Deliveries on Filing. On or prior to the day of the filing of a Prospectus or Registration Statement, as applicable, Tahoe shall deliver to Goldcorp and each of the Underwriters:
(i) a copy of such Prospectus, signed and certified as required by the Canadian Securities Laws;
(ii) a copy of any other document required to be filed along with the Prospectus by Xxxxx under the Canadian Securities Laws;
(iii) a copy of the Initial Registration Statement, the Amendment No. 1 to the Initial Registration Statement and the Amendment No. 2 to the Initial Registration Statement, as applicable, in each case signed as required by the U.S. Securities Act and the rules and regulations of the SEC thereunder and any documents included as exhibits to any such registration statement;
(iv) any Registration Statement Amendment required to be filed, signed as required by the U.S. Securities Act and the rules and regulations of the SEC thereunder and any documents included as exhibits to the Registration Statement Amendment; and
(v) in respect of the filing of the Final Prospectus, one or more “long form” comfort letters from Tahoe’s Auditors and Rio Alto’s Auditors, dated the date of the Final Prospectus (with the requisite procedures to be completed by such auditors no more than two Business Days prior to the date of the Final Prospectus), addressed to the Underwriters, Goldcorp, and the directors of Tahoe in form and substance satisfactory to the Underwriters, with respect to certain financial and accounting information contained or incorporated by reference in the Final Prospectus, the U.S. Final Prospectus and the Registration Statement which letter shall be in addition to the independent auditor’s letters required to be filed with, the Final Prospectus.
Deliveries on Filing. On or prior to the day of the filing of the Final Prospectus, the Company shall deliver to each of the Underwriters:
(i) a copy of each of the Preliminary Prospectus, the Amended Preliminary Prospectus and the Final Prospectus in the English language signed and certified as required by the Canadian Securities Laws in the Qualifying Provinces;
(ii) a copy of any other document required to be filed along with the Prospectus by the Company under the Canadian Securities Laws;
(iii) a copy of the Preliminary U.S. Placement Memorandum for Institutions, the Preliminary U.S. Placement Memorandum for Non-Institutions, the Amended Preliminary U.S. Placement Memorandum for Institutions, the Amended Preliminary U.S. Placement Memorandum for Non-Institutions, the U.S. Placement Memorandum for Institutions and the U.S. Placement Memorandum for Non-Institutions;
(iv) a “long form” comfort letter from PWC, dated the date of the Final Prospectus (with the requisite procedures to be completed by such auditors within two Business Days of the date of the Final Prospectus), addressed to the Underwriters, the Directors and the Company in form and substance satisfactory to the Underwriters, with respect to certain financial and accounting information relating to the Company in the Final Prospectus, which letters shall be in addition to the auditors’ reports contained in the Final Prospectus and any auditors’ comfort letters addressed to the Canadian Securities Regulators.
Deliveries on Filing. Concurrently with the filing of the Preliminary Prospectus or Final Prospectus, as the case may be, under Canadian Securities Laws, the Corporation shall deliver to the Underwriters:
(i) a copy of the Preliminary Prospectus or Final Prospectus, as applicable, including all Documents Incorporated by Reference (to the extent not available on SEDAR) , signed and certified as required by the Canadian Securities Laws applicable in the Qualifying Jurisdictions;
(ii) a copy of the preliminary U.S. Private Placement Memorandum or the final U.S. Private Placement Memorandum, as applicable;
(iii) a copy of any other document required to be filed by the Corporation in compliance with Canadian Securities Laws in connection with the Offering;
(iv) a “long-form” comfort letter of the Corporation’s Auditors dated as of the date of the Final Prospectus (with the requisite procedures to be completed by the Corporation’s Auditors within two Business Days of the date of the Final Prospectus) addressed to the Underwriters, the Corporation and the Directors in form and substance satisfactory to the Underwriters, acting reasonably, with respect to certain financial and accounting information relating to the Corporation and other numerical data in the Final Prospectus, including all Documents Incorporated by Reference, which letter shall be in addition to the auditors’ report incorporated by reference into the Prospectus and any auditors’ comfort letters addressed to the securities regulatory authorities in the Qualifying Jurisdictions;
(v) prior to or concurrent with the filing of the Final Prospectus, evidence satisfactory to the Underwriters and the Underwriters’ Counsel, acting reasonably, that the Purchased Securities (including the Flow-Through Shares which may become Donated Shares) and the Additional Securities have been conditionally approved for listing and posting for trading on the TSX, subject to satisfaction of certain usual conditions of the TSX.
Deliveries on Filing. On or prior to the day of the filing of the Final Prospectus, the Company shall deliver to each of the Agents:
(a) a copy of the Final Prospectus signed and certified as required by the Securities Laws in the Qualifying Provinces;
(b) a copy of any other document required to be filed by the Company under the Securities Laws;
(c) a long-form comfort letter of the Company’s Auditors, dated the date of the Final Prospectus (with the requisite procedures to be completed by the Company’s Auditors no earlier than two Business Days prior to the date of the Final Prospectus), in form and substance satisfactory to the Agents, acting reasonably, addressed to the Agents, containing statements and information of the type ordinarily included in comfort letters to Agents in connection with a public offering of securities in Canada, with respect to the verification of financial and accounting information and other numerical data of a financial nature contained in the Final Prospectus relating to the Company and matters involving changes or developments since the respective dates as of which specific financial information is given therein, which letter shall be in addition to the Company’s Auditors’ comfort letters addressed to the Securities Commissions, if any; and
(d) a copy of the letter from the TSXV advising the Company that conditional approval of the Underlying Shares has been granted by the TSXV, subject to the satisfaction of the customary conditions set out therein.
Deliveries on Filing. Concurrently with the execution and delivery of this Agreement, the Corporation shall deliver to the Agent:
(i) a copy of the Prospectus;
(ii) a copy of any other document required to be filed by the Corporation under the laws of each of the Qualifying Jurisdictions in compliance with the Canadian Securities Laws;
(iii) copies of correspondence indicating that the application for the listing and posting for trading on the TSX and NASDAQ of the Common Shares comprising part of the Units and the Warrant Shares have been approved for listing subject only to satisfaction by the Corporation of certain standard post-closing conditions imposed by the TSX and NASDAQ (the “Standard Listing Conditions”); and
(iv) a “long form” comfort letter dated the date of the Prospectus, in form and substance satisfactory to the Agent, acting reasonably, addressed to the Agent and the directors of the Corporation from the Corporation’s Auditors with respect to financial and accounting information relating to the Corporation contained in the Prospectus, which letter shall be based on a review by the Corporation’s Auditors within a cut-off date of not more than two Business Days prior to the date of the letter, which letter shall be in addition to the auditors’ consent letter and comfort letter addressed to the Canadian Securities Regulators.
Deliveries on Filing. Concurrently with the execution and delivery of this Agreement or as soon as possible thereafter, the Fund shall deliver to each of the Agents:
(a) a copy of the Final Prospectus in the English language signed;
(b) a copy of the Final Prospectus in the French language signed;
(c) a copy of any other document required to be filed by the Fund under the laws of each of the Qualifying Jurisdictions in compliance with the Passport System and Canadian Securities Laws;
(d) legal opinions dated the date of the Preliminary Prospectus and the Final Prospectus, in form and substance satisfactory to the Agents, addressed to the Agents, the Fund, counsel to the Agents and counsel to the Fund, from counsel to the Fund, Stikeman Elliott LLP, to the effect that the French language version of each of the Preliminary Prospectus and the Final Prospectus, except for (i) the annual audited financial statements of the Fund for the fiscal year ended December 31, 2010, together with the accompanying report of the auditors dated March 28,2011, (ii) the unaudited financial statements of the fund for the six months ended June 30, 2011, (iii) the management report of fund performance of the Fund for the fiscal year ended December 31, 2010, and (iv) the interim management report of fund performance of the Fund for the six months ended June 30, 2011 (collectively, the “Financial Information”), as to which no opinion need be expressed by such counsel, is, in all material respects, a complete and proper translation of the English language version thereof;
(e) opinions dated the date of the Preliminary Prospectus and the Final Prospectus, in form and substance satisfactory to the Agents, addressed to the Agents, the Fund and their respective counsel, from the auditors of the Fund, PricewaterhouseCoopers LLP, to the effect that the French language version of the Financial Information contained in the Preliminary Prospectus and the Final Prospectus, respectively is, in all material respects, a complete and proper translation of the English language version thereof;
(f) a comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the Agents, addressed to the Agents and the Fund, from the auditors of the Fund, PricewaterhouseCoopers LLP, and based on a review completed not more than two Business Days prior to the date of the letter, with respect to certain financial and accounting information relating to the Fund in the Final Prospectus which letter shall be ...
Deliveries on Filing. On or on the day preceding the day of the filing of the Final Prospectus, the Corporation shall deliver to each of the Underwriters:
(a) a copy of the Preliminary Prospectus, the Amended Preliminary Prospectus and the Final Prospectus in the English language signed and certified as required by the Canadian Securities Laws in the Qualifying Jurisdictions;
(b) a copy of any other document required to be filed by the Corporation under the Canadian Securities Laws;
(c) a “long-form” comfort letter of Wolrige Xxxxx LLP dated the date of the Final Prospectus (with the requisite procedures to be completed by such auditors within two Business Days of the date of the Final Prospectus), addressed to the Underwriters and the directors of the Corporation, in form and substance satisfactory to the Underwriters, with respect to certain financial and accounting information relating to the Corporation and other numerical data in the Marketing Materials of the Corporation and the Final Prospectus, which letter shall be in addition to the auditors’ report contained in the Final Prospectus and the auditors’ comfort letters addressed to the Canadian Securities Regulators;
(d) a letter from the TSX-V advising the Corporation that approval of the conditional listing of the Offered Shares and Cobalt Contract Shares has been granted by the TSX-V, subject to the satisfaction of certain usual conditions set out therein; and
(e) a duly executed Lock-Up Agreement from each of: (A) the directors and executive management of the Corporation, including the Chief Executive Officer, Chief Financial Officer and President & Chief Operating Officer; (B) affiliates and associates of the persons identified in (A) above who own or control common shares of the Corporation; and (C) Pala Investments Limited.
Deliveries on Filing. Concurrently with the execution and delivery of this Agreement or as soon as possible thereafter, Issuer shall deliver to the Agent:
(i) a copy of the Final Prospectus signed and certified; and
(ii) a copy of any other document required to be filed by Issuer under the laws of the Qualifying Province in compliance with the Canadian Securities Laws.
Deliveries on Filing. 5 Section 9 Covenants of the Corporation.........................................................6 Section 10 Representations as to Prospectus and Supplementary Material.........................9 Section 11 Representations and Warranties of the Corporation...................................9 Section 12 Conditions.........................................................................16 Section 13 Termination........................................................................21 Section 14 Indemnity..........................................................................22
Deliveries on Filing. (a) Concurrently with filing the Prospectus as required pursuant to Section 5 hereof, the Company shall deliver to the Agent:
(i) a copy of the Preliminary Prospectus and the Prospectus in the English language signed and certified as required by the Canadian Securities Laws;
(ii) a copy of any other document required to be filed by the Company under the laws of each of the Qualifying Provinces in compliance with the Canadian Securities Laws;
(iii) a comfort letter dated the date of the Prospectus, in form and substance satisfactory to the Agent, addressed to the Agent from the auditors of the Company, with respect to certain financial and accounting information relating to the Company in the Prospectus, which letter shall be in addition to the auditors' report contained in the Prospectus and the auditors' comfort letter addressed to the securities regulatory authorities in the Qualifying Provinces.
