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 forth below at the respective times indicated: (a) concurrently with the filing of the Supplement: (i) copies of the Prospectus, signed as required by Applicable Securities Laws of the Qualifying Provinces (provided that the Agent shall have also signed and certified the Supplement); (ii) copies of any Documents Incorporated by Reference which have not previously been delivered to the Agent or filed on SEDAR; and (iii) copy of any other document required to be filed by the Corporation under Applicable Securities Laws during the period of distribution of the Qualified Securities, to the extent not filed on SEDAR; (b) as soon as it is available, and only if required, the private placement memorandum incorporating the Base Prospectus and the Prospectus prepared for use in connection with the offer and sale of the Qualified Securities to, or for the account or benefit of, persons in the United States or U.S. Persons (the “U.S. Memorandum”), and, forthwith after preparation, any amendment to the U.S. Memorandum; (c) as soon as they are available, copies of any Prospectus Amendment filed by the Corporation in the Qualifying Provinces, signed as required by Applicable Securities Laws of the Qualifying Provinces (provided that the Agent has also signed and certified each such Amendment, as applicable) and including, in each case, copies of any Documents Incorporated by Reference therein which have not been previously delivered to the Agent or filed on SEDAR; (d) prior to the filing of the Supplement with the Canadian Securities Regulators, a “long form” comfort letter from the Auditors, dated the date of the Supplement (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 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 by Reference with indicated amounts in the financial statements or accounting records of the Corporation or other applicable entity or business and have found such information and percentages to be in agreement; and (e) prior to the Closing Date, evidence satisfactory to the Agent and Agent’s Counsel, acting reasonably, that the listing of the Offered Shares and the Additional Offered Shares have been conditionally approved for listing on the CSE, subject to satisfaction of certain customary conditions set forth therein. A comfort letter similar to the foregoing shall be provided to the Agent with respect to any Prospectus Amendment at the time the same is presented to the Agent for 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 Counsel, acting reasonably. The filings and deliveries referred to in this Section 5 shall also constitute the Corporation’s consent to the use by the Agent and any Selling Firm of the Prospectus, any Prospectus Amendment and any Documents Incorporated by Reference in connection with the offering and sale of the Qualified Securities in the Selling Jurisdictions in compliance with the provisions of this Agreement and Applicable Securities Laws.
Appears in 2 contracts
Samples: Agency Agreement (Cresco Labs Inc.), Agency Agreement
Delivery of Prospectus and Related Documents. The Corporation shall deliver or cause to be delivered without charge to the Agent Underwriter and the AgentUnderwriter’s Counsel counsel the documents set forth out below at the respective times indicated:
(a) concurrently prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of each of the SupplementPreliminary Prospectus and the Prospectus:
(i) copies of the Prospectus, Preliminary Prospectus and the Prospectus signed as required by Applicable the Canadian Securities Laws of the Qualifying Provinces (provided that the Agent shall have also signed and certified the Supplement)Laws;
(ii) copies of the preliminary U.S. Placement Memorandum and the final U.S. Placement Memorandum, respectively, if required by the Underwriter; and
(iii) copies of any Documents Incorporated documents incorporated by Reference reference therein which have not previously been delivered to the Agent or filed on SEDAR; and
(iii) copy of any other document required to be filed by the Corporation under Applicable Securities Laws during the period of distribution of the Qualified Securities, to the extent not filed on SEDARUnderwriter;
(b) as soon as it is available, and only if required, the private placement memorandum incorporating the Base Prospectus and the Prospectus prepared for use in connection with the offer and sale of the Qualified Securities to, or for the account or benefit of, persons in the United States or U.S. Persons (the “U.S. Memorandum”), and, forthwith after preparation, any amendment to the U.S. Memorandum;
(c) as soon as they are available, copies of any Prospectus Amendment filed by the Corporation in the Qualifying ProvincesSupplementary Material, signed as required by the Applicable Securities Laws of the Qualifying Provinces (provided that the Agent has also signed and certified each such Amendment, as applicable) and including, in each case, copies of any Documents Incorporated documents incorporated by Reference reference therein which have not been previously delivered to the Agent or filed on SEDARUnderwriter;
(dc) prior to the filing of the Supplement Prospectus with the Canadian Securities RegulatorsCommissions, a “long formcomfort letter” comfort letter from each of the AuditorsCorporation’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 Supplement (with the relevant procedures to be completed by the Auditors not more than two Business Days prior to such date)Prospectus, addressed to the Agent Underwriter and satisfactory in form and substance to the Agent Underwriter and the AgentUnderwriter’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 documents incorporated therein by Reference reference with indicated amounts in the financial statements or accounting records of the Corporation or other applicable entity or business and have found such information and percentages to be in agreement; and
(e) , which comfort letter shall be based on the applicable auditors’ review having a cut-off date of not more than two Business Days prior to the Closing Date, evidence satisfactory to the Agent and Agent’s Counsel, acting reasonably, that the listing date of the Offered Shares and the Additional Offered Shares have been conditionally approved for listing on the CSE, subject to satisfaction of certain customary conditions set forth thereinProspectus. A comfort letter Comfort letters similar to the foregoing shall be provided to the Agent Underwriter with respect to any Prospectus Amendment Supplementary Material and any other relevant document at the time the same is presented to the Agent Underwriter for its signature or, if the AgentUnderwriter’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 Underwriter and the AgentUnderwriter’s Counselcounsel, acting reasonably. The filings and deliveries referred to in this Section 5 subsections 4(a) and (b) shall also constitute the Corporation’s consent to the use by the Agent Underwriter and other members of the Selling Dealer Group of the Documents, the Prospectuses, the U.S. Placement Memorandum and any Selling Firm of the Prospectus, any Prospectus Amendment and any Documents Incorporated by Reference Supplementary Material in connection with the offering and sale of the Qualified Securities in the Selling Jurisdictions in compliance with the provisions of this Agreement and Applicable Securities LawsOffered Shares.
Appears in 2 contracts
Samples: Underwriting Agreement (Forbes Energy Services Ltd.), Underwriting Agreement (Forbes Energy Services Ltd.)
Delivery of Prospectus and Related Documents. The Corporation 6.1 BEPC and the Partnership shall deliver or cause to be delivered without charge to the Agent Underwriters’ counsel as nearly as practicable with the execution of this Agreement and in any event no later than the Agent’s Counsel date of the documents set forth below at Supplemented Prospectus, a copy of the respective times indicatedfollowing for each of the Underwriters and Underwriters’ counsel:
(a) concurrently the Supplemented Prospectus in the English and French languages as filed with the filing of Securities Commissions and the Supplement:
(i) copies of the Prospectus, signed as required by Applicable Securities Laws of the Qualifying Provinces (provided that the Agent shall U.S. Offering Memorandum if such documents have also signed and certified the Supplement)not previously been delivered to Underwriters’ counsel;
(iib) copies of any Documents Incorporated all documents, in the English and French languages, incorporated by Reference which reference, or containing information incorporated by reference, into the Supplemented Prospectus and the U.S. Offering Memorandum, if such documents have not previously been delivered to the Agent Underwriters’ counsel or filed on SEDAR; and
(iii) copy of any other document required to be filed by the Corporation under Applicable Securities Laws during the period of distribution of the Qualified Securities, to the extent not filed made available on SEDAR;
(bc) as soon as it is availablerequired opinions of counsel addressed to the Selling Securityholder, and only if requiredBEPC, the private placement memorandum incorporating Partnership, the Base Underwriters, counsel to BEPC and the Partnership and the Underwriters’ counsel, to the effect that the French version of the Supplemented Prospectus and the Prospectus prepared documents incorporated by reference therein, except for use in connection with the offer and sale of the Qualified Securities to, certain financial or for the account or benefit of, persons in the United States or U.S. Persons statistical information (the “U.S. MemorandumSelected Financial Information”), and, forthwith after preparation, any amendment to the U.S. Memorandum;
(c) as soon as they are available, copies of any Prospectus Amendment filed by the Corporation is in the Qualifying Provinces, signed as required by Applicable Securities Laws all material respects a complete and proper translation of the Qualifying Provinces (provided that the Agent has also signed and certified each such Amendment, as applicable) and including, in each case, copies of any Documents Incorporated by Reference therein which have not been previously delivered to the Agent or filed on SEDAREnglish version thereof;
(d) prior an opinion of Ernst & Young LLP, auditors for BEPC and the Partnership, addressed to BEPC and the Partnership, the Underwriters, counsel for the Partnership and the Underwriters’ counsel, to the filing effect that the Selected Financial Information contained or incorporated by reference in the French version of the Supplement with Supplemented Prospectus includes the Canadian Securities Regulatorssame information and in all material respects carries the same meaning as the English language versions of such Selected Financial Information contained or incorporated by reference in the English version thereof; and
(e) a long-form “comfort letter” from Ernst & Young LLP, a “long form” comfort letter from as auditor of BEPC and the AuditorsPartnership, dated as of the date of the Supplement Supplemented Prospectus, in respect of the financial statements of BEPC and the Partnership and specified financial or statistical information contained or incorporated by reference in the Supplemented Prospectus, which letter shall be in addition to the auditors’ report of Ernst & Young LLP in respect of BEPC and the Partnership incorporated by reference into the Supplemented Prospectus (with the relevant requisite procedures to be completed by the Auditors not more than Ernst & Young LLP within two Business Days prior to business days of such date), addressed to the Agent directors of BEPC and satisfactory in form the Partnership and substance to the Agent and the Agent’s CounselUnderwriters, 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 by Reference with indicated amounts in the financial statements or accounting records of the Corporation or other applicable entity or business and have found such information and percentages to be in agreement; and
(e) prior to the Closing Date, evidence satisfactory to the Agent and Agent’s Counsel, acting reasonably, that the listing of the Offered Shares and the Additional Offered Shares have been conditionally approved for listing on the CSE, subject to satisfaction of certain customary conditions set forth therein. A comfort letter similar to the foregoing shall be provided to the Agent with respect to any Prospectus Amendment at the time the same is presented to the Agent for 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 CounselUnderwriters, acting reasonably;
(f) a long-form “comfort letter” from Ernst & Young LLP, as auditor of TerraForm Power, Inc. (“TerraForm Power”), dated as of the date of the Supplemented Prospectus, in respect of the financial statements of TerraForm Power as of and for each of the years in the two year period ended December 31, 2019 incorporated by reference into the Supplemented Prospectus, which letter shall be in addition to the auditors’ report of Ernst & Young LLP in respect of TerraForm Power incorporated by reference into the Supplemented Prospectus (with the requisite procedures to be completed by Ernst & Young LLP within two business days of such date), addressed to the directors of BEPC and the Partnership and to the Underwriters, in form and substance acceptable to the Underwriters, acting reasonably;
(g) a long-form “comfort letter” from KPMG LLP, as former auditor of TerraForm Power, dated as of the date of the Supplemented Prospectus, in respect of the financial statements of TerraForm Power for the year ended December 31, 2017 incorporated by reference into the Supplemented Prospectus, which letter shall be in addition to the auditors’ report of KPMG LLP incorporated by reference into the Supplemented Prospectus (with the requisite procedures to be completed by KPMG LLP within two business days of such date), addressed to the directors of BEPC and the Partnership and to the Underwriters, in form and substance acceptable to the Underwriters, acting reasonably; and
(h) a long-form “comfort letter” from Deloitte, S.L., as auditor of TERP Spanish HoldCo, S.L., dated as of the date of the Supplemented Prospectus, in respect of the audit report of Deloitte, S.L. of consolidated balance sheet of TERP Spanish HoldCo, S.L. and its subsidiaries as of December 31, 2018 and the consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for the period from June 12, 2018 to December 31, 2018 incorporated by reference in the Supplemented Prospectus, which letter shall be in addition to the auditors’ report of Deloitte, S.L. incorporated by reference into the Supplemented Prospectus (with the requisite procedures to be completed by Deloitte, S.L. within two business days of such date), addressed to the directors of BEPC and the Partnership and to the Underwriters, in form and substance acceptable to the Underwriters, acting reasonably.
6.2 The delivery by BEPC and the Partnership to the Underwriters of the Supplemented Prospectus and the U.S. Offering Memorandum shall constitute a representation and warranty to the Underwriters by BEPC and the Partnership that:
(a) the information and statements contained or incorporated by reference in the Supplemented Prospectus and the U.S. Offering Memorandum (except for the Selling Securityholder Information and except for any information and statements furnished in writing by the Underwriters for inclusion in the Supplemented Prospectus or the U.S. Offering Memorandum) constitute full, true and plain disclosure of all material facts relating to BEPC, the Partnership, the Exchangeable Shares and the Additional Exchangeable Shares; and
(b) no material fact or information has been omitted from the Supplemented Prospectus or the U.S. Offering Memorandum (except for the Selling Securityholder Information and except for any information and statements furnished in writing by the Underwriters for inclusion in the Supplemented Prospectus or the U.S. Offering Memorandum) 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 in which they were made. The filings and deliveries referred to in this Section 5 Such delivery shall also constitute the Corporation’s consent of BEPC and the Partnership to the use of (i) the Supplemented Prospectus by the Agent and any Selling Firm Underwriters in connection with the distribution of the ProspectusPurchased Exchangeable Shares in the Qualifying Jurisdictions, any Prospectus Amendment and any Documents Incorporated (ii) the U.S. Offering Memorandum by Reference the Underwriters in connection with the offering and sale of the Qualified Securities Purchased Exchangeable Shares in the Selling Jurisdictions United States and to U.S. Persons, in each case, in compliance with the provisions of this Agreement and Applicable Securities Laws.
6.3 The delivery by BEPC and the Partnership to the Underwriters of the Supplemented Prospectus and the U.S. Offering Memorandum shall constitute a representation and warranty to the Underwriters by the Selling Securityholder that:
(a) the Selling Securityholder Information contained or incorporated by reference in the Supplemented Prospectus and the U.S. Offering Memorandum constitute full, true and plain disclosure of all material facts relating to the Selling Securityholder and the Purchased Exchangeable Shares; and
(b) no material fact or information relating to the Selling Securityholder has been omitted from the Supplemented Prospectus or the U.S. Offering Memorandum 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. Such delivery shall also constitute the consent of the Selling Securityholder to the use of (i) the Supplemented Prospectus by the Underwriters in connection with the distribution of the Purchased Exchangeable Shares in the Qualifying Jurisdictions, and (ii) the U.S. Offering Memorandum by the Underwriters in connection with the offering of Purchased Exchangeable Shares in the United States and to U.S. Persons, in each case, in compliance with this Agreement and Applicable Securities Laws.
Appears in 2 contracts
Samples: Underwriting Agreement (Brookfield Asset Management Inc.), Underwriting Agreement (Brookfield Asset Management Inc.)
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 Counsel Underwriters' counsel the documents set forth out below at the respective times indicated:
(a) concurrently Prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of each of the SupplementPreliminary Prospectus and the Prospectus:
(i) copies of the Preliminary Prospectus and the Prospectus, each in the English and French languages, signed as required by the Applicable Securities Laws of the Qualifying Provinces (provided that the Agent shall have also signed and certified the Supplement);Provinces; and
(ii) copies of any Documents Incorporated documents incorporated by Reference reference therein which have not previously been delivered to the Agent or filed on SEDARUnderwriters; and
(iii) copy of as soon as they are available and in any other document required to be filed by event, not later than one Business Day following the Corporation under Applicable filing with the Securities Laws during the period of distribution Commissions of the Qualified Securities, to Preliminary Prospectus or the extent not filed on SEDARProspectus;
(b) as soon as it is available, and only if required, the private placement memorandum incorporating the Base Prospectus and the Prospectus prepared for use in connection with the offer and sale of the Qualified Securities to, or for the account or benefit of, persons in the United States or U.S. Persons (the “U.S. Memorandum”), and, forthwith after preparation, any amendment to the U.S. Memorandum;
(c) as As soon as they are available, copies of any Prospectus Amendment filed by the Corporation Supplementary Material, in the Qualifying ProvincesEnglish and French languages, as required, signed as required by the Applicable Securities Laws of the Qualifying Provinces (provided that the Agent has also signed and certified each such Amendment, as applicable) and including, in each case, copies of any Documents Incorporated documents incorporated by Reference reference therein which have not been previously delivered to the Agent or filed on SEDARUnderwriters;
(dc) prior Prior to the filing of the Supplement Prospectus with the Canadian Securities RegulatorsCommissions, a “long form” "comfort letter letter" from each of the AuditorsTrust's auditors, MarkWest's auditors and Anadarko's auditors, dated the date of the Supplement (with the relevant procedures to be completed by the Auditors not more than two Business Days prior to such date)Prospectus, addressed to the Agent Underwriters and reasonably satisfactory in form and substance to the Agent Underwriters and the Agent’s Counsel, acting reasonablyUnderwriters' counsel, 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 documents incorporated therein by Reference reference with indicated amounts in the financial statements or accounting records of the Corporation Trust, Advantage Oil & Gas, MarkWest or other applicable entity or business Anadarko, as applicable, and have found such information and percentages to be in agreement, which comfort letter 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;
(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 Preliminary Prospectus or Prospectus, as applicable, translated by the Trust's auditors, MarkWest's auditors and Anadarko's auditors the French language version of such document (including information incorporated by reference therein) is in all material respects a complete and adequate 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
(eii) prior a letter from each of the Trust's auditors, MarkWest's auditors and Anadarko's auditors addressed to the Closing DateUnderwriters and the Underwriters' counsel and dated the date of the filing of the Preliminary Prospectus and the Prospectus, evidence satisfactory respectively, in form acceptable to the Agent Underwriters and Agent’s Counselthe Underwriters' counsel, acting reasonably, to the effect that the listing information excepted from the opinion of counsel referred to in subparagraph (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 Offered Shares information contained in the English language versions thereof. Opinions and the Additional Offered Shares have been conditionally approved for listing on the CSE, subject to satisfaction of certain customary conditions set forth therein. A comfort letter letters similar to the foregoing shall be provided to the Agent Underwriters with respect to any Prospectus Amendment Supplementary Material and any other relevant document at the time the same is presented to the Agent Underwriters for 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 reasonably satisfactory to the Agent Underwriters and the Agent’s Counsel, acting reasonablyUnderwriters' counsel. The filings and Such deliveries referred to in this Section 5 shall also constitute the Corporation’s Trust's consent to the use by the Agent Underwriters and other members of the Selling Dealer Group of the Documents, the Prospectuses and any Selling Firm of the Prospectus, any Prospectus Amendment and any Documents Incorporated by Reference Supplementary Material in connection with the offering and sale of the Qualified Offered Securities in the Selling Jurisdictions in compliance with the provisions of this Agreement and Applicable Securities LawsQualifying Provinces.
Appears in 2 contracts
Samples: Underwriting Agreement (Advantage Energy Income Fund), Underwriting Agreement (Advantage Energy Income Fund)
Delivery of Prospectus and Related Documents. The Corporation shall deliver or cause to be delivered without charge to the Agent Dealer Manager and the AgentDealer Manager’s Counsel counsel the documents set forth out below at the respective times indicated:
(a) concurrently prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of the Supplement:
(i) Canadian Final Prospectus, copies of the Canadian Final Prospectus, each in the English and French languages, signed as required by Applicable the Canadian Securities Laws of the Qualifying Provinces (provided that the Agent shall have also signed and certified the Supplement)Laws;
(iib) prior to or contemporaneously, as nearly as practicable, with the filing thereof with the SEC copies of any Documents Incorporated by Reference the Registration Statement, including the prospectus contained therein, and each amendment thereto, as filed with the SEC and copies of all exhibits and documents filed therewith which have not previously been delivered to the Agent Dealer Manager or filed on SEDAR; and
(iii) copy of any other document required to be filed by the Corporation under Applicable Securities Laws during the period of distribution of the Qualified Securities, to the extent not filed on SEDAR;
(b) as soon as it is available, and only if required, the private placement memorandum incorporating the Base Prospectus and the Prospectus prepared for use in connection with the offer and sale of the Qualified Securities to, or for the account or benefit of, persons in the United States or U.S. Persons (the “U.S. Memorandum”), and, forthwith after preparation, any amendment to the U.S. Memorandum;
(c) as soon as they are available, copies of the English and French language versions, as applicable, of any Prospectus Amendment required to be filed by under any of the Corporation in the Qualifying ProvincesCanadian Securities Laws, signed as required by Applicable the Canadian Securities Laws of Laws, and any amendment to the Qualifying Provinces Registration Statement;
(provided that the Agent has also signed and certified each such Amendment, d) as applicable) and including, in each casesoon as they are available, copies of any Documents Incorporated documents incorporated by Reference therein reference in or exhibits to the Canadian Prospectuses, the U.S. Prospectuses, the Registration Statement or any amendment to any of them which have not been previously available on SEDAR or delivered to the Agent or filed on SEDARDealer Manager;
(de) prior at the time of delivery of the French language version of the Canadian Final Prospectus or any Prospectus Amendment to the filing Dealer Manager pursuant to this section 7:
(i) an opinion of the Supplement with the Canadian Securities Regulators, a “long form” comfort letter from the AuditorsCorporation’s Québec counsel, dated the date of the Supplement Canadian Final Prospectus or the Prospectus Amendment, as the case may be, to the effect that, except for the French language versions of the Financial Disclosure (collectively, the “Translated Financial Information”) each of the Canadian Final Prospectus and such Prospectus Amendment, as the case may be, in the French language, together with any document or information in the French language incorporated by reference therein, is in all material respects a complete and proper translation of the English language version thereof, and an opinion of the Corporation’s auditors, at the same time or times and substantially to the same effect, in respect of the Translated Financial Information; and
(ii) at the time of filing with the relevant procedures Securities Commissions of the Canadian Final Prospectus or any Prospectus Amendment, as the case may be, a comfort letter from the Corporation’s auditors addressed to the Dealer Manager and dated the date of the Canadian Final Prospectus or the Prospectus Amendment, as the case may be, in form and substance satisfactory to the Dealer Manager, acting reasonably, relating to the verification of certain of the financial information and statistical and accounting data relating to the Corporation and its subsidiaries contained in any such document or incorporated by reference therein, which comfort letter shall be completed by the Auditors based on a review having a cut-off date not more than two Business Days business days prior to the date of such date), addressed letter. Such letter shall also state that such auditors are independent public accountants within the meaning of Canadian Securities Laws.
(f) The delivery to the Agent Dealer Manager of the filed Canadian Final Prospectus shall constitute a representation and satisfactory in form and substance warranty to the Agent Dealer Manager by the Corporation that:
(i) the information and statements contained in the Canadian Final Prospectus (except any information and statements relating solely to the Dealer Manager which have been provided in writing to the Corporation by the Dealer Manager specifically for inclusion therein) constitute full, true and plain disclosure of all material facts relating to the Corporation, the Rights and the Agent’s Counsel, acting reasonably, to Offered Shares;
(ii) the effect that they have carried out certain procedures performed for Canadian Final Prospectus does not contain a misrepresentation within the purposes meaning of comparing certain specified financial information and percentages appearing in the Prospectus and the Documents Incorporated by Reference with indicated amounts in the financial statements or accounting records of the Corporation or other applicable entity or business and have found such information and percentages to be in agreementCanadian Securities Laws; and
(eiii) prior the Canadian Final Prospectus complies with Canadian Securities Laws. Such delivery shall also constitute the consent of the Corporation to the Closing use of the Canadian Final Prospectus by the Dealer Manager in connection with the solicitation of the exercise of Rights in the Qualifying Jurisdictions and elsewhere outside the United States.
(g) The Corporation hereby represents, warrants and covenants to the Dealer Manager as follows:
(i) the documents incorporated by reference in the Canadian Prospectuses, when they were filed with the Securities Commissions, conformed in all material respects to the requirements of Canadian Securities Laws; and any further documents incorporated by reference in the Canadian Prospectuses, the Registration Statement and the U.S. Prospectuses, when such documents are filed with the Securities Commissions or the SEC, as applicable, will conform in all material respects to the requirements of Canadian Securities Laws or the U.S. Securities Laws and the rules thereunder, as applicable;
(ii) on the Effective Date, evidence satisfactory the Registration Statement will, and on its issue date and at the Closing Time, the U.S. Final Prospectus will conform in all material respects with the requirements of the U.S. Securities Act and the rules and regulations thereunder; on the date first filed the Canadian Preliminary Prospectus conformed, and on the date first filed the Canadian Final Prospectus and any Prospectus Amendment will, and at the Closing Time the Canadian Final Prospectus and any Prospectus Amendment will, conform in all material respects with the applicable requirements of Canadian Securities Laws; each of the Registration Statement as of the Effective Date and the U.S. Final Prospectus as of its issue and as of the Closing Time, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Agent Corporation by the Dealer Manager specifically for inclusion in the Registration Statement, the Canadian Prospectuses or the U.S. Final Prospectus;
(iii) as of the date of this Agreement, as of the Effective Date and Agent’s Counselas of the Closing Time, acting reasonablyeach of (i) the Disclosure Package and (ii) each electronic roadshow, if any, when taken together as a whole with the Disclosure Package, does not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements in or omissions from the listing Disclosure Package made in reliance upon and in conformity with information furnished in writing to the Corporation by the Dealer Manager specifically for inclusion therein;
(iv) the Corporation is not, and at the earliest time after the filing of the U.S. Preliminary Prospectus that the Corporation or another offering participant makes a bona fide offer (within the meaning of Rule 164(h)(2) of the U.S. Securities Act) of the Offered Shares, the Corporation will not be an Ineligible Issuer (as defined in Rule 405 of the U.S. Securities Act), without taking account of any determination by the SEC pursuant to Rule 405 of the U.S. Securities Act that it is not necessary that the Corporation be considered an Ineligible Issuer; provided that the Dealer Manager have notified the Corporation of the earliest time that an offering participant makes a bona fide offer of the Offered Shares;
(v) each Free Writing Prospectus will not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated therein by reference that has not been superseded or modified; if there occurs an event or development as a result of which the U.S. Prospectuses or the Disclosure Package would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, or as a result of which any Free Writing Prospectus would include any information that conflicts with the information contained in the Registration Statement, the Corporation will notify promptly the Dealer Manager so that any use of the U.S. Prospectuses and the Disclosure Package may cease until it is amended or supplemented; and
(vi) except as described in the Registration Statement and the U.S. Final Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee or other compensation by the Corporation with respect to the issuance or exercise of the Rights or the sale of the Offered Shares and or any other arrangements, agreements or understandings of the Additional Offered Shares have been conditionally approved for listing on the CSE, subject to satisfaction of certain customary conditions set forth therein. A comfort letter similar to the foregoing shall be provided to the Agent with respect to any Prospectus Amendment at the time the same is presented to the Agent for signature Corporation 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 Counsel, acting reasonably. The filings and deliveries referred to in this Section 5 shall also constitute the Corporation’s consent knowledge, the Corporation’s officers, directors, and employees or affiliates that may affect the Dealer Manager’s compensation, as determined by FINRA. Except as previously disclosed by the Corporation to the use Dealer Manager in writing, no officer, director or beneficial owner of 5% or more of any class of the Corporation’s securities or any other affiliate is a member or person associated, or affiliated with a member of FINRA. No proceeds from the exercise of the Rights will be paid to any member of FINRA, or any persons associated or affiliated with a member of FINRA, except as specifically contemplated herein. Except as previously disclosed by the Agent and any Selling Firm Corporation to the Dealer Manager, no person to whom securities of the Prospectus, any Prospectus Amendment and any Documents Incorporated by Reference in connection with Corporation have been privately issued within the offering and sale 180-day period prior to the initial filing date of the Qualified Securities in the Selling Jurisdictions in compliance Registration Statement has any relationship or association with the provisions any member of this Agreement and Applicable Securities LawsFINRA.
Appears in 1 contract
Samples: Dealer Manager Agreement (WesternZagros Resources Ltd.)
Delivery of Prospectus and Related Documents. (a) The Corporation Company shall deliver or cause to be delivered without charge to the Agent Dealer Managers and the Agent’s Counsel Dealer Managers’ counsel the documents set forth out below at the respective times indicated:
(a) concurrently with the filing of the Supplement:
(i) copies of on the date hereof, or as soon as possible thereafter, the Canadian Prospectus, signed as required by Applicable Securities Laws of Laws, and the Qualifying Provinces (provided that the Agent shall have also signed and certified the Supplement)U.S. Prospectus;
(ii) copies of any Documents Incorporated by Reference which have not previously been delivered to the Agent or filed on SEDAR; and
(iii) copy of any other document required to be filed by the Corporation under Applicable Securities Laws during the period of distribution of the Qualified Securities, to the extent not filed on SEDAR;
(b) as soon as it is available, and only if required, the private placement memorandum incorporating the Base Prospectus and the Prospectus prepared for use in connection with the offer and sale of the Qualified Securities to, or for the account or benefit of, persons in the United States or U.S. Persons (the “U.S. Memorandum”), and, forthwith after preparation, any amendment to the U.S. Memorandum;
(c) as soon as they are available, copies of the English and French language versions of any Canadian Prospectus Amendment filed by the Corporation in the Qualifying ProvincesAmendment, signed as required by Applicable Securities Laws Laws, and copies of any U.S. Prospectus Amendment required to be filed under any Securities Laws;
(iii) at the time of delivery of the Qualifying Provinces (provided that French language version of the Agent has also signed Canadian Prospectus to the Dealer Managers pursuant to this Section 6(a), opinions addressed to the Dealer Managers, TimberWest, the Dealer Managers’ counsel and certified TimberWest’s counsel, in form and substance satisfactory to the Dealer Managers, acting reasonably, dated in the case of each such of the Canadian Prospectus and any Canadian Prospectus Amendment, as applicable) of the respective date of filing thereof (or such other date as mutually agreed to by TimberWest and includingthe Dealer Managers), in each case, copies of any Documents Incorporated by Reference therein which have not been previously delivered to the Agent effect that the French language version of the Canadian Prospectus or filed on SEDAR;any Canadian Prospectus Amendment, as the case may be, including all documents incorporated by reference, including all financial information, is in all material respects a complete and accurate translation of the English language version thereof; and
(div) prior at the time of delivery of the Canadian Prospectus and the U.S. Prospectus to the filing of the Supplement with the Canadian Securities RegulatorsDealer Managers pursuant to this Section 6(a), a long-form “long formcomfort letter” comfort letter from the Auditors, external auditors to TimberWest dated as of the date of the Supplement Canadian Prospectus (with the relevant requisite procedures to be completed by the Auditors not more than auditors within two Business Days prior to such date), of the date of the Canadian Prospectus) addressed to the Agent Dealer Managers, in customary form and satisfactory in form and substance to the Agent and the Agent’s CounselDealer Managers, acting reasonably, to with respect to, inter alia, the effect that they have carried out certain procedures performed for the purposes of comparing certain specified financial information and percentages appearing accounting data (both audited and unaudited) contained in or incorporated by reference in the Canadian Prospectus and the Documents Incorporated U.S. Prospectus.
(b) The delivery to the Dealer Managers of the Canadian Prospectus and the U.S. Prospectus shall constitute a representation and warranty to the Dealer Managers by Reference with indicated amounts the Company that:
(i) on or prior to the Record Date, the Rights will be duly and validly created, and on or prior to the Expiry Date the Debentures to be issued upon the exercise of the Rights will be duly and validly created and the securities comprising the Stapled Units will have been duly authorized and reserved for issuance upon exercise of the conversion rights contained in the financial statements or accounting records of Debentures;
(ii) the Corporation or other applicable entity or business Canadian Prospectus and have found such the U.S. Prospectus (except any information and percentages statements contained therein relating solely to be in agreementthe Dealer Managers which have been provided by the Dealer Managers) constitute full, true and plain disclosure of all material facts relating to the Company and its subsidiaries and the Securities;
(iii) the Canadian Prospectus and the U.S. Prospectus (except any information and statements contained therein relating solely to the Dealer Managers and which have been provided by the Dealer Managers) do not contain a Misrepresentation; and
(eiv) prior the Canadian Prospectus and the U.S. Prospectus comply, in all material respects, with applicable Securities Laws. Such delivery shall also constitute the consent of the Company to the use of (A) the Canadian Prospectus by the Dealer Managers in connection with the distribution of the Rights and the Debentures issuable on the exercise of Rights, and (B) the U.S. Prospectus by the Dealer Managers (or in the case of distributions in the United States, the U.S. Affiliates of the Dealer Managers) in connection with the distribution of the Rights and the Debentures issuable on the exercise of Rights, in each case subject to the restrictions set forth in Section 2 of this Agreement.
(c) The Company acknowledges and agrees that it will:
(i) take or cause to be taken all steps and proceedings, including receiving acceptance for the filing of the Canadian Prospectus, that may be required under the rules of the TSX so that the Rights are listed and posted for trading on the TSX on a “when-issued” basis on or about January 5, 2009, being the second trading day preceding the Record Date, and the Debentures issuable upon the exercise of such Rights and the Stapled Units issuable upon conversion of the Debentures will be conditionally approved for listing by the TSX no later than the Closing Date, evidence satisfactory to the Agent and Agent’s Counsel, acting reasonably, that the listing of the Offered Shares and the Additional Offered Shares have been conditionally approved for listing on the CSE, subject in each case to satisfaction of certain customary conditions set forth therein. A comfort letter similar to post-closing filing requirements; and
(ii) cause the foregoing shall be provided to the Agent with respect to any Prospectus Amendment at the time the same is presented to the Agent for 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 Counsel, acting reasonably. The filings and deliveries referred to in this Section 5 shall also constitute the Corporation’s consent to the use by the Agent and any Selling Firm distribution of the Prospectus, any Prospectus Amendment and any Documents Incorporated by Reference in connection with the offering and sale of the Qualified Securities to be effected in the Selling Jurisdictions manner described in compliance with the provisions of this Agreement and Applicable Securities LawsProspectus.
Appears in 1 contract
Delivery of Prospectus and Related Documents. The Corporation shall deliver deliver, or cause to be delivered without charge to the Agent Underwriters and the Agent’s Counsel Underwriters’ counsel, the documents set forth out below at the respective times indicated:
(a) concurrently prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of each of the SupplementPreliminary Prospectus and the Prospectus:
(i) copies of the Prospectus, Preliminary Prospectus and the Prospectus each in the English and French languages signed as required by the Applicable Securities Laws of the Qualifying Provinces (provided that the Agent shall have also signed and certified the Supplement)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 documents incorporated by Reference reference therein, which have not previously been delivered to the Agent or filed on SEDAR; and
(iii) copy of any other document required to be filed by the Corporation under Applicable Securities Laws during the period of distribution of the Qualified Securities, Underwriters to the extent not filed available on SEDAR;
(b) as soon as it is available, and only if required, the private placement memorandum incorporating the Base Prospectus and the Prospectus prepared for use in connection with the offer and sale of the Qualified Securities to, or for the account or benefit of, persons in the United States or U.S. Persons (the “U.S. Memorandum”), and, forthwith after preparation, any amendment to the U.S. Memorandum;
(c) as soon as they are available, copies of any Prospectus Amendment filed by the Corporation in the Qualifying ProvincesSupplementary Material, signed as required by the Applicable Securities Laws of the Qualifying Provinces (provided that the Agent has also signed and certified each such Amendment, as applicable) and including, in each case, copies of any Documents Incorporated documents incorporated by Reference reference therein which have not been previously delivered to the Agent or filed on SEDARUnderwriters;
(dc) prior to or contemporaneously with the filing of the Supplement Prospectus with the Canadian Securities RegulatorsCommission in the Province of Québec, a “long form” comfort letter from an opinion of Québec counsel to the Auditors, dated the date of the Supplement (with the relevant procedures to be completed by the Auditors not more than two Business Days prior to such date)Corporation, addressed to the Agent Underwriters and satisfactory the Corporation and their respective counsel in form and substance satisfactory to the Agent and the Agent’s CounselUnderwriters, 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 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 and any other auditors who have audited any of the financial statements included or incorporated by reference in the Prospectus, dated the date of the Prospectus, addressed to the Underwriters and reasonably satisfactory in form and substance to the Underwriters and the Underwriters’ counsel, to the effect that and 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 documents incorporated therein by Reference reference with indicated amounts in the financial statements or accounting records of the Corporation or other applicable entity or business and have found such information and percentages to be in agreement; and
(e) , which comfort letter shall be based on the Corporation’s auditors’ review having a cut-off date of not more than two Business Days prior to the Closing Date, evidence satisfactory to the Agent and Agent’s Counsel, acting reasonably, that the listing date of the Offered Shares and the Additional Offered Shares have been conditionally approved for listing on the CSE, subject to satisfaction of certain customary conditions set forth therein. A Prospectus;
(f) comfort letter letters similar to the foregoing shall be provided to the Agent Underwriters with respect to any Prospectus Amendment Supplementary Material and any other relevant document at the time the same is presented to the Agent Underwriters for 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 CounselUnderwriters’ counsel, acting reasonably; and
(g) prior to or contemporaneously with the filing of the Prospectus, evidence satisfactory to the Underwriters of the conditional approval of the listing and posting for trading on the TSX of the Offered Debentures and of the Common Shares issuable upon conversion, redemption or maturity of the Offered Debentures subject only to satisfaction by the Corporation of customary post- closing conditions imposed by the TSX for conditional listing approval (the “Standard Listing Conditions”). The filings and deliveries referred to in this Section 5 subsections 4(a) and 4(b) shall also constitute the Corporation’s consent to the use by the Agent Underwriters and other members of the Selling Dealer Group of the Documents, the Prospectuses, the Preliminary U.S. Memorandum, the U.S. Memorandum and any Selling Firm of the Prospectus, any Prospectus Amendment and any Documents Incorporated by Reference Supplementary Material in connection with the offering and sale of the Qualified Securities in the Selling Jurisdictions in compliance with the provisions of this Agreement and Applicable Securities LawsOffered Debentures.
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 Counsel Underwriters’ counsel the documents set forth out below at the respective times indicated:
(a) concurrently prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of each of the SupplementPreliminary Prospectus and the Prospectus:
(i) copies of the Preliminary Prospectus and the Prospectus, each in the English language only, signed as required by Applicable Canadian Securities Laws of the Qualifying Provinces (provided that the Agent shall have also signed and certified the Supplement)Laws;
(ii) copies of the Preliminary U.S. Memorandum and the U.S. Memorandum, respectively, if required by the Underwriters; and
(iii) upon request from the Underwriters, copies of any Documents Incorporated documents incorporated by Reference reference therein which have not previously been delivered to the Agent or filed on SEDAR; and
(iii) copy of any other document required to be filed by the Corporation under Applicable Securities Laws during the period of distribution of the Qualified Securities, to the extent not filed on SEDARUnderwriters;
(b) as soon as it is available, and only if required, the private placement memorandum incorporating the Base Prospectus and the Prospectus prepared for use in connection with the offer and sale of the Qualified Securities to, or for the account or benefit of, persons in the United States or U.S. Persons (the “U.S. Memorandum”), and, forthwith after preparation, any amendment to the U.S. Memorandum;
(c) as soon as they are available, copies of any Prospectus Amendment filed by the Corporation Supplementary Material, in the Qualifying ProvincesEnglish language only, as required, signed as required by the Applicable Securities Laws of the Qualifying Provinces (provided that the Agent has also signed and certified each such Amendment, as applicable) and including, in each case, copies of any Documents Incorporated documents incorporated by Reference reference therein which have not been previously delivered to the Agent or filed on SEDAR;Underwriters; and
(dc) prior to the filing of the Supplement Prospectus with the Canadian Securities RegulatorsCommissions, a “long formcomfort letter” comfort letter from the AuditorsCorporation’s auditors, and any other auditors who have audited any of the financial statements included or incorporated by reference in the Prospectus, dated the date of the Supplement (with the relevant procedures to be completed by the Auditors not more than two Business Days prior to such date)Prospectus, addressed to the Agent Underwriters and satisfactory in form and substance to the Agent Underwriters and the Agent’s CounselUnderwriters’ 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 documents incorporated therein by Reference reference with indicated amounts in the financial statements or accounting records of the Corporation Corporation, or any other applicable entity or business business, as applicable, and have found such information and percentages to be in agreement; and
(e) , which comfort letters shall be based on the Corporation’s auditors, and other applicable auditors’ review having a cut-off date of not more than two Business Days prior to the Closing Date, evidence satisfactory to the Agent and Agent’s Counsel, acting reasonably, that the listing date of the Offered Shares and the Additional Offered Shares have been conditionally approved for listing on the CSE, subject to satisfaction of certain customary conditions set forth thereinProspectus. A comfort letter Comfort letters similar to the foregoing shall be provided to the Agent Underwriters with respect to any Prospectus Amendment Supplementary Material and any other relevant document at the time the same is presented to the Agent Underwriters for 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 CounselUnderwriters’ counsel, acting reasonably. The filings and deliveries referred to in this Section 5 subsections 4(a) and 4(b) above shall also constitute the Corporation’s consent to the use by the Agent Underwriters and other members of the Selling Dealer Group of the Documents, the Prospectuses, the Preliminary U.S. Memorandum and the U.S. Memorandum and any Selling Firm of the Prospectus, any Prospectus Amendment and any Documents Incorporated by Reference Supplementary Material in connection with the offering and sale of the Qualified Securities in the Selling Jurisdictions in compliance with the provisions of this Agreement and Applicable Securities LawsOffered Shares.
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 Counsel Underwriters' counsel the documents set forth out below at the respective times indicated:
(a) concurrently prior to, or contemporaneously with, as nearly as practicable, the filing with the filing Securities Commissions of each of the SupplementPreliminary Prospectus and the Prospectus:
(i) copies of the Preliminary Prospectus and the Prospectus, in the English language, signed as required by the Applicable Securities Laws of the Qualifying Provinces (provided that the Agent shall have also signed and certified the Supplement);Provinces; and
(ii) copies of any Documents Incorporated documents incorporated by Reference reference therein which have not previously been delivered to the Agent or filed on SEDAR; and
(iii) copy of any other document required to be filed by the Corporation under Applicable Securities Laws during the period of distribution of the Qualified Securities, to the extent not filed on SEDARUnderwriters;
(b) as soon as it is available, and only if required, the private placement memorandum incorporating the Base Prospectus and the Prospectus prepared for use in connection with the offer and sale of the Qualified Securities to, or for the account or benefit of, persons in the United States or U.S. Persons (the “U.S. Memorandum”), and, forthwith after preparation, any amendment to the U.S. Memorandum;
(c) as soon as they are available, copies of any Prospectus Amendment filed by the Corporation Supplementary Material, in the Qualifying ProvincesEnglish language, as required, signed as required by the Applicable Securities Laws of the Qualifying Provinces (provided that the Agent has also signed and certified each such Amendment, as applicable) and including, in each case, copies of any Documents Incorporated documents incorporated by Reference reference therein which have not been previously delivered to the Agent or filed on SEDAR;Underwriters; and
(dc) prior to the filing of the Supplement Prospectus with the Canadian Securities RegulatorsCommissions, a “long form” "comfort letter letter" from the AuditorsCorporation's auditors, dated the date of the Supplement (with the relevant procedures to be completed by the Auditors not more than two Business Days prior to such date)Prospectus, addressed to the Agent Underwriters and reasonably satisfactory in form and substance to the Agent Underwriters and the Agent’s Counsel, acting reasonablyUnderwriters' counsel, 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 documents incorporated therein by Reference reference with indicated amounts in the financial statements or accounting records of the Corporation or other applicable entity or business and have found such information and percentages to be in agreement; and
(e) , which comfort letter shall be based on the Corporation's auditors review having a cut-off date of not more than two Business Days prior to the Closing Date, evidence satisfactory to the Agent and Agent’s Counsel, acting reasonably, that the listing date of the Offered Shares and the Additional Offered Shares have been conditionally approved for listing on the CSE, subject to satisfaction of certain customary conditions set forth thereinProspectus. A comfort letter Comfort letters similar to the foregoing shall be provided to the Agent Underwriters with respect to any Prospectus Amendment Supplementary Material and any other relevant document at the time the same is presented to the Agent Underwriters for 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 CounselUnderwriters' counsel, acting reasonably. The filings and deliveries referred to in this Section 5 subsections 4(a) and (b) shall also constitute the Corporation’s 's consent to the use by the Agent Underwriters and other members of the Selling Dealer Group of the Documents, the Prospectuses and any Selling Firm of the Prospectus, any Prospectus Amendment and any Documents Incorporated by Reference Supplementary Material in connection with the offering and sale of the Qualified Securities in the Selling Jurisdictions in compliance with the provisions of this Agreement and Applicable Securities LawsOffered Units.
Appears in 1 contract
Delivery of Prospectus and Related Documents. The Corporation Fund shall deliver or cause to be delivered without charge to the Agent Agents and the Agent’s Counsel Agents' counsel the documents set forth out below at the respective times indicated:
(a) concurrently prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions of each of the Supplement:
(i) Preliminary Prospectus and the Prospectus copies of the Preliminary Prospectus and the Prospectus, each in the English and French languages, signed as required by the Applicable Securities Laws of the Qualifying Provinces (provided that the Agent shall have also signed and certified the Supplement);
(ii) copies of any Documents Incorporated by Reference which have not previously been delivered to the Agent or filed on SEDAR; and
(iii) copy of any other document required to be filed by the Corporation under Applicable Securities Laws during the period of distribution of the Qualified Securities, to the extent not filed on SEDARProvinces;
(b) as soon as it is available, and only if required, the private placement memorandum incorporating the Base Prospectus and the Prospectus prepared for use in connection with the offer and sale of the Qualified Securities to, or for the account or benefit of, persons in the United States or U.S. Persons (the “U.S. Memorandum”), and, forthwith after preparation, any amendment to the U.S. Memorandum;
(c) as soon as they are available, copies of any Prospectus Amendment filed by the Corporation Supplementary Material, in the Qualifying ProvincesEnglish and French languages, as required, signed as required by the Applicable Securities Laws of the Qualifying Provinces (provided that the Agent has also signed and certified each such Amendment, as applicable) and including, in each case, copies of any Documents Incorporated by Reference therein which have not been previously delivered to the Agent or filed on SEDARLaws;
(dc) prior to the filing of the Supplement Prospectus with the Canadian Securities RegulatorsCommissions, a “long form” "comfort letter letter" from the AuditorsFund's auditors, dated the date of the Supplement (with the relevant procedures to be completed by the Auditors not more than two Business Days prior to such date)Prospectus, addressed to the Agent Agents and reasonably satisfactory in form and substance to the Agent Agents and the Agent’s Counsel, acting reasonablyAgents' counsel, 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 documents incorporated therein by Reference reference with indicated amounts in the financial statements or accounting records of the Corporation or other applicable entity or business Fund and have found such information and percentages to be in agreement, which comfort letter shall be based on the Fund's auditors review having a cut-off date of not more than two Business Days prior to the date of the Prospectus;
(d) at the respective times of delivery to the Agents of the Preliminary Prospectus and the Prospectus, the Fund shall deliver to the Agents:
(i) an opinion of local counsel in Quebec, addressed to the Agents and the Agents' counsel and dated at the date of the filing of the Preliminary Prospectus and the Prospectus, respectively, in form acceptable to the Agents and the Agents' counsel, acting reasonably, to the effect that, except for information in the Prospectus translated by each of the Fund's auditors, the French language version of such document 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
(eii) prior an opinion from the Fund's auditors, addressed to the Closing DateAgents and the Agents' counsel and dated the date of the filing of the Preliminary Prospectus and the Prospectus, evidence satisfactory respectively, in form acceptable to the Agent Agents and Agent’s Counselthe Agents' counsel, acting reasonably, to the effect that the listing information excepted from the opinion of counsel referred to in subsection 4(d)(i) in the French language version of such document is in all material respects a complete and proper translation of the Offered Shares information contained in the English language versions thereof and the Additional Offered Shares have been conditionally approved for listing on the CSE, subject is not susceptible to satisfaction of certain customary conditions set forth any materially different interpretation with respect to any material matter contained therein. A Opinions and comfort letter letters similar to the foregoing shall be provided to the Agent Agents with respect to any Prospectus Amendment Supplementary Material and any other relevant document at the time the same is presented to the Agent Agents for 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 CounselAgents' counsel, acting reasonably. The filings and deliveries referred to in this Section 5 subsections 4(a) and (b) shall also constitute the Corporation’s Fund's consent to the use by the Agent Agents and other members of the Selling Dealer Group of the Prospectuses and any Selling Firm of the Prospectus, any Prospectus Amendment and any Documents Incorporated by Reference Supplementary Material in connection with the offering and sale of the Qualified Securities in the Selling Jurisdictions in compliance with the provisions of this Agreement and Applicable Securities LawsOffered Units.
Appears in 1 contract
Delivery of Prospectus and Related Documents. (a) The Corporation Trust shall deliver or cause to be delivered without charge to the Agent and the Agent’s Counsel Underwriters the documents set forth out below at the respective times indicated:
(ai) concurrently prior to or contemporaneously, as early as practicable, with the filing with the Securities Commissions of each of the SupplementPreliminary Prospectus and the Prospectus:
(iA) copies of the Prospectus, Preliminary Prospectus and the Prospectus signed as required by Applicable the Canadian Securities Laws of the Qualifying Provinces (provided that the Agent shall have also signed and certified the Supplement)Laws;
(iiB) copies of the U.S. Placement Memorandum, if required by the Underwriters; and
(C) copies of any Documents Incorporated documents incorporated by Reference reference in the Preliminary Prospectus, Prospectus which have not previously been delivered to the Agent or filed on SEDAR; and
(iii) copy of any other document required to be filed by the Corporation under Applicable Securities Laws during the period of distribution of the Qualified Securities, to the extent not filed on SEDARUnderwriters;
(b) as soon as it is available, and only if required, the private placement memorandum incorporating the Base Prospectus and the Prospectus prepared for use in connection with the offer and sale of the Qualified Securities to, or for the account or benefit of, persons in the United States or U.S. Persons (the “U.S. Memorandum”), and, forthwith after preparation, any amendment to the U.S. Memorandum;
(cii) as soon as they are available, copies of any Prospectus Amendment Supplementary Material required to be filed by under the Corporation in the Qualifying ProvincesCanadian Securities Laws, signed as required by Applicable the Canadian Securities Laws of the Qualifying Provinces (provided that the Agent has also signed and certified each such Amendment, as applicable) and including, in each case, copies of any Documents Incorporated documents or information incorporated by Reference reference therein which have not been previously delivered to the Agent or filed on SEDARUnderwriters;
(diii) at the time of delivery to the Underwriters of the Preliminary Prospectus pursuant to this subparagraph 4(a), a draft of the “long-form” comfort letter from the Trust’s auditors, dated the date of the Preliminary Prospectus, and reasonably satisfactory in form and substance to the Underwriters addressed to the Underwriters and the Trust, with respect to the financial and accounting information contained in or incorporated by reference in the Preliminary Prospectus, which comfort letter shall be based on a review by the auditors having a cut-off date not more than two business days prior to the date of the comfort letter and shall be in addition to any comfort letters which must be filed with securities regulatory authorities pursuant to Canadian Securities Laws; and
(iv) prior to the filing of the Supplement Prospectus with the Canadian Securities RegulatorsCommissions, a “long long-form” comfort letter from the AuditorsTrust’s auditors, dated the date of the Supplement (with the relevant procedures to be completed by the Auditors not more than two Business Days prior to such date)Prospectus, addressed to the Agent and reasonably satisfactory in form and substance to the Agent Underwriters and the AgentUnderwriter’s Counsel, acting reasonablycounsel, to the effect that they have carried out certain procedures performed for the purposes of comparing certain specified financial information and percentages appearing contained in the Prospectus and the Documents Incorporated by Reference with indicated amounts in the financial statements or accounting records of the Corporation or other applicable entity or business Trust and have found such information and percentages to be in agreement; and
(e) , which comfort letter shall be based on a review by the auditors having a cut-off date not more than two business days prior to the Closing Date, evidence satisfactory to the Agent and Agent’s Counsel, acting reasonably, that the listing date of the Offered Shares and the Additional Offered Shares have been conditionally approved for listing on the CSE, subject to satisfaction of certain customary conditions set forth therein. A comfort letter Prospectus.
(b) Comfort letters similar to the foregoing shall be provided to the Agent Underwriters with respect to any Prospectus Amendment Supplementary Material filed under paragraph 7 at the time the same is presented to the Agent Underwriters for their signature or, if the Agent’s signature is Underwriters’ 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 Underwriters and the Agent’s Counseltheir counsel, acting reasonably. .
(c) The filings and deliveries delivery to the Underwriters of the documents referred to in this Section 5 subparagraphs 4(a)(i) and (ii) hereof shall also constitute a joint and several representation and warranty by the Corporation’s Trust Parties to the Underwriters that:
(i) all information and statements contained therein and incorporated therein by reference (except any Underwriters’ Information or any information or statements which are modified by or superseded by information or statements contained in the Preliminary Prospectus, the Prospectus, the U.S. Placement Memorandum or any Supplementary Material, as the case may be) are at the respective dates of delivery thereof true and correct in all material respects, contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Offered Units as required by the Canadian Securities Laws, and that, with respect to such information and statements, there has been no omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made and that such documents conform in all material respects to the requirements of Canadian Securities Laws, including, without limitation, NI 44-101; and
(ii) except as has been disclosed in the Public Record, there has been no intervening material change (actual, proposed or prospective, whether financial or otherwise), from the date of the Preliminary Prospectus, the Prospectus, the U.S. Placement Memorandum and any Supplementary Material to the time of delivery thereof, in the business, operations, revenues, capital, properties, assets, prospects, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise), or results of operations, or ownership of the Trust Parties (taken as a whole).
(d) The Trust Parties consent to the Underwriters’ use by of the Agent and any Selling Firm of Preliminary Prospectus, the Prospectus, any Prospectus Amendment the U.S. Placement Memorandum and any Documents Incorporated Supplementary Material and any of the documents incorporated therein by Reference in connection with reference for the offering and sale distribution of the Qualified Securities in the Selling Jurisdictions Offered Units in compliance with the provisions of this Agreement and Applicable Securities LawsAgreement.
Appears in 1 contract
Delivery of Prospectus and Related Documents. (a) The Corporation Company shall deliver or cause to be delivered without charge to the Agent Dealer Managers and the Agent’s Counsel Dealer Managers’ counsel the documents set forth out below at the respective times indicated:
(a) concurrently with the filing of the Supplement:
(i) copies of on the date hereof, or as soon as possible thereafter, the Canadian Prospectus, signed as required by Applicable Securities Laws of Laws, and the Qualifying Provinces (provided that the Agent shall have also signed and certified the Supplement)U.S. Prospectus;
(ii) copies of any Documents Incorporated by Reference which have not previously been delivered to the Agent or filed on SEDAR; and
(iii) copy of any other document required to be filed by the Corporation under Applicable Securities Laws during the period of distribution of the Qualified Securities, to the extent not filed on SEDAR;
(b) as soon as it is available, and only if required, the private placement memorandum incorporating the Base Prospectus and the Prospectus prepared for use in connection with the offer and sale of the Qualified Securities to, or for the account or benefit of, persons in the United States or U.S. Persons (the “U.S. Memorandum”), and, forthwith after preparation, any amendment to the U.S. Memorandum;
(c) as soon as they are available, copies of the English and French language versions of any Canadian Prospectus Amendment filed by the Corporation in the Qualifying ProvincesAmendment, signed as required by Applicable Securities Laws Laws, and copies of any U.S. Prospectus Amendment required to be filed under any Securities Laws;
(iii) at the time of delivery of the Qualifying Provinces French language version of the Canadian Prospectus to the Dealer Managers pursuant to this Section 6(a):
(provided that A) opinions addressed to the Agent has also signed Dealer Managers, Catalyst, each of the Dealer Managers’ counsel and certified Catalyst’s counsel, in form and substance satisfactory to the Dealer Managers, acting reasonably, dated in the case of each such of the Canadian Prospectus and any Canadian Prospectus Amendment, as applicable) of the respective date of filing thereof (or such other date as mutually agreed to by Catalyst and includingthe Dealer Managers), in each case, copies of any Documents Incorporated by Reference therein which have not been previously delivered to the Agent effect that the French language version of the Canadian Prospectus or filed on SEDAR;any Canadian Prospectus Amendment, as the case may be, including all documents incorporated by reference, including all financial information, is in all material respects a complete and accurate translation of the English language version thereof, and
(dB) prior an opinion of Quebec counsel, dated in the case of each of the Canadian Prospectus and any Canadian Prospectus Amendment, as of the respective date of filing thereof (or such other date as mutually agreed to by Catalyst and the Dealer Managers), and acceptable in form and substance to each of the Dealer Managers’ counsel, acting reasonably, as to compliance of the Canadian Prospectus and any Canadian Prospectus Amendment, if applicable, with the laws of the Province of Quebec relating to the filing use of the Supplement with French language; and
(iv) at the time of delivery of the Canadian Securities RegulatorsProspectus and the U.S. Prospectus to the Dealer Managers pursuant to this Section 6(a), a long-form “long formcomfort letter” comfort letter from the Auditors, external auditors to Catalyst dated as of the date of the Supplement Canadian Prospectus (with the relevant requisite procedures to be completed by the Auditors not more than auditors within two Business Days prior to such date), of the date of the Canadian Prospectus) addressed to the Agent Dealer Managers, in customary form and satisfactory in form and substance to the Agent and the Agent’s CounselDealer Managers, acting reasonably, to with respect to, inter alia, the effect that they have carried out certain procedures performed for the purposes of comparing certain specified financial information and percentages appearing accounting data (both audited and unaudited) contained in or incorporated by reference in the Canadian Prospectus and the Documents Incorporated by Reference with indicated amounts in U.S. Prospectus;
(b) The delivery to the financial statements or accounting records Dealer Managers of the Corporation Canadian Prospectus and the U.S. Prospectus shall constitute a representation and warranty to the Dealer Managers by the Company that:
(i) on or other applicable entity prior to the Record Date, the Rights will be duly and validly created, and on or business prior to the Expiry Date the Subscription Receipts will be duly and have found such validly created;
(ii) the Canadian Prospectus and the U.S. Prospectus (except any information and percentages statements contained therein relating solely to be in agreementthe Dealer Managers which have been provided by the Dealer Managers) constitute full, true and plain disclosure of all material facts relating to the Company and its subsidiaries and the Securities;
(iii) the Canadian Prospectus and the U.S. Prospectus (except any information and statements contained therein relating solely to the Dealer Managers which have been provided by the Dealer Managers) do not contain a Misrepresentation; and
(eiv) prior the Canadian Prospectus and the U.S. Prospectus comply, in all material respects, with applicable Securities Laws. Such delivery shall also constitute the consent of the Company to the use of (A) the Canadian Prospectus by the Dealer Managers in connection with the distribution of the Rights, the Subscription Receipts issuable on the exercise of Rights, the Common Shares issuable upon the deemed exercise of the Subscription Receipts, the Standby Subscription Receipts and the Common Shares issuable upon the deemed exercise of the Standby Subscription Receipts as well as the resale of the Standby Subscription Receipts and the Common Shares by the Standby Purchasers following issuance to the Standby Purchasers in the Canadian Qualifying Jurisdictions, and (B) the U.S. Prospectus by the Dealer Managers (or in the case of distributions in the United States, the U.S. Affiliates of the Dealer Managers) in connection with the distribution of the Rights, the Subscription Receipts issuable on the exercise of Rights, the Common Shares issuable upon the deemed exercise of the Subscription Receipts, the Standby Subscription Receipts and the Common Shares issuable upon the deemed exercise of the Standby Subscription Receipts as well as the resale of the Standby Subscription Receipts and the Common Shares by the Standby Purchasers following issuance to the Standby Purchasers in the Qualifying Jurisdictions in the United States and to Exempt U.S. Institutions.
(c) The Company acknowledges and agrees that it will:
(i) take or cause to be taken all steps and proceedings, including receiving acceptance for the filing of the Canadian Prospectus, that may be required under the rules of the TSX so that the Rights are listed and posted for trading on the TSX on or about March 7, 2008, being the second trading day preceding the Record Date, and the Subscription Receipts issuable upon the exercise of such Rights, the Common Shares issuable upon the deemed exercise of such Subscription Receipts, the Standby Subscription Receipts and the Common Shares issuable upon the deemed exercise of the Standby Subscription Receipts will be conditionally approved for listing by the TSX no later than the Closing Date, evidence satisfactory to the Agent and Agent’s Counsel, acting reasonably, that the listing of the Offered Shares and the Additional Offered Shares have been conditionally approved for listing on the CSE, subject in each case to satisfaction of certain customary conditions set forth therein. A comfort letter similar to normal post-closing filing requirements; and
(ii) cause the foregoing shall be provided to the Agent with respect to any Prospectus Amendment at the time the same is presented to the Agent for 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 Counsel, acting reasonably. The filings and deliveries referred to in this Section 5 shall also constitute the Corporation’s consent to the use by the Agent and any Selling Firm distribution of the Prospectus, any Prospectus Amendment and any Documents Incorporated by Reference in connection with the offering and sale of the Qualified Securities to be effected in the Selling Jurisdictions manner described in compliance with the provisions of this Agreement and Applicable Securities LawsProspectus.
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Delivery of Prospectus and Related Documents. 2.1 The Corporation shall deliver or cause to be delivered without charge to the Agent Underwriters and the Agent’s Counsel Underwriters' counsel the documents set forth out below at the respective times indicated:
(a) concurrently prior to or contemporaneously, as nearly as practicable, with the filing with the Securities Commissions and SEC of each of the SupplementAmended and Restated Preliminary Prospectus, the U.S. Amended and Restated Preliminary Prospectus, the Prospectus and the U.S. Prospectus:
(i) copies of the Amended and Restated Preliminary Prospectus and the Prospectus, each in the English and French languages, signed as required by Applicable the Securities Laws Legislation of the Qualifying Provinces (provided that the Agent shall have also signed and certified the Supplement);
(ii) copies of any Documents Incorporated documents incorporated by Reference reference therein which have not previously been delivered to the Agent or filed on SEDARUnderwriters; and
(iiiii) copy of any other document required to be filed by the Corporation under Applicable Securities Laws during the period of distribution copies of the Qualified SecuritiesRegistration Statement, including the U.S. Amended and Restated Preliminary Prospectus and U.S. Prospectus, and each amendment thereto, as filed with the SEC and copies of all exhibits and documents filed therewith which have not previously been delivered to the extent not filed on SEDARUnderwriters;
(b) as soon as it is available, and only if required, the private placement memorandum incorporating the Base Prospectus and the Prospectus prepared for use in connection with the offer and sale of the Qualified Securities to, or for the account or benefit of, persons in the United States or U.S. Persons (the “U.S. Memorandum”), and, forthwith after preparation, any amendment to the U.S. Memorandum;
(c) as soon as they are available, copies of the English and French language versions, as applicable, of any Prospectus Amendment and copies of any U.S. Prospectus Amendment required to be filed by the Corporation in the Qualifying Provinces, under Securities Legislation signed as required by Applicable the Securities Laws Legislation of the Qualifying Provinces (provided that the Agent has also signed and certified each such Amendment, as applicable) and including, in each case, copies of any Documents Incorporated documents or information incorporated by Reference reference therein which have not been previously delivered to the Agent Underwriters;
(c) at the time of the delivery to the Underwriters pursuant to this paragraph 2.1 of the French language version of the Amended and Restated Preliminary Prospectus or filed on SEDARthe Prospectus:
(i) opinions of counsel in Quebec addressed to the Corporation, the Underwriters and their respective counsel and dated the date of the Amended and Restated Preliminary Prospectus or Prospectus, as the case may be, to the effect that the French language version thereof and of any documents incorporated therein by reference (except for any financial statements and financial information which are the subject of the opinion of the auditors referred to below (the "Financial Information"), as to which no opinion need be expressed by Quebec counsel) are in all material respects a complete and proper translation of the English language version thereof and that such English and French language versions are not susceptible to any materially different interpretation with respect to any matter contained therein; and
(ii) an opinion of the Corporation's and Legerity's auditors addressed to the Corporation, the Underwriters and their respective counsel and dated the date of the Amended and Restated Preliminary Prospectus or Prospectus, as the case may be, to the effect that the French language version of the Financial Information set forth therein or incorporated therein by reference is in all material respects a complete and proper translation of the English language version thereof and that such English and French language versions are not susceptible to any materially different interpretation with respect to any matter contained therein;
(d) prior at the time of delivery to the filing Underwriters pursuant to this paragraph 2.1 of the Supplement with the Canadian Securities RegulatorsProspectus, a “long form” comfort letter from the AuditorsCorporation's and Legerity's auditors, dated the date of the Supplement (with the relevant procedures to be completed by the Auditors not more than two Business Days prior to such date), Prospectus and addressed to the Agent Underwriters and the Board of Directors of the Corporation and reasonably satisfactory in form and substance to the Agent and the Agent’s CounselUnderwriters, acting reasonably, with respect to the effect that they have carried out certain procedures performed for the purposes of comparing certain specified financial and accounting information and percentages appearing in the Prospectus and the Documents Incorporated by Reference with indicated amounts in the financial statements or accounting records respect of the Corporation and Legerity and other numerical data contained in or other applicable entity or incorporated by reference in the Prospectus, which comfort letter shall be based on a review by the auditors having a cut-off date not more than two business days prior to the date of the comfort letter and have found such information and percentages to shall be in agreementaddition to any comfort letters which must be filed with Securities Commissions and SEC pursuant to applicable Securities Legislation;
(e) at the time of the filing of the Prospectus, a letter from the TSX advising the Corporation that conditional listing approval for the Subscription Receipts, Convertible Debentures and Common Shares has been granted; and
(ef) prior to at the Closing Date, evidence satisfactory to the Agent and Agent’s Counsel, acting reasonably, that the listing time of the Offered U.S. Prospectus, a letter from the NYSE advising the Corporation that conditional listing approval for the Common Shares and the Additional Offered Shares have has been conditionally approved for listing on the CSE, subject to satisfaction of certain customary conditions set forth thereingranted. A Opinions or comfort letter letters similar to the foregoing shall be provided to the Agent Underwriters with respect to any Prospectus Amendment filed pursuant to paragraph 5.2 and any other relevant document that may be translated into the French language at the time the same is presented to the Agent Underwriters for 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 and the Agent’s Counsel, acting reasonably. The filings and deliveries referred to in this Section 5 shall also constitute the Corporation’s consent to the use by the Agent and any Selling Firm of the Prospectus, any Prospectus Amendment and any Documents Incorporated by Reference in connection with the offering and sale of the Qualified Securities in the Selling Jurisdictions in compliance with the provisions of this Agreement and Applicable Securities Laws.is
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Delivery of Prospectus and Related Documents. The Corporation (a) On or prior to the time of filing of the Prospectus Supplement (except as stated otherwise), Nomad shall deliver or cause to be delivered without charge to each of the Underwriters and Yamana (except to the Agent and extent such documents have been previously delivered to the Agent’s Counsel the documents set forth below at the respective times indicated:
(a) concurrently with the filing of the Supplement:Underwriters or are available on SEDAR):
(i) copies a copy of each of the Prospectus, Final Base Shelf Prospectus and the Prospectus Supplement in the English language signed and certified by the Company as required by Applicable Securities Laws of the Qualifying Provinces (provided that the Agent shall have also signed and certified the Supplement)Laws;
(ii) copies of any Documents Incorporated by Reference which have not previously been delivered to the Agent 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 each of the Qualified Securities, to the extent not filed on SEDAR;
(b) as soon as it is available, and only if required, the private placement memorandum incorporating the Final Base Shelf Prospectus and the Prospectus prepared for use in connection with the offer and sale of the Qualified Securities to, or for the account or benefit of, persons Supplement in the United States or U.S. Persons (French language signed and certified by the “U.S. Memorandum”), and, forthwith after preparation, any amendment to Company as required by Securities Laws applicable in the U.S. MemorandumProvince of Quebec;
(ciii) as soon as they are available, copies of the English and French language versions, as applicable, of any Prospectus Amendment required to be filed by under any of the Corporation in the Qualifying ProvincesSecurities Laws, signed as required by Applicable the Securities Laws of the Qualifying Provinces (provided that the Agent has also signed and certified each such Amendment, as applicable) and including, in each case, copies of any Documents Incorporated by Reference therein which have not been previously delivered to the Agent or filed on SEDARLaws;
(div) prior at the time of delivery of the French language version of the Prospectus Supplement and any Prospectus Amendment to the filing Underwriters and Yamana pursuant to this Section 4(a)(iv):
(A) an opinion of the Supplement with the Canadian Securities Regulators, a “long form” comfort letter from the AuditorsNomad's Québec counsel, dated the date of the Prospectus Supplement or the Prospectus Amendment, as the case may be, to the effect that, except for the French language versions of the Financial Disclosure (with collectively, the relevant procedures “Translated Financial Information”) each of the Supplemented Prospectus (including any document incorporated by reference therein) and such Prospectus Amendment, as the case may be, in the French language is in all material respects a complete and proper translation of the English language version thereof, and an opinion of Nomad's auditors, at the same time or times and substantially to be completed by the same effect, in respect of the Translated Financial Information.
(v) at the Closing Time, a long form comfort letter from each of the Auditors addressed to the Underwriters and Yamana dated the Closing Date, in form and substance satisfactory to the Underwriters and Yamana, acting reasonably, relating to the verification of certain of the financial information and accounting data relating to Nomad and its subsidiaries contained in any such document, which comfort letter shall be based on a review having a cut-off date not more than two Business Days business days prior to the date of such date)letter. Each letter shall also state the Auditors are independent public accountants within the meaning of Securities Laws; and
(vi) as soon as they are available, addressed copies of each U.S. Placement Memorandum for distribution in connection with proposed sales of Offered Shares to QIBs pursuant to Rule 144A under the U.S. Securities Act.
(b) The delivery to the Agent Underwriters and satisfactory in form Yamana of the filed Prospectus and substance each U.S. Placement Memorandum shall constitute a representation and warranty to each of the Agent Underwriters 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 Yamana by Nomad that:
(i) all information and percentages appearing statements contained in the Prospectus and the Documents Incorporated by Reference with indicated amounts U.S. Placement Memorandum (except Underwriters’ Information and Yamana Matters) 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 Nomad and the financial Offered Shares;
(ii) the Prospectus and the U.S. Placement Memorandum do not contain a misrepresentation within the meaning of Securities Laws and no material fact or information has been omitted from the Prospectus or the U.S. Placement Memorandum which is required to be stated therein or is necessary to make the statements or accounting records information contained therein not misleading in light of the Corporation or other applicable entity or business and have found such information and percentages to be circumstances in agreementwhich they were made; and
(eiii) prior to the Closing Date, evidence satisfactory to the Agent and Agent’s Counsel, acting reasonably, that the listing of the Offered Shares Prospectus and the Additional Offered Shares have been conditionally approved for listing on the CSE, subject to satisfaction of certain customary conditions set forth therein. A comfort letter similar to the foregoing shall be provided to the Agent with respect to any Prospectus Amendment at the time the same is presented to the Agent for signature or, if the Agent’s signature is not required, at the time the same is filed. All such comfort letters shall be U.S. Placement Memorandum comply in form and substance acceptable to the Agent and the Agent’s Counsel, acting reasonably. The filings and deliveries referred to in this Section 5 shall also constitute the Corporation’s consent to the use by the Agent and any Selling Firm of the Prospectus, any Prospectus Amendment and any Documents Incorporated by Reference in connection all material respects with the offering and sale requirements of the Qualified Securities in the Selling Jurisdictions in compliance with the provisions of this Agreement and Applicable applicable Securities Laws.
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