Incidental Qualification Sample Clauses

Incidental Qualification. If ConSil at any time proposes to prepare and file a prospectus under any of the applicable securities legislation of any of the provinces of Canada, as amended (collectively, the "Securities Acts") for a distribution of shares of its Common Stock, whether or not for sale for its own account, ConSil will give prompt written notice to Hecla of its intention to do so, describing such proposed distribution. Upon the written request of Hecla delivered to ConSil within twenty (20) days after the giving of any such notice (which request shall specify the shares intended to be disposed of by Hecla and Hecla's intended method of disposition (if not an underwritten offering), ConSil will use its reasonable best efforts to effect the qualification under the Securities Acts of the Provinces of Canada in which ConSil proposes to make its distribution of the distribution of all shares which ConSil has been so requested by Hecla to qualify. If the distribution contemplated by ConSil is to be made by or through one or more underwriters, ConSil shall cause the managing underwriter to include the shares proposed to be included therein to be included on the same terms and conditions as any similar securities, if any, of ConSil included therein. Hecla shall enter into the same underwriting agreement as shall ConSil and the other selling security holders, if any, provided that such underwriting agreement 2.1.1. contains 2.1.1.1. representations, warranties and agreements on the part of the selling security holders that are not substantially different from those customarily made by selling security holders in underwriting agreements with respect to secondary distributions and 2.1.1.2. representations, warranties and agreements on the part of ConSil and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions and 2.1.2. provides Hecla with an indemnification substantially similar to the indemnification provided by paragraph 1.6 hereof. Notwithstanding the foregoing, if the lead underwriter of such underwritten offering shall deliver a written opinion to ConSil, with a copy to Hecla, that the distribution of any or all of the shares, together with any other issued and outstanding shares of Common Stock proposed to be included in the distribution, will materially and adversely affect the distribution of such securities by such underwriter (such opinion to state the reasons therefor), then ConSil shall not be r...
Sample 1
Incidental Qualification. If, at any time, the Company proposes to qualify for distribution any equity securities of the Company by way of prospectus under any Applicable Securities Laws of any province or territory in Canada or federally, if applicable (for the purposes of this Section 2, the "Qualification Provinces"), or any other jurisdiction in Canada in which securities of the Company may be qualified (including, without limitation, securities distributed from treasury by the Company or distributed by way of secondary offering by any other shareholder), the Company will serve written notice (a "Notice") of such proposed distribution on each Investor prior to the anticipated date of filing of a preliminary prospectus under such Applicable Securities Laws. A Notice shall include reasonable details of such proposed distribution. Subject to the restrictions and in accordance with the procedures set forth below, the Company will use its reasonable best efforts to include in any such distribution to which a Notice relates, all Qualifiable Shares with respect to which the Company has received from an Investor a written request for inclusion therein within: (i) two (2) Business Days following receipt of the Notice in respect of a "bought deal" financing pursuant to National Instrument 44-101 Short Form Prospectus Distributions of the Canadian Securities Administrators ("NI 44-101") or any successor thereto; and (ii) ten (10) days, in any other case, provided that: A. notwithstanding that an Investor shall have provided a written request for inclusion in any such distribution of certain Qualifiable Shares, such Investor shall not be required to include such shares in any such distribution if the price at which such Qualifiable Shares are to be sold is determined not to be acceptable by such Investor; B. each Investor must sell its Qualifiable Shares at the same price as the Company in respect of identical securities; and C. if, at any time after giving a Notice and prior to the date a receipt is issued by the applicable Securities Commission under Applicable Securities Laws in respect of the prospectus to be filed in connection with such proposed distribution, the Company shall be unable to or shall determine for any reason not to proceed with the proposed distribution, the Company may, at its election, give written notice of such determination to the Investors and thereupon the Company shall be relieved of its obligation hereunder to effect the proposed distribution and any qualifica...
Sample 1
Incidental Qualification 
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Related to Incidental Qualification

  • Professional Qualifications It shall be a condition of continued professional employment that employees must apply for enrolment in their appropriate professional licensing body by the thirtieth day of continuous service.

  • Tax Qualification Each Employee Benefit Plan intended to be qualified under Section 401(a) of the Code has been determined to be so qualified by the Internal Revenue Service and nothing has occurred since the date of the last such determination which resulted or is likely to result in the revocation of such determination.

  • IRO Qualifications The IRO shall: 1. assign individuals to conduct the Arrangements Review who are knowledgeable in the requirements of the Anti-Kickback Statute and the Xxxxx Law and the regulations and other guidance documents related to these statutes; and 2. have sufficient staff and resources to conduct the reviews required by the CIA on a timely basis.

  • Blue Sky Qualification The purchase of Units under this Subscription Agreement is expressly conditioned upon the exemption from qualification of the offer and sale of the Units from applicable federal and state securities laws. The Company shall not be required to qualify this transaction under the securities laws of any jurisdiction and, should qualification be necessary, the Company shall be released from any and all obligations to maintain its offer, and may rescind any sale contracted, in the jurisdiction.

  • STAFF QUALIFICATIONS CONTRACTOR shall ensure that all individuals employed, contracted, and/or otherwise hired by CONTRACTOR to provide classroom and/or individualized instruction or related services hold a license, certificate, permit, or other document equivalent to that which staff in a public school are required to hold in the service rendered consistent with Education Code section 56366.1(n)(1) and are qualified pursuant to Title 34 of the Code of Federal Regulations sections 200.56 and 200.58, and Title 5 of the California Code of Regulations sections 3001(r), 3064 and 3065. Such qualified staff may only provide related services within the scope of their professional license, certification or credential and ethical standards set by each profession, and not assume responsibility or authority for another related services provider or special education teacher’s scope of practice. CONTRACTOR shall ensure that all staff are appropriately credentialed to provide instruction and services to students with the disabling conditions placed in their program/school through documentation provided to the CDE (5 CCR 3064 (a)).

  • Nasdaq Qualification The Shares to be issued shall be duly authorized for listing by Nasdaq, subject to official notice of issuance, to the extent required by the rules of Nasdaq.

  • Blue Sky Qualifications The Company will use its best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

  • Organization; Qualification The Company is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Company.

  • Foreign Qualification Prior to the Company’s conducting business in any jurisdiction other than Delaware, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.

  • Required Qualifications At all times during the term of the Contract, Vendor shall have available, under direct employment and supervision and/or subcontract agreement fully incorporating the terms and conditions of the Contract Documents, the required qualified and properly licensed (as applicable) personnel to properly fulfill all the terms and conditions of the Contract.