Investors’ Obligations. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to the Registrable Shares of any Investor that such Investor shall:
(a) Furnish to the Company such written information regarding such Investor and the distribution proposed by such Investor as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration referred to in this Agreement and shall cooperate with the Company in preparing such registration; and
(b) Agree, with respect to a particular offering, to sell their Registrable Shares to the underwriters at the same price and on substantially the same terms and conditions as the Company or the other Persons on whose behalf the registration statement was being filed have agreed to sell their Securities.
Investors’ Obligations. It shall be a condition precedent to the obligations of the Company to take any action with respect to the registration of the Registrable Securities pursuant to this Agreement of any Selling Investor that such Selling Investor shall furnish on a timely basis to the Company such information regarding such Selling Investor, the number of the Registrable Securities owned by it, and the intended method of disposition of such securities as may be reasonably requested by the Company from time to time to effect the registration of the Registrable Securities, and cooperate with the Company in preparing such registration.
Investors’ Obligations. (a) Investor agrees, by acquisition of the Registrable Securities, that it shall not be entitled to sell any of such Registrable Securities pursuant to a Shelf Registration Statement or to receive a Prospectus relating thereto unless Investor has furnished the Company with a completed questionnaire in substantially the form attached hereto as Exhibit A (with such changes as may be reasonably agreed upon by the parties to reflect any changes in applicable rules, regulations or interpretations of the Commission following the date of this Agreement), any information reasonably requested or required by the Commission (provided that the Company shall afford the Investor reasonable opportunity and cooperation to dispute any such request) and the information set forth in the next sentence. Investor agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by Investor not misleading in any material respect. Any sale of any Registrable Securities by Investor shall constitute a representation and warranty by Investor that the information relating to Investor that is furnished in writing by the Investor expressly for use in a Shelf Registration Statement or Prospectus does not as of the time of such sale contain any untrue statement of a material fact and does not as of the time of such sale omit to state any material fact relating to or provided by Investor or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading in any material respect. Investor further agrees, by acquiring Registrable Securities, that it will not take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus (as defined in Rule 405 under the Act) prepared by or on behalf of Investor that otherwise would not be required to be filed by the Company thereunder but for the action of Investor.
Investors’ Obligations. In connection with any Demand Registration or Piggy-Back Registration pursuant to this Agreement, each of the participating Investor(s) shall:
(a) furnish to the Corporation such information regarding the Registrable Securities or Piggy-Back Securities, as applicable, and such other information relating to each such participating Investor(s) and its ownership of Equity Securities as the Corporation may reasonably request in writing in order to comply with applicable Securities Laws in the Jurisdictions;
(b) promptly review and comment on any draft documents provided to the participating Investor(s) under Section 1 above;
(c) notify the Corporation promptly upon the occurrence of any event as a result of which any of the aforesaid Prospectuses includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they are made; and
(d) if Securities Laws so require, sign any certificate forming part of a preliminary Prospectus or Prospectus to be filed with the relevant Securities Regulators. For certainty, unless required under Securities Laws, a Prospectus shall not contain any covenant, representation or warranty of or from the participating Investor(s).
a) Any Dispute not resolved pursuant to Section 1.3(b) shall be referred to the chief executive officer, general counsel or other individual of similar seniority and authority of each of the applicable parties for prompt resolution.
b) Any Dispute, controversy or claim which cannot be resolved by such individuals within fifteen (15) days after it has been so referred to them hereunder, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by binding arbitration by a three member arbitral tribunal seated in Toronto, Ontario and administered by the ICDR in accordance with the Arbitration Rules, except as otherwise amended by this Agreement.
c) Any party may refer a Dispute, controversy or claim to arbitration following the expiry of the period set out above. The party referring the matter to arbitration shall propose the name of the individual it wishes to appoint as one of the three arbitrators. Within twenty (20) days after receipt of such notice, the responding party shall give notice to the referring party advising of the individual it wishes to appoint as the second of the three arbitrators. The party-nomin...
Investors’ Obligations. The Group Representative, on behalf of the Investors, will furnish to the Company such information and execute such documents regarding the Registrable Shares and the intended method of disposition thereof as the Company may reasonably require in order to effect the requested qualification for sale or other disposition. The Group Representative will promptly notify the Company if the Group Representative or the Investors become aware of the happening of any event (insofar as it relates to the Investor or information furnished by it in writing for inclusion in the applicable Prospectus) as a result of which the Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement therein not misleading in light of the circumstances under which they are made. In addition, the Investors shall, if required under applicable Securities Laws, execute any certificate forming part of a Prospectus to be filed with the applicable Canadian Securities Commissions.
Investors’ Obligations. The Company’s obligations under Section 4 are conditioned upon Investor providing any information regarding the Investor reasonably requested by the Company in order for Company to complete the Registration Statement.
Investors’ Obligations. It shall be a condition precedent to the obligations of the Company to take any action with respect to the registration of Registrable Securities pursuant to this Agreement of any Selling Investor that such Selling Investor shall:
5.1 Furnish to the Company such information regarding such Selling Investor, the number of the Registrable Securities owned by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Selling Investor’s Registrable Securities, and to cooperate with the Company in preparing such registration; and
5.2 In the case of any underwritten registration, agree to sell their Registrable Securities to the underwriters at the same price and on substantially the same terms and conditions as the Company or the other Persons on whose behalf the registration statement was being filed have agreed to sell their securities, and to execute the underwriting agreement agreed to by the Majority Selling Investors (in the case of a registration under Section 2) or the Company and the Majority Selling Investors (in the case of a registration under Section 3).
Investors’ Obligations. At the closing of each of the Transfers, the Investor shall execute and/or deliver and/or make available to TopCo:
(a) a copy of the resolutions of the shareholders of STG approving such Transfer executed by the Investor; provided that a reasonable form has been provided to the Investor no later than five (5) business days in advance of Closing;
(b) a copy of the resolutions of the board of directors of STG approving such Transfer executed by the directors of STG appointed by the Investor; provided that a reasonable form has been provided to the Investor no later than five (5) business days in advance of Closing; and
(c) a copy of the short form share transfer agreement in a form agreed between the parties hereto (the “Short Form SPA”) (or if no such form is agreed, a reasonable form prepared by the Investor) executed by the Investor in relation to such Transfer.
Investors’ Obligations. On Completion the Investor shall pay the Consideration for the Sale Shares as provided by clause 3 (before any adjustment as is mentioned in clause 3) by telegraphic transfer to such bank accounts as shall be notified by each of the Selling Shareholders to the Investor in writing on the letterhead of the relevant Selling Shareholder and duly signed by such Selling Shareholder and in the case that the Selling Shareholder is a company, signed by an authorised representative of the Selling Shareholder, at least 3 Business Days prior to Completion.
Investors’ Obligations. The Company may require the Investor to promptly furnish in writing to the Company such information regarding the distribution of the Primary Offering Securities and Registrable Securities, as applicable, as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration, including all such information as may be requested by the Commission. Investor agrees that, notwithstanding the provisions of Section 2.7 hereof, upon receipt of any written notice from the Company of the happening of any event of the kind described in Section 2.5(f) hereof, the Investor will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.5(f) hereof or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, the Investor will deliver to the Company all copies, other than permanent file copies then in the Investor’s possession and retained solely in accordance with record retention policies then-applicable to the Investor, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such notice. In the event the Company shall give such notice, the Company shall extend the period during which such Registration Statement shall be maintained effective by the number of days during the period from and including the date of the giving of notice pursuant to Section 2.5(f) hereof to the date when the Company shall make available to the Investor a Prospectus supplemented or amended to conform with the requirements Section 2.5(f).
