DISTRIBUTION OF OFFERED SHARES Sample Clauses

DISTRIBUTION OF OFFERED SHARES. 5.1 Each of the Underwriters covenants and agrees with the Corporation to offer the Offered Shares for sale to the public in the Canadian Qualifying Jurisdictions and the United States, directly (including through any affiliate of an Underwriter) 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, upon the terms and conditions set forth in the Canadian Final Prospectus or the U.S. Final Prospectus, as applicable, any Prospectus Amendment and this Agreement.
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DISTRIBUTION OF OFFERED SHARES. Section 5.1 The Underwriters severally agree and require any selling group member to agree not to distribute or offer the Offered Shares in such a manner as to require registration of any of them or the filing of a prospectus or any similar document under the laws of any jurisdiction outside the Qualifying Jurisdictions and to distribute or offer the Offered Shares only in the Qualifying Jurisdictions and in accordance with all Applicable Laws. However, the Corporation and each Underwriter acknowledge that the U.S. Affiliates of the Underwriters may (i) offer and resell the Offered Shares to Qualified Institutional Buyers within the United States pursuant to Rule 144A, and (ii) offer the Common Shares for sale by the Corporation to substituted purchasers that are U.S. Accredited Investors pursuant to Rule 506(b) of Regulation D, all in accordance with Schedule A, provided that no such action on the part of the Underwriters or their U.S. Affiliates shall in any way oblige the Corporation to register any Offered Shares under the U.S. Securities Act or U.S. Securities Laws.
Sample 1
DISTRIBUTION OF OFFERED SHARES. 5.1 Each of the Underwriters, other than Mitsubishi UFJ Securities (USA), Inc. ("MUFJ") and Mizuho Securities USA Inc. ("Mizuho"), covenants and agrees with the Corporation to offer the Offered Shares for sale to the public in Canada and the United States, directly (including through any affiliate of an Underwriter) 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, upon the terms and conditions set forth in the Canadian Final Prospectus or the U.S. Final Prospectus, as applicable, any Prospectus Amendment and this Agreement. Each of MUFJ and Mizuho covenants and agrees with the Corporation that: (a) it and any Selling Firm appointed by it shall only sell Purchased Shares outside of Canada in accordance with applicable Canadian Securities Laws and applicable U.S. Securities Laws, upon the terms and conditions set forth in the Canadian Final Prospectus or the U.S. Final Prospectus, as applicable, any Prospectus Amendment and this Agreement; and (b) shall not, directly or indirectly, advertise or solicit offers to purchase or sell Purchased Shares in Canada. At the Closing Time, each of MUFJ and Mizuho and any Selling Firm appointed by it, shall deliver a certificate to the Corporation and the Co-Lead Underwriters confirming that, to the best of its knowledge, it has not sold any Purchased Shares to any residents of Canada. For the avoidance of doubt, neither MUFJ nor Mizuho is acting as an underwriter of the Purchased Shares in the Provinces and Territories and no action on the part of MUFJ or Mizuho in its capacity as an underwriter of the offering of the Purchased Shares in the United States will create any impression or support any conclusion that it is acting as an underwriter of the Purchased Shares in the Provinces and Territories.
Sample 1
DISTRIBUTION OF OFFERED SHARES. Where one or more Non-Selling Shareholders agrees to purchase shares under an Offer, theNon-Selling Shareholders may unanimously come to an agreement in writing for the re-distribution of shares received under an Offer in accordance with the Right of First Refusal (as defined below) provisions set out below (the “Redistribution Arrangement”); or, where such purchasers fail to come to a Redistribution Arrangement, the Sale Shares shall be distributed according to the acquiring Shareholders’ Proportionate Interest in the Sale Shares. If any of the Non-Selling Shareholders decide to acquire less than their allocation of shares, any available shares for allocation will be acquired according to the remaining Shareholders’ Proportionate Interest in the Sale Shares, and such process shall repeat each time that a Non-Selling shareholder opts out of acquiring shares allocated to them, until all shares are acquired.
Sample 1

Related to DISTRIBUTION OF OFFERED SHARES

  • Distribution of Offering Materials The Fund has not distributed and, prior to the later to occur of (A) the Closing Time and (B) completion of the distribution of the Securities, will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, each preliminary prospectus, the Prospectus, the Statutory Prospectus, the General Disclosure Package, the Rule 482 Statement, if any, or the sales materials.

  • Reduction of Offering If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock which the Company desires to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the holders of Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this Section 2.2, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:

  • Manner of Offering The Distributor will conform to the securities laws of any jurisdiction in which it sells, directly or indirectly, any Shares. The Distributor also agrees to furnish to the Trust sufficient copies of any agreements, plans or sales literature it intends to use in connection with any sales of Shares in adequate time for the Trust to file and clear them with the proper authorities before they are put in use, and not to use them until so filed and cleared. The Distributor shall have the right to accept or reject orders for the purchase of Shares. Any consideration that the Distributor may receive in connection with a rejected purchase order will be returned promptly to the prospective purchaser. The Trust or its transfer agent or shareholder servicing agent is authorized to confirm sales of Shares on behalf of the Distributor. The Trust shall register or cause to be registered all Shares sold by the Distributor pursuant to the provisions hereof in such name or names and amounts as the Distributor may request from time to time and the Trust shall issue or cause to be issued certificates evidencing such Shares for delivery to Distributor or pursuant to Distributor’s direction if and to the extent that the Trust contemplates the issuance of such share certificates. All Shares, when so issued and paid for, shall be fully paid and nonassessable.

  • Completion of Offering Subject to the provisions of Section 10 hereof, NCPS shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents:

  • No Other Distribution of Offering Materials The Company has not, directly or indirectly, distributed and will not distribute any offering material in connection with the Offering other than any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and other materials, if any, permitted under the Securities Act and consistent with Section 3.2 below.

  • Distribution of Offering Material By the Company The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the distribution of the Units, any offering material in connection with the offering and sale of the Units other than the Sale Preliminary Prospectus and the Prospectus, in each case as supplemented and amended.

  • Expiration of Offering Period Notwithstanding anything to the contrary contained herein, if NCPS shall not have received a Minimum Offering Notice on or before the Expiration Date, NCPS shall, within three (3) business days after such Expiration Date and without any further instruction or direction from Broker or Issuer, return to each Subscriber, by ACH, the Cash Investment made by such Subscriber.

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