Further Offerings. The Company shall not sell, offer for sale or solicit offers to buy any security (as defined in Section 2 of the Securities Act) in a transaction that would be (i) integrated with the offer or sale of the Shares for purposes of the rules and regulations of the Nasdaq Global Select Market and (ii) would require approval of the Company’s stockholders prior to the closing of such other transaction, unless such stockholder approval is obtained before the closing of such other transaction.
Further Offerings. 25.1 The Trust shall not, without the prior written consent of the Lead Underwriters, on behalf of the Underwriters after discussion therewith, which consent shall not be unreasonably withheld, (i) offer, issue, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise lend, transfer or dispose of, directly or indirectly, any Trust Units or other securities of the Trust or securities convertible into or exchangeable for Trust Units or other securities of the Trust (other than for purposes of the Trust’s option, incentive, distribution reinvestment or similar plans in existence on the date hereof and described in the Canadian Prospectus or documents incorporated by reference therein; and securities issued in connection with an arms’ length acquisition, merger, consolidation or amalgamation with any company or companies or the exchange of Royalty Units outstanding on the date hereof for Trust Units), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Trust Units, whether any such transaction described in clause (i) or (ii) above is settled by delivery of Trust Units or other securities of the Trust, in cash or otherwise, in each case prior to 90 days after the Closing Date.
25.2 The Manager agrees that it will not, directly or indirectly, offer, sell, pledge or otherwise dispose of any Trust Units or any securities convertible into or exchangeable or exercisable for Trust Units or enter into any swap or other derivative transaction with similar effect as a sale of Trust Units, for a period of 90 days after the Closing Date without the prior written consent of the Lead Underwriters.
Further Offerings. 21.1 The Corporation agrees that, until 120 days following the Closing Date, it shall not issue, or announce the issuance of, or make or announce any agreement to issue, sell or exchange any shares from treasury or securities convertible or exchangeable into shares from treasury without the prior consent of the Agent, which consent shall not be unreasonably withheld; provided that, notwithstanding the foregoing, the restriction on subsequent securities issuances does not include the granting or exercising of warrants or employee stock options, nor does it restrict the Corporation from issuing shares in order to comply with its obligations under agreements to do so (the number of such shares, exclusive of outstanding warrants and options, is currently estimated by the Corporation to be 2,200,000). The restriction on subsequent securities issuances does not include corporate activity where shares from treasury or securities exchangeable for or convertible into shares from treasury are issued pursuant to or in connection with a merger or asset acquisition.
Further Offerings. 24.1 The Trust shall not, directly or indirectly, without the prior written consent of the Lead Underwriter, on behalf of the Underwriters after discussion therewith, which consent shall not be unreasonably withheld: (i) offer, issue, pledge, sell, contract to sell, announce an intention to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise lend, transfer or dispose of, directly or indirectly, any Trust Units or other securities of the Trust or securities convertible into or exchangeable for Trust Units or other securities of the Trust (other than for purposes of the Trust’s Trust Unit incentive, option, distribution reinvestment or similar plans in existence on the date hereof and described in the Prospectus or documents incorporated by reference therein and on the exchange of Exchangeable Shares); or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Trust Units, whether any such transaction described in clause (i) or (ii) above is settled by delivery of Trust Units or other securities, in cash or otherwise, in each case prior to 90 days after the Closing Date.
Further Offerings. 22.1 The Trust shall not, without the prior written consent of RBC, on behalf of the Underwriters after discussion therewith, which consent shall not be unreasonably withheld, (i) offer, issue, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise lend, transfer or dispose of, directly or indirectly, any Trust Units or other securities of the Trust or securities convertible into or exchangeable for Trust Units or other securities of the Trust (other than: (A) for purposes of the Trust’s option, incentive, distribution reinvestment or similar plans in existence on the date hereof and described in the Prospectuses; (B) securities issued in connection with an arms’ length acquisition, merger, consolidation or amalgamation with any company or companies or the exchange of Royalty Units or Class A Trust Units outstanding on the date hereof for Trust Units or (C) Units having an aggregate issue price of up to $20 million issued pursuant to the at-the-market distribution program established by the Trust pursuant to an agreement with SG Americas Securities, LLC and FirstEnergy Capital Corp.; provided that such Units are issued no earlier than 35 days following Closing and at a price not lower than the Unit Price), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Trust Units, whether any such transaction described in clause (i) or (ii) above is settled by delivery of Trust Units or other securities, in cash or otherwise, in each case prior to 90 days after the Closing Date.
Further Offerings. 21.1 The Corporation agrees that it shall not, without the prior consent of the Lead Underwriter, on behalf of the Underwriters, such consent not to be unreasonably withheld, delayed or conditioned during the period beginning on the date hereof and ending 90 days after the Closing Date, directly or indirectly, (i) offer, issue, pledge, sell, contract to sell, announce an intention to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise lend, transfer or dispose of, any Common Shares of the Corporation or securities convertible into or exchangeable for Common Shares of the Corporation (other than for purposes of directors’, officers’ or employee compensation plans, including the Corporation’s long term incentive plan; to satisfy existing instruments already issued at the date hereof; and securities issued, sold, transferred or distributed in connection with an arms’ length acquisition, merger, consolidation or amalgamation involving the Corporation or any of its subsidiaries which has been publicly disclosed prior to the date hereof); or (ii) enter into any swap or other similar arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares of the Corporation, whether any such transaction described in (i) or (ii) above is settled by delivery of Common Shares or such other securities of the Corporation, in cash or otherwise.
Further Offerings. In the event that the Offering is completed, the Company agrees not to offer, nor to announce the offering of, nor to make any agreement to issue, including without limitation, any filings or announcements with respect to any at the market offering, any additional securities or securities convertible or exercisable into securities of the Company (other than for purposes of any equity incentive plans or to satisfy existing convertible securities outstanding as at the date hereof and any previously announced specific financings) for a period commencing on the hereof and until 45 days from the Closing Date, without the prior written consent of the Investor.
Further Offerings. 20.1 The Corporation hereby agrees that, without the prior consent of the Agent, which consent shall not be unreasonably withheld, it will not offer or issue, or enter into an agreement to offer or issue, or announce any intention to offer or issue, any of its securities or any securities convertible or exchangeable into its securities (other than stock options granted pursuant to its stock option plan or securities issuable upon the exercise of its currently outstanding stock options or convertible securities) for a period of 90 days following the Closing Date.
Further Offerings. 23.1 The Corporation shall not, without the prior written consent of BMO, on behalf of the Underwriters after discussion therewith, which consent shall not be unreasonably withheld, (i) offer, issue, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise lend, transfer or dispose of, directly or indirectly, any Common Shares or other securities of the Corporation or securities convertible into or exchangeable for Common Shares or other securities of the Corporation (other than: (A) for purposes of the Corporation's option, incentive, distribution reinvestment or similar plans in existence on the date hereof and described in the Prospectuses; or (B) securities issued in connection with an arms' length acquisition, merger, consolidation or amalgamation with any company or companies), or (ii) enter into any swap or other agreement or arrangement under which the Corporation acquires or transfers to another, in whole or in part, any of the economic consequences of ownership of Common Shares, whether any such transaction described in clause (i) or (ii) above is settled by delivery of Common Shares or other securities, in cash or otherwise, in each case prior to 90 days after the Closing Date.
Further Offerings. COMPANY agrees that, for a period of 180 days from the Closing Date, it will not offer for sale or sell any securities other than the Shares issuable upon conversion of the Debentures issued to the PURCHASER and to other purchasers contemporaneously herewith, unless, in the opinion of COMPANY's counsel, such offer or sale does not jeopardize the availability of exemptions from the registration and qualification requirements under all applicable securities laws with respect to the Shares. COMPANY hereby warrants that it has not engaged in any such offering during the six months prior to the Closing Date, except as disclosed in Annex V hereof.
