Distribution in Canada Sample Clauses

The 'Distribution in Canada' clause defines the terms and conditions under which a product, service, or intellectual property may be distributed within Canadian territories. It typically outlines the rights and obligations of the parties regarding sales channels, geographic scope, compliance with Canadian laws, and any restrictions or requirements specific to the Canadian market. This clause ensures that both parties understand the legal and operational framework for distributing goods or services in Canada, thereby reducing the risk of regulatory violations and clarifying market boundaries.
Distribution in Canada. No Underwriter that is a non-resident for purposes of the ITA will render any services under this Agreement in Canada.
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Distribution in Canada. No Underwriter that is a non-resident for purposes of the Tax Act will render any services under this Agreement in Canada.
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Distribution in Canada. Each of the Initial Purchasers acknowledges that the distribution of the Securities in Canada is being made without the filing of a prospectus only on a private placement basis and only to exempt purchasers in the provinces of Quebec, Ontario and British Columbia. Accordingly, each Initial Purchaser severally represents, warrants and agrees that: (a) any offer and resale of the Securities in Canada will be restricted and must be made by prospectus and through an appropriately registered dealer or in accordance with an exemption from prospectus and registration requirements under provincial securities laws; (b) it and any person acting on its behalf has offered or sold and will offer or sell the Securities in Canada solely by use of the Preliminary Canadian Offering Memorandum and the Canadian Offering Memorandum; (c) it and any person acting on its behalf will send a confirmation of the acceptance of offers to purchase Securities to purchasers in Canada who have not withdrawn their offers to purchase prior to the issuance of such confirmation; and (d) it will give written notice to the Issuers of the full name and address of each purchaser to whom it sells Securities in Canada, together with the amount of Securities sold to each such purchaser, the trade date and such other information regarding such purchase, offer or sale as may be required by the Issuers to make the filings required by the applicable Canadian laws and to pay all fees in connection with such filings.
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Distribution in Canada. The Agent is not a non-resident of Canada for purposes of the Tax Act. During the period of distribution of the Offered Securities by or through the Agent, the Agent will offer and sell the Offered Securities to the public only in the Filing Jurisdictions where they may lawfully be offered for sale upon the terms and conditions set forth in the Offering Documents and this Agreement, either directly or through any Selling Firm, provided that the Agent shall be entitled to assume that the Offered Securities are qualified for distribution in any Filing Jurisdiction where a receipt for the Final Base Shelf Prospectus has been issued.
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Distribution in Canada. No Underwriter that is a non-resident for purposes of the ITA will render any services under this Agreement in Canada (5) Each Underwriter, severally and not jointly, covenants with the Company not to take any action that would result in the Company being required to file with the SEC pursuant to Rule 433-(d) under the Securities Act a free writing prospectus prepared by or on behalf such Underwriter that otherwise would not be required to be filed by the Company thereunder but for the action of the Underwriter.
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Distribution in Canada. The Company’s and the Selling Shareholder’s representations, warranties and covenants contained in Schedule 3 hereto are incorporated by reference herein and made a part thereof.
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Distribution in Canada. With respect to the distribution of the Notes in each of the provinces of Canada, other than Québec, (the “Qualifying Jurisdictions”), the Company shall comply in all material respects with all applicable Canadian Securities Laws and with Schedule D attached hereto; certain capitalized terms used herein but not otherwise defined shall have the meaning ascribed thereto in Schedule D; and the Company’s representations, warranties and covenants contained in Schedule D hereto are incorporated by reference herein and made a part thereof.
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Distribution in Canada. The distribution of the Solitario Common Shares in Canada pursuant to the Arrangement is exempt from registration and prospectus requirements of applicable Canadian Securities Laws and except with respect to persons deemed to be "control persons" or the equivalent under applicable Canadian Securities Laws, the Solitario Common Shares to be distributed in Canada pursuant to the Arrangement are not subject to any resale restrictions under applicable Canadian Securities Laws.
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Related to Distribution in Canada

  • Distribution of Cash (a) Subject to Sections 5.02(c), (d) and (e), the Partnership shall distribute cash at such times and in such amounts as are determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in proportion with their respective Percentage Interests on the Partnership Record Date. (b) In accordance with Section 4.04(a)(ii), the LTIP Unitholders shall be entitled to receive distributions in an amount per LTIP Unit equal to the Common Partnership Unit Distribution. (c) If a new or existing Partner acquires additional Partnership Units in exchange for a Capital Contribution on any date other than a Partnership Record Date, the cash distribution attributable to such additional Partnership Units relating to the Partnership Record Date next following the issuance of such additional Partnership Units shall be reduced in the proportion to (i) the number of days that such additional Partnership Units are held by such Partner bears to (ii) the number of days between such Partnership Record Date and the immediately preceding Partnership Record Date. (d) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to a Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner (the “Distributable Amount”) equals or exceeds the Withheld Amount, the entire Distributable Amount shall be treated as a distribution of cash to such Partner, or (ii) if the Distributable Amount is less than the Withheld Amount, the excess of the Withheld Amount over the Distributable Amount shall be treated as a Partnership Loan from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid upon the demand of the Partnership or, alternatively, through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner fails to pay any amount owed to the Partnership with respect to the Partnership Loan within 15 days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a General Partner Loan to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.02(d) shall bear interest at the lesser of (i) 300 basis points above the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, Eastern Edition, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full. (e) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash dividend as the holder of record of a REIT Common Share for which all or part of such Partnership Unit has been or will be redeemed.

  • Pro Rata Distributions During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).