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 with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) above: (a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws; (b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; (c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws. (3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.
Appears in 2 contracts
Samples: Underwriting Agreement (Aphria Inc.), Underwriting Agreement (Aphria Inc.)
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver deliver, or cause to be delivered, to each of the Underwriters:
(ai) prior to the time filing of each filing thereofthe Preliminary Prospectus and the Final Prospectus with the Canadian Securities Regulators, 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 Corporation 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;
(cii) prior to the time filing of filing thereofany Supplementary Material with the Canadian Securities Regulators, a copy of any such Supplementary Material, or other document Material required to be filed with or delivered to, the Securities Commissions by the Corporation under in compliance with 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)Laws;
(diii) concurrently with the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a “long-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)Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation Underwriters and the board of directors of the Corporation from the Corporation, ’s Auditors with respect to the verification of financial and accounting information and other numerical data of a financial nature relating to the Corporation contained in the Final Prospectus (including all Documents Incorporated Prospectus, which letter shall be based on a review by Reference) and matters involving changes or developments since the respective dates as Corporation’s Auditors within a cut-off date of which specific financial information is given therein 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 (if any) addressed to the Canadian Securities CommissionsRegulators;
(iv) concurrently with the filing of the Preliminary Prospectus and the Final Prospectus with the Canadian Securities Regulators, as of the date of each of the Preliminary Prospectus and the Final Prospectus, a legal opinion of the Corporation’s local counsel, addressed to the Underwriters and their legal counsel and dated as of such dates, in form and content acceptable to the Underwriters, to the effect that the French language versions of each of the Preliminary Prospectus and Final Prospectus (excluding certain financial portions), as the case may be, together with each document incorporated by reference therein (other than the financial statements), is in all material respects a complete and proper translation of the English version thereof;
(v) concurrently with the filing of the Preliminary Prospectus and the Final Prospectus with the Canadian Securities Regulators, as of the date of each of the Preliminary Prospectus and the Final Prospectus, an opinion of the Corporation’s auditors addressed to the Underwriters and their legal counsel and dated as of such dates, in form and content acceptable to the Underwriters, to the effect that the financial data contained or incorporated by reference in the French language versions of the Preliminary Prospectus and Final Prospectus, as the case may be, is in all material respects a complete and proper translation of the English version thereof; and
(evi) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy copies of correspondence from the TSX conditional approval letter TSXV indicating that the application for the listing and posting for trading on the TSX TSXV of the Offered Shares has Underlying Securities (including any Penalty Securities), have been approved, approved for listing subject only to satisfaction by the Corporation of the customary certain post-closing conditions as specified (the “Listing Conditions”) imposed 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 with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters TSXV as set out in Section 4(1) above:
its conditional approval letter dated January 11, 2012 (a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws“TSXV Letter”).
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.
Appears in 2 contracts
Samples: Underwriting Agreement (Amaya Gaming Group Inc.), Underwriting Agreement (Amaya Gaming Group Inc.)
Deliveries on Filing and Related Matters.
(1) The Corporation shall deliver to each of the Underwriters:Underwriter:
(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);
(c) prior to the time of filing each Prospectus, a copy of the Preliminary U.S. Private Placement Memorandum and the U.S. Private Placement Memorandum, as applicable;
(d) prior to or concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long-form” comfort letter of PricewaterhouseCoopers LLP the Auditors, dated the date of the Final Prospectus (with the requisite procedures to be completed by such auditor Auditors within two (2) Business Days of the date of such letterletters), in form and substance satisfactory to the UnderwritersUnderwriter, acting reasonably, addressed to the UnderwritersUnderwriter, 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 letters shall be in addition to the auditorsAuditors’ consent letter and comfort letter (if any) addressed to the Securities Commissions; andand
(e) prior to the filing of the Final Prospectus with the Securities Commissions, a copy of the TSX Stock Exchange conditional approval letter indicating that the application for the listing and posting for trading on the TSX Stock Exchange of the Offered Unit Shares, Warrants (subject to meeting distribution requirements of the Stock Exchange), Warrant Shares, Compensation Shares, Compensation Warrants (subject to meeting distribution requirements for the Warrants) and Compensation Warrant Shares has have been approved, subject only to satisfaction by the Corporation of the customary post-closing conditions as specified by the TSXStock Exchange. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s consent to the Underwriters’ Underwriter’s use of the Offering Documents Documents, the Preliminary U.S. Private Placement Memorandum and the U.S. Private Placement Memorandum in connection with the distribution offer and sale of the Offered Shares Units in compliance with this Agreement and Securities Laws.
(2) The Corporation represents and warrants to the Underwriters Underwriter with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters Underwriter as set out in Section 4(1) abovehereof:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters Underwriter and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Offering, the Offered Securities and the Offered SharesCompensation Securities, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters Underwriter and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(c) except with respect to information and statements relating solely to the Underwriters Underwriter and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus Prospectus, the Preliminary U.S. Private Placement Memorandum and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters Underwriter without charge, in such quantities and in such cities as the Underwriters Underwriter may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day)) after obtaining the Preliminary Receipt or the Final Receipt, as the case may be. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ Underwriter’s use of the Preliminary Prospectus, Prospectus and the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares Units in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and to the offer and sale use of the Offered Shares to, or for Preliminary U.S. Private Placement Memorandum and the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.U.S. Private Placement
Appears in 2 contracts
Samples: Underwriting Agreement, Underwriting Agreement
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 Document Incorporated by reference 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 with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) above:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.U.S. Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Shares.
(4) Each of the Corporation and the Underwriters have approved the Marketing Material, including any template version thereof which the Corporation has filed with the Securities Commissions and which is and will be incorporated by reference into the Prospectus, as the case may be. The Corporation and the Underwriters each covenant and agree that during the distribution of the Offered Shares, it will not provide any potential investor of Offered Shares with any marketing materials except for marketing materials that comply with, and have been approved in accordance with, NI 44-101. If requested by the Underwriter, in addition to the Marketing Materials, the Corporation will cooperate, acting reasonably, with the Underwriter in approving any other marketing materials to be used in connection with the Offering.
(5) Subject to compliance with Securities Laws, 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 Underwriters drafts of any press releases of the Corporation for review by the Underwriters prior to issuance and shall obtain the prior approval of the Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”.
(6) Notwithstanding any provision hereof, nothing in this Agreement will create any obligation of the Corporation to file a registration statement or otherwise register or qualify the Offered Shares for sale or distribution outside of Canada.
Appears in 1 contract
Samples: Underwriting Agreement (Aphria Inc.)
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver will, as soon as possible following the execution of this Agreement, use its commercially reasonable efforts to each of the Underwriters:
(a) prior to the time of each filing thereof, a copy of the Preliminary Prospectus and file the Final Prospectus each manually signed on behalf of in both the Corporation, by the persons English 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), French languages in form and substance satisfactory to the Underwriters, Agents 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 all 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 documents required under the Securities Commissions; and
(e) prior to the filing of the Final Prospectus Laws with the Securities Commissions, a copy and will use its commercially reasonable efforts to obtain the Final Passport Decision Document from the AMF on its own behalf and on behalf of the TSX conditional approval letter indicating other Securities Commissions as soon as possible after such filing and will have taken all other steps and proceedings that may be necessary on its part: (a) in order to qualify the application Offered Securities for distribution in each of the listing Offering Jurisdictions by the Agents and posting for trading other Persons engaged by the Agents who are registered in a category permitting them to distribute the Offered Securities under the Securities Laws and who comply with the Securities Laws (such other investment dealers and brokers are collectively referred to herein as the “Selling Firms”), (b) to enable the Units to be lawfully offered and sold by U.S. Affiliates based on certain exemptions in the United States in accordance with schedule A hereof, and (c) in order to qualify, in the Offering Jurisdictions, the issue of the Compensation Options and the Over-Allotment Option.
(b) The Corporation will use its commercially reasonable efforts to cause to be delivered to the Agents, at those delivery points as the Agents may reasonably request, as soon as possible, and in any event no later than 5:00 p.m. (Toronto time), on the TSX second Business Day immediately following the issuance of the Final Passport Decision Document, and thereafter from time to time during the distribution of the Offered Shares has been approvedSecurities, subject only to satisfaction by the Corporation as many commercial copies of the customary post-closing conditions Final Prospectus in the English and French languages as specified by the TSXAgents may reasonably request. Unless otherwise advised The Corporation will similarly use its commercially reasonable efforts to cause to be delivered to the Agents, without charge, at those delivery points and in writingsuch number as the Agents may reasonably request, such deliveries shall also commercial copies of the U.S. Placement Memorandum and any Supplementary Material required to be delivered to purchasers or prospective purchasers of the Offered Securities. Each delivery of the Final Prospectus, the U.S. Placement Memorandum or any Supplementary Material (collectively, the “Offering Documents”) will constitute the Corporation’s consent to the Underwriters’ use of the Offering Documents in connection with by the Agents and the other Selling Firms for the distribution of the Offered Shares Securities in the Offering Jurisdictions and the distribution of the Units on an exempt basis in the United States, in compliance with the provisions of this Agreement and Agreement, the Securities Laws, the U.S. Securities Laws and applicable Laws other jurisdictions as agreed by the Corporation and the Agents.
(2c) The Corporation represents and warrants to the Underwriters with respect to Each delivery of the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1Agents by the Corporation under section 5(b) above:
(a) all information hereof will constitute the representation and statements in such documents (including information and statements incorporated by reference warranty of the Corporation to the extent they have not been superseded by Agents and the information and statements in the Offering Documents) other Selling Firms that (except for the information and statements relating solely to the Underwriters Agents or the other Selling Firms and furnished by them in writing specifically for use in a Prospectussuch document), at the Time of Closing:
(i) the information and statements contained in each of the Offering Documents:
(A) are true and correct, correct in all material respects, and ;
(B) do not contain no misrepresentation and a misrepresentation; and
(C) constitute full, true and plain disclosure of all material facts relating to the Offered Securities and to the Corporation, ; and
(ii) each of the Offering Documents complies in all material respects with Securities Laws and U.S. Securities Laws applicable to such Offering Documents.
(d) The Corporation will deliver to the Offered SharesAgents, without charge, in Xxxxxxx, Xxxxxxx, contemporaneously with or prior to the filing of the Final Prospectus, as the case may be, unless otherwise indicated:
(i) a copy of the Final Prospectus in both the English and French languages, signed on behalf of the Corporation as required by Canadian the Securities Laws;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is copy of any other document required to be stated filed by the Corporation under the Securities Laws in such disclosure or is necessary to make connection with the statements or information contained in such disclosure not misleading in light distribution of the circumstances under which they were madeOffered Securities contemplated by this Agreement;
(ciii) except with respect to information and statements relating solely opinions of legal counsel to the Underwriters and furnished by them specifically for use in a ProspectusCorporation addressed to the Agents, the Prospectus Corporation and any Supplementary Material comply fully with the requirements Agents’ legal counsel, in form and substance satisfactory to the Agents, acting reasonably, dated as of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies dates of filing of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may beany Supplementary Material, to be delivered to the Underwriters without charge, in such quantities and in such cities as effect that the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use French language version of the Preliminary Prospectus, the Final Prospectus or any Supplementary Material, as the case may be, including, unless an applicable translation exemption is obtained, except the financial information contained or incorporated by reference therein, is in all material respects a complete and accurate translation of the English language version thereof;
(iv) opinions of the auditors addressed to the Agents, the Corporation, the Agents’ legal counsel and the U.S. Private Placement Memorandum Corporation’s legal counsel dated as of the dates of filing the Preliminary Prospectus, the Final Prospectus and any Supplementary Material, to the effect that the French language version of the financial information contained therein and in the documents or information incorporated or deemed to be incorporated therein, is in all material respects a complete and proper translation of the English language version thereof;
(v) evidence satisfactory to the Agents of the conditional approval of the listing and posting for trading on the TSX-V of the Flow-Through Shares, Unit Shares, Warrant Shares and the Compensation Option Shares, subject only to satisfaction by the Corporation of customary conditions imposed by the TSX-V in similar circumstances (the “Standard Listing Conditions”); and
(vi) a “long-form” comfort letter or comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the Agents, addressed to the Agents and the board of directors of the Corporation from Xxxxx Fremeth Star G.P., and based on a review completed not more than two Business Days prior to the date of the Final Prospectus, 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 letters addressed to the Securities Commissions.
(e) The opinions, comfort letters and other documents substantially similar to those referred to in clauses 5(d)(iii), 5(d)(iv) and 5(d)(vi) of this Agreement will be delivered to the Agents and their legal counsel with respect to any Supplementary Material or other relevant document, concurrently with the filing of the Supplementary Material or other relevant document.
(f) During the period commencing on the date hereof and until completion of the distribution of the Offered Shares Securities, the Corporation will not without the prior written consent of the Agents make any press release that includes information regarding the Corporation or the Offering and, so far as practicable, will provide to the Agents drafts of any press releases of the Corporation that includes information regarding the Corporation or the Offering, for review by the Agents and their respective legal counsel prior to issuance, provided that any such review will be completed in a timely manner.
(g) Prior to the filing of the Final Prospectus or any Supplementary Material and the Time of Closing the Corporation will allow the Agents to participate fully in the Qualifying Jurisdictions preparation of such documents and will allow the Agents and their advisors and representatives to conduct all additional due diligence investigations which they may reasonably require in compliance order to fulfill their obligations as agents in connection with the provisions Offering and, as applicable, in order to enable them to execute the certificate required to be executed by them in the Final Prospectus and any Supplementary Material, which may include investigations conducted up to the Time of this Agreement Closing including the holding of one or more “due diligence” meetings at or prior to the Time of Closing with officials of the Corporation, its independent resource consultants, outside legal counsel and Canadian Securities Laws auditors and former auditors of the Corporation.
(h) The Corporation agrees with and acknowledges to the Agents that each of the Agents, their respective affiliates, and the offer directors, officers, employees, shareholders and sale agents of each of them, have not been, nor shall they be, responsible to it for verifying the accuracy and/or fairness of any information contained in the Presentation, the Announcements, the Preliminary Prospectus or any of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.Offering Documents.
Appears in 1 contract
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the UnderwritersAgent:
(ai) prior to at the time of each filing thereofClosing Time, 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 English language signed and certified by the Corporation as required by Canadian the 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
(eii) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy “long form” comfort letter dated the date of the TSX conditional approval Final Prospectus, in form and substance satisfactory to the Agent, acting reasonably, addressed to the Agent, its legal counsel, 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 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 letter or comfort letter addressed to the Canadian Securities Regulators;
(iii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a legal opinion of Xxxxxxx Xxxxx LLP dated as of the date of the Final Prospectus with respect to the tax commentary included in the section of the Prospectus entitled "Eligibility for Investment" addressed to the Agent and its legal counsel, in form and content acceptable to the Agent, acting reasonably; and
(iv) 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 CSE of the Offered Shares has and Agent’s Warrant Shares have been approved, approved subject only to satisfaction by the Corporation of the customary post-closing conditions as specified imposed by the TSX. Unless otherwise advised in writing, such deliveries CSE (the “Standard Listing Conditions”).
(b) The Corporation shall also constitute the Corporation’s consent prepare and deliver promptly to the Underwriters’ use Agent signed copies of all Supplementary Material required to be filed by the Offering Documents in connection with the distribution of the Offered Shares Corporation in compliance with this Agreement and the Securities Laws.
(2c) The Delivery of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that Agent that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, as required by Canadian Securities Laws;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished by them specifically for use in a ProspectusAgent) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for the Agent in writing, such documents comply in all material respects with the requirements of the Securities Laws. Such deliveries shall also constitute the Corporation’s consent to the Agent’s use in a of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material comply fully in connection with the requirements distribution of the Canadian Securities LawsOffered Shares in the Qualifying Jurisdictions.
(3d) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to any Supplementary Material be delivered to the Underwriters Agent without charge, in such quantities numbers and in such cities as the Underwriters Agent may reasonably request by written instructions to the Corporation’s financial printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material given forthwith after the U.S. Private Placement Memorandum for Agent has been advised that the distribution of Corporation has complied with the Offered Shares Securities Laws in the Qualifying Jurisdictions Jurisdictions. Such delivery shall be effected as soon as possible and, in compliance with any event, on or before a date which is two Business Days after the provisions of this Agreement and Canadian Securities Laws Regulators have issued a receipt for the Preliminary Prospectus and the offer Final Prospectus, and sale of on or before a date which is two Business Days after the Offered Shares toCanadian Securities Regulators issue receipts for or accept for filing, or for as the account or benefit ofcase may be, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.any Supplementary Material.
Appears in 1 contract
Samples: Agency Agreement
Deliveries on Filing and Related Matters. (1a) The Corporation REIT shall deliver to each of the UnderwritersUnderwriters and their counsel and the Seller prior to or contemporaneously with, as nearly as practicable, with the filing with the Securities Commissions of the Prospectus Supplement a copy of each of the following:
(ai) prior to the time of each filing thereof, a copy of the Preliminary Shelf Prospectus and the Final Prospectus each manually signed on behalf of the Corporation, by the persons and Supplement (in the form English and French languages) signed and certified as required by Canadian the Securities Laws;
(bii) 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 by the REIT under the laws of each of the Qualifying Jurisdictions in compliance with the Securities Laws, together with copies of any documents or information incorporated by reference therein which have not previously been delivered toto the Underwriters or the Seller or filed on SEDAR;
(iii) a legal opinion dated the date of the Prospectus Supplement, in form and substance satisfactory to the Underwriters, addressed to the Underwriters, the Securities Commissions Seller, the trustees of the REIT and their respective counsel from the REIT’s Québec counsel, to the effect that the French language version of the Supplemented Prospectus (including the documents or information incorporated by reference therein), except for the Historical Financial Statements and certain other financial or statistical information translated by the Corporation under Canadian Securities Laws in connection with auditors of the Offering, including any document REIT and included or incorporated by reference in the Final Supplemented Prospectus (other than documents already filed publicly with collectively, the “Financial Information”) as to which no opinion need be expressed by such counsel, is, in all material respects, a Securities Commission)complete and proper translation of the English language version thereof;
(div) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long-form” comfort letter of PricewaterhouseCoopers LLP legal opinion dated the date of the Final Prospectus Supplement, in form and substance satisfactory to the Underwriters, addressed to the Underwriters, the Seller, the trustees of the REIT and their respective counsel from the auditors of the REIT, to the effect that the French language version of the Financial Information in the Prospectus Supplement (including the documents or information incorporated by reference therein), is in all material respects, a complete and proper translation of the English language version thereof; and
(v) a comfort letter from the auditors of the REIT dated the date of the Prospectus Supplement (with the requisite procedures to be completed by such auditor auditors within two (2) Business Days business days of the date of such letterthe Prospectus Supplement), in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation Underwriters and the board of directors trustees of the Corporation, REIT from the auditors of the REIT with respect to the verification of financial and accounting information and other numerical data of a financial nature Financial Information contained or incorporated by reference 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; andSupplement.
(evi) Contemporaneously with or prior to to, the filing of the Final Prospectus with the Securities CommissionsSupplement, a copy certificate dated the date of the TSX conditional approval letter indicating Prospectus Supplement stating 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 with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) above:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully with REIT will meet the requirements of a “mutual fund trust” and is expected to qualify as a “real estate investment trust” throughout the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus 2010 and the U.S. Private Placement Memorandumfuture taxation years, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares those terms are defined in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.Tax Act.
Appears in 1 contract
Samples: Underwriting Agreement (Brookfield Office Properties Canada)
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the Underwriters:
(ai) prior to the time of each filing thereofthereof with the Canadian Securities Regulators, 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 English language signed and certified by the Corporation as required by Canadian the applicable 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;
(cii) 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 or any amendment thereto with the Canadian Securities CommissionsRegulators, a “long-long form” comfort letter of PricewaterhouseCoopers LLP dated the date of the Final Prospectus (with or the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter)amendment, as applicable, in form and substance satisfactory to Xxxxxxx, on behalf of the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation Underwriters and the board of directors of the Corporation, Corporation from the Auditor with respect to the verification of financial and accounting information and other numerical data of a financial nature relating to the Corporation contained in the Final Prospectus (including all Documents Incorporated or the amendment, as applicable, which letter shall be based on a review by Reference) and matters involving changes or developments since the respective dates as Auditor within a cut-off date of which specific financial information is given therein not more than two Business Days prior to the date of the letter, which letter shall be in addition to the any auditors’ consent letter and or comfort letter (if any) addressed to the Canadian Securities CommissionsRegulators; and
(eiii) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy copies of the TSX conditional approval letter correspondence indicating that the application for the listing and posting for trading on the TSX of the Offered Shares has been approved, approved subject only to satisfaction by the Corporation of the customary post-closing conditions as specified imposed by the TSX. Unless otherwise advised TSX (the “Standard Listing Conditions”).
(b) During the distribution of the Offered Shares:
(i) the Corporation and Xxxxxxx, on behalf of the Underwriters, shall approve in writing, a template version of any Marketing Materials reasonably requested to be provided by the Underwriters to any potential investor of Offered Shares, such deliveries Marketing Materials to comply with applicable Securities Laws. The Corporation shall also 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 Xxxxxxx, on behalf of the Underwriters, and in any event on or before the day the Marketing Materials are first provided to any potential investor of Offered Shares, and such filing shall constitute the Corporation’s consent to the Underwriters’ authority to use of the Offering Documents 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 Regulators by the Corporation in accordance with NI 44-101. The Corporation shall prepare and file with the Canadian Securities Regulators a revised template version of any Marketing Materials provided to potential investors of Offered Shares where required under applicable Securities Laws;
(ii) the Corporation, and the Underwriters, on a several basis (and not joint, nor joint and several basis), covenant and agree:
(A) not to provide any potential investor of Offered Shares with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Corporation with the Canadian Securities Regulators on or before the day such Marketing Materials are first provided to any potential investor of Offered Shares; and
(B) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Shares or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with this 5(b) and limited-use versions thereof; (b) the Offering Documents; and (c) any Standard Term Sheets.
(c) The Corporation shall also prepare and deliver promptly to the Underwriters signed copies, as applicable, of all Supplementary Material and U.S. Supplementary Material required to be filed or delivered by the Corporation in compliance with this Agreement and applicable Securities Laws.
(2d) The Delivery of each Offering Document by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that that, as at their the respective dates date of filing or delivery to the Underwriters as set out in Section 4(1) aboveof such document:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished provided by them specifically for use the Underwriters in a Prospectuswriting) contained in such Offering Document are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished by them specifically for use in a ProspectusUnderwriters) has been omitted therefrom which is required to be stated in such disclosure Offering Document or is necessary to make the statements or information contained in such disclosure Offering Document not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to the Underwriters and furnished provided by them specifically for use the Underwriters in a Prospectuswriting, the Prospectus and any Supplementary Material comply fully such Offering Document complies in all material respects with the requirements of the Canadian applicable Securities Laws. Such delivery shall also constitute the Corporation’s consent to the Underwriters’ use of the Offering Document in connection with the distribution of the Offered Shares in the Selling Jurisdictions in compliance with applicable Securities Laws unless otherwise advised in writing.
(3e) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, Offering Documents to be delivered to the Underwriters without charge, in such quantities numbers and in such cities as the Underwriters may reasonably request by written instructions to the Corporation’s financial printer of such documents the Offering Documents given forthwith after the Underwriters have been advised that the Corporation has complied with the Securities Laws in the Qualifying Jurisdictions. Such delivery shall be effected as soon as possible and, in any event, on or before a date which is two Business Days after obtaining the Canadian Securities Regulators have issued a receipt for the Preliminary Receipt or Prospectus and the Final ReceiptProspectus, and on or before a date which is two Business Days after the Canadian Securities Regulators issue receipts for or accept for filing, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.Supplementary Material.
Appears in 1 contract
Samples: Underwriting Agreement
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the Underwriters:
(ai) prior to at the time of each filing thereofClosing Time, 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 English language signed and certified by the Corporation as required by Canadian applicable Securities LawsLaws in the Qualifying Provinces;
(bii) a copy of at 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 thereofClosing Time, 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 applicable Securities Laws of the Qualifying Provinces in connection with the Offering, including any document incorporated by reference in filing of the Final Prospectus (other than documents already filed publicly with a Securities Commission)Prospectus;
(diii) concurrently with the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, 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)Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation Underwriters and the board of directors of the Corporation from: (i) the Corporation, ’s Auditors with respect to the verification of financial and accounting information and other numerical data of a financial nature Financial Information contained in the Final Prospectus Prospectus; and (including all Documents Incorporated ii) Mettrum’s Auditors with respect to the Spectrum Canada Financial Information incorporated by Reference) reference in the Final Prospectus, which letters shall be based on a review by the Corporation’s Auditors and matters involving changes or developments since Mettrum’s Auditors, respectively, within a cut-off date of not more than two Business Days prior to the respective dates as date of the letters, which specific financial information is given therein which letter letters shall be in addition to the auditors’ reports incorporated by reference in the Final Prospectus and the consent letter letters of the Corporation’s Auditors and comfort letter (if any) Mettrum’s Auditors addressed to the Canadian Securities CommissionsRegulators;
(iv) as soon as practicable after the Preliminary Prospectus, the Final Prospectus and any Supplementary Material are prepared, if requested by the Underwriters, the Preliminary U.S. Private Placement Memorandum, the U.S. Private Placement Memorandum and any amendments thereto; and
(ev) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy copies of the TSX conditional approval letter correspondence 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 imposed by the TSX. Unless otherwise advised in writing, such deliveries TSX (the “Standard Listing Conditions”).
(b) The Corporation shall also constitute prepare and deliver promptly to the Corporation’s consent Underwriters signed copies of all Supplementary Material. Concurrently with the delivery of any Supplementary Material or the incorporation by reference in the Offering Documents of any Subsequent Disclosure Document, the Corporation shall deliver to the Underwriters’ use of the Offering Documents , with respect to such Supplementary Material or Subsequent Disclosure Document, a comfort letter or letters, as applicable, substantially similar to that referred to in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Lawssubsection 5(a)(iii) hereof.
(2c) The Delivery of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished provided in writing by them specifically the Underwriters for use inclusion in a the Preliminary Prospectus, the Final Prospectus or any Supplementary Material) contained and/or incorporated by reference in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, Shares as required by Canadian applicable Securities LawsLaws in the Qualifying Provinces;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished not provided in writing by them specifically the Underwriters for use inclusion in a the Preliminary Prospectus, the Final Prospectus or any Supplementary Material) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to the Underwriters and furnished provided in writing by them specifically the Underwriters for use inclusion in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandumor any Supplementary Material, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining comply in all material respects with the Preliminary Receipt or requirements of applicable Securities Laws in the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day)Qualifying Provinces. Such deliveries shall also constitute the Corporation’s consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for any Supplementary Material in connection with the distribution of the Offered Shares in compliance with this Agreement, unless otherwise advised in writing.
(d) The Corporation shall:
(i) cause commercial copies of the Preliminary Prospectus and the Preliminary U.S. Private Placement Memorandum to be delivered to the Underwriters without charge, in such numbers and at such locations in the Qualifying Jurisdictions Provinces as the Underwriters may reasonably request by written instructions to the Corporation’s financial printer given forthwith after the Underwriters have been advised that the Corporation has complied with the Securities Laws in the Qualifying Provinces with respect to the filing of the Preliminary Prospectus. Such delivery shall be effected as soon as possible and, in any event, on or before a date which is two Business Days after compliance with applicable Securities Laws in the provisions Qualifying Provinces with respect to the filing of this Agreement the Preliminary Prospectus;
(ii) cause commercial copies of the Final Prospectus and any Supplementary Material to be delivered to the Underwriters without charge, in such numbers and at such locations in the Qualifying Provinces as the Underwriters may reasonably request by written instructions to the Corporation’s financial printer given forthwith after the Underwriters have been advised that the Corporation has complied with the Securities Laws in the Qualifying Provinces with respect to the filing of the Final Prospectus. Such delivery shall be effected as soon as possible and, in any event, on or before a date which is one Business Day after compliance with applicable Securities Laws in the Qualifying Provinces with respect to the filing of the Final Prospectus, and on or before a date which is one Business Day after the Principal Regulator has issued a receipt, on its own behalf and on behalf of the Canadian Securities Laws Regulators, for, or accepted for filing, as the case may be, any Supplementary Material;
(iii) cause to be delivered to the Underwriters, as soon as practicable after preparation thereof, without charge, in such numbers and at such locations as the offer Underwriters may reasonably request, commercial copies of the U.S. Private Placement Memorandum and sale any amendments thereto; and
(iv) cause to be provided to the Underwriters, without charge, such number of copies of any Documents Incorporated by Reference in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material as the Underwriters may reasonably request for use in connection with the distribution of the Offered Shares toShares.
(e) During the period commencing on the date hereof and until the completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Underwriters drafts of any press releases of the Corporation and the Corporation will agree to the form and content thereof with the Underwriters prior to issuance.
(f) Prior to the filing of the Final Prospectus with the Canadian Securities Regulators, the Corporation shall file or cause to be filed with the TSX all necessary documents and shall take or cause to be taken all necessary steps to ensure that the Corporation has obtained all necessary approvals for the account or benefit ofOffered Shares to be conditionally listed on the TSX, persons in subject only to the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.Standard Listing Conditions.
Appears in 1 contract
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the UnderwritersAgent:
(ai) prior to at the time of each filing thereofClosing Time, 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 English language signed and certified by the Corporation as required by Canadian the 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
(eii) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy “long form” comfort letter dated the date of the TSX conditional approval Final Prospectus, in form and substance satisfactory to the Agent, acting reasonably, addressed to the Agent, the Agent’s counsel 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 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 letter or comfort letter addressed to the Canadian Securities Regulators;
(iii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a legal opinion of Xxxxxxx Xxxxx LLP dated as of the date of the Final Prospectus with respect to the tax commentary included in the section of the Prospectus entitled "Eligibility for Investment" addressed to the Agent and the Agent’s counsel, in form and content acceptable to the Agent, acting reasonably; and
(iv) 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 Exchange of the Offered Shares has and Agent’s Warrant Shares have been approved, approved for listing subject only to satisfaction by the Corporation of the customary post-closing conditions as specified imposed by the TSX. Unless otherwise advised in writing, such deliveries Exchange (the “Standard Listing Conditions”).
(b) The Corporation shall also constitute the Corporation’s consent prepare and deliver promptly to the Underwriters’ use Agent signed copies of all Supplementary Material required to be filed by the Offering Documents in connection with the distribution of the Offered Shares Corporation in compliance with this Agreement and the Securities Laws.
(2c) The Delivery of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that Agent that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, as required by Canadian Securities Laws;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished by them specifically for use in a ProspectusAgent) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting, the Prospectus and any Supplementary Material such documents comply fully in all material respects with the requirements of the Canadian Securities Laws.
(3d) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to any Supplementary Material be delivered to the Underwriters Agent without charge, in such quantities numbers and in such cities as the Underwriters Agent may reasonably request by written instructions to the Corporation’s financial printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material given forthwith after the U.S. Private Placement Memorandum for Agent has been advised that the distribution of Corporation has complied with the Offered Shares Securities Laws in the Qualifying Jurisdictions Jurisdictions. Such delivery shall be effected as soon as possible and, in compliance with any event, on or before a date which is two Business Days after the provisions of this Agreement and Canadian Securities Laws Regulators have issued a receipt for the Preliminary Prospectus and the offer Final Prospectus, and sale of on or before a date which is two Business Days after the Offered Shares toCanadian Securities Regulators issue receipts for or accept for filing, or for as the account or benefit ofcase may be, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.any Supplementary Material.
Appears in 1 contract
Samples: Agency Agreement
Deliveries on Filing and Related Matters. (1a) The Corporation shall In connection with the Preliminary Prospectus (and prior to or concurrently with the filing thereof, as applicable), the Corporation:
(i) will (A) file on the date hereof, concurrently with the execution of this Agreement, the Preliminary Prospectus, and (B) obtain the Preliminary Receipt prior to 5:00 p.m. (Toronto time) on the date hereof, or such other time as agreed to by the Lead Underwriter (on behalf of the Underwriters), and (C) take all other steps and proceedings that may be necessary in connection therewith;
(ii) will deliver to each of the Underwriters:
(aA) prior an opinion from Fasken Xxxxxxxxx DuMoulin LLP, dated the date of the Preliminary Prospectus, in form and content acceptable to the time Underwriters, acting reasonably, addressed to the Underwriters, to the effect that the French language version of each filing the Preliminary Prospectus (other than the Financial Material and the Corporation’s annual information form dated July 13, 2020 incorporated by reference therein for which an exemption from translation has been granted by the Autorité des marchés financiers dated July 6, 2020), is, in all material respects, a complete and accurate translation of the English language version thereof; and
(B) an opinion from Alexa Translations, dated the date of the Preliminary Prospectus, in form and content acceptable to the Underwriters, acting reasonably, addressed to the Underwriters, to the effect that, other than the interim financial statements and corresponding management’s discussion and analysis for the three months ended March 31, 2020 and 2019 (for which an exemption from translation has been granted by the Autorité des marchés financiers dated July 6, 2020), the French language version of the Financial Material contained in the Preliminary Prospectus is, in all material respects, a complete and accurate translation of the English language version thereof;
(iii) will deliver or cause to be delivered to the Underwriters a copy of the Preliminary Prospectus and the Final Prospectus each manually signed and certified on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws;
(biv) a copy of the preliminary U.S. Private Placement Memorandum will deliver or the final U.S. Private Placement Memorandum, if and as applicable;
(c) prior cause to be delivered to the time of filing thereof, Underwriters a copy of any Supplementary Material, or other document required to be filed with or delivered to, to the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any Supplementary Material or Document Incorporated by Reference in the Preliminary Prospectus (other than any document incorporated already filed publicly with the Securities Commissions);
(v) will deliver or caused to be delivered to the Underwriters a copy of the Preliminary U.S. Placement Memorandum in respect of the Preliminary Prospectus, if applicable; and
(vi) will deliver to the Underwriters, without charge, as soon as practicable but in any event by reference the next Business Day (or for delivery locations outside of Toronto, 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, if applicable, the Preliminary U.S. Placement Memorandum (and any Supplementary Material) as the Underwriters reasonably request (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, if applicable, the Preliminary U.S. Placement Memorandum (and any Supplementary Material) shall constitute the consent of the Corporation to the use of such documents by the Underwriters, the U.S. Affiliates and each Selling Firm in connection with the Offering, subject to the Underwriters, 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 Corporation:
(i) will (A) have satisfied all comments made and deficiencies raised by the Securities Commissions with respect to the Preliminary Prospectus, (B) file the Final Prospectus and obtain the Final Receipt prior to 12:00 p.m. (Toronto time) on July 23, 2020 and will take all other steps and proceedings that may be necessary in order to qualify the Units and the Over-Allotment Option for distribution to the public in each of the Qualifying Jurisdictions;
(ii) will deliver to the Underwriters:
(A) an opinion from Fasken Xxxxxxxxx XxXxxxxx LLP, dated the date of the Final Prospectus, in form and content acceptable to the Underwriters, acting reasonably, addressed to the Underwriters, to the effect that the French language version of the Final Prospectus (other than the Financial Material), is, in all material respects, a complete and accurate translation of the English language version thereof; and
(B) an opinion from Alexa Translations, dated the date of the Final Prospectus, in form and content acceptable to the Underwriters, acting reasonably, addressed to the Underwriters, to the effect that the French language version of the Financial Material contained in the Final Prospectus is, in all material respects, a complete and accurate translation of the English language version thereof;
(iii) will deliver or cause to be delivered to the Underwriters a copy of the Final Prospectus manually signed and certified on behalf of the Corporation, by the persons and in the form as required by Canadian Securities Laws;
(iv) will deliver or cause to be delivered to the Underwriters 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 Final Prospectus (other than documents any document already filed publicly with a the Securities CommissionCommissions);
(dv) concurrently with will cause the filing of the Final Prospectus with the Securities Commissions, Corporation’s Auditors to deliver a “long-form” comfort letter of PricewaterhouseCoopers LLP letter, 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)Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation Underwriters 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) Prospectus, and matters involving changes or developments since the respective dates as of which specific specified financial information is given therein therein, 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 and which letter shall be in addition to the auditorsCorporation’s 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 with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) above:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws;
(bvi) no material fact will deliver or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters a copy of the Final U.S. Placement Memorandum in respect of the Final Prospectus, if applicable;
(vii) will deliver to the Underwriters, without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, practicable but in any event on or before noon (Toronto time) on by the next Business Day (or for delivery locations outside of Toronto, on the second Business Day) after the Final Receipt is obtained (and will thereafter deliver from time to time). Such deliveries , as many commercial copies of the Final Prospectus and, if applicable, the Final U.S. Placement Memorandum (and any Supplementary Material) as the Underwriters may reasonably request for the purposes contemplated hereunder and contemplated by applicable Securities Laws and each such delivery of the Final Prospectus and, if applicable, the Final U.S. Placement Memorandum (and any Supplementary Material) shall constitute the consent of the Corporation to the Underwriters’ use of such documents by the Preliminary ProspectusUnderwriters and each Selling Firm in connection with the Offering, subject to the Final Prospectus Underwriters and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance each Selling Firm complying with the provisions of this Agreement and Canadian applicable Securities Laws and the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement Agreement.
(includingc) Prior to or concurrently with the filing of any Prospectus Amendment to the Preliminary Prospectus with the Securities Commissions, without limitationthe Corporation will deliver to the Underwriters documents similar to those referred to in Sections 6(a)(ii) to 6(a)(vi) inclusive and prior to or concurrently with the filing of any Prospectus Amendment to the Final Prospectus with the Securities Commissions, Schedule “C” heretothe Corporation will deliver to the Underwriters documents similar to those referred to in Sections 6(b)(ii) and U.S.to 6(b)(vii)
Appears in 1 contract
Samples: Underwriting Agreement
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the Underwriters:Agent:
(ai) prior to the time filing of each filing thereofthe Prospectus with the Canadian Securities Regulators, a copy of the Preliminary Prospectus Prospectus, Amended and the Restated Preliminary Prospectus, and Final Prospectus each manually signed on behalf of the Corporation, by the persons and in the form English language signed and certified by the Corporation as required by Canadian the 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
(eii) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy "long form" comfort letter dated the date of the TSX conditional approval Final 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 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 letter or comfort letter addressed to the Canadian Securities Regulators; 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 CSE of the Offered Common Shares, FT Shares, Warrant Shares, Corporate Finance Fee Unit Shares, Agent's Commission Unit Shares has (if any), and Compensation Warrant Unit Shares (if any), have been approved, approved for listing subject only to satisfaction by the Corporation of the customary post-closing conditions as specified imposed by the TSX. Unless otherwise advised in writing, such deliveries CSE (the "Standard Listing Conditions").
(b) The Corporation shall also constitute the Corporation’s consent prepare and deliver promptly to the Underwriters’ use Agent signed copies of all Supplementary Material required to be filed by the Offering Documents in connection with the distribution of the Offered Shares Corporation in compliance with this Agreement and the Securities Laws.
(2c) The Delivery of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus, the Final Prospectus, and any Supplementary Material by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that Agent that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) above:filing:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting) contained in the Preliminary Prospectus or the Amended and Restated Preliminary Prospectus or the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, as required by Canadian Securities LawsUnits;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished by them specifically for use in a ProspectusAgent) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for the Agent in writing, such documents comply in all material respects with the requirements of the Securities Laws. Such deliveries shall also constitute the Corporation's consent to the Agent's use in a Prospectus, of the Final Prospectus and any Supplementary Material comply fully in connection with the requirements distribution of the Canadian Securities LawsOffered Units in the Qualifying Jurisdictions.
(3d) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, any Supplementary Material to be delivered to the Underwriters Agent without charge, in such quantities numbers and in such cities as the Underwriters Agent may reasonably request by written instructions to the Corporation's financial printer of such documents the Final Prospectus and any Supplementary Material given forthwith after the Agent has been advised that the Corporation has complied with the Securities Laws in the Qualifying Jurisdictions. Such delivery shall be effected as soon as possible and, in any event, on or before a date which is two Business Days after obtaining the Preliminary Receipt or Canadian Securities Regulators have issued a receipt for the Final ReceiptProspectus, and on or before a date which is two Business Days after the Canadian Securities Regulators issue receipts for or accept for filing, as the case may be, butany Supplementary Material.
(e) Filing of the Preliminary Prospectus, in the Amended and Restated Preliminary Prospectus, the Final Prospectus, and any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries other Supplementary Material shall constitute the consent of a representation and warranty by the Corporation to the Underwriters’ Agent that, as at their respective dates:
(i) the information and statements (except information and statements relating solely to the Agent which have been provided by the Agent to the Corporation in writing specifically for use in the Offering Documents (collectively, the "Agent's Information")) contained in the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus, the Final Prospectus, the Final Reg D Private Placement Memorandum, if applicable, and any other Supplementary Material (i) are true and correct and contain no misrepresentation; and (ii) constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offered Units and the Offering as required by Securities Laws;
(ii) no material fact or information has been omitted from such disclosure (except for Agent's Information) that is required to be stated in such disclosure or that is necessary to make a statement contained in such disclosure not misleading in the light of the circumstances under which it was made;
(iii) if applicable, the Final Reg D Private Placement Memorandum (except for Agent's Information) does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, within the meaning of the U.S. Exchange Act;
(iv) except with respect to any Agent's Information, such documents comply in all material respects with the requirements of the Securities Laws and the applicable securities laws in the United States; and
(v) the statistical and market-related data included in the Offering Documents are based on or derived from sources that are, to the knowledge of the Corporation, reliable and accurate in all material respects. Such filings shall also constitute the Corporation's consent to the Agent's use of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus, the Final Prospectus Prospectus, and the U.S. Private Placement Memorandum for any other Supplementary Material in connection with the distribution of the Offered Shares Units in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer use of the Final Reg D Private Placement Memorandum for offers and sale sales of the Offered Shares to, or for the account or benefit of, persons Units in the United States in compliance with pursuant to the provisions registration exemptions provided by Rule 506(b) of this Agreement (including, without limitation, Schedule “C” hereto) Regulation D under the U.S. Securities Act and U.S.applicable U.S. state securities laws.
Appears in 1 contract
Samples: Agency Agreement
Deliveries on Filing and Related Matters. (1a) The Corporation shall Company will deliver to each of the Underwriters:
(ai) prior to or concurrently with the time filing of each filing thereof, the Preliminary Prospectus with the Securities Regulators a copy of the Preliminary Prospectus in the English language signed and the Final Prospectus each manually signed on behalf of the Corporationcertified, as applicable, by the persons and in the form signed and certified Company as required by Canadian applicable Securities LawsLaws in the Qualifying Jurisdictions;
(b) a copy of the preliminary U.S. Private Placement Memorandum or the final U.S. Private Placement Memorandum, if and as applicable;
(cii) 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 Canadian Securities CommissionsRegulators:
a. a copy of the Final Prospectus in the English language signed and certified, as applicable, by the Company as required by applicable Securities Laws in the Qualifying Jurisdictions; and
b. 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)Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation Underwriters and the board of directors of the Corporation, Company from the Company’s Auditors with respect to the verification of financial and accounting information and other numerical data of a financial nature Financial Information contained in the Final Prospectus (including all Documents Incorporated by Reference) and matters involving changes or developments since Prospectus, within a cut- off date of not more than two Business Days prior to the respective dates as date of which specific financial information is given therein the letter, which letter shall will be in addition to the auditors’ reports incorporated by reference in the Final Prospectus and the consent letter and comfort letter (if any) of the Company’s Auditors addressed to the Canadian Securities CommissionsRegulators;
(iii) as soon as practicable after the Preliminary Prospectus, the Final Prospectus and any Supplementary Material are prepared, if requested by the Underwriters, the U.S. Private Placement Memorandum and any amendments thereto; and
(eiv) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy copies of documents relating to the TSX conditional approval letter indicating that the application filings required for the listing and posting for trading on the TSX CSE of the Offered Unit Shares has been approvedand the Warrant Shares, subject only to satisfaction by the Corporation Company of the customary post-closing conditions as specified Closing filings required by the TSXCSE (the “Standard Listing Conditions”).
(b) The Company will also prepare and deliver promptly to the Underwriters signed copies of all Supplementary Material. Unless otherwise advised Concurrently with the delivery of any Supplementary Material or the incorporation by reference in writingthe Offering Documents of any Subsequent Disclosure Document, such deliveries shall also constitute the Corporation’s consent Company will deliver to the Underwriters’ use of the Offering Documents , with respect to such Supplementary Material or Subsequent Disclosure Document, a comfort letter or letters, as applicable, substantially similar to that referred to in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Lawssubsection 5(a)(ii)b hereof.
(2c) The Corporation represents Delivery of the Preliminary Prospectus, the Final Prospectus any Supplementary Material and warrants any Marketing Materials by the Company will constitute the representation and warranty of the Company to the Underwriters with respect to the Offering Documents that that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished provided in writing by them specifically the Underwriters for use inclusion in a the Preliminary Prospectus, the Final Prospectus or any Supplementary Material) contained and/or incorporated by reference in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Company and the Offered Shares, Securities as required by Canadian applicable Securities LawsLaws in the Qualifying Jurisdictions;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished not provided in writing by them specifically the Underwriters for use inclusion in a the Preliminary Prospectus, the Final Prospectus or any Supplementary Material) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to the Underwriters and furnished provided in writing by them specifically the Underwriters for use inclusion in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandumor any Supplementary Material, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining comply in all material respects with the Preliminary Receipt or requirements of applicable Securities Laws in the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day)Qualifying Jurisdictions. Such deliveries shall will also constitute the Company’s consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and any Marketing Material or Supplementary Material in connection with the distribution of the Offered Securities in compliance with this Agreement, unless otherwise advised in writing.
(d) The Company will:
(i) cause commercial copies of the Final Prospectus and any Supplementary Material to be delivered to the Underwriters without charge, in such numbers and at such locations in the Qualifying Jurisdictions as the Underwriters may reasonably request by written instructions to the Company’s financial printer given forthwith after the Underwriters have been advised that the Company has complied with the Securities Laws in the Qualifying Jurisdictions with respect to the filing of the Final Prospectus. Such delivery shall be effected as soon as possible and, in any event, on or before a date which is two Business Days after compliance with applicable Securities Laws in the Qualifying Jurisdictions with respect to the filing of the Final Prospectus, and on or before a date which is two Business Days after the Principal Regulator has issued a receipt, on its own behalf and on behalf of the Canadian Securities Regulators, for, or accepted for filing, as the case may be, any Supplementary Material;
(ii) cause to be delivered to the Underwriters, as soon as practicable after preparation thereof, without charge, in such numbers and at such locations as the Underwriters may reasonably request, commercial copies of the U.S. Private Placement Memorandum and any amendments thereto; and
(iii) cause to be provided to the Underwriters, without charge, such number of copies of any Documents Incorporated by Reference in the Preliminary Prospectus, the Final Prospectus, any Marketing Materials or any Supplementary Material as the Underwriters may reasonably request for use in connection with the distribution of the Offered Shares in Securities.
(e) During the Qualifying Jurisdictions in compliance with period commencing on the provisions date hereof and until the completion of this Agreement and Canadian Securities Laws and the offer and sale distribution of the Offered Shares toSecurities, the Company will promptly provide to the Lead Underwriter drafts of any press releases of the Company and the Company will agree to the form and content thereof with the Lead Underwriter prior to issuance, such approval not to be unreasonably withheld or for delayed. Any such press release or announcement will contain the account following disclaimer: “This news release does not constitute an offer to sell or benefit of, persons a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the United States in compliance Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. Securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and other applicable U.S. Securities Laws or an exemption from such registration is available.”.
(f) Prior to the filing of the Final Prospectus with the provisions Canadian Securities Regulators, the Company will use its commercially reasonable best efforts to file or cause to be filed with the CSE all necessary documents and will use its commercially reasonable best efforts to take or cause to be taken all necessary steps to ensure that the Company complied with all CSE requirements relating to the listing of this Agreement (includingthe Unit Shares and Warrant Shares on the CSE, without limitation, Schedule “C” hereto) and U.S.subject only to the Standard Listing Conditions.
Appears in 1 contract
Samples: Underwriting Agreement
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the UnderwritersAgent:
(ai) prior to at the time of each filing thereofClosing Time, 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 English language signed and certified by the Corporation as required by Canadian the 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
(eii) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy “long form” comfort letter dated the date of the TSX conditional approval Final 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 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 letter or comfort letter addressed to the Canadian Securities Regulators;
(iii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a legal opinion of Xxxxxxx Xxxxx LLP dated as of the date of the Final Prospectus with respect to the tax commentary included in the section of the Prospectus entitled "Eligibility for Investment" addressed to the Agent and its legal counsel, in form and content acceptable to the Agent, acting reasonably; and
(iv) 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 Exchange of the Offered Shares has and Agent’s Warrant Shares have been approved, approved for listing subject only to satisfaction by the Corporation of the customary post-post- closing conditions as specified imposed by the TSX. Unless otherwise advised in writing, such deliveries Exchange (the “Standard Listing Conditions”).
(b) The Corporation shall also constitute the Corporation’s consent prepare and deliver promptly to the Underwriters’ use Agent signed copies of all Supplementary Material required to be filed by the Offering Documents in connection with the distribution of the Offered Shares Corporation in compliance with this Agreement and the Securities Laws.
(2c) The Delivery of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that Agent that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, as required by Canadian Securities Laws;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished by them specifically for use in a ProspectusAgent) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for the Agent in writing, such documents comply in all material respects with the requirements of the Securities Laws. Such deliveries shall also constitute the Corporation’s consent to the Agent's use in a of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material comply fully in connection with the requirements distribution of the Canadian Securities LawsOffered Shares in the Qualifying Jurisdictions.
(3d) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, any Supplementary to be delivered to the Underwriters Agent without charge, in such quantities numbers and in such cities as the Underwriters Agent may reasonably request by written instructions to the Corporation’s financial printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material after the U.S. Private Placement Memorandum for Agent has been advised that the distribution of Corporation has complied with the Offered Shares Securities Laws in the Qualifying Jurisdictions Jurisdictions. Such delivery shall be effected as soon as possible and, in compliance with any event, on or before a date which is two Business Days after the provisions of this Agreement and Canadian Securities Laws Regulators have issued a receipt for the Preliminary Prospectus and the offer Final Prospectus, and sale of on or before a date which is two Business Days after the Offered Shares toCanadian Securities Regulators issue receipts for or accept for filing, or for as the account or benefit ofcase may be, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.any Supplementary Material.
Appears in 1 contract
Samples: Agency Agreement
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);
(dc) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long-form” comfort letter of PricewaterhouseCoopers LLP the auditors of the Corporation 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 Underwriters 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 therein, which letter shall be in addition to the auditors’ consent letter and comfort letter (if any) addressed to the Securities Commissions; and
(ed) prior to the filing of the Final Prospectus with the Securities Commissions, a copy of the TSX conditional approval letter from the TSXV indicating that the application for the listing and posting for trading on the TSX TSXV of the Offered Shares and Compensation Option Shares has been approved, subject only to notice of issuance or satisfaction by the Corporation of the customary post-closing listing conditions as specified by the TSXTSXV. 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 Canadian Securities Laws.
(2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovedelivery:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documentsreference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully in all material respects with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement MemorandumProspectus, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining receiving the Preliminary Receipt or and the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, Prospectus and the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the offer and sale Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Shares.
(4) Each of the Corporation and the Lead Underwriter has approved the Marketing Material, including the template versions thereof which the Corporation has filed with the Securities Commissions and which is and will be incorporated by reference into the Prospectus, as the case may be. The Corporation and the Underwriters each covenant and agree that during the distribution of the Offered Shares, it will not provide any potential investor of Offered Shares towith any marketing materials except for marketing materials approved in writing by both the Corporation and the Underwriters and that comply with NI 44-101. If reasonably requested by the Underwriters, or for in addition to the account or benefit ofMarketing Material, persons the Corporation will cooperate, acting reasonably, with the Underwriters in approving any other marketing materials to be used in connection with the United States in Offering.
(5) Subject to compliance with Canadian Securities Laws, during the provisions period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Underwriters drafts of any press releases of the Corporation for review by the Underwriters prior to issuance and shall obtain the prior approval of the Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed.
(6) Notwithstanding any provision hereof, nothing in this Agreement (including, without limitation, Schedule “C” hereto) and U.S.will create any obligation of the Corporation to file a registration statement or otherwise register or qualify the Offered Shares for sale or distribution outside of Canada.
Appears in 1 contract
Samples: Underwriting Agreement
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the UnderwritersAgent:
(ai) prior to at the time of each filing thereofClosing Time, 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 English language signed and certified by the Corporation as required by Canadian the 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
(eii) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy “long form” comfort letter dated the date of the TSX conditional approval Final Prospectus, in form and substance satisfactory to the Agent, acting reasonably, addressed to the Agent, the Agent’s counsel, 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 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 letter or comfort letter addressed to the Canadian Securities Regulators;
(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 CSE of the Offered Shares has and Agent’s Compensation Option Shares have been approved, approved subject only to satisfaction by the Corporation of the customary post-closing conditions as specified imposed by the TSX. Unless otherwise advised in writing, such deliveries CSE (the “Standard Listing Conditions”).
(b) The Corporation shall also constitute the Corporation’s consent prepare and deliver promptly to the Underwriters’ use Agent signed copies of all Supplementary Material required to be filed by the Offering Documents in connection with the distribution of the Offered Shares Corporation in compliance with this Agreement and the Securities Laws.
(2c) The Delivery of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that Agent that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, as required by Canadian Securities Laws;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished by them specifically for use in a ProspectusAgent) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting, the Prospectus and any Supplementary Material such documents comply fully in all material respects with the requirements of the Canadian Securities Laws.
(3d) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to any Supplementary Material be delivered to the Underwriters Agent without charge, in such quantities numbers and in such cities as the Underwriters Agent may reasonably request by written instructions to the Corporation’s financial printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material given forthwith after the U.S. Private Placement Memorandum for Agent has been advised that the distribution of Corporation has complied with the Offered Shares Securities Laws in the Qualifying Jurisdictions Jurisdictions. Such delivery shall be effected as soon as possible and, in compliance with any event, on or before a date which is two Business Days after the provisions of this Agreement and Canadian Securities Laws Regulators have issued a receipt for the Preliminary Prospectus and the offer Final Prospectus, and sale of on or before a date which is two Business Days after the Offered Shares toCanadian Securities Regulators issue receipts for or accept for filing, or for as the account or benefit ofcase may be, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.any Supplementary Material.
Appears in 1 contract
Samples: Agency Agreement
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the UnderwritersAgent:
(ai) prior to the time filing of each filing thereofthe Final Prospectus, a copy of the Amended and Restated Preliminary Prospectus and the Final Prospectus each manually signed on behalf of the Corporation, by the persons and in the form English language signed and certified by the Corporation as required by Canadian the 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;
(cii) prior to the time filing of filing thereofthe Final Prospectus with the Canadian Securities Regulators, a copy “long form” comfort letter dated the date of any Supplementary Materialthe Final Prospectus, or other document required in form and substance satisfactory to be filed with or delivered tothe Agent, acting reasonably, addressed to the Securities Commissions by Agent and the directors of the Corporation under Canadian Securities Laws in connection from the Corporation’s Auditors with respect to financial and accounting information relating to the Offering, including any document incorporated by reference Corporation contained in the Final Prospectus (other Prospectus, which letter shall be based on a review by the Corporation’s Auditors within a cut-off date of not more than documents already filed publicly with a two Business Days prior to the date of the letter, which letter shall be in addition to any auditors’ consent letter or comfort letter addressed to the Canadian Securities Commission)Regulators;
(diii) concurrently with the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a “long-form” comfort letter legal opinion of PricewaterhouseCoopers Segev LLP dated as of the date of the Final Prospectus (with respect to the requisite procedures to be completed by such auditor within two (2) Business Days tax commentary included in the section of the date of such letter)Prospectus entitled "Eligibility for Investment" addressed to the Agent and its legal counsel, in form and substance satisfactory content acceptable to the UnderwritersAgent, 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;
(eiv) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy copies of the TSX conditional approval letter correspondence indicating that the application for the listing and posting for trading on the TSX CSE of the Offered Unit Shares, Warrant Shares has and Compensation Option Shares have been approved, approved for listing subject only to satisfaction by the Corporation of the customary post-closing conditions as specified imposed by the TSX. Unless otherwise advised in writing, such deliveries CSE (the “Standard Listing Conditions”).
(b) The Corporation shall also constitute the Corporation’s consent prepare and deliver promptly to the Underwriters’ use Agent signed copies of all Supplementary Material required to be filed by the Offering Documents in connection with the distribution of the Offered Shares Corporation in compliance with this Agreement and the Securities Laws.
(2c) The Delivery of the Amended and Restated Preliminary Prospectus, the Final Prospectus and any Supplementary Material by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that Agent that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting) contained in the Amended and Restated Preliminary Prospectus or the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, as required by Canadian Securities LawsUnits;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished by them specifically for use in a ProspectusAgent) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for the Agent in writing, such documents comply in all material respects with the requirements of the Securities Laws. Such deliveries shall also constitute the Corporation’s consent to the Agent's use in a Prospectus, of the Final Prospectus and any Supplementary Material comply fully in connection with the requirements distribution of the Canadian Securities LawsOffered Units in the Qualifying Jurisdictions.
(3d) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, any Supplementary Material to be delivered to the Underwriters Agent without charge, in such quantities numbers and in such cities as the Underwriters Agent may reasonably request by written instructions to the Corporation’s financial printer of such documents the Final Prospectus and any Supplementary Material given forthwith after the Agent has been advised that the Corporation has complied with the Securities Laws in the Qualifying Jurisdictions. Such delivery shall be effected as soon as possible and, in any event, on or before a date which is two Business Days after obtaining the Preliminary Receipt or Canadian Securities Regulators have issued a receipt for the Final ReceiptProspectus, and on or before a date which is two Business Days after the Canadian Securities Regulators issue receipts for or accept for filing, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.Supplementary Material.
Appears in 1 contract
Samples: Agency Agreement
Deliveries on Filing and Related Matters. (1a) The Corporation shall Company will deliver to each of the UnderwritersAgent:
(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
(ei) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy “long form” comfort letter dated the date of the TSX conditional approval Final Prospectus, in form and substance satisfactory to the Agent, acting reasonably, addressed to the Agent 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 Final Prospectus, which letter will 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 will be in addition to any auditors’ consent letter or comfort letter addressed to the Canadian Securities Regulators;
(ii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a consent of Xxxxxxx Xxxxx LLP dated as of the date of the Final Prospectus with respect to the tax commentary included in the section of the Prospectus entitled "Eligibility for Investment" addressed to the Canadian Securities Regulators, in form and content acceptable to the Agent, acting reasonably;
(iii) as soon as reasonably practicable after the Preliminary Prospectus, Final Prospectus and any Supplementary Material are prepared, the private placement memorandum 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 Offered Shares to, or for the account or benefit of, persons in the United States or U.S. Persons, if any (the “U.S. Memorandum”), and, forthwith after preparation, any amendment to the U.S. Memorandum; and
(iv) 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 CSE of the outstanding Common Shares, the Offered Shares, the Corporate Finance Fee Shares, the Agent’s Fee Shares, if any, and the Agent's Warrant Shares has have been approved, approved for listing subject only to satisfaction by the Corporation Company of the customary post-closing listing conditions as specified imposed by the TSX. Unless otherwise advised in writing, such deliveries shall CSE (the “Standard Listing Conditions”).
(b) The Company will also constitute the Corporation’s consent prepare and deliver promptly to the Underwriters’ use Agent signed copies of all Supplementary Material, if any, required to be filed by the Offering Documents in connection with the distribution of the Offered Shares Company in compliance with this Agreement and the Securities Laws.
(2c) The Corporation represents Delivery of the Preliminary Prospectus, the Final Prospectus, Marketing Materials, any Supplementary Material and warrants the U.S. Memorandum by the Company will constitute the representation and warranty of the Company to the Underwriters with respect to the Offering Documents that Agent that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a writing) contained in the Preliminary Prospectus) , or the Final Prospectus or Marketing Materials or any Supplementary Material and the U.S. Memorandum, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Company and the Offered Shares, as required by Canadian Securities Laws;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished by them specifically for use in a ProspectusAgent) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting, the Prospectus and any Supplementary Material such documents comply fully in all material respects with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall will also constitute the Company’s consent of the Corporation to the Underwriters’ Agent’s use of the Preliminary Prospectus, the Final Prospectus Prospectus, Marketing Materials and the U.S. Private Placement Memorandum for any Supplementary Material in connection with the distribution of the Offered Shares in the Qualifying Jurisdictions and the U.S. Affiliates’ use of the U.S. Memorandum in compliance connection with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares Shares, on a private placement basis, to, or for the account or benefit of, persons in the United States or U.S. Persons in compliance with the provisions of this Agreement (including, without limitation, including Schedule “CA” hereto) and U.S.the U.S. Securities Act unless otherwise advised in writing.
(d) The Company will cause commercial copies of the Final Prospectus, any Supplementary Material and the U.S. Memorandum to be delivered to the Agent without charge, in such numbers and in such cities as the Agent may reasonably request by written instructions to the Company’s financial printer of the Final Prospectus, any Supplementary Material and the U.S. Memorandum given forthwith after the Agent has been advised that the Company has complied with the Securities Laws in the Qualifying Jurisdictions. Such delivery will be effected as soon as possible and, in any event, on or before a date which is the later of (i) two Business Days after the Canadian Securities Regulators have issued a receipt for the Final Prospectus, and (ii) two Business Days after the date on which the Agent provides print and delivery instructions and on or before a date which is two Business Days after the Canadian Securities Regulators issue receipts for or accepts for filing, as the case may be, any Supplementary Material.
(e) The Agent will deliver to each purchase of the Offered Shares a copy of the Final Prospectus in compliance with Securities Laws. The Agent shall send a copy of all amendments, if any, to the Prospectus to all persons to whom copies of the Prospectus are sent.
Appears in 1 contract
Samples: Agency Agreement
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the UnderwritersAgent:
(ai) prior to the time filing of each filing thereofthe Final Prospectus, 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 English language signed and certified by the Corporation as required by Canadian the 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;
(cii) prior to the time filing of filing thereofthe Final Prospectus with the Canadian Securities Regulators, a copy “long form” comfort letter dated the date of any Supplementary Materialthe Final Prospectus, or other document required in form and substance satisfactory to be filed with or delivered tothe Agent, acting reasonably, addressed to the Securities Commissions by Agent and the directors of the Corporation under Canadian Securities Laws in connection from the Corporation’s Auditors with respect to financial and accounting information relating to the Offering, including any document incorporated by reference Corporation contained in the Final Prospectus (other Prospectus, which letter shall be based on a review by the Corporation’s Auditors within a cut-off date of not more than documents already filed publicly with a two Business Days prior to the date of the letter, which letter shall be in addition to any auditors’ consent letter or comfort letter addressed to the Canadian Securities Commission)Regulators;
(diii) concurrently with the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a “long-form” comfort letter legal opinion of PricewaterhouseCoopers Xxxxxx Law LLP dated as of the date of the Final Prospectus (with respect to the requisite procedures to be completed by such auditor within two (2) Business Days tax commentary included in the section of the date of such letter)Prospectus entitled "Eligibility for Investment" addressed to the Agent and its legal counsel, in form and substance satisfactory content acceptable to the UnderwritersAgent, 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;
(eiv) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy copies of the TSX conditional approval letter correspondence indicating that the application for the listing and posting for trading on the TSX CSE of the Offered Shares has have been approved, approved for listing subject only to satisfaction by the Corporation of the customary post-closing conditions as specified imposed by the TSX. Unless otherwise advised in writing, such deliveries CSE (the “Standard Listing Conditions”).
(b) The Corporation shall also constitute the Corporation’s consent prepare and deliver promptly to the Underwriters’ use Agent signed copies of all Supplementary Material required to be filed by the Offering Documents in connection with the distribution of the Offered Shares Corporation in compliance with this Agreement and the Securities Laws.
(2c) The Delivery of the Final Prospectus and any Supplementary Material by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that Agent that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting) contained in the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, as required by Canadian Securities Laws;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished by them specifically for use in a ProspectusAgent) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for the Agent in writing, such documents comply in all material respects with the requirements of the Securities Laws. Such deliveries shall also constitute the Corporation’s consent to the Agent's use in a Prospectus, of the Final Prospectus and any Supplementary Material comply fully in connection with the requirements distribution of the Canadian Securities LawsOffered Shares in the Qualifying Jurisdictions.
(3d) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, any Supplementary Material to be delivered to the Underwriters Agent without charge, in such quantities numbers and in such cities as the Underwriters Agent may reasonably request by written instructions to the Corporation’s financial printer of such documents the Final Prospectus and any Supplementary Material given forthwith after the Agent has been advised that the Corporation has complied with the Securities Laws in the Qualifying Jurisdictions. Such delivery shall be effected as soon as possible and, in any event, on or before a date which is two Business Days after obtaining the Preliminary Receipt or Canadian Securities Regulators have issued a receipt for the Final ReceiptProspectus, and on or before a date which is two Business Days after the Canadian Securities Regulators issue receipts for or accept for filing, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.Supplementary Material.
Appears in 1 contract
Samples: Agency Agreement
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the Underwriters:
(ai) prior to at the time Time of each filing thereofClosing, 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 by the Corporation as required by Canadian Applicable Securities Laws;
(bii) a copy at the Time 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 thereofClosing, a copy of any Supplementary Material, or other document Material required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian in compliance with Applicable 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)Laws;
(diii) concurrently with the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a “long-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)Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation Underwriters and the board of directors of the Corporation from the Corporation, ’s auditors with respect to the verification of financial and accounting information and other numerical data of a financial nature contained in or incorporated by reference into the Final Prospectus (including all Documents Incorporated Prospectus, which letter shall be based on a review by Reference) the Corporation’s auditors within a cut-off date of not more than two Business Days prior to the date of the letter 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 Canadian Securities CommissionsRegulators;
(iv) as soon as practicable after the Preliminary Prospectus, Final Prospectus and any Supplementary Material are prepared, the private placement memorandum (if required) 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 Offered Shares in the United States (the “U.S. Memorandum”), and, forthwith after preparation, any amendment to the U.S. Memorandum; and
(ev) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy copies of the TSX conditional approval letter correspondence indicating that the application for the listing and posting for trading on the TSX of the Offered Shares has been approved, approved for listing subject only to satisfaction by the Corporation of the customary certain standard post-closing conditions as specified imposed by the TSX. Unless otherwise advised in writing, such deliveries shall also constitute TSX (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“Standard Listing Conditions”).
(2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) above:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.
Appears in 1 contract
Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to each of the UnderwritersUnderwriters prior to or concurrently with the filing of the Preliminary Prospectus with the Securities Commissions:
(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 Supplementary Material or Document Incorporated by Reference in the Preliminary Prospectus (other than documents already filed publicly with a Securities Commission);
(c) an opinion from BCF LLP, dated the date of the Preliminary Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation and the directors of the Corporation, to the effect that the French language version of the Preliminary Prospectus, including the Documents Incorporated by Reference (except for the Financial Material), is, in all material respects, a complete and accurate translation of the English language version thereof; and
(d) an opinion from Deloitte LLP, dated the date of the Preliminary Prospectus, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriters, the Corporation and the directors of the Corporation, to the effect that the French language version of the Financial Material contained in the Preliminary Prospectus is, in all material respects, a complete and accurate translation of the English language version thereof. 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 shall deliver to each of the Underwriters prior to or concurrently with the filing of the Final Prospectus with the Securities Commissions:
(a) a copy of the Final Prospectus 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 any other document incorporated required to be filed with or delivered to, the Securities Commissions by reference the Corporation under Canadian Securities Laws in connection with the Offering, including any Supplementary Material or Document Incorporated by Reference in the Final Prospectus (other than documents already filed publicly with a Securities Commission);
(dc) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long-form” comfort letter of PricewaterhouseCoopers Deloitte 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 Underwriters and the board of directors and officers 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 therein, which letter shall be in addition to the auditors’ consent letter and comfort letter (if any) addressed to the Canadian Securities Commissions; andRegulators;
(d) an opinion from BCF LLP, dated the date of the Final Prospectus, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter, the Corporation and the directors of the Corporation, to the effect that the French language version of the Final Prospectus, including all Documents Incorporated by Reference (except for the Financial Material), is, in all material respects, a complete and accurate translation of the English language version thereof;
(e) prior to an opinion from Deloitte LLP, dated the filing date of the Final Prospectus with Prospectus, in form and substance satisfactory to the Securities CommissionsUnderwriter, acting reasonably, addressed to the Underwriter, the Corporation and the directors of the Corporation, to the effect that the French language version of the Financial Material contained in the Final Prospectus, is, in all material respects, a complete and accurate translation of the English language version thereof;
(f) 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-conditions that may be satisfied post- closing conditions as specified by the TSX. ; and
(g) a copy of the NYSE supplemental listing application executed by the Corporation; 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.
(23) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section sections 4(1) and 4(2) above:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them in writing specifically for use therein) are true and correct, in a all material respects, and contain no misrepresentation and constitute (together, in the case of any Supplementary Material, with the Preliminary Prospectus or the Final Prospectus, as applicable) has been omitted therefrom which is full, true and plain disclosure of all material facts relating to the Corporation and the Offered Shares as required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;by Canadian Securities Laws; and
(cb) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectustherein, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws.
(34) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement MemorandumMemoranda, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the receipt of the Preliminary Receipt or and the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations points outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, Prospectus and the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and of the U.S. Memoranda for the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States to U.S. Purchasers in compliance with the provisions of this Agreement (includingand U.S. Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without limitationcost, Schedule “C” heretosuch number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Shares.
(5) Each of the Corporation and U.S.the Underwriters hereby approves the template version of the term sheet for the Offering dated September 7, 2017 agreed to between the parties (the “ Marketing Materials”). The Marketing Materials will be incorporated by reference into the Prospectus, and the Corporation has filed the Marketing Materials with each of the Securities Commissions .
(6) Subject to compliance with Canadian Securities Laws, 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 Underwriters drafts of any press releases of the Corporation for review by the Underwriters prior to issuance and shall obtain the prior approval of the Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States will comply with Rule 135e under the U.S. Securities Act and shall include an appropriate notation on each page as follows: “ Not for distribution to the U.S. news wire services, or dissemination in the United States”. The Corporation agrees that it will issue a separate U.S. version of any press release in respect of the Offering for distribution in the United States that complies with Rule 135c under the U.S. Securities Act, and shall furnish such separate U.S. version of the press release to the SEC on the appropriate Form 6-K.
Appears in 1 contract
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the Underwriters:
(ai) prior to at the time of each filing thereofClosing Time, 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 by the Corporation as required by Canadian applicable Securities LawsLaws in the Qualifying Provinces;
(bii) a copy of at 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 thereofClosing Time, a copy of any Supplementary Material, or other document Material required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian in compliance with applicable 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)Qualifying Provinces;
(diii) concurrently with at the filing of the Final Prospectus with the Securities CommissionsClosing Time, a “long-form” comfort letter of PricewaterhouseCoopers LLP from the Corporation’s Auditors 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)Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation Underwriters and the board of directors of the Corporation, Corporation with respect to the verification of certain financial and accounting information and other numerical data of a financial nature relating to the Corporation contained in the Final Prospectus (Prospectus, including all Documents Incorporated by Reference) and matters involving changes or developments since , which letter shall be based on a review by the respective dates as Corporation’s Auditors within a cut-off date of which specific financial information is given therein 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 (letter, if any) , addressed to the Canadian Securities CommissionsRegulators;
(iv) as soon as practicable after the Preliminary Prospectus, the Final Prospectus and any Supplementary Material are prepared, the private placement memorandum incorporating the Preliminary Prospectus, the Final Prospectus or any Supplementary Material, as the case may be, prepared for use in connection with the offer and sale of the Units in the United States and to U.S. Persons (the “U.S. Private Placement Memorandum”) and, forthwith after preparation, any amendment to the U.S. Private Placement Memorandum; and
(ev) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy copies of the TSX conditional approval letter correspondence indicating that the application for the listing and posting for trading on the TSX TSX-V 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 with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) above:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Unit Shares, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.Flow-
Appears in 1 contract
Samples: Underwriting Agreement (Crosshair Exploration & Mining Corp)
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the UnderwritersAgent:
(ai) prior to at the time of each filing thereofClosing Time, 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 English language signed and certified by the Corporation as required by Canadian the 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
(eii) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy “long form” comfort letter dated the date of the TSX conditional approval Final 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 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 letter or comfort letter addressed to Securities Regulators;
(iii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a legal opinion of Xxxxxxx Xxxxx LLP, dated as of the date of the Final Prospectus with respect to the tax commentary included in the section of the Prospectus entitled “Eligibility for Investment” addressed to the Agent and its legal counsel, in form and content acceptable to the Agent, acting reasonably;
(iv) as soon as practicable after the Preliminary Prospectus, Final Prospectus and any Supplementary Material are prepared, the private placement memoranda incorporating the Preliminary Prospectus, the Final Prospectus and any Supplementary Material, as the case may be, prepared for use in connection with the offering for sale of the Offered Shares to, or for the account or benefit of, persons in the United States and U.S. Persons (the “U.S. Memorandum”), and, forthwith after preparation, any amendment to the U.S. Memorandum; and
(v) 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 TSXV of the Common Shares, including the Offered Shares Shares, has been approved, approved for listing subject only to satisfaction by the Corporation of the customary post-post- closing conditions as specified imposed by the TSX. Unless otherwise advised in writing, such deliveries TSXV (the “Standard Listing Conditions”).
(b) The Corporation shall also constitute the Corporation’s consent prepare and deliver promptly to the Underwriters’ use Agent signed copies of all Supplementary Material required to be filed by the Offering Documents in connection with the distribution of the Offered Shares Corporation in compliance with this Agreement and the Securities Laws.
(2c) The Delivery of the Preliminary Prospectus, the Final Prospectus, any Supplementary Material and the U.S. Memorandum (collectively, the “Offering Documents”) by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that Agent that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting) contained in the Offering Documents are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, as required by Canadian Securities Laws;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished by them specifically for use in a ProspectusAgent) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting, the Prospectus and any Supplementary Material such documents comply fully in all material respects with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall also constitute the Corporation’s consent of the Corporation to the Underwriters’ Agent's use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for any Supplementary Material in connection with the distribution of the Offered Shares in the Qualifying Jurisdictions and the use of the U.S. Memorandum in compliance connection with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares Shares, on a private placement basis, to, or for the account or benefit of, persons in the United States and U.S. Persons in compliance with the provisions of this Agreement (including, without limitation, including Schedule “CA” hereto) and U.S.the U.S. Securities Act unless otherwise advised in writing.
(d) The Corporation shall cause commercial copies of the Offering Documents to be delivered to the Agent without charge, in such numbers and in such cities as the Agent may reasonably request by written instructions to the Corporation’s financial printer of the Offering Documents given forthwith after the Agent has been advised that the Corporation has complied with the Securities Laws in the Qualifying Jurisdictions. Such delivery shall be effected as soon as possible and, in any event, on or before a date which is two Business Days after the Canadian Securities Regulators have issued a receipt for the Final Prospectus, and on or before a date which is two Business Days after the Canadian Securities Regulators issue receipts for or accept for filing, as the case may be, any Supplementary Material.
Appears in 1 contract
Samples: Agency Agreement
Deliveries on Filing and Related Matters. (1) The Corporation shall deliver cause to each of be delivered to the Underwriters:
(a) prior to the time of each filing thereofforthwith when available, a copy copies of the Preliminary Canadian Prospectus and U.S. Prospectus and any Canadian Prospectus Amendment or U.S. Registration Statement Amendment (in both the Final Prospectus each manually signed on behalf English and the French (in the case of the Corporation, by the persons Canadian Prospectus and in the form any Canadian Prospectus Amendment) language) signed and certified as required by Canadian the Applicable Securities Laws, including 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) 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 at the time of filing thereofthe delivery pursuant to this Section 6 to the Underwriters of the Canadian Prospectus and any Canadian Prospectus Amendment, a copy in each case, in the French language:
(i) an opinion of Xxxxxx, de Xxxxx, L.L.P., dated the date of the Canadian Prospectus Supplement and any Supplementary MaterialCanadian Prospectus Amendment and acceptable in form and substance to the Underwriters’ counsel that, except for: (A) the Corporation’s consolidated financial statements as at and for the years ended December 31, 2008 and 2007 together with the auditors’ report thereon and the notes thereto, and management’s discussion and analysis of financial condition and results of operations as contained in the Corporation’s annual report for the year ended December 31, 2008; (B) the Corporation’s consolidated interim financial statements (unaudited) and management’s discussion and analysis of financial condition and results of operations as at and for the three and six months ended June 30, 2009; (C) any earnings coverage ratios; and (D) the auditor’s consent and any other financial or other document required to be filed with accounting information, in each case, included or delivered toincorporated by reference in the Canadian Prospectus and any Canadian Prospectus Amendment (collectively, the Securities Commissions by “Financial Information”), the Corporation under Canadian Securities Laws in connection with the Offering, including Prospectus and any Canadian Prospectus Amendment and any document incorporated by reference in the Final French language is in all material respects a complete and proper translation of the Canadian Prospectus (other than documents already filed publicly with a Securities Commission);and any Canadian Prospectus Amendment and any document incorporated by reference in the English language; and
(dii) concurrently with an opinion from the filing Corporation’s auditors, PricewaterhouseCoopers LLP, Chartered Accountants, dated the date of such document and acceptable in form and substance to the Underwriters’ counsel, stating that the Financial Information contained in such document and any documents incorporated by reference in the French language is in all material respects a complete and proper translation of the Final Financial Information contained in such document and any documents incorporated by reference in the English language; and
(c) at the time of delivery pursuant to this Section 6 to the Underwriters of the Canadian Prospectus with the Securities CommissionsSupplement and U.S. Prospectus Supplement and any Canadian Prospectus Amendment or U.S. Registration Statement Amendment, a “long-form” comfort letter of PricewaterhouseCoopers LLP from PricewaterhouseCoopers, LLP, Chartered Accountants, as applicable, dated the date of the Final Canadian Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter), in form Supplement 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 U.S. 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 with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) above:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus Supplement and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the Amendment or U.S. Private Placement MemorandumRegistration Statement Amendment, as the case may be, to be delivered and acceptable in form and substance to the Underwriters without chargeUnderwriters, in such quantities and in such cities as the Underwriters may reasonably request by written instructions with respect to the printer of such documents as soon as possible after obtaining Financial Information contained in the Preliminary Receipt Canadian Prospectus and U.S. Prospectus and any Canadian Prospectus Amendment or the Final ReceiptU.S. Registration Statement Amendment, as the case may be, butand any documents incorporated by reference therein, which comfort letter shall be in addition to any event comfort letters required by and addressed to securities regulatory authorities and shall be based on or before noon (Toronto time) on a review by such auditors having a cut-off date not more than four business days prior to the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent date of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.comfort letter.
Appears in 1 contract
Samples: Underwriting Agreement (Fairfax Financial Holdings LTD/ Can)
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);
(dc) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “"long-form” " comfort letter of PricewaterhouseCoopers Xxxxxxx Xxxxx Xxxxxx 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 Underwriters and the board of directors and officers of the Corporation, with respect to the verification of certain financial and accounting information and other numerical data of a financial nature contained relating to the Corporation in the Final Prospectus (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 ' report incorporated by reference in the Securities CommissionsFinal Prospectus; andand
(ed) prior to the filing of the Final Prospectus with the Securities Commissions, a copy of materials filed with the TSX TSXV to obtain conditional approval letter indicating that the application for the listing and posting for trading on the TSX TSXV of the Offered Shares, the Additional Offered Shares has been approvedand the Broker Warrant Shares issuable on exercise of the Broker Warrants (collectively, the "Listed Securities") subject only to satisfaction by the Corporation of the customary conditions that may be satisfied post-closing conditions as specified by the TSX. TSXV. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s 's consent to the Underwriters’ ' use of the Offering Documents in connection with the distribution of the Offered Shares Securities in compliance with this Agreement and Securities Laws.
(2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovedelivery:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered SharesSecurities, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the applicable U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, with the Securities Commissions, but, in any event on or before noon (Toronto Vancouver time) on the next second Business Day (or for delivery locations outside of Torontoafter obtaining the receipt therefor, on the second Business Day)as applicable. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ ' use of the Preliminary Prospectus, Prospectus and the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares Securities in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and of the U.S. Private Placement Memorandum for the offer and sale of the Offered Shares to, Securities in the United States or to or for the account or benefit of, of U.S. Persons or persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.
Appears in 1 contract
Samples: Underwriting Agreement
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the UnderwritersAgent:
(ai) prior to at the time of each filing thereofClosing Time, 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 English language signed and certified by the Corporation as required by Canadian the 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
(eii) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy “long form” comfort letter dated the date of the TSX conditional approval Final Prospectus, in form and substance satisfactory to the Agent, acting reasonably, addressed to the Agent, the Agent’s counsel, 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 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 letter or comfort letter addressed to the Canadian Securities Regulators;
(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 CSE of the Common Shares, including the Offered Shares has and Agent’s Warrant Shares have been approved, approved subject only to satisfaction by the Corporation of the customary post-closing conditions as specified imposed by the TSX. Unless otherwise advised in writing, such deliveries CSE (the “Listing Conditions”).
(b) The Corporation shall also constitute the Corporation’s consent prepare and deliver promptly to the Underwriters’ use Agent signed copies of all Supplementary Material required to be filed by the Offering Documents in connection with the distribution of the Offered Shares Corporation in compliance with this Agreement and the Securities Laws.
(2c) The Delivery of the Final Prospectus and any Supplementary Material by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) aboveAgent that:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting) contained in the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, as required by Canadian Securities Laws;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting, the Prospectus and any Supplementary Material such documents comply fully in all material respects with the requirements of the Canadian Securities Laws.
(3d) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, any Supplementary Material to be delivered to the Underwriters Agent without charge, in such quantities numbers and in such cities as the Underwriters Agent may reasonably request by written instructions to the printer of such documents Corporation and its legal counsel. Such delivery shall be effected by the Corporation as soon as possible practicable after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation receives written delivery instructions from the Agent.
(e) The Agent shall deliver to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution each purchaser of the Offered Shares in a copy of the Qualifying Jurisdictions Final Prospectus in compliance with Securities Laws. The Agent shall send a copy of all amendments to the provisions of this Agreement and Canadian Securities Laws and the offer and sale Prospectus to all persons to whom copies of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.Prospectus are sent.
Appears in 1 contract
Samples: Agency Agreement
Deliveries on Filing and Related Matters. (1) The Corporation Company shall deliver deliver, or cause to be delivered, to each of the Underwriters:Agents (or Agents’ counsel, as applicable):
(a) prior to the time filing of each filing thereofthe Preliminary Prospectus, the Final Prospectus or any Supplementary Material with the Canadian Securities Regulators, a copy of the Preliminary Prospectus and Prospectus, the Final Prospectus each manually and any Supplementary Material signed on behalf of the Corporation, by the persons and in the form signed and certified Company as required by applicable Canadian Securities Laws;
(b) prior to the filing of any Supplementary Material with the Canadian Securities Regulators, a copy of such Supplementary Material required to be filed by the preliminary U.S. Private Placement Memorandum or the final U.S. Private Placement Memorandum, if and as applicableCompany in compliance with applicable Canadian Securities Laws;
(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 Canadian Securities CommissionsRegulators, a “long-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)Prospectus, in form and substance satisfactory to the UnderwritersAgents, acting reasonably, addressed to the Underwriters, the Corporation Agents and the board of directors of the Corporation, Company from the Company’s Auditors with respect to the verification of financial and accounting information and other numerical data of a financial nature relating to the Company contained in the Final Prospectus (including all Documents Incorporated Prospectus, which letter shall be based on a review by Reference) and matters involving changes or developments since the respective dates as Company’s Auditors within a cut-off date of which specific financial information is given therein 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 (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 with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) above:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities LawsRegulators;
(bd) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, any Supplementary Material to be delivered to the Underwriters Agents without charge, in such quantities numbers and in such cities locations as the Underwriters Agents may reasonably request by written instructions to the Company’s financial printer of such documents the Preliminary Prospectus and the Final Prospectus. Such delivery shall be effected as soon as possible and, in any event, on or before the date which is one Business Day for deliveries to be made in Toronto, Ontario and two Business Days for deliveries to be made outside of Xxxxxxx, Xxxxxxx, after obtaining the Principal Regulator, has issued a receipt in accordance with NP 11-202 in respect of the Preliminary Receipt or Prospectus and the Final ReceiptProspectus, and on or before a date which is two Business Days after the Canadian Securities Regulators issue receipts, in respect of or accept for filing, as the case may be, butany Supplementary Material;
(e) concurrently with, or prior to the filing of, the Final Prospectus, unless otherwise indicated:
(i) a copy of any document filed with, or delivered to, the Canadian Securities Regulators by the Company under applicable Canadian Securities Laws with the Final Prospectus;
(ii) copies of correspondence from the TSXV indicating that the application for the listing for trading on the TSXV of the Unit Shares and Warrant Shares have been approved for listing subject only to the Standard Listing Conditions;
(iii) a certificate dated the date of the Final Prospectus, addressed to the Agents and signed by the Chief Executive Officer and Chief Financial Officer of the Company, certifying for and on behalf of the Company, and not in their personal capacities, after having made due inquiries, with respect to the following matters:
(A) the Company having materially complied with all of the covenants and satisfied all of the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the date of the Final Prospectus;
(B) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Company or prohibiting the issue of the Special Warrants or the Underlying Securities or any of the Company’s issued securities, having been issued, and no proceeding for such purpose being threatened or, to the knowledge of such officers, pending;
(C) the representations and warranties of the Company contained in this Agreement and in any certificates of the Company delivered pursuant to or in connection with this Agreement being true and correct in all material respects as at the date of the Final Prospectus (other than those that speak to a specific time, in any event which case they shall have been true and correct in all material respects at such time), with the same force and effect as if made on and as at the date of the Closing Date, after giving effect to the transactions contemplated by this Agreement; and
(D) since the Closing Time, there having been no material adverse change, financial or before noon otherwise, in the assets, liabilities (Toronto timecontingent or otherwise), capital, business or results of operations of the Company and the Subsidiaries on a consolidated basis; and
(iv) on the next Business Day an opinion, subject to customary qualifications, of Blake, Xxxxxxx & Xxxxxxx LLP (or for delivery locations outside other counsel selected by the Company with respect to tax matters) or from local counsel in the Qualifying Jurisdictions (it being understood that such counsel may rely to the extent appropriate in the circumstance as to matters of Torontofact, on the second Business Day). Such deliveries shall constitute the consent certificates of the Corporation Company executed on its behalf by a senior officer of the Company) with respect to the Underwriters’ use following matters:
(A) the Company has the necessary corporate power and authority to execute and deliver the Preliminary Prospectus and the Final Prospectus and all necessary corporate action has been taken by the Company to authorize the execution and delivery by it of the Preliminary Prospectus, Prospectus and the Final Prospectus and the U.S. Private Placement Memorandum for filing thereof, as the case may be, in each of the Qualifying Jurisdictions in accordance with applicable Canadian Securities Laws;
(B) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under Canadian Securities Laws in order to qualify the distribution of the Offered Shares Underlying Securities to the public in each of the Qualifying Jurisdictions by or through investment dealers and brokers duly registered under the applicable laws of such provinces who have complied with the relevant provisions of Canadian Securities Laws;
(C) the statements and opinions concerning tax matters set forth in compliance with the Final Prospectus under the headings (including for certainty, all subheadings under such headings) “Eligibility for Investment” and “Certain Canadian Federal Income Tax Considerations” insofar as they purport to describe the provisions of this Agreement the laws referred to therein are fair and Canadian Securities Laws adequate summaries of the matters discussed therein subject to the qualifications, assumptions and limitations set out under such headings; and
(D) the attributes of the Special Warrants and the offer Underlying Securities conform in all material respects with the description thereof contained in the Final Prospectus; and
(f) opinions, comfort letters and sale of other documents substantially similar to those referred to in this Section to the Offered Shares toAgents and Agents’ legal counsel, as applicable, with respect to any Supplementary Material, contemporaneously with, or for prior to the account or benefit filing of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.any Supplementary Material.
Appears in 1 contract
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the UnderwritersAgent:
(ai) prior to the time filing of each filing thereofthe Final Prospectus, a copy of the Amended and Restated Preliminary Prospectus and the Final Prospectus each manually signed on behalf of the Corporation, by the persons and in the form English language signed and certified by the Corporation as required by Canadian the 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;
(cii) prior to the time filing of filing thereofthe Final Prospectus with the Canadian Securities Regulators, a copy “long form” comfort letter dated the date of any Supplementary Materialthe Final Prospectus, or other document required in form and substance satisfactory to be filed with or delivered tothe Agent, acting reasonably, addressed to the Securities Commissions by Agent and the directors of the Corporation under Canadian Securities Laws in connection from the Corporation’s Auditors with respect to financial and accounting information relating to the Offering, including any document incorporated by reference Corporation contained in the Final Prospectus (other Prospectus, which letter shall be based on a review by the Corporation’s Auditors within a cut-off date of not more than documents already filed publicly with a two Business Days prior to the date of the letter, which letter shall be in addition to any auditors’ consent letter or comfort letter addressed to the Canadian Securities Commission)Regulators;
(diii) concurrently with the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a “long-form” comfort letter legal opinion of PricewaterhouseCoopers Xxxxxx, Xxxxxxx LLP dated as of the date of the Final Prospectus (with respect to the requisite procedures to be completed by such auditor within two (2) Business Days tax commentary included in the section of the date of such letter)Prospectus entitled "Eligibility for Investment" addressed to the Agent and its legal counsel, in form and substance satisfactory content acceptable to the UnderwritersAgent, 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;
(eiv) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy copies of the TSX conditional approval letter correspondence indicating that the application for the listing and posting for trading on the TSX CSE of the Offered Unit Shares, Warrant Shares has and Compensation Option Shares have been approved, approved for listing subject only to satisfaction by the Corporation of the customary post-closing conditions as specified imposed by the TSX. Unless otherwise advised in writing, such deliveries CSE (the “Standard Listing Conditions”).
(b) The Corporation shall also constitute the Corporation’s consent prepare and deliver promptly to the Underwriters’ use Agent signed copies of all Supplementary Material required to be filed by the Offering Documents in connection with the distribution of the Offered Shares Corporation in compliance with this Agreement and the Securities Laws.
(2c) The Delivery of the Amended and Restated Preliminary Prospectus, the Final Prospectus and any Supplementary Material by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that Agent that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting) contained in the Amended and Restated Preliminary Prospectus or the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, as required by Canadian Securities LawsUnits;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished by them specifically for use in a ProspectusAgent) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for the Agent in writing, such documents comply in all material respects with the requirements of the Securities Laws. Such deliveries shall also constitute the Corporation’s consent to the Agent's use in a Prospectus, of the Final Prospectus and any Supplementary Material comply fully in connection with the requirements distribution of the Canadian Securities LawsOffered Units in the Qualifying Jurisdictions.
(3d) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, any Supplementary Material to be delivered to the Underwriters Agent without charge, in such quantities numbers and in such cities as the Underwriters Agent may reasonably request by written instructions to the Corporation’s financial printer of such documents the Final Prospectus and any Supplementary Material given forthwith after the Agent has been advised that the Corporation has complied with the Securities Laws in the Qualifying Jurisdictions. Such delivery shall be effected as soon as possible and, in any event, on or before a date which is two Business Days after obtaining the Preliminary Receipt or Canadian Securities Regulators have issued a receipt for the Final ReceiptProspectus, and on or before a date which is two Business Days after the Canadian Securities Regulators issue receipts for or accept for filing, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.Supplementary Material.
Appears in 1 contract
Samples: Agency Agreement
Deliveries on Filing and Related Matters. (1a) The Corporation Company shall deliver to each of the UnderwritersAgent:
(ai) prior to the time filing of each filing thereofthe A&R Prospectus, a copy of the Preliminary A&R Prospectus and the Final Prospectus each manually signed on behalf of the Corporation, by the persons and in the form English language signed and certified by the Company as required by Canadian the 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;
(cii) prior to the time filing of filing thereofthe Final Prospectus with the Canadian Securities Regulators, a copy "long form" comfort letter dated the date of any Supplementary Materialthe Final Prospectus, or other document required in form and substance satisfactory to be filed the Agent, acting reasonably, addressed to the Agent and the directors of the Company from the Company's Auditors with or delivered to, respect to financial and accounting information relating to the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference Company contained in the Final Prospectus (other Prospectus, which letter shall be based on a review by the Company's Auditors within a cut-off date of not more than documents already filed publicly with a two Business Days prior to the date of the letter, which letter shall be in addition to any auditors' consent letter or comfort letter addressed to the Canadian Securities Commission)Regulators;
(diii) concurrently with the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a “long-form” comfort letter legal opinion of PricewaterhouseCoopers Xxxxxxx Xxxxx & Xxxxxxxxx LLP dated as of the date of the Final Prospectus (with respect to the requisite procedures to be completed by such auditor within two (2) Business Days tax commentary included in the section of the date of such letter)Prospectus entitled "Eligibility for Investment" addressed to the Agent and its legal counsel, in form and substance satisfactory content acceptable to the UnderwritersAgent, 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
(eiv) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy copies of the TSX conditional approval letter correspondence indicating that the application for the listing and posting for trading on the TSX CSE of the Offered Shares has have been approved, approved for listing subject only to satisfaction by the Corporation Company of the customary post-closing conditions as specified imposed by the TSX. Unless otherwise advised in writing, such deliveries CSE (the "Standard Listing Conditions").
(b) The Company shall also constitute the Corporation’s consent prepare and deliver promptly to the Underwriters’ use Agent signed copies of all Supplementary Material required to be filed by the Offering Documents in connection with the distribution of the Offered Shares Company in compliance with this Agreement and the Securities Laws.
(2c) The Corporation represents Delivery of the Final Prospectus, the A&R Prospectusand any Supplementary Material by the Company shall constitute the representation and warrants warranty of the Company to the Underwriters with respect to the Offering Documents that Agent that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a writing) contained in the Final Prospectus) , the A&R Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Company and the Offered Shares, as required by Canadian Securities Laws;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished by them specifically for use in a ProspectusAgent) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for the Agent in writing, such documents comply in all material respects with the requirements of the Securities Laws. Such deliveries shall also constitute the Company's consent to the Agent's use in a of the Final Prospectus, the A&R Prospectus and any Supplementary Material comply fully in connection with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions Jurisdictions.
(d) The Company shall cause commercial copies of the Final Prospectus, the A&R Prospectus and any Supplementary Material to be delivered to the Agent without charge, in compliance such numbers and in such cities as the Agent may reasonably request by written instructions to the Company's financial printer of the Final Prospectus, the A&R Prospectus and any Supplementary Material given forthwith after the Agent has been advised that the Company has complied with the provisions of this Agreement and Securities Laws in the Qualifying Jurisdictions. Such delivery shall be effected as soon as possible and, in any event, on or before a date which is two Business Days after the Canadian Securities Laws and the offer and sale of the Offered Shares to, or Regulators have issued a receipt for the account A&R Prospectus, and on or benefit ofbefore a date which is two Business Days after the Canadian Securities Regulators issue receipts for or accept for filing, persons in as the United States in compliance with the provisions of this Agreement (includingcase may be, without limitation, Schedule “C” hereto) and U.S.any Supplementary Material.
Appears in 1 contract
Samples: Agency Agreement
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 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 Document Incorporated by reference 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 the Corporation's Auditors 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 information 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’ auditor's consent letter and comfort letter (if any) addressed to the Securities Commissions; and
(e) prior to concurrently with the filing of the Final Prospectus with the Securities Commissions, a copy "long form" comfort letter of the TSX conditional approval letter indicating that Former Auditors, dated to the application for the listing and posting for trading on the TSX date of the Offered Shares has been approved, subject only Final Prospectus (with the requisite procedures to satisfaction be completed by such auditors no later than two Business Days prior to the date of the Final Prospectus) with respect to the financial and accounting information relating to the Corporation addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, containing statements and information of the customary post-closing conditions as specified by type ordinarily included in "comfort letters" to underwriters in connection with the TSXOffering. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s 's consent to the Underwriters’ ' use of the Offering Documents in connection with the distribution of the Offered Shares Securities in compliance with this Agreement and Securities Laws.
(2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) above:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered SharesSecurities, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully in all material respects with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ ' use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares Securities in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and Laws; the offer and sale of the Offered Shares Securities in the United States and to, or for the account or benefit of, persons in the United States U.S. Persons in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” "B" hereto) and U.S.U.S. Securities Laws; and the offer and sale of the Offered Securities in such other Selling Jurisdictions agreed to between the Corporation and the Lead Underwriter, in compliance with the provisions of this Agreement and Applicable Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters' use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Securities.
(4) Each of the Corporation and the Underwriters have approved the Marketing Materials, including any template version thereof which the Corporation has filed with the Securities Commissions and which is and will be incorporated by reference into the Prospectus, as the case may be. The Corporation and the Underwriters each covenant and agree that during the distribution of the Offered Securities, it will not provide any potential investor of Offered Securities with any marketing materials except for marketing materials that comply with, and have been approved in accordance with, NI 44-101. If requested by the Underwriter, in addition to the Marketing Materials, the Corporation will cooperate, acting reasonably, with the Underwriter in approving any other marketing materials to be used in connection with the Offering.
(5) Subject to compliance with Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Securities, the Corporation will promptly provide to the Underwriters drafts of any press releases of the Corporation for review by the Underwriters prior to issuance, and shall obtain the prior approval of the Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include (i) an appropriate notation on each page as follows: "Not for distribution to the U.S. news wire services, or dissemination in the United States" and (ii) the following (or similar) disclosure: "The securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, a "U.S. person" (as such term is defined in Regulation S under the U.S. Securities Act ("U.S. Person")) absent such registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities in the United States or to, or for the account or benefit of, a U.S. Person."
(6) Notwithstanding any provision hereof, nothing in this Agreement will create any obligation of the Corporation to file a registration statement or otherwise register or qualify the Offered Securities for sale or distribution outside of Canada.
Appears in 1 contract
Samples: Underwriting Agreement (Cybin Inc.)
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the UnderwritersUnderwriter:
(ai) prior to at the time of each filing thereofClosing Time, 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 by the Corporation as required by Canadian Securities Laws;
(bii) a copy of at 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 thereofClosing Time, a copy of any Supplementary Material, or other document Material required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian in compliance with 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)Laws;
(diii) concurrently with the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a “long-long form” comfort letter of PricewaterhouseCoopers LLP letters 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)Prospectus, in form and substance satisfactory to the UnderwritersUnderwriter, acting reasonably, addressed to the Underwriters, the Corporation Underwriter and the board of directors of the Corporation from the Corporation, ’s Auditors with respect to the verification of financial and accounting information and other numerical data of a financial nature contained in or incorporated by reference into the Final Prospectus (including all Documents Incorporated Prospectus, which letter shall be based on a review by Reference) and matters involving changes or developments since the respective dates as Corporation’s Auditors within a cut-off date of which specific financial information is given therein not more than two Business Days prior to the date of the letter, which letter shall be in addition to the auditors’ consent letter required to be delivered by such auditors and comfort letter (if any) addressed to the Canadian Securities CommissionsRegulators;
(iv) as soon as practicable after the Preliminary Prospectus, Final Prospectus and any Supplementary Material are prepared, the private placement memorandum incorporating the Preliminary Prospectus, Final Prospectus or any Supplementary Material, as the case may be, prepared for use in connection with the offering for sale of the Securities in the United States (the “U.S. Placement Memorandum”), and, forthwith after preparation, any amendment to the U.S. Placement Memorandum; and
(ev) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy copies of the TSX conditional approval letter correspondence indicating that the application for the listing and posting for trading on the TSX of the Offered Common Shares issuable in connection with the Offering has been approved, approved for listing subject only to satisfaction by the Corporation of the customary post-closing conditions as specified imposed by the TSX. Unless otherwise advised in writing, such deliveries shall also constitute TSX (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“Listing Conditions”).
(2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) above:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.
Appears in 1 contract
Samples: Underwriting Agreement (American Bonanza Gold Corp.)
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the UnderwritersAgent:
(ai) prior to at the time of each filing thereofClosing Time, 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 English language signed and certified by the Corporation as required by Canadian the 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
(eii) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy “long form” comfort letter dated the date of the TSX conditional approval Final 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 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 letter or comfort letter addressed to the Canadian Securities Regulators;
(iii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a legal opinion of AFG Law LLP dated as of the date of the Final Prospectus with respect to the tax commentary included in the section of the Prospectus entitled "Eligibility for Investment" addressed to the Agent and its legal counsel, in form and content acceptable to the Agent, acting reasonably; and
(iv) 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 CSE of the Offered Unit Shares, Unit Warrant Shares has and Compensation Option Shares have been approved, approved for listing subject only to satisfaction by the Corporation of the customary post-closing conditions as specified imposed by the TSX. Unless otherwise advised in writing, such deliveries CSE (the “Standard Listing Conditions”).
(b) The Corporation shall also constitute the Corporation’s consent prepare and deliver promptly to the Underwriters’ use Agent signed copies of all Supplementary Material required to be filed by the Offering Documents in connection with the distribution of the Offered Shares Corporation in compliance with this Agreement and the Securities Laws.
(2c) The Delivery of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that Agent that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, as required by Canadian Securities LawsUnits;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished by them specifically for use in a ProspectusAgent) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting, the Prospectus and any Supplementary Material such documents comply fully in all material respects with the requirements of the Canadian Securities Laws.
(3d) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to any Supplementary Material be delivered to the Underwriters Agent without charge, in such quantities numbers and in such cities as the Underwriters Agent may reasonably request by written instructions to the Corporation’s financial printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material given forthwith after the U.S. Private Placement Memorandum for Agent has been advised that the distribution of Corporation has complied with the Offered Shares Securities Laws in the Qualifying Jurisdictions Jurisdictions. Such delivery shall be effected as soon as possible and, in compliance with any event, on or before a date which is two Business Days after the provisions of this Agreement and Canadian Securities Laws Regulators have issued a receipt for the Preliminary Prospectus and the offer Final Prospectus, and sale of on or before a date which is two Business Days after the Offered Shares toCanadian Securities Regulators issue receipts for or accept for filing, or for as the account or benefit ofcase may be, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.any Supplementary Material.
Appears in 1 contract
Samples: Agency Agreement
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the UnderwritersAgent:
(ai) prior to at the time of each filing thereofClosing Time, 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 English language signed and certified by the Corporation as required by Canadian the 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
(eii) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy “long form” comfort letter dated the date of the TSX conditional approval Final 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 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 letter or comfort letter addressed to the Canadian Securities Regulators;
(iii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a legal opinion of Fasken Xxxxxxxxx XxXxxxxx LLP dated as of the date of the Final Prospectus with respect to the tax commentary included in the section of the Prospectus entitled "Eligibility for Investment" addressed to the Agent and its legal counsel, in form and content acceptable to the Agent, acting reasonably; and
(iv) 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 Exchange of the Offered Common Shares has been approved, approved for listing subject only to satisfaction by the Corporation of the customary post-closing conditions as specified imposed by the TSX. Unless otherwise advised in writing, such deliveries Exchange (the “Standard Listing Conditions”).
(b) The Corporation shall also constitute the Corporation’s consent prepare and deliver promptly to the Underwriters’ use Agent signed copies of all Supplementary Material required to be filed by the Offering Documents in connection with the distribution of the Offered Shares Corporation in compliance with this Agreement and the Securities Laws.
(2c) The Delivery of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that Agent that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, as required by Canadian Securities LawsUnits;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished by them specifically for use in a ProspectusAgent) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for the Agent in writing, such documents comply in all material respects with the requirements of the Securities Laws. Such deliveries shall also constitute the Corporation’s consent to the Agent's use in a of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material comply fully in connection with the requirements distribution of the Canadian Securities LawsUnits in the Qualifying Jurisdictions.
(3d) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, any Supplementary Material to be delivered to the Underwriters Agent without charge, in such quantities numbers and in such cities as the Underwriters Agent may reasonably request by written instructions to the Corporation’s financial printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material after the U.S. Private Placement Memorandum for Agent has been advised that the distribution of Corporation has complied with the Offered Shares Securities Laws in the Qualifying Jurisdictions Jurisdictions. Such delivery shall be effected as soon as possible and, in compliance with any event, on or before a date which is two Business Days after the provisions of this Agreement and Canadian Securities Laws Regulators have issued a receipt for the Preliminary Prospectus and the offer Final Prospectus, and sale of on or before a date which is two Business Days after the Offered Shares toCanadian Securities Regulators issue receipts for or accept for filing, or for as the account or benefit ofcase may be, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.any Supplementary Material.
Appears in 1 contract
Samples: Agency Agreement
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);
(dc) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long-form” comfort letter of PricewaterhouseCoopers Davidson & Company 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 Underwriters and the board of directors and officers of the Corporation, with respect to the verification of certain financial and accounting information and other numerical data of a financial nature contained relating to the Corporation in the Final Prospectus (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 report incorporated by reference in the Securities CommissionsFinal Prospectus; and
(ed) prior to the filing of the Final Prospectus with the Securities Commissions, a copy of the TSX TSXV conditional approval letter indicating that the application for the listing and posting for trading on the TSX TSXV of the Offered Underlying Shares and the Underlying Warrants comprising the Initial Units and the Over-Allotment Units, the Warrant Shares issuable on exercise of the Underlying Warrants and the Over-Allotment Warrants and the Underlying Broker Shares issuable on exercise of the Broker Warrants (collectively, the “Listed Securities”) has been approved, subject only to satisfaction by the Corporation of the customary conditions that may be satisfied post-closing conditions as specified by the TSXTSXV. 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 Securities in compliance with this Agreement and Securities Laws.
(2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovedelivery:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered SharesQualified Securities, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the applicable U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, with the Securities Commissions, but, in any event on or before noon (Toronto Vancouver time) on the next second Business Day (or for delivery locations outside of Torontoafter obtaining the receipt therefor, on the second Business Day)as applicable. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, Prospectus and the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares Securities in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and of the U.S. Private Placement Memorandum for the offer and sale of the Offered Shares to, or for the account or benefit of, persons Securities in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.
Appears in 1 contract
Samples: Underwriting Agreement
Deliveries on Filing and Related Matters. (1a) The Corporation Company shall deliver to each of the Underwriters, without charge:
(ai) prior to concurrently with the time filing of each the Preliminary Prospectus (in both the English and French languages) signed by the Company as required by Applicable Securities Laws;
(ii) concurrently with the filing thereofof the Prospectus, a copy of the Preliminary Prospectus (in both the English and the Final Prospectus each manually French languages), signed on behalf of the Corporation, by the persons and in the form signed and certified Company as required by Canadian Applicable Securities Laws;
(biii) a copy of concurrently with 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 Material (in both the English and French languages) required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Company in compliance with Applicable 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)Laws;
(div) concurrently with the filing of the Final Prospectus and any Supplementary Material with the Securities Commissions, a “long-long form” comfort letter of PricewaterhouseCoopers LLP dated the date of the Final Prospectus (Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Company from PricewaterhouseCoopers LLP and MNP LLP, as applicable, with respect to the requisite procedures Financial Statements and other financial and accounting information relating to the Company contained or incorporated by reference in the Prospectus, which letter shall be completed based on a review by such auditor auditors within a cut-off date and based on a review of not more than two (2) Business Days of prior to the date of such the letter), which letter shall be in addition to any auditors’ comfort and consent letters addressed to the Securities Commissions in the Qualifying Jurisdictions;
(v) concurrently with the filing of the Preliminary Prospectus, the Prospectus and any Supplementary Material:
A. opinions of counsel to the Company in Québec, dated the date of the Preliminary Prospectus, the Prospectus or Supplementary Material, as applicable, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, to the Corporation and effect that the board of directors French language version of the CorporationPreliminary Prospectus, the Prospectus or the Supplementary Material (including, for greater certainty, the documents incorporated by reference therein), as applicable, except for 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; and
B. an opinion from PricewaterhouseCoopers LLP and MNP LLP, as applicable, (or another Canadian auditing firm) only with respect to the verification Financial Information, dated the date of financial the Preliminary Prospectus, the Prospectus or Supplementary Material, as applicable, in form 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 substance satisfactory to the auditors’ consent letter and comfort letter (if any) Underwriters, acting reasonably, addressed to the Securities Commissions; andUnderwriters, to the effect that the French language version of the Financial Information and the remaining financial data upon which auditors usually opine included in the Preliminary Prospectus, the Prospectus or the Supplementary Material (including, for greater certainty, the documents incorporated by reference therein), as applicable, is in all material respects, a complete and proper translation of the English language version thereof (or wording having similar effect);
(evi) as soon as possible after the Prospectus and any Supplementary Material are prepared, copies of the U.S. Placement Memorandum;
(vii) at the time of filing the Preliminary Prospectus, the U.S. Preliminary Placement Memorandum, at the time of filing the Prospectus and any Supplementary Material, the U.S. Placement Memorandum;
(viii) prior to the filing of the Final Prospectus with the Securities Commissions, a copy copies of the TSX conditional approval letter indicating correspondence, if any, demonstrating that the application for the listing and posting for trading on the TSX CSE of the Offered Shares, the Warrant Shares and the Warrants has been approved, approved subject only to the satisfaction by the Corporation Company of the such customary and standard post-closing conditions as specified imposed by the TSX. Unless otherwise advised CSE in writing, such deliveries shall also constitute similar circumstances (the Corporation’s consent “Standard Listing Conditions”); and
(ix) copies of all other documents resulting or related to the Underwriters’ use Company taking all other steps and proceedings that may be necessary in order to qualify the Offered Units for distribution in each of the Offering Documents Qualifying Jurisdictions by the Underwriters and other persons who are registered in connection with the distribution of a category permitting them to distribute the Offered Shares in compliance Units under Applicable Securities Laws and who comply with this Agreement and such Applicable Securities Laws.
(2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) above:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.
Appears in 1 contract
Samples: Underwriting Agreement
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 the Corporation’s Auditors 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 information 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’ auditor’s consent letter and comfort letter (if any) addressed to the Securities Commissions; and
(e) prior to concurrently with the filing of the Final Prospectus with the Securities Commissions, a copy “long form” comfort letter of the TSX conditional approval letter indicating that Former Auditors, dated to the application for the listing and posting for trading on the TSX date of the Offered Shares has been approved, subject only Final Prospectus (with the requisite procedures to satisfaction be completed by such auditors no later than two Business Days prior to the date of the Final Prospectus) with respect to the financial and accounting information relating to the Corporation addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, containing statements and information of the customary post-closing conditions as specified by type ordinarily included in “comfort letters” to underwriters in connection with the TSXOffering. 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 Securities in compliance with this Agreement and Securities Laws.
(2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) above:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered SharesSecurities, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully in all material respects with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares Securities in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and Laws; the offer and sale of the Offered Shares Securities in the United States and to, or for the account or benefit of, persons in the United States U.S. Persons in compliance with the provisions of this Agreement (including, without limitation, Schedule “CB” hereto) and U.S.U.S. Securities Laws; and the offer and sale of the Offered Securities in such other Selling Jurisdictions agreed to between the Corporation and the Lead Underwriter, in compliance with the provisions of this Agreement and Applicable Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Securities.
(4) Each of the Corporation and the Underwriters have approved the Marketing Materials, including any template version thereof which the Corporation has filed with the Securities Commissions and which is and will be incorporated by reference into the Prospectus, as the case may be. The Corporation and the Underwriters each covenant and agree that during the distribution of the Offered Securities, it will not provide any potential investor of Offered Securities with any marketing materials except for marketing materials that comply with, and have been approved in accordance with, NI 44-101. If requested by the Underwriter, in addition to the Marketing Materials, the Corporation will cooperate, acting reasonably, with the Underwriter in approving any other marketing materials to be used in connection with the Offering.
(5) Subject to compliance with Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Securities, the Corporation will promptly provide to the Underwriters drafts of any press releases of the Corporation for review by the Underwriters prior to issuance, and shall obtain the prior approval of the Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include (i) an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States” and (ii) the following (or similar) disclosure: “The securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, “U.S. persons” (as such term is defined in Regulation S under the U.S. Securities Act) absent such registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.”
(6) Notwithstanding any provision hereof, nothing in this Agreement will create any obligation of the Corporation to file a registration statement or otherwise register or qualify the Offered Securities for sale or distribution outside of Canada.
Appears in 1 contract
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the UnderwritersAgent and its counsel:
(ai) prior to at the time of each filing thereofof the Final Prospectus, 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 English language signed and certified by the Corporation and any promoter(s) 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
(eii) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy “long form” comfort letter dated the date of the TSX conditional approval Final Prospectus, in form and substance satisfactory to the Agent, acting reasonably, addressed to the Agent, the Agent’s counsel, and the Corporation from the Corporation’s Auditors with respect to financial and accounting information relating to the Corporation contained 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 (2) Business Days prior to the date of the letter, which letter shall be in addition to any auditors’ report contained in the Final Prospectus and any auditors’ consent letter or comfort letter addressed to the Canadian Securities Regulators;
(iii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a consent of DLA Piper (Canada) LLP dated as of the date of the Final Prospectus with respect to the tax commentary included in the sections of the Prospectus entitled “Eligibility for Investment” and “Certain Canadian Federal Income Tax Considerations” addressed to the Canadian Securities Regulators, in form and content acceptable to the Agent, acting reasonably;
(iv) 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 CSE of the Common Shares, including the Offered Shares, the Agent’s Warrant Shares and any Additional Shares, has been approved, approved for listing subject only to satisfaction by the Corporation of the customary post-closing conditions as specified imposed by the TSX. Unless otherwise advised in writingCSE (the “Standard Listing Conditions”); and
(v) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, such deliveries a copy of any other document required to be filed by the Corporation under Securities Laws, including without limitation any Marketing Materials and template versions thereof.
(b) The Corporation shall also constitute the Corporation’s consent prepare and deliver promptly to the Underwriters’ use Agent signed copies of all Supplementary Material required to be filed by the Corporation in compliance with the Securities Laws. Any Supplementary Material shall be in form and substance satisfactory to the Agent, acting reasonably. Concurrently with the delivery of any Supplementary Material, the Corporation shall deliver to the Agent, with respect to such Supplementary Material, documents similar to those referred to in Section 6(a).
(c) Delivery of the Offering Documents in connection with by the distribution Corporation shall constitute the representation and warranty of the Offered Shares in compliance with this Agreement and Securities Laws.
(2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that Agent that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting) contained in the Offering Documents, as the case may be, are true and correct, in all material respectsrespects , and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished by them specifically for use in a ProspectusAgent) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting, the Prospectus and any Supplementary Material such documents comply fully with the requirements of the Canadian Securities Laws, and such deliveries shall also constitute the Corporation’s consent to the Agent’s use of the Offering Documents in connection with the distribution of the Offered Shares in the Qualifying Jurisdictions.
(3d) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, any Supplementary Material to be delivered to the Underwriters Agent, without charge, charge in such quantities numbers and in such cities as the Underwriters Agent may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectusrequest, the Final Prospectus and any Supplementary Material given forthwith after the U.S. Private Placement Memorandum Agent has been advised that the Corporation has complied with the Securities Laws in the Qualifying Jurisdictions. Such delivery shall be effected as soon as practicable and, in any event, on or before the date which is the later of: (i) in relation to the Final Prospectus, (A) two (2) Business Days after the Canadian Securities Regulators have issued a receipt for the distribution Final Prospectus and (B) two (2) Business Days after the date on which the Agent provides print and delivery instructions and, (ii) in relation to any Supplementary Material, on or before the date which is the later of: (i) two (2) Business Days after the Canadian Securities Regulators have issued a receipt for the Supplementary Material, if applicable and (ii) two (2) Business Days after the date on which the Agent provides print and delivery instructions for such Supplementary Material.
(e) The Agent shall deliver to each purchaser of the Offered Shares in a copy of the Qualifying Jurisdictions Final Prospectus in compliance with Securities Laws. The Agent shall send a copy of any amendment to the provisions of this Agreement and Canadian Securities Laws and the offer and sale Prospectus to all persons to whom copies of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.Prospectus are sent.
Appears in 1 contract
Samples: Agency Agreement (SolarBank Corp)
Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to each of the UnderwritersUnderwriter:
(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);; and
(d) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long-form” comfort letter of PricewaterhouseCoopers LLP the Auditors dated the date of the Final Prospectus (with the requisite procedures to be completed by such auditor the Auditors within two (2) Business Days of the date of such letter), in form and substance satisfactory to the UnderwritersUnderwriter, acting reasonably, addressed to the UnderwritersUnderwriter, 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 information 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’ auditor’s 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’ Underwriter’s use of the Offering Documents in connection with the distribution of the Offered Shares Securities in compliance with this Agreement and Securities Laws.
(2) The Corporation represents and warrants to the Underwriters Underwriter with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters Underwriter as set out in Section 4(1) above:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters Underwriter and furnished by them it specifically for use in a Prospectus) are true and correct, correct in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered SharesSecurities, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters Underwriter and furnished by them it specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully in all material respects with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters Underwriter without charge, in such quantities and in such cities as the Underwriters Underwriter may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto Vancouver time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ Underwriter’s use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares Securities in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares Units in the United States and to, or for the account or benefit of, persons in the United States U.S. Persons in compliance with the provisions of this Agreement (including, without limitation, Schedule “CA” hereto) and U.S.
Appears in 1 contract
Samples: Underwriting Agreement
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver In connection with the Prospectus Supplement (and prior to each of or concurrently with the Underwritersfiling thereof, as applicable), the Corporation:
(ai) prior has prepared and will file, concurrently with the execution of this Agreement, the Prospectus Supplement pursuant to the time of each filing thereofPassport System and the Shelf Procedures, 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 and the Final Prospectus each manually signed and certified on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws;
(biii) a copy of the preliminary U.S. Private Placement Memorandum will deliver or the final U.S. Private Placement Memorandum, if and as applicable;
(c) prior cause to be delivered to the time of filing thereof, Underwriter a copy of any Supplementary Material, or other document required to be filed with or delivered to, to the Securities Commissions by the Corporation under Canadian Securities Laws Regulators in connection with the Offering, including any document incorporated Supplementary Material or Document Incorporated by reference Reference in the Final Prospectus (other than documents any document already filed publicly with a Canadian Securities CommissionRegulator);
(div) concurrently with will deliver or cause to be delivered to the filing Underwriter a copy of the Final Prospectus with the Securities CommissionsU.S. Private Placement Memorandum;
(v) will cause Sxxxx Mxxxxx LLP to deliver an opinion, 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)Supplement, in form and substance satisfactory to the UnderwritersUnderwriter, acting reasonably, addressed to the UnderwritersUnderwriter, to the Corporation effect that the French language version of the Prospectus, including the Documents Incorporated by Reference, but excluding the Financial Material, is, in all material respects, a complete and accurate translation of the English language version thereof;
(vi) will cause the Corporation’s Auditors to deliver an opinion, dated the date of the Prospectus Supplement, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter, to the effect that the French language version of the Financial Material is, in all material respects, a complete and accurate translation of the English language version thereof;
(vii) will cause the Corporation’s Auditors to deliver a “long-form” comfort letter, dated the date of the Prospectus Supplement, in form and substance satisfactory to the Underwriter providing certain written representations, acting reasonably, addressed to the Underwriter 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) Prospectus, and matters involving changes or developments since the respective dates as of which specific specified financial information is given therein therein, which letter shall be in addition to based on procedures performed by the auditors’ consent letter and comfort letter (if any) addressed to the Securities Commissions; and
(e) Corporation’s Auditors within a cut-off date of not more than two Business Days prior to the filing date of the Final Prospectus with letter;
(viii) will deliver to the Securities CommissionsUnderwriter and its counsel, a copy copies of the TSX conditional approval letter all correspondence indicating that the application for the listing and posting for trading on the TSX TSXV of the Offered Shares Shares, has been conditionally approved, subject only to satisfaction by the Corporation of the customary post-closing conditions Standard Listing Conditions; and
(ix) will deliver to the Underwriter if it so requests, without charge, as specified soon as practicable but in any event by the TSX. Unless otherwise advised in writingnext Business Day after the Prospectus Supplement is filed (and will thereafter deliver from time to time), as many commercial copies of the Prospectus and the U.S. Private 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 deliveries delivery of the Prospectus and the U.S. Private Placement Memorandum (and any Supplementary Material) shall also constitute the Corporation’s consent of the Corporation to the Underwriters’ use of such documents by the Underwriter and each Selling Firm in connection with the Offering, subject to the Underwriter and each Selling Firm complying with the provisions of applicable Securities Laws and the provisions of this Agreement.
(b) Prior to or concurrently with the filing of any Prospectus Amendment with the Canadian Securities Regulators, the Corporation will deliver to the Underwriter documents similar to those referred to in Sections 6(a)(ii) to (viii) inclusive and prior to or concurrently with the filing of any Prospectus Amendment with the Canadian Securities Regulators.
(c) Prior to the filing of any Offering Document and prior to the completion of the Distribution Period, the Corporation shall allow the Underwriter to participate fully in the preparation of the Offering Documents (other than material filed prior to the date hereof and incorporated by reference therein) and shall allow the Underwriter to conduct all due diligence investigations of the Corporation which the Underwriter may reasonably require in order to fulfil its obligations as underwriter and in order to enable them to responsibly execute the certificates required to be executed by them at the end of each of the Offering Documents, as applicable. The Corporation shall make available to the Underwriter and its counsel, on a timely basis, all documents and information necessary to complete such due diligence investigation of the Corporation, including all corporate and operating records, material contracts, technical reports, financial information budgets and accounts, and other relevant information necessary in connection therewith and shall provide the Underwriter with access to the distribution directors and officers and “qualified persons” (as such term is defined in Regulation 43-101) as may be requested. Without limiting the scope of the Offered Shares due diligence investigation the Underwriter may conduct, the Corporation shall participate and cause the Corporation’s Auditors (subject to the Non-Canadian Underwriter providing certain written representations), counsel and “qualified persons” (as such term is defined in compliance with this Agreement Regulation 43-101) to participate in one or more due diligence sessions to be held prior to the filing of any Offering Document and Securities Lawsprior to the completion of the Distribution Period.
(2d) The Corporation represents and warrants to the Underwriters with respect to Each delivery of the Offering Documents that as at their respective dates by the Corporation shall constitute the representation and warranty of delivery the Corporation to the Underwriters as set out in Section 4(1) above:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) Underwriter that (except for information and statements relating solely to the Underwriters Underwriter and furnished provided by them the Underwriter in writing specifically for use in a Prospectusthe applicable Offering Document), as at their respective dates (or their respective dates of filing, if filed after their respective dates):
(i) all information and statements contained in the Offering Documents, are true and correct, correct in all material respects, respects and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Offering, the Offered Shares and the Offered Shares, Over-Allotment Option as required by applicable Canadian Securities Laws;
(bii) the Offering Documents do not contain an untrue statement of material fact and no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;made or disclosed; and
(ciii) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material Offering Documents fully comply fully with the requirements of the Canadian applicable Securities Laws.
(3e) The During and prior to the completion of the Distribution Period, the Corporation shall will, to the satisfaction of counsel to the Underwriter, acting reasonably, promptly take or cause commercial to be taken all steps and proceedings that may be required from time to time under the Canadian Securities Laws to qualify the Offered Shares for sale to the public and the grant of the Over-Allotment Option in each of the Qualifying Jurisdictions or, in the event that they have, for any reason, ceased to be so qualified, to again so qualify them.
(f) During and prior to the completion of the Distribution Period, the Corporation will (i) obtain prior approval of the Underwriter as to the content and form of any press release or other material public disclosure document relating to the Offering prior to issuance, such approval not to be unreasonably withheld; and (ii) provide copies of any other press releases or material public disclosure documents to the Preliminary ProspectusUnderwriter and provide a reasonable opportunity to the Underwriter to review the same and consult in respect of the same with the Underwriter, who shall act reasonably in respect of such consultation. In addition, any press release announcing or otherwise referring to the Offering disseminated outside the United States shall comply with the requirements of Rule 135e under the U.S. Securities Act and shall include the following (or similar) legend at the top of the first page of any press release made in respect of the Offering: “Not for distribution to U.S. news wire services or dissemination in the United States.” and each such press release will include the following (or similar) disclosure: “The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.”
(g) In connection with marketing materials:
(i) as applicable, each of the Corporation and the Underwriter have approved in writing the template version of the Marketing Materials, the Final Prospectus Corporation has filed the template version of the Marketing Materials with the Canadian Securities Regulators and the U.S. Private Placement MemorandumCorporation has incorporated by reference into the Prospectus Supplement, the template version of the Marketing Materials, all in accordance with Canadian Securities Laws;
(ii) as applicable, the Corporation removed all comparables (as defined in Regulation 41-101) and all disclosure relating to such comparables from the template version of the Marketing Materials in accordance with Regulation 41-101 prior to filing the template version of the Marketing Materials with the Canadian Securities Regulators and, as applicable, the case may be, to be Corporation delivered to the Underwriters without charge, Principal Regulator a complete template version of the Marketing Materials containing such comparables and all disclosure relating to such comparables in such quantities accordance with Canadian Securities Laws;
(iii) during and in such cities as the Underwriters may reasonably request by written instructions prior to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent completion of the Corporation to the Underwriters’ use of the Preliminary ProspectusDistribution Period, the Final Prospectus Corporation and the U.S. Private Placement Memorandum for the distribution Underwriter will not provide any potential investor of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and any marketing materials except for marketing materials that comply with Canadian Securities Laws and the offer and sale template versions of which have been approved in writing by each of the Offered Shares toCorporation and the Underwriter; and
(iv) during and prior to the completion of the Distribution Period, or for in addition to the account or benefit ofMarketing Materials, persons the Corporation will cooperate with and assist, acting reasonably, the Underwriter in preparing and approving in writing the United States template versions of any other marketing materials to be used by the Underwriter in compliance connection with the provisions of this Agreement (includingOffering and will file with and deliver to the Canadian Securities Regulators such template versions in accordance with Canadian Securities Laws, without limitation, Schedule “C” hereto) and U.S.which will then be deemed to be incorporated into the Prospectus Supplement.
Appears in 1 contract
Samples: Underwriting Agreement (Nouveau Monde Graphite Inc.)
Deliveries on Filing and Related Matters. (1a) The Corporation Company shall deliver to each of the Underwriters:
(ai) prior to at the time of each filing thereofClosing Time, 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 by the Company as required by applicable Canadian Securities LawsLaws in the Qualifying Jurisdictions;
(bii) a copy of at 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 thereofClosing Time, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation Company under applicable Canadian Securities Laws of the Qualifying Jurisdictions in connection with the Offering, including any document incorporated by reference in filing of the Final Prospectus (other than documents already filed publicly with a Securities Commission)Prospectus;
(diii) concurrently with the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, 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)Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation Underwriters and the board of directors of the Corporation, Company from each of the Company’s Auditors and the auditors of Abacus U.S. with respect to the verification of financial and accounting information and other numerical data of a financial nature contained applicable Financial Information incorporated by reference in the Final Prospectus (including all Documents Incorporated Prospectus, which letter shall be based on a review by Reference) and matters involving changes or developments since the respective dates as Company’s Auditors within a cut-off date of which specific financial information is given therein not more than two Business Days prior to the date of the letters, which letter shall be in addition to the auditors’ reports incorporated by reference in the Final Prospectus and the consent letter and comfort letter (if any) of the Company’s Auditors addressed to the Canadian Securities CommissionsRegulators;
(iv) as soon as practicable after the Preliminary Prospectus, the Final Prospectus and any Supplementary Material are filed with the Canadian Securities Regulators, if requested by the Underwriters, the Preliminary U.S. Private Placement Memorandum, the U.S. Private Placement Memorandum and any amendments thereto, as applicable; and
(ev) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy copies of the TSX conditional approval letter indicating correspondence evidencing that the application for the listing and posting for trading on the TSX CSE of the Offered Unit Shares, Warrant Shares and Broker Warrant Shares has been approved, subject only to satisfaction by the Corporation Company of the customary post-closing conditions as specified imposed by the TSX. Unless otherwise advised in writing, such deliveries CSE (the “Standard Listing Conditions”).
(b) The Company shall also constitute prepare and deliver promptly to the Corporation’s consent Underwriters signed copies of all Supplementary Material. Concurrently with the delivery of any Supplementary Material or the incorporation by reference in the Offering Documents of any Subsequent Disclosure Document, the Company shall cause to be delivered to the Underwriters’ use of the Offering Documents , with respect to such Supplementary Material or Subsequent Disclosure Document, a comfort letter or letters, as applicable, substantially similar to that referred to in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Lawssubsection 3(a)(iii) hereof.
(2c) The Corporation represents Delivery of the Preliminary Prospectus, the Final Prospectus and warrants any Supplementary Material by the Company shall constitute the representation and warranty of the Company to the Underwriters with respect to the Offering Documents that that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to one or more of the Underwriters and furnished provided in writing by them specifically any Underwriter for use inclusion in a the Preliminary Prospectus, the Final Prospectus or any Supplementary Material) contained and/or incorporated by reference in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Company and the Offered Shares, Units as required by applicable Canadian Securities LawsLaws in the Qualifying Jurisdictions;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom (except facts or information relating to one or more of the Underwriters and not provided in writing by the Underwriters for inclusion in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material) which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to one or more of the Underwriters and furnished provided in writing by them specifically any Underwriter for use inclusion in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandumor any Supplementary Material, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining comply in all material respects with the Preliminary Receipt or requirements of applicable Canadian Securities Laws in the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day)Qualifying Jurisdictions. Such deliveries shall also constitute the Company’s consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for any Supplementary Material in connection with the distribution of the Offered Shares Units in the Qualifying Jurisdictions in compliance with this Agreement, unless otherwise advised in writing.
(d) The Company shall:
(i) cause commercial copies of the provisions of this Agreement Preliminary Prospectus to be delivered to the Underwriters without charge, in such numbers and at such locations in the Qualifying Jurisdictions as the Underwriters may reasonably request by written instructions to the Company’s financial printer given forthwith after the Underwriters have been advised that the Company has complied with the Canadian Securities Laws in the Qualifying Jurisdictions with respect to the filing of the Preliminary Prospectus. Such delivery shall be effected as soon as possible and, in any event, on or before a date which is two Business Days after the Principal Regulator has issued a receipt, on its own behalf and on behalf of the offer Canadian Securities Regulators, for the Preliminary Prospectus;
(ii) cause commercial copies of the Final Prospectus and sale any Supplementary Material to be delivered to the Underwriters without charge, in such numbers and at such locations in the Qualifying Jurisdictions as the Underwriters may reasonably request by written instructions to the Company’s financial printer given forthwith after the Underwriters have been advised that the Company has complied with the Canadian Securities Laws in the Qualifying Jurisdictions with respect to the filing of the Final Prospectus. Such delivery shall be effected as soon as possible and, in any event, on or before a date which is on or before a date which is two Business Days after the Principal Regulator has issued a receipt, on its own behalf and on behalf of the Canadian Securities Regulators, for the Final Prospectus or Supplementary Material, as applicable;
(iii) cause to be delivered to the Underwriters, as soon as practicable after preparation thereof, without charge, in such numbers and at such locations as the Underwriters may reasonably request, commercial copies of the Preliminary U.S. Private Placement Memorandum, the U.S. Private Placement Memorandum and any amendments thereto; and
(iv) cause to be provided to the Underwriters, without charge, such number of copies of any Documents Incorporated by Reference in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material as the Underwriters may reasonably request for use in connection with the distribution of the Offered Shares toUnits.
(e) During the period commencing on the date hereof and until the completion of the distribution of the Offered Units, the Company will promptly provide to Eight Capital (on behalf of the Underwriters) drafts of any press releases of the Company and the Company for review and approval by Eight Capital (on behalf of the Underwriters), such approval not to be unreasonably withheld or for delayed, prior to issuance. Further, during the account or benefit ofperiod commencing on the date hereof and until the completion of the distribution of the Offered Units, persons any press releases announcing the Offering and naming the Underwriters shall include:
(i) a legend substantially in the following form: “NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.”; and
(ii) the following statement: “The securities referred to in this news release have not been, nor will they be, registered under the United States in compliance Securities Act of 1933, as amended, and may not be offered or sold within the United States absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities.”
(f) Prior to the filing of the Final Prospectus with the provisions of this Agreement (includingCanadian Securities Regulators, without limitationthe Company shall file or cause to be filed with the CSE all necessary documents and shall take or cause to be taken all necessary steps to ensure that the Company has obtained all necessary approvals for the Unit Shares, Schedule “C” hereto) Warrant Shares and U.S.Broker Warrant Shares to be approved for listing on the CSE, subject only to the Standard Listing Conditions.
Appears in 1 contract
Samples: Underwriting Agreement
Deliveries on Filing and Related Matters. (1a) The Corporation Company shall deliver deliver, or cause to be delivered, to each of the Underwriters:
(ai) prior to the time filing of each filing thereofthe Preliminary Prospectus and the Final Prospectus with the Canadian Securities Regulators, 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 Company as required by applicable 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;
(cii) prior to the time filing of filing thereofany Supplementary Material with the Canadian Securities Regulators, a copy of any such Supplementary Material, or other document Material required to be filed with or delivered to, the Securities Commissions by the Corporation under Company in compliance with applicable 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)Laws;
(diii) concurrently with the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a “long-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)Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation Underwriters and the board of directors of the Corporation, Company from the Company’s Auditors with respect to the verification of financial and accounting information and other numerical data of a financial nature relating to the Company contained in the Final Prospectus (including all Documents Incorporated Prospectus, which letter shall be based on a review by Reference) and matters involving changes or developments since the respective dates as Company’s Auditors within a cut-off date of which specific financial information is given therein 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 (if any) addressed to the Canadian Securities CommissionsRegulators;
(iv) concurrently with the filing of the Final Prospectus with the Canadian Securities Regulators, an opinion, dated the date of the Final Prospectus and subject to customary qualifications, of Blake, Xxxxxxx & Xxxxxxx LLP that, subject to the qualifications contained in the Final Prospectus under the heading “Eligibility for Investment”, the Underlying Securities are “qualified investments” by for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans, registered disability savings plans, deferred profit sharing plans and tax-free savings accounts within the meaning of the Income Tax Act (Canada); and
(ev) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy copies of correspondence from the TSX conditional approval letter and the NYSE Amex indicating that the application for the listing and posting for trading on the TSX and the NYSE Amex of the Offered Special Warrant Shares, FT Special Warrant Shares has and Penalty Shares (as applicable) have been approved, approved for listing subject only to satisfaction by the Corporation Company of the customary certain standard post-closing conditions as specified imposed by the TSX. Unless otherwise advised in writing, such deliveries shall also constitute TSX and 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 with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters NYSE Amex as set out in Section 4(1) above:
its conditional approval letters dated November 22, 2010 and December 8, 2010, respectively (a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws;“Standard Listing Conditions”).
(b) no material fact or information in such documents (including information The Company shall also prepare and statements incorporated by reference) (except information and statements relating solely deliver promptly to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light signed copies of the circumstances under which they were made;all Supplementary Material.
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation Company shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, any Supplementary Material to be delivered to the Underwriters without charge, in such quantities numbers and in such cities locations as the Underwriters may reasonably request by written instructions to the Company’s financial printer of such documents the Preliminary Prospectus and the Final Prospectus. Such delivery shall be effected as soon as possible and, in any event, on or before the date which is one Business Day for deliveries to be made in Toronto and two Business Days for deliveries to be made outside of Toronto after obtaining the Ontario Securities Commission, as principal regulator, has issued a receipt in accordance with NP 11-202 in respect of the Preliminary Receipt or Prospectus and the Final ReceiptProspectus, and on or before a date which is two Business Days after the Canadian Securities Regulators issue receipts, in respect of or accept for filing, as the case may be, but, in any event on or before noon Supplementary Material.
(Toronto timed) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation The Company will deliver to the Underwriters’ use , without charge, contemporaneously with, or prior to the filing of, the Final Prospectus, unless otherwise indicated:
(i) a copy of any document filed with, or delivered to, the Canadian Securities Regulators by the Company under applicable Canadian Securities Laws with the Final Prospectus;
(ii) a certificate dated the date of the Final Prospectus, addressed to the Underwriters and signed by the Chief Executive Officer and Chief Financial Officer of the Company, certifying for and on behalf of the Company, and not in their personal capacities, after having made due inquiries, with respect to the following matters:
(A) the Company having materially complied with all of the covenants and satisfied all of the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the date of the Final Prospectus;
(B) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Company or prohibiting the issue of the Offered Securities or the Underlying Securities or any of the Company’s issued securities having been issued and no proceeding for such purpose being pending or, to the knowledge of such officers, threatened;
(C) the representations and warranties of the Company contained in this Agreement and in any certificates of the Company delivered pursuant to or in connection with this Agreement being true and correct in all material respects as at the date of the Final Prospectus (other than those that speak to a specific time, in which case they shall have been true and correct in all material respects at such time), with the same force and effect as if made on and as at the date of the Final Prospectus, after giving effect to the transactions contemplated by this Agreement;
(D) since the Closing Time, there having been no material adverse change, financial or otherwise, in the assets, liabilities (contingent or otherwise), capital, business or results of operations of the Company and the Material Subsidiaries on a consolidated basis; and
(E) the properties and projects described in the favourable reports and opinions listed in section 6(b) comprise all of the properties and projects described in the Final Prospectus and such reports and opinions, to the knowledge of the Chief Executive Officer and Chief Financial Officer, continues to be correct and complete in all material respects; and
(e) On the closing date of the distribution of the Underlying Securities, the Underwriters shall have received an opinion, subject to customary qualifications, of Blake, Xxxxxxx & Xxxxxxx LLP or from local counsel in the Qualifying Jurisdictions other than British Columbia, Alberta or Ontario (it being understood that such counsel may rely to the extent appropriate in the circumstances, (i) as to matters of fact, on certificates of the Company executed on its behalf by a senior officer of the Company and on certificates of Computershare Investor Services Inc., the transfer agent and registrar for the Company, as to the issued capital of the Company; and (ii) as to matters of fact not independently established, on certificates of the Company’s Auditors or a public official) with respect to the following matters:
(i) the attributes of the Special Warrants and the FT Special Warrants and the Underlying Securities, including for the purposes of the Income Tax Act (Canada), conform in all material respects with the description thereof contained in the Final Prospectus and confirming its opinions concerning tax matters contained under the heading “Eligibility For Investment” and under the heading “Certain Canadian Federal Income Tax Consequences” in the Final Prospectus;
(ii) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under Canadian Securities Laws in order to qualify the Underlying Securities for distribution and sale to the public in each of the Qualifying Jurisdictions by or through investment dealers and brokers duly registered under the applicable laws of such provinces who have complied with the relevant provisions of Canadian Securities Laws; and
(iii) the Company has the necessary corporate power and authority to execute and deliver the Preliminary Prospectus and the Final Prospectus and all necessary corporate action has been taken by the Company to authorize the execution and delivery by it of the Preliminary Prospectus, Prospectus and the Final Prospectus and the U.S. Private Placement Memorandum for filing thereof, as the distribution case may be, in each of the Offered Shares in the Qualifying Jurisdictions in compliance accordance with the provisions applicable Canadian Securities Laws.
(f) The Company shall deliver opinions, comfort letters and other documents substantially similar to those referred to in this section of this Agreement to the Underwriters and Canadian Securities Laws and the offer and sale of the Offered Shares toUnderwriters’ legal counsel, as applicable, with respect to any Supplementary Material, contemporaneously with, or for prior to the account or benefit filing of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.any Supplementary Material.
Appears in 1 contract
Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to each the Lead Underwriter, on behalf 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 one or more of the Securities CommissionCommissions);; and
(dc) subject to Section 10(6), concurrently with the filing of the Final Prospectus with the Securities Commissions, a draft “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 CorporationXxxxxxx Xxxxxxx LLP, with respect to the verification of certain financial and accounting information and other numerical data of a financial nature contained relating to the Corporation in the Final Prospectus (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 report incorporated by reference in 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 TSXProspectus. 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 Securities in compliance with this Agreement and Securities Laws.
(2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovedelivery:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documentsreference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered SharesSecurities, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material Offering Documents comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or filing of the Final Receipt, as Prospectus with the case may beSecurities Commissions, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside after the filing of Toronto, on the second Business Day)Prospectus. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares Securities in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the use of the U.S. Placement Memorandum for the offer and sale of the Offered Shares to, or for the account or benefit of, persons Securities in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.
Appears in 1 contract
Samples: Underwriting Agreement
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);; and
(dc) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long-form” comfort letter of PricewaterhouseCoopers Deloitte 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 Underwriters and the board of directors and officers of the Corporation, with respect to the verification of certain financial and accounting information and other numerical data of a financial nature contained relating to the Corporation in the Final Prospectus (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 report incorporated by reference in 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 TSXProspectus. 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 with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovedelivery:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documentsreference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material Offering Documents comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or filing of the Final Receipt, as Prospectus with the case may beSecurities Commissions, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside after the filing of Toronto, on the second Business Day)Prospectus. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the offer and sale Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Shares toShares.
(4) Subject to compliance with Canadian Securities Laws, 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 Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or for delayed. If required by Securities Laws, any press release announcing or otherwise referring to the account or benefit of, persons Offering disseminated in the United States in compliance shall comply with the provisions requirements of this Agreement (includingRule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, without limitation, Schedule “C” hereto) and U.S.or dissemination in the United States”.
Appears in 1 contract
Samples: Underwriting Agreement (Merus Labs International Inc.)
Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to each of the Underwriters:
(a) prior to at the time First Time of each filing thereofClosing, a copy copies of the Canadian Preliminary Prospectus and the Canadian Final Prospectus in the English language and copies of the Canadian Preliminary Prospectus and the Canadian Final Prospectus in the French Language, 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 at the First Time 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 thereofClosing, a copy of any Supplementary Material, Canadian Prospectus Amendment or other document required to be filed with or delivered to, to the Canadian Securities Commissions Regulators prior to the First Time of Closing by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Canadian Final Prospectus (other than documents already filed publicly with a the Canadian Securities CommissionRegulators);
(c) at the First Time of Closing, copies of any Issuer Free Writing Prospectus, the Initial Registration Statement, the Amendment No. 1 to the Registration Statement, Amendment No. 2 to the Registration Statement and any U.S. Registration Statement Amendment filed prior to the First Time of Closing 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;
(d) concurrently with the filing of the French language version of the Canadian Preliminary Prospectus and the Canadian Final Prospectus with the Canadian Securities Commissions, opinions of Osler, Xxxxxx & Harcourt LLP, dated the respective date of the Canadian Preliminary Prospectus and the date of the Canadian Final Prospectus, in form and substance satisfactory to the Underwriters, addressed to the Underwriters, the Corporation, their respective counsel, and the directors and officers of the Corporation, to the effect that the French language version of each of the Canadian Preliminary Prospectus and the Canadian Final Prospectus, including all Documents Incorporated by Reference, except for the Financial Statements and certain other financial information, including management’s discussion and analysis (collectively, the “Financial Information”), as to which no opinion need be expressed by such counsel, is, in all material respects, a complete and accurate translation of the English language version thereof;
(e) concurrently with the filing of the French language version of the Canadian Preliminary Prospectus and the Canadian Final Prospectus with the Canadian Securities Commissions, opinions of KPMG LLP dated the date of the Canadian Preliminary Prospectus and the date of the Canadian Final Prospectus, in form and substance satisfactory to the Underwriters, addressed to the Underwriters, the Corporation, their respective counsel, and the directors and officers of the Corporation, to the effect that the French language version of the Financial Information contained or incorporated by reference in the Canadian Preliminary Prospectus and the Canadian Final Prospectus conforms, in all material respects, to the English language version thereof;
(f) concurrently with the execution and delivery of this Agreement by the parties hereto, concurrently with the filing of the Canadian Final Prospectus with the Canadian Securities Commissions and at the Applicable Time, the Underwriters shall have received from KPMG LLP, a “long-form” comfort letter of PricewaterhouseCoopers LLP KPMG LLP, dated the date of the Final Prospectus such date, (with the requisite procedures to be completed by such auditor within two (2) Business Days business days of the date of such letter), ) in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation Underwriters and the board of directors and officers of the Corporation, with respect to the verification of certain financial and accounting information relating to the Corporation in (or to be in) the Canadian Final Prospectus, the Registration Statement and other numerical data of a financial nature contained in the U.S. 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 Prospectus, 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 with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) above:
(a) all information and statements in such documents (including information and statements report incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Canadian Final Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.
Appears in 1 contract
Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to each of the UnderwritersUnderwriters prior to or concurrently with the filing of the Preliminary Prospectus with the Securities Commissions:
(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 Supplementary Material or Document Incorporated by Reference in the Preliminary Prospectus (other than documents already filed publicly with a Securities Commission);
(c) an opinion from BCF LLP, dated the date of the Preliminary Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation and the directors of the Corporation, to the effect that the French language version of the Preliminary Prospectus, including the Documents Incorporated by Reference (except for the Financial Material and the Permanent Exemption Material), is, in all material respects, a complete and accurate translation of the English language version thereof; and
(d) an opinion from Deloitte LLP, dated the date of the Preliminary Prospectus, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriters, the Corporation and the directors of the Corporation, to the effect that the French language version of the Financial Material contained in the Preliminary Prospectus is, in all material respects, a complete and accurate translation of the English language version thereof. 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 shall deliver to each of the Underwriters prior to or concurrently with the filing of the Final Prospectus with the Securities Commissions:
(a) a copy of the Final Prospectus 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 any other document incorporated required to be filed with or delivered to, the Securities Commissions by reference the Corporation under Canadian Securities Laws in connection with the Offering, including any Supplementary Material or Document Incorporated by Reference in the Final Prospectus (other than documents already filed publicly with a Securities Commission);
(dc) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long-form” comfort letter of PricewaterhouseCoopers Deloitte 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 Underwriters and the board of directors and officers 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 therein, which letter shall be in addition to the auditors’ consent letter and comfort letter (if any) addressed to the Canadian Securities Commissions; andRegulators;
(d) an opinion from BCF LLP, dated the date of the Final Prospectus, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter, the Corporation and the directors of the Corporation, to the effect that the French language version of the Final Prospectus, including all Documents Incorporated by Reference (except for the Financial Material and the Permanent Exemption Material), is, in all material respects, a complete and accurate translation of the English language version thereof;
(e) prior to an opinion from Deloitte LLP, dated the filing date of the Final Prospectus with Prospectus, in form and substance satisfactory to the Securities CommissionsUnderwriter, acting reasonably, addressed to the Underwriter, the Corporation and the directors of the Corporation, to the effect that the French language version of the Financial Material contained in the Final Prospectus, is, in all material respects, a complete and accurate translation of the English language version thereof;
(f) 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 conditions that may be satisfied post-closing conditions as specified by the TSX. ; and
(g) a copy of the NYSE supplemental listing application executed by the Corporation; 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.
(23) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section sections 4(1) and 4(2) above:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them in writing specifically for use therein) are true and correct, in a all material respects, and contain no misrepresentation and constitute (together, in the case of any Supplementary Material, with the Preliminary Prospectus or the Final Prospectus, as applicable) has been omitted therefrom which is full, true and plain disclosure of all material facts relating to the Corporation and the Offered Shares as required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;by Canadian Securities Laws; and
(cb) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectustherein, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws.
(34) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement MemorandumMemoranda, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the receipt of the Preliminary Receipt or and the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations points outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, Prospectus and the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and of the U.S. Memoranda for the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States to U.S. Purchasers in compliance with the provisions of this Agreement (includingand U.S. Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without limitationcost, Schedule such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Shares.
(5) Each of the Corporation and the Underwriters hereby approves the template version of the term sheet for the Offering dated January 9, 2014 agreed to between the parties (the “C” heretoMarketing Materials”). The Marketing Materials will be incorporated by reference into the Prospectus, and the Corporation has filed the Marketing Materials with each of the Securities Commissions.
(6) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and U.S.until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Underwriters drafts of any press releases of the Corporation for review by the Underwriters prior to issuance and shall obtain the prior approval of the Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States will comply with Rule 135e under the U.S. Securities Act and shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”. The Corporation agrees that it will issue a separate U.S. version of any press release in respect of the Offering for distribution in the United States that complies with Rule 135c under the U.S. Securities Act, and shall furnish such separate U.S. version of the press release to the SEC on the appropriate Form 6-K.
Appears in 1 contract
Deliveries on Filing and Related Matters. (1a) The Corporation Company shall deliver to each of the UnderwritersAgents:
(ai) prior to at the time of each filing thereofClosing Time, 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 by the Company as required by Canadian applicable Securities Laws;
(bii) a copy of at 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 thereofClosing Time, a copy of any Supplementary Material, or other document Material required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Company in compliance with applicable 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)Laws;
(diii) concurrently with the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, 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)Prospectus, in form and substance satisfactory to the UnderwritersAgents, acting reasonably, addressed to the Underwriters, the Corporation Agents and the board of directors of the Corporation, Company from the Company’s Auditors 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 Prospectus, which letter shall be based on a review by Reference) the Company’s Auditors within a cut-off date of not more than two Business Days prior to the date of the letter 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 Canadian Securities CommissionsRegulators;
(iv) as soon as practicable after the Preliminary Prospectus, the Final Prospectus and any Supplementary Material are prepared, and upon request of the Lead Agent, the private placement memorandum 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 Shares in the United States (the “U.S. Private Placement Memorandum”) and, forthwith after preparation, any amendment to the U.S. Private Placement Memorandum; and
(ev) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy copies of the TSX conditional approval letter correspondence indicating that the application for the listing and posting for trading on the TSX of the Offered Shares and Compensation Shares has been approved, subject only to satisfaction by the Corporation Company of the customary post-closing conditions as specified imposed by the TSX. Unless otherwise advised in writing, such deliveries shall also constitute TSX (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“TSX Listing Conditions”).
(2b) The Corporation represents Company shall also prepare and warrants deliver promptly to the Underwriters Agents signed copies of all Supplementary Material. Concurrently with the delivery of any Supplementary Material or the incorporated by reference in the Final Prospectus of any Subsequent Disclosure Document, the Company shall deliver to the Agents, with respect to such Supplementary Material or Subsequent Disclosure Document, to the Offering Documents extent that such Supplementary Material contains any financial and accounting information, a comfort letter substantially similar to that referred to in subsection 5(a)(iii).
(c) Delivery of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material by the Company shall constitute the representation and warranty of the Company to the Agents that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters Agents and furnished provided by them specifically for use the Agents) contained and incorporated by reference in a the Preliminary Prospectus) , the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Company and the Offered Shares, Shares as required by Canadian applicable Securities LawsLaws in the Qualifying Provinces;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters Agents and furnished provided by them specifically for use in a Prospectusthe Agents) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;
(ciii) except with respect to any information and statements relating solely to the Underwriters Agents and furnished provided by them specifically for use in a Prospectusthe Agents, the Prospectus and any Supplementary Material such documents comply fully with the requirements of the Canadian applicable Securities Laws.; and
(3iv) The Corporation shall cause commercial copies except as set forth or contemplated in the Prospectus or any Supplementary Material or as has otherwise been publicly disclosed, there has been no adverse material change (actual, anticipated, contemplated, proposed, threatened, whether financial or otherwise) in the assets, liabilities (contingent or otherwise), business, affairs, operations, prospects, capital or control of the Preliminary Prospectus, Company on a consolidated basis since the Final Prospectus and end of the U.S. Private Placement Memorandum, as period covered by the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day)Financial Statements. Such deliveries shall also constitute the Company’s consent of the Corporation to the UnderwritersAgents’ use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material in connection with the distribution of the Shares in the Qualifying Provinces in compliance with this Agreement unless otherwise advised in writing.
(d) The Company confirms that it has previously delivered to the Agents copies of the Preliminary Prospectus signed as required by Securities Laws in the Qualifying Provinces and such number of commercial copies of the Preliminary Prospectus as the Agents requested. The Company shall:
(i) cause commercial copies of the Final Prospectus and any Supplementary Material to be delivered to the Agents without charge, in such numbers and at such locations in the Qualifying Provinces as the Agents may reasonably request, forthwith after the Agents have been advised that the Company has complied with the Securities Laws in the Qualifying Provinces with respect to the filing of the Final Prospectus and a Passport Decision Document has been issued pursuant to the Passport System. Such delivery shall be effected as soon as possible and, in any event, on or before a date which is two Business Days after compliance with applicable Securities Laws in the Qualifying Provinces with respect to the filing of the Final Prospectus, and on or before a date which is two Business Days after the Canadian Securities Regulators issue decision documents for, or accept for filing, as the case may be, any Supplementary Material;
(ii) cause to be delivered to the Agents, as soon as practicable after preparation thereof, without charge, in such numbers and at such locations as the Agents may reasonably request, commercial copies of the U.S. Private Placement Memorandum and any amendments thereto; and
(iii) cause to be provided to the Agents, without charge, such number of copies of any Documents Incorporated by Reference in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material as the Agents may reasonably request for use in connection with the distribution of the Offered Shares in Shares.
(e) During the Qualifying Jurisdictions in compliance period commencing on the date hereof and until completion of the distribution of the Shares, the Company will promptly provide to the Agents drafts of any press releases of the Company for review by the Agents and the Agents’ counsel prior to issuance.
(f) Prior to the filing of the Final Prospectus with the provisions of this Agreement and Canadian Securities Laws Regulators, the Company shall file or cause to be filed with the TSX and the offer NASDAQ, all necessary documents (if any) and sale of shall take or cause to be taken all necessary steps to ensure that the Offered Shares to, or Company has obtained all necessary approvals for the account or benefit ofShares and Compensation Shares to be conditionally listed on the TSX and the NASDAQ, persons in subject only to the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.TSX Listing Conditions.
Appears in 1 contract
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the UnderwritersAgent:
(ai) prior to at the time of each filing thereofClosing Time, 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 English language signed and certified by the Corporation as required by Canadian the 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
(eii) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy “long form” comfort letter dated the date of the TSX conditional approval Final Prospectus, in form and substance satisfactory to the Agent, acting reasonably, addressed to the Agent, its legal counsel, 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 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 letter or comfort letter addressed to the Canadian Securities Regulators;
(iii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a legal opinion of AFG Law LLP dated as of the date of the Final Prospectus with respect to the tax commentary included in the section of the Prospectus entitled "Eligibility for Investment" addressed to the Agent and its legal counsel, in form and content acceptable to the Agent, acting reasonably; and
(iv) 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 CSE of the Offered Shares has and Compensation Option Shares have been approved, approved subject only to satisfaction by the Corporation of the customary post-closing conditions as specified imposed by the TSX. Unless otherwise advised in writing, such deliveries CSE (the “Standard Listing Conditions”).
(b) The Corporation shall also constitute the Corporation’s consent prepare and deliver promptly to the Underwriters’ use Agent signed copies of all Supplementary Material required to be filed by the Offering Documents in connection with the distribution of the Offered Shares Corporation in compliance with this Agreement and the Securities Laws.
(2c) The Delivery of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that Agent that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, as required by Canadian Securities Laws;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished by them specifically for use in a ProspectusAgent) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for the Agent in writing, such documents comply in all material respects with the requirements of the Securities Laws. Such deliveries shall also constitute the Corporation’s consent to the Agent’s use in a of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material comply fully in connection with the requirements distribution of the Canadian Securities LawsOffered Shares in the Qualifying Jurisdictions.
(3d) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to any Supplementary Material be delivered to the Underwriters Agent without charge, in such quantities numbers and in such cities as the Underwriters Agent may reasonably request by written instructions to the Corporation’s financial printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material given forthwith after the U.S. Private Placement Memorandum for Agent has been advised that the distribution of Corporation has complied with the Offered Shares Securities Laws in the Qualifying Jurisdictions Jurisdictions. Such delivery shall be effected as soon as possible and, in compliance with any event, on or before a date which is two Business Days after the provisions of this Agreement and Canadian Securities Laws Regulators have issued a receipt for the Preliminary Prospectus and the offer Final Prospectus, and sale of on or before a date which is two Business Days after the Offered Shares toCanadian Securities Regulators issue receipts for or accept for filing, or for as the account or benefit ofcase may be, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.any Supplementary Material.
Appears in 1 contract
Samples: Agency Agreement
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);; and
(dc) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long-long- form” comfort letter of PricewaterhouseCoopers Deloitte 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 Underwriters and the board of directors and officers of the Corporation, with respect to the verification of certain financial and accounting information and other numerical data of a financial nature contained relating to the Corporation in the Final Prospectus (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 report incorporated by reference in 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 TSXProspectus. 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 with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovedelivery:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documentsreference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material Offering Documents comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or filing of the Final Receipt, as Prospectus with the case may beSecurities Commissions, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside after the filing of Toronto, on the second Business Day)Prospectus. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the offer and sale Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Shares toShares.
(4) Subject to compliance with Canadian Securities Laws, 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 Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or for delayed. If required by Securities Laws, any press release announcing or otherwise referring to the account or benefit of, persons Offering disseminated in the United States in compliance shall comply with the provisions requirements of this Agreement (includingRule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, without limitation, Schedule “C” hereto) and U.S.or dissemination in the United States”.
Appears in 1 contract
Samples: Underwriting Agreement (Merus Labs International Inc.)
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the UnderwritersAgent:
(ai) prior to at the time of each filing thereofClosing Time, 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 English language signed and certified by the Corporation as required by Canadian the 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
(eii) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy “long form” comfort letter dated the date of the TSX conditional approval Final 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 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 letter or comfort letter addressed to the Canadian Securities Regulators;
(iii) the Agent shall have received an opinion dated the Closing Date from the Corporation’s local counsel in Tanzania with respect to the disclosure in the Prospectus relating to Tanzania laws addressed to the Agent and its legal counsel, in form and content acceptable to the Agent, acting reasonably;
(iv) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a legal opinion of Xxxxxxxxxxxxxx LLP dated as of the date of the Final Prospectus with respect to the tax commentary included in the section of the Prospectus entitled "Eligibility for Investment" addressed to the Agent and its legal counsel, in form and content acceptable to the Agent, acting reasonably; and
(v) 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 CSE of the Offered Unit Shares, Warrant Shares has and Compensation Option Shares have been approved, approved for listing subject only to satisfaction by the Corporation of the customary post-closing conditions as specified imposed by the TSX. Unless otherwise advised in writing, such deliveries CSE (the “Standard Listing Conditions”).
(b) The Corporation shall also constitute the Corporation’s consent prepare and deliver promptly to the Underwriters’ use Agent signed copies of all Supplementary Material required to be filed by the Offering Documents in connection with the distribution of the Offered Shares Corporation in compliance with this Agreement and the Securities Laws.
(2c) The Delivery of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that Agent that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, as required by Canadian Securities LawsUnits;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished by them specifically for use in a ProspectusAgent) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting, the Prospectus and any Supplementary Material such documents comply fully in all material respects with the requirements of the Canadian Securities Laws.
(3d) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to any Supplementary Material be delivered to the Underwriters Agent without charge, in such quantities numbers and in such cities as the Underwriters Agent may reasonably request by written instructions to the Corporation’s financial printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material given forthwith after the U.S. Private Placement Memorandum for Agent has been advised that the distribution of Corporation has complied with the Offered Shares Securities Laws in the Qualifying Jurisdictions Jurisdictions. Such delivery shall be effected as soon as possible and, in compliance with any event, on or before a date which is two Business Days after the provisions of this Agreement and Canadian Securities Laws Regulators have issued a receipt for the Preliminary Prospectus and the offer Final Prospectus, and sale of on or before a date which is two Business Days after the Offered Shares toCanadian Securities Regulators issue receipts for or accept for filing, or for as the account or benefit ofcase may be, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.any Supplementary Material.
Appears in 1 contract
Samples: Agency Agreement
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver In connection with the Preliminary Prospectus (and prior to each of or concurrently with the Underwritersfiling thereof, as applicable), the Corporation:
(ai) prior prepared and filed the Preliminary Prospectus pursuant to the time of each filing thereofPassport System and National Instrument 44-101, and took all other steps and proceedings that may be necessary in connection therewith and received the Preliminary Receipt;
(ii) delivered or caused to be delivered to the Agents a copy of the Preliminary Prospectus and the Final Prospectus each manually signed and certified on behalf of the Corporation, by the persons and in the form as required by Securities Laws; and
(iii) delivered or caused to be delivered to the Agents a copy of any Supplementary Material.
(b) In connection with the Final Prospectus (and prior to or concurrently with the filing thereof, as applicable), the Corporation:
(i) has satisfied all comments of the Canadian Securities Regulators with respect to the Preliminary Prospectus, has prepared and will file, concurrently with the execution of this Agreement, the Final Prospectus pursuant to the Passport System and National Instrument 44-101, will obtain the Final Receipt for the Final Prospectus prior to 5:00 p.m. (Toronto time) on the date hereof (or such later date or time as reasonably agreed to by the Corporation and the Lead Agents) and will take all other steps and proceedings that may be necessary in order to qualify the Offered Securities, the Over-Allotment Securities, the Compensation Securities and the Advisory Fee Securities for distribution pursuant to the Final Prospectus in each of the Qualifying Jurisdictions prior to 5:00 p.m. (Toronto time) on the date hereof (or such later date or time as reasonably agreed to by the Corporation and the Lead Agents);
(ii) will deliver or cause to be delivered to the Agents a copy of the Final Prospectus manually signed and certified on behalf of the Corporation, by the persons and in the form as required by Canadian Securities Laws;
(biii) a copy of the preliminary U.S. Private Placement Memorandum will deliver or the final U.S. Private Placement Memorandum, if and as applicable;
(c) prior cause to be delivered to the time of filing thereof, Agents 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 Material (other than documents any document already filed publicly with a Canadian Securities CommissionRegulator);
(div) concurrently with will cause the filing of the Final Prospectus with the Securities Commissions, Corporation’s Auditors to deliver a “long-form” comfort letter of PricewaterhouseCoopers LLP letter, 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)Prospectus, in form and substance satisfactory to the UnderwritersAgents, acting reasonably, addressed to the Underwriters, the Corporation Agents 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) Prospectus, and matters involving changes or developments since the respective dates as of which specific specified financial information is given therein therein, 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 and which letter shall be in addition to the auditorsCorporation’s Auditors’ consent letter letter;
(v) will deliver to the Agents and comfort letter (their counsel, copies of all correspondence, 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 CSE of the Offered Unit Shares, the Advisory Fee Shares, the Compensation Shares, the Advisory Fee Warrant Shares and the Compensation Warrant Shares, has been conditionally approved, subject only to satisfaction by the Corporation of the customary post-closing conditions Standard Listing Conditions; and
(vi) will deliver to the Agents, without charge, as specified soon as practicable but in any event by the TSX. Unless otherwise advised in writing, such deliveries shall also constitute next Business Day after the Corporation’s consent Final Receipt is obtained (and will thereafter deliver from time 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 with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) above:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Sharestime), as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause many commercial copies of the Preliminary Prospectus, Final Prospectus (and any Supplementary Material) as the Agents may reasonably request for the purposes contemplated hereunder and contemplated by applicable Securities Laws and each such delivery of the Final Prospectus (and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto timeSupplementary Material) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of such documents by the Preliminary Prospectus, the Final Prospectus Agents and the U.S. Private Placement Memorandum for each Selling Firm in connection with the distribution of the Offered Shares in Securities, the Qualifying Jurisdictions in compliance Over-Allotment Securities, the Compensation Securities and the Advisory Fee Securities, subject to the Agents and each Selling Firm complying with the provisions of this Agreement and Canadian applicable Securities Laws and the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement Agreement.
(includingc) Prior to or concurrently with the filing of any Prospectus Amendment to the Final Prospectus with the Canadian Securities Regulators, without limitation, Schedule “C” heretothe Corporation will deliver to the Agents documents similar to those referred to in Sections 6(b)(ii) and U.S.to (b)(vi)
Appears in 1 contract
Samples: Agency Agreement
Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to each the Underwriter prior to or concurrently with the filing of the UnderwritersPreliminary Prospectus with the Securities Commissions:
(a) prior to the time of each filing thereof, a copy of the Preliminary Prospectus manually signed on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws; and
(b) a copy of any 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 Supplementary Material or Documents Incorporated by Reference in the Preliminary Prospectus (other than documents already filed publicly with a Securities Commission). Such deliveries shall also constitute the Corporation’s consent to the Underwriter’s use of the Offering Documents in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Laws.
(1) The Corporation shall deliver to the Underwriter prior to or concurrently with the filing of the Final Prospectus each with the Securities Commissions:
(a) a copy of the Final Prospectus 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 Supplementary Material or Document Incorporated by reference Reference in the Final Prospectus (other than documents already filed publicly with a Securities Commission);
(dc) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long-form” comfort letter of PricewaterhouseCoopers Davidson & Company, 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 UnderwritersUnderwriter, acting reasonably, addressed to the Underwriters, the Corporation Underwriter and the board of directors and officers 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 therein, which letter shall be in addition to the auditors’ consent letter and comfort letter (if any) addressed to the Canadian Securities CommissionsRegulators; and
(ed) 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 conditions that may be satisfied post-closing conditions as specified by the TSX. Unless otherwise advised in writing, such Such deliveries shall also constitute the Corporation’s consent to the Underwriters’ Underwriter’s 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 Underwriter with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters Underwriter as set out in Section sections 4(1) and 4(2) above:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documentsreference) (except information and statements relating solely to the Underwriters Underwriter and furnished by them in writing specifically for use in a Prospectustherein) are true and correct, in all material respects, and contain no misrepresentation and constitute (together, in the case of any Supplementary Material, with the Preliminary Prospectus or the Final Prospectus, as applicable) full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, Shares as required by Canadian Securities Laws;; and
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;
(c) except with respect to information and statements relating solely to the Underwriters Underwriter and furnished by them specifically for use in a Prospectustherein, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws.
(31) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement MemorandumMemoranda, as the case may be, to be delivered to the Underwriters Underwriter without charge, in such quantities and in such cities as the Underwriters Underwriter may reasonably request by written instructions to the printer of such documents request, as soon as possible after obtaining the receipt of the Preliminary Receipt or and the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations points outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ Underwriter’s use of the Preliminary Prospectus, Prospectus and the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and of the U.S. Memoranda for the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States to U.S. Purchasers in compliance with the provisions of this Agreement (includingand U.S. Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriter’s use thereof. The Corporation shall cause to be provided to the Underwriter, without limitationcost, Schedule such number of copies of any Documents Incorporated by Reference as the Underwriter may reasonably request for use in connection with the distribution of the Offered Shares.
(2) Each of the Corporation and the Underwriter hereby approves the template version of the term sheet for the Offering dated November 1, 2018 agreed to between the parties (the “C” heretoMarketing Materials”). The Marketing Materials will be incorporated by reference into the Prospectus, and the Corporation has filed the Marketing Materials with each of the Securities Commissions.
(3) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and U.S.until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Underwriter drafts of any press releases of the Corporation for review by the Underwriter prior to issuance and shall obtain the prior approval of the Underwriter as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States will comply with Rule 135e under the U.S. Securities Act and shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”. The Corporation agrees that it will issue a separate U.S. version of any press release in respect of the Offering for distribution in the United States that complies with Rule 135c under the U.S. Securities Act, and shall furnish such separate U.S. version of the press release to the SEC on the appropriate Form 6-K.
Appears in 1 contract
Samples: Underwriting Agreement (Prophecy Development Corp.)
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 the Corporation’s Auditors 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 information 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’ auditor’s consent letter and comfort letter (if any) addressed to the Securities Commissions; and
(e) prior to concurrently with the filing of the Final Prospectus with the Securities Commissions, a copy “long form” comfort letter of the TSX conditional approval letter indicating that Former Auditors, dated to the application for the listing and posting for trading on the TSX date of the Offered Shares has been approved, subject only Final Prospectus (with the requisite procedures to satisfaction be completed by such auditors no later than two Business Days prior to the date of the Final Prospectus) with respect to the financial and accounting information relating to the Corporation addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, containing statements and information of the customary post-closing conditions as specified by type ordinarily included in “comfort letters” to underwriters in connection with the TSXOffering. 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 Securities in compliance with this Agreement and Securities Laws.
(2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) above:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered SharesSecurities, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully in all material respects with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares Securities in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and Laws; the offer and sale of the Offered Shares to, or for the account or benefit of, persons Securities in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “CB” hereto) and U.S.U.S. Securities Laws; and the offer and sale of the Offered Securities in such other Selling Jurisdictions agreed to between the Corporation and the Lead Underwriter, in compliance with the provisions of this Agreement and Applicable Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Securities.
(4) Each of the Corporation and the Underwriters have approved the Marketing Materials, including any template version thereof which the Corporation has filed with the Securities Commissions and which is and will be incorporated by reference into the Prospectus, as the case may be. The Corporation and the Underwriters each covenant and agree that during the distribution of the Offered Securities, it will not provide any potential investor of Offered Securities with any marketing materials except for marketing materials that comply with, and have been approved in accordance with, NI 44-101. If requested by the Underwriter, in addition to the Marketing Materials, the Corporation will cooperate, acting reasonably, with the Underwriter in approving any other marketing materials to be used in connection with the Offering.
(5) Subject to compliance with Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Securities, the Corporation will promptly provide to the Underwriters drafts of any press releases of the Corporation for review by the Underwriters prior to issuance, and shall obtain the prior approval of the Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include (i) an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States” and (ii) the following (or similar) disclosure: “The Common Shares have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold in the United States (as defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and all applicable state securities laws or in compliance with an applicable exemption from such registration requirements. This news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.”
(6) Notwithstanding any provision hereof, nothing in this Agreement will create any obligation of the Corporation to file a registration statement or otherwise register or qualify the Offered Securities for sale or distribution outside of Canada.
Appears in 1 contract
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the UnderwritersUnderwriters and Goldcorp:
(ai) prior to at the time Time of each filing thereofClosing, 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 English language signed and certified as required by the Canadian Securities LawsLaws in the Qualifying Jurisdictions other than Québec;
(bii) at the Time of Closing, a copy of the preliminary U.S. Private Placement Memorandum or Preliminary Prospectus and the final U.S. Private Placement Memorandum, if Final Prospectus in the French language signed and certified as applicablerequired by the Canadian Securities Laws applicable in Québec;
(ciii) prior to at the time Time of filing thereofClosing, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under the Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in filing of the Prospectus;
(iv) concurrently with the filing of the French language version of the Preliminary Prospectus and the Final Prospectus with the Canadian Securities Commissions, opinions of Xxxxxxxxxx Xxxxxxxx L.L.P., dated the date of the Preliminary Prospectus and the date of the Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation, the Selling Shareholder, their respective counsel and the directors of the Corporation, to the effect that the French language version of each of the Preliminary Prospectus and the Final Prospectus, including all Documents Incorporated by Reference, except for the Financial Statements and certain other financial information, including management’s discussion and analysis (other than documents already filed publicly collectively, the “Financial Information”), as to which no opinion need be expressed by such counsel, is, i
(v) concurrently with the filing of the French language version of the Preliminary Prospectus and the Final Prospectus with the Canadian Securities Commissions, opinions of Deloitte & Touche LLP dated the date of the Preliminary Prospectus and the date of the Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation, the Selling Shareholder, their respective counsel and the directors of the Corporation, to the effect that the French language version of the Financial Information contained in the Preliminary Prospectus and the Final Prospectus is, in all material respects, a Securities Commission)complete and proper translation of the English language version thereof;
(dvi) concurrently with the filing of the Final Prospectus with the Canadian Securities Commissions, a “long-form” comfort letter of PricewaterhouseCoopers LLP Deloitte & Touche LLP, dated the date of the Final Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days business days of the date of such letter), in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation Selling Shareholder and the board of directors of the Corporation, with respect to the verification of certain financial and accounting information and other numerical data of a financial nature contained relating to the Corporation in the Final Prospectus (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 report incorporated by reference in the Final Prospectus and the auditors’ comfort letter (letter, if any) , addressed to the Canadian Securities Commissions; and
(evii) 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 with respect to the Offering Documents that soon as at their respective dates of delivery to the Underwriters as set out in Section 4(1) above:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of possible after the Preliminary Prospectus, the Final Prospectus and any Supplementary Material are prepared, copies of the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S..
Appears in 1 contract
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver deliver, or cause to be delivered, to each of the Underwriters:
(ai) prior to the time filing of each filing thereofthe Preliminary Prospectus and the Final Prospectus with the Canadian Securities Regulators, 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 Corporation as required by Canadian applicable 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;
(cii) prior to the time filing of filing thereofany Supplementary Material with the Canadian Securities Regulators, a copy of any such Supplementary Material, or other document Material required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian in compliance with applicable 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)Laws;
(diii) concurrently with the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a “long-form” ″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)Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation Underwriters and the board of directors of the Corporation from the Corporation, ’s Auditors with respect to the verification of financial and accounting information and other numerical data of a financial nature relating to the Corporation contained in the Final Prospectus (including all Documents Incorporated Prospectus, which letter shall be based on a review by Reference) and matters involving changes or developments since the respective dates as Corporation’s Auditors within a cut-off date of which specific financial information is given therein 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 (if any) addressed to the Canadian Securities CommissionsRegulators; and
(eiv) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy copies of correspondence from the TSX conditional approval letter TSXV indicating that the application for the listing and posting for trading on the TSX TSXV of the Offered Underlying Shares has (including any Penalty Shares) and Broker Warrant Shares have been approved, approved for listing subject only to satisfaction by the Corporation of the customary certain standard post-closing conditions as specified imposed 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 with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters TSXV as set out in Section 4(1) above:
its conditional approval letter dated March 17, 2010 (a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws″Standard Listing Conditions″).
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.
Appears in 1 contract
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the Underwriters:
(ai) prior to at the time of each filing thereofClosing Time, 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 by the Corporation as required by Canadian the Securities Laws;
(bii) a copy of at 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 thereofClosing Time, a copy of any Supplementary Material, or other document Material required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian in compliance with 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)Laws;
(diii) concurrently with the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a “long-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)Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation Underwriters and the board of directors of the Corporation from the Corporation, ’s Auditors with respect to the verification of financial and accounting information and other numerical data of a financial nature relating to the Corporation contained in the Final Prospectus (including all Documents Incorporated Prospectus, which letter shall be based on a review by Reference) and matters involving changes or developments since the respective dates as Corporation’s Auditors within a cut-off date of which specific financial information is given therein 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 (if any) addressed to the Canadian Securities CommissionsRegulators;
(iv) as soon as practicable after the Preliminary Prospectus, the Final Prospectus and any Supplementary Material are prepared, the private placement memorandum 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 Offered Shares in the United States (the “U.S. Private Placement Memorandum”), and, forthwith after preparation, any amendment to the U.S. Private Placement Memorandum; and
(ev) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy copies of the TSX conditional approval letter correspondence indicating that the application for the listing and posting for trading on the TSX of the Offered Shares has been approved, approved for listing subject only to satisfaction by the Corporation of the customary certain standard post-closing conditions as specified imposed by the TSX. Unless otherwise advised in writing, such deliveries shall also constitute TSX (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“Standard Listing Conditions”).
(2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) above:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.
Appears in 1 contract
Deliveries on Filing and Related Matters. (1a) The Corporation Company shall deliver deliver, or cause to be delivered, to each of the UnderwritersAgents:
(ai) prior to the time of each filing thereof, a copy of the Preliminary Prospectus and and, prior to the filing of the Final Prospectus each manually signed on behalf with the Securities Commissions in the Qualifying Provinces and a copy of the Corporation, Final Prospectus signed by the persons and in the form signed and certified Company 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;
(cii) prior to the time filing of filing thereofany Supplementary Material with the Securities Commissions in the Qualifying Provinces, a copy of any such Supplementary Material, or other document Material required to be filed with or delivered to, the Securities Commissions by the Corporation under Company in compliance with 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)Laws;
(diii) concurrently with the filing of the Final Prospectus with the Securities CommissionsCommissions in the Qualifying Provinces, a “long-"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)Prospectus, in form and substance satisfactory to the UnderwritersAgents, acting reasonably, addressed to the Underwriters, Agents from the Corporation and the board of directors of the Corporation, Company's Auditors with respect to the verification of financial and accounting information and other numerical data of a financial nature relating to the Company contained in the Final Prospectus (including and all Documents Incorporated by Reference) and matters involving changes or developments since , which letter shall be based on a review by the respective dates as Company's Auditors within a cut- off date of which specific financial information is given therein 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 (if any) addressed to the Securities CommissionsCommissions in the Qualifying Provinces; and
(eiv) prior to the filing of the Final Prospectus with the Securities CommissionsCommissions in the Qualifying Provinces, a copy copies 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 all filings made by the Corporation of Company with the customary post-closing conditions as specified by the TSX. Unless otherwise advised in writing, such deliveries CSE.
(b) The Company shall also constitute the Corporation’s consent prepare and deliver promptly to the Underwriters’ use Agents signed copies of all Supplementary Material.
(c) Delivery of the Offering Documents in connection with by the distribution Company shall constitute the representation and warranty of the Offered Shares in compliance with this Agreement and Securities Laws.
(2) The Corporation represents and warrants Company to the Underwriters with respect to the Offering Documents that Agents that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters Agents and furnished provided in writing by them specifically for use the Agents or their counsel) contained in a Prospectus) the Offering Documents are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Company and the Offered Shares, as required by Canadian Securities Laws;Units; and
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;
(cii) except with respect to any information and statements relating solely to the Underwriters Agents and furnished provided in writing by them specifically for use the Agents or their counsel, such documents comply in a Prospectus, the Prospectus and any Supplementary Material comply fully all material respects with the requirements of the Canadian Securities Laws. Such deliveries shall also constitute the Company's consent to the Agents' use of the Offering Documents in connection with the Distribution of the Units in the Selling Jurisdictions in compliance with this Agreement and Applicable Securities Laws unless otherwise advised in writing.
(3d) The Corporation Company shall cause commercial copies of the Offering Documents, as applicable, to be delivered to the Agents without charge, in such numbers and in such locations as the Agents may reasonably request by written instructions to the Company's financial printer given forthwith after the Agents have been advised that the Company has complied with Applicable Securities Laws in the Selling Jurisdictions. Such delivery shall be effected as soon as possible and, in any event, no later than noon (local time) on the date which is one Business Day after the date the BCSC has issued a receipt in accordance with NP 11-202 in respect of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandumor any Supplementary Material, as applicable.
(e) The Company agrees that from the case may bedate hereof to the Closing Date, it shall obtain prior approval of the Agents as to the content and form of any press release or other public disclosure document prior to issuance, such approval not to be delivered unreasonably withheld. In addition, any press release announcing or otherwise referring to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares to, or for the account or benefit of, persons Offering disseminated in the United States in compliance shall comply with the provisions requirements of this Agreement Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page substantially as follows: "Not for distribution, directly or indirectly, in or into the United States (includingincluding its territories and possessions, without limitationany state of the United States or the District of Columbia), Schedule “C” hereto) or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Units under the Offering in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Units offered under the Offering have not been and U.S.will not be registered under the United States Securities Act of 1933 and accordingly will not be offered, sold or delivered, directly or indirectly, within the United States, its possessions and other areas subject to its jurisdiction, except pursuant to applicable exemptions from the registration requirements."
Appears in 1 contract
Samples: Agency Agreement
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, along with a copy of the applicable U.S. Private Placement Memorandum;
(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);
(dc) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long-form” comfort letter of PricewaterhouseCoopers LLP the current auditors of the Corporation, 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 Underwriters and the board of directors of the Corporation, with respect to the verification of certain financial and accounting information and other numerical data of a financial nature contained relating to the Corporation in the Final Prospectus (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 reports incorporated by reference in the Securities CommissionsFinal Prospectus; andand
(ed) 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. TSX (the “Standard Listing Conditions”). 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 with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovedelivery:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documentsreference) (except information and statements relating solely to the Underwriters and furnished by them in writing specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them in writing specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the applicable U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the filing of the Preliminary Receipt Prospectus or the Final ReceiptProspectus, as the case may be, with the Securities Commissions, but, in any event on or before noon (Toronto time) on the next Business Day after obtaining the receipt therefor (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, Prospectus and the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and Laws, of the applicable U.S. Private Placement Memorandum for the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement and U.S. Securities Laws, and for the offer and sale of the Offered Shares (includingor CDIs in respect of those Offered Shares) in Australia in compliance with the provisions of this Agreement and Australian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without limitationcost, Schedule such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Shares.
(4) Each of the Corporation and the Underwriters have approved the Marketing Material, including the template version thereof which the Corporation has filed with the Securities Commissions and which is and will be incorporated by reference into the Prospectus, as the case may be. The Corporation and the Underwriters covenant and agree that during the distribution of the Offered Shares, they will not provide any potential investor of Offered Shares with any marketing materials except for marketing materials that comply with, and have been approved in accordance with, NI 44-101. If requested by the Underwriters, in addition to the Marketing Material, the Corporation will cooperate, acting reasonably, with the Underwriters in approving any other marketing materials to be used in connection with the Offering.
(5) Subject to compliance with Securities Laws, 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 Underwriters drafts of any press releases of the Corporation for review by the Underwriters prior to issuance and shall obtain the prior approval of the Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall comply with Rule 135e under the U.S. Securities Act and shall include an appropriate notation on each page as follows: “C” hereto) and U.S.Not for distribution to the U.S. news wire services, or dissemination in the United States”.
Appears in 1 contract
Samples: Underwriting Agreement
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the Underwriters:
(ai) prior to the time of filing each filing thereof, a copy of the Preliminary Prospectus and the Final Prospectus Prospectus, a copy of each manually signed on behalf of the Corporation, by the persons Preliminary Prospectus and Final Prospectus in the form English and French languages signed and certified by the Corporation as required by Canadian the 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;
(cii) prior to filing each of the time Preliminary Prospectus and the Final Prospectus, opinions dated the date of filing thereofthe Preliminary Prospectus and the Final Prospectus, respectively, in form and substance satisfactory to the Underwriters, from Colby, Money, Xxxxxx, Xxxxxxx & Xxxxxxx LLP to the effect that the French language version of each Prospectus, except for the Financial Statements and notes to such Financial Statements and the related auditors’ report on such Financial Statements (collectively, the “Financial Information”), as to which no opinion need be expressed by such counsel, is, in all material respects, a copy complete and proper transalation of any Supplementary Material, or other document required the English language version thereof.
(iii) prior to be filed with or delivered to, filing each of the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in Preliminary Prospectus and the Final Prospectus, opinions dated the date of the Preliminary Prospectus (other than documents already filed publicly with and the Final Prospectus, respectively, in form and substance satisfactory to the Underwriters, from McGovern, Hurley, Xxxxxxxxxx LLP to the effect that the French language version of the Financial Information contained in each Prospectus is, in all material respects, a Securities Commission);complete and proper transalation of the English language version thereof.
(div) concurrently with prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a “long-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)Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation Underwriters and the board of directors of the Corporation from the Corporation, ’s Auditors with respect to the verification of financial and accounting information and other numerical data of a financial nature relating to the Corporation contained in the Final Prospectus (including all Documents Incorporated Prospectus, which letter shall be based on a review by Reference) and matters involving changes or developments since the respective dates as Corporation’s Auditors within a cut-off date of which specific financial information is given therein not more than two Business Days prior to the date of the letter, which letter shall be in addition to the any auditors’ consent letter and or comfort letter (if any) addressed to the Canadian Securities CommissionsRegulators;
(v) as soon as practicable after the Preliminary Prospectus, Final Prospectus and any Supplementary Material are prepared, the private placement memorandum 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 Securities in the United States (the “U.S. Memorandum”), and, forthwith after preparation, any amendment to the U.S. Memorandum; and
(evi) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy copies of the TSX conditional approval letter correspondence indicating that the application for the listing and posting for trading on the TSX of the Offered Shares Securities has been approved, approved for listing subject only to satisfaction by the Corporation of the customary post-closing conditions as specified imposed by the TSX. Unless otherwise advised in writing, such deliveries TSX (the “Standard Listing Conditions”).
(b) The Corporation shall also constitute the Corporation’s consent prepare and deliver promptly to the Underwriters’ use Underwriters signed copies of all Supplementary Material required to be filed by the Offering Documents in connection with the distribution of the Offered Shares Corporation in compliance with this Agreement and Securities Laws.
(2c) The Delivery of the Preliminary Prospectus, the Final Prospectus, any Supplementary Material and the U.S. Memorandum by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished provided by them specifically for use the Underwriters in a Prospectuswriting) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material and the U.S. Memorandum, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, as required by Canadian Securities LawsSecurities;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished provided by them specifically for use the Underwriters in a Prospectuswriting) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to the Underwriters and furnished provided by them specifically for the Underwriters in writing, such documents comply in all material respects with the requirements of the Securities Laws. Such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use in a of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material comply fully in connection with the requirements distribution of the Canadian Securities Lawsin the Qualifying Jurisdictions and the use of the U.S. Memorandum in connection with the offer and sale of the Securities, on a private placement basis, in the United States in compliance with this Agreement and the U.S. Securities Act unless otherwise advised in writing.
(3d) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus Prospectus, any Supplementary Material and the U.S. Private Placement Memorandum, as the case may be, Memorandum to be delivered to the Underwriters without charge, in such quantities numbers and in such cities as the Underwriters may reasonably request by written instructions to the Corporation’s financial printer of such documents the Preliminary Prospectus, the Final Prospectus, any Supplementary Material and the U.S. Memorandum given forthwith after the Underwriters have been advised that the Corporation has complied with the Securities Laws in the Qualifying Jurisdictions. Such delivery shall be effected as soon as possible and, in any event, on or before a date which is two Business Day after obtaining the Canadian Securities Regulators have issued a receipt for the Preliminary Receipt or Prospectus and the Final ReceiptProspectus, and on or before a date which is two Business Days after the Canadian Securities Regulators issue receipts for or accept for filing, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.Supplementary Material.
Appears in 1 contract
Samples: Underwriting Agreement
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the Underwriters:
(ai) prior to at the time of each filing thereofClosing Time, 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 by the Corporation as required by Canadian applicable Securities LawsLaws in the Qualifying Provinces;
(bii) a copy of at 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 thereofClosing Time, a copy of any Supplementary Material, or other document Material required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian in compliance with applicable 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)Qualifying Provinces;
(diii) concurrently with at the filing of the Final Prospectus with the Securities CommissionsClosing Time, a “long-form” comfort letter of PricewaterhouseCoopers LLP from the Corporation’s Auditors 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)Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation Underwriters and the board of directors of the Corporation, Corporation with respect to the verification of certain financial and accounting information and other numerical data of a financial nature relating to the Corporation contained in the Final Prospectus (Prospectus, including all Documents Incorporated by Reference) and matters involving changes or developments since , which letter shall be based on a review by the respective dates as Corporation’s Auditors within a cut-off date of which specific financial information is given therein 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 (letter, if any) , addressed to the Canadian Securities CommissionsRegulators;
(iv) as soon as practicable after the Preliminary Prospectus, the Final Prospectus and any Supplementary Material are prepared, the private placement memorandum incorporating the Preliminary Prospectus, the Final Prospectus or any Supplementary Material, as the case may be, prepared for use in connection with the offer and sale of the Units in the United States and to U.S. Persons (the “U.S. Private Placement Memorandum”) and, forthwith after preparation, any amendment to the U.S. Private Placement Memorandum; and
(ev) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy copies of the TSX conditional approval letter correspondence indicating that the application for the listing and posting for trading on the TSX Stock Exchanges of the Offered Unit Shares, Flow-Through Shares, the Warrant Shares, the Compensation Shares and the Compensation Warrant Shares has been approved, approved subject only to satisfaction by the Corporation of the customary post-closing conditions as specified imposed by the TSX. Unless otherwise advised Stock Exchanges in writingsimilar circumstances, such deliveries if any (the “Standard Listing Conditions”).
(b) The Corporation shall also constitute prepare and deliver promptly to the Corporation’s consent Underwriters signed copies of all Supplementary Material. Concurrently with the delivery of any Supplementary Material or the incorporation by reference in the Prospectus of any Subsequent Disclosure Document, the Corporation shall deliver to the Underwriters’ use of , with respect to such Supplementary Material or Subsequent Disclosure Document, to the Offering Documents extent that such Supplementary Material contains any financial and accounting information, a comfort letter substantially similar to that referred to in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Lawsparagraph 5(a)(iii).
(2c) The Delivery of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished provided by them specifically for use the Underwriters) contained and incorporated by reference in a the Preliminary Prospectus) , the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, correct and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, Securities as required by Canadian applicable Securities LawsLaws in the Qualifying Provinces;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished provided by them specifically for use in a Prospectusthe Underwriters) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to the Underwriters and furnished provided by them specifically for the Underwriters, such documents comply in all material respects with the requirements of applicable Securities Laws in the Qualifying Provinces. Such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use in a of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material comply fully in connection with the requirements distribution of the Canadian Offered Securities Lawsin the Qualifying Provinces in compliance with this Agreement unless otherwise advised in writing.
(3d) The Corporation shall shall:
(i) cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, any Supplementary Material to be delivered to the Underwriters without charge, in such quantities and at such locations in such cities the Qualifying Provinces as the Underwriters may reasonably request by written instructions to the Corporation’s printer of such documents documents, such delivery shall be effected as soon as possible after obtaining filing thereof with the Preliminary Receipt or the Final Receipt, as the case may be, butCanadian Securities Regulators and, in any event event, on or before noon (Toronto time) on the next second Business Day after the filing thereof with the Canadian Securities Regulators;
(ii) similarly cause to be delivered to the Underwriters, as soon as practicable after preparation thereof, without charge, in such numbers and at such locations as the Underwriters may reasonably request, commercial copies of the U.S. Private Placement Memorandum and any amendments thereto; and
(iii) cause to be provided to the Underwriters, without charge, such number of copies of any Documents Incorporated by Reference in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material as the Underwriters may reasonably request for delivery locations outside use in connection with the distribution of Toronto, on the second Business Day)Offered Securities. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, Prospectus and the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares Securities in the Qualifying Jurisdictions Provinces in compliance with the provisions of this Agreement and Canadian Securities Laws and of the U.S. Private Placement Memorandum for the offer and sale of the Offered Shares to, or for the account or benefit of, persons Units in the United States and to U.S. Persons in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” heretoA”.
(e) During the period commencing on the date hereof and U.S.until completion of the distribution of the Offered Securities, the Corporation will promptly provide to the Underwriters drafts of any press releases of the Corporation, or other document prepared for the purpose of communication with the shareholders of the Corporation, for review by the Underwriters and the Underwriters’ counsel prior to issuance.
Appears in 1 contract
Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to each of the UnderwritersUnderwriters and Goldcorp:
(a) prior to at the time Time of each filing thereofClosing, a copy of the Canadian Preliminary Prospectus and the Canadian Final Prospectus in the English language and a copy of the Canadian Final Prospectus in the French Language, 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 at the Time 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 thereofClosing, a copy of any Issuer Free Writing Prospectus, Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Applicable Securities Laws in connection with the Offering, including any document incorporated by reference in the Canadian Final Prospectus (other than documents already filed publicly with a Securities Commission)) and any documents included as exhibits in the U.S. Final Prospectus;
(c) at the Time of Closing, a copy of the Initial U.S. Registration Statement and the Amended U.S. Registration Statement signed as required by the U.S. Securities Laws;
(d) concurrently with the filing of the French language version of the Canadian Preliminary Prospectus and the Canadian Final Prospectus with the Canadian Securities Commissions, opinions of BCF LLP, dated the date of the Canadian Preliminary Prospectus and the date of the Canadian Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation, the Selling Shareholder, their respective counsel, and the directors and officers of the Corporation, to the effect that the French language version of each of the Canadian Preliminary Prospectus and the Canadian Final Prospectus, including all Documents Incorporated by Reference, except for the Financial Statements and certain other financial information, including management's discussion and analysis (collectively, the "Financial Information"), as to which no opinion need be expressed by such counsel, is, in all material respects, a “long-form” comfort letter complete and accurate translation of PricewaterhouseCoopers the English language version thereof;
(e) concurrently with the filing of the French language version of the Canadian Preliminary Prospectus and the Canadian Final Prospectus with the Canadian Securities Commissions, opinions of Deloitte & Touche LLP dated the date of the Canadian Preliminary Prospectus and the date of the Canadian Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation, the Selling Shareholder, their respective counsel, and the directors and officers of the Corporation, to the effect that the French language version of the Financial Information contained in the Canadian Preliminary Prospectus and the Canadian Final Prospectus conforms, in all material respects, to the English language version thereof;
(f) at the Applicable Time, the Underwriters shall have received from Deloitte & Touche LLP a letter dated such date, in form and substance satisfactory to counsel for the Underwriters, acting reasonably, together with signed or reproduced copies of such letter for each of the Underwriters, containing statements and information of the type ordinarily included in accountants' "comfort letters" to U.S. and Canadian underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package; and
(g) concurrently with the filing of the Canadian Final Prospectus with the Canadian Securities Commissions, a "long-form" comfort letter of Deloitte & Touche LLP, dated the date of the Canadian Final Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days business days of the date of such letter), in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation Selling Shareholder, and the board of directors and officers of the Corporation, with respect to the verification of certain financial and accounting information and other numerical data of a financial nature contained relating to the Corporation in the Canadian Final Prospectus (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 with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) above:
(a) all information and statements in such documents (including information and statements ' report incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Canadian Final Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.
Appears in 1 contract
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the UnderwritersAgent:
(ai) prior to the time filing of each filing thereofthe Final Prospectus, 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 English language signed and certified by the Corporation as required by Canadian the 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;
(cii) prior to the time filing of filing thereofthe Final Prospectus with the Canadian Securities Regulators, a copy “long form”comfort letter dated the date of any Supplementary Materialthe Final Prospectus, or other document required in form and substance satisfactory to be filed with or delivered tothe Agent, acting reasonably, addressed to the Securities Commissions by Agent and the directors of the Corporation under Canadian Securities Laws in connection from the Corporation’s Auditors with respect to financial and accounting information relating to the Offering, including any document incorporated by reference Corporation contained in the Final Prospectus (other Prospectus, which letter shall be based on a review by the Corporation’s Auditors within a cut-off date of not more than documents already filed publicly with a two Business Days prior to the date of the letter, which letter shall be in addition to any auditors’consent letter or comfort letter addressed to the Canadian Securities Commission)Regulators;
(diii) concurrently with the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a “long-form” comfort letter legal opinion of PricewaterhouseCoopers LLP Legacy Tax + Trust Lawyers, special tax counsel to the Corporation, dated as of the date of the Final Prospectus (with respect to the requisite procedures to be completed by such auditor within two (2) Business Days tax commentary included in the section of the date of such letter)Prospectus entitled “Eligibility for Investment” addressed to the Agent and its legal counsel, in form and substance satisfactory content acceptable to the UnderwritersAgent, 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
(eiv) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy copies of the TSX conditional approval letter correspondence indicating that the application for the listing and posting for trading on the TSX CSE of the Offered Unit Shares, Unit Warrant Shares has and Compensation Option Shares have been approved, approved for listing subject only to satisfaction by the Corporation of the customary post-closing conditions as specified imposed by the TSX. Unless otherwise advised in writing, such deliveries CSE (the “Standard Listing Conditions”).
(b) The Corporation shall also constitute the Corporation’s consent prepare and deliver promptly to the Underwriters’ use Agent signed copies of all Supplementary Material required to be filed by the Offering Documents in connection with the distribution of the Offered Shares Corporation in compliance with this Agreement and the Securities Laws.
(2c) The Delivery of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that Agent that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, as required by Canadian Securities LawsUnits;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished by them specifically for use in a ProspectusAgent) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting, the Prospectus and any Supplementary Material such documents comply fully in all material respects with the requirements of the Canadian Securities Laws. Such deliveries shall also constitute the Corporation’s consent to the Agent’s theuFsineal Proosfpectus and any Supplementary Material in connection with the distribution of the Offered Units in the Qualifying Jurisdictions.
(3d) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, any Supplementary Material to be delivered to the Underwriters Agent without charge, in such quantities numbers and in such cities as the Underwriters Agent may reasonably request by written instructions to the Corporation’s financial printer of such documents the Final Prospectus and any Supplementary Material given forthwith after the Agent has been advised that the Corporation has complied with the Securities Laws in the Qualifying Jurisdictions. Such delivery shall be effected as soon as possible and, in any event, on or before 4:00 p.m. (Vancouver time) on a date which is two Business Days after obtaining the Preliminary Receipt or Canadian Securities Regulators have issued a receipt for the Final ReceiptProspectus, and on or before 4:00 p.m. (Vancouver time) on a date which is two Business Days after the Canadian Securities Regulators issue receipts for or accept for filing, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.Supplementary Material.
Appears in 1 contract
Samples: Agency Agreement
Deliveries on Filing and Related Matters. (1a) The Corporation Company shall deliver to each of the UnderwritersAgent:
(ai) prior to the time filing of each filing thereofthe Final Prospectus, 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 English language signed and certified by the Company as required by Canadian the 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;
(cii) prior to the time filing of filing thereofthe Final Prospectus with the Canadian Securities Regulators, a copy "long form" comfort letter dated the date of any Supplementary Materialthe Final Prospectus, or other document required in form and substance satisfactory to be filed the Agent, acting reasonably, addressed to the Agent and the directors of the Company from the Company's Auditors with or delivered to, respect to financial and accounting information relating to the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference Company contained in the Final Prospectus (other Prospectus, which letter shall be based on a review by the Company's Auditors within a cut-off date of not more than documents already filed publicly with a two Business Days prior to the date of the letter, which letter shall be in addition to any auditors' consent letter or comfort letter addressed to the Canadian Securities Commission)Regulators;
(diii) concurrently with the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a “long-form” comfort letter legal opinion of PricewaterhouseCoopers Xxxxxxx Xxxxx & Xxxxxxxxx LLP dated as of the date of the Final Prospectus (with respect to the requisite procedures to be completed by such auditor within two (2) Business Days tax commentary included in the section of the date of such letter)Prospectus entitled "Eligibility for Investment" addressed to the Agent and its legal counsel, in form and substance satisfactory content acceptable to the UnderwritersAgent, 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
(eiv) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy copies of the TSX conditional approval letter correspondence indicating that the application for the listing and posting for trading on the TSX CSE of the Offered Shares has have been approved, approved for listing subject only to satisfaction by the Corporation Company of the customary post-closing conditions as specified imposed by the TSX. Unless otherwise advised in writing, such deliveries CSE (the "Standard Listing Conditions").
(b) The Company shall also constitute the Corporation’s consent prepare and deliver promptly to the Underwriters’ use Agent signed copies of all Supplementary Material required to be filed by the Offering Documents in connection with the distribution of the Offered Shares Company in compliance with this Agreement and the Securities Laws.
(2c) The Corporation represents Delivery of the Final Prospectus and warrants any Supplementary Material by the Company shall constitute the representation and warranty of the Company to the Underwriters with respect to the Offering Documents that Agent that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting) contained in the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Company and the Offered Shares, as required by Canadian Securities Laws;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished by them specifically for use in a ProspectusAgent) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for the Agent in writing, such documents comply in all material respects with the requirements of the Securities Laws. Such deliveries shall also constitute the Company's consent to the Agent's use in a Prospectus, of the Final Prospectus and any Supplementary Material comply fully in connection with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions Jurisdictions.
(d) The Company shall cause commercial copies of the Final Prospectus and any Supplementary Material to be delivered to the Agent without charge, in compliance such numbers and in such cities as the Agent may reasonably request by written instructions to the Company's financial printer of the Final Prospectus and any Supplementary Material given forthwith after the Agent has been advised that the Company has complied with the provisions of this Agreement and Securities Laws in the Qualifying Jurisdictions. Such delivery shall be effected as soon as possible and, in any event, on or before a date which is two Business Days after the Canadian Securities Laws and the offer and sale of the Offered Shares to, or Regulators have issued a receipt for the account Final Prospectus, and on or benefit ofbefore a date which is two Business Days after the Canadian Securities Regulators issue receipts for or accept for filing, persons in as the United States in compliance with the provisions of this Agreement (includingcase may be, without limitation, Schedule “C” hereto) and U.S.any Supplementary Material.
Appears in 1 contract
Samples: Agency Agreement
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the UnderwritersAgents:
(ai) prior to at the time of each filing thereofClosing Time, 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 English language signed and certified by the Corporation as required by Canadian the 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
(eii) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy “long form” comfort letter dated the date of the TSX conditional approval Final Prospectus, in form and substance satisfactory to the Agents, acting reasonably, addressed to the Agents 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 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 letter or comfort letter addressed to the Canadian Securities Regulators;
(iii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a legal opinion of XxXxxxxx LLP dated as of the date of the Final Prospectus with respect to the tax commentary included in the sections of the Prospectus entitled "Eligibility for Investment" addressed to the Agents and their legal counsel, in form and content acceptable to the Agents, acting reasonably;
(iv) as soon as practicable after the Preliminary Prospectus, Final Prospectus and any Supplementary Material are prepared, the private placement memorandum 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 Offered Units to, or for the account or benefit of, persons in the United States and U.S. Persons (the “U.S. Memorandum”), and, forthwith after preparation, any amendment to the U.S. Memorandum; and
(v) 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 Offered Unit Shares, Warrant Shares has and the Agent’s Warrant Shares have been approved, approved for listing subject only to satisfaction by the Corporation of the customary post-closing conditions as specified imposed by the TSX. Unless otherwise advised in writing, such deliveries TSX (the “Standard Listing Conditions”).
(b) The Corporation shall also constitute the Corporation’s consent prepare and deliver promptly to the Underwriters’ use Agents signed copies of all Supplementary Material required to be filed by the Offering Documents in connection with the distribution of the Offered Shares Corporation in compliance with this Agreement and the Securities Laws.
(2c) The Delivery of the Preliminary Prospectus, the Final Prospectus, any Supplementary Material and the U.S. Memorandum by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that Agents that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters Agents and furnished provided by them specifically for use the Agents in a Prospectuswriting) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material and the U.S. Memorandum, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, as required by Canadian Securities LawsUnits;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished by them specifically for use in a ProspectusAgents) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to the Underwriters Agents and furnished provided by them specifically for the Agents in writing, such documents comply in all material respects with the requirements of the Securities Laws. Such deliveries shall also constitute the Corporation’s consent to the Agents’ use in a of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material comply fully in connection with the requirements distribution of the Canadian Offered Units in the Qualifying Jurisdictions and the use of the U.S. Memorandum in connection with the offer and sale of the Offered Units, on a private placement basis, to, or for the account or benefit of, certain persons in the United States and U.S. Persons in compliance with this Agreement (including Schedule “A” hereto) and the U.S. Securities LawsAct unless otherwise advised in writing.
(3d) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus Prospectus, any Supplementary Material and the U.S. Private Placement Memorandum, as the case may be, Memorandum to be delivered to the Underwriters Agents without charge, in such quantities numbers and in such cities as the Underwriters Agents may reasonably request by written instructions to the Corporation’s financial printer of such documents the Preliminary Prospectus, the Final Prospectus, any Supplementary Material and the U.S. Memorandum given forthwith after the Agents have been advised that the Corporation has complied with the Securities Laws in the Qualifying Jurisdictions. Such delivery shall be effected as soon as possible and, in any event, on or before a date which is two Business Days after obtaining the Canadian Securities Regulators have issued a receipt for the Preliminary Receipt or Prospectus and the Final ReceiptProspectus, and on or before a date which is two Business Days after the Canadian Securities Regulators issue receipts for or accept for filing, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.Supplementary Material.
Appears in 1 contract
Samples: Agency Agreement
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the UnderwritersAgent:
(ai) prior to at the time of each filing thereofClosing Time, 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 English language signed and certified by the Corporation as required by Canadian the 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
(eii) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy “long form” comfort letter dated the date of the TSX conditional approval Final Prospectus, in form and substance satisfactory to the Agent, acting reasonably, addressed to the Agent, the Agent’s counsel 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 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 letter or comfort letter addressed to the Canadian Securities Regulators;
(iii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a legal opinion of Xxxxxxx Xxxxx & Xxxxxxxxx LLP dated as of the date of the Final Prospectus with respect to the tax commentary included in the section of the Prospectus entitled "Eligibility for Investment" addressed to the Agent and the Agent’s counsel, in form and content acceptable to the Agent, acting reasonably; and
(iv) 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 Exchange of the Offered Shares has and Agent’s Warrant Shares have been approved, approved for listing subject only to satisfaction by the Corporation of the customary post-closing conditions as specified imposed by the TSX. Unless otherwise advised in writing, such deliveries Exchange (the “Standard Listing Conditions”).
(b) The Corporation shall also constitute the Corporation’s consent prepare and deliver promptly to the Underwriters’ use Agent signed copies of all Supplementary Material required to be filed by the Offering Documents in connection with the distribution of the Offered Shares Corporation in compliance with this Agreement and the Securities Laws.
(2c) The Delivery of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that Agent that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, as required by Canadian Securities Laws;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished by them specifically for use in a ProspectusAgent) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting, the Prospectus and any Supplementary Material such documents comply fully in all material respects with the requirements of the Canadian Securities Laws.
(3d) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to any Supplementary Material be delivered to the Underwriters Agent without charge, in such quantities numbers and in such cities as the Underwriters Agent may reasonably request by written instructions to the Corporation’s financial printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material given forthwith after the U.S. Private Placement Memorandum for Agent has been advised that the distribution of Corporation has complied with the Offered Shares Securities Laws in the Qualifying Jurisdictions Jurisdictions. Such delivery shall be effected as soon as possible and, in compliance with any event, on or before a date which is two Business Days after the provisions of this Agreement and Canadian Securities Laws Regulators have issued a receipt for the Preliminary Prospectus and the offer Final Prospectus, and sale of on or before a date which is two Business Days after the Offered Shares toCanadian Securities Regulators issue receipts for or accept for filing, or for as the account or benefit ofcase may be, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.any Supplementary Material.
Appears in 1 contract
Samples: Agency Agreement
Deliveries on Filing and Related Matters. (1a) The Corporation Company shall deliver deliver, or cause to each of be delivered, to the UnderwritersAgent:
(ai) prior to the time of each filing thereof, a copy of the Preliminary Prospectus, the Amended and Restated Prospectus and and, prior to the filing of the Final Prospectus each manually signed on behalf with the Securities Commissions in the Qualifying Provinces and a copy of the Corporation, Final Prospectus signed by the persons and in the form signed and certified Company 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;
(cii) prior to the time filing of filing thereofany Supplementary Material with the Securities Commissions in the Qualifying Provinces, a copy of any such Supplementary Material, or other document Material required to be filed with or delivered to, the Securities Commissions by the Corporation under Company in compliance with 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)Laws;
(diii) concurrently with the filing of the Final Prospectus with the Securities CommissionsCommissions in the Qualifying Provinces, a “long-"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)Prospectus, in form and substance satisfactory to the UnderwritersAgent, acting reasonably, addressed to the Underwriters, Agent from the Corporation and the board of directors of the Corporation, Company's Auditors with respect to the verification of financial and accounting information and other numerical data of a financial nature relating to the Company contained in the Final Prospectus (including and all Documents Incorporated by Reference) and matters involving changes or developments since , which letter shall be based on a review by the respective dates as Company's Auditors within a c ut- off date of which specific financial information is given therein which not more than two Business Days prior to the date of the letter, w hic h letter shall be in addition to the auditors’ ' consent letter and comfort letter (if any) addressed to the Securities CommissionsCommissions in the Qualifying Provinces; and
(eiv) prior to the filing of the Final Prospectus with the Securities CommissionsCommissions in the Qualifying Provinces, a copy copies 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 all filings made by the Corporation of Company with the customary post-closing conditions as specified by the TSX. Unless otherwise advised in writing, such deliveries CSE.
(b) The Company shall also constitute the Corporation’s consent prepare and deliver promptly to the Underwriters’ use Agent signed copies of all Supplementary Material.
(c) Delivery of the Offering Documents in connection with by the distribution Company shall constitute the representation and warranty of the Offered Shares in compliance with this Agreement and Securities Laws.
(2) The Corporation represents and warrants Company to the Underwriters with respect to the Offering Documents that Agent that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters Agent and furnished provided in writing by them specifically for use the Agent or its counsel) contained in a Prospectus) the Offering Documents are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Company and the Offered Shares, as required by Canadian Securities Laws;Units; and
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;
(cii) except with respect to any information and statements relating solely to the Underwriters Agent and furnished provided in writing by them specifically for use the Agent or its counsel, such documents comply in a Prospectus, the Prospectus and any Supplementary Material comply fully all material respects with the requirements of the Canadian Securities Laws. Such deliveries shall also constitute the Company's consent to the Agent's use of the Offering Documents in connection with the Distribution of the Units in the Selling Jurisdictions in compliance with this Agreement and Applicable Securities Laws unless otherwise advised in writing.
(3d) The Corporation Company shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement MemorandumOffering Documents, as the case may beapplic able, to be delivered to the Underwriters Agent without charge, in such quantities numbers and in such cities locations as the Underwriters Agent may reasonably request by written instructions to the Company's financial printer of such documents given forthwith after the Agent has been advised that the Company has complied with Applicable Securities Laws in the Selling Jurisdictions. Such delivery shall be effected as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, butand, in any event on or before event, no later than noon (Toronto local time) on the next date which is one Business Day (or for delivery locations outside of Toronto, on after the second Business Day). Such deliveries shall constitute date the consent of the Corporation to the Underwriters’ use BCSC has issued a receipt in accordance with NP 11- 202 in respect of the Preliminary Prospectus, the Amended and Restated Prospectus, the Final Prospectus and or any Supplementary Material, as applicable.
(e) The Company agrees that from the U.S. Private Placement Memorandum for date hereof to the distribution Closing Date, it shall obtain prior approval of the Offered Shares in Agent as to the Qualifying Jurisdictions in compliance with content and form of any press release or other public disclosure document prior to issuance, such approval not to be unreasonably withheld. In addition, any press release announcing or otherwise referring to the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares to, or for the account or benefit of, persons Offering disseminated in the United States in compliance shall comply with the provisions requirements of this Agreement Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page substantially as follows: "Not for distribution, directly or indirectly, in or into the United States (includingincluding its territories and possessions, without limitationany state of the United States or the District of Columbia), Schedule “C” hereto) or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Units under the Offering in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Units offered under the Offering have not been and U.S.will not be registered under the United States Securities Act of 1933 and accordingly will not be offered, sold or delivered, directly or indirectly, within the United States, its possessions and other areas subject to its jurisdiction, except pursuant to applicable exemptions from the registration requirements."
Appears in 1 contract
Samples: Agency Agreement
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the Underwriters:
(ai) at or prior to the time of each filing thereof, a copy of the Preliminary Prospectus and the Final Prospectus each manually signed on behalf is presented to the Underwriters for signing, copies of the CorporationPreliminary Prospectus and the Final Prospectus, by as the persons and in the form case may be, signed and certified by the Corporation as required by Canadian applicable Securities LawsLaws in the Qualifying Provinces;
(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);
(dii) concurrently with the filing of the Final Prospectus with the Canadian Securities Commissions, a “long-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)Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation Underwriters and the board of directors of the Corporation from (i) the Corporation, ’s Auditors with respect to the verification of financial and accounting information and other numerical data of a financial nature relating to the Corporation contained in the Final Prospectus (including all Documents Incorporated by Reference, and (ii) the Linear’s Auditors with respect to the financial and matters involving changes or developments since accounting information relating to Linear contained in the respective dates Prospectus including all Documents Incorporated by Reference, which letters shall be based on a review by the Corporation’s Auditors and the Linear’s Auditors, as applicable, within a cut-off date of which specific financial information is given therein which not more than two Business Days prior to the date of the letter and shall be in addition to the any auditors’ consent letter and comfort letter (if anyrequired) addressed to the Securities Commissions; and;
(eiii) prior to the filing of the Final Preliminary Prospectus with the Canadian Securities Commissions, a copy copies of the TSX conditional approval letter correspondence indicating that the Corporation has made an application for (i) the listing and posting for trading on the TSX of the Offered Debentures; and (ii) the listing and posting for trading on the Stock Exchanges of the Common Shares issuable pursuant to the conversion, redemption or maturity of or otherwise pursuant to the Offered Debentures (except, in respect of the NYSE Amex, any such Common Shares not calculable on the date hereof);
(iv) prior to the filing of the Final Prospectus with the Canadian Securities Commissions, copies of correspondence indicating that the application for (i) the listing and posting for trading on the TSX of the Offered Debentures; and (ii) the listing and posting for trading on the Stock Exchanges of the Common Shares issuable pursuant to the conversion, redemption or maturity of or otherwise pursuant to the Offered Debentures (except, in respect of the NYSE Amex, any such Common Shares not calculable on the date hereof), has been approved, approved subject only to satisfaction by the Corporation of the customary post-closing conditions as specified imposed by the TSX. Unless otherwise advised Stock Exchanges (as applicable), in writingsimilar circumstances, such deliveries shall also constitute if any (the Corporation’s consent “Standard Listing Conditions”);
(v) concurrently with or promptly at or prior to the Underwriters’ use filing of each of the Offering Documents Preliminary and the Prospectus with the Canadian Securities Commissions, a copy of any other document required to be filed by the Corporation with or prior to filing the Preliminary Prospectus and the Prospectus to obtain a Preliminary Decision Document or Final Decision Document, as applicable, or to comply with the Securities Laws in connection with the distribution Offering; and
(vi) as soon as practicable after the Preliminary Prospectus, the Final Prospectus and any Supplementary Material are prepared, the private placement memorandum incorporating the Preliminary Prospectus, the Final Prospectus or any Supplementary Material, as the case may be, prepared for use in connection with the offer and sale of the Offered Shares Debentures in compliance the United States (the “U.S. Private Placement Memorandum”) and, forthwith after preparation, any amendment to the U.S. Private Placement Memorandum; and
(b) The Corporation shall also prepare and deliver promptly to the Underwriters signed copies of all Supplementary Material. Concurrently with this Agreement the delivery of any Supplementary Material or the incorporation by reference in the Prospectus of any Subsequent Disclosure Document, the Corporation shall deliver to the Underwriters, with respect to such Supplementary Material or Subsequent Disclosure Document, to the extent that such Supplementary Material contains any financial and Securities Lawsaccounting information, a comfort letter substantially similar to that referred to in paragraph 6(a)(ii).
(2c) The Delivery of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished provided by them specifically for use the Underwriters) contained and incorporated by reference in a the Preliminary Prospectus) , the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, correct and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, Debentures as required by Canadian applicable Securities LawsLaws in the Qualifying Provinces;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished provided by them specifically for use in a Prospectusthe Underwriters) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to the Underwriters and furnished provided by them specifically for the Underwriters, such documents comply in all material respects with the requirements of applicable Securities Laws in the Qualifying Provinces. Such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use in a of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material comply fully in connection with the requirements distribution of the Canadian Securities LawsOffered Debentures in the Qualifying Provinces in compliance with this Agreement unless otherwise advised in writing.
(3d) The Corporation shall shall:
(i) cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, any Supplementary Material to be delivered to the Underwriters without charge, in such quantities and at such locations in such cities the Qualifying Provinces as the Underwriters may reasonably request by written instructions to the Corporation’s printer of such documents documents, such delivery shall be effected as soon as possible after obtaining filing thereof with the Preliminary Receipt or the Final Receipt, as the case may be, butCanadian Securities Commissions and, in any event event, on or before noon 12:00 p.m. (Toronto time) on the next second Business Day after the filing thereof with the Canadian Securities Commissions;
(ii) similarly cause to be delivered to the Underwriters, as soon as practicable after preparation thereof, without charge, in such numbers and at such locations as the Underwriters may reasonably request, commercial copies of the U.S. Private Placement Memorandum and any amendments thereto; and
(iii) cause to be provided to the Underwriters, without charge, such number of copies of any Documents Incorporated by Reference in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material as the Underwriters may reasonably request for delivery locations outside use in connection with the distribution of Toronto, on the second Business Day)Offered Debentures. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, Prospectus and the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares Debentures in the Qualifying Jurisdictions Provinces in compliance with the provisions of this Agreement and Canadian Securities Laws and of the U.S. Private Placement Memorandum for the offer and sale of the Offered Shares to, or for the account or benefit of, persons Units in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” heretoA”.
(e) During the period commencing on the date hereof and U.S.until completion of the distribution of the Offered Debentures, the Corporation will promptly provide to the Underwriters drafts of any press releases of the Corporation, or other document prepared for the purpose of communication with the shareholders of the Corporation, for review by the Underwriters and the Underwriters’ counsel prior to issuance.
Appears in 1 contract
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);
(dc) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long-form” comfort letter of PricewaterhouseCoopers MNP 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 Underwriters and the board of directors and officers of the Corporation, with respect to the verification of certain financial and accounting information and other numerical data of a financial nature contained relating to the Corporation in the Final Prospectus (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 report incorporated by reference in the Securities CommissionsFinal Prospectus; and
(ed) prior to the filing of the Final Prospectus with the Securities Commissions, a copy copies of the conditional approval of each of the TSX conditional approval letter and the NASDAQ indicating that the application for the listing and posting for trading on the TSX and NASDAQ, respectively, of the Offered Shares has been approved, subject only to satisfaction by the Corporation of the customary conditions that may be satisfied post-closing conditions as specified by the TSXTSX and NASDAQ. 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 with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovedelivery:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documentsreference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material Offering Documents comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement MemorandumFinal Prospectus, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, from the Securities Commissions, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Torontoafter obtaining the receipt therefor, on the second Business Day)as applicable. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, Prospectus and the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the offer and sale Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Shares.
(4) The Corporation and the Underwriters each covenant and agree that during the distribution of the Offered Shares, it will not provide any potential investor of Offered Shares towith any marketing materials except for marketing materials approved in writing by both the Corporation and the Underwriters and that comply with NI 44-101. If requested by the Underwriters, the Corporation will cooperate, acting reasonably, with the Underwriter in approving any marketing materials to be used in connection with the Offering.
(5) Subject to compliance with Canadian Securities Laws, 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 Co-Lead Underwriters drafts of any press releases of the Corporation for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or for delayed. If required by Securities Laws, any press release announcing or otherwise referring to the account or benefit of, persons Offering disseminated in the United States in compliance shall comply with the provisions requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”.
(6) Notwithstanding any provision hereof, nothing in this Agreement (including, without limitation, Schedule “C” hereto) and U.S.will create any obligation of the Corporation to file a registration statement or otherwise register or qualify the Offered Shares for sale or distribution outside of Canada.
Appears in 1 contract
Samples: Underwriting Agreement (Merus Labs International Inc.)
Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to each of the UnderwritersUnderwriter:
(a) prior to the time of each filing thereof, a copy of the Preliminary Prospectus and the Final Prospectus 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. Preliminary 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 the Corporation's Auditors 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 UnderwritersUnderwriter, acting reasonably, addressed to the UnderwritersUnderwriter, 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 information 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’ auditor's consent letter and comfort letter (if any) addressed to the Securities Commissions; and
(e) prior to concurrently with the filing of the Final Prospectus with the Securities Commissions, a copy “long form” comfort letter of the TSX conditional approval letter indicating that Former Auditors, dated to the application for the listing and posting for trading on the TSX date of the Offered Shares has been approved, subject only Final Prospectus (with the requisite procedures to satisfaction be completed by such auditors no later than two Business Days prior to the date of the Final Prospectus) with respect to the financial and accounting information relating to the Corporation addressed to the Underwriter, in form and substance satisfactory to the Underwriter, acting reasonably, containing statements and information of the customary post-closing conditions as specified by type ordinarily included in “comfort letters” to underwriters in connection with the TSXOffering. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s 's consent to the Underwriters’ Underwriter's use of the Offering Documents in connection with the distribution of the Offered Shares Securities in compliance with this Agreement and Securities Laws.
(2) The Corporation represents and warrants to the Underwriters Underwriter with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters Underwriter as set out in Section 4(1) above:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters Underwriter and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Offering, the Offered Securities, and the Offered Shares, Compensation Securities as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters Underwriter and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully in all material respects with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus Prospectus, the U.S. Preliminary Private Placement Memorandum, and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters Underwriter without charge, in such quantities and in such cities as the Underwriters Underwriter may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ Underwriter's use of the Preliminary Prospectus, the Final Prospectus Prospectus, the U.S. Preliminary Private Placement Memorandum, and the U.S. Private Placement Memorandum for the distribution of the Offered Shares Securities in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and Laws; the offer and sale of the Offered Shares Securities in the United States and to, or for the account or benefit of, persons in the United States U.S. Persons in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” "B" hereto) and U.S.U.S. Securities Laws; and the offer and sale of the Offered Securities in such other Selling Jurisdictions agreed to between the Corporation and the Underwriter, in compliance with the provisions of this Agreement and Applicable Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriter's use thereof. The Corporation shall cause to be provided to the Underwriter, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriter may reasonably request for use in connection with the distribution of the Offered Securities.
(4) The Corporation and the Underwriter have approved the Marketing Materials, including any template version thereof which the Corporation has filed with the Securities Commissions and which is and will be incorporated by reference into the Prospectus, as the case may be. The Corporation and the Underwriter each covenant and agree that during the distribution of the Offered Securities, it will not provide any potential investor of Offered Securities with any marketing materials except for marketing materials that comply with, and have been approved in accordance with, NI 44-101. If requested by the Underwriter, in addition to the Marketing Materials, the Corporation will cooperate, acting reasonably, with the Underwriter in approving any other marketing materials to be used in connection with the Offering.
(5) Subject to compliance with Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Securities, the Corporation will promptly provide to the Underwriter drafts of any press releases of the Corporation for review by the Underwriter prior to issuance, and shall obtain the prior approval of the Underwriter as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include (i) an appropriate notation on each page as follows: "Not for distribution to the U.S. news wire services, or dissemination in the United States" and (ii) the following (or similar) disclosure: "The securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, "U.S. persons" (as such term is defined in Regulation S under the U.S. Securities Act) absent such registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements."
(6) Notwithstanding any provision hereof, nothing in this Agreement will create any obligation of the Corporation to file a registration statement or otherwise register or qualify the Offered Securities for sale or distribution outside of Canada.
Appears in 1 contract
Samples: Underwriting Agreement
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver In connection with the Preliminary Prospectus (and prior to each of or concurrently with the Underwritersfiling thereof, as applicable), the Corporation:
(ai) prior prepared and filed the Preliminary Prospectus pursuant to the time of each filing thereofPassport System and National Instrument 44-101, and took all other steps and proceedings that may be necessary in connection therewith and received the Preliminary Receipt;
(ii) delivered or caused to be delivered to the Agent a copy of the Preliminary Prospectus and the Final Prospectus each manually signed and certified on behalf of the Corporation, by the persons and in the form as required by Securities Laws;
(iii) delivered or caused to be delivered to the Agent a copy of any Supplementary Material; and
(iv) delivered or caused to be delivered to the Agent a copy of the preliminary U.S. Placement Memorandum.
(b) In connection with the Final Prospectus (and prior to or concurrently with the filing thereof, as applicable), the Corporation:
(i) has satisfied all comments of the Canadian Securities Regulators with respect to the Preliminary Prospectus, has prepared and will file, concurrently with the execution of this Agreement, the Final Prospectus pursuant to the Passport System and National Instrument 44-101, will obtain the Final Receipt for the Final Prospectus prior to 5:00 p.m. (Vancouver time) on the date hereof (or such later date or time as reasonably agreed to by the Corporation and the Canadian Agent) and will take all other steps and proceedings that may be necessary in order to qualify the Offered Securities, the Over-Allotment Option and the Broker Warrants for distribution pursuant to the Final Prospectus in each of the Qualifying Jurisdictions prior to 5:00 p.m. (Vancouver time) on the date hereof (or such later date or time as reasonably agreed to by the Corporation and the Agent);
(ii) will deliver or cause to be delivered to the Agent a copy of the Final Prospectus manually signed and certified on behalf of the Corporation, by the persons and in the form as required by Canadian Securities Laws;
(biii) a copy of the preliminary U.S. Private Placement Memorandum will deliver or the final U.S. Private Placement Memorandum, if and as applicable;
(c) prior cause to be delivered to the time of filing thereof, Agent 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 Material (other than documents any document already filed publicly with a Canadian Securities CommissionRegulator);
(div) concurrently with will deliver or cause to be delivered to the filing Agent a copy of the Final Prospectus with U.S. Placement Memorandum;
(v) will cause the Securities Commissions, Corporation’s Auditors to deliver a “long-form” comfort letter of PricewaterhouseCoopers LLP letter, 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)Prospectus, in form and substance satisfactory to the UnderwritersAgent, acting reasonably, addressed to the Underwriters, the Corporation Agent 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) Prospectus, and matters involving changes or developments since the respective dates as of which specific specified financial information is given therein therein, 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 and which letter shall be in addition to the auditorsCorporation’s Auditors’ consent letter letter;
(vi) will deliver to the Agent and comfort letter (its counsel, copies of all correspondence, 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 CSE of the Offered Shares Securities and the Broker Securities, has been conditionally approved, subject only to satisfaction by the Corporation of the customary post-closing conditions Standard Listing Conditions; and
(vii) will deliver to the Agent, without charge, as specified soon as practicable but in any event by the TSX. Unless otherwise advised in writing, such deliveries shall also constitute next Business Day after the Corporation’s consent Final Receipt is obtained (and will thereafter deliver from time 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 with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) above:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Sharestime), as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause many commercial copies of the Preliminary Prospectus, Final Prospectus (and any Supplementary Material) and the final U.S. Placement Memorandum as the Agent may reasonably request for the purposes contemplated hereunder and contemplated by applicable Securities Laws and each such delivery of the Final Prospectus and the final U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities Memorandum (and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto timeSupplementary Material) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of such documents by the Preliminary Prospectus, the Final Prospectus Agent and the U.S. Private Placement Memorandum for each Selling Firm in connection with the distribution of the Offered Shares in Securities, the Qualifying Jurisdictions in compliance Over-Allotment Option and the Broker Securities, subject to the Agent and each Selling Firm complying with the provisions of this Agreement and Canadian applicable Securities Laws and the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement Agreement.
(includingc) Prior to or concurrently with the filing of any Prospectus Amendment to the Final Prospectus with the Canadian Securities Regulators, without limitation, Schedule “C” heretothe Corporation will deliver to the Agent documents similar to those referred to in Sections 6(b)(ii) and U.S.to (b)(vii)
Appears in 1 contract
Samples: Agency Agreement
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);; and
(d) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long-form” comfort letter of PricewaterhouseCoopers Davidson and Company 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’ auditor’s 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 Units in compliance with this Agreement and Securities Laws.
(2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) above:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered SharesUnits, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.Business
Appears in 1 contract
Samples: Underwriting Agreement
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver deliver, or cause to be delivered, to each of the Underwriters:
(ai) prior to the time filing of each filing thereofthe Preliminary Prospectus and the Final Prospectus with the Canadian Securities Regulators, 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 Corporation as required by Canadian applicable 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;
(cii) prior to the time filing of filing thereofany Supplementary Material with the Canadian Securities Regulators, a copy of any such Supplementary Material, or other document Material required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian in compliance with applicable 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)Laws;
(diii) concurrently with the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a “long-form” ìlong formî 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)Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation Underwriters and the board of directors of the Corporation, Corporation from the Corporationís Auditors with respect to the verification of financial and accounting information and other numerical data of a financial nature relating to the Corporation contained in the Final Prospectus (including all Documents Incorporated Prospectus, which letter shall be based on a review by Reference) and matters involving changes or developments since the respective dates as Corporationís Auditors within a cut-off date of which specific financial information is given therein not more than two Business Days prior to the date of the letter, which letter shall be in addition to the auditors’ auditorsí consent letter and comfort letter (if any) addressed to the Canadian Securities CommissionsRegulators; and
(eiv) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy copies of correspondence from the TSX conditional approval letter indicating that the application for the listing and posting for trading on the TSX of the Offered Common Shares has (including any Penalty Shares), Warrant Shares, Flow-Through Shares and Compensation Warrant Shares have been approved, approved for listing subject only to satisfaction by the Corporation of the customary certain standard post-closing conditions as specified imposed 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 with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters TSX as set out in Section 4(1) above:
its conditional approval letter dated September 15, 2009 (a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities LawsìStandard Listing Conditionsî).
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.
Appears in 1 contract
Samples: Underwriting Agreement
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the UnderwritersAgent:
(ai) prior to at the time of each filing thereofClosing Time, 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 English language signed and certified by the Corporation as required by Canadian the 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
(eii) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy “long form” comfort letter dated the date of the TSX conditional approval Final Prospectus, in form and substance satisfactory to the Agent, acting reasonably, addressed to the Agent, the Agent’s counsel, and the Corporation from the Corporation’s Auditors with respect to financial and accounting information relating to the Corporation contained 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 letter or comfort letter addressed to the Canadian Securities Regulators;
(iii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a legal opinion of Xxxxxxx Xxxxx LLP dated as of the date of the Final Prospectus with respect to the tax commentary included in the section of the Prospectus entitled "Eligibility for Investment" addressed to the Agent and its legal counsel, in form and content acceptable to the Agent, acting reasonably; and
(iv) 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 CSE of the Offered Shares has and Compensation Option Shares have been approved, approved subject only to satisfaction by the Corporation of the customary post-closing conditions as specified imposed by the TSX. Unless otherwise advised in writing, such deliveries CSE (the “Standard Listing Conditions”).
(b) The Corporation shall also constitute the Corporation’s consent prepare and deliver promptly to the Underwriters’ use Agent signed copies of all Supplementary Material required to be filed by the Offering Documents in connection with the distribution of the Offered Shares Corporation in compliance with this Agreement and the Securities Laws.
(2c) The Delivery of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that Agent that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, as required by Canadian Securities Laws;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished by them specifically for use in a ProspectusAgent) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting, the Prospectus and any Supplementary Material such documents comply fully in all material respects with the requirements of the Canadian Securities Laws.
(3d) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to any Supplementary Material be delivered to the Underwriters Agent without charge, in such quantities numbers and in such cities as the Underwriters Agent may reasonably request by written instructions to the Corporation’s financial printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material given forthwith after the U.S. Private Placement Memorandum for Agent has been advised that the distribution of Corporation has complied with the Offered Shares Securities Laws in the Qualifying Jurisdictions Jurisdictions. Such delivery shall be effected as soon as possible and, in compliance with any event, on or before a date which is two Business Days after the provisions of this Agreement and Canadian Securities Laws Regulators have issued a receipt for the Preliminary Prospectus and the offer Final Prospectus, and sale of on or before a date which is two Business Days after the Offered Shares toCanadian Securities Regulators issue receipts for or accept for filing, or for as the account or benefit ofcase may be, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.any Supplementary Material.
Appears in 1 contract
Samples: Agency Agreement
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);; and
(d) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long-form” comfort letter of PricewaterhouseCoopers MNP 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 Units in compliance with this Agreement and Securities Laws.
(2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) above:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered SharesUnits, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares Units in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares Units to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.
Appears in 1 contract
Samples: Underwriting Agreement
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the Underwriters:
(ai) prior to at the time Time of each filing thereofClosing, copies of the Registration Statement, the Prospectuses, the Amended Preliminary Prospectuses, any other Prospectus Amendments and the Prospectuses, signed and certified by the Corporation as required by the Applicable Securities Laws, if applicable;
(ii) at the Time of Closing, a copy of the Preliminary Prospectus and the Final Prospectus each manually signed on behalf of the Corporation, any Issuer Free Writing Prospectuses or Supplementary Material required to be filed by the persons and Corporation in the form signed and certified as required by Canadian compliance with Applicable 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);
(diii) concurrently with the filing of the Canadian Final Prospectus with the Canadian Securities CommissionsRegulators, a “long-form” form comfort letter of PricewaterhouseCoopers LLP dated the date of the Canadian Final Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter)Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, Underwriters and the directors of the Corporation and from the board of directors auditors of the Corporation, PricewaterhouseCoopers LLP, which has been prepared in accordance with SAS 72 and SAS 100, and contains statements and information of the type ordinarily included in accountants' "comfort letters" to U.S. underwriters with respect to the verification of financial statements and certain financial information contained in the U.S. Prospectus and the Canadian Prospectus with respect to financial and accounting information and other numerical data of a financial nature relating to the Corporation contained in the Final Prospectus (including all Documents Incorporated Prospectuses and Registration Statement, which letter shall be based on a review by Reference) PricewaterhouseCoopers LLP within a cut-off date of not more than two business days prior to the date of the letter, 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 and/or comfort letter (if any) addressed to the Canadian Securities CommissionsRegulators in the Qualifying Provinces; and
(eiv) prior to the filing of the Canadian Final Prospectus with the Canadian Securities CommissionsRegulators or the final Amendment to the Registration Statement with the SEC, a copy copies of correspondence from the TSX conditional approval letter and AMEX indicating that the application Offered Shares have been approved for the listing and posting for trading on the TSX of the Offered Shares has been approved, and AMEX or otherwise subject only to satisfaction by the Corporation of the customary such post-closing conditions as specified imposed by the TSX. Unless otherwise advised in writing, such deliveries shall also constitute TSX and AMEX (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"Standard Listing Conditions").
(2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) above:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.
Appears in 1 contract
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the Underwriters:
(ai) prior to at the time of each filing thereofClosing Time, 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 English language signed and certified by the Corporation as required by Canadian the Securities LawsLaws of the Qualifying Jurisdictions;
(bii) a copy of at 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 thereofClosing Time, a copy of any Supplementary Material, or other document Material required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian in compliance with 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)Laws;
(diii) concurrently with the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a “long-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)Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation Underwriters and the board of directors of the Corporation from the Corporation, ’s Auditors 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 Prospectus, which letter shall be based on a review by Reference) and matters involving changes or developments since the respective dates as Corporation’s Auditors within a cut-off date of which specific financial information is given therein not more than two Business Days prior to the date of the letter, which letter shall be in addition to the any auditors’ consent letter and or comfort letter (if any) addressed to the Canadian Securities CommissionsRegulators; and
(eiv) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy copies of the TSX conditional approval letter correspondence indicating that the application for the listing and posting for trading on the TSX of the Offered Debentures and the Common Shares has issuable upon conversion, redemption or maturity of the Offered Debentures have been approved, approved for listing subject only to satisfaction by the Corporation of the customary post-closing conditions as specified imposed by the TSX. Unless otherwise advised in writing, such deliveries TSX (the “Standard Listing Conditions”).
(b) The Corporation shall also constitute prepare and deliver promptly to the Corporation’s consent Underwriters signed copies of all Supplementary Material and shall deliver to the Underwriters’ , as soon as practicable after the Preliminary Prospectus, the Final Prospectus and any Supplementary Material are prepared, the private placement memorandum incorporating the Preliminary Prospectus, the Final Prospectus or any Supplementary Material, as the case may be, prepared for use of the Offering Documents in connection with the distribution offering for sale of the Offered Shares Debentures in compliance with this Agreement and Securities Lawsthe United States (the “U.S. Memorandum”) and, forthwith after preparation, any amendment to the U.S. Memorandum.
(2c) The Delivery of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished provided by them specifically the Underwriters in writing expressly for use inclusion in a the Preliminary Prospectus, the Final Prospectus or any Supplementary Material) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, as required by Canadian Securities LawsDebentures;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished by them specifically for use in a ProspectusUnderwriters) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to the Underwriters and furnished provided by them specifically the Underwriters in writing expressly for use inclusion in a the Preliminary Prospectus, the Final Prospectus or any Supplementary Material, such documents comply in all material respects with the requirements of the Securities Laws of the Qualifying Jurisdictions. Such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material comply fully in connection with the requirements distribution of the Canadian Offered Debentures in the Qualifying Jurisdictions in compliance with this Agreement and the Securities LawsLaws unless otherwise advised in writing.
(3d) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and Prospectus, the U.S. Private Placement Memorandum, as the case may be, Memorandum and any Supplementary Material to be delivered to the Underwriters without charge, in such quantities numbers and in such cities in the Qualifying Jurisdictions as the Underwriters may reasonably request by written instructions to the Corporation’s financial printer of such documents the Preliminary Prospectus and the Final Prospectus given forthwith after the Underwriters have been advised that the Corporation has complied with the Securities Laws in the Qualifying Jurisdictions. Such delivery shall be effected as soon as possible and, in any event, on or before a date which is two Business Day after obtaining compliance with applicable Securities Laws in the Qualifying Jurisdictions with respect to the Preliminary Receipt or Prospectus and the Final ReceiptProspectus, and on or before a date which is two Business Days after the Canadian Securities Regulators issue receipts for or accept for filing, as the case may be, but, in any event on or before noon Supplementary Material.
(Toronto timee) During the period commencing on the next Business Day (or for delivery locations outside date hereof and until completion of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in Debentures, the Qualifying Jurisdictions in compliance with Corporation will promptly provide to the provisions Underwriters drafts of this Agreement and Canadian Securities Laws any press releases of the Corporation for review by the Underwriters and the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.Underwriters’ counsel prior to issuance.
Appears in 1 contract
Samples: Underwriting Agreement (Wi-Lan Inc.)
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, along with a copy of the applicable U.S. Private Placement Memorandum;
(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);
(dc) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long-form” comfort letter of PricewaterhouseCoopers LLP each of the current and prior auditors of the Corporation, as applicable, dated the date of the Final Prospectus (with the requisite procedures to be completed by each 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 Underwriters and the board of directors of the Corporation, with respect to the verification of certain financial and accounting information and other numerical data of a financial nature contained relating to the Corporation in the Final Prospectus (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 reports incorporated by reference in the Securities CommissionsFinal Prospectus; and
(ed) 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 TSXTSX (the “Standard Listing Conditions”). 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 with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovedelivery:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documentsreference) (except information and statements relating solely to the Underwriters and furnished by them in writing specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them in writing specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the applicable U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the filing of the Preliminary Receipt Prospectus or the Final ReceiptProspectus, as the case may be, with the Securities Commissions, but, in any event on or before noon (Toronto time) on the next Business Day after obtaining the receipt therefor (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, Prospectus and the Final Prospectus and the U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and Laws, of the applicable U.S. Private Placement Memorandum for the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement and U.S. Securities Laws, and for the offer and sale of the Offered Shares (includingor CDIs in respect of those Offered Shares) in Australia in compliance with the provisions of this Agreement and Australian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without limitationcost, Schedule such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Shares.
(4) Each of the Corporation and the Underwriters have approved the Marketing Material, including the template version thereof which the Corporation has filed with the Securities Commissions and which is and will be incorporated by reference into the Prospectus, as the case may be. The Corporation and the Underwriters covenant and agree that during the distribution of the Offered Shares, they will not provide any potential investor of Offered Shares with any marketing materials except for marketing materials that comply with, and have been approved in accordance with, NI 44-101. If requested by the Underwriters, in addition to the Marketing Material, the Corporation will cooperate, acting reasonably, with the Underwriters in approving any other marketing materials to be used in connection with the Offering.
(5) Subject to compliance with Securities Laws, 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 Underwriters drafts of any press releases of the Corporation for review by the Underwriters prior to issuance and shall obtain the prior approval of the Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall comply with Rule 135e under the U.S. Securities Act and shall include an appropriate notation on each page as follows: “C” hereto) and U.S.Not for distribution to the U.S. news wire services, or dissemination in the United States”.
Appears in 1 contract
Samples: Underwriting Agreement
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 Qualification 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 to be incorporated by reference in the Final Base Prospectus or the Qualification Prospectus (other than documents already filed publicly with a Securities Commission);
(dc) concurrently with the filing of the Final Qualification Prospectus with the Securities Commissions, a “long-form” comfort letter of PricewaterhouseCoopers LLP and the auditors of the Iconix Parties, as applicable, dated the date of the Final Qualification 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 Underwriters and the board of directors and officers of the Corporation, with respect to the verification of certain financial and accounting information relating to the Corporation and other numerical data of a financial nature contained the Iconix Parties, as applicable, in the Final Prospectus (Qualification 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 reports incorporated by reference in the Securities CommissionsQualification Prospectus; and
(ed) prior to the time of filing of the Final Qualification Prospectus with the Securities Commissions, favourable legal opinions from legal counsel to the Corporation acceptable to the Co-Lead Underwriters, regarding certain material Subsidiaries in a copy form acceptable to the Co-Lead Underwriters and their legal counsel, acting reasonably, to the effect set out below:
(i) the Subsidiaries having been incorporated and existing under their jurisdiction of incorporation;
(ii) the Subsidiaries having the corporate power and capacity to own and lease their properties and assets and to conduct their businesses as described in the Qualification Prospectus; and
(iii) as to the authorized and issued share capital of the TSX conditional approval letter indicating that the application for the listing and posting for trading on the TSX Subsidiaries, all of the Offered Shares has been approvedwhich are owned, subject only to satisfaction directly or indirectly, 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 with respect to the Offering Documents Preliminary Base Prospectus, the Base Prospectus and the Qualification Prospectus, as applicable, that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovedelivery:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documentsreference) (except information and statements relating solely to the Underwriters and furnished by them in writing specifically for use in a the Qualification Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Offering, the Underlying Debentures and the Offered Debenture Shares, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them in writing specifically for use in a the Qualification Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Preliminary Base Prospectus, the Base Prospectus and any Supplementary Material the Qualification Prospectus, as applicable, comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Qualification Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or filing of the Final Receipt, as Qualification Prospectus with the case may beSecurities Commissions, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on after the second Business Day). Such deliveries shall constitute the consent filing of the Qualification Prospectus. The Corporation shall cause to be provided to the Underwriters’ , without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the filing of the Preliminary Qualification Prospectus.
(4) Subject to compliance with Canadian Securities Laws, during the Final Prospectus period commencing on the date hereof and the U.S. Private Placement Memorandum for until completion of the distribution of the Offered Shares in Underlying Debentures, the Qualifying Jurisdictions in compliance with Corporation will promptly provide to the provisions Co-Lead Underwriters drafts of this Agreement and Canadian Securities Laws and the offer and sale any press releases of the Offered Shares toCorporation relating to the distribution of the Underlying Debentures for review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or for delayed. If required by U.S. Securities Laws, any press release announcing or otherwise referring to the account or benefit of, persons Offering disseminated in the United States in compliance shall comply with the provisions requirements of this Agreement Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation substantially as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”.
(including5) The Corporation will not have any obligation to register any of the Subscription Receipts, without limitationthe Special Warrants, Schedule “C” hereto) and U.S.the Underlying Debentures or the Debenture Shares under the U.S. Securities Act or applicable state securities laws.
Appears in 1 contract
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, the Amended 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 the Canadian Securities LawsLaws applicable in the Qualifying Jurisdictions, together with any Documents Incorporated by Reference not previously filed;
(b) a copy of the preliminary Preliminary U.S. Private Placement Memorandum, the U.S. Private Placement Memorandum or the final U.S. Private Placement MemorandumSupplementary Material, if and as applicable, including any amendments thereto;
(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 letters of PricewaterhouseCoopers LLP each of the Corporation’s Auditors and, if applicable, the Predecessor Auditors 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 information 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’ auditor’s report incorporated by reference into the Prospectus, the auditor’s consent letter and comfort letter (if any) addressed to the Securities Commissions; and
(e) prior to the filing of the Final Prospectus with Prospectus, evidence satisfactory to the Securities Commissions, a copy Underwriters of the TSX approval (or conditional approval letter indicating that the application for approval) of the listing and posting for trading on the TSX Exchange of the Common Shares partially comprising the Offered Units and the Warrant Shares has been approvedissuable upon exercise of the Warrants, subject only to the satisfaction by the Corporation of the customary post-closing conditions as specified imposed by the TSXExchange in similar circumstances (the “Standard Listing Conditions”). 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 Securities in compliance with this Agreement and Securities Laws.
(2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) above:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them the Underwriters specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered SharesSecurities, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them the Underwriters specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully in all material respects with the requirements of the Canadian Securities Laws; and
(d) except as set forth or contemplated in the Prospectus or as has otherwise been publicly disclosed, there has been no material change (actual, anticipated, contemplated, proposed or, to the knowledge of the Corporation, threatened) in the business, affairs, business prospects, operations, asset liabilities (contingent or otherwise) or capital of the Corporation since the end of the period covered by the Corporation Financial Statements included in the Documents Incorporated by Reference.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, Amended Preliminary Prospectus, the Final Prospectus Prospectus, the Preliminary U.S. Private Placement Memorandum and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt, Amended Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, Amended Preliminary Prospectus, the Final Prospectus and Prospectus, the Preliminary U.S. Private Placement Memorandum for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.Placement
Appears in 1 contract
Samples: Underwriting Agreement
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 Qualification 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 to be incorporated by reference in the Final Base Prospectus or the Qualification Prospectus (other than documents already filed publicly with a Securities Commission);
(dc) concurrently with the filing of the Final Qualification Prospectus with the Securities Commissions, a “long-form” comfort letter of PricewaterhouseCoopers MNP LLP dated the date of the Final Qualification 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 Underwriters and the board of directors and officers of the Corporation, with respect to the verification of certain financial and accounting information and other numerical data of a financial nature contained relating to the Corporation in the Final Prospectus (Qualification 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 auditor’s report incorporated by reference in the Securities CommissionsQualification Prospectus; and
(ed) prior to the time of filing of the Final Qualification Prospectus with the Securities Commissions, favourable legal opinions from legal counsel to the Corporation acceptable to the Co-Lead Underwriters, regarding certain material Subsidiaries in a copy form acceptable to the Co-Lead Underwriters and their legal counsel, acting reasonably, to the effect set out below:
(i) the Subsidiaries having been incorporated and existing under their jurisdiction of incorporation;
(ii) the Subsidiaries having the corporate power and capacity to own and lease their properties and assets and to conduct their businesses as described in the Qualification Prospectus; and
(iii) as to the authorized and issued share capital of the TSX conditional approval letter indicating that the application for the listing and posting for trading on the TSX Subsidiaries, all of the Offered Shares has been approved, subject only to satisfaction which are owned 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 with respect to the Offering Documents Preliminary Base Prospectus and the Base Prospectus that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovedelivery:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documentsreference) (except information and statements relating solely to the Underwriters and furnished by them in writing specifically for use in a the Qualification Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Underlying Shares, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them in writing specifically for use in a the Qualification Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Preliminary Base Prospectus and any Supplementary Material the Base Prospectus comply fully with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Qualification Prospectus and the U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or filing of the Final Receipt, as Qualification Prospectus with the case may beSecurities Commissions, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on after the second Business Day). Such deliveries shall constitute the consent filing of the Qualification Prospectus. The Corporation shall cause to be provided to the Underwriters’ , without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the filing of the Preliminary Qualification Prospectus.
(4) Subject to compliance with Canadian Securities Laws, during the Final Prospectus period commencing on the date hereof and the U.S. Private Placement Memorandum for until completion of the distribution of the Offered Shares in Underlying Shares, the Qualifying Jurisdictions in compliance with Corporation will promptly provide to the provisions Co-Lead Underwriters drafts of this Agreement and Canadian Securities Laws and the offer and sale any press releases of the Offered Corporation relating to the distribution of the Underlying Shares tofor review by the Co-Lead Underwriters prior to issuance and shall obtain the prior approval of the Co-Lead Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or for delayed. If required by Securities Laws, any press release announcing or otherwise referring to the account or benefit of, persons Offering disseminated in the United States in compliance shall comply with the provisions requirements of this Agreement Rule 135c under the U.S. Securities Act and any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on each page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”.
(including5) The Corporation will not have any obligation to register any of the Subscription Receipts, without limitation, Schedule “C” hereto) and U.S.the Special Warrants or the Underlying Shares under the U.S. Securities Act.
Appears in 1 contract
Samples: Underwriting Agreement (Merus Labs International Inc.)
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver deliver, or cause to be delivered, to each of the Underwriters:
(ai) prior to the time filing of each filing thereofthe Preliminary Prospectus and the Final Prospectus with the Securities Commissions in the Canadian Offering Jurisdictions, 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 Corporation as required by Canadian Applicable 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;
(cii) prior to the time filing of filing thereofany Supplementary Material with the Securities Commissions in the Canadian Offering Jurisdictions, a copy of any such Supplementary Material, or other document Material required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian in compliance with Applicable Securities Laws in connection with the OfferingLaws, including any document incorporated by reference in the Final Prospectus (other than documents already filed publicly with a Securities Commission);and
(diii) concurrently with the filing of the Final Prospectus with the Securities CommissionsCommissions in the Canadian Offering Jurisdictions, a “long-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)Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation Underwriters and the board of directors of the Corporation from the Corporation, ’s auditors with respect to the verification of financial and accounting information and other numerical data of a financial nature relating to the Corporation contained in the Final Prospectus (including all Documents Incorporated Prospectus, which letter shall be based on a review by Reference) and matters involving changes or developments since the respective dates as Corporation’s auditors within a cut-off date of which specific financial information is given therein 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 (if any) addressed to the Securities Commissions; andCommissions in the Canadian Offering Jurisdictions.
(eb) prior to Delivery of the filing of Preliminary Prospectus, 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 any Supplementary Material by the Corporation shall constitute the representation and warranty 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 with respect to the Offering Documents that that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished provided by them specifically for use the Underwriters in a writing) contained in the Preliminary Prospectus) , the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, correct in all material respects, respects and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, as required by Canadian Securities LawsQualified Securities;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished provided by them specifically for use the Underwriters in a Prospectuswriting) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to the Underwriters and furnished provided by them specifically for the Underwriters in writing, such documents comply in all material respects with the requirements of Applicable Securities Laws in the Canadian Offering Jurisdictions. Such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use in a of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material comply fully in connection with the requirements distribution of the Qualified Securities in the Canadian Offering Jurisdictions in compliance with this Agreement and Applicable Securities Laws.
(3c) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, any Supplementary Material to be delivered to the Underwriters without charge, in such quantities numbers and in such cities locations as the Underwriters may reasonably request by written instructions to the Corporation’s financial printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material. Such delivery shall be effected as soon as possible and, in any event, on or before the U.S. Private Placement Memorandum date which is one Business Day for deliveries to be made in Toronto and two Business Days for deliveries to be made outside of Toronto after the distribution Ontario Securities Commission, as principal regulator, has issued a receipt in accordance with NP 11-202 in respect of the Offered Shares Preliminary Prospectus and the Final Prospectus, and on or before a date which is two Business Days after the Securities Commissions in the Qualifying Canadian Offering Jurisdictions issue receipts in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer and sale of the Offered Shares torespect of, or accept for filing, as the account or benefit ofcase may be, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.any Supplementary Material.
Appears in 1 contract
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the UnderwritersAgents:
(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;
(ci) prior to the time of filing thereofthereof with the Canadian Securities Commissions, a copy of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Final Prospectus signed and certified by the Corporation as required by applicable Canadian Securities Laws in the Qualifying Provinces;
(ii) prior to the time of filing thereof with the Canadian Securities Commissions, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under applicable Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in filing of the Final Prospectus (other than documents already filed publicly with a Securities Commission)Prospectus;
(diii) concurrently with the filing of the Final Prospectus with the Canadian 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)Prospectus, in form and substance satisfactory to the UnderwritersAgents, acting reasonably, addressed to the Underwriters, the Corporation Agents and the board of directors of the Corporation from the Corporation, ’s Auditors with respect to the verification of financial and accounting information and other numerical data of a financial nature Financial Information contained in the Final Prospectus (including all Documents Incorporated Prospectus, which letter shall be based on a review by Reference) and matters involving changes or developments since the respective dates as Corporation’s Auditors within a cut-off date of which specific financial information is given therein not more than two Business Days prior to the date of such letter, which letter shall be in addition to the auditors’ report incorporated by reference in the Final Prospectus and the auditors’ consent letter and comfort letter (if any) addressed to the Canadian Securities Commissions; and;
(eiv) prior to the filing of the Final Prospectus with the Canadian Securities Commissions, a copy legal opinions addressed to the Agents, in form and substance satisfactory to the Agents, acting reasonably, dated as of the TSX conditional approval letter date of the Final Prospectus, from counsel to the Corporation and where appropriate, counsel in the other jurisdictions, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of the Corporation, as appropriate, regarding the compliance of the Corporation and any entities in which it holds Investments with applicable United States state laws relating to the manufacture, cultivation, importation, possession, sale or distribution of cannabis;
(v) as soon as practicable after the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus, the Final Prospectus and any Supplementary Material are prepared, the private placement memorandum incorporating the Preliminary Prospectus, the Amended and Restated 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 Offered Shares in the United States and to, or for the account or benefit of, U.S. Persons (the “U.S. Private Placement Memorandum”) and, forthwith after preparation, any amendment to the U.S. Private Placement Memorandum; and
(vi) prior to the filing of the Final Prospectus with the Canadian Securities Commissions, copies of correspondence indicating that the application for the listing and posting for trading on the TSX CSE of the Offered Shares Shares, when issued, has been approved.
(b) The Corporation shall also prepare and deliver promptly to the Agents signed copies of all Supplementary Material. Concurrently with the delivery of any Supplementary Material or the incorporation by reference in the Prospectus of any subsequent Disclosure Document, subject only the Corporation shall deliver to satisfaction the Agents, with respect to such Supplementary Material or subsequent Disclosure Document, a comfort letter substantially similar to that referred to in subsection 5(a)(iii) hereof.
(c) Filing and delivery to the Agents in accordance with this Agreement of any Offering Document shall constitute a representation and warranty 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 with respect to the Offering Documents that Agents that, as at their respective dates, dates of delivery to the Underwriters as set out in Section 4(1) abovefiling and dates of delivery:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished Agents, which have been provided by them the Agents to the Corporation in writing specifically for use in a Prospectusany of the Offering Documents (collectively, “Agents’ Information”)) contained in such Offering Documents are true and correct, in all material respects, correct and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the CorporationCorporation and the Offering, the Offering and the Offered Shares, the Over-Allotment Option and the Agents’ Warrants as required by applicable Canadian Securities Laws and applicable U.S. Securities Laws;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which from such disclosure (except for Agents’ Information) that is required to be stated in such disclosure or that is necessary to make the statements or information a statement contained in such disclosure not misleading in the light of the circumstances under which it was made;
(iii) all statistical and market-related information and statements contained in the Offering Documents are based or derived from sources that the Corporation believes to be reliable and accurate in all material respects;
(iv) the information and statements (except for Agents’ Information) contained in the U.S. Placement Memorandum, including, without limitation, the documents incorporated or deemed to be incorporated by reference therein, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the information presented and the statements made, in the light of the circumstances under which they were presented or made;, not misleading, within the meaning of the U.S. Securities Laws; and
(cv) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use any Agents’ Information, such documents comply in a Prospectus, the Prospectus and any Supplementary Material comply fully all material respects with the requirements of the Canadian Securities Laws.
(3) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus Laws and the applicable U.S. Private Placement Memorandum, as Securities Laws. Such filings shall also constitute the case may be, to be delivered Corporation's consent to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the UnderwritersAgents’ use of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum for any Supplementary Material in connection with the distribution of the Offered Shares in the Qualifying Jurisdictions Provinces in compliance with the provisions of this Agreement and Canadian Securities Laws and the offer use of the U.S. Placement Memorandum for offers and sale sales of the Offered Shares to, or for the account or benefit of, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.States.
Appears in 1 contract
Samples: Agency Agreement
Deliveries on Filing and Related Matters. (1a) The Corporation shall deliver to each of the UnderwritersAgent:
(ai) prior to at the time of each filing thereofClosing Time, 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 English language signed and certified by the Corporation as required by Canadian the 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
(eii) prior to the filing of the Final Prospectus with the Canadian Securities CommissionsRegulators, a copy “long form” comfort letter dated the date of the TSX conditional approval Final Prospectus, in form and substance satisfactory to the Agent, acting reasonably, addressed to the Agent, the Agent’s counsel, 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 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 Final Prospectus, which letter shall be in addition to any auditors’ consent letter or comfort letter addressed to the Canadian Securities Regulators; 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 CSE of the Offered Common Shares, including the Unit Shares, Unit Warrant Shares, Agent’s Unit Shares, Agent’s Warrant Shares, CF Unit Shares has and CF Unit Warrant Shares have been approved, approved subject only to satisfaction by the Corporation of the customary post-closing conditions as specified imposed by the TSX. Unless otherwise advised in writing, such deliveries CSE (the “Standard Listing Conditions”).
(b) The Corporation shall also constitute the Corporation’s consent prepare and deliver promptly to the Underwriters’ use Agent signed copies of all Supplementary Material required to be filed by the Offering Documents in connection with the distribution of the Offered Shares Corporation in compliance with this Agreement and the Securities Laws.
(2c) The Delivery of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material by the Corporation represents shall constitute the representation and warrants warranty of the Corporation to the Underwriters with respect to the Offering Documents that Agent that, as at their respective dates of delivery to the Underwriters as set out in Section 4(1) abovefiling:
(ai) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for use the Agent in a Prospectuswriting) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering Corporation and the Offered Shares, as required by Canadian Securities LawsUnits;
(bii) no material fact or information in such documents (including information and statements incorporated by reference) has been omitted therefrom (except facts or information and statements relating solely to the Underwriters and furnished by them specifically for use in a ProspectusAgent) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;; and
(ciii) except with respect to any information and statements relating solely to the Underwriters Agent and furnished provided by them specifically for the Agent in writing, such documents comply in all material respects with the requirements of the Securities Laws. Such deliveries shall also constitute the Corporation’s consent to the Agent’s use in a Prospectus, of the Prospectus and any Supplementary Material comply fully in connection with the requirements distribution of the Canadian Securities LawsOffered Units in the Qualifying Jurisdictions.
(3d) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Private Placement Memorandum, as the case may be, to any Supplementary Material be delivered to the Underwriters Agent without charge, in such quantities numbers and in such cities as the Underwriters Agent may reasonably request by written instructions to the Corporation’s financial printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material given forthwith after the U.S. Private Placement Memorandum for Agent has been advised that the distribution of Corporation has complied with the Offered Shares Securities Laws in the Qualifying Jurisdictions Jurisdictions. Such delivery shall be effected as soon as possible and, in compliance with any event, on or before a date which is two Business Days after the provisions of this Agreement and Canadian Securities Laws Regulators have issued a receipt for the Preliminary Prospectus and the offer Final Prospectus, and sale of on or before a date which is two Business Days after the Offered Shares toCanadian Securities Regulators issue receipts for or accept for filing, or for as the account or benefit ofcase may be, persons in the United States in compliance with the provisions of this Agreement (including, without limitation, Schedule “C” hereto) and U.S.any Supplementary Material.
Appears in 1 contract
Samples: Agency Agreement
