DISTRIBUTION AND CERTAIN OBLIGATIONS OF THE UNDERWRITERS AND THE COMPANY. 4.1 Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase the Flow-Through Shares, and by acceptance of this Agreement the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, but not less than all, of the Flow-Through Shares. 4.2 The distribution of the Offered Securities and the Over-Allotment Option shall be qualified by the Prospectuses under Applicable Securities Laws. Offered Securities may be offered and sold in such other jurisdictions as the Company and the Underwriters may agree, provided the distribution of Offered Securities in such other jurisdictions are completed in accordance with the applicable laws of such other jurisdictions. 4.3 Until the date on which the distribution of the Offered Securities is completed or this Agreement is terminated, the Company shall promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Applicable Securities Laws to continue to qualify the distribution of the Offered Securities, or in the event that the Offered Securities have, for any reason ceased to so qualify, to so qualify again the Offered Securities for distribution in the Offering Jurisdictions. 4.4 The Company agrees that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as their agents to assist in the Offering and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable by the Underwriters. The Underwriters shall use their commercially reasonable efforts to ensure that such other dealers, if any, comply with the terms of this Agreement as applicable to the Underwriters. 4.5 Each Underwriter, or other registered dealer or broker, will deliver to the Company a Flow-Through Subscription Agreement in respect of the Flow-Through Shares purchased by purchasers, excluding the Underwriter, or other registered dealer or broker, as agent for the purchasers of Flow-Through Shares. 4.6 Each of the Underwriters acknowledges and agrees that it has the authority to execute and deliver the Flow-Through Subscription Agreements on behalf of the purchasers of Flow-Through Shares. The Company and the Underwriters acknowledge and agree that, to the extent that the Underwriters purchase any of the Flow-Through Shares, any person to whom the Underwriters resell such Flow-Through Shares will not be eligible for the tax benefits available to Canadian resident purchasers under federal and provincial tax legislation. 4.7 Each Underwriter covenants, represents and warrants to the Company that it will comply, to the extent applicable to the Underwriters, with the rules and policies of the TSXV and NYSE American and with Applicable Securities Laws in each Offering Jurisdiction in which it acts as Underwriter of the Company in connection with the Offering.
Appears in 2 contracts
Samples: Underwriting Agreement (New Found Gold Corp.), Underwriting Agreement (New Found Gold Corp.)
DISTRIBUTION AND CERTAIN OBLIGATIONS OF THE UNDERWRITERS AND THE COMPANY. 4.1 Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase the Flow-Through Purchased Shares, and by acceptance of this Agreement Agreement, the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, but not less than all, of the Flow-Through Purchased Shares.
4.2 The distribution of . In the Offered Securities and event the Underwriters exercise their right pursuant to the Over-Allotment Option to purchase the Additional Common Shares in whole, at any time, or in part, from time to time, up to 30 days after the Closing Date, the Company hereby agrees to issue and sell to the Underwriters and the Underwriters agree to purchase that number of Additional Common Shares requested in the notice of exercise of the Over-Allotment Option.
4.2 The Company understands that although this Agreement is presented on behalf of the Underwriters as purchasers, the Underwriters may arrange for Substituted Purchasers for the Purchased Shares and Additional Common Shares, if any, or offer and sell any or all of the Purchased Shares and Additional Common Shares to Qualified Institutional Buyers in connection with the private placement of the Purchased Shares and Additional Common Shares, if any, in the United States only in accordance with the provisions of this Agreement and, without limiting the foregoing, specifically Schedule "A" to this Agreement. It is further understood that the Underwriters agree to purchase or cause to be purchased the Purchased Shares, and if the Over-Allotment Option is exercised, the Additional Common Shares being issued by the Company, and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers or Qualified Institutional Buyers. Each Substituted Purchaser shall purchase the Purchased Shares and Additional Common Shares, as applicable, at the Purchase Price, and to the extent that Substituted Purchasers purchase such Purchased Shares and Additional Common Shares, the obligations of the Underwriters to do so will be reduced by the number of such shares purchased by the Substituted Purchasers from the Company. Any reference in this Agreement hereafter to "purchasers" shall be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any.
4.3 The distribution of the Purchased Shares, the Over-Allotment Option and any Additional Common Shares shall be qualified by the Prospectuses under Applicable Securities LawsLaws in the Qualifying Jurisdictions. Offered Securities Purchased Shares and/or Additional Common Shares may also be offered and sold sold:
(a) in the United States or to persons in the United States and only in accordance with the terms, conditions, representations, warranties and covenants of the parties contained in Schedule "A" hereto, the provisions of which are agreed to by the Company, the Underwriters and the U.S. Affiliates, and which are hereby incorporated by reference; and
(b) in such other jurisdictions as the Company and the Underwriters may agree, provided the distribution of Offered Securities Purchased Shares and/or Additional Common Shares in such other jurisdictions are completed in accordance with the applicable laws of such other jurisdictionsjurisdictions and will not result in the Company inheriting any reporting obligation in such jurisdictions as a result of such transaction.
4.3 4.4 Until the date on which the distribution of the Offered Securities Purchased Shares and Additional Common Shares is completed or this Agreement is terminated, the Company shall promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Applicable Securities Laws to continue to qualify the distribution of the Offered SecuritiesPurchased Shares and the Additional Common Shares, or in the event that the Offered Securities Purchased Shares and the Additional Common Shares have, for any reason ceased to so qualify, to so qualify again the Offered Securities Purchased Shares and the Additional Common Shares for distribution in the Offering Jurisdictionsdistribution.
4.4 4.5 The Company agrees that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as their agents to assist in the Offering and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable by the UnderwritersUnderwriters and be paid out of, and not in addition to, the Underwriting Fee. The Underwriters shall require and shall use their commercially reasonable efforts to ensure that such other dealers, if any, comply with the terms of this Agreement as applicable to the Underwriters.
4.5 Each Underwriter, or other registered dealer or broker, will deliver to the Company a Flow-Through Subscription Agreement in respect of the Flow-Through Shares purchased by purchasers, excluding the Underwriter, or other registered dealer or broker, as agent Underwriters and shall be responsible for the purchasers actions of Flow-Through Sharessuch other dealers.
4.6 Each of the Underwriters acknowledges and agrees that it has the authority to execute and deliver the Flow-Through Subscription Agreements on behalf of the purchasers of Flow-Through Shares. The Company and the Underwriters acknowledge and agree that, to the extent that the Underwriters purchase any of the Flow-Through Shares, any person to whom the Underwriters resell such Flow-Through Shares will not be eligible for the tax benefits available to Canadian resident purchasers under federal and provincial tax legislation.
4.7 Each Underwriter covenants, represents and warrants to the Company that it will comply, to the extent applicable to the Underwriters, comply with the rules and policies of the TSXV and NYSE American and with Applicable Securities Laws in of each Offering Qualifying Jurisdiction or other jurisdiction in which it acts as Underwriter of the Company in connection with the Offering, including any registration obligation. Each Underwriter is also responsible for the actions of its U.S. Affiliates under this Agreement.
Appears in 1 contract
DISTRIBUTION AND CERTAIN OBLIGATIONS OF THE UNDERWRITERS AND THE COMPANY. 4.1 Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase the Flow-Through Purchased Shares, and by acceptance of this Agreement the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, but not less than all, of the Flow-Through Purchased Shares.
4.2 The distribution Company understands that although this Underwriting Agreement is presented on behalf of the Offered Underwriters as purchasers, the Underwriters may arrange for Substituted Purchasers for the Purchased Shares and Additional Common Shares, if any, in connection with the private placement of the Purchased Shares and Additional Common Shares, if any, in the United States or to, or for the account or benefit of, U.S. Persons, only in accordance with the U.S. Securities Act, applicable state securities laws and the provisions of this Underwriting Agreement and, without limiting the foregoing, specifically Schedule "A" to this Underwriting Agreement. It is further understood that the Underwriters agree to purchase or cause to be purchased the Purchased Shares, and if the Over-Allotment Option is exercised, the Additional Common Shares being issued by the Company and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser shall purchase the Purchased Shares and Additional Common Shares, as applicable, at the Purchase Price, and to the extent that Substituted Purchasers purchase such Purchased Shares and Additional Common Shares, the obligations of the Underwriters to do so will be reduced by the number of such shares purchased by the Substituted Purchasers from the Company. Any reference in this Underwriting Agreement hereafter to "purchasers" shall be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any.
4.3 The distribution of the Purchased Shares, the Over-Allotment Option, any Additional Common Shares and the Compensation Option shall be qualified by the Prospectuses under Applicable Securities LawsLaws in the Qualifying Jurisdictions. Offered Securities Purchased Shares and/or Additional Common Shares may also be offered and sold sold:
(a) in the United States and to, or for the account or benefit of, U.S. Persons, in accordance with the terms, conditions, representations, warranties and covenants of the parties contained in Schedule “A” hereto, the provisions of which are agreed to by the Company, the Underwriters and the U.S. Affiliates, and which Schedule “A” forms part of this Agreement; and
(b) in such other jurisdictions as the Company and the Underwriters may agree, provided the distribution of Offered Securities Purchased Shares and/or Additional Common Shares in such other jurisdictions are completed in accordance with the applicable laws of such other jurisdictions.
4.3 4.4 Until the date on which the distribution of the Offered Securities Purchased Shares and Additional Common Shares is completed or this Agreement is terminated, the Company shall promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Applicable Securities Laws to continue to qualify the distribution of the Offered SecuritiesPurchased Shares and the Additional Common Shares, or in the event that the Offered Securities Purchased Shares and the Additional Common Shares have, for any reason ceased to so qualify, to so qualify again the Offered Securities Purchased Shares and the Additional Common Shares for distribution in the Offering Jurisdictionsdistribution.
4.4 4.5 The Company agrees that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as their agents to assist in the Offering and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable by the Underwriters. The Underwriters shall use their commercially reasonable efforts to ensure that such other dealers, if any, comply with the terms of this Agreement as applicable to the Underwriters.
4.5 Each Underwriter, or other registered dealer or broker, will deliver to the Company a Flow-Through Subscription Agreement in respect of the Flow-Through Shares purchased by purchasers, excluding the Underwriter, or other registered dealer or broker, as agent for the purchasers of Flow-Through Shares.
4.6 Each of the Underwriters acknowledges and agrees that it has the authority to execute and deliver the Flow-Through Subscription Agreements on behalf of the purchasers of Flow-Through Shares. The Company and the Underwriters acknowledge and agree that, to the extent that the Underwriters purchase any of the Flow-Through Shares, any person to whom the Underwriters resell such Flow-Through Shares will not be eligible for the tax benefits available to Canadian resident purchasers under federal and provincial tax legislation.
4.7 Each Underwriter covenants, represents and warrants to the Company that it will comply, to the extent applicable to the Underwriters, with the rules and policies of the TSXV and NYSE American Exchanges and with Applicable Securities Laws in all applicable securities legislation of each Offering Qualifying Jurisdiction in which it acts as Underwriter of the Company in connection with the Offering.
Appears in 1 contract
DISTRIBUTION AND CERTAIN OBLIGATIONS OF THE UNDERWRITERS AND THE COMPANY. 4.1 Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase the Flow-Through Common Shares, and by acceptance of this Agreement Agreement, the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, but not less than all, of the Flow-Through Common Shares.
4.2 The distribution of . In the Offered Securities and event the Underwriters exercise their right pursuant to the Over-Allotment Option to purchase the Over-Allotment Common Shares in whole, or in part, from time to time, up to 30 days after the Closing Date, the Company hereby agrees to issue and sell to the Underwriters and the Underwriters agree to purchase that number of Over-Allotment Common Shares requested in the notice of exercise of the Over-Allotment Option.
4.2 The Company understands that although this Agreement is presented on behalf of the Underwriters as purchasers, the Underwriters may arrange for substituted purchasers for the Common Shares and Over-Allotment Common Shares ("Substituted Purchasers"). It is further understood that the Underwriters agree to purchase or cause to be purchased the Common Shares, and if the Over-Allotment Option is exercised, the Over-Allotment Common Shares being issued by the Company, and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser shall purchase the Common Shares and Over-Allotment Common Shares, as applicable, at the Purchase Price, and to the extent that Substituted Purchasers purchase such Common Shares and Over-Allotment Common Shares, the obligations of the Underwriters to do so will be reduced by the number of such shares purchased by the Substituted Purchasers from the Company. Any reference in this Agreement hereafter to "purchasers" shall be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any.
4.3 The distribution of the Common Shares, the Over-Allotment Option and any Over-Allotment Common Shares shall be qualified by the Prospectuses under Applicable Securities LawsLaws in the Qualifying Jurisdictions. Offered Securities Common Shares and/or Over-Allotment Common Shares may also be offered and sold sold:
(a) in the United States only in accordance with the terms, conditions, representations, warranties and covenants of the parties contained in Schedule "A" hereto, the provisions of which are agreed to by the Company, the Underwriters and the U.S. Affiliates, and which are hereby incorporated by reference; and
(b) in such other jurisdictions as the Company and the Underwriters may agree, provided the distribution of Offered Securities Common Shares and/or Over-Allotment Common Shares in such other jurisdictions are completed in accordance with the applicable laws of such other jurisdictionsjurisdictions and will not result in the Company inheriting any reporting obligation in such jurisdictions as a result of such transaction.
4.3 4.4 Until the date on which the distribution of the Offered Securities Common Shares and Over-Allotment Common Shares is completed or this Agreement is terminated, the Company shall promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Applicable Securities Laws to continue to qualify the distribution of the Offered SecuritiesCommon Shares and the Over-Allotment Common Shares, or in the event that the Offered Securities Common Shares and the Over-Allotment Common Shares have, for any reason ceased to so qualify, to so qualify again the Offered Securities Common Shares and the Over-Allotment Common Shares for distribution in the Offering Jurisdictionsdistribution.
4.4 4.5 The Company agrees that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as their agents to assist in the Offering and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable by the UnderwritersUnderwriters and be paid out of, and not in addition to, the Underwriting Fee. The Underwriters shall require and shall use their commercially reasonable efforts to ensure that such other dealers, if any, comply with the terms of this Agreement as applicable to the Underwriters.
4.5 Each Underwriter, or other registered dealer or broker, will deliver to the Company a Flow-Through Subscription Agreement in respect of the Flow-Through Shares purchased by purchasers, excluding the Underwriter, or other registered dealer or broker, as agent Underwriters and shall be responsible for the purchasers actions of Flow-Through Sharessuch other dealers.
4.6 Each of the Underwriters acknowledges and agrees that it has the authority to execute and deliver the Flow-Through Subscription Agreements on behalf of the purchasers of Flow-Through Shares. The Company and the Underwriters acknowledge and agree that, to the extent that the Underwriters purchase any of the Flow-Through Shares, any person to whom the Underwriters resell such Flow-Through Shares will not be eligible for the tax benefits available to Canadian resident purchasers under federal and provincial tax legislation.
4.7 Each Underwriter covenants, represents and warrants to the Company that it will comply, to the extent applicable to the Underwriters, comply with the rules and policies of the TSXV and NYSE American and with Applicable Securities Laws in of each Offering Qualifying Jurisdiction or other jurisdiction in which it acts as Underwriter of the Company in connection with the Offering, including any registration obligation. Each Underwriter is also responsible for the actions of its U.S. Affiliates under this Agreement.
Appears in 1 contract
DISTRIBUTION AND CERTAIN OBLIGATIONS OF THE UNDERWRITERS AND THE COMPANY. 4.1 Subject to the terms and conditions of this Agreement, the Underwriters offer agree to purchase the Flow-Through Purchased Shares, and by acceptance of this Agreement the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, but not less than all, of the FlowPurchased Shares. In the event the Underwriters exercise their right pursuant to the Over-Through SharesAllotment Option to purchase the Additional Common Shares in whole, at any time, or in part, from time to time, up to 30 days after the Closing Date, the Company hereby agrees to issue and sell to the Underwriters and the Underwriters agree to purchase that number of Additional Common Shares requested in the notice of exercise of the Over-Allotment Option.
4.2 The distribution of the Offered Securities and Purchased Shares, the Over-Allotment Option and any Additional Common Shares shall be qualified by the Prospectuses Prospectus under Applicable Securities LawsLaws in the Qualifying Jurisdictions. Offered Securities Purchased Shares and/or Additional Common Shares may also be offered and sold sold:
(a) in the United States in compliance with U.S. Securities Laws; and
(b) in such other jurisdictions as the Company and the Underwriters may agree, provided the distribution of Offered Securities Purchased Shares and/or Additional Common Shares in such other jurisdictions are completed in accordance with the applicable laws of such other jurisdictions.
4.3 Until the date on which the distribution of the Offered Securities Purchased Shares and Additional Common Shares is completed or this Agreement is terminated, the Company shall promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Applicable Securities Laws to continue to qualify the distribution of the Offered SecuritiesPurchased Shares and the Additional Common Shares, or in the event that the Offered Securities Purchased Shares and the Additional Common Shares have, for any reason ceased to so qualify, to so qualify again the Offered Securities Purchased Shares and the Additional Common Shares for distribution in the Offering Jurisdictionsdistribution.
4.4 The Company agrees that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as their agents to assist in the Offering and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable by the Underwriters. The Underwriters shall require and shall use their commercially reasonable efforts to ensure that such other dealers, if any, comply with the terms of this Agreement as applicable to the UnderwritersUnderwriters and shall be responsible for the actions of such other dealers.
4.5 Each Underwriter, or other registered dealer or broker, will deliver to the Company a Flow-Through Subscription Agreement in respect of the Flow-Through Shares purchased by purchasers, excluding the Underwriter, or other registered dealer or broker, as agent for the purchasers of Flow-Through Shares.
4.6 Each of the Underwriters acknowledges and agrees that it has the authority to execute and deliver the Flow-Through Subscription Agreements on behalf of the purchasers of Flow-Through Shares. The Company and the Underwriters acknowledge and agree that, to the extent that the Underwriters purchase any of the Flow-Through Shares, any person to whom the Underwriters resell such Flow-Through Shares will not be eligible for the tax benefits available to Canadian resident purchasers under federal and provincial tax legislation.
4.7 Each Underwriter covenants, represents and warrants to the Company that it will comply, to the extent applicable to the Underwriters, comply with the rules and policies of the TSXV and NYSE American and with Applicable Securities Laws in of each Offering Qualifying Jurisdiction and the United States or other jurisdiction in which it acts as Underwriter of the Company in connection with the Offering.
4.6 The obligations of the Underwriters under this Section 4 are several and not joint or joint and several. No Underwriter will be liable for any act, omission, default or conduct by any other Underwriter or any other dealer appointed by any other Underwriter.
4.7 The Corporation shall deliver or cause to be delivered to the Co-Lead Underwriters and the Underwriters’ counsel the documents set out below at the respective times indicated:
(a) as soon as they are available, copies of the U.S. Prospectus Supplement as filed with the SEC, including all exhibits and documents filed therewith which have not previously been available on XXXXX or delivered to the Co-Lead Underwriters; and
(b) as soon as they are available, copies of any documents incorporated by reference in or exhibits to the Prospectus, the U.S. Prospectus, the Registration Statement or any amendment to any of them which have not been previously available on SEDAR or XXXXX or delivered to the Co-Lead Underwriters.
4.8 For purposes of this Section 4, the Underwriters shall be entitled to assume that the distribution of the Purchased Shares and Additional Common Shares, if any, is qualified in each of the Qualifying Jurisdictions and that the Purchased Shares and Additional Common Shares are registered under U.S. federal securities laws unless the Underwriters receive notice to the contrary from the Company or any applicable securities regulatory authority.
Appears in 1 contract
DISTRIBUTION AND CERTAIN OBLIGATIONS OF THE UNDERWRITERS AND THE COMPANY. 4.1 Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase the Flow-Through SharesInitial Units, and by acceptance of this Agreement the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, but not less than all, of the Flow-Through SharesInitial Units.
4.2 The distribution of the Offered Securities Units and the grant of the Over-Allotment Option shall be qualified by the Final Prospectuses under Applicable Securities Laws. The Offered Securities Units and the Over-Allotment Option may also be offered and sold in such other jurisdictions as the Company and the Underwriters may agree, provided the distribution of Offered Securities Units and the Over-Allotment Option in such other jurisdictions are completed in accordance with the applicable laws of such other jurisdictions.
4.3 Until the date on which the distribution of the Offered Securities Units is completed or this Agreement is terminated, the Company shall promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Applicable Securities Laws to continue to qualify the distribution of the Offered SecuritiesUnits, or in the event that the Offered Securities Units have, for any reason ceased to so qualify, to so qualify again the Offered Securities Units for distribution in the Offering Qualifying Jurisdictions.
4.4 The Company agrees that each of the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as their its agents to assist in the Offering and that the Underwriters each Underwriter may determine the remuneration payable to such other dealers appointed by themit. Such remuneration shall be payable by the UnderwritersUnderwriter so appointing. The Underwriters shall use their commercially reasonable efforts to ensure that such other dealers, if any, comply with the terms of this Agreement as applicable to the Underwriters, including but not limited to, compliance with all Applicable Securities Laws.
4.5 Each Underwriter, or other registered dealer or broker, will deliver to the Company a Flow-Through Subscription Agreement in respect of the Flow-Through Shares purchased by purchasers, excluding the Underwriter, or other registered dealer or broker, as agent for the purchasers of Flow-Through Shares.
4.6 Each of the Underwriters acknowledges and agrees that it has the authority to execute and deliver the Flow-Through Subscription Agreements on behalf of the purchasers of Flow-Through Shares. The Company and the Underwriters acknowledge and agree that, to the extent that the Underwriters purchase any of the Flow-Through Shares, any person to whom the Underwriters resell such Flow-Through Shares will not be eligible for the tax benefits available to Canadian resident purchasers under federal and provincial tax legislation.
4.7 Each Underwriter covenants, represents and warrants to the Company that it will comply, to the extent applicable to the Underwriters, with the rules and policies of the TSXV and NYSE American and with Applicable Securities Laws in all applicable securities legislation of each Offering Qualifying Jurisdiction in which it acts as Underwriter of the Company in connection with the Offering.
Appears in 1 contract
DISTRIBUTION AND CERTAIN OBLIGATIONS OF THE UNDERWRITERS AND THE COMPANY. 4.1 Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase the Flow-Through SharesOffered Securities, and by acceptance of this Agreement Agreement, the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, but not less than all, of the Flow-Through SharesOffered Securities as described in the second paragraph of this Agreement.
4.2 The distribution of the Offered Securities and Securities, the Over-Allotment Option Option, and any Additional Securities shall be qualified by the Prospectuses under Applicable Securities Laws. Offered Securities and/or Additional Securities may also be offered and sold sold:
(a) in the United States in accordance with the terms, conditions, representations, warranties and covenants of the parties contained in Schedule "A" hereto, the provisions of which are agreed to by the Company, the Underwriters and the U.S. Affiliates, and which Schedule "A" forms part of this Agreement; and
(b) in such other jurisdictions as the Company and the Underwriters may agree, provided the distribution of Offered Securities and/or Additional Securities in such other jurisdictions are completed in accordance with the applicable laws of such other jurisdictions and does not give rise to any requirement on the part of the Company to file a prospectus or offering memorandum or similar obligation, and does not impose any form of continuous disclosure obligations on the Company in such jurisdictions.
4.3 Until the date on which the distribution of the Offered Securities and Additional Securities is completed or this Agreement is terminated, the Company shall promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Applicable Securities Laws to continue to qualify the distribution of the Offered Securities and the Additional Securities, or in the event that the Offered Securities and the Additional Securities have, for any reason ceased to so qualify, to so qualify again the Offered Securities and the Additional Securities for distribution in the Offering Qualifying Jurisdictions.
4.4 The Company agrees that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as their agents to assist in the Offering and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable by the Underwriters. The Underwriters shall use their commercially reasonable best efforts to ensure that such other dealers, if any, comply with the terms of this Agreement as applicable to the Underwriters.
4.5 Each Underwriter, or other registered dealer or broker, will deliver to the Company a Flow-Through Subscription Agreement in respect of the Flow-Through Shares purchased by purchasers, excluding the Underwriter, or other registered dealer or broker, as agent for the purchasers of Flow-Through Shares.
4.6 Each of the Underwriters acknowledges and agrees that it has the authority to execute and deliver the Flow-Through Subscription Agreements on behalf of the purchasers of Flow-Through Shares. The Company and the Underwriters acknowledge and agree that, to the extent that the Underwriters purchase any of the Flow-Through Shares, any person to whom the Underwriters resell such Flow-Through Shares will not be eligible for the tax benefits available to Canadian resident purchasers under federal and provincial tax legislation.
4.7 Each Underwriter covenants, represents and warrants to the Company that it will comply, to the extent applicable to the Underwriters, with the rules and policies of the TSXV and NYSE American Exchange and with Applicable Securities Laws in all applicable securities legislation of each Offering Qualifying Jurisdiction in which it acts as Underwriter of the Company in connection with the Offering.
Appears in 1 contract
DISTRIBUTION AND CERTAIN OBLIGATIONS OF THE UNDERWRITERS AND THE COMPANY. 4.1 Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase the Flow-Through Shares, and by acceptance of this Agreement the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, but not less than all, of the Flow-Through Shares.
4.2 The distribution of the Offered Securities and the Over-Allotment Option shall be qualified by the Prospectuses under Applicable Securities Laws. Offered Securities may be offered and sold in the United States, but only in accordance with the terms, conditions, representations, warranties and covenants of the parties contained in Schedule "A" hereto, the provisions of which are agreed to by the Company, the Underwriters and the U.S. Affiliates, and which Schedule "A" forms part of this Agreement. Offered Securities may be offered and sold in such other jurisdictions as the Company and the Underwriters may agree, provided the distribution of Offered Securities in such other jurisdictions are completed in accordance with the applicable laws of such other jurisdictions.
4.3 Until the date on which the distribution of the Offered Securities is completed or this Agreement is terminated, the Company shall promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Applicable Securities Laws to continue to qualify the distribution of the Offered Securities, or in the event that the Offered Securities have, for any reason ceased to so qualify, to so qualify again the Offered Securities for distribution in the Offering Qualifying Jurisdictions.
4.4 The Company agrees that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as their agents to assist in the Offering and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable by the Underwriters. The Underwriters shall use their commercially reasonable efforts to ensure that such other dealers, if any, comply with the terms of this Agreement as applicable to the Underwriters.
4.5 Each Underwriter, or other registered dealer or broker, will deliver to the Company a Flow-Through Subscription Agreement in respect of the Flow-Through Shares purchased by purchasers, excluding the Underwriter, or other registered dealer or broker, as agent for the purchasers of Flow-Through Shares.
4.6 Each of the Underwriters acknowledges and agrees that it has the authority to execute and deliver the Flow-Through Subscription Agreements on behalf of the purchasers of Flow-Through Shares. Each of the Underwriters covenants and agrees that it will only offer and sell the Flow-Through Shares to United States persons on a private placement basis in accordance with the U.S. Securities Act. The Company and the Underwriters acknowledge and agree that, to the extent that the Underwriters purchase any of the Flow-Through Shares, any person to whom the Underwriters resell such Flow-Through Shares will not be eligible for the tax benefits available to Canadian resident purchasers under federal and provincial tax legislation.
4.7 Each Underwriter covenants, represents and warrants to the Company that it will comply, to the extent applicable to the Underwriters, with the rules and policies of the TSXV and NYSE American Exchange and with Applicable Securities Laws in all applicable securities legislation of each Offering Qualifying Jurisdiction in which it acts as Underwriter of the Company in connection with the Offering.
Appears in 1 contract
DISTRIBUTION AND CERTAIN OBLIGATIONS OF THE UNDERWRITERS AND THE COMPANY. 4.1 Subject The Offering in Canada shall be completed pursuant to and in accordance with the LIFE and relying on the Offering Document. The Underwriters shall offer for sale and sell the Flow-Through Shares pursuant to the Offering in the Canadian Selling Jurisdictions in accordance with the terms and conditions of this Agreement, the Underwriters offer on a private placement basis in such a manner so as not to purchase the Flow-Through Sharesrequire registration thereof or filing of a prospectus, and by acceptance of this Agreement registration statement or similar disclosure document or imposing on the Company agrees to sell to the Underwritersadditional continuous reporting obligations under any Applicable Securities Laws, and the Underwriters agree to purchase at the Closing Time on the Closing Dateall in compliance with such Applicable Securities Laws, all, but not less than all, or otherwise require compliance with any continuous disclosure or reporting obligation in any jurisdiction outside of the Flow-Through SharesCanada.
4.2 The distribution of the Offered Securities and the Over-Allotment Option shall be qualified by the Prospectuses under Applicable Securities Laws. Offered Securities may be offered and sold in such other jurisdictions as the Company and the Underwriters may agree, provided the distribution of Offered Securities in such other jurisdictions are completed in accordance with the applicable laws of such other jurisdictions.
4.3 Until the date on which the distribution of the Offered Securities is completed or this Agreement is terminated, the Company shall promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Applicable Securities Laws to continue to qualify the distribution of the Offered Securities, or in the event that the Offered Securities have, for any reason ceased to so qualify, to so qualify again the Offered Securities for distribution in the Offering Jurisdictions.
4.4 The Company agrees that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as their agents to assist in the Offering and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable by the Underwriters. The Underwriters shall use their commercially reasonable efforts to ensure that such other dealers, if any, comply with the terms of this Agreement as applicable to the Underwriters.
4.5 Each Underwriter4.3 The Underwriters, or other registered dealer or broker, will deliver to the Company a Flow-Flow- Through Subscription Agreement Agreements in respect of the Flow-Through Shares purchased by purchasersFT Purchasers, excluding the UnderwriterUnderwriters, or other registered dealer or broker, as agent for the purchasers of Flow-Through SharesFT Purchasers.
4.6 Each of the Underwriters acknowledges and agrees that it has the authority to execute and deliver the Flow-Through Subscription Agreements on behalf of the purchasers of Flow-Through Shares. 4.4 The Company and the Underwriters acknowledge and agree that, to the extent that the Underwriters or Substituted Purchasers purchase any of the Flow-Through Shares, any person to whom the Underwriters or Substituted Purchasers resell such Flow-Through Shares will not be eligible for the tax benefits available to Canadian resident purchasers under federal and provincial tax legislation.
4.7 4.5 Each Underwriter covenants, represents and warrants to the Company that it will comply, to the extent applicable to the Underwriters, with the rules and policies of the TSXV TSX and NYSE American and with Applicable Securities Laws in each Offering Selling Jurisdiction in which it acts as Underwriter of the Company in connection with the Offering.
4.6 Follow-On Transactions:
(a) The Company understands that following the Closing, some or all of the Flow- Through Shares purchased by the Underwriters or Substituted Purchasers may be: (i) immediately sold by the FT Purchasers to third party End Purchasers; or (ii) donated by the FT Purchaser to one or more charities and subsequently may be sold to third party End Users by the charity or charities (the "Follow-On Transactions").
(b) The Underwriters acknowledge that the Company has limited knowledge of the Follow-On Transactions other than that they may or may not occur and that the Company will have no involvement or participation in any Follow-On Transactions, other than to register any transfer of securities required as a result and to report such transaction if and to the extent required by Applicable Securities Laws, and the Company makes no representation or warranty with respect to the tax effect any Follow-On Transaction may have on the status of the Offered Securities as "flow-through shares" or value for charitable donation for the purposes of the Tax Act.
(c) The Underwriters do not act, and will not purport to act, as agent or representative of the Company in connection with any Follow-On Transaction and services or activities, if any, performed by the Underwriters in connection with any Follow-On Transaction are excluded from this Agreement. The consideration payable to the Underwriters hereunder is for the Underwriter's services in respect of the offer and sale of the Flow-Through Shares only. The parties further acknowledge that the Company is not entitled, and will not become entitled, to receive any consideration in respect of any Follow-On Transaction that might occur.
(d) The Company shall not be liable or responsible for any breach of any covenant, representation given in this Agreement if the Flow-Through Shares are "prescribed shares" under regulation 6202.1(1) of the Tax Act as a result of the Follow-On Transactions or any other action taken by purchasers which cause the Flow- Through Shares to be or become "prescribed shares" within the meaning of regulation 6202.1 of the Tax Act.
Appears in 1 contract
DISTRIBUTION AND CERTAIN OBLIGATIONS OF THE UNDERWRITERS AND THE COMPANY. 4.1 Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase the Flow-Through Purchased Shares, and by acceptance of this Agreement Agreement, the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, but not less than all, of the Flow-Through Purchased Shares.
4.2 The distribution of . In the Offered Securities and event the Underwriters exercise their right pursuant to the Over-Allotment Option to purchase the Additional Common Shares in whole, at any time, or in part, from time to time, up to 30 days after the Closing Date, the Company hereby agrees to issue and sell to the Underwriters and the Underwriters agree to purchase that number of Additional Common Shares requested in the notice of exercise of the Over- Allotment Option.
4.2 The Company understands that although this Agreement is presented on behalf of the Underwriters as purchasers, the Underwriters may arrange for Substituted Purchasers for the Purchased Shares and Additional Common Shares, if any, or offer and sell any or all of the Purchased Shares and Additional Common Shares to Qualified Institutional Buyers in connection with the private placement of the Purchased Shares and Additional Common Shares, if any, in the United States only in accordance with the provisions of this Agreement and, without limiting the foregoing, specifically Schedule “A” to this Agreement. It is further understood that the Underwriters agree to purchase or cause to be purchased the Purchased Shares, and if the Over-Allotment Option is exercised, the Additional Common Shares being issued by the Company, and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers or Qualified Institutional Buyers. Each Substituted Purchaser shall purchase the Purchased Shares and Additional Common Shares, as applicable, at the Purchase Price, and to the extent that Substituted Purchasers purchase such Purchased Shares and Additional Common Shares, the obligations of the Underwriters to do so will be reduced by the number of such shares purchased by the Substituted Purchasers from the Company. Any reference in this Agreement hereafter to “purchasers” shall be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any.
4.3 The distribution of the Purchased Shares, the Over-Allotment Option and any Additional Common Shares shall be qualified by the Prospectuses under Applicable Securities LawsLaws in the Qualifying Jurisdictions. Offered Securities Purchased Shares and/or Additional Common Shares may also be offered and sold sold:
(a) in the United States or to persons in the United States and only in accordance with the terms, conditions, representations, warranties and covenants of the parties contained in Schedule “A” hereto, the provisions of which are agreed to by the Company, the Underwriters and the U.S. Affiliates, and which are hereby incorporated by reference; and
(b) in such other jurisdictions as the Company and the Underwriters may agree, provided the distribution of Offered Securities Purchased Shares and/or Additional Common Shares in such other jurisdictions are completed in accordance with the applicable laws of such other jurisdictionsjurisdictions and will not result in the Company inheriting any reporting obligation in such jurisdictions as a result of such transaction.
4.3 4.4 Until the date on which the distribution of the Offered Securities Purchased Shares and Additional Common Shares is completed or this Agreement is terminated, the Company shall promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Applicable Securities Laws to continue to qualify the distribution of the Offered SecuritiesPurchased Shares and the Additional Common Shares, or in the event that the Offered Securities Purchased Shares and the Additional Common Shares have, for any reason ceased to so qualify, to so qualify again the Offered Securities Purchased Shares and the Additional Common Shares for distribution in the Offering Jurisdictionsdistribution.
4.4 4.5 The Company agrees that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as their agents to assist in the Offering and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable by the UnderwritersUnderwriters and be paid out of, and not in addition to, the Underwriting Fee. The Underwriters shall require and shall use their commercially reasonable efforts to ensure that such other dealers, if any, comply with the terms of this Agreement as applicable to the Underwriters.
4.5 Each Underwriter, or other registered dealer or broker, will deliver to the Company a Flow-Through Subscription Agreement in respect of the Flow-Through Shares purchased by purchasers, excluding the Underwriter, or other registered dealer or broker, as agent Underwriters and shall be responsible for the purchasers actions of Flow-Through Sharessuch other dealers.
4.6 Each of the Underwriters acknowledges and agrees that it has the authority to execute and deliver the Flow-Through Subscription Agreements on behalf of the purchasers of Flow-Through Shares. The Company and the Underwriters acknowledge and agree that, to the extent that the Underwriters purchase any of the Flow-Through Shares, any person to whom the Underwriters resell such Flow-Through Shares will not be eligible for the tax benefits available to Canadian resident purchasers under federal and provincial tax legislation.
4.7 Each Underwriter covenants, represents and warrants to the Company that it will comply, to the extent applicable to the Underwriters, comply with the rules and policies of the TSXV and NYSE American and with Applicable Securities Laws in of each Offering Qualifying Jurisdiction or other jurisdiction in which it acts as Underwriter of the Company in connection with the Offering, including any registration obligation. Each Underwriter is also responsible for the actions of its U.S. Affiliates under this Agreement.
Appears in 1 contract
Samples: Underwriting Agreement
DISTRIBUTION AND CERTAIN OBLIGATIONS OF THE UNDERWRITERS AND THE COMPANY. 4.1 Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase the Flow-Through Purchased Shares, and by acceptance of this Agreement the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, but not less than all, of the Flow-Through Purchased Shares.
4.2 The distribution of . In the Offered Securities and event the Underwriters exercise their right pursuant to the Over-Allotment Option to purchase the Additional Common Shares in whole, at any time, or in part, from time to time, up to 30 days after the Closing Date, the Company hereby agrees to issue and sell to the Underwriters and the Underwriters agree to purchase that number of Additional Common Shares requested in the notice of exercise of the Over-Allotment Option.
4.2 The Company understands that although this Underwriting Agreement is presented on behalf of the Underwriters as purchasers, the Underwriters may arrange for Substituted Purchasers for the Purchased Shares and Additional Common Shares, if any, in connection with the private placement of the Purchased Shares and Additional Common Shares, if any, in the United States or to, or for the account of or for the benefit of U.S. Persons, only in accordance with the U.S. Securities Act and the provisions of this Underwriting Agreement and, without limiting the foregoing, specifically Schedule "A" to this Underwriting Agreement. It is further understood that the Underwriters agree to purchase or cause to be purchased the Purchased Shares, and if the Over-Allotment Option is exercised, the Additional Common Shares being issued by the Company and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser shall purchase the Purchased Shares and Additional Common Shares, as applicable, at the Purchase Price, and to the extent that Substituted Purchasers purchase such Purchased Shares and Additional Common Shares, the obligations of the Underwriters to do so will be reduced by the number of such shares purchased by the Substituted Purchasers from the Company. Any reference in this Underwriting Agreement hereafter to "purchasers" shall be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any.
4.3 The distribution of the Purchased Shares, the Over-Allotment Option and any Additional Common Shares shall be qualified by the Prospectuses under Applicable Securities LawsLaws in the Qualifying Jurisdictions. Offered Securities Purchased Shares and/or Additional Common Shares may also be offered and sold sold:
(a) in the United States and to, or for the account or benefit of, U.S. Persons in accordance with the terms, conditions, representations, warranties and covenants of the parties contained in Schedule “A” hereto, the provisions of which are agreed to by the Company, the Underwriters and the U.S. Affiliates, and which are hereby incorporated by reference;
(b) in such other jurisdictions as the Company and the Underwriters may agree, provided the distribution of Offered Securities Purchased Shares and/or Additional Common Shares in such other jurisdictions are completed in accordance with the applicable laws of such other jurisdictions.; and
4.3 4.4 Until the date on which the distribution of the Offered Securities Purchased Shares and Additional Common Shares is completed or this Agreement is terminatedcompleted, the Company shall promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Applicable Securities Laws to continue to qualify the distribution of the Offered SecuritiesPurchased Shares and the Additional Common Shares, or in the event that the Offered Securities Purchased Shares and the Additional Common Shares have, for any reason ceased to so qualify, to so qualify again the Offered Securities Purchased Shares, the Additional Common Shares for distribution in the Offering Jurisdictionsdistribution.
4.4 4.5 The Company agrees that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as their agents to assist in the Offering and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable by the Underwriters. The Underwriters shall require and shall use their commercially reasonable efforts to ensure that such other dealers, if any, comply with the terms of this Agreement as applicable to the Underwriters.
4.5 Each Underwriter, or other registered dealer or broker, will deliver to the Company a Flow-Through Subscription Agreement in respect of the Flow-Through Shares purchased by purchasers, excluding the Underwriter, or other registered dealer or broker, as agent for the purchasers of Flow-Through Shares.
4.6 Each of the Underwriters acknowledges and agrees that it has the authority to execute and deliver the Flow-Through Subscription Agreements on behalf of the purchasers of Flow-Through Shares. The Company and the Underwriters acknowledge and agree that, to the extent that the Underwriters purchase any of the Flow-Through Shares, any person to whom the Underwriters resell such Flow-Through Shares will not be eligible for the tax benefits available to Canadian resident purchasers under federal and provincial tax legislation.
4.7 Each Underwriter covenants, represents and warrants to the Company that it will comply, to the extent applicable to the Underwriters, comply with the rules and policies of the TSXV and NYSE American and with Applicable Securities Laws in of each Offering Qualifying Jurisdiction or other jurisdiction in which it acts as Underwriter of the Company in connection with the Offering.
Appears in 1 contract
DISTRIBUTION AND CERTAIN OBLIGATIONS OF THE UNDERWRITERS AND THE COMPANY. 4.1 Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase the Flow-Through Common Shares, and by acceptance of this Agreement Agreement, the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, but not less than all, of the Flow-Through Common Shares.
4.2 The distribution of . In the Offered Securities and event the Underwriters exercise their right pursuant to the Over-Allotment Option to purchase the Over-Allotment Common Shares in whole, or in part, from time to time, up to 30 days after the Closing Date, the Company hereby agrees to issue and sell to the Underwriters and the Underwriters agree to purchase that number of Over-Allotment Common Shares requested in the notice of exercise of the Over-Allotment Option.
4.2 The Company understands that although this Agreement is presented on behalf of the Underwriters as purchasers, the Underwriters may arrange for substituted purchasers for the Common Shares and Over-Allotment Common Shares (“Substituted Purchasers”), if any, or offer and sell any or all of the Common Shares and Over-Allotment Common Shares to Qualified Institutional Buyers in connection with the private placement of the Common Shares and Over-Allotment Common Shares, if any, in the United States only in accordance with the provisions of this Agreement and, without limiting the foregoing, specifically Schedule “A” to this Agreement. It is further understood that the Underwriters agree to purchase or cause to be purchased the Common Shares, and if the Over-Allotment Option is exercised, the Over-Allotment Common Shares being issued by the Company, and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers or Qualified Institutional Buyers. Each Substituted Purchaser shall purchase the Common Shares and Over-Allotment Common Shares, as applicable, at the Purchase Price, and to the extent that Substituted Purchasers purchase such Common Shares and Over-Allotment Common Shares, the obligations of the Underwriters to do so will be reduced by the number of such shares purchased by the Substituted Purchasers from the Company. Any reference in this Agreement hereafter to “purchasers” shall be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any.
4.3 The distribution of the Common Shares, the Over-Allotment Option and any Over-Allotment Common Shares shall be qualified by the Prospectuses under Applicable Securities LawsLaws in the Qualifying Jurisdictions. Offered Securities Common Shares and/or Over-Allotment Common Shares may also be offered and sold sold:
(a) in the United States only in accordance with the terms, conditions, representations, warranties and covenants of the parties contained in Schedule “A” hereto, the provisions of which are agreed to by the Company, the Underwriters and the U.S. Affiliates, and which are hereby incorporated by reference; and
(b) in such other jurisdictions as the Company and the Underwriters may agree, provided the distribution of Offered Securities Common Shares and/or Over-Allotment Common Shares in such other jurisdictions are completed in accordance with the applicable laws of such other jurisdictionsjurisdictions and will not result in the Company inheriting any reporting obligation in such jurisdictions as a result of such transaction.
4.3 4.4 Until the date on which the distribution of the Offered Securities Common Shares and Over-Allotment Common Shares is completed or this Agreement is terminated, the Company shall promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Applicable Securities Laws to continue to qualify the distribution of the Offered SecuritiesCommon Shares and the Over-Allotment Common Shares, or in the event that the Offered Securities Common Shares and the Over-Allotment Common Shares have, for any reason ceased to so qualify, to so qualify again the Offered Securities Common Shares and the Over- Allotment Common Shares for distribution in the Offering Jurisdictionsdistribution.
4.4 4.5 The Company agrees that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as their agents to assist in the Offering and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable by the UnderwritersUnderwriters and be paid out of, and not in addition to, the Underwriting Fee. The Underwriters shall require and shall use their commercially reasonable efforts to ensure that such other dealers, if any, comply with the terms of this Agreement as applicable to the Underwriters.
4.5 Each Underwriter, or other registered dealer or broker, will deliver to the Company a Flow-Through Subscription Agreement in respect of the Flow-Through Shares purchased by purchasers, excluding the Underwriter, or other registered dealer or broker, as agent Underwriters and shall be responsible for the purchasers actions of Flow-Through Sharessuch other dealers.
4.6 Each of the Underwriters acknowledges and agrees that it has the authority to execute and deliver the Flow-Through Subscription Agreements on behalf of the purchasers of Flow-Through Shares. The Company and the Underwriters acknowledge and agree that, to the extent that the Underwriters purchase any of the Flow-Through Shares, any person to whom the Underwriters resell such Flow-Through Shares will not be eligible for the tax benefits available to Canadian resident purchasers under federal and provincial tax legislation.
4.7 Each Underwriter covenants, represents and warrants to the Company that it will comply, to the extent applicable to the Underwriters, comply with the rules and policies of the TSXV and NYSE American and with Applicable Securities Laws in of each Offering Qualifying Jurisdiction or other jurisdiction in which it acts as Underwriter of the Company in connection with the Offering, including any registration obligation. Each Underwriter is also responsible for the actions of its U.S. Affiliates under this Agreement.
Appears in 1 contract
DISTRIBUTION AND CERTAIN OBLIGATIONS OF THE UNDERWRITERS AND THE COMPANY. 4.1 Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase the Flow-Through SharesOffered Securities, and by acceptance of this Agreement the Company agrees to agreesto sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on Timeon the Closing Date, all, but not less than all, of the Flow-Through SharesOffered Securities as describedin the second paragraph of this Agreement.
4.2 The distribution of the Offered Securities and Securities, the Over-Allotment Option Option, and any Additional Securities shall be qualified by the Prospectuses under Applicable Securities Laws. Offered Securities and/or Additional Securities may also be offered and sold sold:
(a) in the United States in accordance with the terms, conditions, representations, warranties and covenants of the parties contained in Schedule “A” hereto, the provisions of which are agreed to by the Company, the Underwriters and the U.S. Affiliates, and which Schedule “A” forms part of this Agreement; and
(b) in such other jurisdictions as the Company and the Underwriters may agree, provided the distribution of Offered Securities and/or Additional Securities in such other jurisdictions are completed in accordance with the applicable laws of such other jurisdictions.
4.3 Until the date on which the distribution of the Offered Securities and Additional Securities is completed or this Agreement is terminated, the Company shall promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Applicable Securities Laws to continue to qualify the distribution of the Offered Securities and the Additional Securities, or in the event that the Offered Securities and the Additional Securities have, for any reason ceased to so qualify, to so qualify again the Offered Securities and the Additional Securities for distribution in the Offering Qualifying Jurisdictions.
4.4 The Company agrees that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as their agents to assist in the Offering and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable by the Underwriters. The Underwriters shall use their commercially reasonable best efforts to ensure that such other dealers, if any, comply with the terms of this Agreement as applicable to the Underwriters.
4.5 Each Underwriter, or other registered dealer or broker, will deliver to the Company a Flow-Through Subscription Agreement in respect of the Flow-Through Shares purchased by purchasers, excluding the Underwriter, or other registered dealer or broker, as agent for the purchasers of Flow-Through Shares.
4.6 Each of the Underwriters acknowledges and agrees that it has the authority to execute and deliver the Flow-Through Subscription Agreements on behalf of the purchasers of Flow-Through Shares. The Company and the Underwriters acknowledge and agree that, to the extent that the Underwriters purchase any of the Flow-Through Shares, any person to whom the Underwriters resell such Flow-Through Shares will not be eligible for the tax benefits available to Canadian resident purchasers under federal and provincial tax legislation.
4.7 Each Underwriter covenants, represents and warrants to the Company that it will comply, to the extent applicable to the Underwriters, with the rules and policies of the TSXV and NYSE American Exchange and with Applicable Securities Laws in all applicable securities legislation of each Offering Qualifying Jurisdiction in which it acts as Underwriter of the Company in connection with the Offering.
Appears in 1 contract
DISTRIBUTION AND CERTAIN OBLIGATIONS OF THE UNDERWRITERS AND THE COMPANY. 4.1 3.1 Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase the Flow-Through SharesUnits, and by acceptance of this Agreement Agreement, the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Closing Time on the Closing Date, all, but not less than all, of the Flow-Through SharesUnits. In the event the Underwriters exercise their right pursuant to the Underwriters’ Option to purchase the Option Units in whole or in part at any time, up to 48 hours before the Closing Time, the Company hereby agrees to issue and sell to the Underwriters and the Underwriters agree to purchase that number of Option Units requested in the notice of exercise of the Underwriters’ Option.
4.2 3.2 The Company understands that although this Agreement is presented on behalf of the Underwriters as purchasers, the Underwriters may arrange for substituted purchasers for the Units and Option Units (“Substituted Purchasers”), if any, or offer and sell any or all of the Units and Option Units to Qualified Institutional Buyers or U.S. Institutional Accredited Investors in connection with the private placement of the Units and Option Units, if any, to U.S. Purchasers only in accordance with the provisions of this Agreement and, without limiting the foregoing, specifically Schedule “A” to this Agreement. It is further understood that the Underwriters agree to purchase or cause to be purchased the Units, and if the Underwriters’ Option is exercised, the Option Units being issued by the Company, and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers, Qualified Institutional Buyers or U.S. Institutional Accredited Investors. Each Substituted Purchaser shall purchase the Units and Option Units, as applicable, at the Purchase Price, and to the extent that Substituted Purchasers purchase such Units and Option Units, the obligations of the Underwriters to do so will be reduced by the number of such Units and Option Units purchased by the Substituted Purchasers from the Company. Any reference in this Agreement hereafter to “purchasers” shall be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any.
3.3 The distribution of the Offered Securities Units, the Underwriters’ Option and the Over-Allotment any Option Units shall be qualified by the Prospectuses under Applicable Securities Laws. Offered Securities may be offered and sold to purchasers in reliance on prospectus exemptions under Applicable Securities Laws in the Qualifying Jurisdictions. Units and/or Option Units may also be offered and sold:
(a) to U.S. Purchasers only in accordance with the terms, conditions, representations, warranties and covenants of the parties contained in Schedule “A” hereto, the provisions of which are agreed to by the Company, the Underwriters and the U.S. Affiliates, and which are hereby incorporated by reference; and
(b) in such other jurisdictions as the Company and the Underwriters may agree, provided the distribution of Offered Securities Units and/or Option Units in such other jurisdictions are completed in accordance with the applicable laws of such other jurisdictionsjurisdictions and will not result in the Company inheriting any reporting obligation in such jurisdictions as a result of such transaction.
4.3 Until 3.4 The Company will use its best efforts to file or cause to be filed all documents required to be filed by the date on which Company in connection with the purchase and sale of the Units so that the distribution of the Offered Securities is completed Units may lawfully occur without the necessity of filing a prospectus, offering memorandum or this Agreement is terminated, the Company shall promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Applicable Securities Laws to continue to qualify the distribution of the Offered Securities, or similar disclosure document in the event that the Offered Securities have, for any reason ceased to so qualify, to so qualify again the Offered Securities for distribution in the Offering JurisdictionsCanada.
4.4 3.5 The Company agrees that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as their agents to assist in the Offering and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable by the UnderwritersUnderwriters and be paid out of, and not in addition to, the Underwriting Fee. The Underwriters shall require and shall use their commercially reasonable efforts to ensure that such other dealers, if any, comply with the terms of this Agreement as applicable to the UnderwritersUnderwriters and shall be responsible for the actions of such other dealers.
4.5 Each Underwriter, or other registered dealer or broker, will deliver to the Company a Flow-Through Subscription Agreement in respect of the Flow-Through Shares purchased by purchasers, excluding the Underwriter, or other registered dealer or broker, as agent for the purchasers of Flow-Through Shares.
4.6 Each of the Underwriters acknowledges and agrees that it has the authority to execute and deliver the Flow-Through Subscription Agreements on behalf of the purchasers of Flow-Through Shares. The Company and the Underwriters acknowledge and agree that, to the extent that the Underwriters purchase any of the Flow-Through Shares, any person to whom the Underwriters resell such Flow-Through Shares will not be eligible for the tax benefits available to Canadian resident purchasers under federal and provincial tax legislation.
4.7 3.6 Each Underwriter covenants, represents and warrants to the Company that it will comply, to the extent applicable to the Underwriters, comply with the rules and policies of the TSXV and NYSE American and with Applicable Securities Laws in of each Offering Qualifying Jurisdiction or other jurisdiction in which it acts as Underwriter of the Company in connection with the Offering, including any registration obligation. Each Underwriter is also responsible for the actions of its U.S. Affiliates under this Agreement.
Appears in 1 contract
