DISTRIBUTION OF THE OFFERED SECURITIES. (1) Subject to prior approval by the Company, the Underwriter shall be permitted to (a) appoint additional investment dealers or brokers (each, a "Selling Firm") as its agents in the Offering and (b) determine the remuneration payable to such Selling Firm. The Underwriter may offer the Offered Securities, directly and through Selling Firms or any duly registered affiliate of an Underwriter, in the Qualifying Jurisdictions, for sale to the public only in accordance with Canadian Securities Laws and in any jurisdiction outside of Canada (subject to Section 6 hereof) to purchasers permitted to purchase the Offered Securities only in accordance with Applicable Securities Laws and upon the terms and conditions set forth in the Offering Documents and in this Agreement. The Underwriter shall require any Selling Firm appointed by such Underwriter to agree to the foregoing and such Underwriter shall be responsible for the compliance by such Selling Firm with the provisions of this Agreement. (2) The Underwriter shall, and shall require any Selling Firm to agree to, distribute the Offered Securities in a manner that complies with all Applicable Securities Laws in each jurisdiction into and from which they may offer to sell the Offered Securities or distribute the Offering Documents, as applicable, in connection with the distribution of the Offered Securities and will not, directly or indirectly, offer, sell or deliver any Offered Securities or deliver the Offering Documents, as applicable, to any person in any jurisdiction other than in the Qualifying Jurisdictions and, in the case of the U.S. Placement Memorandum, the United States, or to or for the account or benefit of, U.S. Persons, in reliance on Rule 144A and exemptions under U.S. state securities laws, except in a manner which will not require the Company to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the Applicable Securities Laws, of such other jurisdictions. (3) For purposes of this Section 2, the Underwriter shall be entitled to assume that the Offered Securities are qualified for distribution in any Qualifying Jurisdiction where a Prospectus Receipt shall have been obtained following the filing of the Final Prospectus, unless otherwise notified in writing by the Company. (4) The Underwriter shall promptly notify the Company when, in their opinion, the distribution of the Offered Securities has ceased and will provide to the Company, as soon as practicable thereafter, a breakdown of the number of Offered Securities distributed in each of the Qualifying Jurisdictions, where such breakdown is required for the purpose of calculating fees payable to the Canadian Securities Commissions. (5) The Company acknowledges that the Underwriter may offer the Offered Units for sale to the public at a price less than the Offering Price after the Underwriter have made reasonable efforts to sell the Offered Units at the Offering Price, but for greater certainty, any sales of Offered Units at a price less than the Offering Price by the Underwriter shall not decrease the net proceeds payable to the Company for the Offered Securities. (6) The Underwriter shall not, in connection with the services provided hereunder, make any representations or warranties with respect to the Company or its securities, other than as set forth in the Offering Documents. (7) The Underwriter acknowledges that the Company is not taking any steps to qualify the Offered Securities for distribution or register the Offered Securities or the distribution thereof with any securities authority outside of the Qualifying Jurisdictions. (8) The Company and the Underwriter hereby acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold in the United States, or to or for the account or benefit of, U.S. Persons, except on a private placement basis to persons reasonably believed to be Qualified Institutional Buyers in accordance with Rule 144A and similar exemptions under U.S. state securities laws. Accordingly, the Company and each of the Underwriter hereby agree that offers and sales of the Offered Securities in the United States shall be conducted only in the manner specified in Schedule "A" hereto, which terms and conditions are hereby incorporated by reference in and form a part of this Agreement. (9) Any press release announcing or otherwise concerning the Offering shall comply with Rule 135e under the U.S. Securities Act and include an appropriate notation as follows: "NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION TO THE UNITED STATES". In addition, any such press release shall contain substantially the following disclaimer: "The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States or to, or for the account or benefit of, "U.S. persons" (as defined in Regulation S under the U.S. Securities Act") absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful."
Appears in 1 contract
Samples: Underwriting Agreement
DISTRIBUTION OF THE OFFERED SECURITIES.
(1) Subject to prior approval by the Company, the each Underwriter shall be permitted to (a) appoint additional investment dealers or brokers (each, a "Selling Firm") as its agents in the Offering and (b) determine the remuneration payable to such Selling Firm. The Underwriter Underwriters may offer the Offered Securities, directly and through Selling Firms or any duly registered affiliate of an Underwriter, in the Qualifying Jurisdictions, for sale to the public only in accordance with Canadian Securities Laws and in any jurisdiction outside of Canada and the United States (subject to Section 6 hereof) to purchasers permitted to purchase the Offered Securities only in accordance with Applicable Canadian Securities Laws and applicable securities laws in such jurisdiction, and upon the terms and conditions set forth in the Offering Documents and in this Agreement. The Each Underwriter shall require any Selling Firm appointed by such Underwriter to agree to the foregoing and such Underwriter shall be severally responsible for the compliance by such Selling Firm with the provisions of this Agreement.Agreement.
(2) The Underwriter Underwriters shall, and shall require any Selling Firm to agree to, distribute the Offered Securities in a manner that complies with all Applicable Securities Laws applicable laws and regulations in each jurisdiction into and from which they may offer to sell the Offered Securities or distribute the Offering Documents, as applicable, in connection with the distribution of the Offered Securities and will not, directly or indirectly, offer, sell or deliver any Offered Securities or deliver the Offering Documents, as applicable, to any person in any jurisdiction other than in the Qualifying Jurisdictions and, in the case of the U.S. Placement Memorandum, the United States, or to or for the account or benefit of, U.S. Persons, in reliance on Rule 144A and exemptions under U.S. state securities laws, except in a manner which will not require the Company to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the Applicable Securities Laws, applicable securities laws of such other jurisdictions.
(3) For purposes of this Section 2, the Underwriter Underwriters shall be entitled to assume that the Offered Securities are qualified for distribution in any Qualifying Jurisdiction where a Prospectus Receipt shall have been obtained following the filing of the Final Prospectus, unless otherwise notified in writing by the Company.
(4) The Underwriters shall use their reasonable best efforts to complete the distribution of the Offered Securities as promptly as possible after the Closing Time. The Lead Underwriter shall promptly notify the Company when, in their its opinion, the distribution of the Offered Securities has ceased and will provide to the Company, as soon as practicable thereafterthereafter (and in any event not later than thirty (30) days following the Closing Date or the Over-Allotment Closing Date if applicable), a breakdown of the number of Offered Securities distributed in each of the Qualifying Jurisdictions, where such breakdown is required for the purpose of calculating fees payable to the Canadian Securities Commissions.
(5) The Company acknowledges that the Underwriter Underwriters may offer the Offered Units for sale to the public at a price less than the Offering Price after the Underwriter Underwriters have made reasonable efforts to sell the Offered Units at the Offering Price, but for greater certainty, any sales of Offered Units at a price less than the Offering Price by the Underwriter Underwriters shall not decrease the net proceeds payable to the Company for the Offered SecuritiesUnits.
(6) The Underwriter Underwriters shall not, in connection with the services provided hereunder, make any representations or warranties with respect to the Company or its securities, other than as set forth in the Offering Documents.
(7) Notwithstanding the foregoing provisions of this Section 2, no Underwriter will be liable to the Company under this Section 2 with respect to a default by another Underwriter or another Underwriter's duly registered broker-dealer affiliate, as the case may be.
(8) The Underwriter acknowledges Underwriters acknowledge that the Company is not taking any steps to qualify the Offered Securities for distribution or register the Offered Securities or the distribution thereof with any securities authority outside of the Qualifying Jurisdictions.
(8) 9) The Company and the Underwriter Underwriters hereby acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold in the United States, or to or for the account or benefit of, U.S. Persons, except on a private placement basis to persons reasonably believed to be Qualified Institutional Buyers in accordance with Rule 144A and similar exemptions under U.S. state securities laws. Accordingly, the Company and each of the Underwriter hereby agree that offers and sales of the Offered Securities in the United States shall be conducted only in the manner specified in Schedule "A" hereto, which terms and conditions are hereby incorporated by reference in and form a part of this Agreement.
(910) Any press release announcing or otherwise concerning the Offering shall comply with Rule 135e under the U.S. Securities Act and include an appropriate notation as follows: "NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION TO THE UNITED STATES". In addition, any such press release shall contain substantially the following disclaimer: "The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States or to, or for the account or benefit of, "U.S. persons" (as defined in Regulation S under the U.S. Securities Act") absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities lawsrequirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful."
Appears in 1 contract
Samples: Underwriting Agreement (Electra Battery Materials Corp)
DISTRIBUTION OF THE OFFERED SECURITIES.
(1) Subject to prior approval by the Company, the Each Underwriter shall be permitted to (a) appoint additional investment dealers or brokers (each, a "“Selling Firm"”) as its agents in the Offering and (b) each such Underwriter may determine the remuneration payable to such Selling Firm. The Underwriter Underwriters may offer the Offered Securities, directly and through Selling Firms or any duly registered affiliate of an Underwriter, in the Qualifying Jurisdictions, Offering Jurisdictions for sale to the public only in accordance with Canadian Applicable Securities Laws and in any jurisdiction outside of Canada the Offering Jurisdictions (subject to Section 6 hereof) to purchasers permitted to purchase the Offered Securities only in accordance with Applicable Securities Laws and applicable securities laws in such jurisdiction, and upon the terms and conditions set forth in the Offering Documents and in this Agreement. The Each Underwriter shall require any Selling Firm appointed by such Underwriter to agree to the foregoing and such Underwriter shall be severally responsible for the compliance by such Selling Firm with the provisions of this Agreement.Agreement.
(2) The Underwriter shall, and shall require any Selling Firm to agree to, distribute the Offered Securities in a manner that complies with all Applicable Securities Laws in each jurisdiction into and from which they may offer to sell the Offered Securities or distribute the Offering Documents, as applicable, in connection with the distribution of the Offered Securities and will not, directly or indirectly, offer, sell or deliver any Offered Securities or deliver the Offering Documents, as applicable, to any person in any jurisdiction other than in the Qualifying Jurisdictions and, in the case of the U.S. Placement Memorandum, the United States, or to or for the account or benefit of, U.S. Persons, in reliance on Rule 144A and exemptions under U.S. state securities laws, except in a manner which will not require the Company to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the Applicable Securities Laws, of such other jurisdictions.
(3) For purposes of this Section 2, the Underwriter Underwriters shall be entitled to assume that the Offered Securities are qualified for distribution Distribution in any Qualifying Jurisdiction where a Dual Prospectus Receipt shall have been obtained following the filing of the Final Prospectusobtained, unless otherwise notified in writing by the CompanyCorporation.
(43) The Underwriter Underwriters shall promptly notify the Company Corporation when, in their opinion, the distribution Distribution of the Offered Securities has ceased and will provide to the CompanyCorporation, as soon as practicable thereafter, a breakdown of the number of Offered Securities distributed in each of the Qualifying Jurisdictions, Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Canadian Securities CommissionsCommissions and, if applicable, in the United States.
(54) The Company acknowledges that the Underwriter may offer the Offered Units for sale to the public at a price less than the Offering Price after the Underwriter have made reasonable efforts to sell the Offered Units at the Offering Price, but for greater certainty, any sales of Offered Units at a price less than the Offering Price by the Underwriter shall not decrease the net proceeds payable to the Company for the Offered Securities.
(6) The Underwriter Underwriters shall not, in connection with the services provided hereunder, make any representations or warranties with respect to the Company Corporation or its securities, other than as set forth out in the Offering DocumentsDocuments or in any Issuer Free Writing Prospectus.
(75) Notwithstanding the foregoing provisions of this Section 2, no Underwriter will be liable to the Corporation under this Section 2 with respect to a default by another Underwriter or another Underwriter’s duly registered broker dealer affiliate in the United States or any Selling Firm, as the case may be.
(6) The Underwriter acknowledges Underwriters acknowledge that the Company Corporation is not taking any steps to qualify the Offered Securities for distribution Distribution or register the Offered Securities or the distribution Distribution thereof with any securities authority outside of the Qualifying Offering Jurisdictions.
(8) The Company 7) Xxxx hereby covenants and agrees with the Underwriter hereby acknowledge that the Offered Securities have not been and Corporation:
(i) it will not be registered under sell or offer to sell, nor allow any Selling Firm acting on behalf of it in connection with the U.S. Securities Act Offering to sell or offer to sell, any U.S. state securities laws and may not be offered or sold in the United States, or to or for the account or benefit of, U.S. Persons, except on a private placement basis to persons reasonably believed to be Qualified Institutional Buyers in accordance with Rule 144A and similar exemptions under U.S. state securities laws. Accordingly, the Company and each of the Underwriter hereby agree that offers and sales of the Offered Securities to any person resident in the United States shall be conducted only in the manner specified in Schedule "A" hereto, which terms and conditions are hereby incorporated by reference in and form a part of this Agreement.Canada;
(9ii) Any press release announcing or otherwise concerning concurrent with the Offering shall comply closing of the Offering, it will deliver to BMO an “all-sold” certificate confirming that neither it nor any Selling Firm acting on its behalf in connection with Rule 135e under the U.S. Securities Act and include an appropriate notation as follows: "NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION TO THE UNITED STATES". In additionOffering, any such press release shall contain substantially the following disclaimer: "The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be has offered or sold any of the Offered Securities to any person resident in Canada; and
(iii) it shall include a statement in the United States letter or to, other written notice provided to the purchaser of the Offered Securities sold by it that it is such purchaser’s understanding that the purchaser is not a resident of Canada nor is the purchaser holding such Offered Securities on behalf of or for the account or benefit of, "U.S. persons" (as defined of a person resident in Regulation S under the U.S. Securities Act") absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawfulCanada."
Appears in 1 contract
DISTRIBUTION OF THE OFFERED SECURITIES.
(1) Subject to prior approval by the Company, the 1.1 Each Underwriter shall be permitted to (a) appoint additional investment dealers or brokers (each, a "Selling Firm") as its agents in the Offering and (b) each such Underwriter may determine the remuneration payable to such Selling Firm. The Underwriter Underwriters may offer the Offered Securities, directly and through Selling Firms or any duly registered affiliate Affiliate of an Underwriter, in the Qualifying Jurisdictions, Offering Jurisdictions for sale to the public only in accordance with Canadian Applicable Securities Laws and in any jurisdiction outside of Canada the Offering Jurisdictions (subject to Section 6 Article 7 hereof) to purchasers Purchasers permitted to purchase the Offered Securities only in accordance with Applicable Securities Laws and Applicable Laws in such jurisdiction where they may be lawfully sold on a basis exempt from prospectus, registration, reporting and similar requirements of any such jurisdiction, and upon the terms and conditions set forth in the Offering Documents and in this Agreement. The Each Underwriter shall require any Selling Firm appointed by such Underwriter to agree to the foregoing and such Underwriter shall be severally responsible for the compliance by such Selling Firm with the provisions of this Agreement.Agreement.
(2) 1.2 The Underwriter shall, and shall require any Selling Firm to agree to, distribute the final allocation of Offered Securities in a manner that complies with all Applicable Securities Laws in each jurisdiction into and from which they may offer to sell the Offered Securities or distribute Purchasers under the Offering Documentsshall be mutually determined by the Lead Underwriter and the Company, as applicable, in connection with the distribution of the Offered Securities and will not, directly or indirectly, offer, sell or deliver any Offered Securities or deliver the Offering Documents, as applicable, to any person in any jurisdiction other than in the Qualifying Jurisdictions and, in the case of the U.S. Placement Memorandum, the United States, or to or for the account or benefit of, U.S. Persons, in reliance on Rule 144A and exemptions under U.S. state securities laws, except in a manner which will not require the Company to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the Applicable Securities Laws, of such other jurisdictionsacting reasonably.
(3) 1.3 For purposes of this Section 2Article 3, the Underwriter Underwriters shall be entitled to assume that the Offered Securities are qualified for distribution Distribution in any Qualifying Jurisdiction where a Prospectus Receipt shall have been obtained following the filing of the Final a Prospectus, unless otherwise notified in writing by the Company.
(4) 1.4 The Underwriter Underwriters shall promptly notify the Company when, in their opinion, the distribution Distribution of the Offered Securities has ceased and will provide to the Company, as soon as practicable thereafter, a breakdown of the number of Offered Securities distributed in each of the Qualifying Jurisdictions, Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the applicable Canadian Securities CommissionsCommissions and, if applicable, to securities regulatory authorities in the United States.
(5) 1.5 The Company acknowledges that the Underwriter may offer the Offered Units for sale to the public at a price less than the Offering Price after the Underwriter have made reasonable efforts to sell the Offered Units at the Offering Price, but for greater certainty, any sales of Offered Units at a price less than the Offering Price by the Underwriter shall not decrease the net proceeds payable to the Company for the Offered Securities.
(6) The Underwriter Underwriters shall not, in connection with the services provided hereunder, make any representations or warranties with respect to the Company or its securities, other than as set forth in the Offering Documents.
(7) 1.6 Notwithstanding the foregoing provisions of this Article 3, no Underwriter will be liable to the Company under this Article 3 with respect to a default by another Underwriter or another Underwriter's broker-dealer Affiliate in the United States or to any Selling Firm engaged by such other Underwriter or such other Underwriter's broker-dealer Affiliate in the United States, as the case may be; provided, however, that each Underwriter shall be liable to the Company with respect to a default by any such Underwriter's broker-dealer Affiliate in the United States or any Selling Firm engaged by such Underwriter or such Underwriter's broker-dealer Affiliate in the United States.
1.7 The Underwriter acknowledges Underwriters acknowledge that the Company is not taking any steps to qualify the Offered Securities for distribution Distribution or register the Offered Securities or the distribution Distribution thereof with any securities authority outside of the Qualifying Offering Jurisdictions.
(8) The Company and the Underwriter hereby acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold in the United States, or to or for the account or benefit of, U.S. Persons, except on a private placement basis to persons reasonably believed to be Qualified Institutional Buyers in accordance with Rule 144A and similar exemptions under U.S. state securities laws. Accordingly, the Company and each of the Underwriter hereby agree that offers and sales of the Offered Securities in the United States shall be conducted only in the manner specified in Schedule "A" hereto, which terms and conditions are hereby incorporated by reference in and form a part of this Agreement.
(9) Any press release announcing or otherwise concerning the Offering shall comply with Rule 135e under the U.S. Securities Act and include an appropriate notation as follows: "NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION TO THE UNITED STATES". In addition, any such press release shall contain substantially the following disclaimer: "The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States or to, or for the account or benefit of, "U.S. persons" (as defined in Regulation S under the U.S. Securities Act") absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful."
Appears in 1 contract
Samples: Underwriting Agreement (Cybin Inc.)
DISTRIBUTION OF THE OFFERED SECURITIES.
(1) Subject to prior approval by the Company, the each Underwriter shall be permitted to (a) appoint additional investment dealers or brokers (each, a "“Selling Firm"”) as its agents in the Offering and (b) determine the remuneration payable to such Selling Firm. The Underwriter Underwriters may offer the Offered Securities, directly and through Selling Firms or any duly registered affiliate of an Underwriter, in the Qualifying Jurisdictions, for sale to the public only in accordance with Canadian Securities Laws and in any jurisdiction outside of Canada (subject to Section 6 hereof) to purchasers permitted to purchase the Offered Securities only in accordance with Applicable Canadian Securities Laws and applicable securities laws in such jurisdiction, and upon the terms and conditions set forth in the Offering Documents and in this Agreement. The Each Underwriter shall require any Selling Firm appointed by such Underwriter to agree to the foregoing and such Underwriter shall be severally responsible for the compliance by such Selling Firm with the provisions of this Agreement.Agreement.
(2) The Underwriter Underwriters shall, and shall require any Selling Firm to agree to, distribute the Offered Securities in a manner that complies with all Applicable Securities Laws applicable laws and regulations (including Rule 144A) in each jurisdiction into and from which they may offer to sell the Offered Securities or distribute the Offering Documents, as applicable, in connection with the distribution of the Offered Securities and will not, directly or indirectly, offer, sell or deliver any Offered Securities or deliver the Offering Documents, as applicable, to any person in any jurisdiction other than in the Qualifying Jurisdictions and, in the case of the U.S. Placement Memorandum, the United States, or to or for the account or benefit of, U.S. Persons, in reliance on Rule 144A and exemptions under U.S. state securities laws, except in a manner which will not require the Company to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the Applicable Securities Laws, applicable securities laws of such other jurisdictions.
(3) For purposes of this Section 2, the Underwriter Underwriters shall be entitled to assume that the Offered Securities are qualified for distribution in any Qualifying Jurisdiction where a Prospectus Receipt shall have been obtained following the filing of the Final ProspectusProspectus Supplement, unless otherwise notified in writing by the Company.
(4) The Underwriter Co-Lead Underwriters shall promptly notify the Company when, in their opinion, the distribution of the Offered Securities has ceased and will provide to the Company, as soon as practicable thereafter, a breakdown of the number of Offered Securities distributed in each of the Qualifying Jurisdictions, where such breakdown is required for the purpose of calculating fees payable to the Canadian Securities Commissions.
(5) The Company acknowledges that the Underwriter Underwriters may offer the Offered Units for sale to the public at a price less than the Offering Price after the Underwriter Underwriters have made reasonable efforts to sell the Offered Units at the Offering Price, but for greater certainty, any sales of Offered Units at a price less than the Offering Price by the Underwriter Underwriters shall not decrease the net proceeds payable to the Company for the Offered Securities.
(6) The Underwriter Underwriters shall not, in connection with the services provided hereunder, make any representations or warranties with respect to the Company or its securities, other than as set forth in the Offering Documents.
(7) Notwithstanding the foregoing provisions of this Section 2, no Underwriter will be liable to the Company under this Section 2 or Schedule “A” to this Agreement with respect to a default by another Underwriter or another Underwriter’s duly registered broker-dealer affiliate, as the case may be.
(8) The Underwriter acknowledges Underwriters acknowledge that the Company is not taking any steps to qualify the Offered Securities for distribution or register the Offered Securities or the distribution thereof with any securities authority outside of the Qualifying Jurisdictions.
(8) 9) The Company and the Underwriter Underwriters hereby acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold in the United States, or to or for the account or benefit of, U.S. Persons, except on a private placement basis to persons reasonably believed to be Qualified Institutional Buyers in accordance with Rule 144A and similar exemptions under U.S. state securities laws. Accordingly, the Company and each of the Underwriter Underwriters hereby agree that offers and sales of the Offered Securities in the United States shall be conducted only in the manner specified in Schedule "“A" ” hereto, which terms and conditions are hereby incorporated by reference in and form a part of this Agreement.
(910) Any press release announcing or otherwise concerning the Offering shall comply with Rule 135e under the U.S. Securities Act and include an appropriate notation as follows: "“NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION TO THE UNITED STATES"”. In addition, any such press release shall contain substantially the following disclaimer: "“The securities offered have not been and will not be registered under the U.S. Securities Act of 1933Act, as amended (the "U.S. Securities Act") amended, or any state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, "U.S. persons" (as defined in Regulation S under the U.S. Securities Act") Persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities such laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful."”
Appears in 1 contract
DISTRIBUTION OF THE OFFERED SECURITIES.
(1) Subject to prior approval by the Company, the 3.1 The Underwriter shall be permitted to (a) appoint additional investment dealers or brokers (each, a "Selling Firm") as its agents in the Offering and (b) each such Underwriter may determine the remuneration payable to such Selling Firm. The Underwriter may offer the Offered Securities, directly and through Selling Firms or any duly registered affiliate Affiliate of an Underwriter, in the Qualifying Jurisdictions, Offering Jurisdictions for sale to the public only in accordance with Canadian Applicable Securities Laws and in any jurisdiction outside of Canada the Offering Jurisdictions (subject to Section 6 Article 7 hereof) to purchasers Purchasers permitted to purchase the Offered Securities only in accordance with Applicable Securities Laws and Applicable Laws in such jurisdiction where they may be lawfully sold on a basis exempt from prospectus, registration, reporting and similar requirements of any such jurisdiction, and upon the terms and conditions set forth in the Offering Documents and in this Agreement. The Underwriter shall require any Selling Firm appointed by such Underwriter to agree to the foregoing and such Underwriter shall be responsible for the compliance by such Selling Firm with the provisions of this Agreement.Agreement.
(2) 3.2 The Underwriter shall, and shall require any Selling Firm to agree to, distribute the final allocation of Offered Securities in a manner that complies with all Applicable Securities Laws in each jurisdiction into and from which they may offer to sell the Offered Securities or distribute Purchasers under the Offering Documentsshall be mutually determined by the Underwriter and the Company, as applicable, in connection with the distribution of the Offered Securities and will not, directly or indirectly, offer, sell or deliver any Offered Securities or deliver the Offering Documents, as applicable, to any person in any jurisdiction other than in the Qualifying Jurisdictions and, in the case of the U.S. Placement Memorandum, the United States, or to or for the account or benefit of, U.S. Persons, in reliance on Rule 144A and exemptions under U.S. state securities laws, except in a manner which will not require the Company to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the Applicable Securities Laws, of such other jurisdictionsacting reasonably.
(3) 3.3 For purposes of this Section 2Article 3, the Underwriter shall be entitled to assume that the Offered Securities are qualified for distribution Distribution in any Qualifying Jurisdiction where a Prospectus Receipt shall have been obtained following the filing of the Final a Prospectus, unless otherwise notified in writing by the Company.
(4) 3.4 The Underwriter shall promptly notify the Company when, in their opinion, the distribution Distribution of the Offered Securities has ceased and will provide to the Company, as soon as practicable thereafter, a breakdown of the number of Offered Securities distributed in each of the Qualifying Jurisdictions, Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the applicable Canadian Securities CommissionsCommissions and, if applicable, to securities regulatory authorities in the United States.
(5) The Company acknowledges that the Underwriter may offer the Offered Units for sale to the public at a price less than the Offering Price after the Underwriter have made reasonable efforts to sell the Offered Units at the Offering Price, but for greater certainty, any sales of Offered Units at a price less than the Offering Price by the Underwriter shall not decrease the net proceeds payable to the Company for the Offered Securities.
(6) 3.5 The Underwriter shall not, in connection with the services provided hereunder, make any representations or warranties with respect to the Company or its securities, other than as set forth in the Offering Documents.
(7) 3.6 The Underwriter acknowledges that the Company is not taking any steps to qualify the Offered Securities for distribution Distribution or register the Offered Securities or the distribution Distribution thereof with any securities authority outside of the Qualifying Offering Jurisdictions.
(8) The Company and the Underwriter hereby acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold in the United States, or to or for the account or benefit of, U.S. Persons, except on a private placement basis to persons reasonably believed to be Qualified Institutional Buyers in accordance with Rule 144A and similar exemptions under U.S. state securities laws. Accordingly, the Company and each of the Underwriter hereby agree that offers and sales of the Offered Securities in the United States shall be conducted only in the manner specified in Schedule "A" hereto, which terms and conditions are hereby incorporated by reference in and form a part of this Agreement.
(9) Any press release announcing or otherwise concerning the Offering shall comply with Rule 135e under the U.S. Securities Act and include an appropriate notation as follows: "NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION TO THE UNITED STATES". In addition, any such press release shall contain substantially the following disclaimer: "The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States or to, or for the account or benefit of, "U.S. persons" (as defined in Regulation S under the U.S. Securities Act") absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful."
Appears in 1 contract
Samples: Underwriting Agreement (Cybin Inc.)
DISTRIBUTION OF THE OFFERED SECURITIES.
(1) Subject to prior approval by the Company, the Underwriter Agent shall be permitted to (a) appoint additional investment dealers or brokers (each, a "Selling Firm") as its agents in the Offering and (b) determine the remuneration payable to such Selling Firm. The Underwriter Agent may offer the Offered Securities, directly and through Selling Firms or any duly registered affiliate of an Underwriterthe Agent, in the Qualifying Jurisdictions, for sale to the public only in accordance with Canadian Securities Laws and in any jurisdiction outside of Canada and the United States (subject to Section 6 hereof) to purchasers permitted to purchase the Offered Securities only in accordance with Applicable Canadian Securities Laws and applicable securities laws in such jurisdiction, and upon the terms and conditions set forth in the Offering Documents and in this Agreement. The Underwriter Agent shall require any Selling Firm appointed by such Underwriter the Agent to agree to the foregoing and such Underwriter the Agent shall be responsible for the compliance by such Selling Firm with the provisions of this Agreement.Agreement.
(2) The Underwriter Agent shall, and shall require any Selling Firm to agree to, distribute the Offered Securities in a manner that complies with all Applicable Securities Laws applicable laws and regulations in each jurisdiction into and from which they may offer to sell the Offered Securities or distribute the Offering Documents, as applicable, in connection with the distribution of the Offered Securities and will not, directly or indirectly, offer, sell or deliver any Offered Securities or deliver the Offering Documents, as applicable, to any person in any jurisdiction other than in the Qualifying Jurisdictions and, in the case of the U.S. Placement Memorandum, the United States, or to or for the account or benefit of, U.S. Persons, in reliance on Rule 144A and exemptions under U.S. state securities laws, except in a manner which will not require the Company to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the Applicable Securities Laws, applicable securities laws of such other jurisdictions.
(3) For purposes of this Section 2, the Underwriter Agent shall be entitled to assume that the Offered Securities are qualified for distribution in any Qualifying Jurisdiction where a Prospectus Receipt shall have been obtained following the filing of the Final Prospectus, unless otherwise notified in writing by the Company.
(4) The Underwriter Agent shall use its reasonable best efforts to complete the distribution of the Offered Securities as promptly as possible after the Closing Time. The Agent shall promptly notify the Company when, in their its opinion, the distribution of the Offered Securities has ceased and will provide to the Company, as soon as practicable thereafterthereafter (and in any event not later than thirty (30) days following the Closing Date), a breakdown of the number of Offered Securities distributed in each of the Qualifying Jurisdictions, where such breakdown is required for the purpose of calculating fees payable to the Canadian Securities Commissions.
(5) The Company acknowledges that the Underwriter may offer the Offered Units for sale to the public at a price less than the Offering Price after the Underwriter have made reasonable efforts to sell the Offered Units at the Offering Price, but for greater certainty, any sales of Offered Units at a price less than the Offering Price by the Underwriter shall not decrease the net proceeds payable to the Company for the Offered Securities.
(6) The Underwriter Agent shall not, in connection with the services provided hereunder, make any representations or warranties with respect to the Company or its securities, other than as set forth in the Offering Documents.
(76) The Underwriter Agent acknowledges that the Company is not taking any steps to qualify the Offered Securities for distribution or register the Offered Securities or the distribution thereof with any securities authority outside of the Qualifying Jurisdictions.
(8) 7) The Company and the Underwriter Agent hereby acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold laws. The Agent will offer the Offered Securities for sale by the Company in the United States, or States through its U.S. Affiliate pursuant to or for the account or benefit of, exemption from the registration requirements of the U.S. Persons, except on a private placement basis to persons reasonably believed to be Qualified Institutional Buyers in accordance with Rule 144A Securities Act provided by Section 4(a)(2) of the U.S. Securities Act and similar exemptions under U.S. applicable state securities laws. Accordingly, the Company and each of the Underwriter hereby agree that offers and sales of the Offered Securities in the United States shall be conducted only in the manner specified in accordance with Schedule "A" hereto, which terms and conditions are hereby incorporated by reference in and form a part of A to this Agreement, to persons who the Agent reasonably believe to be "qualified institutional buyers", as defined in Rule 144A under the U.S. Securities Act, that are also “accredited investors”, as defined in Rule 501(a) of Regulation D under the U.S. Securities Act (a "Qualified Institutional Buyer").
(9) 8) Any press release announcing or otherwise concerning the Offering shall comply with Rule 135e under the U.S. Securities Act and include an appropriate notation as follows: "NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION TO THE UNITED STATES". In addition, any such press release shall contain substantially the following disclaimer: "The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States or to, or for the account or benefit of, "U.S. persons" (as defined in Regulation S under the U.S. Securities Act") absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities lawsrequirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful."
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DISTRIBUTION OF THE OFFERED SECURITIES.
(1) Subject to prior approval by the Company, the Underwriter shall be permitted to (a) appoint additional investment dealers or brokers (each, a "Selling Firm") as its agents in the Offering and (b) determine the remuneration payable to such Selling Firm. The Underwriter may offer the Offered Securities, directly and through Selling Firms or any duly registered affiliate of an Underwriter, in the Qualifying Jurisdictions, for sale to the public only in accordance with Canadian Securities Laws and in any jurisdiction outside of Canada (subject to Section 6 hereof) to purchasers permitted to purchase the Offered Securities only in accordance with Applicable Securities Laws and upon the terms and conditions set forth in the Offering Documents and in this Agreement. The Underwriter shall require any Selling Firm appointed by such Underwriter to agree to the foregoing and such Underwriter shall be responsible for the compliance by such Selling Firm with the provisions of this Agreement.
(2) The Underwriter Agents shall, and shall require any Selling Firm to agree to, distribute the Offered Securities in a manner that complies comply with all Applicable Canadian Securities Laws in each jurisdiction into and from which they may offer to sell the Offered U.S. Securities or distribute the Offering Documents, as applicable, Laws in connection with the distribution of the Offered Securities and will not, directly or indirectly, offer, sell or deliver any shall offer the Offered Securities or deliver the Offering Documentsfor sale, as applicable, to any person in any jurisdiction other than only in the Qualifying Jurisdictions andProvinces and the United States where they may lawfully be offered for sale, directly and through Selling Firms the terms and conditions set out in the case Final Prospectus and this Agreement. The Agents shall, and shall require any Selling Firm to agree to, offer for sale and sell the Offered Securities only in those jurisdictions where they may be lawfully offered for sale or sold in accordance with Section 2, and shall seek the prior consent of the U.S. Placement MemorandumCorporation, such consent not to be unreasonably withheld, regarding the jurisdictions other than the Qualifying Provinces and the United StatesStates where the Offered Securities are to be offered and sold, or to or for the account or benefit of, U.S. Persons, in reliance on Rule 144A provided that such offer and exemptions under U.S. state securities laws, except in a manner which sale will not require the Company Corporation to comply with the registration, prospectus, filing or continuous disclosure, filing disclosure or other similar requirements under the Applicable Securities Laws, applicable Laws of such other jurisdiction or pay any additional governmental filing fees which relate to such other jurisdictions. The Agents shall: (i) use all commercially reasonable efforts to complete and cause each Selling Firm to arrange for the sale of the Offered Securities as soon as reasonably practicable but in any event no later than 90 days after the date of the Final Receipt; and (ii) as soon as practicable after the completion of the distribution of the Offered Securities, and in any event within 30 days after the later of the Closing Date or the last Option Closing Date, notify the Corporation thereof and provide the Corporation with a breakdown of the number of Offered Securities distributed in each of the Qualifying Provinces and in any other Offering Jurisdictions.
(2) The Agents and any Selling Firm shall be entitled to arrange for the sale of the Initial Shares and Additional Shares to purchasers that are, or are acting for the account or benefit of, persons in the United States or U.S. Persons solely pursuant to an applicable exemption or exemptions from the registration requirements of the U.S. Securities Act and any applicable state securities laws, and in other jurisdictions in accordance with any applicable securities and other laws in the jurisdictions in which the Agents and/or Selling Firms offer the Offered Securities. Any arrangement to sell the Initial Shares and Additional Shares to purchasers that are, or are acting for the account or benefit of, persons in the United States or U.S. Persons will be made in accordance with Schedule A hereto.
(3) For the purposes of this Section 29, the Underwriter Agents shall be entitled to assume that the Offered Securities are qualified for distribution in any Qualifying Jurisdiction Province where a Final Receipt or similar document for the Final Prospectus Receipt shall have been obtained from or deemed issued by the applicable Securities Commission following the filing of the Final Prospectus, Prospectus unless otherwise notified in writing by the CompanyCorporation.
(4) During the distribution of the Offered Securities, other than the Offering Documents, the press release announcing the Offering, and the marketing materials (provided such marketing materials are in compliance with the provisions of this Section 9(4)), the Agents shall not provide any potential investor with any materials or written communication in relation to the distribution of the Offered Securities. The Underwriter shall promptly notify Corporation and the Company whenAgents, on a several basis, each covenant and agree (i) not to provide any potential investor of Offered Securities with any marketing materials unless a template version of such marketing materials has been filed by the Corporation with the Securities Commissions on or before the day such marketing materials are first provided to any potential investor of Offered Securities, (ii) not to provide any potential investor in their opinion, the Qualifying Provinces with any materials or information in relation to the distribution of the Offered Securities has ceased and will provide to or the Company, as soon as practicable thereafter, a breakdown of the number of Offered Securities distributed in each of the Qualifying Jurisdictions, where Corporation other than (A) such breakdown is required for the purpose of calculating fees payable to the Canadian Securities Commissions.
(5) The Company acknowledges marketing materials that the Underwriter may offer the Offered Units for sale to the public at a price less than the Offering Price after the Underwriter have made reasonable efforts to sell the Offered Units at the Offering Price, but for greater certainty, any sales of Offered Units at a price less than the Offering Price been approved by the Underwriter shall not decrease the net proceeds payable to the Company for the Offered Securities.
(6) The Underwriter shall not, in connection with the services provided hereunder, make any representations or warranties with respect to the Company or its securities, other than as set forth in the Offering Documents.
(7) The Underwriter acknowledges that the Company is not taking any steps to qualify the Offered Securities for distribution or register the Offered Securities or the distribution thereof with any securities authority outside of the Qualifying Jurisdictions.
(8) The Company Corporation and the Underwriter hereby acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold in the United States, or to or for the account or benefit of, U.S. Persons, except on a private placement basis to persons reasonably believed to be Qualified Institutional Buyers filed in accordance with Rule 144A and similar exemptions under U.S. state securities laws. AccordinglyNI 44-101, (B) the Preliminary Prospectus, the Company Final Prospectus and each any Supplementary Material, and (C) any “standard term sheets” (within the meaning of Canadian Securities Laws) approved in writing by the Underwriter hereby agree Corporation and the Agents, and (iii) that offers any marketing materials approved and sales of filed in accordance with NI 44-101 and any standard term sheets approved in writing by the Offered Securities Corporation and the Agents shall only be provided to potential investors in the United States shall be conducted only in the manner specified in Schedule "A" hereto, which terms and conditions are hereby incorporated by reference in and form a part of this AgreementQualifying Provinces.
(9) Any press release announcing or otherwise concerning the Offering shall comply with Rule 135e under the U.S. Securities Act and include an appropriate notation as follows: "NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION TO THE UNITED STATES". In addition, any such press release shall contain substantially the following disclaimer: "The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States or to, or for the account or benefit of, "U.S. persons" (as defined in Regulation S under the U.S. Securities Act") absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful."
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DISTRIBUTION OF THE OFFERED SECURITIES.
(1) Subject to prior approval by the Company, the each Underwriter shall be permitted to to
(a) appoint additional investment dealers or brokers (each, a "“Selling Firm"”) as its agents in the Offering and (b) determine the remuneration payable to such Selling Firm. The Underwriter Underwriters may offer the Offered Securities, directly and through Selling Firms or any duly registered affiliate of an Underwriter, in the Qualifying Jurisdictions, for sale to the public only in accordance with Canadian Securities Laws and in any jurisdiction outside of Canada (subject to Section 6 hereof) to purchasers permitted to purchase the Offered Securities only in accordance with Applicable Canadian Securities Laws and applicable securities laws in such jurisdiction, and upon the terms and conditions set forth in the Offering Documents and in this Agreement. The Each Underwriter shall require any Selling Firm appointed by such Underwriter to agree to the foregoing and such Underwriter shall be severally responsible for the compliance by such Selling Firm with the provisions of this Agreement.Agreement.
(2) The Underwriter Underwriters shall, and shall require any Selling Firm to agree to, distribute the Offered Securities in a manner that complies with all Applicable Securities Laws applicable laws and regulations (including Rule 144A) in each jurisdiction into and from which they may offer to sell the Offered Securities or distribute the Offering Documents, as applicable, in connection with the distribution of the Offered Securities and will not, directly or indirectly, offer, sell or deliver any Offered Securities or deliver the Offering Documents, as applicable, to any person in any jurisdiction other than in the Qualifying Jurisdictions and, in the case of the U.S. Placement Memorandum, the United States, or to or for the account or benefit of, U.S. Persons, States in reliance on Rule 144A and exemptions under U.S. state securities laws144A, except in a manner which will not require the Company to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the Applicable Securities Laws, applicable securities laws of such other jurisdictions.
(3) For purposes of this Section 2, the Underwriter Underwriters shall be entitled to assume that the Offered Securities are qualified for distribution in any Qualifying Jurisdiction where a Prospectus Receipt shall have been obtained following the filing of the Final Prospectus, unless otherwise notified in writing by the Company.
(4) The Underwriter Co-Lead Underwriters shall promptly notify the Company when, in their opinion, the distribution of the Offered Securities has ceased and will provide to the Company, as soon as practicable thereafter, a breakdown of the number of Offered Securities distributed in each of the Qualifying Jurisdictions, where such breakdown is required for the purpose of calculating fees payable to the Canadian Securities Commissions.
(5) The Company acknowledges that the Underwriter Underwriters may offer the Offered Units for sale to the public at a price less than the Offering Price after the Underwriter Underwriters have made reasonable efforts to sell the Offered Units at the Offering Price, but for greater certainty, any sales of Offered Units at a price less than the Offering Price by the Underwriter Underwriters shall not decrease the net proceeds payable to the Company for the Offered Securities.
(6) Units. The Underwriter Underwriters shall not, in connection with the services provided hereunder, make any representations or warranties with respect to the Company or its securities, other than as set forth in the Offering Documents.
(7) . Notwithstanding the foregoing provisions of this Section 2, no Underwriter will be liable to the Company under this Section 2 or Schedule “A” to this Agreement with respect to a default by another Underwriter or another Underwriter’s duly registered broker-dealer affiliate, as the case may be. The Underwriter acknowledges Underwriters acknowledge that the Company is not taking any steps to qualify the Offered Securities for distribution or register the Offered Securities or the distribution thereof with any securities authority outside of the Qualifying Jurisdictions.
(8) . The Company and the Underwriter Underwriters hereby acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold in the United States, or to or for the account or benefit of, U.S. Persons, States except on a private placement basis to persons reasonably believed to be Qualified Institutional Buyers in accordance with Rule 144A and similar exemptions under U.S. state securities laws. 144A. Accordingly, the Company and each of the Underwriter Underwriters hereby agree that offers and sales of the Offered Securities in the United States shall be conducted only in the manner specified in Schedule "“A" ” hereto, which terms and conditions are hereby incorporated by reference in and form a part of this Agreement.
(96) Any press release announcing or otherwise concerning the Offering shall comply with Rule 135e under the U.S. Securities Act and include an appropriate notation as follows: "“NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION TO THE UNITED STATES"”. In addition, any such press release shall contain substantially the following disclaimer: "“The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States or to, or for the account or benefit of, "U.S. persons" (as defined in Regulation S under the U.S. Securities Act") absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities lawsrequirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful."”
Appears in 1 contract
Samples: Underwriting Agreement
DISTRIBUTION OF THE OFFERED SECURITIES.
(1) Subject to prior approval by the Company, the Each Underwriter shall be permitted to (a) appoint additional investment dealers or brokers (each, a "“Selling Firm"”) as its agents in the Offering and (b) each such Underwriter may determine the remuneration payable by it to such Selling Firm. The Underwriter Underwriters may offer the Offered Securities, directly and through Selling Firms or any duly registered affiliate of an Underwriter, in the Qualifying Jurisdictions, Offering Jurisdictions for sale to the public only in accordance with Canadian Applicable Securities Laws and in any jurisdiction outside of Canada the Offering Jurisdictions (subject to Section 6 hereof) to purchasers permitted to purchase the Offered Securities only in accordance with Applicable Securities Laws and applicable securities laws in such jurisdiction, and upon the terms and conditions set forth in the Offering Documents and in this Agreement. The Each Underwriter shall require any Selling Firm appointed by such Underwriter to agree to the foregoing and such Underwriter shall be severally responsible for the compliance by such Selling Firm with the provisions of this Agreement.Agreement.
(2) 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.
(3) 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 Underwriter 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) The Underwriters shall, and shall require any Selling Firm to agree to, distribute the Offered Securities in a manner that complies with all Applicable Securities Laws applicable laws and regulations in each jurisdiction into and from which they may offer to sell the Offered Securities or distribute the Offering Documents, as applicable, in connection with the distribution of the Offered Securities and will not, directly or indirectly, offer, sell or deliver any Offered Securities or deliver the Offering Documents, as applicable, to any person in any jurisdiction other than in the Qualifying Jurisdictions and, in the case of the U.S. Placement Memorandum, the United States, or to or for the account or benefit of, U.S. Persons, in reliance on Rule 144A and exemptions under U.S. state securities lawsOffering Jurisdictions, except in a manner which will not require the Company to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the Applicable Securities Laws, applicable securities laws of such other jurisdictions.
(35) For purposes of this Section 2, the Underwriter Underwriters shall be entitled to assume that the Offered Securities are qualified for distribution in any Qualifying Jurisdiction where a Prospectus Receipt shall have been obtained following the filing of the Canadian Final Prospectus, unless otherwise notified in writing by the Company.
(4) The Underwriter shall promptly notify the Company when, in their opinion, the distribution of the Offered Securities has ceased and will provide to the Company, as soon as practicable thereafter, a breakdown of the number of Offered Securities distributed in each of the Qualifying Jurisdictions, where such breakdown is required for the purpose of calculating fees payable to the Canadian Securities Commissions.
(5) The Company acknowledges that the Underwriter may offer the Offered Units for sale to the public at a price less than the Offering Price after the Underwriter have made reasonable efforts to sell the Offered Units at the Offering Price, but for greater certainty, any sales of Offered Units at a price less than the Offering Price by the Underwriter shall not decrease the net proceeds payable to the Company for the Offered Securities.
(6) The Underwriter shall not, in connection with the services provided hereunder, make any representations or warranties with respect to the Company or its securities, other than as set forth in the Offering Documents.
(7) The Underwriter acknowledges that the Company is not taking any steps to qualify the Offered Securities for distribution or register the Offered Securities or the distribution thereof with any securities authority outside of the Qualifying Jurisdictions.
(8) The Company and the Underwriter hereby acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold in the United States, or to or for the account or benefit of, U.S. Persons, except on a private placement basis to persons reasonably believed to be Qualified Institutional Buyers in accordance with Rule 144A and similar exemptions under U.S. state securities laws. Accordingly, the Company and each of the Underwriter hereby agree that offers and sales of the Offered Securities in the United States shall be conducted only in the manner specified in Schedule "A" hereto, which terms and conditions are hereby incorporated by reference in and form a part of this Agreement.
(9) Any press release announcing or otherwise concerning the Offering shall comply with Rule 135e under the U.S. Securities Act and include an appropriate notation as follows: "NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION TO THE UNITED STATES". In addition, any such press release shall contain substantially the following disclaimer: "The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States or to, or for the account or benefit of, "U.S. persons" (as defined in Regulation S under the U.S. Securities Act") absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful."
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