Distribution of Common Shares. 5.1 Each of the Underwriters covenants and agrees with the Corporation: (a) to offer the Purchased Securities for sale to the public, directly and through other investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, referred to herein as the “Selling Firms”), only in compliance with applicable Securities Laws and applicable U.S. federal securities laws, upon the terms and conditions set forth in the Prospectus Supplement or the U.S. Final Prospectus, as applicable, any Prospectus Amendment and this Agreement; (b) to use all reasonable efforts to complete and to cause the Selling Firms to complete the distribution of the Purchased Securities as soon as possible after the Closing Time; and (c) to comply with applicable Securities Laws and applicable U.S. federal securities laws with respect to the use of “green sheets” and other marketing material. 5.2 For the purposes of this Article 5, the Underwriters shall be entitled to assume that the distribution of the Purchased Securities is qualified in each of the Provinces and Territories and that the Purchased Securities are registered under U.S. federal securities laws unless the Underwriters receive notice to the contrary from the Corporation or any applicable securities regulatory authority. 5.3 No Underwriter will be liable to the Corporation under this Article 5 with respect to a default by another Selling Firm (that is not an affiliate of such Underwriter) under this section if the Underwriter first mentioned is not itself in violation. 5.4 The Co-Lead Underwriters will notify the Corporation when, in their opinion, the Underwriters have ceased distribution of the Purchased Securities and shall, as soon as practicable, provide the Corporation with a breakdown of the number of Purchased Securities distributed in each of the Provinces and Territories where such breakdown is required for the purpose of calculating fees payable to a Securities Commission.
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Samples: Underwriting Agreement (Transcanada Corp), Underwriting Agreement (Transcanada Corp)
Distribution of Common Shares. 5.1 Each of the Underwriters covenants and agrees with the Corporation:
(a) to offer the Purchased Securities for sale to the public, directly and through other investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, referred to herein as the “Selling Firms”), only in compliance with applicable Securities Laws and applicable U.S. federal securities laws, upon the terms and conditions set forth in the Prospectus Supplement or the U.S. Final Prospectus, as applicable, any Prospectus Amendment and this Agreement;
(b) to use all reasonable efforts to complete and to cause the Selling Firms to complete the distribution of the Purchased Securities as soon as possible after the Closing Time; and
(c) to comply with applicable Securities Laws and applicable U.S. federal securities laws with respect to the use of “green sheets” and other marketing material.
5.2 For the purposes of this Article 5, the Underwriters shall be entitled to assume that the distribution of the Purchased Securities is are qualified for distribution in each of the Provinces and Territories and that the Purchased Securities are registered under U.S. federal securities laws unless the Underwriters receive notice to the contrary from the Corporation or any applicable securities regulatory authority.
5.3 No Underwriter will be liable to the Corporation under this Article 5 with respect to a default by another Selling Firm (that is not an affiliate of such Underwriter) under this section if the Underwriter first mentioned is not itself in violation.
5.4 The Co-Lead Underwriters will notify the Corporation when, in their opinion, the Underwriters have ceased distribution of the Purchased Securities and shall, as soon as practicable, provide the Corporation with a breakdown of the number of Purchased Securities distributed in each of the Provinces and Territories where such breakdown is required for the purpose of calculating fees payable to a Securities Commission.
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Distribution of Common Shares. 5.1 Section 5.01. Each of the Underwriters covenants and agrees with the CorporationCorporation and the Selling Shareholders:
(a) to offer the Purchased Securities Offered Shares for sale to the publicpublic in Canada and the United States, directly and through other investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, referred to herein as the “Selling Firms”), only in compliance with all applicable Securities Laws and applicable U.S. federal securities lawsLaws, upon the terms and conditions set forth in the Canadian Prospectus Supplement or the U.S. Final Prospectus, as applicable, any Prospectus Amendment and this Agreement;; and
(b) to use all reasonable efforts to complete and to cause the Selling Firms to complete the distribution of the Purchased Securities Offered Shares as soon as possible after the Closing Time; and.
(c) to comply Section 5.02. The Underwriters may offer the Offered Shares at a price less than the Purchase Price in compliance with applicable Securities Laws and, specifically in the case of any Offered Shares offered in the Provinces and applicable U.S. federal securities laws with respect to Territories, the use requirements of “green sheets” NI 44-101 and other marketing materialthe disclosure concerning the same which is contained in the Canadian Prospectus.
5.2 Section 5.03. For the purposes of this Article 5, the Underwriters shall be entitled to assume that the distribution of the Purchased Securities Offered Shares is qualified in each of the Provinces and Territories and that the Purchased Securities Offered Shares are registered under U.S. federal securities laws unless the Underwriters receive notice to the contrary from the Corporation or any applicable securities regulatory authority.
5.3 Section 5.04. No Underwriter will be liable to the Corporation or any Selling Shareholder under this Article 5 with respect to a default by another Selling Firm (that is not an affiliate of such Underwriter) or the Corporation or a Selling Shareholder under this section Agreement if the Underwriter first mentioned is not itself in violation.
5.4 Section 5.05. The Co-Lead Underwriters Underwriter will notify the Corporation and the Selling Shareholders when, in their opinion, the Underwriters have ceased distribution of the Purchased Securities Offered Shares and shall, as soon as practicable, provide the Corporation with a breakdown of the number of Purchased Securities Offered Shares distributed in each of the Provinces and Territories where such breakdown is required for the purpose of calculating fees payable to a Securities Commission.
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Samples: Underwriting Agreement (Canadian Pacific Railway Co/New)