Filing Prospectus Sample Clauses

Filing Prospectus. The Corporation shall, as soon as possible and in any event not later than 5:00 p.m. (Toronto time) on October 20, 2010, have prepared and filed in each of the Qualifying Jurisdictions the Preliminary Prospectus (in the English and French languages) and other related documents relating to the proposed distribution of the Securities and obtained a receipt for the Preliminary Prospectus from the Ontario Securities Commission (as the Corporation’s principal regulator) as contemplated by MI 11-102 with the result that a receipt shall be deemed to have been issued by each of the securities regulatory authorities in the Qualifying Jurisdictions for the Preliminary Prospectus. The Corporation shall, as soon as possible after any comments of the securities regulatory authorities in the Qualifying Jurisdictions have been resolved and in any event not later than 5:00 p.m. (Toronto time) on October 27, 2010 (or by such later date or dates as may be determined by the Underwriters, the Corporation and the Selling Shareholder), have prepared and filed in each of the Qualifying Jurisdictions the Final Prospectus (in the English and French languages) and other related documents relating to the proposed distribution of the Securities and obtained a receipt for the Final Prospectus from the Ontario Securities Commission (as the Corporation’s principal regulator) as contemplated by MI 11-102 with the result that a receipt shall be deemed to have been issued by each of the securities regulatory authorities in the Qualifying Jurisdictions for the Final Prospectus, and shall have fulfilled and complied with, to the reasonable satisfaction of the Underwriters and the Selling Shareholder, the Canadian Securities Laws required to be fulfilled or complied with by the Corporation to enable the Securities to be lawfully distributed to the Underwriters or distributed to the public, as the case may be, in the Qualifying Jurisdictions through the Underwriters or any other investment dealers or brokers registered as such in the Qualifying Jurisdictions. The Prospectus shall provide that the Underwriters may offer the Securities at a lower price than that stated on the cover page of the Prospectus. The Corporation shall fulfil and comply with Canadian Securities Laws required to be fulfilled or complied with by the Corporation to permit the sale of the Securities in the Qualifying Jurisdictions as freely tradeable common shares of the Corporation, subject to any required regulatory approv...
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Filing Prospectus. 1.1 The Corporation has filed the Base Shelf Prospectus in the English and French languages in accordance with Multilateral Instrument 11-102 – Passport System (the “Passport System”) in each of the Provinces of Alberta, British Columbia, Ontario and Québec (collectively, the “Qualifying Jurisdictions”), omitting such information as is permitted to be omitted from such documents pursuant to the applicable securities laws and respective regulations, rules, policy statements, instruments, blanket orders, notices and rulings and, including, without limitation, National Instrument 44-101 – Short Form Prospectus Distributions (“NI 44-101”) and National Instrument 44-102 – Shelf Distributions (“NI 44-102”), of each of the Securities Authorities (as defined below) in each of the Qualifying Jurisdictions (collectively, the “Securities Laws”) , or such other jurisdictions as may be agreed by the Corporation and the Agent prior to the Closing Date and has obtained a receipt for the Base Shelf Prospectus from and on behalf of the Autorité des marchés financiers of Québec (the “AMF”) in its capacity as principal regulator in accordance with the Passport System deeming that a receipt has been issued by the AMF and the securities regulatory authority in each of the other Qualifying Jurisdictions (collectively, the “Securities Authorities”).
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Filing Prospectus. The Corporation shall, as soon as possible, fulfil all legal requirements to be fulfilled by the Corporation, including the filing of the Prospectus Supplement and all other documents required under Applicable Securities Laws with the securities regulatory authorities in the Qualifying Jurisdictions, to enable the Securities to be offered and sold to the public in each of the Qualifying Jurisdictions through the Underwriter or any other investment dealer registered in the applicable Qualifying Jurisdiction. The Corporation agrees to allow the Underwriter, prior to the filing of the Prospectus Supplement, to participate fully in the preparation of the Prospectus Supplement and such other documents as may be required under Applicable Securities Laws to qualify the distribution of the Securities in the Qualifying Jurisdictions and, prior to the Closing Date, to allow the Underwriter to conduct all due diligence which the Underwriter may reasonably require in order to:
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Filing Prospectus. The Company will use reasonable efforts as soon as possible after the Closing Date, or if there is more than one Closing Date, then the last Closing Date to prepare, file and receive a receipt for a preliminary Prospectus in each of the Qualifying Provinces. If a preliminary Prospectus is filed and a receipt obtained therefore, the Company will use reasonable efforts to resolve any regulatory comments and satisfy any regulatory deficiencies in respect of the preliminary Prospectus and, as soon as practicable after such comments or deficiencies have been resolved or satisfied, shall use reasonable efforts to prepare, file and obtain a receipt from each of the securities commissions or similar regulatory authorities in each of the Qualifying Provinces for the final Prospectus and will take all other steps and proceedings that may reasonably be necessary in order to qualify the Common Shares issuable upon exercise or deemed exercise of the Special Warrants for distribution in each of the Qualifying Provinces to Special Warrantholders, subject to the control block provisions of Applicable Securities Laws.
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Filing Prospectus. The Corporation is under no obligation to file and clear a Prospectus solely to qualify the Common Shares issuable upon exercise or deemed exercise of the Special Warrants by a designated date or at all and any such filing, if made, will be subject to all necessary regulatory approvals. If the Corporation files a prospectus prior to the Expiry Date, it has agreed that it will file such prospectus in each of the Canadian Jurisdictions and include therein for qualification the distribution to the holders of Special Warrants the Common Shares issuable upon exercise or deemed exercise thereof. The Corporation will only be required to file the Prospectus in the event that the Corporation considers that it is in its best interests to do so, in its sole and unfettered discretion. If a preliminary Prospectus is filed, the Corporation will use its commercially reasonable best efforts to resolve any regulatory comments and satisfy any regulatory deficiencies in respect of the preliminary Prospectus and, as soon as possible after such comments or deficiencies have been resolved or satisfied, provided that the Corporation determines to proceed with the offering of its securities contemplated thereunder, shall prepare and use its commercially reasonable best efforts to file and to obtain a receipt from each of the securities commissions or similar regulatory authorities in each of the Canadian Jurisdictions for the final Prospectus and will take all other steps and proceedings that may reasonably be necessary in order to qualify the Common Shares issuable upon exercise or deemed exercise of the Special Warrants for distribution in each of the Canadian Jurisdictions to holders of Special Warrants.
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Filing Prospectus. The Company will use reasonable efforts, as soon as possible after the Closing Date, to prepare, file and receive a receipt for a preliminary Prospectus in each of the Qualifying Provinces. If a preliminary Prospectus is filed and a receipt obtained therefore, the Company will use reasonable efforts to resolve any regulatory comments and satisfy any regulatory deficiencies in respect of the preliminary Prospectus and, as soon as practicable after such comments or deficiencies have been resolved or satisfied, shall use reasonable efforts to prepare, file and obtain a receipt from each of the securities commissions or similar regulatory authorities in each of the Qualifying Provinces for the final Prospectus and will take all other steps and proceedings that may reasonably be necessary in order to qualify the Common Shares issuable upon exercise or deemed exercise of the Special Warrants for distribution in each of the Qualifying Provinces to Special Warrantholders, subject to the control block provisions of Applicable Securities Laws.
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Filing Prospectus. The Company will use reasonable efforts, as soon as possible after the Closing Date, to prepare, file and receive a receipt for a preliminary Prospectus in the Qualifying Province. If a preliminary Prospectus is filed and a receipt obtained therefore, the Company will use reasonable efforts to resolve any regulatory comments and satisfy any regulatory deficiencies in respect of the preliminary Prospectus and, as soon as practicable after such comments or deficiencies have been resolved or satisfied, shall use reasonable efforts to prepare, file and obtain a receipt from the British Columbia Securities Commission for the final Prospectus and to lodge an Australian Prospectus with ASIC and will take all other steps and proceedings that may reasonably be necessary in order to qualify the Common Shares issuable upon exercise or deemed exercise of the Special Warrants for distribution in the Qualifying Province to Special Warrantholders, subject to the control block provisions of Applicable Securities Laws.
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Filing Prospectus. The Company will use reasonable efforts, as soon as possible after the Closing Date, to prepare, file and receive a receipt for a preliminary Prospectus in each of the Qualifying Provinces. If a preliminary Prospectus is filed and a receipt obtained therefore, the Company will use reasonable efforts to resolve any regulatory comments and satisfy any regulatory deficiencies in respect of the preliminary Prospectus and, as soon as practicable after such comments or deficiencies have been resolved or satisfied and in any event shall use its commercially reasonable best efforts to do so within 30 days after the Closing Date, shall use reasonable efforts to prepare, file and obtain a receipt from the securities commission or similar regulatory authority in each of the Qualifying Provinces for the final Prospectus and will take all other steps and proceedings that may reasonably be necessary in order to qualify the Underlying Securities issuable upon exercise or deemed exercise of the Special Warrants for distribution in the Qualifying Provinces to the Special Warrantholders.
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Related to Filing Prospectus

  • Statutory Prospectus If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Statutory Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading, the Company will (i) notify promptly the Representative so that any use of the Statutory Prospectus may cease until it is amended or supplemented; (ii) amend or supplement the Statutory Prospectus to correct such statement or omission; and (iii) supply any amendment or supplement to you in such quantities as you may reasonably request.

  • Rule 424 Prospectus The Company shall, as required by applicable securities regulations, from time to time file with the SEC, pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements, if any, to be used in connection with sales of the Registrable Securities under the Registration Statement. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such prospectus prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall use its reasonable best efforts to comment upon such prospectus within one (1) Business Day from the date the Investor receives the final pre-filing version of such prospectus.

  • Registration Statement and Prospectus Contents At the respective times the Registration Statement and any amendments thereto became or become effective as to the Underwriters and at each Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at each Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing representations and warranties in this paragraph (d) shall not apply to information contained in or omitted from the Registration Statement or the Prospectus, or any amendment or supplement thereto, in reliance upon, and in conformity with, written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information the parties hereto agree is limited to the Underwriters’ Information.

  • Delivery of Registration Statement, Time of Sale Prospectus and Prospectus The Company shall furnish to you in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period when a prospectus relating to the Offered Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Offered Shares, as many copies of the Time of Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.

  • Registration Statement and Prospectus The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been initiated or threatened by the Commission; as of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto.

  • Final Prospectus (i) Each of the Final Prospectus and any amendments or supplements thereto, as of its date, as of the time it is filed with the Commission pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with the Underwriter Information.

  • Preliminary Prospectus No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

  • Preparation of Prospectus and Registration Statement (i) To prepare the Prospectus in a form approved by the Underwriters and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than Commission’s close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; (ii) to make no further amendment or any supplement to the Registration Statement or to the Prospectus except as permitted herein; (iii) to advise the Underwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriters with copies thereof; (iv) to advise the Underwriters promptly after it receives notice thereof of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Units for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose or of any request by the Commission for the amending or supplementing of the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and (v) in the event of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal.

  • Registration Statement; Proxy Statement/Prospectus The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The Proxy Statement will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Acquiror which is contained in or omitted from any of the foregoing documents.

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