Demand Qualification Sample Clauses

Demand Qualification. Subject to the limits set out in Sections 4.2 and 4.4, if the Corporation receives a written request from an Investor that the Corporation file a prospectus under Canadian Securities Laws qualifying for distribution all or any portion of such Investor’s Qualifiable Securities, the Corporation will, subject to an Underwriter’s Cutback and provided that the proposed sale of such Qualifiable Securities would be a Control Distribution (a “Demand Qualification”), as soon as practicable and in any event within sixty (60) days following the date of receipt of the written request referred above, prepare and file in the Qualifying Jurisdictions a prospectus in order to qualify the distribution of all of the Qualifiable Securities of such Investor(s) specified in their respective requests and use its reasonable best efforts to receive a final receipt or equivalent document in respect of such prospectus. The Investors will not initiate a request for a Demand Qualification within ninety (90) days of the Receipt Date in respect of a prospectus qualifying an offering of Shares by the Corporation, provided that the Investors were provided with the opportunity to participate in a Piggy-Back Qualification in accordance with this Agreement in connection with such offering without a material Underwriter’s Cutback.
Sample 1
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Demand Qualification. Subject to the limits set out in Sections 4.2 and 4.3, if the Corporation receives a written request from an IQ Party that the Corporation file a prospectus under Canadian Securities Laws qualifying for distribution of all or any portion of the Qualifiable Securities, the Corporation will, subject to an Underwriter’s Cutback and provided that the proposed sale of such Qualifiable Securities would be a Control Distribution, as soon as practicable and in any event within sixty (60) days following the date of receipt of the written request referred above, prepare and file in the Qualifying Jurisdictions a prospectus in order to qualify the distribution of all of the Qualifiable Securities of the IQ Parties specified in their respective requests and use its reasonable best efforts to receive a final receipt or equivalent document in respect of such prospectus. The IQ Parties will not initiate a request for a Demand Qualification within ninety (90) days of the Receipt Date in respect of a prospectus qualifying an offering of Shares by the Corporation, provided that the IQ Parties were provided with the opportunity to participate in a Piggy-Back Qualification in accordance with this Agreement in connection with such offering without significant Underwriter’s Cutback.
Sample 1
Demand Qualification. At any time after the Closing Date (as defined in the Purchase Agreement), upon the written request of Investors (as defined below) holding at least an aggregate of twenty-five percent (25%) of the Qualifiable Shares (as defined below) then outstanding (the "Requesting Holders"), the Company shall use its reasonable best efforts to prepare and file, or to cause to be prepared and filed, all necessary documents, including a prospectus, for one or more equity securities offerings under Applicable Securities Laws in some or all of the provinces or territories of Canada (or federally, if applicable) in which the Company is a "reporting issuer" under the Applicable Securities Laws of such provinces or territories other than the Province of Quebec (for the purposes of this Section 1, the "Qualification Provinces") of all or any portion (as required by the Requesting Holders) of the Qualifiable Shares held by the Requesting Holders having an aggregate offering or sale price of at least US$5,000,000 (a "Demand Qualification"). The Company shall not be required to effect more than three Demand Qualifications or Demand Registrations (as defined in the United States registration rights agreement entered into on the date hereof (the "US Registration Rights Agreement")) in the aggregate; provided, however, that in the event the Purchaser acquires Warrant Shares upon the exercise of Warrants (as defined in the Purchase Agreement) within thirty (30) days following a request by the Company that the Purchaser exercise Warrants, the Purchaser may make a request for a demand qualification of some or all of the Warrant Shares so acquired (notwithstanding that such Warrant Shares may have an aggregate offering or sale price of less than US$5,000,000), and such demand qualification will not count as one of the three Demand Qualifications or Demand Registrations (as defined in the US Registration Rights Agreement) otherwise allowed by this Agreement or the US Registration Rights Agreement.
Sample 1
Demand Qualification. Subject to the limits set out in Sections 4.3 and 4.4, if the Company receives a written request from an A&P Party that the Company file a prospectus under Canadian Securities Laws qualifying for distribution of all or any portion of the Qualifiable Securities, the Company will, subject to the Underwriter's Cutback, as soon as practicable and in any event within 90 days following the date of receipt of the written request referred above, prepare and file in the Qualifying Jurisdictions a prospectus in order to qualify the distribution of all of the Qualifiable Securities of the A&P Parties specified in their respective requests and use its reasonable best efforts to receive a final receipt or equivalent document in respect of such prospectus. The A&P Parties will not initiate a request for a Demand Qualification within one hundred and twenty (120) days of the Receipt Date in respect of a prospectus qualifying an offering of Shares by the Company, provided that the A&P Parties were provided with the opportunity to participate in a Piggy-Back Qualification in accordance with this Agreement in connection with such offering.
Sample 1
Demand Qualification 
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Related to Demand Qualification

  • Registration and Qualification If and whenever the Company is required to effect the registration of any Registrable Securities under the Securities Act as provided in this Article II, the Company shall as promptly as practicable:

  • Number and Qualification Prior to a public offering of Shares there may be a sole Trustee. Thereafter, the number of Trustees shall be determined by a written instrument signed by a majority of the Trustees then in office, provided that the number of Trustees shall be no less than two or more than nine. No reduction in the number of Trustees shall have the effect of removing any Trustee from office prior to the expiration of his term. An individual nominated as a Trustee shall be at least 21 years of age and not older than 80 years of age at the time of nomination and not under legal disability. Trustees need not own Shares and may succeed themselves in office.

  • Formation and Qualification (a) Each Borrower is duly incorporated and in good standing under the laws of the state listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower has delivered to Agent true and complete copies of its certificate of incorporation and by-laws and will promptly notify Agent of any amendment or changes thereto.

  • Number and Qualifications The number of Managers of the Company shall not be less than three nor more than five, as may be determined by the Member from time to time, but no decrease in the number of Managers shall have the effect of shortening the term of any incumbent Manager.

  • Existence and Qualification The Contracting Party is an Oklahoma municipality, validly existing and in good standing under the laws of the State of Oklahoma, and the Contracting Party has all requisite power and authority to own, operate and lease its properties and to carry on its business as presently conducted.

  • Organization and Qualification The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

  • Due Organization and Qualification Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.

  • Organization, Standing and Qualification (a) FTN Financial Capital Markets is a division of First Tennessee Bank National Association, a national banking association duly organized, validly existing and in good standing under the laws of the United States, with full power and authority to own, lease and operate its properties and conduct its business as currently being conducted. FTN Financial Capital Markets is duly qualified to transact business as a foreign corporation and is in good standing in each other jurisdiction in which it owns or leases property or conducts its business so as to require such qualification and in which the failure to so qualify would, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, business, prospects or results of operations of FTN Financial Capital Markets.

  • Organization and Qualifications Customer and each of its Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) has the power and authority to own its properties and assets and to transact the businesses in which it presently is engaged and (iii) is duly qualified and is authorized to do business and is in good standing in each jurisdiction where it presently is engaged in business and is required to be so qualified.

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