Delivery of Prospectus and Related Documents. The Corporation shall deliver or cause to be delivered without charge to the Agent and the Agent’s counsel the documents set out below at the respective times indicated: (a) prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of each of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus: (i) copies of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus signed as required by the Applicable Securities Laws; (ii) copies of the U.S. Memorandum; and (iii) copies of any documents incorporated by reference therein which have not previously been delivered to the Agent; (b) as soon as they are available, copies of any Supplementary Material, signed as required by the Applicable Securities Laws and including, in each case, copies of any documents incorporated by reference therein which have not been previously delivered to the Agent; and (c) prior to the filing of the Prospectus with the Securities Commissions, a “comfort letter” from the Corporation’s auditors and any other auditors who have audited any of the financial statements included in or incorporated by reference in the Prospectus, dated the date of the Prospectus, addressed to the Agent and satisfactory in form and substance to the Agent and the Agent’s counsel, acting reasonably, to the effect that they have carried out certain procedures performed for the purposes of comparing certain specified financial information and percentages appearing in the Prospectus and the documents incorporated therein by reference with indicated amounts in the financial statements or accounting records of the Corporation or other applicable entity or business, as applicable, and have found such information and percentages to be in agreement, which comfort letter shall be based on the applicable auditors’ review having a cut-off date of not more than three Business Days prior to the date of the Prospectus. Comfort letters similar to the foregoing shall be provided to the Agent with respect to any Supplementary Material and any other relevant document at the time the same is presented to the Agent for its signature or, if the Agent’s signature is not required, at the time the same is filed. All such letters shall be in form and substance acceptable to the Agent and the Agent’s counsel, acting reasonably. The deliveries referred to in subsections 4(a) and (b) shall also constitute the Corporation’s consent to the use by the Agent and any sub-agents of the Prospectuses and any Supplementary Material in connection with the offering and sale of the Offered Shares and to the use of the U.S. Memorandum by the Agent and their U.S. Agent Affiliate in connection with the sale of the Offered Shares in the United States as contemplated by Schedule “A”.
Appears in 1 contract
Delivery of Prospectus and Related Documents. The Corporation Trust shall deliver or cause to be delivered without charge to the Agent Underwriters and the Agent’s Underwriters' counsel the documents set out below at the respective times indicated:
(a) prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of each of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus:
(i) copies of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus Prospectus, signed as required by the Applicable Securities Laws;
(ii) copies of the U.S. MemorandumMemorandum if required by the Underwriters; and
(iii) copies of any documents incorporated by reference therein which have not previously been delivered to the AgentUnderwriters; as soon as they are available and in any event, not later than one Business Day following the filing with the Securities Commissions of the Preliminary Prospectus or the Prospectus, as the case may be;
(b) as soon as they are available, copies of any Supplementary Material, as required, signed as required by the Applicable Securities Laws and including, in each case, copies of any documents incorporated by reference therein which have not been previously delivered to the Agent; andUnderwriters;
(c) prior to the filing of the Prospectus with the Securities Commissions, a “"comfort letter” " from each of the Corporation’s Trust's auditors, the New Properties' auditors, Storm's auditors and any other auditors who have audited any of the financial statements included in or incorporated by reference in the ProspectusEnCana Properties' auditors, dated the date of the Prospectus, addressed to the Agent Underwriters and reasonably satisfactory in form and substance to the Agent Underwriters and the Agent’s Underwriters' counsel, acting reasonably, to the effect that they have carried out certain procedures performed for the purposes of comparing certain specified financial information and percentages appearing in the Prospectus and the documents incorporated therein by reference with indicated amounts in the financial statements or accounting records of the Corporation or other applicable entity or businessTrust, Harvest, the New Properties, Storm and the EnCana Properties, as applicable, and have found such information and percentages to be in agreement, which comfort letter shall be based on the applicable Trust's auditors’ , the New Properties' auditors, Storm's auditors and the EnCana Properties' auditors review having a cut-off date of not more than three two Business Days prior to the date of the Prospectus. Comfort ; Opinions and comfort letters similar to the foregoing shall be provided to the Agent Underwriters with respect to any Supplementary Supplemental Material and any other relevant document at the time the same is presented to the Agent Underwriters for its their signature or, if the Agent’s Underwriters' signature is not required, at the time the same is filed. All such letters shall be in form and substance acceptable to the Agent Underwriters and the Agent’s Underwriters' counsel, acting reasonably. The Such deliveries referred to in subsections 4(a) and (b) shall also constitute the Corporation’s Trust's consent to the use by the Agent Underwriters and any sub-agents other members of the Prospectuses Selling Dealer Group of the Documents, the Prospectuses, the U.S. Memorandum and any Supplementary Material in connection with the offering and sale of the Offered Shares and to the use of the U.S. Memorandum by the Agent and their U.S. Agent Affiliate in connection with the sale of the Offered Shares in the United States as contemplated by Schedule “A”Securities.
Appears in 1 contract
Delivery of Prospectus and Related Documents. The Corporation Trust shall deliver or cause to be delivered without charge to the Agent Underwriters and the Agent’s Underwriters' counsel the documents set out below at the respective times indicated:
(a) prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of each of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus:
(i) copies of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus Prospectus, each in the English and French languages, signed as required by the Applicable Securities Laws;
(ii) copies of the U.S. Memorandum; and
(iiiii) copies of any documents incorporated by reference therein which have not previously been delivered to the AgentUnderwriters; as soon as they are available and in any event, not later than one Business Day following the filing with the Securities Commissions of the Preliminary Prospectus or the Prospectus;
(b) as soon as they are available, copies of any Supplementary Material, in the English and French languages, as required, signed as required by the Applicable Securities Laws and including, in each case, copies of any documents incorporated by reference therein which have not been previously delivered to the Agent; andUnderwriters;
(c) prior to the filing of the Prospectus with the Securities Commissions, a “"comfort letter” " from each of the Corporation’s Trust's auditors and any other auditors who have audited any of the financial statements included in or incorporated by reference in the ProspectusUltima's auditors, dated the date of the Prospectus, addressed to the Agent Underwriters and reasonably satisfactory in form and substance to the Agent Underwriters and the Agent’s Underwriters' counsel, acting reasonably, to the effect that they have carried out certain procedures performed for the purposes of comparing certain specified financial information and percentages appearing in the Prospectus and the documents incorporated therein by reference and the F-10 with indicated amounts in the financial statements or accounting records of the Corporation or other applicable entity or businessTrust, PC and Ultima, as applicable, and have found such information and percentages to be in agreement, which comfort letter shall be based on the applicable auditors’ Trust's auditors and Ultima's auditors review having a cut-off date of not more than three two Business Days prior to the date of the Prospectus;
(d) at the respective times of delivery to the Underwriters of the Preliminary Prospectus and the Prospectus, the Trust shall deliver to the Underwriters:
(i) an opinion of local counsel in Québec, addressed to the Underwriters and the Underwriters' counsel and dated at the date of the filing of the Preliminary Prospectus and the Prospectus, respectively, in form acceptable to the Underwriters and the Underwriters' counsel, acting reasonably, to the effect that, except for information in the Prospectus translated by the Trust's auditors and Ultima's auditors, the French language version of such document (including information incorporated by reference therein) is in all material respects a complete and proper translation of the English language versions thereof and is not susceptible to any materially different interpretation with respect to any material matter contained therein; and
(ii) an opinion from each of the Trust's auditors and Ultima's auditors, addressed to the Underwriters and the Underwriters' counsel and dated the date of the filing of the Preliminary Prospectus and the Prospectus, respectively, in form acceptable to the Underwriters and the Underwriters' counsel, acting reasonably, to the effect that the information excepted from the opinion of counsel referred to in subparagraph 4(d)(i) in the French language version of such document (including information incorporated by reference therein) is in all material respects a complete and proper translation of the information contained in the English language versions thereof. Comfort Opinions and comfort letters similar to the foregoing shall be provided to the Agent Underwriters with respect to any Supplementary Supplemental Material and any other relevant document at the time the same is presented to the Agent Underwriters for its their signature or, if the Agent’s signature is Underwriters' signatures are not required, at the time the same is filed. All such opinions and letters shall be in form and substance acceptable to the Agent Underwriters and the Agent’s Underwriters' counsel, acting reasonably. The Such deliveries referred to in subsections 4(a) and (b) shall also constitute the Corporation’s Trust's consent to the use by the Agent Underwriters and any sub-agents other members of the Selling Dealer Group of the Documents, the Prospectuses and any Supplementary Material in connection with the offering and sale of the Offered Shares and to the use of the U.S. Memorandum by the Agent and their U.S. Agent Affiliate in connection with the sale of the Offered Shares in the United States as contemplated by Schedule “A”Trust Units.
Appears in 1 contract
Delivery of Prospectus and Related Documents. The Corporation shall deliver or cause to be delivered without charge to the Agent Underwriters and the Agent’s Underwriters' counsel the documents set out below at the respective times indicated:
(a) prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of each of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus:
(i) copies of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus signed as required by the Applicable Securities Laws;
(ii) copies Laws of the U.S. MemorandumQualifying Provinces; and
(iiiii) copies of any documents incorporated by reference therein which have not previously been delivered to the AgentUnderwriters; as soon as they are available and in any event, not later than one Business Day following the filing with the Securities Commissions of the Preliminary Prospectus or the Prospectus;
(b) as soon as they are available, copies of any Supplementary Material, signed as required by the Applicable Securities Laws of the Qualifying Provinces and including, in each case, copies of any documents incorporated by reference therein which have not been previously delivered to the Agent; andUnderwriters;
(c) prior to the filing of the Prospectus with the Securities Commissions, a “"comfort letter” " from the Corporation’s 's auditors and any other auditors who have audited any of the financial statements included in or incorporated by reference in the Prospectus, dated the date of the Prospectus, addressed to the Agent Underwriters and reasonably satisfactory in form and substance to the Agent Underwriters and the Agent’s Underwriters' counsel, acting reasonably, to the effect that they have carried out certain procedures performed for the purposes of comparing certain specified financial information and percentages appearing in the Prospectus and the documents incorporated therein by reference with indicated amounts in the financial statements or accounting records of each of the Corporation or other applicable entity or businessCorporation, the Trust and AOG, as applicable, and have found such information and percentages to be in agreement, which comfort letter shall be based on the applicable auditors’ respective auditors review having a cut-off date of not more than three two Business Days prior to the date of the Prospectus. Comfort Opinions and comfort letters similar to the foregoing shall be provided to the Agent Underwriters with respect to any Supplementary Material and any other relevant document at the time the same is presented to the Agent Underwriters for its their signature or, if the Agent’s Underwriters' signature is not required, at the time the same is filed. All such letters shall be in form and substance acceptable reasonably satisfactory to the Agent Underwriters and the Agent’s Underwriters' counsel, acting reasonably. The Such deliveries referred to in subsections 4(a) and (b) shall also constitute the Corporation’s 's consent to the use by the Agent Underwriters and any sub-agents other members of the Prospectuses Selling Dealer Group of the Documents, the Prospectuses, the U.S. Wrap and any Supplementary Material in connection with the offering and sale of the Offered Shares and to the use of the U.S. Memorandum by the Agent and their U.S. Agent Affiliate in connection with the sale of the Offered Shares Securities in the United States as contemplated by Schedule “A”Qualifying Provinces.
Appears in 1 contract
Delivery of Prospectus and Related Documents. The Corporation shall deliver or cause to be delivered without charge to the Agent Underwriters and the Agent’s Underwriters’ counsel the documents set out below at the respective times indicated:
(a) prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of each of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus:
(i) copies of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus signed as required by the Applicable Canadian Securities Laws;
(ii) copies of the Preliminary U.S. Placement Memorandum and the U.S. Placement Memorandum, respectively; and
(iii) upon request from the Underwriters, copies of any documents incorporated by reference therein which have not previously been delivered to the AgentUnderwriters;
(b) as soon as they are available, copies of any Supplementary Material, signed as required by the Applicable Canadian Securities Laws and including, in each case, copies of any documents incorporated by reference therein which have not been previously delivered to the AgentUnderwriters; and
(c) prior to the filing of the Prospectus with the Securities Commissions, a “comfort letter” from each of the Corporation’s auditors and any other auditors who have audited any of the financial statements included in or incorporated by reference in the Prospectus, dated the date of the Prospectus, addressed to the Agent Underwriters and satisfactory in form and substance to the Agent Underwriters and the Agent’s Underwriters’ counsel, acting reasonably, to the effect that they have carried out certain procedures performed for the purposes of comparing certain specified financial information and percentages appearing in the Prospectus and the documents incorporated therein by reference with indicated amounts in the financial statements or accounting records of the Corporation or other applicable entity or business, as applicable, business and have found such information and percentages to be in agreement, which comfort letter shall be based on the applicable auditors’ review having a cut-off date of not more than three two Business Days prior to the date of the Prospectus. Comfort letters similar to the foregoing shall be provided to the Agent Underwriters with respect to any Supplementary Material and any other relevant document at the time the same is presented to the Agent Underwriters for its their signature or, if the Agent’s Underwriters’ signature is not required, at the time the same is filed. All such letters shall be in form and substance acceptable to the Agent Underwriters and the Agent’s Underwriters’ counsel, acting reasonably. The deliveries referred to in subsections 4(a) and (b) shall also constitute the Corporation’s consent to the use by the Agent Underwriters and any sub-agents other members of the Prospectuses Selling Dealer Group of the Documents, the Prospectuses, the Preliminary U.S. Placement Memorandum, the U.S. Placement Memorandum and any Supplementary Material in connection with the offering and sale of the Offered Shares and to the use of the U.S. Memorandum by the Agent and their U.S. Agent Affiliate in connection with the sale of the Offered Shares in the United States as contemplated by Schedule “A”Shares.
Appears in 1 contract
Samples: Underwriting Agreement
Delivery of Prospectus and Related Documents. The Corporation shall deliver or cause to be delivered without charge to the Agent Underwriters and the Agent’s Underwriters' counsel the documents set out below at the respective times indicated:
(a) prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of each of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus:
(i) copies of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus Prospectus, each in the English and French languages, signed as required by the Applicable Canadian Securities Laws;
(ii) copies of the preliminary U.S. Memorandum and the U.S. Memorandum, respectively, if required by the Underwriters; and
(iii) copies of any documents incorporated by reference therein which have not previously been delivered to the AgentUnderwriters;
(b) as soon as they are available, copies of any Supplementary Material, in the English language only, as required, signed as required by the Applicable Securities Laws and including, in each case, copies of any documents incorporated by reference therein which have not been previously delivered to the Agent; andUnderwriters;
(c) prior to or contemporaneously with the filing of the Prospectus with the Securities Commission in the Province of Quebec, an opinion of Quebec counsel to the Corporation, addressed to the Underwriters and the Corporation and their respective counsel in form and substance satisfactory to the Underwriters, acting reasonably, to the effect that the French language version of the Prospectus, other than (i) the financial statements of the Corporation and GHP included or incorporated by reference in the Prospectus, together with the auditor's reports thereon and the accompanying notes thereto, including the Corporation Financial Statements and the GHP Financial Statements; and (ii) the information appearing in the Prospectus under the heading "Consolidated Capitalization of the Company" ((i) and (ii) together referred to as the "Financial Information"), is in all material respects a complete and proper translation of the English language version;
(d) prior to or contemporaneously with the filing of the Prospectus with the Securities Commission in the Province of Quebec, opinions of the Corporation's and GHP's auditors addressed to the Underwriters and the Corporation and their respective counsel in form and substance satisfactory to the Underwriters, acting reasonably, to the collective effect that the French translation of the Financial Information is, in all material respects, a complete and proper translation of the English language version;
(e) prior to the filing of the Prospectus with the Securities Commissions, a “"comfort letter” " from each of the Corporation’s 's auditors, the GHP auditors and any other auditors who have audited any of the financial statements included in or incorporated by reference in the Prospectus, dated the date of the Prospectus, addressed to the Agent Underwriters and reasonably satisfactory in form and substance to the Agent Underwriters and the Agent’s Underwriters' counsel, acting reasonably, to the effect that they have carried out certain procedures performed for the purposes of comparing certain specified financial information and percentages appearing in the Prospectus and the documents incorporated therein by reference with indicated amounts in the financial statements or accounting records of the Corporation Corporation, GHP or any other applicable entity or business, as applicable, and have found such information and percentages to be in agreement, which comfort letter letters shall be based on the Corporation's auditors, the GHP auditors and other applicable auditors’ ' review having a cut-off date of not more than three two Business Days prior to the date of the Prospectus. Comfort letters similar to the foregoing shall be provided to the Agent Underwriters with respect to any Supplementary Supplemental Material and any other relevant document at the time the same is presented to the Agent Underwriters for its their signature or, if the Agent’s Underwriters' signature is not required, at the time the same is filed. All such letters shall be in form and substance acceptable to the Agent Underwriters and the Agent’s Underwriters' counsel, acting reasonably. The deliveries referred to in subsections 4(a) and (b4(b) above shall also constitute the Corporation’s 's consent to the use by the Agent Underwriters and any sub-agents other members of the Prospectuses Selling Dealer Group of the Documents, the Prospectuses, the U.S. Memorandum and any Supplementary Material in connection with the offering and sale of the Offered Shares and to the use of the U.S. Memorandum by the Agent and their U.S. Agent Affiliate in connection with the sale of the Offered Shares in the United States as contemplated by Schedule “A”Shares.
Appears in 1 contract
Delivery of Prospectus and Related Documents. The Corporation shall deliver or cause to be delivered without charge to the Agent and the Agent’s counsel Counsel the documents set out forth below at the respective times indicated:
(a) prior to or contemporaneously, as nearly as practicable, with on the filing with the Securities Commissions of each of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectusdate hereof:
(i) copies of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus Prospectus, signed as required by the Applicable Securities LawsLaws of the Qualifying Provinces (provided that the Agent shall have also signed and certified each such Offering Document);
(ii) copies of the U.S. Memorandum; and
(iii) copies of any documents incorporated Documents Incorporated by reference therein Reference which have not previously been delivered to the AgentAgent or filed on SEDAR; and
(iii) a copy of any other document required to be filed by the Corporation under Applicable Securities Laws during the period of distribution of the Units, to the extent not filed on SEDAR;
(b) as soon as they are available, copies of any Supplementary MaterialProspectus Amendments filed by the Corporation in the Qualifying Provinces, signed as required by the Applicable Securities Laws of the Qualifying Provinces (provided that the Agent shall have also signed and certified each such Offering Document) and including, in each case, copies of any documents incorporated Documents Incorporated by reference Reference therein which have not been previously delivered to the AgentAgent or filed on SEDAR; and
(c) on or prior to the filing of the Prospectus with the Canadian Securities CommissionsRegulators, a “long form” comfort letter” letter from the Corporation’s auditors and any other auditors who have audited any of the financial statements included in or incorporated by reference in the ProspectusAuditors, dated the date of the ProspectusProspectus (with the relevant procedures to be completed by the Auditors not more than two Business Days prior to such date), addressed to the Agent and satisfactory in form and substance to the Agent and the Agent’s counselCounsel, acting reasonably, to the effect that they have carried out certain procedures performed for the purposes of comparing certain specified financial information and percentages appearing in the Prospectus and the documents incorporated therein Documents Incorporated by reference Reference with indicated amounts in the financial statements or accounting records of the Corporation or other applicable entity or business, as applicable, business and have found such information and percentages to be in agreement, which . A comfort letter shall be based on the applicable auditors’ review having a cut-off date of not more than three Business Days prior to the date of the Prospectus. Comfort letters similar to the foregoing shall be provided to the Agent with respect to any Supplementary Material and any other relevant document Prospectus Amendment to the Prospectus at the time the same is presented to the Agent for its signature or, if the Agent’s signature is not required, at the time the same is filed. All such comfort letters shall be in form and substance acceptable to the Agent and the Agent’s counselCounsel, acting reasonably. The filings and deliveries referred to in subsections 4(a) and (b) this Section 5 shall also constitute the Corporation’s consent to the use by the Agent and any sub-agents Selling Firm of the Prospectuses Prospectus Amendments, the Preliminary Prospectus, the Prospectus and any Supplementary Material Documents Incorporated by Reference in connection with the offering and sale of the Offered Shares and to Units in the use of the U.S. Memorandum by the Agent and their U.S. Agent Affiliate Selling Jurisdictions in connection compliance with the sale provisions of the Offered Shares in the United States as contemplated by Schedule “A”this Agreement and Applicable Securities Laws.
Appears in 1 contract
Samples: Agency Agreement
Delivery of Prospectus and Related Documents. (a) The Corporation shall deliver or cause to be delivered without charge to the Agent Underwriter and the AgentUnderwriter’s counsel the documents set out below at the respective times indicated:
(a) prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of each of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the ProspectusCounsel:
(i) copies on the date of this Agreement, the Preliminary Prospectus, as filed with the Amended and Restated Preliminary Prospectus and securities regulatory authorities in the Prospectus Qualifying Jurisdictions, signed by the Corporation, as required by the Applicable Securities Laws;
(ii) copies of the U.S. Memorandum; and
(iii) copies of any documents incorporated by reference therein which have not previously been delivered to the Agent;
(b) as soon as they are it is available, copies of any Supplementary Material, signed as required by the Applicable Securities Laws and including, in each case, copies of any documents incorporated by reference therein which have not been previously delivered to the Agent; and
(c) prior to the filing of the Prospectus with the Securities CommissionsSupplement as contemplated by National Instrument 44-101 – Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, a “comfort letter” from the Corporation’s auditors and any other auditors who have audited any of the financial statements included in or incorporated by reference in the Prospectus, dated the date of the Prospectus, addressed to the Agent and satisfactory acceptable in form and substance to the Agent and the Agent’s counselUnderwriter, acting reasonably, including copies of any documents incorporated or deemed to be incorporated by reference therein and not previously delivered hereunder and which are not available on SEDAR;
(iii) a copy of any other document required to be filed by the Corporation in compliance with Applicable Securities Laws in connection with the Offering; and
(iv) “long-form” comfort letters of the Corporation’s Auditors and the Corporation’s Former Auditors dated as of the date of the Prospectus Supplement (with the requisite procedures to be completed by the Corporation’s Auditors and the Corporation’s Former Auditors within two Business Days of the date of the Prospectus Supplement) addressed to the effect that they have carried out Underwriter, the Corporation and the Directors in form and substance satisfactory to the Underwriter, acting reasonably, with respect to certain procedures performed for financial and accounting information relating to the purposes of comparing certain specified financial information Corporation and percentages appearing other numerical data in the Prospectus and the documents incorporated therein by reference with indicated amounts in the financial statements or accounting records of the Corporation or other applicable entity or business, as applicable, and have found such information and percentages to be in agreement, Prospectus Supplement which comfort letter shall be based on in addition to the applicable auditors’ review having a cut-off date of not more than three Business Days prior report incorporated by reference into the Prospectus and any auditors’ comfort letters addressed to the date of the Prospectus. Comfort letters similar to the foregoing shall be provided to the Agent with respect to any Supplementary Material and any other relevant document at the time the same is presented to the Agent for its signature or, if the Agent’s signature is not required, at the time the same is filed. All such letters shall be in form and substance acceptable to the Agent and the Agent’s counsel, acting reasonably. The deliveries referred to in subsections 4(a) and (b) shall also constitute the Corporation’s consent to the use by the Agent and any sub-agents of the Prospectuses and any Supplementary Material in connection with the offering and sale of the Offered Shares and to the use of the U.S. Memorandum by the Agent and their U.S. Agent Affiliate in connection with the sale of the Offered Shares securities regulatory authorities in the United States as contemplated by Schedule “A”Qualifying Jurisdictions.
Appears in 1 contract
Samples: Underwriting Agreement
Delivery of Prospectus and Related Documents. (a) The Corporation shall deliver or cause to be delivered without charge to the Agent Underwriter and the AgentUnderwriter’s counsel the documents set out below at the respective times indicated:
(a) prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of each of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the ProspectusCounsel:
(i) copies on the date of this Agreement, the Preliminary Prospectus, as filed with the Amended and Restated Preliminary Prospectus and securities regulatory authorities in the Prospectus Qualifying Jurisdictions, signed by the Corporation, as required by the Applicable Securities Laws;
(ii) copies of the U.S. Memorandum; and
(iii) copies of any documents incorporated by reference therein which have not previously been delivered to the Agent;
(b) as soon as they are it is available, copies of any Supplementary Material, signed as required by the Applicable Securities Laws and including, in each case, copies of any documents incorporated by reference therein which have not been previously delivered to the Agent; and
(c) prior to the filing of the Prospectus with the Securities CommissionsSupplement as contemplated by National Instrument 44-101 – Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, a “comfort letter” from the Corporation’s auditors and any other auditors who have audited any of the financial statements included in or incorporated by reference in the Prospectus, dated the date of the Prospectus, addressed to the Agent and satisfactory acceptable in form and substance to the Agent and the Agent’s counselUnderwriter, acting reasonably, including copies of any documents incorporated or deemed to be incorporated by reference therein and not previously delivered hereunder and which are not available on SEDAR;
(iii) a copy of any other document required to be filed by the Corporation in compliance with Applicable Securities Laws in connection with the Offering; and
(iv) “long-form” comfort letters of the Corporation’s Auditors dated as of the date of the Prospectus Supplement (with the requisite procedures to be completed by the Corporation’s Auditors within two Business Days of the date of the Prospectus Supplement) addressed to the effect that they have carried out Underwriter, the Corporation and the Directors in form and substance satisfactory to the Underwriter, acting reasonably, with respect to certain procedures performed for financial and accounting information relating to the purposes of comparing certain specified financial information Corporation and percentages appearing other numerical data in the Prospectus and the documents incorporated therein by reference with indicated amounts in the financial statements or accounting records of the Corporation or other applicable entity or business, as applicable, and have found such information and percentages to be in agreement, Prospectus Supplement which comfort letter shall be based on in addition to the applicable auditors’ review having a cut-off date of not more than three Business Days prior report incorporated by reference into the Prospectus and any auditors’ comfort letters addressed to the date of the Prospectus. Comfort letters similar to the foregoing shall be provided to the Agent with respect to any Supplementary Material and any other relevant document at the time the same is presented to the Agent for its signature or, if the Agent’s signature is not required, at the time the same is filed. All such letters shall be in form and substance acceptable to the Agent and the Agent’s counsel, acting reasonably. The deliveries referred to in subsections 4(a) and (b) shall also constitute the Corporation’s consent to the use by the Agent and any sub-agents of the Prospectuses and any Supplementary Material in connection with the offering and sale of the Offered Shares and to the use of the U.S. Memorandum by the Agent and their U.S. Agent Affiliate in connection with the sale of the Offered Shares securities regulatory authorities in the United States as contemplated by Schedule “A”Qualifying Jurisdictions.
Appears in 1 contract
Samples: Underwriting Agreement
Delivery of Prospectus and Related Documents. The Corporation shall deliver or cause to be delivered without charge to the Agent Underwriters and the Agent’s Underwriters' counsel the documents set out below at the respective times indicated:
(a) prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of each of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus:
(i) copies of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus Prospectus, each in the English and French languages, signed as required by the Applicable Canadian Securities Laws;
(ii) copies of the Preliminary U.S. Memorandum and the U.S. Memorandum, respectively, if required by the Underwriters; and
(iii) copies of any documents incorporated by reference therein which have not previously been delivered to the AgentUnderwriters;
(b) as soon as they are available, copies of any Supplementary Material, in the English language only, as required, signed as required by the Applicable Securities Laws and including, in each case, copies of any documents incorporated by reference therein which have not been previously delivered to the Agent; andUnderwriters;
(c) prior to or contemporaneously with the filing of the Prospectus with the Securities Commission in the Province of Québec, an opinion of Québec counsel to the Corporation, addressed to the Underwriters and the Corporation and their respective counsel in form and substance satisfactory to the Underwriters, acting reasonably, to the effect that the French language version of the Prospectus, other than (i) the financial statements of the Corporation included or incorporated by reference in the Prospectus, together with the auditor's reports thereon and the accompanying notes thereto, including the Corporation Financial Statements; and (ii) the information appearing in the Prospectus under the heading "Consolidated Capitalization of the Company" ((i) and (ii) together referred to as the "Financial Information"), is in all material respects a complete and proper translation of the English language version;
(d) prior to or contemporaneously with the filing of the Prospectus with the Securities Commission in the Province of Québec, opinions of the Corporation's auditor addressed to the Underwriters and the Corporation and their respective counsel in form and substance satisfactory to the Underwriters, acting reasonably, to the collective effect that the French translation of the Financial Information is, in all material respects, a complete and proper translation of the English language version;
(e) prior to the filing of the Prospectus with the Securities Commissions, a “"comfort letter” " from the Corporation’s auditors 's auditor and any other auditors who have audited any of the financial statements included in or incorporated by reference in the Prospectus, dated the date of the Prospectus, addressed to the Agent Underwriters and reasonably satisfactory in form and substance to the Agent Underwriters and the Agent’s Underwriters' counsel, acting reasonably, to the effect that they have carried out certain procedures performed for the purposes of comparing certain specified financial information and percentages appearing in the Prospectus and the documents incorporated therein by reference with indicated amounts in the financial statements or accounting records of the Corporation or any other applicable entity or business, as applicable, and have found such information and percentages to be in agreement, which comfort letter letters shall be based on the Corporation's auditor and other applicable auditors’ ' review having a cut-off date of not more than three two Business Days prior to the date of the Prospectus. Comfort letters similar to the foregoing shall be provided to the Agent Underwriters with respect to any Supplementary Supplemental Material and any other relevant document at the time the same is presented to the Agent Underwriters for its their signature or, if the Agent’s Underwriters' signature is not required, at the time the same is filed. All such letters shall be in form and substance acceptable to the Agent Underwriters and the Agent’s Underwriters' counsel, acting reasonably. The deliveries referred to in subsections 4(a) and (b4(b) above shall also constitute the Corporation’s 's consent to the use by the Agent Underwriters and any sub-agents other members of the Prospectuses Selling Dealer Group of the Documents, the Prospectuses, the Preliminary U.S. Memorandum, the U.S. Memorandum and any Supplementary Material in connection with the offering and sale of the Offered Shares and to the use of the U.S. Memorandum by the Agent and their U.S. Agent Affiliate in connection with the sale of the Offered Shares in the United States as contemplated by Schedule “A”Shares.
Appears in 1 contract
Delivery of Prospectus and Related Documents. The Corporation shall deliver or cause to be delivered without charge to the Agent Underwriters and the Agent’s Underwriters' counsel the documents set out below at the respective times indicated:
(a) prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of each of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus:
(i) copies of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus signed as required by the Applicable Canadian Securities Laws;
(ii) copies of the Preliminary U.S. Placement Memorandum and the U.S. Placement Memorandum, respectively, if required by the Underwriters; and
(iii) copies of any documents incorporated by reference therein which have not previously been delivered to the AgentUnderwriters;
(b) as soon as they are available, copies of any Supplementary Material, signed as required by the Applicable Canadian Securities Laws and including, in each case, copies of any documents incorporated by reference therein which have not been previously delivered to the Agent; andUnderwriters;
(c) prior to the filing of the Prospectus with the Securities Commissions, a “"comfort letter” " from each of the Corporation’s auditors 's Auditors and any other auditors who have audited any of the financial statements included in or incorporated by reference in the Prospectus, dated the date of the Prospectus, addressed to the Agent Underwriters and satisfactory in form and substance to the Agent Underwriters and the Agent’s Underwriters' counsel, acting reasonably, to the effect that they have carried out certain procedures performed for the purposes of comparing certain specified financial information and percentages appearing in the Prospectus and the documents incorporated therein by reference with indicated amounts in the financial statements or accounting records of the Corporation or other applicable entity or business, as applicable, business and have found such information and percentages to be in agreement, which comfort letter shall be based on the applicable auditors’ ' review having a cut-off date of not more than three two Business Days prior to the date of the Prospectus. Comfort ;
(d) comfort letters similar to the foregoing shall be provided to the Agent Underwriters with respect to any Supplementary Material and any other relevant document at the time the same is presented to the Agent Underwriters for its their signature or, if the Agent’s Underwriters' signature is not required, at the time the same is filed. All such comfort letters shall be in form and substance acceptable to the Agent Underwriters and the Agent’s Underwriters' counsel, acting reasonably; and
(e) copies of correspondence indicating that the Exchange has conditionally accepted the Offering, including the Offered Shares, subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the Exchange (the "Standard Listing Conditions"). The deliveries referred to in subsections 4(a) and (b4(b) shall also constitute the Corporation’s 's consent to the use by the Agent Underwriters and any sub-agents members of the Prospectuses Selling Dealer Group of the Documents, the Prospectuses, the U.S. Placement Memorandum and any Supplementary Material in connection with the offering and sale of the Offered Shares and to the use of the U.S. Memorandum by the Agent and their U.S. Agent Affiliate in connection with the sale of the Offered Shares in the United States as contemplated by Schedule “A”Shares.
Appears in 1 contract
Samples: Underwriting Agreement
Delivery of Prospectus and Related Documents. The Corporation shall deliver or cause to be delivered without charge to the Agent Underwriters and the Agent’s Underwriters' counsel the documents set out below at the respective times indicated:
(a) prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of each of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus:
(i) copies of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus signed as required by the Applicable Canadian Securities Laws;
(ii) copies of the Preliminary U.S. Placement Memorandum and the U.S. Placement Memorandum, respectively; and
(iii) upon request from the Underwriters, copies of any documents incorporated by reference therein which have not previously been delivered to the AgentUnderwriters;
(b) as soon as they are available, copies of any Supplementary Material, signed as required by the Applicable Canadian Securities Laws and including, in each case, copies of any documents incorporated by reference therein which have not been previously delivered to the AgentUnderwriters; and
(c) prior to the filing of the Prospectus with the Securities Commissions, a “"comfort letter” " from the Corporation’s 's auditors and any other auditors who have audited any of the financial statements included in or incorporated by reference in the Prospectus, dated the date of the Prospectus, addressed to the Agent Underwriters and satisfactory in form and substance to the Agent Underwriters and the Agent’s Underwriters' counsel, acting reasonably, to the effect that they have carried out certain procedures performed for the purposes of comparing certain specified financial information and percentages appearing in the Prospectus and the documents incorporated therein by reference with indicated amounts in the financial statements or accounting records of the Corporation or other applicable entity or business, as applicable, business and have found such information and percentages to be in agreement, which comfort letter shall be based on the applicable auditors’ ' review having a cut-off date of not more than three two Business Days prior to the date of the Prospectus. Comfort letters similar to the foregoing shall be provided to the Agent Underwriters with respect to any Supplementary Material and any other relevant document at the time the same is presented to the Agent Underwriters for its their signature or, if the Agent’s Underwriters' signature is not required, at the time the same is filed. All such letters shall be in form and substance acceptable to the Agent Underwriters and the Agent’s Underwriters' counsel, acting reasonably. The deliveries referred to in subsections 4(a) and (b4(b) shall also constitute the Corporation’s 's consent to the use by the Agent Underwriters, the U.S. Affiliates and any sub-agents other members of the Prospectuses Selling Dealer Group of the Prospectuses, the Preliminary U.S. Placement Memorandum, the U.S. Placement Memorandum and any Supplementary Material in connection with the offering and sale of the Offered Shares and to the use of the U.S. Memorandum by the Agent and their U.S. Agent Affiliate in connection with the sale of the Offered Shares in the United States as contemplated by Schedule “A”Shares.
Appears in 1 contract
Samples: Underwriting Agreement
Delivery of Prospectus and Related Documents. The Corporation Trust shall deliver or cause to be delivered without charge to the Agent Underwriters and the Agent’s Underwriters' counsel the documents set out below at the respective times indicated:
(a) prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of each of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus:
(i) copies of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus Prospectus, each in the English and French languages, signed as required by the Applicable Securities Laws;
(ii) copies Laws of the U.S. MemorandumQualifying Provinces; and
(iiiii) copies of any documents incorporated by reference therein which have not previously been delivered to the AgentUnderwriters;
(b) as soon as they are available, copies of any Supplementary Material, in the English and French languages, as required, signed as required by the Applicable Securities Laws and including, in each case, copies of any documents incorporated by reference therein which have not been previously delivered to the Agent; andUnderwriters;
(c) prior to the filing of the Prospectus with the Securities Commissions, a “"comfort letter” " from the Corporation’s auditors and any other auditors who have audited any each of the financial statements included in or incorporated by reference in the ProspectusTrust's and Vermilion's auditors, dated the date of the Prospectus, addressed to the Agent Underwriters and reasonably satisfactory in form and substance to the Agent Underwriters and the Agent’s Underwriters' counsel, acting reasonably, to the effect that they have carried out certain procedures performed for the purposes of comparing certain specified financial information and percentages appearing in the Prospectus and the documents incorporated therein by reference with indicated amounts in the financial statements or accounting records of each of the Corporation or other applicable entity or business, as applicable, Trust and Vermilion and have found such information and percentages to be in agreement, which comfort letter shall be based on each of the applicable auditors’ Trust's and Vermilion's auditors review having a cut-cut off date of not more than three two Business Days prior to the date of the Prospectus;
(d) at the respective times of delivery to the Underwriters of the Preliminary Prospectus and the Prospectus, the Trust shall deliver to the Underwriters:
(i) an opinion of local counsel in Quebec, addressed to the Underwriters and the Underwriters' counsel and dated at the date of the filing of the Preliminary Prospectus and the Prospectus, respectively, in form acceptable to the Underwriters and the Underwriters' counsel, acting reasonably, to the effect that, except for information in the Prospectus translated by each of the Trust's and Vermilion's auditors, the French language version of such document (including information incorporated by reference therein) is in all material respects a complete and proper translation of the English language versions thereof and is not susceptible to any materially different interpretation with respect to any material matter contained therein; and
(ii) an opinion from each of the Trust's and Vermilion's auditors, addressed to the Underwriters and the Underwriters' counsel and dated the date of the filing of the Preliminary Prospectus and the Prospectus, respectively, in form acceptable to the Underwriters and the Underwriters' counsel, acting reasonably, to the effect that the information excepted from the opinion of counsel referred to in subsection 4(d)(i) in the French language version of such document (including information incorporated by reference therein) is in all material respects a complete and proper translation of the information contained in the English language versions thereof and is not susceptible to any materially different interpretation with respect to any material matter contained therein. Comfort Opinions and comfort letters similar to the foregoing shall be provided to the Agent Underwriters with respect to any Supplementary Material and any other relevant document at the time the same is presented to the Agent Underwriters for its their signature or, if the Agent’s Underwriters' signature is not required, at the time the same is filed. All such letters shall be in form and substance acceptable to the Agent and the Agent’s counsel, acting reasonably. The deliveries referred to in subsections 4(a) and (b) shall also constitute the Corporation’s consent to the use by the Agent and any sub-agents of the Prospectuses and any Supplementary Material in connection with the offering and sale of the Offered Shares and to the use of the U.S. Memorandum by the Agent and their U.S. Agent Affiliate in connection with the sale of the Offered Shares in the United States as contemplated by Schedule “A”.is
Appears in 1 contract
Delivery of Prospectus and Related Documents. The Corporation Company and Voleo, as applicable, shall deliver or cause to be delivered without charge to the Agent Agents and the Agent’s Agents’ counsel the documents set out below at the respective times indicated:
(a) prior to or contemporaneously, as nearly as practicable, with and in any event not later than one Business Day following the filing with the Securities Commissions of each of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus, as applicable:
(i) copies of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus Prospectus, signed as required by the Applicable Securities Laws;; and
(ii) copies of upon request from the U.S. Memorandum; and
(iii) Agents, copies of any documents incorporated by reference therein which have not previously been delivered to the AgentAgents;
(b) as soon as they are it is available, copies of any Supplementary MaterialMaterial as may be required, signed as required by the Applicable Securities Laws and including, in each case, copies of any documents incorporated by reference therein which have not been previously delivered to the Agent; andAgents;
(c) prior to the filing of the Prospectus with the Securities Commissions, a “comfort letter” from the Corporation’s auditors and any other auditors who have audited any of the financial statements included in or incorporated by reference in the Prospectus, Davidson dated the date of the Prospectus, addressed to the Agent Agents and reasonably satisfactory in form and substance to the Agent Agents and the Agent’s Agents’ counsel, acting reasonablyrespecting the Company Financial Statements, and to the effect that they have carried out certain procedures performed for the purposes of comparing certain specified financial information and percentages appearing in the Prospectus and the documents incorporated therein by reference with indicated amounts in the financial statements or accounting records of the Corporation or other applicable entity or businessCompany, as applicable, and have found such information and percentages to be in agreement, which comfort letter letters shall be based on the applicable auditors’ respective auditors review having a cut-off date of not more than three two Business Days prior to the date of the Prospectus; and
(d) prior to the filing of the Prospectus with the Securities Commissions, a “comfort letter” from Xxxx Xxxxxxxx dated the date of the Prospectus, addressed to the Agents and reasonably satisfactory in form and substance to the Agents and the Agents’ counsel, respecting the Voleo Financial Statements, and to the effect that they have carried out certain procedures performed for the purposes of comparing certain specified financial information and percentages appearing in the Prospectus and the documents incorporated therein by reference with indicated amounts in the financial statements or accounting records of Voleo, as applicable, and have found such information and percentages to be in agreement, which comfort letters shall be based on the respective auditors review having a cut-off date of not more than two Business Days prior to the date of the Prospectus. Comfort letters similar to the foregoing shall be provided to the Agent Agents with respect to any Prospectus Amendment or any other Supplementary Material incorporated by reference into the Prospectus or any Prospectus Amendment, including any marketing materials, and any other relevant document documents at the time the same is are presented to the Agent Agents for its their signature or, if the Agent’s signature is Agents’ signatures are not required, at the time the same is are filed. All such letters shall be in form and substance acceptable reasonably satisfactory to the Agent Agents and the Agent’s Agents’ counsel, acting reasonably. The deliveries delivery to the Agents by the Company or Voleo of the documents referred to in subsections 4(aSubsections 5(a) and (b) shall also constitute the CorporationCompany’s consent or Voleo’s consent, as applicable, to the use by the Agent Agents and any sub-agents other members of the Selling Dealer Group of the Documents, the Prospectuses and any Supplementary Material in connection with the offering and sale of the Offered Shares and to the use of the U.S. Memorandum by the Agent and their U.S. Agent Affiliate in connection with the sale of the Offered Shares in the United States as contemplated by Schedule “A”Offering.
Appears in 1 contract
Samples: Agency Agreement
Delivery of Prospectus and Related Documents. The Corporation shall deliver deliver, or cause to be delivered delivered, without charge to the Agent Agents and the Agent’s Agents' counsel the documents set out below at the respective times indicated:
(a) prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of each of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus:Prospectus:
(i) copies of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus signed as required by the Applicable Securities Laws;
(ii) copies of the Preliminary U.S. Placement Memorandum and U.S. Placement Memorandum, respectively, if required by the Agents; and
(iii) copies of any documents incorporated by reference therein therein, which have not previously been delivered to the AgentAgents or are otherwise available on SEDAR;
(b) as soon as they are available, copies of any Supplementary Material, signed as required by the Applicable Securities Laws and including, in each case, copies of any documents incorporated by reference therein therein, which have not been previously delivered to the Agent; andAgents;
(c) prior to the filing of the Prospectus with the Securities Commissions, a “"comfort letter” " from the Corporation’s auditors 's auditor and any other auditors who have audited any of the financial statements included in or incorporated by reference in the Prospectus, dated the date of the Prospectus, addressed to the Agent Agents and satisfactory in form and substance to the Agent Agents and the Agent’s Agents' counsel, acting reasonably, to the effect that they have carried out certain procedures performed for the purposes of comparing certain specified financial information and percentages appearing in the Prospectus and the documents incorporated therein by reference with indicated amounts in the financial statements or accounting records of the Corporation or other applicable entity or business, as applicable, business and have found such information and percentages to be in agreement, which comfort letter shall be based on the applicable auditors’ ' review having a cut-off date of not more than three two Business Days prior to the date of the Prospectus; and
(d) in the event that the Corporation is required by Applicable Securities Laws to prepare and file any Prospectus Amendment, the Corporation shall prepare and deliver promptly to the Agents signed and certified copies of such Prospectus Amendment. Any Prospectus Amendment shall be in form and substance satisfactory to the Agents, acting reasonably. Concurrently with the delivery of any Prospectus Amendment, the Corporation shall deliver to the Agents, with respect to such Prospectus Amendment, documents similar to those referred to in subsection 3(c) hereof. Comfort letters similar to the foregoing those referred to in subsection 3(c) shall be provided to the Agent Agents with respect to any Supplementary Material filed pursuant to Section 5(c) and any other relevant document at the time the same is presented to the Agent Agents for its their signature or, if the Agent’s signature is Agents' signatures are not required, at the time the same is filed. All such comfort letters shall be in form and substance acceptable satisfactory to the Agent Agents and the Agent’s Agents' counsel, acting reasonably. The deliveries referred to in subsections 4(a3(a) and (b) shall also constitute the Corporation’s 's consent to the use by the Agent Agents and any sub-agents members of the Prospectuses Selling Dealer Group of the Documents, the Prospectuses, the U.S. Placement Memorandum, and any Supplementary Material in connection with the offering and sale of the Offered Shares and to the use of the U.S. Memorandum by the Agent and their U.S. Agent Affiliate in connection with the sale of the Offered Shares in the United States as contemplated by Schedule “A”Securities.
Appears in 1 contract
Samples: Agency Agreement
Delivery of Prospectus and Related Documents. The Corporation shall deliver or cause to be delivered without charge to the Agent Underwriters and the Agent’s Underwriters’ counsel the documents set out below at the respective times indicated:
(a) prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of each of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus:
(i) copies of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus Prospectus, each in the English language only, signed as required by the Applicable Canadian Securities Laws;
(ii) copies of the Preliminary U.S. Memorandum and the U.S. Memorandum, if required by the Underwriters; and
(iii) upon request from the Underwriters, copies of any documents incorporated by reference therein which have not previously been delivered to the AgentUnderwriters;
(b) as soon as they are available, copies of any Supplementary Material, in the English language only, as required, signed as required by the Applicable Securities Laws and including, in each case, copies of any documents incorporated by reference therein which have not been previously delivered to the AgentUnderwriters; and
(c) prior to the filing of the Prospectus with the Securities Commissions, a “comfort letter” from the Corporation’s auditors auditors, and any other auditors who have audited any of the financial statements included in or incorporated by reference in the Prospectus, dated the date of the Prospectus, addressed to the Agent Underwriters and satisfactory in form and substance to the Agent Underwriters and the Agent’s Underwriters’ counsel, acting reasonably, to the effect that they have carried out certain procedures performed for the purposes of comparing certain specified financial information and percentages appearing in the Prospectus and the documents incorporated therein by reference with indicated amounts in the financial statements or accounting records of the Corporation Corporation, or any other applicable entity or business, as applicable, and have found such information and percentages to be in agreement, which comfort letter letters shall be based on the Corporation’s auditors, and other applicable auditors’ review having a cut-off date of not more than three two Business Days prior to the date of the Prospectus. Comfort letters similar to the foregoing shall be provided to the Agent Underwriters with respect to any Supplementary Material and any other relevant document at the time the same is presented to the Agent Underwriters for its their signature or, if the Agent’s Underwriters’ signature is not required, at the time the same is filed. All such letters shall be in form and substance acceptable to the Agent Underwriters and the Agent’s Underwriters’ counsel, acting reasonably. The deliveries referred to in subsections 4(a(a) and (b) above shall also constitute the Corporation’s consent to the use by the Agent Underwriters, the U.S. Affiliates and any sub-agents other members of the Prospectuses Selling Dealer Group of the Documents, the Prospectuses, the Preliminary U.S. Memorandum, the U.S. Memorandum and any Supplementary Material in connection with the offering and sale of the Offered Shares and to the use of the U.S. Memorandum by the Agent and their U.S. Agent Affiliate in connection with the sale of the Offered Shares in the United States as contemplated by Schedule “A”Offering.
Appears in 1 contract
Samples: Underwriting Agreement (Bellatrix Exploration Ltd.)
Delivery of Prospectus and Related Documents. The Corporation shall deliver or cause to be delivered without charge to the Agent Underwriters and the Agent’s Underwriters' counsel the documents set out below at the respective times indicated:
(a) prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of each of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus:
(i) copies of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus signed as required by the Applicable Canadian Securities Laws;
(ii) copies of the U.S. Memorandum; and
(iiiii) copies of any documents incorporated by reference therein which have not previously been delivered to the AgentUnderwriters;
(b) as soon as they are available, copies of any Supplementary Material, signed as required by the Applicable Canadian Securities Laws and including, in each case, copies of any documents incorporated by reference therein which have not been previously delivered to the Agent; andUnderwriters;
(c) prior to the filing of the Prospectus with the Securities Commissions, a “"comfort letter” " from each of the Corporation’s auditors 's Auditors and any other auditors who have audited any of the financial statements included in or incorporated by reference in the Prospectus, dated the date of the Prospectus, addressed to the Agent Underwriters and satisfactory in form and substance to the Agent Underwriters and the Agent’s Underwriters' counsel, acting reasonably, to the effect that they have carried out certain procedures performed for the purposes of comparing certain specified financial information and percentages appearing in the Prospectus and the documents incorporated therein by reference with indicated amounts in the financial statements or accounting records of the Corporation or other applicable entity or business, as applicable, business and have found such information and percentages to be in agreement, which comfort letter shall be based on the applicable auditors’ ' review having a cut-off date of not more than three two Business Days prior to the date of the Prospectus. Comfort ;
(d) comfort letters similar to the foregoing shall be provided to the Agent Underwriters with respect to any Supplementary Material and any other relevant document at the time the same is presented to the Agent Underwriters for its their signature or, if the Agent’s Underwriters' signature is not required, at the time the same is filed. All such comfort letters shall be in form and substance acceptable to the Agent Underwriters and the Agent’s Underwriters' counsel, acting reasonably; and
(e) copies of correspondence indicating that the Exchange has conditionally accepted the Offering, including the Offered Shares, subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the Exchange (the "Standard Listing Conditions"). The deliveries referred to in subsections 4(a) and (b4(b) shall also constitute the Corporation’s 's consent to the use by the Agent Underwriters and any sub-agents members of the Prospectuses Selling Dealer Group of the Documents, the Prospectuses, and any Supplementary Material in connection with the offering and sale of the Offered Shares and to the use of the U.S. Memorandum by the Agent and their U.S. Agent Affiliate in connection with the sale of the Offered Shares in the United States as contemplated by Schedule “A”Shares.
Appears in 1 contract
Samples: Underwriting Agreement
Delivery of Prospectus and Related Documents. The Corporation shall deliver or cause to be delivered without charge to the Agent and the Agent’s 's counsel the documents set out below at the respective times indicated:
(a) prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of each of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus:Prospectus:
(i) copies of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus Prospectus, signed as required by the Applicable Securities Laws;; and
(ii) copies of if requested by the U.S. Memorandum; and
(iii) Agent, acting reasonably, copies of any documents incorporated by reference referred to therein which have not previously been delivered to the Agent;
(b) as soon as they are available, copies of any Supplementary Material, if required, signed as required by the Applicable Securities Laws and including, in each case, copies of any documents incorporated by reference therein which have not been previously delivered to the Agent; andLaws;
(c) prior to the filing of the Prospectus with the Securities CommissionsCommissions or at such other time as the Agent may reasonably request, a “"comfort letter” " from the Corporation’s auditors and any other auditors who have audited any of the financial statements included in or incorporated by reference in the Prospectus's auditors, dated the date of the Prospectus, addressed to the Agent and satisfactory in form and substance satisfactory to the Agent and the Agent’s 's counsel, acting reasonably, to the effect that they the Corporation's auditors have carried out certain procedures performed for the purposes of comparing certain specified financial information and percentages appearing in the Prospectus and the documents incorporated therein by reference with indicated amounts in the financial statements Financial Statements or accounting records of the Corporation or other applicable entity or business, as applicable, and have found such information and percentages to be in agreement, which comfort letter shall be based on the applicable auditors’ Corporation's auditors review having a cut-cut- off date of not more than three Business Days two business days prior to the date of the Prospectus. Comfort ; and
(d) comfort letters similar to the foregoing shall be provided to the Agent those described in subparagraph 3(c) with respect to any Supplementary Material and any other relevant document at the time the same is presented to the Agent for its their signature or, if the Agent’s 's signature is not required, at the time the same is filed. All , all such letters shall be in form and substance acceptable to the Agent and the Agent’s 's counsel, acting reasonably. The deliveries referred to in subsections 4(asubparagraphs 3(a) and (b) shall also constitute the Corporation’s 's consent to the use by the Agent and any sub-agents agents, if any, of the Prospectuses and any Supplementary Material in connection with the offering and sale distribution of the Offered Shares and to the use of the U.S. Memorandum by the Agent and their U.S. Agent Affiliate in connection with the sale of the Offered Shares in the United States as contemplated by Schedule “A”Unit Securities.
Appears in 1 contract
Samples: Agency Agreement
Delivery of Prospectus and Related Documents. The Corporation shall deliver or cause to be delivered without charge to the Agent Underwriters and the Agent’s Underwriters’ counsel the documents set out below at the respective times indicated:
(a) prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of each of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus:
(i) copies of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus Prospectus, each in the English language only, signed as required by the Applicable Canadian Securities Laws;; and
(ii) copies of if requested by the U.S. Memorandum; and
(iii) Underwriters, copies of any documents incorporated by reference therein which have not previously been delivered to the AgentUnderwriters;
(b) as soon as they are available, copies of any Supplementary Material, in the English language only, signed as required by the Applicable Canadian Securities Laws and including, in each case, copies of any documents incorporated by reference therein which have not been previously delivered to the Agent; andUnderwriters;
(c) prior to the filing of the Prospectus with the Securities Commissions, a “comfort letter” from the Corporation’s auditors and any other auditors who have audited any of the financial statements included in or incorporated by reference in the Prospectusauditors, dated the date of the Prospectus, addressed to the Agent Underwriters and reasonably satisfactory in form and substance to the Agent Underwriters and the Agent’s Underwriters’ counsel, acting reasonably, to the effect that they have carried out certain procedures performed for the purposes of comparing certain specified financial information and percentages appearing in the Prospectus and the documents incorporated therein by reference with indicated amounts in the financial statements or accounting records of the Corporation or other applicable entity or business, as applicableCorporation, and have found such information and percentages to be in agreement, which comfort letter shall be based on the applicable Corporation’s auditors’ review having a cut-off date of not more than three two Business Days prior to the date of the Prospectus; and
(d) prior to or contemporaneously with the filing of the Prospectus, evidence satisfactory to the Underwriters of the approval of the listing and posting for trading on the TSX of the Offered Securities and on the Exchanges of the Underlying Shares issuable upon the conversion or maturity of the Offered Securities subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the Exchanges for conditional listing approval (the “Standard Listing Conditions”). Comfort letters similar to the foregoing shall be provided to the Agent Underwriters with respect to any Supplementary Material and any other relevant document at the time the same is presented to the Agent Underwriters for its their signature or, if the Agent’s Underwriters’ signature is not required, at the time the same is filed. All such letters shall be in form and substance acceptable to the Agent Underwriters and the Agent’s Underwriters’ counsel, acting reasonably. The deliveries referred to in subsections 4(a) and (b) shall also constitute the Corporation’s consent to the use by the Agent Underwriters and any sub-agents other members of the Selling Dealer Group of the Documents, the Prospectuses and any Supplementary Material in connection with the offering and sale distribution of the Offered Shares and to the use of the U.S. Memorandum by the Agent and their U.S. Agent Affiliate in connection with the sale of the Offered Shares in the United States as contemplated by Schedule “A”Securities.
Appears in 1 contract
Delivery of Prospectus and Related Documents. The Corporation shall deliver or cause to be delivered without charge to the Agent Underwriters and the Agent’s Underwriters’ counsel the documents set out below at the respective times indicated:
(a) prior to or contemporaneously, as nearly as practicable, with the filing with the Canadian Securities Commissions of each of the Preliminary Prospectus, the Amended and Restated Preliminary Canadian Final Prospectus and the Prospectus:filing of the U.S. Final Prospectus with the SEC
(i) copies of the Preliminary Prospectus, the Amended and Restated Preliminary Canadian Final Prospectus and the Prospectus signed as required by the Applicable Securities Lawsany amendments thereto;
(ii) copies of the U.S. MemorandumFinal Prospectus and any supplements thereto; and
(iii) upon request from the Underwriters, copies of any documents incorporated by reference therein which have not previously been delivered to the Agent;Underwriters.
(b) as soon as they are available, copies of any Supplementary Material, in the English language only, as required, signed as required by the Applicable Securities Laws Laws, if applicable, and including, in each case, copies of any documents incorporated by reference therein which have not been previously delivered to the AgentUnderwriters; and
(c) prior to at the filing of the Prospectus with the Securities CommissionsApplicable Time, a “comfort letter” from the Corporation’s auditors and Angle’s auditors, and any other auditors who have audited any of the financial statements included in or incorporated by reference in the Canadian Preliminary Prospectus and the U.S. Preliminary Prospectus, dated the date of the Canadian Preliminary Prospectus and the U.S. Preliminary Prospectus, addressed to the Agent Underwriters and satisfactory in form and substance to the Agent Underwriters and the Agent’s Underwriters’ counsel, acting reasonably, to the effect that they have carried out certain procedures performed for the purposes of comparing certain specified financial information and percentages appearing in the Canadian Prospectus and the U.S. Preliminary Prospectus and the documents incorporated therein by reference with indicated amounts in the financial statements or accounting records of the Corporation Corporation, or any other applicable entity or business, as applicable, and have found such information and percentages to be in agreement, which comfort letter letters shall be based on the Corporation’s auditors, and other applicable auditors’ review having a cut-off date of not more than three two Business Days prior to the date of the Canadian Preliminary Prospectus and U.S. Preliminary Prospectus. Comfort letters similar to the foregoing shall be provided to the Agent Underwriters with respect to any Supplementary Material and any other relevant document at the time the same is presented to the Agent Underwriters for its their signature or, if the Agent’s Underwriters’ signature is not required, at the time the same is filed. All such letters shall be in form and substance acceptable to the Agent Underwriters and the Agent’s Underwriters’ counsel, acting reasonably. The deliveries referred to in subsections 4(a(a) and (b) above shall also constitute the Corporation’s consent to the use by the Agent Underwriters and any sub-agents other members of the Selling Dealer Group of the Documents, the Prospectuses and any Supplementary Material in connection with the offering and sale of the Offered Shares and to the use of the U.S. Memorandum by the Agent and their U.S. Agent Affiliate in connection with the sale of the Offered Shares in the United States as contemplated by Schedule “A”Offering.
Appears in 1 contract
Samples: Underwriting Agreement (Bellatrix Exploration Ltd.)
Delivery of Prospectus and Related Documents. The Corporation shall deliver or cause to be delivered without charge to the Agent Agents and the Agent’s Agents' counsel the documents set out below at the respective times indicated:
(a) prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of each of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus:
(i) copies of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Prospectus signed as required by the Applicable Canadian Securities Laws;
(ii) copies of the Preliminary U.S. Placement Memorandum and the U.S. Placement Memorandum, respectively, if required by the Agents; and
(iii) copies of any documents incorporated by reference therein which have not previously been delivered to the AgentAgents;
(b) as soon as they are available, copies of any Supplementary Material, signed as required by the Applicable Canadian Securities Laws and including, in each case, copies of any documents incorporated by reference therein which have not been previously delivered to the Agent; andAgents;
(c) prior to the filing of the Prospectus with the Securities Commissions, a “"comfort letter” " from each of the Corporation’s auditors 's Auditors and any other auditors who have audited any of the financial statements included in or incorporated by reference in the Prospectus, dated the date of the Prospectus, addressed to the Agent Agents and satisfactory in form and substance to the Agent Agents and the Agent’s Agents' counsel, acting reasonably, to the effect that they have carried out certain procedures performed for the purposes of comparing certain specified financial information and percentages appearing in the Prospectus and the documents incorporated therein by reference with indicated amounts in the financial statements or accounting records of the Corporation or other applicable entity or business, as applicable, business and have found such information and percentages to be in agreement, which comfort letter shall be based on the applicable auditors’ ' review having a cut-off date of not more than three two Business Days prior to the date of the Prospectus. Comfort ;
(d) comfort letters similar to the foregoing shall be provided to the Agent Agents with respect to any Supplementary Material and any other relevant document at the time the same is presented to the Agent Agents for its their signature or, if the Agent’s Agents' signature is not required, at the time the same is filed. All such comfort letters shall be in form and substance acceptable to the Agent Agents and the Agent’s Agents’ counsel, acting reasonably; and
(e) copies of correspondence indicating that the Exchange has conditionally accepted the Offering, including the listing of the Offered Shares, subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the Exchange (the "Standard Listing Conditions"). The deliveries referred to in subsections 4(a) and (b4(b) shall also constitute the Corporation’s 's consent to the use by the Agent Agents and any sub-agents members of the Prospectuses Selling Dealer Group of the Documents, the Prospectuses, the Preliminary U.S. Placement Memorandum, the U.S. Placement Memorandum and any Supplementary Material in connection with the offering and sale of the Offered Shares and to the use of the U.S. Memorandum by the Agent and their U.S. Agent Affiliate in connection with the sale of the Offered Shares in the United States as contemplated by Schedule “A”Shares.
Appears in 1 contract
Samples: Agency Agreement
