Deliveries on Filing and Related Matters Sample Clauses

Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to each of the Underwriters: (a) prior to the time of each filing thereof, a copy of the Preliminary Prospectus and the Final Prospectus each manually signed on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws; (b) a copy of the preliminary U.S. Private Placement Memorandum or the final U.S. Private Placement Memorandum, if and as applicable; (c) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Final Prospectus (other than documents already filed publicly with a Securities Commission); (d) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long-form” comfort letter of PricewaterhouseCoopers LLP dated the date of the Final Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter), in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation and the board of directors of the Corporation, with respect to the verification of financial and accounting information and other numerical data of a financial nature contained in the Final Prospectus (including all Documents Incorporated by Reference) 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 auditors’ consent letter and comfort letter (if any) addressed to the Securities Commissions; and (e) prior to the filing of the Final Prospectus with the Securities Commissions, a copy of the TSX conditional approval letter indicating that the application for the listing and posting for trading on the TSX of the Offered Shares has been approved, subject only to satisfaction by the Corporation of the customary post-closing conditions as specified by the TSX. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use of the Offering Documents in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Laws. (2) The Corporation represents and warrants to the Underwriters wi...

Deliveries on Filing and Related Matters. (a) The Company shall deliver to each of the Underwriters: (i) concurrently with the filing of each of the Preliminary Prospectus and the Prospectus, as the case may be, a copy of each of the Preliminary Prospectus and Prospectus, as the case may be, signed by the Company as required by Applicable Securities Laws; (ii) concurrently with the filing thereof, a copy of any Supplementary Material required to be filed by the Company in compliance with Applicable Securities Laws; (iii) concurrently with the filing of the Prospectus with the Securities Commissions, a “long form” comfort letter dated the date of the Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Company from the current auditor of the Company with respect to the Financial Statements, and other financial and accounting information relating to the Company contained or incorporated by reference in the Prospectus, which letter shall be based on a review by such 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 any auditors’ consent letters addressed to the Securities Commissions in the Qualifying Jurisdictions; (iv) prior to the filing of the Prospectus with the Securities Commissions, copies of correspondence demonstrating that the listing and posting for trading on the TSX of the Offered Shares has been approved subject only to the satisfaction by the Company of such customary and standard post-closing conditions imposed by the TSX in similar circumstances and set forth in a letter of the TSX addressed to the Company (the “Standard Listing Conditions”); and (v) copies of all other documents resulting or related to the Company taking all other steps and proceedings that may be necessary in order to qualify the Offered Shares for distribution in each of the Qualifying Jurisdictions by the Underwriters and other persons who are registered in a category permitting them to distribute the Offered Shares under Applicable Securities Laws.

Deliveries on Filing and Related Matters. (a) The Corporation shall deliver to the Agents: (i) a copy of the Final Prospectus, the U.S. Final Prospectus, the Registration Statement, and the Blue Sky Registrations signed and certified by the Corporation and Agents as required by Applicable Securities Laws; (ii) a copy of any other document filed with, or delivered to, Securities Regulators under applicable Securities Laws in connection with the Offering; (iii) a “long-form” comfort letter dated the date of the Final Prospectus and U.S. Final Prospectus, in form and substance satisfactory to the Agents, acting reasonably, addressed to the Agents and the directors of the Corporation from the Auditors with respect to financial and accounting information relating to the Corporation contained in the Final Prospectus and U.S. Final Prospectus, which letter shall be based on a review by the Auditors within a cut-off date of not more than two Business Days prior to the date of the letter and which letter shall be in addition to the Auditors’ consent letter and any comfort letter addressed to the Securities Regulators in the Qualifying Jurisdictions; and (iv) prior to filing of the Final Prospectus, U.S. Final Prospectus, and Blue Sky Registrations with Securities Regulators, copies of correspondence indicating that the application for the listing and posting for trading on the CSE of (i) the Offered Shares, and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants, has been made, subject only to satisfaction by the Corporation of customary post-closing filings required by the CSE and OTC (the “Standard Listing Filings”). (b) The Corporation has delivered to the Agents signed copies of all Supplementary Material, if any. The Corporation has delivered to the Agents, with respect to such Supplementary Material or Subsequent Disclosure Document, to the extent that such Supplementary Material contains any financial and accounting information, a comfort letter substantially similar to that referred to in subsection 4(a)(iii). (c) The Corporation confirms that it has or will deliver to the Agents copies of the Preliminary Prospectus, the U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, the Registration Statement, and Blue Sky Registrations signed as required by Applicable Securities Laws. (d) During the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Agents drafts of any ...

Deliveries on Filing and Related Matters. (a) The Company shall deliver to the Underwriters: (i) concurrently with the filing of the Prospectus Supplement with the Securities Regulators, a copy of the Prospectus Supplement signed and certified by the Company as required by Canadian Securities Laws; (ii) concurrently with the filing of the Prospectus Supplement with the Securities Regulators, a copy of the U.S. Private Placement Memorandum; (iii) concurrently with the filing of the Prospectus Supplement with the Securities Regulators, a long form comfort letter dated the date of the Prospectus Supplement, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Company from the Company's Auditors with respect to financial and accounting information relating to the Company contained in the Prospectus, which letter shall be based on a review by the Company's Auditors within a cut-off date of not more than two Business Days prior to the date of the letter and which letter shall be in addition to the auditors' consent letter addressed to the Securities Regulators; and (iv) as soon as practicable after the filing of the Prospectus Supplement with the Securities Regulators, copies of correspondence indicating that the application for the listing and posting for trading on the TSXV and the NYSE of the Unit Shares, the Warrant Shares, and the Broker Warrant Shares has been approved subject only to satisfaction by the Company of certain standard post-closing conditions imposed by the TSXV.

Deliveries on Filing and Related Matters. (a) In connection with the Preliminary Prospectus (and prior to or concurrently with the filing thereof, as applicable), the Company: (i) will file, concurrently with the execution of this Agreement, the Preliminary Prospectus and obtain the Preliminary Receipt prior to 5:00 p.m. (Vancouver time) on the date hereof and will take all other steps and proceedings that may be necessary in connection therewith; (ii) will deliver or cause to be delivered to the Underwriter a copy of the Preliminary Prospectus manually signed and certified on behalf of the Company, by the persons and in the form as required by Canadian Securities Laws; (iii) will deliver or cause to be delivered to the Underwriter a copy of any other document required to be filed with or delivered to the Securities Commissions in connection with the Offering, including any Supplementary Material or Document Incorporated by Reference in the Preliminary Prospectus (other than any document already filed publicly with the Securities Commissions); (iv) if requested by the Underwriter, will deliver or caused to be delivered to the Underwriter a copy of the U.S. Placement Memorandum in respect of the Preliminary Prospectus; and (v) will deliver to the Underwriter, without charge, as soon as practicable but in any event by the next Business Day (or for delivery locations outside of Vancouver, on the second Business Day) after the Preliminary Receipt is obtained (and will thereafter deliver from time to time), as many commercial copies of the Preliminary Prospectus and the applicable U.S. Placement Memorandum (and any Supplementary Material) as the Underwriter reasonably requested (and may hereafter reasonably request) for the purposes contemplated hereunder and contemplated by applicable Securities Laws and each such delivery of the Preliminary Prospectus and the applicable U.S. Placement Memorandum (and any Supplementary Material) shall constitute the consent of the Company to the use of such documents by the Underwriter, the U.S. Affiliates and each Selling Firm in connection with the Offering, subject to the Underwriter, the U.S. Affiliates and each Selling Firm complying with the provisions of applicable Securities Laws and the provisions of this Agreement. (b) In connection with the Final Prospectus (and prior to or concurrently with the filing thereof, as applicable), the Company: (i) will (A) have satisfied all comments made and deficiencies raised by the Securities Commissions with respect to the...

Deliveries on Filing and Related Matters. (a) The Corporation shall deliver to the Underwriter: (i) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a “long form” comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter and the directors of the Corporation, from the Corporation’s Auditor with respect to financial and accounting information relating to the Corporation contained in the Final Prospectus derived from the Corporation’s audited annual financial statements for the years ended December 31, 2019 and 2018, and any interim unaudited financial statements incorporated by reference in the Final 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 any auditors’ consent letters or comfort letter addressed to the Canadian Securities Regulators; and (ii) as soon as practicable after the Preliminary Prospectus, Final Prospectus and any Supplementary Material are prepared, the U.S. Preliminary Memorandum and the U.S. Memorandum, as applicable, incorporating the Preliminary Prospectus, the Final Prospectus or any Supplementary Material, as the case may be, prepared for use in connection with the offering for sale of the Units to, or for the account or benefit of, persons in the United States and U.S. Persons, and, forthwith after preparation, any amendment to the U.S. Memorandum. Each of the U.S. Preliminary Memorandum and the U.S. Memorandum shall contain as an exhibit a “Qualified Institutional Buyer Letter” to be delivered by the Underwriter or U.S. Affiliate, as applicable, and completed by Qualified Institutional Buyers, that sets forth the terms and conditions of their potential purchase and the restrictions on the offer, sale, pledge, hypothecation or other transfer and other important terms with respect to their possible purchase of Units; and (iii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, copies of correspondence indicating that the application for the listing and posting for trading on the TSX of the Unit Shares, the Warrant Shares, the Underwriter’s Warrant Shares and the Warrants has been approved for listing subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the TSX (the “Standard Listing Conditions”). (b) During t...

Deliveries on Filing and Related Matters. (1) The Corporation shall cause to be delivered to the Underwriters: (a) forthwith when available, copies of the Canadian Prospectus (in both the English and French languages) and U.S. Prospectus and any Canadian Prospectus Amendment (in both the English and French languages) or U.S. Registration Statement Amendment signed as required by the Applicable Securities Laws of the Offering Jurisdictions, including (to the extent requested by the Underwriters) copies of any documents or information incorporated by reference therein and copies of any other documents filed as required by the Applicable Securities Laws which will be identical in content to the electronic versions filed in the Offering Jurisdictions on SEDAR or XXXXX, as applicable; (b) at or prior to the time of filing on SEDAR of the Canadian Prospectus Supplement and any Canadian Prospectus Amendment: (i) an opinion of XxXxxxxx Xxxxxxxx LLP, dated the date of the Canadian Prospectus Supplement or Canadian Prospectus Amendment, as applicable, and acceptable in form and substance to the Underwriters’ counsel that, except for: (A) the Corporation’s consolidated financial statements as at December 31, 2008 and 2007 and for each of the years in the three year period ended December 31, 2008, the notes thereto, the auditors’ report thereon and the auditors’ report on internal control over financial reporting; (B) management’s discussion and analysis of financial condition and results of operations as at and for the year ended December 31, 2008; (C) the Corporation’s unaudited consolidated interim financial statements as at and for the three and nine month periods ended September 30, 2009 and 2008 and the notes thereto; (D) management’s discussion and analysis of financial condition and results of operations as at and for the three and nine month periods ended September 30, 2009; (E) the reconciliation to U.S. GAAP of the consolidated financial statements as at December 31, 2008 and 2007 and for each of the years in the three year period ended December 31, 2008; (F) the reconciliation to U.S. GAAP of the unaudited consolidated interim financial statements as at and for the three and nine month periods ended September 30, 2009 and 2008; and (G) the auditor’s consent and any other financial or accounting information, in each case, included or incorporated by reference in the Canadian Prospectus or Canadian Prospectus Amendment, as applicable (collectively, the “Financial Information”), the French language v...

Deliveries on Filing and Related Matters. (a) The Corporation shall deliver to the Underwriter: (i) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a “long form” comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter and the directors of the Corporation, from the Corporation’s Auditor with respect to financial and accounting information relating to the Corporation contained in the Final Prospectus derived from the Corporation’s audited annual financial statements for the years ended December 31, 2019 and 2018, 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 any auditors’ consent letters or comfort letter addressed to the Canadian Securities Regulators; and (ii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, copies of correspondence indicating that the application for the listing and posting for trading on the TSX of the Unit Shares, the Warrant Shares, the Underwriter’s Warrant Shares and the Warrants has been approved for listing subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the TSX (the “Standard Listing Conditions”). (b) During the distribution of the Units: (i) the Corporation and the Underwriter shall approve in writing, a template version of any Marketing Materials reasonably requested to be provided by the Underwriter to any potential investor of Units, such Marketing Materials to comply with Securities Laws. The Corporation shall file a template version of such Marketing Materials with the Canadian Securities Regulators as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Corporation and the Underwriter, and in any event on or before the day the Marketing Materials are first provided to any potential investor of Units, and such filing shall constitute the Underwriter’s authority to use such Marketing Materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulator...

Deliveries on Filing and Related Matters. (1) The Corporation shall cause to be delivered to the Agents: (a) a copy of the Final Prospectus signed; (b) 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 Passport System and Applicable Securities Laws; (c) a “long-form” comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the Agents, addressed to the Agents and the Corporation, from the auditors of the Corporation, MNP 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 Corporation in the Final Prospectus which letter shall be in addition to the auditors’ report contained in the Final Prospectus and any auditors’ comfort letter addressed to the securities regulatory authorities in the Qualifying Jurisdictions; and (d) a copy of the letter from the CSE advising the Corporation that approval to the conditional listing of the Unit Shares and Warrants has been granted by the CSE, subject only to the satisfaction of certain usual conditions set out therein.

Deliveries on Filing and Related Matters. (a) The Company shall deliver, or cause to be delivered, to the Agent: (i) a copy of the Preliminary Prospectus and, prior to the filing of the Final Prospectus with the Securities Commissions in the Qualifying Provinces, a copy of the Final Prospectus signed by the Company as required by Canadian Securities Laws; (ii) prior to the filing of any Supplementary Material with the Securities Commissions in the Qualifying Provinces, a copy of such Supplementary Material required to be filed by the Company in compliance with Canadian Securities Laws; (iii) concurrently with the filing of the Final Prospectus with the Securities Commissions in the Qualifying Provinces, a "long form" comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the Agent, acting reasonably, addressed to the Agent from the Company's Auditors with respect to financial and accounting information relating to the Company contained in the Final Prospectus and all Documents Incorporated by Reference, which letter shall be based on a review by the Company'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 addressed to the Securities Commissions in the Qualifying Provinces; and (iv) prior to the filing of the Final Prospectus with the Securities Commissions in the Qualifying Provinces, copies of all filings made by the Company with the CSE. (b) The Company shall prepare and deliver promptly to the Agent signed copies of all Supplementary Material.