Deliveries on Filing and Related Matters. (a) In connection with the Preliminary Prospectus (and prior to or concurrently with the filing thereof, as applicable), the Company: (i) will file, concurrently with the execution of this Agreement, the Preliminary Prospectus and obtain the Preliminary Receipt prior to 5:00 p.m. (Vancouver time) on the date hereof and will take all other steps and proceedings that may be necessary in connection therewith; (ii) will deliver or cause to be delivered to the Underwriter a copy of the Preliminary Prospectus manually signed and certified on behalf of the Company, by the persons and in the form as required by Canadian Securities Laws; (iii) will deliver or cause to be delivered to the Underwriter a copy of any other document required to be filed with or delivered to the Securities Commissions in connection with the Offering, including any Supplementary Material or Document Incorporated by Reference in the Preliminary Prospectus (other than any document already filed publicly with the Securities Commissions); (iv) if requested by the Underwriter, will deliver or caused to be delivered to the Underwriter a copy of the U.S. Placement Memorandum in respect of the Preliminary Prospectus; and (v) will deliver to the Underwriter, without charge, as soon as practicable but in any event by the next Business Day (or for delivery locations outside of Vancouver, on the second Business Day) after the Preliminary Receipt is obtained (and will thereafter deliver from time to time), as many commercial copies of the Preliminary Prospectus and the applicable U.S. Placement Memorandum (and any Supplementary Material) as the Underwriter reasonably requested (and may hereafter reasonably request) for the purposes contemplated hereunder and contemplated by applicable Securities Laws and each such delivery of the Preliminary Prospectus and the applicable U.S. Placement Memorandum (and any Supplementary Material) shall constitute the consent of the Company to the use of such documents by the Underwriter, the U.S. Affiliates and each Selling Firm in connection with the Offering, subject to the Underwriter, the U.S. Affiliates and each Selling Firm complying with the provisions of applicable Securities Laws and the provisions of this Agreement. (b) In connection with the Final Prospectus (and prior to or concurrently with the filing thereof, as applicable), the Company: (i) will (A) have satisfied all comments made and deficiencies raised by the Securities Commissions with respect to the Preliminary Prospectus, (B) file the Final Prospectus and obtain the Final Receipt prior to 5:00 p.m. (Vancouver time) on July 31, 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 or cause to be delivered to the Underwriter a copy of the Final Prospectus manually signed and certified on behalf of the Company, by the persons and in the form as required by Canadian Securities Laws; (iii) will deliver or cause to be delivered to the Underwriter a copy of any other document required to be filed with or delivered to the Securities Commissions in connection with the Offering, including any Supplementary Material or Document Incorporated by Reference in the Final Prospectus (other than any document already filed publicly with the Securities Commissions); (iv) will cause the Company’s Auditors to deliver a “long-form” comfort letter, dated the date of the Final Prospectus, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter and the directors of the Company, with respect to the verification of financial and accounting information and other numerical data of a financial nature contained in the Final Prospectus, and matters involving changes or developments since the respective dates as of which specified financial information is given therein, which letter shall be based on a review by the Company’s Auditors within a cut-off date of not more than two Business Days prior to the date of the letter and which letter shall be in addition to the Company’s Auditors’ consent letter addressed to the Securities Commissions; (v) if requested by the Underwriter, will deliver or cause to be delivered to the Underwriter a copy of the U.S. Placement Memorandum in respect of the Final Prospectus; (vi) will deliver to the Underwriter and their counsel, copies of all correspondence indicating that the application for the listing and posting for trading on the CSE of the Unit Shares, the Warrant Shares, the Compensation Unit Shares, the Compensation Unit Warrant Shares, the Corporate Finance Fee Shares and the Corporate Finance Fee Warrant Shares has been approved, subject only to satisfaction by the Company of certain standard post- closing conditions imposed by the CSE; and (vii) will deliver to the Underwriter, without charge, as soon as practicable but in any event by the next Business Day (or for delivery locations outside of Vancouver, on the second Business Day) after the Final Receipt is obtained (and will thereafter deliver from time to time), as many commercial copies of the Final Prospectus and the applicable U.S. Placement Memorandum (and any Supplementary Material) as the Underwriter may reasonably request for the purposes contemplated hereunder and contemplated by applicable Securities Laws and each such delivery of the Final Prospectus and the applicable U.S. Placement Memorandum (and any Supplementary Material) shall constitute the consent of the Company to the use of such documents by the Underwriter 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. (c) Prior to or concurrently with the filing of any Prospectus Amendment to the Preliminary Prospectus with the Securities Commissions, the Company will deliver to the Underwriter documents similar to those referred to in Sections 6(a)(ii)to 6(b)(vi) inclusive and prior to or concurrently with the filing of any Prospectus Amendment to the Final Prospectus with the Securities Commissions, the Company will deliver to the Underwriter documents similar to those referred to in Sections 6(b)(ii) to 6(b)(vii)
Appears in 1 contract
Samples: Underwriting Agreement
Deliveries on Filing and Related Matters. (a) In connection with the Preliminary Prospectus (and prior to or concurrently with the filing thereof, as applicable), the CompanyCorporation:
(i) will file, concurrently with the execution of this Agreement, prepared and filed the Preliminary Prospectus pursuant to the Passport System and obtain the Preliminary Receipt prior to 5:00 p.m. (Vancouver time) on the date hereof National Instrument 44-101, and will take took all other steps and proceedings that may be necessary in connection therewiththerewith and received the Preliminary Receipt;
(ii) will deliver delivered or cause caused to be delivered to the Underwriter Lead Agent a copy of the Preliminary Prospectus manually signed and certified on behalf of the CompanyCorporation, by the persons and in the form as required by Canadian Securities Laws;
(iii) will deliver or cause to be delivered to the Underwriter a copy of any other document required to be filed with or delivered to the Securities Commissions in connection with the Offering, including any Supplementary Material or Document Incorporated by Reference in the Preliminary Prospectus (other than any document already filed publicly with the Securities Commissions);
(iv) if requested by the Underwriter, will deliver or caused to be delivered to the Underwriter Lead Agent a copy of any Supplementary Material; and
(iv) delivered or caused to be delivered to the Lead Agent a copy of the preliminary U.S. Placement Memorandum Memorandum.
(b) In connection with the Amended and Restated Preliminary Prospectus (and prior to or concurrently with the filing thereof, as applicable), the Corporation:
(i) prepared and filed the Amended and Restated Preliminary Prospectus pursuant to the Passport System and National Instrument 44-101, and took all other steps and proceedings that may be necessary in respect connection therewith and received the Amended and Restated Preliminary Receipt;
(ii) delivered or caused to be delivered to the Agents copies of the Amended and Restated Preliminary ProspectusProspectus 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 Agents copies of any Supplementary Material; and
(viv) will deliver delivered or caused to be delivered to the Underwriter, without charge, as soon as practicable but in any event by the next Business Day (or for delivery locations outside of Vancouver, on the second Business Day) after the Preliminary Receipt is obtained (and will thereafter deliver from time to time), as many commercial Agents copies of the Preliminary Prospectus amended and the applicable restated preliminary U.S. Placement Memorandum (and any Supplementary Material) as the Underwriter reasonably requested (and may hereafter reasonably request) for the purposes contemplated hereunder and contemplated by applicable Securities Laws and each such delivery of the Preliminary Prospectus and the applicable U.S. Placement Memorandum (and any Supplementary Material) shall constitute the consent of the Company to the use of such documents by the Underwriter, the U.S. Affiliates and each Selling Firm in connection with the Offering, subject to the Underwriter, the U.S. Affiliates and each Selling Firm complying with the provisions of applicable Securities Laws and the provisions of this AgreementMemorandum.
(bc) In connection with the Final Prospectus (and prior to or concurrently with the filing thereof, as applicable), the CompanyCorporation:
(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 5:00 p.m. (Vancouver time) on July 31, 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 or cause to be delivered to the Underwriter a copy Agents copies of the Final Prospectus manually signed and certified on behalf of the CompanyCorporation, by the persons and in the form as required by Canadian Securities Laws;
(ii) will deliver or cause to be delivered to the Agents copies of any Supplementary Material (other than any document already filed publicly with a Canadian Securities Regulator);
(iii) will deliver or cause to be delivered to the Underwriter a copy Agents copies 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 any document already filed publicly with the Securities Commissions)U.S. Placement Memorandum;
(iv) will cause the CompanyCorporation’s Auditors to deliver a “long-form” comfort letter, dated the date of the Final Prospectus, in form and substance satisfactory to the UnderwriterAgents, acting reasonably, addressed to the Underwriter Agents and the directors of the CompanyCorporation, with respect to the verification of financial and accounting information and other numerical data of a financial nature contained in the Final Prospectus, and matters involving changes or developments since the respective dates as of which specified financial information is given therein, which letter shall be based on a review by the CompanyCorporation’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 CompanyCorporation’s Auditors’ consent letter addressed to the Securities Commissions;letter; and
(v) if requested by the Underwriter, will deliver or cause to be delivered to the Underwriter a copy of the U.S. Placement Memorandum in respect of the Final Prospectus;
(vi) will deliver to the Underwriter and their counsel, copies of all correspondence indicating that the application for the listing and posting for trading on the CSE of the Unit Shares, the Warrant Shares, the Compensation Unit Shares, the Compensation Unit Warrant Shares, the Corporate Finance Fee Shares and the Corporate Finance Fee Warrant Shares has been approved, subject only to satisfaction by the Company of certain standard post- closing conditions imposed by the CSE; and
(vii) will deliver to the UnderwriterAgents, without charge, as soon as practicable but in any event by the next first Business Day (or for delivery locations outside of Vancouver, on the second Business Day) after the Final Receipt is obtained (and will thereafter deliver from time to time), as many commercial copies of the Final Prospectus and the applicable U.S. Placement Memorandum (and any Supplementary Material) and the final U.S. Placement Memorandum as the Underwriter 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 applicable final U.S. Placement Memorandum (and any Supplementary Material) shall constitute the consent of the Company Corporation to the use of such documents by the Underwriter Agents and each Selling Firm in connection with the Offeringdistribution of the Offered Securities, the Over-Allotment Option and the Broker Securities, subject to the Underwriter Agents and each Selling Firm complying with the provisions of applicable Securities Laws and the provisions of this Agreement.
(cd) Prior to or concurrently with the filing of any Prospectus Amendment to the Preliminary Prospectus with the Securities Commissions, the Company will deliver to the Underwriter documents similar to those referred to in Sections 6(a)(ii)to 6(b)(vi) inclusive and prior to or concurrently with the filing of any Prospectus Amendment to the Final Prospectus with the Canadian Securities CommissionsRegulators, the Company Corporation will deliver to the Underwriter Agents documents similar to those referred to in Sections 6(b)(ii7(c)(ii) to 6(b)(vii(c)(v)
Appears in 1 contract
Samples: Agency Agreement
Deliveries on Filing and Related Matters. (a) In connection with the Preliminary Prospectus (and prior to or concurrently with the filing thereof, as applicable), the CompanyCorporation:
(i) prepared and filed the Preliminary Prospectus pursuant to the Passport 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 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 Agent 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 Preliminary Final Prospectus pursuant to the Passport System and National Instrument 44-101, will obtain the Preliminary Final Receipt for the Final Prospectus prior to 5:00 p.m. (Vancouver Toronto time) on the date hereof (or such later date or time as reasonably agreed to by the Corporation and the Agent) and will take all other steps and proceedings that may be necessary in connection therewithorder to qualify the Offered Securities, the Over-Allotment Securities and the Agent’s Warrants 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 Agent);
(ii) will deliver or cause to be delivered to the Underwriter Agent a copy of the Preliminary Final Prospectus manually signed and certified on behalf of the CompanyCorporation, by the persons and in the form as required by Canadian Securities Laws;
(iii) will deliver or cause to be delivered to the Underwriter Agent a copy of any other document required to be filed with or delivered to the Securities Commissions in connection with the Offering, including any Supplementary Material or Document Incorporated by Reference in the Preliminary Prospectus (other than any document already filed publicly with the Securities Commissions);
(iv) if requested by the Underwriter, will deliver or caused to be delivered to the Underwriter a copy of the U.S. Placement Memorandum in respect of the Preliminary Prospectus; and
(v) will deliver to the Underwriter, without charge, as soon as practicable but in any event by the next Business Day (or for delivery locations outside of Vancouver, on the second Business Day) after the Preliminary Receipt is obtained (and will thereafter deliver from time to time), as many commercial copies of the Preliminary Prospectus and the applicable U.S. Placement Memorandum (and any Supplementary Material) as the Underwriter reasonably requested (and may hereafter reasonably request) for the purposes contemplated hereunder and contemplated by applicable Securities Laws and each such delivery of the Preliminary Prospectus and the applicable U.S. Placement Memorandum (and any Supplementary Material) shall constitute the consent of the Company to the use of such documents by the Underwriter, the U.S. Affiliates and each Selling Firm in connection with the Offering, subject to the Underwriter, the U.S. Affiliates and each Selling Firm complying with the provisions of applicable Securities Laws and the provisions of this Agreement.
(b) In connection with the Final Prospectus (and prior to or concurrently with the filing thereof, as applicable), the Company:
(i) will (A) have satisfied all comments made and deficiencies raised by the Securities Commissions with respect to the Preliminary Prospectus, (B) file the Final Prospectus and obtain the Final Receipt prior to 5:00 p.m. (Vancouver time) on July 31, 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 or cause to be delivered to the Underwriter a copy of the Final Prospectus manually signed and certified on behalf of the Company, by the persons and in the form as required by Canadian Securities Laws;
(iii) will deliver or cause to be delivered to the Underwriter a copy of any other document required to be filed with or delivered to the Securities Commissions in connection with the Offering, including any Supplementary Material or Document Incorporated by Reference in the Final Prospectus (other than any document already filed publicly with the Securities CommissionsRegulator);
(iv) will cause the CompanyCorporation’s Auditors to deliver a “long-form” comfort letter, dated the date of the Final Prospectus, in form and substance satisfactory to the UnderwriterAgent, acting reasonably, addressed to the Underwriter Agent and the directors of the CompanyCorporation, with respect to the verification of financial and accounting information and other numerical data of a financial nature contained in the Final Prospectus, and matters involving changes or developments since the respective dates as of which specified financial information is given therein, which letter shall be based on a review by the CompanyCorporation’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 CompanyCorporation’s Auditors’ consent letter addressed to the Securities Commissionsletter;
(v) if requested by the Underwriter, will deliver or cause to be delivered to the Underwriter a copy of the U.S. Placement Memorandum in respect of the Final Prospectus;
(vi) will deliver to the Underwriter Agent and their its counsel, copies of all correspondence correspondence, if any, indicating that the application for the listing and posting for trading on the CSE of the Unit Shares, the Warrant Shares, the Compensation Unit Shares, the Compensation Unit Warrant Shares, the Corporate Finance Fee Shares and the Corporate Finance Fee Agent’s Warrant Shares has been conditionally approved, subject only to satisfaction by the Company Corporation of certain standard post- closing conditions imposed by the CSEStandard Listing Conditions; and
(viivi) will deliver to the UnderwriterAgent, without charge, as soon as practicable but in any event by the next Business Day (or for delivery locations outside of Vancouver, on the second Business Day) after the Final Receipt is obtained (and will thereafter deliver from time to time), as many commercial copies of the Final Prospectus and the applicable U.S. Placement Memorandum (and any Supplementary Material) as the Underwriter 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 applicable U.S. Placement Memorandum (and any Supplementary Material) shall constitute the consent of the Company Corporation to the use of such documents by the Underwriter Agent and each Selling Firm in connection with the Offeringdistribution of the Offered Securities, the Over-Allotment Securities, and the Agent’s Warrants, subject to the Underwriter Agent and each Selling Firm complying with the provisions of applicable Securities Laws and the provisions of this Agreement.
(c) Prior to or concurrently with the filing of any Prospectus Amendment to the Preliminary Final Prospectus with the Canadian Securities CommissionsRegulators, the Company Corporation will deliver to the Underwriter documents similar to those referred to in Sections 6(a)(ii)to 6(b)(vi) inclusive and prior to or concurrently with the filing of any Prospectus Amendment to the Final Prospectus with the Securities Commissions, the Company will deliver to the Underwriter Agent documents similar to those referred to in Sections 6(b)(ii) to 6(b)(vii(b)(vi)
Appears in 1 contract
Samples: Agency Agreement
Deliveries on Filing and Related Matters. (a) In connection with the Preliminary Prospectus (and prior to or concurrently with the filing thereof, as applicable), the CompanyCorporation:
(i) will file(A) file on the date hereof, concurrently with the execution of this Agreement, the Preliminary Prospectus Prospectus, and (B) obtain the Preliminary Receipt prior to 5:00 3:00 p.m. (Vancouver Toronto time) on the date hereof hereof, or such other time as agreed to by the Lead Underwriter (on behalf of the Underwriters), and will (C) take all other steps and proceedings that may be necessary in connection therewith;
(ii) will deliver or cause to be delivered to the Underwriter Underwriters a copy of the Preliminary Prospectus manually signed and certified on behalf of the CompanyCorporation, by the persons and in the form as required by Canadian Securities Laws;
(iii) will deliver or cause to be delivered to the Underwriter 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 Preliminary Prospectus (other than any document already filed publicly with the Securities Commissions);
(iv) if requested by the Underwriter, will deliver or caused to be delivered to the Underwriter Underwriters a copy of the Preliminary U.S. Placement Memorandum in respect of the Preliminary Prospectus, if applicable; and
(v) will deliver to the UnderwriterUnderwriters, without charge, as soon as practicable but in any event by the next Business Day (or for delivery locations outside of VancouverToronto, 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 and, if applicable, the applicable Preliminary U.S. Placement Memorandum (and any Supplementary Material) as the Underwriter Underwriters reasonably requested 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 and, if applicable, the applicable Preliminary U.S. Placement Memorandum (and any Supplementary Material) shall constitute the consent of the Company Corporation to the use of such documents by the UnderwriterUnderwriters, the U.S. Affiliates and each Selling Firm in connection with the Offering, subject to the UnderwriterUnderwriters, 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 CompanyCorporation:
(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 5:00 12:00 p.m. (Vancouver Toronto time) on July 31January 27, 2020 2021, or such other date as may be mutually agreed, 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 or cause to be delivered to the Underwriter Underwriters a copy of the Final Prospectus manually signed and certified on behalf of the CompanyCorporation, by the persons and in the form as required by Canadian Securities Laws;
(iii) will deliver or cause to be delivered to the Underwriter 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 any document already filed publicly with the Securities Commissions);
(iv) will cause the CompanyCorporation’s Auditors to deliver a “long-form” comfort letter, dated the date of the Final Prospectus, in form and substance satisfactory to the UnderwriterUnderwriters, acting reasonably, addressed to the Underwriter Underwriters and the directors of the CompanyCorporation, with respect to the verification of financial and accounting information and other numerical data of a financial nature contained in the Final Prospectus, and matters involving changes or developments since the respective dates as of which specified financial information is given therein, which letter shall be based on a review by the CompanyCorporation’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 CompanyCorporation’s Auditors’ consent letter and comfort letter (if any) addressed to the Securities Commissions;
(v) if requested by the Underwriter, will deliver or cause to be delivered to the Underwriter Underwriters a copy of the Final U.S. Placement Memorandum in respect of the Final Prospectus, if applicable;
(vi) will deliver to the Underwriter and their counsel, copies of all correspondence indicating that the application for the listing and posting for trading on the CSE of the Unit Shares, the Warrant Shares, the Compensation Unit Shares, the Compensation Unit Warrant Shares, the Corporate Finance Fee Shares and the Corporate Finance Fee Warrant Shares has been approved, subject only to satisfaction by the Company of certain standard post- closing conditions imposed by the CSE; and
(vii) will deliver to the UnderwriterUnderwriters, without charge, as soon as practicable but in any event by the next Business Day (or for delivery locations outside of VancouverToronto, on the second Business Day) after the Final Receipt is obtained (and will thereafter deliver from time to time), as many commercial copies of the Final Prospectus and and, if applicable, the applicable Final U.S. Placement Memorandum (and any Supplementary Material) as the Underwriter Underwriters may reasonably request for the purposes contemplated hereunder and contemplated by applicable Securities Laws and each such delivery of the Final Prospectus and and, if applicable, the applicable Final U.S. Placement Memorandum (and any Supplementary Material) shall constitute the consent of the Company Corporation to the use of such documents by the Underwriter Underwriters and each Selling Firm in connection with the Offering, subject to the Underwriter Underwriters and each Selling Firm complying with the provisions of applicable Securities Laws and the provisions of this Agreement.
(c) Prior to or concurrently with the filing of any Prospectus Amendment to the Preliminary Prospectus with the Securities Commissions, the Company Corporation will deliver to the Underwriter Underwriters documents similar to those referred to in Sections 6(a)(ii)to 6(b)(vi6(a)(ii) to 6(a)(v) inclusive and prior to or concurrently with the filing of any Prospectus Amendment to the Final Prospectus with the Securities Commissions, the Company Corporation will deliver to the Underwriter Underwriters documents similar to those referred to in Sections 6(b)(ii) to 6(b)(vii6(b)(iv) inclusive.
(d) Prior to the filing of any Offering Document and prior to the completion of the Distribution Period, the Corporation shall allow the Underwriters 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 Underwriters to conduct all due diligence investigation of the Corporation which the Underwriters may reasonably require in order to fulfil their obligations as underwriters 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 Underwriters and their counsel, on a timely basis, all documents and information necessary to complete such due diligence investigation of the Corporation, and without limiting the scope of the due diligence investigation the Underwriters may conduct, the Corporation shall participate in and shall use commercially reasonable efforts to cause the Corporation’s Auditors and counsel to participate in one or more due diligence sessions to be held prior to the filing of any Offering Document and prior to the completion of the Distribution Period.
(e) Each delivery of the Offering Documents by the Corporation shall constitute the representation and warranty of the Corporation to the Underwriters and the U.S. Affiliates that (except for information and statements relating solely to the Underwriters or the U.S. Affiliates and provided by the Underwriters or the U.S. Affiliates in writing specifically for use in the 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 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, the Offered Securities, the Over-Allotment Option and the Compensation Securities as required by applicable Canadian Securities Laws;
(ii) the Offering Documents do not contain an untrue statement of material fact and no material fact or information 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 or disclosed; and
(iii) the Offering Documents fully comply with the requirements of applicable Securities Laws.
(f) During and prior to the completion of the Distribution Period, the Corporation will, to the satisfaction of counsel to the Underwriters, acting reasonably, promptly take or cause to be taken all steps and proceedings that may be required from time to time under the Canadian Securities Laws to qualify the Units 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.
(g) During and prior to the completion of the Distribution Period, the Corporation will (i) obtain prior approval of the Underwriters 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 Underwriters and provide a reasonable opportunity to the Underwriters to review the same and consult in respect of the same with the Underwriters, 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 an appropriate notation on the face page as follows: “Not for distribution to U.S. news wire services, or dissemination in the United States.”, and shall include substantially the following language: “This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States or to, or for the account or benefit of, any U.S. Person (as defined in Regulation S under the United States Securities Act of 1933, as amended). The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. Person, absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.”. For certainty, no such press release shall be issued into the United States.
(h) In connection with marketing materials:
(i) as applicable, each of the Corporation and the Lead Underwriter (on behalf of the Underwriters) has approved in writing the template version of the Marketing Materials, the Corporation has filed the template version of the Marketing Materials with the Securities Commissions and the Corporation shall incorporate by reference into the Final Prospectus 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 NI 41-101) and all disclosure relating to such comparables from the template version of the Marketing Materials in accordance with NI 41-101 prior to filing the template version of the Marketing Materials with the Securities Commissions and, as applicable, the Corporation delivered to the Principal Regulator a complete template version of the Marketing Materials containing such comparables and all disclosure relating to such comparables in accordance with Canadian Securities Laws;
(iii) during and prior to the completion of the Distribution Period, the Corporation and the Underwriters will not provide any potential Purchaser with any marketing materials except for marketing materials that comply with Canadian Securities Laws and the template versions of which have been approved in writing by each of the Corporation and the Lead Underwriter (on behalf of the Underwriters); and
(iv) during and prior to the completion of the Distribution Period, in addition to the Marketing Materials, the Corporation will cooperate with and assist, acting reasonably, the Underwriters in preparing and approving in writing the template versions of any other marketing materials to be used by the Underwriters in connection with the Offering and will file with and deliver to the Securities Commissions and incorporate by reference into the Final Prospectus such template versions in accordance with Canadian Securities Laws.
Appears in 1 contract
Samples: Underwriting Agreement
Deliveries on Filing and Related Matters. (a) In connection with the Preliminary Prospectus (and prior to or concurrently with the filing thereof, as applicable), the Company:
(i) will file, concurrently with the execution of this Agreement, the Preliminary Prospectus and obtain the Preliminary Receipt prior to 5:00 p.m. (Vancouver time) on the date hereof and will take all other steps and proceedings that may be necessary in connection therewith;
(ii) will deliver or cause to be delivered to the Underwriter a copy of the Preliminary Prospectus manually signed and certified on behalf of the Company, by the persons and in the form as required by Canadian Securities Laws;
(iii) will deliver or cause to be delivered to the Underwriter a copy of any other document required to be filed with or delivered to the Securities Commissions in connection with the Offering, including any Supplementary Material or Document Incorporated by Reference in the Preliminary Prospectus (other than any document already filed publicly with the Securities Commissions);
(iv) if requested by the Underwriter, will deliver or caused to be delivered to the Underwriter a copy of the U.S. Placement Memorandum in respect of the Preliminary Prospectus; and
(v) will deliver to the Underwriter, without charge, as soon as practicable but in any event by on the next Business Day (or for delivery locations outside of Vancouver, on the second Business Day) after the Preliminary Receipt is obtained (and will thereafter deliver from time to time), as many commercial copies of the Preliminary Prospectus and the applicable U.S. Placement Memorandum (and any Supplementary Material) as the Underwriter reasonably requested (and may hereafter reasonably request) for the purposes contemplated hereunder and contemplated by applicable Securities Laws and each such delivery of the Preliminary Prospectus and the applicable U.S. Placement Memorandum (and any Supplementary Material) shall constitute the consent of the Company to the use of such documents by the Underwriter, the U.S. Affiliates and each Selling Firm in connection with the Offering, subject to the Underwriter, the U.S. Affiliates and each Selling Firm complying with the provisions of applicable Securities Laws and the provisions of this Agreement.
(b) In connection with the Final Prospectus (and prior to or concurrently with the filing thereof, as applicable), the Company:
(i) will (A) have satisfied all comments made and deficiencies raised by the Securities Commissions with respect to the Preliminary Prospectus, (B) file the Final Prospectus and obtain the Final Receipt prior to 5:00 p.m. (Vancouver time) on July 31December 4, 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 or cause to be delivered to the Underwriter a copy of the Final Prospectus manually signed and certified on behalf of the Company, by the persons and in the form as required by Canadian Securities Laws;
(iii) will deliver or cause to be delivered to the Underwriter a copy of any other document required to be filed with or delivered to the Securities Commissions in connection with the Offering, including any Supplementary Material or Document Incorporated by Reference in the Final Prospectus (other than any document already filed publicly with the Securities Commissions);
(iv) will cause the Company’s Auditors to deliver a “long-form” comfort letter, dated the date of the Final Prospectus, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter and the directors of the Company, with respect to the verification of financial and accounting information and other numerical data of a financial nature contained in the Final Prospectus, and matters involving changes or developments since the respective dates as of which specified financial information is given therein, which letter shall be based on a review by the Company’s Auditors within a cut-off date of not more than two Business Days prior to the date of the letter and which letter shall be in addition to the Company’s Auditors’ consent letter addressed to the Securities Commissions;
(v) if requested by the Underwriter, will deliver or cause to be delivered to the Underwriter a copy of the U.S. Placement Memorandum in respect of the Final Prospectus;
(vi) will deliver to the Underwriter and their counsel, copies of all correspondence indicating that the application for the listing and posting for trading on the CSE of the Unit Shares, the Warrant Shares, the Compensation Unit Shares, the Compensation Unit Warrant Shares, the Corporate Finance Fee Shares and the Corporate Finance Fee Warrant Shares has been approved, subject only to satisfaction by the Company of certain standard post- closing conditions imposed by the CSE; and
(vii) will deliver to the Underwriter, without charge, as soon as practicable but in any event by on the next Business Day (or for delivery locations outside of Vancouver, on the second Business Day) after the Final Receipt is obtained (and will thereafter deliver from time to time), as many commercial copies of the Final Prospectus and the applicable U.S. Placement Memorandum (and any Supplementary Material) as the Underwriter may reasonably request for the purposes contemplated hereunder and contemplated by applicable Securities Laws and each such delivery of the Final Prospectus and the applicable U.S. Placement Memorandum (and any Supplementary Material) shall constitute the consent of the Company to the use of such documents by the Underwriter 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.
(c) Prior to or concurrently with the filing of any Prospectus Amendment to the Preliminary Prospectus with the Securities Commissions, the Company will deliver to the Underwriter documents similar to those referred to in Sections 6(a)(ii)to 6(b)(vi) inclusive and prior to or concurrently with the filing of any Prospectus Amendment to the Final Prospectus with the Securities Commissions, the Company will deliver to the Underwriter documents similar to those referred to in Sections 6(b)(ii) to 6(b)(vii)
Appears in 1 contract
Samples: Underwriting Agreement
