Distribution in Canada Sample Clauses

Distribution in Canada. No Underwriter that is a non-resident for purposes of the ITA will render any services under this Agreement in Canada.
Sample 1Sample 2Sample 3See All (28)
AutoNDA by SimpleDocs
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.
Sample 1Sample 2Sample 3See All (9)
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behalf will send a confirmation of the acceptance of offers to purchase Securities to purchasers in Canada who have not withdrawn their offers to purchase prior to the issuance of such confirmation; and (d) it will give written notice to the Issuers of the full name and address of each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. (b)
Sample 1Sample 2
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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
AutoNDA by SimpleDocs
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.
Sample 1

Related to Distribution in Canada

  • Distribution in Shares If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges), or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges). In lieu of Delivering fractional ADSs, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company (including an Opinion of Counsel furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable taxes and/or governmental charges and fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof.

  • Deferment; Distribution in Kind Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators may, in their sole discretion and the fullest extent permitted by applicable Law, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s liabilities (other than loans to the Company by any Member(s)) and reserves. Subject to the order of priorities set forth in Section 14.02, the Liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining assets in-kind of the Company in accordance with the provisions of Section 14.02(c), (b) as tenants in common and in accordance with the provisions of Section 14.02(c), undivided interests in all or any portion of such assets of the Company or (c) a combination of the foregoing. Any such Distributions in-kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The Liquidators shall determine the Fair Market Value of any property distributed.

  • 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).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!