and the Purchasers,this Agreement;
D. 6.2.4 a certificate dated the Closing Date signed by an appropriate officer of the Corporation and addressed to, among others, to the Agents and the Purchasers their counsel with respect to the articles and by-laws of the Corporation, the resolutions of the directors and shareholders, if any, of the Corporation and any other corporate action taken relating to this Agreement and the Ancillary Documents and with respect to such other matters as the Agents may reasonably request and including specimen signatures of the signing officers of the Corporation, E. ;
6.2.5 a Subscription Agreement from each Purchaser accepted certificate dated the Closing Date addressed to the Agents and their counsel signed by the Corporation, F. definitive certificates representing chief executive officer and the Offered Securities registered chief financial officer of the Corporation or any two (2) other officers of the Corporation acceptable to the Agents substantially in the names form set out in Appendix C;
6.2.6 a fully executed copy of the Purchasers or in such other name or names as Warrant Indenture;
6.2.7 counterparts to the Purchasers or the Agents may direct or electronic registration representing the Offered Securities registered in the name of CDS & Co. as the Agents may direct, G. the lock-up agreements executed by certain officers and directors of the Corporation, as requested by the Agents acting reasonably, and H. Subscription Agreements; and
6.2.8 such further documents as may be contemplated by this Agreement or as the Agents Agent may reasonably require, all of which documents referenced in this clause 5(a)(ii) shall be in form and substance satisfactory to the Agents;
(iii) on or prior to Closing, the Corporation shall have delivered to the Agents a written direction of the Corporation directing the Agents to deliver the net proceeds from the sale of the Offered Securities to the Corporation in accordance with clause 5(a)(iv) below; and
(iv) 6.3 the Agents shall have delivered or cause caused to be delivered to the Corporation:
A. payment 6.3.1 executed copies of the aggregate Purchase Price for the Offered Securities purchased by the Purchasers net of (i) the commission payable by the Corporation to the Agents as provided in section 7 of this Agreement, and (ii) the expenses payable by the Corporation to the Agents as provided in section 13 of this Agreement, by wire transfer as directed in writing by the Corporation, against delivery from the Corporation to the Agents of a receipt for the aggregate Purchase Price for such Offered Securities, less the foregoing amounts, and B. Subscription Agreements; and
6.3.2 such further documents as may be contemplated by this Agreement or as the Corporation may reasonably require, all in form and substance satisfactory to the Corporation.
Appears in 1 contract
Deliveries By Closing Time. (a) Deliveries: By the Closing Time:
(i) all actions required to be taken by or on behalf of the Corporation including, if applicable, without limitation, the passing of all required resolutions of the directors, including committees of the directors, and shareholders, if applicable, shareholders of the Corporation, shall have occurred in order to complete the transactions contemplated by this Agreement and the Subscription Agreements, including, without limitation, to create and issue the Offered Securities, Securities and the Broker Warrants and to reserve for issue the Broker Shares and a certified copy of all such resolutions shall have been delivered by the Corporation to the Agents;
(ii) the Corporation shall have delivered or caused to be delivered to the Agents:,
A. a favourable legal opinion of counsel to the Corporation, Fasken Burnet, Xxxxxxxxx DuMoulin & Xxxxxx, LLP, addressed to the Agents and the Purchasers addressing the subject matter in Schedule “A” hereto, it being understood that such counsel who may rely on opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than the Provinces of British ColumbiaAgents, Alberta and Ontario and the federal laws of Canada applicable therein,
B. a legal opinion of U.S. counsel to the Corporation addressed to to, among others, the Agents and the Purchasers to substantially in the effect that no registration form of the Offered Securities will be required under the U.S. Securities Actopinion attached hereto as schedule A, it being understood that such counsel need not express its opinion with respect to any subsequent resales,
C. a title opinion of Xxxxxxx & Xxxx LLP, counsel to the Corporation with respect to title to the property used in the Lost Creek Project with a covering letter addressed to the Agents and the Purchasers,
D. B. a certificate dated the Closing Date signed by an appropriate officer of the Corporation and addressed to, among others, the Agents and the Purchasers with respect to the articles and by-laws of the Corporation, the resolutions of the directors and shareholders, if any, of the Corporation and any other corporate action taken relating to this Agreement and the Ancillary Documents and with respect to such other matters as the Agents may reasonably request and including specimen signatures of the signing officers of the Corporation,
C. a certificate dated the Closing Date addressed to, E. among others, the Agents and the Purchasers signed by the chief executive officer and the Chairman of the Corporation or any two other senior officers or directors of the Corporation acceptable to the Agents substantially in the form of the certificate attached hereto as schedule B, D. a Subscription Agreement from each Purchaser accepted by the Corporation, F. E. definitive certificates representing the Offered Securities Common Shares registered in the names of the Purchasers or in such other name or names as the Purchasers or may direct,
F. the Agents may direct or electronic registration representing the Offered Securities Broker Warrant Certificates registered in the name of CDS & Co. the Agents or in such other name or names as the Agents may direct, and G. the lock-up agreements executed by certain officers and directors of the Corporation, as requested by the Agents acting reasonably, and H. such further documents as may be contemplated by this Agreement or as the Agents may reasonably requirerequest, all of which documents referenced in this clause 5(a)(ii) shall be in form and substance satisfactory to the Agents;
(iii) on or prior to Closing, the Corporation shall have delivered to the Agents a written direction of the Corporation directing the Agents to deliver the net proceeds from the sale of the Offered Securities to the Corporation in accordance with clause 5(a)(iv5(iv) below; and
(iv) the Agents shall have delivered or cause to be delivered to the Corporation:
Corporation A. a duly completed Subscription Agreement from each Purchaser in a form acceptable to the Corporation in its sole discretion; B. payment of the aggregate Purchase Price for the Offered Securities purchased by the Purchasers net of (i) the commission payable by the Corporation to the Agents as provided in section 7 of this Agreement, and (ii) the expenses payable by the Corporation to the Agents as provided in section 13 12 of this AgreementAgreement by certified cheque, by bank draft or wire transfer as directed in writing by payable to the Corporation, Corporation against delivery from the Corporation to the Agents of a receipt for the aggregate Purchase Price for such Offered Securities, less the foregoing amounts, and B. C. such further documents as may be contemplated by this Agreement or as the Corporation may reasonably require, all in form and substance satisfactory to the Corporation.
Appears in 1 contract
Samples: Agency Agreement
Deliveries By Closing Time. At the Closing Time,
(a) Deliveries: By the Closing TimeCorporation will deliver to the Agent:
(i) all actions required legal opinions dated the applicable Closing Date of legal counsel to be taken by or on behalf of the Corporation including(or, without limitationin the case of an opinion with respect to the Subsidiaries, of legal counsel to any such Subsidiary) addressed to, among others, the passing of all required resolutions of the directors, including committees of the directors, and shareholders, if applicable, of the Corporation, shall have occurred in order to complete the transactions contemplated by this Agreement Agent and the Subscription Agreements, including, without limitation, Purchasers satisfactory in form and substance to issue the Offered Securities, and a certified copy of all such resolutions shall have been delivered by the Corporation counsel to the Agents;Agent, acting reasonably.
(ii) the Corporation shall have delivered or caused to be delivered to the Agents:[reserved];
A. a legal opinion of counsel to the Corporation, Fasken Xxxxxxxxx DuMoulin LLP, addressed to the Agents and the Purchasers addressing the subject matter in Schedule “A” hereto, it being understood that such counsel may rely on opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than the Provinces of British Columbia, Alberta and Ontario and the federal laws of Canada applicable therein,
B. a legal opinion of U.S. counsel to the Corporation addressed to the Agents and the Purchasers to the effect that no registration of the Offered Securities will be required under the U.S. Securities Act, it being understood that such counsel need not express its opinion with respect to any subsequent resales,
C. a title opinion of Xxxxxxx & Xxxx LLP, counsel to the Corporation with respect to title to the property used in the Lost Creek Project with a covering letter addressed to the Agents and the Purchasers,
D. (iii) a certificate dated the applicable Closing Date signed by an appropriate officer the Chief Executive Officer or the Chief Financial Officer of the Corporation and addressed to, among others, the Agents and the Purchasers Agent, if applicable, with respect to the articles and by-laws of the Corporation, the resolutions of the directors and shareholders, if any, of the Corporation with respect to the Offering, and any other corporate action taken relating to this Agreement and the Ancillary Documents Transaction Documents, and with respect to such other matters as the Agents Agent may reasonably request request, and including specimen signatures of the signing officers of the Corporation;
(iv) a certificate dated the applicable Closing Date signed by the Chief Executive Officer or the Chief Financial Officer of the Corporation and addressed to the Agent, E. a certifying each of the facts described in Section 5(c)(i) through (iv) for and on behalf of the Corporation (without personal liability);
(v) Subscription Agreement from each Purchaser Agreements, accepted and executed by the Corporation in accordance with Section 5(b);
(vi) Registration Rights Agreements, accepted and executed by the Corporation in accordance with Section 5(b);
(vii) the Warrant Certificates, accepted and executed by the Corporation, F. definitive ;
(viii) certificates representing the Offered Securities registered Unit Shares from the Transfer Agent;
(ix) a certificate of status or similar certificate from the jurisdictions in which the names Corporation and each of the Purchasers Subsidiaries are respectively incorporated (or in such other name or names continued, as the Purchasers or case may be);
(x) a certificate from the Agents may direct or electronic registration representing Transfer Agent as to the Offered Securities registered in number of issued and outstanding Common Shares as of a date not more than two Business Days prior to the name of CDS & Co. as the Agents may direct, G. the lock-up agreements executed by certain officers and directors of the Corporation, as requested by the Agents acting reasonably, and H. Closing Date; and
(xi) such further documents as may be contemplated by this Agreement or as the Agents Agent may reasonably require, all of which documents referenced in this clause 5(a)(ii) shall be in form and substance reasonably satisfactory to the AgentsAgent;
(iii) on or prior to Closing, the Corporation shall have delivered to the Agents a written direction of the Corporation directing the Agents to deliver the net proceeds from the sale of the Offered Securities to the Corporation in accordance with clause 5(a)(iv) below; and
(ivb) the Agents Agent shall have delivered or cause to be delivered to the Corporation:
A. (i) payment of the aggregate Purchase Price for the Offered Securities Units purchased by the Purchasers net by wire transfer payable to the Corporation or as the Corporation may otherwise direct in writing; provided, however, the Agent may deduct and withhold for the account of the Agent (iA) the commission payable Agency Fee and (B) any expenses (including legal expenses) of the Agent to be reimbursed by the Corporation to the Agents as provided in section 7 of this Agreement, and Section 11;
(ii) the expenses payable Subscription Agreements, executed by the Corporation to the Agents as provided in section 13 of this AgreementPurchasers;
(iii) Registration Rights Agreements, by wire transfer as directed in writing executed by the Corporation, against delivery from Purchasers (including the Corporation to the Agents of a receipt for the aggregate Purchase Price for such Offered Securities, less the foregoing amounts, and B. completed selling securityholder questionnaires requested therein);
(iv) such further documents as may be contemplated by this Agreement or as the Corporation may reasonably require, ; all in form and substance reasonably satisfactory to the Corporation.
Appears in 1 contract
Deliveries By Closing Time. (a) Deliveries: By the Closing Time:
(ia) all actions required to be taken by or on behalf of the Corporation including, without limitation, the passing of all required resolutions of the directors, including committees of the directors, and shareholders, if applicable, shareholders of the Corporation, shall have occurred in order to complete the transactions contemplated by this Agreement and the Subscription Agreements, including, without limitation, to create and issue the Offered SecuritiesWarrants forming part of the Units, to create and issue Broker Warrants and to allot and reserve the Common Shares, the Warrant Shares and the Broker Warrant Shares, and a certified copy of all such resolutions shall have been delivered by the Corporation to the Agents;
(iib) the Corporation shall have delivered or caused to be delivered to the Agents:
A. a (i) legal opinion opinions dated the applicable Closing Date of counsel to the CorporationCorporation addressed to, Fasken Xxxxxxxxx DuMoulin LLPamong others, addressed to the Agents and the Purchasers satisfactory in form and substance to counsel to the Agents, acting reasonably, addressing the subject matter in Schedule “A” hereto, it being understood that such counsel may rely on opinions of local counsel acceptable to them as to matters governed by following:
A. the Corporation is a corporation existing under the laws of jurisdictions other than its jurisdiction of incorporation and has not been dissolved;
B. the Provinces of British Columbia, Alberta Corporation has all requisite corporate capacity and Ontario power to own and operate its property and assets and to carry on its business as now conducted by it;
C. the Corporation has all requisite corporate capacity and power to make the Offering and to execute and deliver this Agreement and the federal laws Ancillary Documents, including the certificates representing the Warrants and the Broker Warrants, and to perform all of Canada applicable therein,its obligations contemplated thereunder, including the issue of the Warrant Shares upon exercise of the Warrants and the issuance of the Broker Warrant Shares issuable upon exercise of the Broker Warrants;
B. D. the authorized and issued capital of the Corporation;
E. the execution and delivery of this Agreement and the Ancillary Documents, including the certificates representing the Warrants and the Broker Warrants, and the performance by the Corporation of its obligations thereunder, including the issue of the Warrant Shares upon exercise of the Warrants and the issuance of the Broker Warrant Shares upon the exercise of the Broker Warrants do not and will not result in a legal opinion breach of, and do not and will not conflict with, any of U.S. counsel the terms, conditions or provisions of the constating documents of the Corporation or the resolutions of the directors or shareholders of the Corporation or corporate or securities laws;
F. all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and each of the Ancillary Documents, including the certificates representing the Warrants and the Broker Warrants and the completion of the Offering and this Agreement and each of the Ancillary Documents, including the certificates representing the Warrants and the Broker Warrants has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation, enforceable in accordance with its terms (subject to the usual qualifications);
G. all necessary corporate action has been taken by the Corporation addressed to authorize the Agents issue of the Warrants and the Purchasers to Broker Warrants; the effect that no registration Warrant Shares and Broker Warrant Shares, have been allotted and reserved for issuance by the Corporation and when issued in accordance with the due exercise of the Warrants, or the Broker Warrants, as applicable such Warrant Shares or Broker Warrant Shares, as the case may be, shall be issued as fully-paid and non assessable shares of the Corporation;
H. the offering, issuance and sale of the Offered Securities and the issuance of Broker Warrants have been effected in such a manner as to be exempt, either by statute or regulation or order, from the prospectus requirements of the Offering Jurisdictions, and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations of regulatory authorities obtained under applicable securities legislation in connection therewith, it being noted, however, that the Corporation is required to file or cause to be filed with each relevant Securities Commission a report on Form 45-106F1 or 45-106F6, as applicable, within 10 days following Closing;
I. no prospectus will be required and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations of regulatory authorities obtained under applicable securities legislation in connection with the U.S. Securities Actissuance of the Warrant Shares upon the exercise of the Warrants, it being understood or the issuance of the Broker Warrant Shares upon the exercise of the Broker Warrants;
J. no other documents will be required to be filed, proceedings taken, approvals, permits, consents or authorizations obtained by the Corporation pursuant to applicable securities laws to permit the first trade of the Common Shares, Warrants or Warrant Shares by a Purchaser resident in the Offering Jurisdictions, or by the Agents of the Broker Warrant Shares, provided that such counsel need not express its opinion trade is made through registrants registered in the appropriate category under Ontario Securities Laws who comply with respect to any subsequent resales,such Ontario Securities Laws, or in circumstances in which there is an exemption from the registration requirements of Ontario Securities Laws, and provided that at the time of such first trade:
C. a title opinion of Xxxxxxx & Xxxx LLP, counsel to (1) the Corporation is and has been a "reporting issuer" for the four months immediately preceding the first trade in a jurisdiction of Canada;
(2) at the time of the first trade, at least four months have elapsed from the "distribution date" (as such term is definedin National Instrument 45-102 - Resale of Securities ("NI 45-102"));
(3) the certificates representing the securities that are the subject of the trade were issued with a legend stating the prescribed restricted period in accordance with Section 2.5(2)3(i) of NI 45-102 or if the securities are entered into a direct registration or other electronic book-entry system, or if the purchaser did not directly receive a certificate representing the security, the purchaser received written notice containing the legend restriction notation set out in Section 2.5(2)3(i) of NI 45-102;
(4) such trade is not a "control distribution" (as such term is defined in NI 45-102);
(5) no unusual effort is made to prepare the market or create a demand for the securities that are the subject of the trade;
(6) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and
(7) if the selling securityholder is an insider or officer of the Corporation at the time of the first trade, the selling securityholder has no reasonable grounds to believe that the Corporation is in default of securities legislation;
K. the certificates representing the Warrants and Broker Warrants have been approved by the directors of the Corporation and comply with applicable law; and
L. as to good corporate status of the Corporation's subsidiaries and good title to the property used Corporation's Properties located in the Lost Creek Project with a covering letter addressed to the Agents and the Purchasers,Madagascar;
D. (ii) a certificate dated the applicable Closing Date signed by an appropriate officer of the Corporation and addressed to, among others, the Agents and the Purchasers with respect to the articles and by-laws of the Corporation, the resolutions of the directors and shareholders, if any, of the Corporation with respect to the Offering and any other corporate action taken relating to this Agreement and the Ancillary Documents and with respect to such other matters as the Agents may reasonably request and including specimen signatures of the signing officers of the Corporation, E. ;
(iii) a Subscription Agreement from each Purchaser accepted by the Corporation, F. ;
(iv) definitive certificates representing the Offered Securities registered in the names of the Purchasers or in such other name or names as the Purchasers or the Agents may direct or electronic registration direct;
(v) definitive certificates representing the Offered Securities Broker Warrants registered in the name of CDS & Co. the Agents or in such other name as the Agents may direct, G. the lock-up agreements executed by certain officers and directors of the Corporation, as requested by the Agents acting reasonably, and H. ; and
(vi) such further documents as may be contemplated by this Agreement or as the Agents theAgents may reasonably require, ; all of which documents referenced in this clause 5(a)(ii) shall be in form and substance reasonably satisfactory to the Agents;
(iii) on or prior to Closing, the Corporation shall have delivered to the Agents a written direction of the Corporation directing the Agents to deliver the net proceeds from the sale of the Offered Securities to the Corporation in accordance with clause 5(a)(iv) below; and
(ivc) the Agents shall have delivered or cause to be delivered to the Corporation:
A. (i) payment of the aggregate gross Purchase Price for the Offered Securities Units purchased by the Purchasers net of less (i) the commission payable by the Corporation to the Agents fee as provided in section 7 of this Agreement, Agreement and (ii) the expenses (including legal expenses) payable by the Corporation to the Agents Agent as provided in section 13 12 of this Agreement, Agreement by wire transfer certified cheque or bank draft payable to the Corporation or as directed the Corporation may otherwise direct in writing by the Corporation, against delivery from the Corporation to the Agents of a receipt for the aggregate net Purchase Price for such Offered Securities, less the foregoing amounts, Units;
(ii) duly completed and B. executed Subscription Agreements (including all applicable schedules); and
(iii) such further documents as may be contemplated by this Agreement or as the Corporation may reasonably require, ; all in form and substance reasonably satisfactory to the Corporation.
Appears in 1 contract
Deliveries By Closing Time. (a) Deliveries: By the Closing Time:
(ia) all actions required to be taken by or on behalf of the Corporation including, without limitation, the passing of all required resolutions of the directors, including committees of the directors, and shareholders, if applicable, of the Corporation, shall have occurred in order to complete the transactions contemplated by this Agreement and the Subscription Agreements, including, without limitation, to issue the Offered SecuritiesShares, to create and issue the Warrants and Agent Warrants, and a certified copy of all such resolutions shall have been delivered by to reserve for issue the Corporation to Warrant Shares, the AgentsAgent Warrant Units and the Agent Warrant Warrant Shares;
(iib) the Corporation shall have delivered or caused to be delivered to the Agents, all in form and substance satisfactory to the Agents and their counsel, acting reasonably:
A. (i) a favourable legal opinion of XxXxxxxx LLP, Canadian counsel to the Corporation, Fasken Xxxxxxxxx DuMoulin LLPand, where appropriate, counsel in other jurisdictions, addressed to the Agents Agents, their counsel and the Purchasers addressing the subject matter in Schedule “A” heretoPurchasers, it being understood that such counsel may rely on opinions of local counsel acceptable to them counsel to the Agents, acting reasonably, substantially to the effect that:
A. this Agreement and each of the Offering Documents have been executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation, enforceable in accordance with their terms (subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to matters governed rights to indemnity, or contribution);
B. the execution and delivery by the Corporation of this Agreement and each of the Offering Documents, the fulfilment of the terms hereunder and thereunder by the Corporation, including the issue, sale and delivery on the Closing Date of the Offered Units and the Agent Warrants (and to the extent applicable, the Warrant Shares, Agent Warrant Units and Agent Warrant Warrant Shares), to the Agents or the Purchasers, as the case may be, do not constitute or result in a breach of or a default under, and do not create a state of facts which, after notice or lapse of time or both, will constitute or result in a breach of, and will not conflict with, (i) any of the terms, conditions or provisions of the Constating Documents, (ii) and laws of jurisdictions other than the Provinces Province of British Columbia, Alberta Columbia and Ontario and the any federal laws of Canada applicable therein,, and (iii) any judgment, order, decree, of which counsel is aware of any Governmental Authority having jurisdiction over the Corporation;
B. C. the issuance and sale by the Corporation of the Offered Units to the Purchasers in the Canadian Offering Jurisdictions in accordance with the terms and conditions of this Agreement and the Subscription Agreements, and the issuance of the Agent Warrants to the Agent in accordance with the terms and conditions of this Agreement are exempt from the prospectus requirements under the Canadian Securities Laws and no filing, proceeding, approval, consent or authorization is required to be made, taken or obtained by the Corporation under Canadian Securities Laws to permit such issuances and sale through person or companies registered under the Canadian Securities Laws who have complied with the relevant provisions of the Canadian Securities Laws and the terms of their registrations, other than filing, within 10 days from the date of each such issuance and sale, a report of exempt distribution on Form 45-106F1 with the securities commissions as prescribed by NI 45-106, together with payment of the applicable fees, the Presentation with the Ontario Securities Commission, and any filings required under BCI 72-503;
D. the issuance by the Corporation of the Warrant Shares in the Canadian Offering Jurisdictions in accordance with and pursuant to the terms and conditions of the Warrants and the Warrant Indenture is exempt from the prospectus requirements of the Securities Laws in the Qualifying Jurisdictions and no prospectus or other document is required to be filed, no proceeding is required to be taken and no approval, permit or consent of any securities commission is required to be obtained by the Corporation under the Securities Laws in the Qualifying Jurisdictions to permit such issuance of the Warrant Shares;
E. the first trade in the Canadian Offering Jurisdictions by the Purchasers of the Shares, Warrants and Warrant Shares, and the Agent of the Agent Warrant Shares, Agent Warrant Warrants and Agent Warrant Warrant Shares is exempt from the prospectus requirements of applicable securities laws in the Offering Jurisdictions and no other documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained by the Corporation under such securities laws to permit the first trade of the Shares and Warrants provided that:
(I) at the time of such first trade, the Corporation is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade;
(II) at least four months have elapsed from the date of distribution of the Shares, Warrants and Agent Warrants, as applicable;
(III) the certificates representing the Shares and Warrants, and if issued prior to the date that is four months and one day after the Closing Date, the Warrant Shares, Agent Warrant Shares, Agent Warrant Warrants and Agent Warrant Warrant Shares, carry a legend stating the prescribed restricted period in accordance with section 2.5(2)3(i) of NI 45-102, or if the security is entered into a direct registration system or other electronic book-entry system, or if the security holder did not directly receive a certificate representing the security, the security holder received written notice containing the legend restriction notation as required by section 2.5(2)3(i) of NI 45-102;
(IV) such trade is not a “control distribution” (as defined in NI 45-102);
(V) no unusual effort is made to prepare the market or to create a demand for the securities that are the subject of the trade;
(VI) no extraordinary commission or consideration is paid to a person or company in respect of such trade; and
(VII) if the Purchaser is an insider or officer of the Corporation at the time of the trade, the Purchaser has no reasonable grounds to believe that the Corporation is in default of applicable securities laws in the Offering Jurisdictions; and
F. such other matters as the Agent and their counsel may require, acting reasonably.
(ii) a favourable legal opinion of XxXxxxxx LLP, U.S. securities counsel to the Corporation, addressed to the Agents, their counsel and the Purchasers, acceptable to counsel to the Agents, acting reasonably, to the effect that no registration under the U.S. Securities Act is required in connection with the offer and sale of the Offered Units, provided such offers and sales are made in compliance with Schedule “B” to this Agreement and provided further that it being understood that no opinion is expressed as to any subsequent resale of any Offered Units or the underlying Shares;
(iii) a favourable legal opinion of Nevada corporate counsel to the Corporation addressed to the Agents Agents, their counsel and the Purchasers Purchasers, acceptable to counsel to the Agents, acting reasonably, substantially to the effect that no registration that
A. the Corporation is validly incorporated, organized and in existence in its jurisdiction of incorporation;
B. each of the Offered Securities Subsidiaries are validly incorporated, organized and in existence in their respective jurisdictions of incorporation;
C. the Corporation is qualified to carry on its business as presently carried on and to own, lease and operate its properties;
D. each of Subsidiaries is qualified to carry on its business as presently carried on and to own, lease and operate its properties;
E. the Corporation has all requisite corporate capacity, power and authority to execute and deliver this Agreement and each of the Offering Documents and to perform all transactions contemplated hereby and thereby;
F. the authorized and issued capital of the Corporation;
G. the authorized and issued capital of each of the Subsidiaries and the ownership thereof;
H. all necessary corporate action has been taken by the Corporation to authorize (i) the execution and delivery of the Offering Documents, and (ii) the creation, issuance and delivery of the Shares, the Warrants, the Warrant Shares, the Agent Warrants, the Agent Warrant Shares, the Agent Warrant Warrants and the Agent Warrant Warrant Shares;
I. the Shares have been validly issued and delivered by the Corporation and upon payment in full therefor the Shares shall be duly and validly issued as fully paid and non-assessable common shares in the capital of the Corporation;
J. the Warrants have been validly created and authorized for issuance and upon payment in full therefor the Warrants shall be duly and validly issued as fully paid and non-assessable securities of the Corporation;
K. the Warrant Shares have been authorized and reserved for issuance by the Corporation and upon the due exercise of the Warrants in accordance with the terms and conditions contained in the Warrant Certificates and upon the receipt of the applicable purchase price therefor, the Warrant Shares will be required under duly and validly issued as fully paid and non-assessable common shares in the U.S. Securities Actcapital of the Corporation;
L. the Agent Warrants have been validly created, it being understood that such counsel need not express its opinion with respect to any subsequent resales,
C. a title opinion of Xxxxxxx & Xxxx LLP, counsel to authorized and issued by the Corporation and the Agent Warrant Certificates have been duly executed and delivered by the Corporation;
M. the Agent Warrant Shares have been authorized and reserved for issuance by the Corporation and upon the due exercise of the Agent Warrants in accordance with respect to title to the property used terms and conditions contained in the Lost Creek Project Agent Warrant Certificates and upon the receipt of the applicable purchase price therefor, the Agent Warrant Shares will be duly and validly issued as fully paid and non-assessable common shares in the capital of the Corporation;
N. the Agent Warrant Warrants have been authorized and reserved for issuance by the Corporation and upon the due exercise of the Agent Warrants in accordance with a covering letter addressed to the Agents terms and conditions contained in the Purchasers,Agent Warrant Certificates and upon the receipt of the applicable purchase price therefor, the Agent Warrant Warrants will be duly and validly issued as fully paid and non-assessable securities of the Corporation; and
D. O. the Agent Warrant Warrant Shares have been authorized and reserved for issuance by the Corporation and upon the due exercise of the Agent Warrant Warrants in accordance with the terms and conditions contained in the Agent Warrant Warrant Certificates and upon the receipt of the applicable purchase price therefor, the Agent Warrant Warrant Shares will be duly and validly issued as fully paid and non-assessable common shares in the capital of the Corporation;
(iv) a certificate dated the Closing Date signed by an appropriate the chief executive officer and chief financial officer of the Corporation and addressed to, among others, to the Agents Agent and the Purchasers its legal counsel with respect to the articles and by-laws of the CorporationConstating Documents, the resolutions of the directors and shareholders, if any, of the Corporation and any other corporate action taken relating to this Agreement and the Ancillary Offering Documents and with respect to such other matters as the Agents may reasonably request and including specimen signatures of the signing officers of the Corporation, E. ;
(v) a Subscription Agreement from each Purchaser accepted by the Corporation, F. definitive ;
(vi) Share certificates representing the Offered Securities and Warrant Certificates registered in accordance with the names instructions of the Purchasers or in such other name or names as the Purchasers or the Agents may direct or electronic registration representing the Offered Securities Agent;
(vii) Agent Warrant Certificates registered in accordance with the name of CDS & Co. as the Agents may direct, G. the lock-up agreements executed by certain officers and directors instructions of the Corporation, Agents;
(viii) a certificate from the transfer agent of the Corporation dated the Closing Date and signed by an authorized officer of such transfer agent confirming the issued and outstanding capital of the Corporation as requested by of the Agents acting reasonably, Business Day immediately preceding the Closing Date;
(ix) a certificate of status or its equivalent dated not more than two Business Days preceding the Closing Date confirming the due existence of the Corporation and H. each of its Subsidiaries; and
(x) such further documents as may be contemplated by this Agreement or as the Agents Agent may reasonably require, .
(c) The Agent shall have delivered or caused to be delivered to the Corporation all of which documents referenced in this clause 5(a)(ii) shall be in form and substance satisfactory to the Agents;Corporation, acting reasonably,
(iii) A. payment, on or prior to Closing, the Corporation shall have delivered to the Agents a written direction behalf of the Corporation directing the Agents to deliver the net proceeds from the sale of the Offered Securities to the Corporation in accordance with clause 5(a)(iv) below; and
(iv) the Agents shall have delivered or cause to be delivered to the Corporation:
A. payment Purchasers, of the aggregate Purchase Price for the Offered Securities Units purchased by the Purchasers net of (i) the commission payable by the Corporation to the Agents as provided in section 7 of this Agreement, and (ii) the expenses payable by the Corporation to the Agents as provided in section 13 of this Agreement6 and section 11 herein, by wire transfer as directed in writing by payable to the Corporation, or as the Corporation may otherwise direct in writing, against delivery from the Corporation to the Agents of a receipt for the aggregate Purchase Price for such Offered SecuritiesUnits;
B. duly completed and executed Subscription Agreements from each of the Purchasers for the Offered Units being issued and sold and, less where applicable, all completed forms, schedules and certificates contemplated by the foregoing amountsSubscription Agreements and this Agreement;
C. the Agents’ receipt for the Cash Commission, the Agents’ expenses and B. the Agent Warrant Certificates representing the Agent Warrants; and
D. such further documents as may be contemplated by this Agreement or as the Corporation may reasonably require, all in form and substance satisfactory to the Corporation.
Appears in 1 contract
Samples: Agency Agreement (Body & Mind Inc.)
Deliveries By Closing Time. (a) Deliveries: By the Closing Time:
(ia) all actions required to be taken by or on behalf of the Corporation including, without limitation, the passing of all required resolutions of the directors, including committees of the directors, and shareholders, if applicable, shareholders of the Corporation, shall have occurred in order to complete the transactions contemplated by this Agreement and the Subscription AgreementsAgreement, including, without limitation, to execute and perform its obligations under the Acquisition Agreement, to issue the Offered SecuritiesSecurities sold in the Offering, to create and issue the Broker Warrants and to allot and reserve the Common Shares issuable upon exercise of the Broker Warrants, and a certified copy of all such resolutions shall have been delivered by the Corporation to the AgentsAgent;
(iib) the Corporation shall have delivered or caused to be delivered to the AgentsAgent:
A. (i) a favourable legal opinion dated the Closing Date of counsel to the Corporation, Fasken Xxxxxxxxx DuMoulin LLP, addressed to the Agents and the Purchasers addressing the subject matter in Schedule “A” hereto, it being understood that such counsel who may rely on opinions of local counsel acceptable to them as the Agent, addressed to, among others, the Agent and the Purchasers satisfactory in form and substance to matters governed by counsel to the Agent, acting reasonably, to the effect that:
(A) the Corporation is a corporation existing under the laws of jurisdictions other than its jurisdiction of incorporation and has not been dissolved;
(B) the Provinces of British ColumbiaCorporation has all requisite corporate capacity, Alberta power and Ontario authority to own and operate its property and assets and to carry on its business as now conducted by it;
(C) the Corporation has all requisite corporate capacity, power and authority to make the Offering and to execute and deliver this Agreement, the Acquisition Agreement and the federal laws Ancillary Documents, including the certificates representing the Broker Warrants, and to perform all of Canada applicable therein,its obligations contemplated thereunder, including the issue of the Common Shares issuable upon the exercise of the Broker Warrants;
B. a legal opinion of U.S. counsel (D) as at the Closing Date, immediately prior to the completion of the Offering, the authorized capital of the Corporation addressed consists of an unlimited number of Common Shares, of which, 31,200,001 Common Shares were issued and outstanding;
(E) the execution and delivery of this Agreement and the Ancillary Documents, including the certificate representing the Broker Warrants and the performance by the Corporation of its obligations thereunder, including the issue of the Common Shares issuable upon the exercise of the Broker Shares do not and will not result in a breach of, and do not and will not conflict with, any of the terms, conditions or provisions of the constating documents of the Corporation or the resolutions of the directors or shareholders of the Corporation;
(F) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and each of the Ancillary Documents, including the certificates representing the Broker Warrants and the completion of the Offering and this Agreement and each of the Ancillary Documents, including the certificate representing the Broker Warrants has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation, enforceable in accordance with its terms (subject to the Agents usual qualifications);
(G) all necessary corporate action has been taken by the Corporation to authorize the allotment and the Purchasers to the effect that no registration issue of the Offered Securities the creation, allotment and issue of the Broker Warrants and the Common Shares issuable upon the due exercise of the Broker Warrants have been allotted and reserved for issuance by the Corporation and, when issued in accordance with the due exercise of the Broker Warrants, such Common Shares shall be issued as fully-paid and non-assessable shares of the Corporation;
(H) the offering, issuance and sale of the Offered Securities and the Broker Warrants have been effected in such a manner as to be exempt, either by statute or regulation or order, from the prospectus and, if applicable, registration requirements of the Offering Jurisdictions, and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations of regulatory authorities obtained under applicable securities legislation in connection therewith (subject to advice with respect to filing private placement forms and paying requisite filing fees);
(I) no prospectus or registration will be required and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations of regulatory authorities obtained under applicable securities legislation in connection with the U.S. Securities Actissuance of the Common Shares upon the exercise of the Broker Warrants (subject to the usual filings, it being understood if any);
(J) the Offered Securities, the Broker Warrants and the Common Shares issuable upon exercise of the Broker Warrants will be subject to a statutory hold period in Canada of four months and one day commencing from the date that the Corporation becomes a reporting issuer in any province or territory of Canada (subject to the usual qualifications);
(K) the certificates representing the Common Shares, Warrants and the Broker Warrants have been approved by the directors of the Corporation and comply with applicable law, including any necessary legends; and
(L) such other matters as the Agent or counsel need not express its for the Agent may reasonably require;
(ii) a favourable legal opinion with respect to any subsequent resales,
C. a title opinion dated the Closing Date of Xxxxxxx & Xxxx LLP, counsel to the Corporation Corporation, addressed to the Agent, in form and substance satisfactory to the Agent and its counsel, acting reasonably with respect to title to the property used in the Lost Creek Project with a covering letter addressed to the Agents and the Purchasers,Adira Properties;
D. (iii) a certificate dated the Closing Date signed by an appropriate officer of the Corporation and addressed to, among others, the Agents and the Purchasers Agent with respect to the articles and by-laws of the Corporation, the resolutions of the directors and shareholders, if any, of the Corporation and any other corporate action taken relating to this Agreement, the Acquisition Agreement and the Ancillary Documents and with respect to such other matters as the Agents Agent may reasonably request and including specimen signatures of the signing officers of the Corporation;
(iv) a technical report covering the Adira Properties, E. a Subscription Agreement from each Purchaser accepted by however, such technical report need not be prepared in compliance with National Instrument 51- 101 – Standards of Disclosure for Oil & Gas Activities of the Corporation, F. Canadian Securities Administrators;
(v) definitive certificates representing the Offered Securities registered in the names of the Purchasers or in such other name or names as the Purchasers or the Agents Agent may direct or electronic registration direct;
(vi) a definitive certificate representing the Offered Securities Broker Warrants registered in the name of CDS & Co. the Agent or in such other name as the Agents Agent may direct, G. the lock-up agreements executed by certain officers and directors of the Corporation, as requested by the Agents acting reasonably, and H. ; and
(vii) such further documents as may be contemplated by this Agreement or as the Agents Agent may reasonably require, ; all of which documents referenced in this clause 5(a)(ii) shall be in form and substance satisfactory to the AgentsAgent; and
(c) the Corporation shall have caused to be delivered to the Agent:
(i) a favourable legal opinion dated the Closing Date of counsel to AMG, who may rely on opinions of local counsel acceptable to the Agent, addressed to, among others, the Agent and the Purchasers satisfactory in form and substance to counsel to the Agent, acting reasonably, to the effect that:
(A) AMG is a corporation existing under the laws of its jurisdiction of incorporation and has not been dissolved;
(B) as at the Closing Date, immediately prior to the completion of the Acquisition, the authorized capital of AMG consists of 100,000,000 common shares, of which, 23,200,000 common shares were issued and outstanding;
(C) all necessary corporate action has been taken by AMG to authorize the execution and delivery of the Acquisition Agreement and the Acquisition Agreement has been duly authorized, executed and delivered by AMG and constitutes a legal, valid and binding obligation of AMG, enforceable in accordance with its terms (subject to the usual qualifications);
(D) all necessary corporate action has been taken by AMG to authorize the allotment and issue of the Successor Units the creation, allotment and issue of the Successor Broker Warrants and the Successor Common Shares issuable upon the due exercise of the Successor Broker Warrants have been allotted and reserved for issuance by AMG and, when issued in accordance with the due exercise of the Successor Broker Warrants, such Successor Common Shares shall be issued as fully-paid and non-assessable shares of the Successor; and
(E) such other matters as the Agent or counsel for the Agent may reasonably require;
(ii) a certificate dated the Closing Date signed by an appropriate officer of AMG with respect to the resolutions of the directors and shareholders, if any, of AMG and any other corporate action taken relating to this Agreement, the Acquisition Agreement and the Ancillary Documents and with respect to such other matters as the Agent may reasonably request;
(iii) on or prior to Closing, definitive certificates representing the Corporation shall have delivered to Successor Common Shares and Successor Warrants registered in the Agents a written direction names of the Corporation directing Purchasers or in such other name or names as the Agents to deliver Purchasers or the net proceeds from Agent may direct;
(iv) a definitive certificate representing the sale Successor Broker Warrants registered in the name of the Offered Securities to Agent or in such other name as the Corporation in accordance with clause 5(a)(iv) belowAgent may direct; and
(ivv) such further documents as may be contemplated by this Agreement or as the Agent may reasonably require; all in form and substance satisfactory to the Agent; and
(d) the Agents Agent shall have delivered or cause to be delivered to the Corporation:.
A. (i) payment of the aggregate gross Purchase Price for the Offered Securities purchased by sold in the Purchasers net of Offering less (i) the commission Agent’s Fee as provided in section 8 of this Agreement, (ii) the Success Fee as provided in section 8 of this Agreement and (iii) the expenses (including legal expenses) payable by the Corporation to the Agents as provided in section 7 of this Agreement, and (ii) the expenses payable by the Corporation to the Agents Agent as provided in section 13 of this Agreement, by wire transfer certified cheque or bank draft payable to the Corporation or as directed the Corporation may otherwise direct in writing by the Corporation, against delivery from by the Corporation to the Agents Agent of a receipt for the aggregate Purchase Price for such Offered Securities, less net proceeds of the foregoing amounts, and B. Offering; and
(ii) such further documents as may be contemplated by this Agreement or as the Corporation may reasonably require, ; all in form and substance satisfactory to the Corporation.
Appears in 1 contract
Samples: Agency Agreement (Amg Oil LTD)
Deliveries By Closing Time. (a) Deliveries: By the Closing TimeTime on each Closing Date:
(i) all actions required to be taken by or on behalf of the Corporation including, without limitation, the passing of all required resolutions of the directors, including committees of the directors, and shareholders, if applicable, shareholders of the Corporation, shall have occurred in order to complete the transactions contemplated by this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the Subscription AgreementsAcquisition Funds Agreement, including, without limitation, to create and issue the Subscription Receipts, to create and issue the Broker Warrants, to issue the Offered SecuritiesCommon Shares and to authorize for issuance the Subscription Receipt Shares, the Option Shares and the Broker Warrant Shares, and a certified copy of all such resolutions shall have been delivered by the Corporation to the AgentsAgent;
(ii) the Corporation shall have delivered or caused to be delivered to the AgentsAgent:
A. (A) a favourable legal opinion dated such Closing Date of Canadian and Russian counsel to the Corporation, Fasken Xxxxxxxxx DuMoulin Xxxxxxx Xxxxx LLP, addressed to the Agents and the Purchasers addressing the subject matter in Schedule “A” hereto, it being understood that such counsel who may rely on opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than Agent, addressed to, among others, the Provinces of British Columbia, Alberta and Ontario Agent and the federal laws of Canada applicable therein,Purchasers in form and substance acceptable to the Agent and its counsel, Xxxxxxx and Xxxx LLP, each acting reasonably;
B. (B) a favourable legal opinion dated such Closing Date of U.S. United States counsel to the Corporation Corporation, Xxxxxx Xxxxxxx LLP, addressed to to, among others, the Agents Agent and the Purchasers in form and substance acceptable to the effect that no registration of the Offered Securities will be required under the U.S. Securities ActAgent and its counsel, it being understood that such counsel need not express its opinion with respect to any subsequent resales,
C. a title opinion of Xxxxxxx & and Xxxx LLP, counsel to the Corporation with respect to title to the property used in the Lost Creek Project with a covering letter addressed to the Agents and the Purchasers,each acting reasonably;
D. (C) a certificate dated the such Closing Date signed by an appropriate officer of the Corporation and addressed to, among others, the Agents Agent and the Purchasers with respect to the articles and by-laws of the Corporation, the resolutions of the directors and shareholders, if any, of the Corporation Corporation, and any other corporate action taken relating to this Agreement and the Ancillary Documents and with respect to such other matters as the Agents Agent may reasonably request and including specimen signatures of the signing officers of the Corporation;
(D) a certificate dated such Closing Date addressed to, E. among others, the Agent and the Purchasers signed by the chief executive officer and the chief financial officer of the Corporation or any two other senior officers of the Corporation acceptable to the Agent substantially in the form of the certificate attached hereto as Schedule B;
(E) a Subscription Agreement and Subscriber Acknowledgment from each Purchaser accepted by the Corporation, F. ;
(F) definitive certificates representing the Offered Securities Subscription Receipts registered in the names of the Purchasers or in such other name or names as the Purchasers or the Agents may direct or electronic registration representing the Offered Securities registered in the name of CDS & Co. as the Agents Agent may direct, G. ;
(G) the lock-up agreements Broker Warrants;
(H) the Subscription Receipt Agreement duly executed by certain officers and directors of the Corporation, as requested delivered by the Agents acting reasonably, Corporation and H. the Subscription Receipt Agent;
(I) the Acquisition Funds Agreement duly executed and delivered by the Corporation and Baykal Gold; and
(J) such further documents as may be contemplated by this Agreement or as the Agents Agent may reasonably require, all of which documents referenced in this clause 5(a)(ii) shall be in form and substance satisfactory to the AgentsAgent;
(iii) on or prior to Closingthe First Closing Date, the Corporation shall have delivered to the Agents a written direction of the Corporation directing the Agents to deliver the net proceeds from the sale of the Offered Securities to the Corporation in accordance with clause 5(a)(iv) below; and
(iv) the Agents Agent shall have delivered or cause caused to be delivered to the Corporation:
A. (A) payment of the Acquisition Funds, by certified cheque or bank draft payable to the Corporation or by wire transfer of immediately available funds to an account specified in writing by the Corporation to the Agent, to be held and dealt with by the Corporation strictly in accordance with the Acquisition Funds Agreement, and evidence of payment to the Subscription Receipt Agent of the balance of the aggregate Purchase Price for the Offered Securities Subscription Receipts purchased by the Purchasers net on the First Closing Date to be held in escrow on behalf of (i) the commission payable Purchasers by the Corporation Subscription Receipt Agent pursuant to the Agents as provided in section 7 of this Subscription Receipt Agreement, and (ii) the expenses payable by the Corporation to the Agents as provided in section 13 of this Agreement, by wire transfer as directed in writing by the Corporation, against delivery from the Subscription Receipt Agent and the Corporation to the Agents Agent of a receipt receipts for the aggregate Purchase Price for such Offered Securities, less the foregoing amounts, and B. Subscription Receipts; and
(B) such further documents as may be contemplated by this Agreement or as the Corporation may reasonably require, all in form and substance satisfactory to the Corporation.
(iv) on each Closing Date occurring subsequent to the First Closing Date, but on or prior to the date on which the Release Conditions are satisfied, the Agent shall have delivered or caused to be delivered to the Corporation:
(A) evidence of payment to the Subscription Receipt Agent of the aggregate Purchase Price for the Subscription Receipts purchased by the Purchasers on such Closing Date to be held in escrow on behalf of such Purchasers by the Subscription Receipt Agent pursuant to the Subscription Receipt Agreements, against delivery from the Subscription Receipt Agent to the Agent of a receipt for the aggregate Purchase Price for such Subscription Receipts; and
(B) such further documents as may be contemplated by this Agreement or as the Corporation may reasonably require, all in form and substance satisfactory to the Corporation.
(v) on each Closing Date occurring subsequent to the First Closing Date and subsequent to the date on which the Release Conditions are satisfied, the Agent shall have delivered or caused to be delivered to the Corporation:
(A) payment of the aggregate Purchase Price for the Offered Common Shares purchased by the Purchasers on such Closing Date by certified cheque or bank draft or by wire transfer of immediately available funds to an account specified in writing by the Corporation to the Agent against delivery from the Corporation to the Agent of a receipt for the aggregate Purchase Price for such Offered Common Shares; and
(B) such further documents as may be contemplated by this Agreement or as the Corporation may reasonably require, all in form and substance satisfactory to the Corporation.
Appears in 1 contract
Deliveries By Closing Time. (a) Deliveries: By the Closing Time:
(ia) all actions required to be taken by or on behalf of the Corporation including, without limitation, the passing of all required resolutions of the directors, including committees board of the directors, and shareholders, if applicable, directors of the Corporation, shall have occurred in order to complete the transactions contemplated by this Agreement and the Subscription Agreements, including, without limitation, to issue the Offered SecuritiesUnits, the Agent Warrants and the Fee Units, and a certified copy of all such resolutions shall have been delivered by to reserve for issue the Corporation to Warrant Shares, the AgentsAgent Warrant Shares and the Agent Warrant Warrant Shares;
(iib) the Corporation shall have delivered or caused to be delivered to the Agents:
A. a legal opinion of counsel to the Corporation, Fasken Xxxxxxxxx DuMoulin LLP, addressed to the Agents and the Purchasers addressing the subject matter in Schedule “A” hereto, it being understood that such counsel may rely on opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than the Provinces of British Columbia, Alberta and Ontario and the federal laws of Canada applicable therein,
B. a legal opinion of U.S. counsel to the Corporation addressed to the Agents and the Purchasers to the effect that no registration of the Offered Securities will be required under the U.S. Securities Act, it being understood that such counsel need not express its opinion with respect to any subsequent resales,
C. a title opinion of Xxxxxxx & Xxxx LLP, counsel to the Corporation with respect to title to the property used in the Lost Creek Project with a covering letter addressed to the Agents and the Purchasers,
D. a certificate dated the Closing Date signed by an appropriate officer of the Corporation and addressed to, among others, the Agents and the Purchasers with respect to the articles and by-laws of the Corporation, the resolutions of the directors and shareholders, if any, of the Corporation and any other corporate action taken relating to this Agreement and the Ancillary Documents and with respect to such other matters as the Agents may reasonably request and including specimen signatures of the signing officers of the Corporation, E. a Subscription Agreement from each Purchaser accepted by the Corporation, F. definitive certificates representing the Offered Securities registered in the names of the Purchasers or in such other name or names as the Purchasers or the Agents may direct or electronic registration representing the Offered Securities registered in the name of CDS & Co. as the Agents may direct, G. the lock-up agreements executed by certain officers and directors of the Corporation, as requested by the Agents acting reasonably, and H. such further documents as may be contemplated by this Agreement or as the Agents may reasonably require, all of which documents referenced in this clause 5(a)(ii) shall be in form and substance satisfactory to the Agents;
(iii) on or prior to Closing, the Corporation shall have delivered to the Agents a written direction of the Corporation directing the Agents to deliver the net proceeds from the sale of the Offered Securities to the Corporation in accordance with clause 5(a)(iv) below; and
(iv) the Agents shall have delivered or cause to be delivered to the Corporation:
A. payment of the aggregate Purchase Price for the Offered Securities purchased by the Purchasers net of (i) the commission payable by the Corporation to the Agents as provided in section 7 of this Agreement, and (ii) the expenses payable by the Corporation to the Agents as provided in section 13 of this Agreement, by wire transfer as directed in writing by the Corporation, against delivery from the Corporation to the Agents of a receipt for the aggregate Purchase Price for such Offered Securities, less the foregoing amounts, and B. such further documents as may be contemplated by this Agreement or as the Corporation may reasonably requireAgent, all in form and substance satisfactory to the Agent and its counsel, acting reasonably:
(i) a favourable legal opinion of Sangra Moller LLP, Canadian counsel to the Corporation, and, where appropriate, counsel in other jurisdictions, addressed to the Agent, its counsel and the Purchasers, acceptable to counsel to the Agent, acting reasonably, substantially to the effect that:
A. this Agreement and each of the Offering Documents have been executed and delivered by the Corporation;
B. the execution and delivery by the Corporation of this Agreement and each of the Offering Documents, the fulfilment of the terms hereunder and thereunder by the Corporation, including the issue, sale and delivery on the Closing Date of the Offered Units, the Agent Warrants and the Fee Units (and to the extent applicable, the Warrant Shares, Agent Warrant Shares and Agent Warrant Warrant Shares), to the Agent or the Purchasers, as the case may be, do not constitute or result in a breach of or a default under, and do not create a state of facts which, after notice or lapse of time or both, will constitute or result in a breach of, and will not conflict with, (i) any of the terms, conditions or provisions of the Constating Documents, (ii) and laws of the Province of British Columbia and any federal laws of Canada applicable therein, and (iii) any judgment, order, decree, of which counsel is aware of any Governmental Authority having jurisdiction over the Corporation;
C. the issuance and sale by the Corporation of the Offered Units to the Purchasers in the Canadian Offering Jurisdictions in accordance with the terms and conditions of this Agreement and the Subscription Agreements, and the issuance of the Fee Units and Agent Warrants to the Agent in accordance with the terms and conditions of this Agreement are exempt from the prospectus requirements under the Canadian Securities Laws and no filing, proceeding, approval, consent or authorization is required to be made, taken or obtained by the Corporation under Canadian Securities Laws to permit such issuances and sale through person or companies registered under the Canadian Securities Laws who have complied with the relevant provisions of the Canadian Securities Laws and the terms of their registrations, other than filing, within 10 days from the date of each such issuance and sale, a report of exempt distribution on Form 45-106F1 with the securities commissions as prescribed by NI 45-106, together with payment of the applicable fees, the Presentation with the Ontario Securities Commission, and any filings required under BCI 72-503;
D. the issuance by the Corporation of the Warrant Shares in the Canadian Offering Jurisdictions in accordance with and pursuant to the terms and conditions of the Warrant Indenture is exempt from the prospectus requirements of the Securities Laws in the Qualifying Jurisdictions and no prospectus or other document is required to be filed, no proceeding is required to be taken and no approval, permit or consent of any securities commission is required to be obtained by the Corporation under the Securities Laws in the Qualifying Jurisdictions to permit such issuance of the Warrant Shares;
E. the first trade in the Canadian Offering Jurisdictions by the Purchasers of the Shares, Warrants and Warrant Shares, and the Agent of the Shares and Warrants comprising the Fee Units, the Agent Warrant Shares, Agent Warrant Warrants and Agent Warrant Warrant Shares is exempt from the prospectus requirements of applicable securities laws in the Offering Jurisdictions and no other documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained by the Corporation under such securities laws to permit the first trade of the such securities provided that:
(I) at the time of such first trade, the Corporation is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade;
(II) at least four months have elapsed from the date of distribution of the Shares, Warrants, Shares and Warrants comprising the Fee Units and the Agent Warrants, as applicable;
(III) the certificates representing the Shares and Warrants, and if issued prior to the date that is four months and one day after the Closing Date, the Warrant Shares, Agent Warrant Shares, Agent Warrant Warrants and Agent Warrant Warrant Shares, carry a legend stating the prescribed restricted period in accordance with section 2.5(2)3(i) of NI 45-102, or if the security is entered into a direct registration system or other electronic book-entry system, or if the security holder did not directly receive a certificate representing the security, the security holder received written notice containing the legend restriction notation as required by section 2.5(2)3(i) of NI 45-102;
(IV) such trade is not a “control distribution” (as defined in NI 45102);
(V) no unusual effort is made to prepare the market or to create a demand for the securities that are the subject of the trade;
(VI) no extraordinary commission or consideration is paid to a person or company in respect of such trade; and
(VII) if the Purchaser is an insider or officer of the Corporation at the time of the trade, the Purchaser has no reasonable grounds to believe that the Corporation is in default of applicable securities laws in the Offering Jurisdictions; and
F. such other matters as the Agent and their counsel may require, acting reasonably.
(ii) a favourable legal opinion of AMS Law, corporate counsel to the Corporation addressed to the Agent, their counsel and the Purchasers, acceptable to counsel to the Agent, acting reasonably, substantially to the effect that
A. the Corporation is validly incorporated, organized and in existence in its jurisdiction of incorporation;
B. the Corporation is qualified to carry on its business as presently carried on and to own, lease and operate its properties;
C. the Corporation has all requisite corporate capacity, power and authority to execute and deliver this Agreement and each of the Offering Documents and to perform all transactions contemplated hereby and thereby;
D. the authorized and issued capital of the Corporation;
E. all necessary corporate action has been taken by the Corporation to authorize (i) the execution and delivery of the Offering Documents, and
Appears in 1 contract
Samples: Agency Agreement
Deliveries By Closing Time. (a) Deliveries: By or at the Closing Time:
(i) all actions required to be taken by or on behalf of the Corporation including, without limitation, the passing of all required resolutions of the directors, including committees of the directors, and shareholders, if applicable, directors of the Corporation, shall have occurred in order to complete all of the transactions contemplated by this Agreement and the Subscription AgreementsAgreement, including, without limitation, to create and issue the Offered SecuritiesUnits and the Broker's Warrants and to reserve for issue the Warrant Shares, Broker's Shares and Compensation Warrants, and a certified copy of all such resolutions shall have been delivered by the Corporation to the AgentsAgent;
(ii) the Corporation shall have delivered or caused to be delivered to the Agents:
A. a legal opinion of counsel Agent (all in form and substance satisfactory to the Corporation, Fasken Xxxxxxxxx DuMoulin LLP, addressed to the Agents and the Purchasers addressing the subject matter in Schedule “Agent):
(A” hereto, it being understood that such counsel may rely on ) favourable legal opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than the Provinces of British Columbia, Alberta and Ontario and the federal laws of Canada applicable therein,
B. a legal opinion of U.S. counsel to the Corporation addressed to to, among others, the Agents Agent and the Purchasers to the effect that no registration of the Offered Securities will be required under the U.S. Securities Act, it being understood that such counsel need not express its opinion with respect to any subsequent resales,
C. a title opinion the laws of Xxxxxxx & Xxxx LLP, counsel to the Corporation with respect to title to the property used Province of Ontario in the Lost Creek Project with a covering letter addressed to the Agents and the Purchasers,form attached hereto as schedule A;
D. a certificate (B) certificates dated the Closing Date Date, signed by an appropriate officer of the Corporation and Corporation, addressed to, among others, the Agents Agent and the Purchasers Purchasers, with respect to the articles and by-laws of the Corporation, the resolutions of the directors and shareholders, if any, of the Corporation and any other corporate action taken relating to this Agreement and to the Ancillary Documents creation, allotment, issue and sale of the Offered Units and specimen signatures of signing officers of the Corporation and with respect to such other matters as the Agents Agent may reasonably request request;
(C) a certificate dated the Closing Date, addressed to, among others, the Agent and including specimen signatures the Purchasers, signed by the President and Chief Executive Officer of the signing officers Corporation or any other senior officer of the Corporation, E. a Subscription Agreement from each Purchaser accepted by Corporation acceptable to the Corporation, F. Agent substantially in the form attached hereto as Schedule B;
(D) definitive certificates representing the Common Shares and Warrants comprising the Offered Securities Units registered in the names of the Purchasers or in such other name or names as the Purchasers or the Agents Agent may direct or electronic registration direct;
(E) a definitive certificate representing the Offered Securities Broker's Warrants in the form attached hereto as Schedule C, registered in the name of CDS & Co. the Agent or such other name as the Agents Agent may direct, G. the lock-up agreements executed by certain officers and directors ;
(F) payment of the Corporation, as requested fee payable by the Agents acting reasonablyCorporation to the Agent in accordance with section 6 hereof and the expenses payable by the Corporation in accordance with section 11 hereof by a direction to the Agent to withhold from the certified cheque or bank draft referred to below in paragraph 4(a)(iii) hereof, (i) the fee payable by the Corporation to the Agent as provided in section 6 of this Agreement against delivery from the Agent to the Corporation of a receipt for such fee, (ii) the expenses (excluding legal expenses) payable by the Corporation to the Agent as provided in section 11 of this Agreement against delivery from the Agent to the Corporation of a receipt for such expenses, and H. (iii) the legal expenses payable by the Corporation to counsel for the Agent as provided in section 11 of this Agreement against delivery from such legal counsel to the Corporation of a receipt for such legal expenses;
(G) such further documents as may be contemplated by this Agreement or as the Agents Agent may reasonably require, all of which documents referenced in this clause 5(a)(ii) shall be in form and substance satisfactory to the Agents;; and
(iii) on or prior to Closing, the Corporation shall have delivered to the Agents a written direction of the Corporation directing the Agents to deliver the net proceeds from the sale of the Offered Securities to the Corporation in accordance with clause 5(a)(iv) below; and
(iv) the Agents Agent shall have delivered or cause to be delivered to the Corporation (all in form and substance satisfactory to the Corporation:):
A. (A) payment of the aggregate Purchase Price purchase price for the Offered Securities purchased by Units less the Purchasers net of (i) amount withheld for the commission fee payable by the Corporation to the Agents as provided in Agent pursuant to section 7 of this Agreement, 6 hereof and (ii) the expenses payable pursuant to section 11 hereof, by certified cheque or bank draft payable to the Corporation to or as the Agents as provided in section 13 of this Agreement, by wire transfer as directed Corporation may otherwise direct in writing by the Corporation, against delivery from the Corporation to the Agents Agent of a receipt for the aggregate Purchase Price purchase price for such the Offered Securities, less the foregoing amounts, and B. Units; and
(B) such further documents as may be contemplated by this Agreement or as the Corporation may reasonably require, all in form and substance satisfactory to the Corporation.
Appears in 1 contract
Samples: Agency Agreement (World Heart Corp)
