Due Diligence Session. Upon commencement of the offering of the Shares under this Agreement (and upon the recommencement of the offering of the Shares under this Agreement following the termination of a suspension of sales hereunder lasting more than 30 trading days), and at each Representation Date on which (a) a material amendment to the Registration Statement or Prospectus is made or (b) the Company files its Annual Report on Form 10-K or a material amendment thereto under the Exchange Act or (c) on which the Manager reasonably requests a due diligence session, the Company will conduct a due diligence session, in form and substance, reasonably satisfactory to the Manager, which shall include representatives of management and Accountants. The Company shall cooperate timely with any reasonable due diligence request from or review conducted by the Manager or its agents from time to time in connection with the transactions contemplated by this Agreement, including, without limitation, providing information and available documents and access to appropriate corporate officers and the Company’s agents during regular business hours and at the Company’s principal offices, and timely furnishing or causing to be furnished such certificates, letters and opinions from the Company, its officers and its agents, as the Manager may reasonably request. The Company shall reimburse the Manager for Manager’s counsel’s time in each such due diligence update session, up to a maximum of $5,000 per update, plus any incidental expense incurred by the Manager in connection therewith.
Appears in 2 contracts
Samples: At the Market Offering Agreement, At the Market Offering Agreement (Pro Dex Inc)
Due Diligence Session. Upon commencement of the offering of the Shares under this Agreement (and upon the recommencement of the offering of the Shares under this Agreement following the termination of a suspension of sales hereunder lasting more than 30 trading days), and at within five Business Days of each subsequent Representation Date on which (a) a material amendment and in any event prior to the Registration Statement or Prospectus is made or delivery of a Sales Notice (b) and any Sales Notice delivered and effective after a Representation Date shall be suspended by notice to the Company files its Annual Report on Form 10-K or Manager), and, in the absence of a material amendment thereto under the Exchange Act or (c) on which the Manager reasonably requests Material Adverse Effect, subject to a limit of one due diligence sessionsession per quarter, the Company will conduct a due diligence session, in form and substance, reasonably satisfactory to the Manager, which shall include representatives of management and Accountants. The Company shall cooperate timely with any reasonable due diligence request from or review conducted by the Manager or its agents from time to time in connection with the transactions contemplated by this Agreement, including, without limitation, providing information and available documents and access to appropriate corporate officers and the Company’s agents during regular business hours and at the Company’s principal offices, and timely furnishing or causing to be furnished such certificates, letters and opinions from the Company, its officers and its agents, as the Manager may reasonably request. The Company shall reimburse the Manager for Manager’s counsel’s time in each such due diligence update session, up to a maximum of $5,000 per update, plus any incidental expense incurred by the Manager in connection therewith.
Appears in 1 contract
Samples: Market Offering Agreement (Great Panther Silver LTD)
Due Diligence Session. Upon commencement of the offering of the Shares under this Agreement (and upon the recommencement of the offering of the Shares under this Agreement following the termination of a suspension of sales hereunder lasting more than 30 trading daysTrading Days), and at within five Business Days of each subsequent Representation Date on which (a) a material amendment and in any event prior to the Registration Statement or Prospectus is made or delivery of a Sales Notice (b) and any Sales Notice delivered and effective after a Representation Date shall be suspended by notice to the Company files its Annual Report on Form 10-K or Lead Manager), and, in the absence of a material amendment thereto under the Exchange Act or (c) on which the Manager reasonably requests Material Adverse Effect, subject to a limit of one due diligence sessionsession per quarter, the Company will conduct a due diligence session, in form and substance, reasonably satisfactory to the Lead Manager, which shall include representatives of management and Accountants. The Company shall cooperate timely with any reasonable due diligence request from or review conducted by the Manager Managers or its their respective agents from time to time in connection with the transactions contemplated by this Agreement, including, without limitation, providing information and available documents and access to appropriate corporate officers and the Company’s agents during regular business hours and at the Company’s principal offices, and timely furnishing or causing to be furnished such certificates, letters and opinions from the Company, its officers and its agents, as the Manager may reasonably request. The Company shall reimburse the Manager Managers for Manager’s Managers’ counsel’s time in each such due diligence update session, up to a maximum of $5,000 2,500 per update, plus any incidental expense incurred by the Manager Managers in connection therewith.
Appears in 1 contract
Due Diligence Session. Upon commencement of the offering of the Shares under this Agreement (and upon the recommencement of the offering of the Shares under this Agreement following the termination of a suspension of sales hereunder lasting more than 30 trading daysTrading Days), and at within five Business Days of each subsequent Representation Date on which (a) a material amendment and in any event prior to the Registration Statement or Prospectus is made or delivery of a Sales Notice (b) and any Sales Notice delivered and effective after a Representation Date shall be suspended by notice to the Company files its Annual Report on Form 10-K or Manager), and, in the absence of a material amendment thereto under the Exchange Act or (c) on which the Manager reasonably requests Material Adverse Effect, subject to a limit of one due diligence sessionsession per quarter, the Company will conduct a due diligence session, in form and substance, reasonably satisfactory to the Manager, which shall include representatives of management and Accountants. The Company shall cooperate timely with any reasonable due diligence request from or review conducted by the Manager or its agents from time to time in connection with the transactions contemplated by this Agreement, including, without limitation, providing information and available documents and access to appropriate corporate officers and the Company’s 's agents during regular business hours and at the Company’s 's principal offices, and timely furnishing or causing to be furnished such certificates, letters and opinions from the Company, its officers and its agents, as the Manager may reasonably request. The Company shall reimburse the Manager for Manager’s 's counsel’s 's time in each such due diligence update session, up to a maximum of $5,000 2,500 per update, plus any incidental expense incurred by the Manager in connection therewith.
Appears in 1 contract
Samples: At the Market Offering Agreement (Northern Dynasty Minerals LTD)
Due Diligence Session. Upon commencement of the offering of the Shares under this Agreement (and upon the recommencement of the offering of the Shares under this Agreement following the termination of a suspension of sales hereunder lasting more than 30 trading daysthirty Trading Days), and at within five Business Days of each subsequent Representation Date on which (a) a material amendment and in any event prior to the Registration Statement or Prospectus is made or delivery of a Sales Notice (b) and any Sales Notice delivered and effective after a Representation Date shall be suspended by notice to the Company files its Annual Report on Form 10-K or Manager), and, in the absence of a material amendment thereto under the Exchange Act or (c) on which the Manager reasonably requests Material Adverse Effect, subject to a limit of one due diligence sessionsession per quarter, the Company will conduct a due diligence session, in form and substance, reasonably satisfactory to the Manager, which shall include representatives of management and Accountants. The Company shall cooperate timely with any reasonable due diligence request from or review conducted by the Manager or its respective agents from time to time in connection with the transactions contemplated by this Agreement, including, without limitation, providing information and available documents and access to appropriate corporate officers and the Company’s 's agents during regular business hours and at the Company’s 's principal offices, and timely furnishing or causing to be furnished such certificates, letters and opinions from the Company, its officers and its agents, as the Manager may reasonably request. The Company shall reimburse the Manager for the Manager’s 's counsel’s 's time in each such due diligence update session, up to a maximum of $5,000 per update, plus any incidental expense incurred by the Manager in connection therewith.
Appears in 1 contract
Samples: At the Market Offering Agreement (GREAT PANTHER MINING LTD)
Due Diligence Session. Upon commencement of the offering of the Shares under this Agreement (and upon the recommencement of the offering of the Shares under this Agreement following the termination of a suspension of sales hereunder lasting more than 30 trading daysTrading Days), and at within five Business Days of each subsequent Representation Date on which (a) a material amendment and in any event prior to the Registration Statement or Prospectus is made or delivery of a Sales Notice (b) and any Sales Notice delivered and effective after a Representation Date shall be suspended by notice to the Company files its Annual Report on Form 10-K or Lead Manager), and, in the absence of a material amendment thereto under the Exchange Act or (c) on which the Manager reasonably requests Material Adverse Effect, subject to a limit of one due diligence sessionsession per quarter, the Company will conduct a due diligence session, in form and substance, reasonably satisfactory to the Lead Manager, which shall include representatives of management and Accountants. The Company shall cooperate timely with any reasonable due diligence request from or review conducted by the Manager Managers or its their respective agents from time to time in connection with the transactions contemplated by this Agreement, including, without limitation, providing information and available documents and access to appropriate corporate officers and the Company’s agents during regular business hours and at the Company’s principal offices, and timely furnishing or causing to be furnished such certificates, letters and opinions from the Company, its officers and its agents, as the Manager may reasonably request. The Company shall reimburse the Manager Managers for Manager’s Managers’ counsel’s time in each such due diligence update session, up to a maximum of $5,000 per update, plus any incidental expense incurred by the Manager Managers in connection therewith.
Appears in 1 contract
Samples: Market Offering Agreement (GREAT PANTHER MINING LTD)