Material Change. (a) During the period commencing on the date hereof and ending on the day the Underwriters notify the Company of the completion of the distribution of the Offered Units in accordance with Section 4(a) hereof, the Company shall promptly inform the Underwriters (and promptly confirm such notification in writing) of the full particulars of: (i) any material change whether actual, anticipated, contemplated, threatened or proposed, in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations or in the Offering; (ii) any material fact which has arisen or has been discovered or any new material fact that would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on or prior to the date of any of the Offering Documents; (iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents or whether any event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, or which could result in any of the Offering Documents not complying with the Applicable Securities Laws; or (iv) any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, relating to the Company or any Subsidiary or the Offering. (b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters any Supplementary Material which, in the opinion of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions. (c) During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the Offered Units, the Company will promptly inform the Underwriters in writing of the full particulars of: (i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in respect of the Offering or the Company; (ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, the distribution of the Offered Units or the Company; (iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or (iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options). (d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company shall in good faith discuss with the Underwriters any circumstance, change, event or fact contemplated in any of Section 6(a), Section 6(b) or Section 6(c) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters under any of Section 6(a), Section 6(b) or Section 6(c) hereof and shall consult with the Underwriters with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material shall be filed with any Securities Commission prior to the review and approval thereof by the Underwriters and their counsel, acting reasonably.
Appears in 4 contracts
Samples: Underwriting Agreement, Underwriting Agreement, Underwriting Agreement
Material Change. (a) During the period commencing on the date hereof and ending on the day the Underwriters notify the Company of the completion of the distribution of the Offered Units Shares in accordance with Section 4(a24(a) hereof, the Company shall promptly inform the Underwriters (and promptly confirm such notification in writing) of the full particulars of:
(i) any material change whether actual, anticipated, contemplated, threatened or proposed, proposed in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, assets, properties, condition (financial or otherwise) or results of operations or in the Offering;
(ii) any material fact which has arisen or has been discovered or any new material fact that would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on or prior to the date of any of the Offering Documents;; or
(iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents or whether any event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, or which could result in any of the Offering Documents not complying with the Applicable Securities Laws; or
(iv) any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, relating to the Company or any Subsidiary or the Offering.
(b) Subject to Section 6(d26(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters any Supplementary Material which, in the opinion of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units Shares for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the Offered UnitsShares, the Company will promptly inform the Underwriters in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in respect of the Offering or the Company;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE TSX or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, the distribution of the Offered Units Shares or the Company;
(iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies any Governmental Authority for information, a meeting or a hearing relating to the Company, any Material Subsidiary, the Offering, the issue and sale of the Offered Units Shares or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE TSX or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options)Company.
(d) In addition to the provisions of Sections 6(a26(a), 6(b26(b) and 6(c26(c) hereof, the Company shall in good faith discuss with the Underwriters any circumstance, change, event or fact contemplated in any of Section 6(aSections 26(a), Section 6(b26(b) or Section 6(c26(c) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters under any of Section 6(aSections 26(a), Section 6(b26(b) or Section 6(c26(c) hereof and shall consult with the Underwriters with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material shall be filed with any Securities Commission prior to the review and approval thereof by the Underwriters and their counsel, acting reasonably.
Appears in 3 contracts
Samples: Underwriting Agreement (Village Farms International, Inc.), Underwriting Agreement (Village Farms International, Inc.), Underwriting Agreement (Village Farms International, Inc.)
Material Change. (a1) During the period commencing on from the date hereof and ending on the day the Underwriters notify the Company of this Agreement to the completion of the distribution of the Offered Units in accordance with Section 4(a) hereofSecurities, the Company Corporation covenants and agrees with the Underwriters that it shall promptly inform notify the Underwriters (and promptly confirm such notification in writing) of the writing with full particulars of:
(ia) any material change whether (actual, anticipated, contemplated, threatened contemplated or proposed, threatened) in respect of the Company Corporation or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations or in the OfferingSubsidiaries considered on a consolidated basis;
(iib) any material fact in respect of the Corporation which has arisen or has been discovered or any new material fact that and would have been required to have been stated in any of the Offering Documents had that the fact arisen or been discovered on on, or prior to to, the date of any of the Offering Documents;such document; and
(iiic) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents which fact or whether any event or state of facts has occurred after the date hereof, which, in any case, change is, or may be, of such a nature as to render any of the statement in such Offering Documents Document misleading or untrue or misleading in any material respect or to which would result in any a misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, Document or which could would result in any of the Offering Documents not complying (to the extent that such compliance is required) with the Applicable Securities Laws; or
(iv) any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, relating to the Company or any Subsidiary or the Offering.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters any Supplementary Material which, in the opinion of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions.
(c2) During the period commencing on from the date hereof until the Underwriters notify the Company of this Agreement to the completion of the distribution of the Offered UnitsSecurities, the Company will promptly inform Corporation shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Underwriters, acting reasonably, with all applicable filings and other requirements under Canadian Securities Laws and U.S. Securities Laws as a result of such fact or change; provided that the Corporation shall not file any Prospectus Amendment or other document without first providing the Underwriters in writing with a copy of such Prospectus Amendment or other document and consulting with the full particulars of:
(i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in Underwriters with respect of the Offering or the Company;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, the distribution of the Offered Units or the Company;
(iii) any notice or other correspondence received by the Company from any Governmental Authority form and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options).
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company content thereof. The Corporation shall in good faith discuss with the Underwriters any circumstancefact or change in circumstances (actual, changeanticipated, event contemplated or fact contemplated in any of Section 6(a)threatened, Section 6(b) financial or Section 6(cotherwise) which is of such a nature that there is or could be reasonable doubt as to whether written notice should need be given under this Section 6.
(3) If during the period of distribution of the Offered Securities there shall be any change in Canadian Securities Laws or other laws which results in any requirement to file a Prospectus Amendment, the Corporation will promptly prepare and file such Prospectus Amendment with the appropriate Securities Commissions where such filing is required, provided that the Corporation shall have allowed the Underwriters and its counsel to participate in the preparation and review of any Prospectus Amendment.
(4) During the period from the date of this Agreement to the Underwriters under any completion of Section 6(a)the distribution of the Offered Securities, Section 6(b) or Section 6(c) hereof and shall consult with the Corporation will notify the Underwriters with respect to the form and content promptly:
(a) when any Prospectus Amendment has been filed;
(b) of any Supplementary Material proposed to be filed request by the Company, it being understood and agreed that no such Supplementary Material shall be filed with any Securities Commission prior for any Prospectus Amendment or for additional information;
(c) of the suspension of the qualification of any of the Offered Securities for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Prospectus Amendment) or of the institution or, to the review and approval knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Common Shares or Warrants or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the distribution of the Common Shares or Warrants or the trading in the shares of the Corporation and, if any such order is issued, to obtain the lifting thereof by at the Underwriters and their counsel, acting reasonablyearliest possible time.
Appears in 2 contracts
Samples: Underwriting Agreement (Valens Company, Inc.), Underwriting Agreement (Valens Company, Inc.)
Material Change. (a1) During the period commencing on from the date hereof and ending on the day the Underwriters notify the Company of this Agreement to the completion of the distribution of the Offered Units in accordance with Section 4(a) hereofUnits, the Company Corporation covenants and agrees with the Underwriters that it shall promptly inform notify the Underwriters (and promptly confirm such notification in writing) of the writing with full particulars of:
(ia) any material change whether (actual, anticipated, contemplated, threatened contemplated or proposed, threatened) in respect of the Company Corporation or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations or in the OfferingSubsidiaries considered on a consolidated basis;
(iib) any material fact in respect of the Corporation which has arisen or has been discovered or any new material fact that and would have been required to have been stated in any of the Offering Documents had that the fact arisen or been discovered on on, or prior to to, the date of any of the Offering Documents;such document; and
(iiic) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents which fact or whether any event or state of facts has occurred after the date hereof, which, in any case, change is, or may be, of such a nature as to render any of the statement in such Offering Documents Document misleading or untrue or misleading in any material respect or to which would result in any a misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, Document or which could would result in any of the Offering Documents not complying (to the extent that such compliance is required) with the Applicable Securities Laws; or
(iv) . The Corporation shall promptly, and in any notice by event within any governmentalapplicable time limitation, judicial or regulatory authority requesting any material informationcomply, or meeting or hearing, relating to the Company or any Subsidiary or the Offering.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters any Supplementary Material which, in the opinion satisfaction of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal applicable filings and other requirements necessary, to continue to qualify under Canadian Securities Laws and U.S. Securities Laws as a result of such fact or change; provided that the Offered Units for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until Corporation shall not file any Supplementary Material or other document without first providing the Underwriters notify the Company with a copy of the completion of the distribution of the Offered Units, the Company will promptly inform such Supplementary Material or other document and consulting with the Underwriters in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in with respect of the Offering or the Company;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, the distribution of the Offered Units or the Company;
(iii) any notice or other correspondence received by the Company from any Governmental Authority form and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options).
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company content thereof. The Corporation shall in good faith discuss with the Underwriters any circumstancefact or change in circumstances (actual, changeanticipated, event contemplated or fact contemplated in any of Section 6(a)threatened, Section 6(b) financial or Section 6(cotherwise) which is of such a nature that there is or could be reasonable doubt as to whether written notice should need be given under this Section 5.
(2) If during the period of distribution of the Offered Units there shall be any change in Canadian Securities Laws or other laws which results in any requirement to file Supplementary Material, the Corporation will promptly prepare and file such Supplementary Material with the appropriate Securities Commissions where such filing is required, provided that the Corporation shall have allowed the Underwriters under any of Section 6(a), Section 6(b) or Section 6(c) hereof and shall consult with its counsel to participate in the Underwriters with respect to the form preparation and content review of any Supplementary Material proposed Material.
(3) During the period from the date of this Agreement to be filed by the Companycompletion of the distribution of the Offered Units, it being understood and agreed that no such the Corporation will notify the Underwriters promptly:
(a) when any supplement to any of the Offering Documents or any Supplementary Material shall be filed with have been filed;
(b) of any request by any Securities Commission prior to amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Common Shares, Warrants or the Over-Allotment Option for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the review and approval knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Common Shares or Warrants or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the distribution of the Common Shares or Warrants or the trading in the shares of the Corporation and, if any such order is issued, to obtain the lifting thereof by at the Underwriters and their counsel, acting reasonablyearliest possible time.
Appears in 2 contracts
Samples: Underwriting Agreement, Underwriting Agreement
Material Change. (a1) During the period commencing on from the date hereof and ending on the day the Underwriters notify the Company of this Agreement to the completion of the distribution of the Offered Units in accordance with Section 4(a) hereofShares, the Company Corporation covenants and agrees with the Underwriters that it shall promptly inform notify the Underwriters (and promptly confirm such notification in writing) of the writing with full particulars of:
(ia) any material change whether (actual, anticipated, contemplated, threatened contemplated or proposed, threatened) in respect of the Company or any Corporation and the Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations or in the Offeringconsidered on a consolidated basis;
(iib) any material fact in respect of the Corporation which has arisen or has been discovered or any new material fact that and would have been required to have been stated in any of the Offering Documents had that the fact arisen or been discovered on on, or prior to to, the date of any of the Offering Documents;such document; and
(iiic) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents which fact or whether any event or state of facts has occurred after the date hereof, which, in any case, change is, or may be, of such a nature as to render any of the statement in such Offering Documents Document misleading or untrue or misleading in any material respect or to which would result in any a misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, Document or which could would result in any of the Offering Documents not complying (to the extent that such compliance is required) with the Applicable Securities Laws; or
(iv) . The Corporation shall promptly, and in any notice by event within any governmentalapplicable time limitation, judicial or regulatory authority requesting any material informationcomply, or meeting or hearing, relating to the Company or any Subsidiary or the Offering.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters any Supplementary Material which, in the opinion satisfaction of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal applicable filings and other requirements necessary, to continue to qualify under Canadian Securities Laws and U.S. Securities Laws as a result of such fact or change; provided that the Offered Units for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until Corporation shall not file any Supplementary Material or other document without first providing the Underwriters notify the Company with a copy of the completion of the distribution of the Offered Units, the Company will promptly inform such Supplementary Material or other document and consulting with the Underwriters in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in with respect of the Offering or the Company;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, the distribution of the Offered Units or the Company;
(iii) any notice or other correspondence received by the Company from any Governmental Authority form and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options).
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company content thereof. The Corporation shall in good faith discuss with the Underwriters any circumstancefact or change in circumstances (actual, changeanticipated, event contemplated or fact contemplated in any of Section 6(a)threatened, Section 6(b) financial or Section 6(cotherwise) which is of such a nature that there is or could be reasonable doubt as to whether written notice should need be given under this Section 5.
(2) If during the period of distribution of the Offered Shares there shall be any change in Canadian Securities Laws or other laws which results in any requirement to file Supplementary Material, the Corporation will promptly prepare and file such Supplementary Material with the appropriate Securities Commissions where such filing is required, provided that the Corporation shall have allowed the Underwriters under any of Section 6(a), Section 6(b) or Section 6(c) hereof and shall consult with its counsel to participate in the Underwriters with respect to the form preparation and content review of any Supplementary Material proposed Material.
(3) During the period from the date of this Agreement to be filed by the Companycompletion of the distribution of the Offered Shares, it being understood and agreed that no such the Corporation will notify the Underwriters promptly:
(a) when any supplement to any of the Offering Documents or any Supplementary Material shall be filed with have been filed;
(b) of any request by any Securities Commission prior to amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Offered Shares or the Over-Allotment Option for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the review and approval knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Offered Shares or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the distribution of the Offered Shares or the trading in the shares of the Corporation and, if any such order is issued, to obtain the lifting thereof by at the Underwriters and their counsel, acting reasonablyearliest possible time.
Appears in 2 contracts
Samples: Underwriting Agreement (Aphria Inc.), Underwriting Agreement (Aphria Inc.)
Material Change. (a1) During the period commencing on from the date hereof and ending on the day the Underwriters notify the Company of this Agreement to the completion of the distribution of the Offered Units in accordance with Section 4(a) hereofSecurities, the Company Corporation covenants and agrees with the Underwriters that it shall promptly inform notify the Underwriters (and promptly confirm such notification in writing) of the writing with full particulars of:
(ia) any material change whether (actual, anticipated, contemplatedcontemplated or threatened) in respect of the Corporation, threatened or proposed, in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations or in the Offeringconsidered on a consolidated basis;
(iib) any material fact in respect of the Corporation which has arisen or has been discovered or any new material fact that and would have been required to have been stated in any of the Offering Documents had that the fact arisen or been discovered on on, or prior to to, the date of any of the Offering Documents;such documents; and
(iiic) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents or whether any event or state of facts has occurred after the date hereof, which, in any case, which change is, or may be, be of such a nature as as: (i) to render any of the statement in such Offering Documents Document misleading or untrue or misleading in any material respect or to which would result in any a misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing Document; or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in (ii) which it was made, or which could would result in any of the Offering Documents not complying (to the extent that such compliance is required) with the Applicable Securities Laws; or
(iv) . The Corporation shall promptly, and in any notice by event within any governmentalapplicable time limitation, judicial or regulatory authority requesting any material informationcomply, or meeting or hearing, relating to the Company or any Subsidiary or the Offering.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters any Supplementary Material which, in the opinion satisfaction of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal applicable filings and other requirements necessary, to continue to qualify under the Offered Units for distribution in each Canadian Securities Laws as a result of such fact or change; provided that the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until Corporation shall not file any Supplementary Material or other document without first providing the Underwriters notify the Company with a copy of the completion of the distribution of the Offered Units, the Company will promptly inform such Supplementary Material or other document and consulting with the Underwriters in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in with respect of the Offering or the Company;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, the distribution of the Offered Units or the Company;
(iii) any notice or other correspondence received by the Company from any Governmental Authority form and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options).
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company content thereof. The Corporation shall in good faith discuss with the Underwriters any circumstancefact or change in circumstances (actual, changeanticipated, event contemplated or fact contemplated in any of Section 6(a)threatened, Section 6(b) financial or Section 6(cotherwise) which is of such a nature that there is or could be reasonable doubt as to whether written notice should need be given to under this Section 6.
(2) If during the Underwriters under any period of Section 6(a), Section 6(b) or Section 6(c) hereof and shall consult with distribution of the Underwriters with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material Offered Securities there shall be filed with any change in Canadian Securities Commission prior to Laws which, in the review and approval thereof by opinion of the Underwriters and their legal counsel, acting reasonably, requires the filing of any Supplementary Material, upon written notice from the Underwriters, the Corporation covenants and agrees with the Underwriters that it shall, to the satisfaction of the Underwriters, acting reasonably, promptly prepare and file such Supplementary Material with the appropriate Securities Commissions where such filing is required.
(3) During the period from the date of this Agreement to the completion of the distribution of the Offered Securities, the Corporation will notify the Underwriters promptly:
(a) when any supplement to the Offering Documents or any Supplementary Material shall have been filed;
(b) of any request by any Securities Commission to amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Offered Securities or the Over-Allotment Option for offering, sale, grant or issuance in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Offered Securities or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its commercially reasonable efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the distribution of the Offered Securities or the trading in the shares of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 2 contracts
Samples: Underwriting Agreement, Underwriting Agreement
Material Change. (a) During the period commencing on the date hereof and ending on the day the Underwriters notify the Company of the completion of the distribution of the Offered Units in accordance with Section 4(a) hereof, the The Company shall promptly inform the Underwriters Agent (and promptly confirm such notification in writing) during the period from the date of this Agreement until the first to occur of (i) the Qualification Date, and (ii) the day that is four (4) months and one (1) day after the Closing Date, of the full particulars of:
(i) any material change whether actual, anticipated, contemplated, threatened or proposed, proposed in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, assets, properties, condition (financial or otherwise) or results of operations or in the Offering;
(ii) any material fact which has arisen or has been discovered or any new material fact that would have been required to have been stated in the Offering Documents Prospectus, the Registration Statement or any Supplementary Materials had that fact arisen or been discovered on on, or prior to the date of any of the Offering Documents;Prospectus, the Registration Statement or any Supplementary Materials; or
(iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents Prospectus, the Registration Statement or any Supplementary Materials or the Disclosure Record or whether any event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents Prospectus, the Registration Statement or any Supplementary Materials or the Disclosure Record untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering DocumentsProspectus, the Registration Statement or any Supplementary Materials or the Disclosure Record, including as a result of any of the Offering Documents Prospectus, the Registration Statement or any Supplementary Materials or the Disclosure Record containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, or which could result in any of the Offering Documents Prospectus, the Registration Statement or any Supplementary Materials or the Disclosure Record not complying with the Applicable Securities Laws; or
(iv) any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, relating to the Company or any Subsidiary or the Offering.
(b) Subject to Section 6(d), ) the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters Agent any Supplementary Material which, in the opinion of the UnderwritersAgent, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters notify first to occur of (i) the Company of Qualification Date, and (ii) the completion of day that is four (4) months and one (1) day after the distribution of the Offered UnitsClosing Date, the Company will promptly inform the Underwriters Agent in writing of the full particulars of:
(i) any request of any Securities Commission or the SEC for any amendment to the Prospectus, the Registration Statement or any Offering Document Supplementary Material or for any additional information in respect of the Offering or the CompanyOffering;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE CSE, the SEC or any other competent authority, relating to the Preliminary ProspectusOffering, the Prospectus, the distribution of the Offered Units Registration Statement or the Companyany Supplementary Material;
(iii) any notice or other correspondence received by the Company from any Governmental Authority or any stock exchange and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue, sale and delivery of the Initial Special Warrants, the issue and sale grant of the Offered Purchaser’s Option, the issue, sale and delivery of the Additional Securities to be issued and sold by the Company upon exercise of the Purchaser’s Option, the issue and delivery of the Units upon the deemed exercise of the Initial Special Warrants and any Additional Special Warrants, the issue and delivery of the Unit Shares and Warrants comprising the Units, and the issue of the Warrant Shares upon exercise of the Warrants, or any other event or state of affairs that couldwould be reasonably expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or;
(iv) the issuance by any Securities Commission, the CSE CSE, the SEC or any other stock exchange or other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company Company; or
(including Offered Unitsv) any other circumstance, Shareschange, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon event or fact that would reasonably be expected to be material to the exercise Agent or the securityholders of the Compensation Options)Company.
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company shall in good faith discuss with the Underwriters Agent any circumstance, change, event or fact contemplated in any of Section Sections 6(a), Section 6(b) or Section 6(c) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters Agent under any of Section 6(a), Section 6(b) or Section 6(c) hereof and shall consult with the Underwriters Agent with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material shall be filed with any Securities Commission prior to the review and approval thereof by the Underwriters Agent and their its counsel, acting reasonably.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
Material Change. (a) During the period commencing on the date hereof and ending on the day the Underwriters notify the Company of the completion of the distribution of the Offered Units in accordance with Section 4(a) hereof, the The Company shall promptly inform the Underwriters Agent (and promptly confirm such notification in writing) during the period from the date of this Agreement until the Qualification Date of the full particulars of:
(i) any material change whether actual, anticipated, contemplated, threatened or proposed, proposed in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, assets, properties, condition (financial or otherwise) or results of operations or in the Offering;
(ii) any material fact which has arisen or has been discovered or any new material fact that would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on on, or prior to the date of any of the Offering Documents;; or
(iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents or the Disclosure Record or whether any event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents or the Disclosure Record untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering DocumentsDocuments or the Disclosure Record, including as a result of any of the Offering Documents or the Disclosure Record containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, or which could result in any of the Offering Documents or the Disclosure Record not complying with the Applicable Securities Laws; or
(iv) Laws of any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, relating to the Company or any Subsidiary or the OfferingQualifying Jurisdiction.
(b) Subject to Section 6(d), ) the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters Agent any Supplementary Material which, in the opinion of the UnderwritersAgent, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the Offered UnitsQualification Date, the Company will promptly inform the Underwriters Agent in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to the Preliminary Qualification Prospectus, the Final Qualification Prospectus or any Offering Document Supplementary Material or for any additional information in respect of the Offering or the CompanyOffering;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Offering, the Preliminary Qualification Prospectus, the Prospectus, the distribution of the Offered Units Final Qualification Prospectus or the Companyany Supplementary Material;
(iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units Special Warrants or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options)Company.
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company shall in good faith discuss with the Underwriters Agent any circumstance, change, event or fact contemplated in any of Section Sections 6(a), Section 6(b) or Section 6(c) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters Agent under any of Section 6(a), Section 6(b) or Section 6(c) hereof and shall consult with the Underwriters Agent with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material shall be filed with any Securities Commission prior to the review and approval thereof by the Underwriters Agent and their its counsel, acting reasonably.
Appears in 2 contracts
Samples: Agency Agreement (Algernon Pharmaceuticals Inc.), Agency Agreement
Material Change. (a) During The Seller, with respect to the Brookfield Matters, and the REIT, with respect to all other information contained in the Offering Documents (except for any information or statement relating solely to the Underwriters and furnished by them or any of them in writing expressly for inclusion in the Offering Documents), shall promptly inform the Underwriters in writing during the period commencing on the date hereof and ending on the day the Underwriters notify the Company of prior to the completion of the distribution of the Offered Purchased Units in accordance with Section 4(a) hereof, the Company shall promptly inform the Underwriters (and promptly confirm such notification in writing) of the full particulars of:
(i) any material change (whether actual, anticipated, contemplated, threatened proposed or proposed, prospective) in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets)business, affairs, operations, prospectsassets, liabilities (contingent or otherwise), capital, properties, condition capital or ownership of the REIT and its subsidiaries taken together as a whole (financial or otherwise) or results of operations or other than a change disclosed in the Offering;Supplemental Prospectus); or
(ii) any material fact which has arisen or has been discovered or any new material fact that would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on or prior to the date of any of the Offering Documents;
(iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents or whether any event or state of facts has occurred after the date hereofor been discovered, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein containing, an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, or which could would result in any of the Offering Documents not complying (to the extent that such compliance is required) with the Applicable laws, regulations or policies of the Securities Laws; or
(iv) Commission of any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, relating to the Company or any Subsidiary or the OfferingQualifying Jurisdiction.
(b) Subject to The REIT will comply with Section 6(d), 57 of the Company will prepare Securities Act (Ontario) and file promptly (and, in any event, within with the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under comparable provisions of the Applicable other Securities Laws, and the Company REIT will prepare and file promptly at the request of the Underwriters or the Seller any Supplementary Material which, in the opinion of the UnderwritersUnderwriters or the Seller, acting reasonably, may be necessary or advisablenecessary, and will otherwise comply with all legal requirements necessary, necessary to continue to qualify the Offered Purchased Units for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the Offered Units, the Company will promptly inform the Underwriters in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in respect of the Offering or the Company;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, the distribution of the Offered Units or the Company;
(iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options).
(d) In addition to the provisions of Sections Subsections 6(a), 6(b) and 6(c6(b) hereof, the Company Seller (to the extent it has knowledge) and the REIT shall in good faith discuss with the Underwriters any circumstance, change, event or fact contemplated in any of Section Subsections 6(a), Section ) and 6(b) or Section 6(c) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters under any of Section Subsection 6(a), Section 6(b) or Section 6(c) hereof and shall consult with the Underwriters with respect to the form and content of any Supplementary Material amendment proposed to be filed by the CompanyREIT, it being understood and agreed that no such Supplementary Material amendment shall be filed with any Securities Commission prior to the review and approval thereof by the Underwriters and their counsel, acting reasonably.
Appears in 1 contract
Samples: Underwriting Agreement (Brookfield Office Properties Canada)
Material Change. (a) During the period commencing on the date hereof and ending on the day the Underwriters notify Underwriter notifies the Company of the completion of the distribution of the Offered Units Shares in accordance with Section 4(a) hereof, the Company shall promptly inform the Underwriters Underwriter (and promptly confirm such notification in writing) of the full particulars of:
(i) any material change whether actual, anticipated, contemplated, threatened or proposed, proposed in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, assets, properties, condition (financial or otherwise) or results of operations or in the Offering;
(ii) any material fact which has arisen or has been discovered or any new material fact that would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on or prior to the date of any of the Offering Documents;; or
(iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents or whether any event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, or which could result in any of the Offering Documents not complying with the Applicable Securities Laws; or
(iv) any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, relating to the Company or any Subsidiary or the Offering.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters Underwriter any Supplementary Material which, in the opinion of the UnderwritersUnderwriter, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units Shares for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters notify Underwriter notifies the Company of the completion of the distribution of the Offered UnitsShares, the Company will promptly inform the Underwriters Underwriter in writing of the full particulars of:
(i) any request of any Securities Commission or the SEC for any amendment to any Offering Document or for any additional information in respect of the Offering or the Company;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE SEC, the TSX, the NASDAQ or any other competent authority, relating to the Preliminary Prospectus, the ProspectusOffering Documents, the distribution of the Offered Units Shares or the Company;
(iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies any Governmental Authority for information, a meeting or a hearing relating to the Company, any Material Subsidiary, the Offering, the issue and sale of the Offered Units Shares or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE SEC, the TSX, the NASDAQ or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options)Company.
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company shall in good faith discuss with the Underwriters Underwriter any circumstance, change, event or fact contemplated in any of Section Sections 6(a), Section 6(b) or Section 6(c) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters Underwriter under any of Section Sections 6(a), Section 6(b) or Section 6(c) hereof and shall consult with the Underwriters Underwriter with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material shall be filed with any Securities Commission or the SEC prior to the review and approval thereof by the Underwriters Underwriter and their its counsel, acting reasonably.
Appears in 1 contract
Samples: Underwriting Agreement (Village Farms International, Inc.)
Material Change. (a) During the period commencing on the date hereof and ending on the day the Underwriters notify the Company of the completion of the distribution of the Offered Units in accordance with Section 4(a) hereof, the The Company shall promptly inform the Underwriters Agents (and promptly confirm such notification in writing) during the period from the date of this Agreement until the Qualification Date of the full particulars of:
(i) any material change whether actual, anticipated, contemplated, threatened or proposed, proposed in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, assets, properties, condition (financial or otherwise) or results of operations or in the Offering;
(ii) any material fact which has arisen or has been discovered or any new material fact that would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on on, or prior to the date of any of the Offering Documents;; or
(iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents or the Disclosure Record or whether any event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents or the Disclosure Record untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering DocumentsDocuments or the Disclosure Record, including as a result of any of the Offering Documents or the Disclosure Record containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, or which could result in any of the Offering Documents or the Disclosure Record not complying with the Applicable Securities Laws; or
(iv) Laws of any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, relating to the Company or any Subsidiary or the OfferingQualifying Jurisdiction.
(b) Subject to Section 6(d), ) the Company will will, with the Agents’ participation, prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters Agents any Supplementary Material which, in the opinion of the UnderwritersAgents, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the Offered UnitsQualification Date, the Company will promptly inform the Underwriters Agents in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to the Preliminary Qualification Prospectus, the Final Qualification Prospectus or any Offering Document Supplementary Material or for any additional information in respect of the Offering or the CompanyOffering;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Offering, the Preliminary Qualification Prospectus, the Prospectus, the distribution of the Offered Units Final Qualification Prospectus or the Companyany Supplementary Material;
(iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units Special Warrants or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options)Company.
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company shall in good faith discuss with the Underwriters Agents any circumstance, change, event or fact contemplated in any of Section Sections 6(a), Section 6(b) or Section 6(c) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters Agents under any of Section 6(a), Section 6(b) or Section 6(c) hereof and shall consult with the Underwriters Agents with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material shall be filed with any Securities Commission prior to the review and approval thereof by the Underwriters Agents and their counsel, acting reasonably.
Appears in 1 contract
Samples: Agency Agreement
Material Change.
(a1) During the period commencing on from the date hereof and ending on the day the Underwriters notify the Company of this Agreement to the completion of the distribution of the Offered Units in accordance with Section 4(a) hereofShares, the Company Corporation covenants and agrees with the Underwriters that it shall promptly inform notify the Underwriters (and promptly confirm such notification in writing) of the writing with full particulars of:
(ia) any material change whether (actual, anticipated, contemplated, threatened contemplated or proposed, threatened) in respect of the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations or in the OfferingCorporation and its Material Subsidiaries considered on a consolidated basis;
(iib) any material fact in respect of the Corporation which has arisen or has been discovered or any new material fact that and would have been required to have been stated in any of the Offering Documents had that the fact arisen or been discovered on on, or prior to to, the date of any of the Offering Documents;such document; and
(iiic) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents which fact or whether any event or state of facts has occurred after the date hereof, which, in any case, change is, or may be, of such a nature as to render any of the statement in such Offering Documents Document misleading or untrue or misleading in any material respect or to which would result in any a misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, Document or which could would result in any of the Offering Documents not complying (to the extent that such compliance is required) with the Applicable Securities Laws; or
(iv) any notice by any governmental. The Corporation shall promptly, judicial or regulatory authority requesting any material information, or meeting or hearing, relating to the Company or any Subsidiary or the Offering.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any eventevent within any applicable time limitation, within comply with all applicable filings and other requirements under Canadian Securities Laws as a result of such fact or change; provided that the time prescribed by Applicable Securities Laws) Corporation shall not file any Supplementary Material which may be necessary under or other document without first providing the Applicable Securities LawsUnderwriters with a copy of such Supplementary Material or other document and consulting with the Underwriters with respect to the form and content thereof, and the Company will prepare and file promptly at the request of the Underwriters any Supplementary Material which, shall provide their input on same in the opinion of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the Offered Units, the Company will promptly inform the Underwriters in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in respect of the Offering or the Company;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, the distribution of the Offered Units or the Company;
(iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options).
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company timely manner. The Corporation shall in good faith discuss with the Underwriters any circumstancefact or change in circumstances (actual, changeanticipated, event contemplated or fact contemplated in any of Section 6(a)threatened, Section 6(b) financial or Section 6(cotherwise) which is of such a nature that there is or could be reasonable doubt as to whether written notice should need be given to under this Section 5.
(2) If, during the period of distribution of the Offered Shares, there is any change in Canadian Securities Laws or other laws which, in the opinion of the Underwriters under and their legal counsel, acting reasonably, requires the filing of any Supplementary Material, upon written notice from the Underwriters, the Corporation covenants and agrees with the Underwriters that it shall promptly prepare and file such Supplementary Material with the appropriate Securities Commissions where such filing is required; provided that the Corporation shall not file any Supplementary Material without first providing the Underwriters with a copy of Section 6(a), Section 6(b) or Section 6(c) hereof such Supplementary Material and shall consult consulting with the Underwriters with respect to the form and content thereof, and the Underwriters shall provide their input on same in a timely manner.
(3) During the period from the date of this Agreement to the completion of the distribution of the Offered Shares, the Corporation will notify the Underwriters promptly:
(a) when any supplement to any of the Offering Documents or any Supplementary Material proposed to be filed shall have been filed;
(b) of any request by the Company, it being understood and agreed that no such Supplementary Material shall be filed with any Securities Commission prior to amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Offered Shares or the Over-Allotment Option for offering, sale or grant in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the review and approval knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Offered Shares or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the distribution of the Offered Shares or the trading in the shares of the Corporation and, if any such order is issued, to obtain the lifting thereof by at the Underwriters and their counsel, acting reasonablyearliest possible time.
Appears in 1 contract
Samples: Underwriting Agreement
Material Change. (a) During The Company shall promptly inform the Agent (and promptly confirm such notification in writing) during the period commencing on prior to the date hereof and ending on the day the Underwriters notify Agent notifying the Company of the completion of the distribution of the Offered Units in accordance with Section 4(a) hereof, the Company shall promptly inform the Underwriters (and promptly confirm such notification in writing) hereof of the full particulars of:
(i) any material change whether actual, anticipated, contemplated, or to the knowledge of the Company, threatened or proposed, proposed in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations or in the Offering;
(ii) any material fact which has arisen or has been discovered or any new material fact that would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on or prior to the date of any of the Offering Documents;
(iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents or whether any event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, or which could result in any of the Offering Documents not complying with the Applicable Securities Laws; orLaws of any Qualifying Jurisdiction;
(iv) any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, hearing relating to the Company or Company, any Subsidiary or the Offering; or
(v) any other event or state of affairs that would reasonably be expected to be relevant to the Agent’s due diligence investigations in respect of the Offering.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters Agent any Supplementary Material which, in the opinion of the UnderwritersAgent, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters notify Agent notifies the Company of the completion of the distribution of the Offered Units, the Company will promptly inform the Underwriters Agent in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in respect of the Offering or the Company;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE CSE, or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, the Prospectus Supplement, any Supplementary Material, the distribution of the Offered Units Units, Compensation Warrants, Common Shares, Warrants, Warrant Shares, Additional Securities, or the CompanyCompany or any Subsidiary;
(iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units Units, Compensation Warrants, Common Shares, Warrants, Warrant Shares, Additional Securities, or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE CSE, or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Common Shares, Warrants, Warrant Shares, Compensation Options Additional Securities or Compensation Shares issuable upon the exercise of the Compensation OptionsWarrants) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Common Shares, Warrants, Warrant Shares, Additional Securities or Compensation Options and Compensation Shares issuable upon the exercise of the Compensation OptionsWarrants).
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company shall in good faith discuss with the Underwriters Agent any circumstance, change, event or fact contemplated in any of Section Sections 6(a), Section 6(b) or Section 6(c) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters Agent under any of Section Sections 6(a), Section 6(b) or Section 6(c) hereof and shall consult with the Underwriters Agent with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no any such Supplementary Material shall not be filed with any Securities Commission prior to the review and approval thereof by the Underwriters Agent and their counsel, acting reasonably.
Appears in 1 contract
Samples: Agency Agreement
Material Change. (a) During The Company shall promptly inform the Agent (and promptly confirm such notification in writing) during the period commencing on prior to the date hereof and ending on the day the Underwriters notify Agent notifying the Company of the completion of the distribution of the Offered Units in accordance with Section 4(a) hereof, the Company shall promptly inform the Underwriters (and promptly confirm such notification in writing) hereof of the full particulars of:
(i) any material change whether actual, anticipated, contemplated, or to the knowledge of the Company, threatened or proposed, proposed in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations or in the Offering;
(ii) any material fact which has arisen or has been discovered or any new material fact that would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on or prior to the date of any of the Offering Documents;
(iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents or whether any event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, or which could result in any of the Offering Documents not complying with the Applicable Securities Laws; orLaws of any Qualifying Jurisdiction;
(iv) any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, hearing relating to the Company or Company, any Subsidiary or the Offering, except for those received in the ordinary course of business; or
(v) any other event or state of affairs that would reasonably be expected to be relevant to the Agent’s due diligence investigations in respect of the Offering.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters Agent any Supplementary Material which, in the opinion of the UnderwritersAgent, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements under Applicable Securities Laws necessary, to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters notify Agent notifies the Company of the completion of the distribution of the Offered Units, the Company will promptly inform the Underwriters Agent in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in respect of the Offering or the CompanyOffering;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, any Offering Document or the distribution of the Offered Units or the CompanyUnits;
(iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units Units, the Shares, the Warrants, or any other event or state of affairs that couldwould, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the SEC, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including the Offered Units, Shares, the Shares or the Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including the Offered Units, Shares, the Shares or the Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options).
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company shall in good faith discuss with the Underwriters Agent any circumstance, change, event or fact contemplated in any of Section Sections 6(a), Section 6(b) or Section 6(c) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters Agent under any of Section Sections 6(a), Section 6(b) or Section 6(c) hereof and shall consult with the Underwriters Agent with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material shall be filed with any Securities Commission prior to the review and approval thereof by the Underwriters Agent and their its counsel, acting reasonably.
Appears in 1 contract
Samples: Agency Agreement
Material Change. (a) During the period commencing on the date hereof and ending on the day the Underwriters notify the Company of the completion of the distribution of the Offered Units in accordance with Section 4(a) hereof, the The Company shall promptly inform the Underwriters Agent (and promptly confirm such notification in writing) during the period from the date of this Agreement until the first to occur of (i) the Qualification Date, and (ii) the day that is four (4) months and one (1) day after the Closing Date, of the full particulars of:
(i) any material change whether actual, anticipated, contemplated, threatened or proposed, proposed in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, assets, properties, condition (financial or otherwise) or results of operations or in the Offering;
(ii) any material fact which has arisen or has been discovered or any new material fact that would have been required to have been stated in the Offering Documents Prospectus, the Registration Statement or any Supplementary Materials had that fact arisen or been discovered on on, or prior to the date of any of the Offering Documents;Prospectus, the Registration Statement or any Supplementary Materials; or
(iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents Prospectus, the Registration Statement or any Supplementary Materials or the Disclosure Record or whether any event or state of facts has occurred after the date hereof, which, in any case, ,is, or may be, of such a nature as to render any of the Offering Documents Prospectus, the Registration Statement or any Supplementary Materials or the Disclosure Record untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering DocumentsProspectus, the Registration Statement or any Supplementary Materials or the Disclosure Record, including as a result of any of the Offering Documents Prospectus, the Registration Statement or any Supplementary Materials or the Disclosure Record containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, or which could result in any of the Offering Documents Prospectus, the Registration Statement or any Supplementary Materials or the Disclosure Record not complying with the Applicable Securities Laws; or
(iv) any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, relating to the Company or any Subsidiary or the Offering.
(b) Subject to Section 6(d), ) the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters Agent any Supplementary Material which, in the opinion of the UnderwritersAgent, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters notify first to occur of (i) the Company of Qualification Date, and (ii) the completion of day that is four (4) months and one (1) day after the distribution of the Offered UnitsClosing Date, the Company will promptly inform the Underwriters Agent in writing of the full particulars of:
(i) any request of any Securities Commission or the SEC for any amendment to the Prospectus, the Registration Statement or any Offering Document Supplementary Material or for any additional information in respect of the Offering or the CompanyOffering;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE CSE, the SEC or any other competent authority, relating to the Preliminary ProspectusOffering, the Prospectus, the distribution of the Offered Units Registration Statement or the Companyany Supplementary Material;
(iii) any notice or other correspondence received by the Company from any Governmental Authority or any stock exchange and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue, sale and delivery of the Initial Special Warrants, the issue and sale grant of the Offered Purchaser’s Option, the issue, sale and delivery of the Additional Securities to be issued and sold by the Company upon exercise of the Purchaser’s Option, the issue and delivery of the Units upon the deemed exercise of the Initial Special Warrants and any Additional Special Warrants, the issue and delivery of the Unit Shares and Warrants comprising the Units, and the issue of the Warrant Shares upon exercise of the Warrants, or any other event or state of affairs that couldwould be reasonably expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or;
(iv) the issuance by any Securities Commission, the CSE CSE, the SEC or any other stock exchange or other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company Company; or
(including Offered Unitsv) any other circumstance, Shareschange, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon event or fact that would reasonably be expected to be material to the exercise Agent or the securityholders of the Compensation Options)Company.
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company shall in good faith discuss with the Underwriters Agent any circumstance, change, event or fact contemplated in any of Section Sections 6(a), Section 6(b) or Section 6(c) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters Agent under any of Section 6(a), Section 6(b) or Section 6(c) hereof and shall consult with the Underwriters Agent with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material shall be filed with any Securities Commission prior to the review and approval thereof by the Underwriters Agent and their its counsel, acting reasonably.
Appears in 1 contract
Material Change.
(a1) During the period commencing on from the date hereof and ending on the day the Underwriters notify the Company of this Agreement to the completion of the distribution of the Offered Units in accordance with Section 4(a) hereofUnits, the Company shall promptly inform covenants and agrees with the Underwriters (and that it will promptly confirm such notification notify the Underwriters in writing) of the writing with full particulars of:
(ia) any material change whether (actual, anticipated, contemplated, threatened contemplated or proposed, threatened) in respect of the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations or in and the OfferingSubsidiaries considered on a consolidated basis;
(iib) any material fact in respect of the Company which has arisen or has been discovered or any new material fact that and would have been required to have been stated in any of the Offering Documents had that the fact arisen or been discovered on on, or prior to to, the date of any of the Offering Documents;such document; and
(iiic) any change in any material fact (which for the purposes of this Agreement shall will be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents which fact or whether any event or state of facts has occurred after the date hereof, which, in any case, change is, or may be, of such a nature as to render any of the statement in such Offering Documents Document misleading or untrue or misleading in any material respect or to which would result in any a misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, Document or which could would result in any of the Offering Documents not complying (to the extent that such compliance is required) with the Applicable Securities Laws; or
(iv) . The Company will promptly, and in any notice by event within any governmentalapplicable time limitation, judicial or regulatory authority requesting any material informationcomply, or meeting or hearing, relating to the Company or any Subsidiary or the Offering.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters any Supplementary Material which, in the opinion satisfaction of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal applicable filings and other requirements necessaryunder Canadian Securities Laws as a result of such fact or change; provided, to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the Offered Unitshowever, that the Company will promptly inform not file any Supplementary Material or other document without first providing the Underwriters in writing with a copy of such Supplementary Material or other document and consulting with the full particulars of:
(i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in Underwriters with respect of the Offering or the Company;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, the distribution of the Offered Units or the Company;
(iii) any notice or other correspondence received by the form and content thereof. The Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options).
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company shall will in good faith discuss with the Underwriters any circumstancefact or change in circumstances (actual, changeanticipated, event contemplated or fact contemplated in any of Section 6(a)threatened, Section 6(b) financial or Section 6(cotherwise) which is of such a nature that there is or could be reasonable doubt as to whether written notice should need be given under this Section 5.
(2) If during the period of distribution of the Offered Units there will be any change in Canadian Securities Laws or other laws which results in any requirement to file Supplementary Material, the Company will promptly prepare and file such Supplementary Material with the appropriate Securities Commissions where such filing is required, provided that the Company will have allowed the Underwriters under any of Section 6(a), Section 6(b) or Section 6(c) hereof and shall consult with its counsel to participate in the Underwriters with respect to the form preparation and content review of any Supplementary Material.
(3) During the period from the date of this Agreement to the completion of the distribution of the Offered Units, the Company will notify the Underwriters promptly:
(a) when any supplement to any of the Offering Documents or any Supplementary Material proposed will have been filed;
(b) of any request by any Securities Commission to be filed by amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Offered Units or the Over-Allotment Option for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge of the Company, it being understood and agreed that no threatening of any proceedings for any such Supplementary Material shall be filed with purpose; and
(d) of the issuance by any Securities Commission prior or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Offered Units or the trading in any securities of the Company, or of the institution or, to the review and approval knowledge of the Company, threatening of any proceeding for any such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the distribution of the Offered Units or the trading in the shares of the Company and, if any such order is issued, to obtain the lifting thereof by at the Underwriters and their counsel, acting reasonablyearliest possible time.
Appears in 1 contract
Samples: Underwriting Agreement
Material Change. (a) During the period commencing on the date hereof and ending on the day the Underwriters notify the Company of the completion of the distribution of the Offered Units in accordance with Section 4(a) hereofSecurities, the Company shall Trust and the Administrator will promptly inform the Underwriters (and promptly confirm such notification in writing) of the full particulars of:
(i) any material change whether (actual, anticipated, contemplated, threatened anticipated or proposed, threatened) in or affecting the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairsbusiness, operations, prospectscapital, properties, assets, liabilities (absolute, accrued, contingent or otherwise), capital, properties, condition (financial or otherwise) or consolidated results of operations or in of the OfferingTrust;
(ii) any material fact which has arisen or has been discovered or any new material fact that would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on or prior to the date of any of the Offering Documents;
(iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference referred to in the Offering Documents Prospectuses or whether any event Supplementary Material; and
(iii) the occurrence of a material fact or state of facts has occurred after the date hereofevent, which, in any case, such case is, or may be, of such a nature as to to:
(A) render the Preliminary Prospectus, the Prospectus or any of the Offering Documents untrue Supplementary Material untrue, false or misleading in any material respect or to respect;
(B) result in any a misrepresentation in the Preliminary Prospectus, the Prospectus or any of the Offering Documents, including as a Supplementary Material; or
(C) result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of Preliminary Prospectus, the circumstances in which it was made, Prospectus or which could result any Supplementary Material not complying in any of the Offering Documents not complying material respect with the Applicable Securities Laws; or
(iv) any notice by any governmental, judicial provided that if the Trust or regulatory authority requesting any the Administrator are uncertain as to whether a material informationchange, change, occurrence or meeting or hearingevent of the nature referred to in this paragraph has occurred, relating the Trust and the Administrator shall promptly inform the Underwriters of the full particulars of the occurrence giving rise to the Company or any Subsidiary or uncertainty and shall consult with the OfferingUnderwriters as to whether the occurrence is of such nature.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters any Supplementary Material which, in the opinion of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the Offered UnitsSecurities, the Company Trust and the Administrator will promptly inform the Underwriters in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to the Preliminary Prospectus, the Prospectus or any Offering Document other part of the Public Record or for any additional information in respect of the Offering or the Companyinformation;
(ii) the receipt issuance by the Company of any material communication, whether written or oral, from any Securities CommissionCommission or similar regulatory authority, the CSE TSX or any other competent authority of any order to cease or suspend trading of any securities of the Trust or of the institution or threat of institution of any proceedings for that purpose;
(iii) the receipt by the Trust or the Administrator of any communication from any Securities Commission or similar regulatory authority, the TSX or any other competent authority relating to the Preliminary Prospectus, the Prospectus, any other part of the Public Record or the distribution of the Offered Units Securities; and
(iv) any proposed material amendment to the Share Purchase Agreement or the CompanyTeaming Agreement.
(c) The Trust and the Administrator will promptly comply to the reasonable satisfaction of the Underwriters and the Underwriters' counsel with Applicable Securities Laws with respect to any material change, change, occurrence or event of the nature referred to in Subsections 7(a) or (b) above and the Trust and the Administrator will prepare and file promptly at the Underwriters' reasonable request any amendment to the Prospectuses or Supplementary Material as may be required under Applicable Securities Laws; provided that the Trust and the Administrator shall have allowed the Underwriters and the Underwriters' counsel to participate fully in the preparation of any Supplementary Material, to have reviewed any other documents incorporated by reference therein and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters responsibly to execute the certificate required to be executed by them in, or in connection with, any Supplementary Material, such approval not to be unreasonably withheld and to be provided in a timely manner. The Trust shall further promptly deliver to each of the Underwriters and the Underwriters' counsel a copy of each Supplementary Material in the English and French languages as filed with the Securities Commissions, and of opinions and letters with respect to each such Supplementary Material substantially similar to those referred to in Section 5 above.
(d) During the period of distribution of the Offered Securities, the Trust and the Administrator will promptly provide to the Underwriters, for review on a confidential basis (provided the Underwriters are able to fulfill their legal obligations) by the Underwriters and the Underwriters' counsel, prior to filing or issuance:
(i) any financial statement of the Trust and management’s discussion and analysis relating thereto;
(ii) any annual information form, material change report, interim report, or information circular, or any amendment of any of the foregoing; and
(iii) any notice or other correspondence received press release of the Trust, and provide to the Underwriters, for review by the Company from Underwriters and the Underwriters' counsel any Governmental Authority and any requests from such bodies for information, a meeting draft or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options).
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company shall in good faith discuss with the Underwriters any circumstance, change, event or fact contemplated in any of Section 6(a), Section 6(b) or Section 6(c) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters under any of Section 6(a), Section 6(b) or Section 6(c) hereof and shall consult with the Underwriters final report with respect to the form crude oil, natural gas liquids and content of any Supplementary Material proposed to be filed by the Companynatural gas reserves, it being understood and agreed that no such Supplementary Material shall be filed with any Securities Commission prior or value, attributable to the review and approval assets in which POT has a direct or indirect interest or the Acquired Assets prepared by XxXxxxxx, Xxxxx Xxxxx or any other independent engineer as soon as practicable following receipt thereof by the Underwriters and their counselTrust, acting reasonablyPOT or the Administrator.
Appears in 1 contract
Material Change. (a) During the period commencing on the date hereof and ending on the day the Underwriters notify the Company of the completion of the distribution of the Offered Units in accordance with Section 4(a) hereofSecurities, the Company shall Trust and the Administrator will promptly inform the Underwriters (and promptly confirm such notification in writing) of the full particulars of:
(i) any material change whether (actual, anticipated, contemplated, threatened anticipated or proposed, threatened) in or affecting the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairsbusiness, operations, prospectscapital, properties, assets, liabilities (absolute, accrued, contingent or otherwise), capital, properties, condition (financial or otherwise) or consolidated results of operations or in of the OfferingTrust;
(ii) any material fact which has arisen or has been discovered or any new material fact that would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on or prior to the date of any of the Offering Documents;
(iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference referred to in the Offering Documents Prospectuses or whether any event Supplementary Material; and
(iii) the occurrence of a material fact or state of facts has occurred after the date hereofevent, which, in any case, such case is, or may be, of such a nature as to to:
(A) render the Preliminary Prospectus, the Prospectus or any of the Offering Documents untrue Supplementary Material untrue, false or misleading in any material respect or to respect;
(B) result in any a misrepresentation in the Preliminary Prospectus, the Prospectus or any of the Offering Documents, including as a Supplementary Material; or
(C) result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of Preliminary Prospectus, the circumstances in which it was made, Prospectus or which could result any Supplementary Material not complying in any of the Offering Documents not complying material respect with the Applicable Securities Laws; or
(iv) any notice by any governmental, judicial provided that if the Trust or regulatory authority requesting any the Administrator are uncertain as to whether a material informationchange, change, occurrence or meeting or hearingevent of the nature referred to in this paragraph has occurred, relating the Trust and the Administrator shall promptly inform the Underwriters of the full particulars of the occurrence giving rise to the Company or any Subsidiary or uncertainty and shall consult with the OfferingUnderwriters as to whether the occurrence is of such nature.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters any Supplementary Material which, in the opinion of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the Offered UnitsSecurities, the Company Trust and the Administrator will promptly inform the Underwriters in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to the Preliminary Prospectus, the Prospectus or any Offering Document other part of the Public Record or for any additional information in respect of the Offering or the Companyinformation;
(ii) the receipt issuance by the Company of any material communication, whether written or oral, from any Securities CommissionCommission or similar regulatory authority, the CSE TSX or any other competent authority of any order to cease or suspend trading of any securities of the Trust or of the institution or threat of institution of any proceedings for that purpose; and
(iii) the receipt by the Trust or the Administrator of any communication from any Securities Commission or similar regulatory authority, the TSX or any other competent authority relating to the Preliminary Prospectus, the Prospectus, any other part of the Public Record or the distribution of the Offered Units Securities.
(c) The Trust and the Administrator will promptly comply to the reasonable satisfaction of the Underwriters and the Underwriters' counsel with Applicable Securities Laws with respect to any material change, change, occurrence or event of the Companynature referred to in Subsections 7(a) or (b) above and the Trust and the Administrator will prepare and file promptly at the Underwriters' reasonable request any amendment to the Prospectuses or Supplementary Material as may be required under Applicable Securities Laws; provided that the Trust and the Administrator shall have allowed the Underwriters and the Underwriters' counsel to participate fully in the preparation of any Supplementary Material, to have reviewed any other documents incorporated by reference therein and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters responsibly to execute the certificate required to be executed by them in, or in connection with, any Supplementary Material, such approval not to be unreasonably withheld and to be provided in a timely manner. The Trust shall further promptly deliver to each of the Underwriters and the Underwriters' counsel a copy of each Supplementary Material in the English and French languages as filed with the Securities Commissions, and of opinions and letters with respect to each such Supplementary Material substantially similar to those referred to in Section 5 above.
(d) During the period of distribution of the Offered Securities, the Trust and the Administrator will promptly provide to the Underwriters, for review on a confidential basis (provided the Underwriters are able to fulfill their legal obligations) by the Underwriters and the Underwriters' counsel, prior to filing or issuance:
(i) any financial statement of the Trust;
(ii) any annual information form, material change report, interim report, or information circular, or any amendment of any of the foregoing; and
(iii) any notice or other correspondence received press release of the Trust, and provide to the Underwriters, for review by the Company from Underwriters and the Underwriters' counsel any Governmental Authority and any requests from such bodies for information, a meeting draft or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options).
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company shall in good faith discuss with the Underwriters any circumstance, change, event or fact contemplated in any of Section 6(a), Section 6(b) or Section 6(c) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters under any of Section 6(a), Section 6(b) or Section 6(c) hereof and shall consult with the Underwriters final report with respect to the form crude oil, natural gas liquids and content of any Supplementary Material proposed to be filed by the Companynatural gas reserves, it being understood and agreed that no such Supplementary Material shall be filed with any Securities Commission prior or value, attributable to the review and approval assets in which POT has a direct or indirect interest or the Northeast Alberta Assets prepared by XxXxxxxx, AJM or any other independent engineer as soon as practicable following receipt thereof by the Underwriters and their counselTrust, acting reasonablyPOT or the Administrator.
Appears in 1 contract
Material Change. (a) During The Company shall promptly inform the Underwriter (and promptly confirm such notification in writing) during the period commencing on prior to the date hereof and ending on the day the Underwriters notify Underwriter notifying the Company of the completion of the distribution of the Offered Units Shares in accordance with Section 4(a) hereof, the Company shall promptly inform the Underwriters (and promptly confirm such notification in writing) hereof of the full particulars of:
(i) any material change whether actual, anticipated, contemplated, threatened or proposed, proposed in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations or in the Offering;
(ii) any material fact which has arisen or has been discovered or any new material fact that would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on or prior to the date of any of the Offering Documents;
(iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents or whether any event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, or which could result in any of the Offering Documents not complying with the Applicable Securities Laws; orLaws of any Qualifying Jurisdiction;
(iv) any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, hearing relating to the Company or Company, any Subsidiary or the Offering; or
(v) any other event or state of affairs that may be relevant to the Underwriter’s due diligence investigations.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters Underwriter any Supplementary Material which, in the opinion of the UnderwritersUnderwriter, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units Shares and Broker Warrants for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters notify Underwriter notifies the Company of the completion of the distribution of the Offered UnitsShares, the Company will promptly inform the Underwriters Underwriter in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in respect of the Offering or the Company;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, the Supplementary Material, the distribution of the Offered Units Shares, Broker Warrants, Broker Shares or the Company;
(iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units Shares, Broker Warrants, Broker Shares or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options)Company.
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company shall in good faith discuss with the Underwriters Underwriter any circumstance, change, event or fact contemplated in any of Section Sections 6(a), Section 6(b) or Section 6(c) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters Underwriter under any of Section Sections 6(a), Section 6(b) or Section 6(c) hereof and shall consult with the Underwriters Underwriter with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no any such Supplementary Material shall not be filed with any Securities Commission prior to the review and approval thereof by the Underwriters Underwriter and their its counsel, acting reasonably.
Appears in 1 contract
Samples: Underwriting Agreement
Material Change. (a) During the period commencing on from the date hereof and ending on of this Agreement until the day the Underwriters notify the Company last Closing of the completion of the distribution of the Offered Units in accordance with Section 4(a) hereof, Offering the Company shall promptly inform comply with all applicable filing and other requirements under Securities Laws in connection with the Underwriters (Offering and promptly confirm such notification shall prepare any document or material as may be required under Securities Laws in writing) respect of the full particulars offollowing:
(i) any material change whether actualin or affecting the business, anticipatedoperations, contemplatedcapital, threatened or proposed, in the Company or any Subsidiary or in any of their respective businessesproperties, assets (including intangible assets), affairs, operations, prospects, liabilities (absolute, accrued, contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations or in of the OfferingCompany and its Subsidiaries (taken as a whole);
(ii) any material fact which has arisen or has been discovered or any new material fact that would have been required contained or referred to have been stated in this Agreement, the Offering Documents had that fact arisen Subscription Agreements or been discovered on or prior to the date of any of the Offering DocumentsDisclosure Document;
(iiib) any change in any material fact (which for During the purposes term of this Agreement the Company shall be deemed to include promptly notify the disclosure Investor of any previously undisclosed material factthe following:
(i) contained or incorporated by reference in the Offering Documents or whether any event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to to:
(1) render any of representation or warranty contained in this Agreement or the Offering Documents Subscription Agreements untrue or misleading in any material respect or respect, or
(2) to result in any misrepresentation in any of this Agreement or the Offering DocumentsSubscription Agreements containing a misrepresentation, including as a result of any of this Agreement or the Offering Documents Subscription Agreements containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, or or
(3) which could would reasonably be expected to result in any of this Agreement or the Offering Documents Subscription Agreements not complying with the Applicable applicable Securities Laws; or;
(iv) any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, relating to the Company or any Subsidiary or the Offering.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters any Supplementary Material which, in the opinion of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the Offered Units, the Company will promptly inform the Underwriters in writing of the full particulars of:
(iii) any request of any Securities Commission or the Exchange for any amendment to any Offering Document or for any additional information in respect of the Offering or the CompanyOffering;
(iiiii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE Exchange or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, the distribution of the Offered Units or the CompanyOffering;
(iiiiv) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units Securities or any other event or state of affairs that couldwould reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(ivv) the issuance by any Securities Commission, the CSE Exchange or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options)Company.
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company shall in good faith discuss with the Underwriters any circumstance, change, event or fact contemplated in any of Section 6(a), Section 6(b) or Section 6(c) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters under any of Section 6(a), Section 6(b) or Section 6(c) hereof and shall consult with the Underwriters with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material shall be filed with any Securities Commission prior to the review and approval thereof by the Underwriters and their counsel, acting reasonably.
Appears in 1 contract
Samples: Investment Agreement (Harvest Health & Recreation Inc.)
Material Change. (a) During the period commencing on from the date hereof and ending on the day until the Underwriters notify the Company Corporation and the Selling Shareholders of the completion of the distribution of the Offered Units in accordance with Section 4(a) hereofShares, the Company shall promptly inform the Underwriters (and promptly confirm such notification in writing) of the full particulars of:
(i) any material change whether actualCorporation and, anticipated, contemplated, threatened or proposed, in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations or in the Offering;
(ii) any material fact which has arisen or has been discovered or any new material fact that would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on or prior to the date of any of the Offering Documents;
(iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents or whether any event or state of facts extent it has occurred after the date hereofknowledge thereof, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, or which could result in any of the Offering Documents not complying with the Applicable Securities Laws; or
(iv) any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, relating to the Company or any Subsidiary or the Offering.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters any Supplementary Material which, in the opinion of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the Offered UnitsSelling Shareholders, the Company will promptly inform the Underwriters in writing of the full particulars of:
(i) any material change (actual, anticipated, contemplated or threatened) in or affecting the business, operations, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or results of operations of the Corporation and its Subsidiaries on a consolidated basis or, to the extent the Corporation has knowledge thereof, the Family Channel;
(ii) any change in any material fact contained or referred to in the Preliminary Prospectus, the Prospectus or any Supplementary Material; and
(iii) the occurrence or discovery of a material fact or event, which, in any such case, is, or may be, of such a nature as to:
(A) render the Preliminary Prospectus, the Prospectus or any Supplementary Material untrue, false or misleading in any material respect;
(B) result in a misrepresentation in the Preliminary Prospectus, the Prospectus or any Supplementary Materials; or
(C) result in the Preliminary Prospectus, the Prospectus or any Supplementary Material not complying in any material respect with the Applicable Securities Laws of the Qualifying Jurisdictions, provided that if the Corporation or the Selling Shareholders are uncertain as to whether a material change, change, occurrence or event of the nature referred to in this subsection has occurred, the Corporation or the Selling Shareholders, as applicable, shall promptly inform the Underwriters of the full particulars of the occurrence giving rise to the uncertainty and shall consult with the Underwriters as to whether the occurrence is of such nature prior to making any filing referred to in subsection 8(c).
(b) During the period from the date hereof until the Underwriters notify the Corporation and the Selling Shareholders of the completion of the distribution of the Offered Shares, the Corporation will promptly inform the Underwriters and the Selling Shareholders of the full particulars of:
(i) any request of any Securities Commission Commission, other securities commission or similar regulatory authority for any amendment to the Preliminary Prospectus, the Prospectus or any Offering Document other part of the Public Record or for any additional information in respect of the Offering or the Companyinformation;
(ii) the issuance by any Securities Commission, other securities commission or similar regulatory authority, any stock exchange or any other competent authority of any order to cease or suspend trading of any securities of the Corporation or of the institution or threat of institution of any proceedings for that purpose; or
(iii) the receipt by the Company Corporation of any material communication, whether written or oral, communication from any Securities Commission, the CSE other securities commission or similar regulatory authority, any stock exchange or any other competent authority, authority relating to the Preliminary Prospectus, the Prospectus, any other part of the Public Record or the distribution of the Offered Units Shares.
(c) The Corporation will, and the Selling Shareholders will cooperate with the Corporation to the extent necessary to permit the Corporation to, promptly comply, to the reasonable satisfaction of the Underwriters and the Underwriters’ counsel, with Applicable Securities Laws of the Qualifying Jurisdictions with respect to any material change, change, occurrence or event of the Companynature referred to in subsections 8(a) or (b) above and the Corporation will prepare and file promptly at the Underwriters’ request any amendment to the Prospectuses or Supplementary Material as may be required under Applicable Securities Laws of the Qualifying Jurisdictions; provided that the Corporation and, with respect to any Selling Shareholder Matters, the Selling Shareholders, shall have allowed the Underwriters and the Underwriters’ counsel to participate fully in the preparation of any Supplementary Material, to have reviewed any other documents incorporated by reference therein and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters to responsibly execute the certificate required to be executed by them in, or in connection with, any Supplementary Material, such approval not to be unreasonably withheld and to be provided in a timely manner. The Corporation shall further promptly deliver to each of the Underwriters and the Underwriters’ counsel a copy of each Supplementary Material as filed with the Securities Commissions, and of opinions and letters with respect to each such Supplementary Material substantially similar to those referred to in Section 6 above.
(d) During the period from the date hereof until the Underwriters notify the Corporation and the Selling Shareholders of the completion of the distribution of the Offered Shares, the Corporation will, subject to the requirements of Applicable Securities Laws, promptly provide to the Underwriters, for review and approval by the Underwriters, which approval shall not be unreasonably withheld, and the review by Underwriters’ counsel, prior to filing with the Securities Commissions:
(i) any financial statements of the Corporation;
(ii) any proposed documents, including without limitation any amendment to the AIF, any new annual information form, material change reports, marketing materials, interim reports, or management information circulars, which may be incorporated, or deemed to be incorporated, by reference in the Prospectuses; and
(iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale press release of the Offered Units or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options)Corporation.
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company shall in good faith discuss with the Underwriters any circumstance, change, event or fact contemplated in any of Section 6(a), Section 6(b) or Section 6(c) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters under any of Section 6(a), Section 6(b) or Section 6(c) hereof and shall consult with the Underwriters with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material shall be filed with any Securities Commission prior to the review and approval thereof by the Underwriters and their counsel, acting reasonably.
Appears in 1 contract
Material Change. (a) During The Company shall promptly inform the Agents (and promptly confirm such notification in writing) during the period commencing on prior to the date hereof and ending on the day the Underwriters notify Agents notifying the Company of the completion of the distribution of the Offered Units Securities in accordance with Section 4(a) hereof, the Company shall promptly inform the Underwriters (and promptly confirm such notification in writing) hereof of the full particulars of:
(i) any material change whether actual, anticipated, contemplated, or to the knowledge of the Company, threatened or proposed, proposed in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations or in the Offering;
(ii) any material fact which has arisen or has been discovered or any new material fact that would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on or prior to the date of any of the Offering Documents;
(iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents or whether any event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, or which could result in any of the Offering Documents not complying with the Applicable Securities Laws; orLaws of any Qualifying Jurisdiction;
(iv) any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, hearing relating to the Company or the Offering; or
(v) any Subsidiary other event or state of affairs that would reasonably be expected to be relevant to the Agents’ in connection with their due diligence investigations in respect of the Offering.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters Agents any Supplementary Material which, in the opinion of the UnderwritersAgents, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units Securities for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters Agents notify the Company of the completion of the distribution of the Offered UnitsSecurities, the Company will promptly inform the Underwriters Agents in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in respect of the Offering or the Company;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE TSX or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, the distribution of the Offered Units Securities or the Company;
(iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units Securities or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE TSX or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options)Company.
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company shall in good faith discuss with the Underwriters Agents any circumstance, change, event or fact contemplated in any of Section Sections 6(a), Section 6(b) or Section 6(c) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters Agents under any of Section Sections 6(a), Section 6(b) or Section 6(c) hereof and shall consult with the Underwriters Agents with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no any such Supplementary Material shall not be filed with any Securities Commission prior to the review and approval thereof by the Underwriters Agents and their counsel, acting reasonably.
Appears in 1 contract
Material Change. (a) During 7.1. The Company will promptly inform the Underwriters in writing during the period commencing on the date hereof and ending on the day the Underwriters notify the Company of prior to the completion of the distribution of the Offered Units in accordance with Section 4(a) hereof, the Company shall promptly inform the Underwriters (Purchased Shares and promptly confirm such notification in writing) any Additional Shares of the full particulars of:
(i) 7.1.1. any material change (whether actual, anticipated, contemplatedcontemplated or proposed by, or threatened or proposedagainst, the Company) in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capitalbusiness, propertiesaffairs, condition (financial or otherwise) or results of prospects, operations or in capital of the OfferingCompany and its subsidiaries considered as a whole;
(ii) 7.1.2. any material fact which has arisen or has been discovered or any new material fact that and would have been required to have been stated in the Prospectus or any Supplementary Material (collectively, the "Offering Documents Documents") had that fact arisen or been discovered on on, or prior to to, the date of any of the Offering Documents;; or
(iii) 7.1.3. any change in any material fact (which for the purposes contained in any of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents or whether any event or state of facts has occurred after the date hereofof this agreement, which, in any case, is, or may be, is of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents, Documents including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, or which could result in any .
7.2. The Company will comply with section 57 of the Offering Documents not complying Securities Act (Ontario) and with the Applicable Securities Laws; or
(iv) any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, relating to comparable provisions of the Company or any Subsidiary or the Offering.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable other Securities Laws, and the Company will prepare and the Company will file promptly at the request of the Underwriters any Supplementary Material which, in the opinion of the Underwriters, acting reasonably, may be necessary or advisable, and and, subject to section 3.3, will otherwise comply with all legal requirements necessary, necessary to continue to qualify the Offered Units Qualified Shares for distribution in each of the Qualifying Jurisdictions. Upon receipt of any Supplementary Material, the Underwriters shall, as soon as possible, send such Supplementary Material to purchasers of Purchased Shares and/or Additional Shares, as applicable.
(c) During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the Offered Units, the Company will promptly inform the Underwriters in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in respect of the Offering or the Company;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, the distribution of the Offered Units or the Company;
(iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options).
(d) 7.3. In addition to the provisions of Sections 6(a), 6(b) sections 7.1 and 6(c) hereof7.2, the Company shall will, in good faith faith, discuss with the Underwriters any circumstance, change, event or fact contemplated in any of Section 6(a), Section 6(b) or Section 6(c) sections 7.1 and 7.2 which is of such a nature that there is or could may be reasonable doubt as to whether notice should be given to the Underwriters under any section 7.1 of Section 6(a), Section 6(b) or Section 6(c) hereof this agreement and shall will consult with the Underwriters with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material shall will be filed with any Securities Commission prior to the review and approval thereof by the Underwriters and their counsel, acting reasonably.
Appears in 1 contract
Material Change. (a1) During the period commencing on from the date hereof and ending on the day the Underwriters notify the Company of this Agreement to the completion of the distribution of the Offered Units in accordance with Section 4(a) hereofSecurities, the Company Corporation covenants and agrees with the Underwriters that it shall promptly inform notify the Underwriters (and promptly confirm such notification in writing) of the writing with full particulars of:
(ia) any material change whether (actual, anticipated, contemplated, threatened contemplated or proposed, threatened) in respect of the Company Corporation or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations or in the OfferingSubsidiaries considered on a consolidated basis;
(iib) any material fact in respect of the Corporation which has arisen or has been discovered or any new material fact that and would have been required to have been stated in any of the Offering Documents had that the fact arisen or been discovered on on, or prior to to, the date of any of the Offering Documents;such document; and
(iiic) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents which fact or whether any event or state of facts has occurred after the date hereof, which, in any case, change is, or may be, of such a nature as to render any of the statement in such Offering Documents Document misleading or untrue or misleading in any material respect or to which would result in any a misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, Document or which could would result in any of the Offering Documents not complying (to the extent that such compliance is required) with the Applicable Securities Laws; or
(iv) any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, relating to the Company or any Subsidiary or the Offering.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters any Supplementary Material which, in the opinion of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions.
(c2) During the period commencing on from the date hereof until the Underwriters notify the Company of this Agreement to the completion of the distribution of the Offered UnitsSecurities, the Company will promptly inform Corporation shall promptly, and in any event within any applicable time limitation, comply, to the Underwriters in writing satisfaction of the full particulars of:
(i) Joint-Bookrunners, acting reasonably, with all applicable filings and other requirements under Canadian Securities Laws and U.S. Securities Laws as a result of such fact or change; provided that the Corporation shall not file any request Prospectus Amendment or other document without first providing the Joint-Bookrunners with a copy of any Securities Commission for any amendment to any Offering Document such Prospectus Amendment or for any additional information in other document and consulting with the Joint-Bookrunners with respect of the Offering or the Company;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, the distribution of the Offered Units or the Company;
(iii) any notice or other correspondence received by the Company from any Governmental Authority form and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options).
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company content thereof. The Corporation shall in good faith discuss with the Underwriters Joint-Bookrunners any circumstancefact or change in circumstances (actual, changeanticipated, event contemplated or fact contemplated in any of Section 6(a)threatened, Section 6(b) financial or Section 6(cotherwise) which is of such a nature that there is or could be reasonable doubt as to whether written notice should need be given under this Section 6.
(3) If during the period of distribution of the Offered Securities there shall be any change in Canadian Securities Laws or other laws which results in any requirement to file a Prospectus Amendment, the Corporation will promptly prepare and file such Prospectus Amendment with the appropriate Securities Commissions where such filing is required, provided that the Corporation shall have allowed the Joint-Bookrunners and their counsel to participate in the preparation and review of any Prospectus Amendment.
(4) During the period from the date of this Agreement to the Underwriters under completion of the distribution of the Offered Securities, the Corporation will notify the Joint-Bookrunners promptly:
(a) when any of Section 6(a), Section 6(bProspectus Amendment has been filed;
(b) or Section 6(c) hereof and shall consult with the Underwriters with respect to the form and content of any Supplementary Material proposed to be filed request by the Company, it being understood and agreed that no such Supplementary Material shall be filed with any Securities Commission prior for any Prospectus Amendment or for additional information;
(c) of the suspension of the qualification of any of the Offered Securities for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Prospectus Amendment) or of the institution or, to the review and approval knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Common Shares or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the distribution of the Common Shares or the trading in the shares of the Corporation and, if any such order is issued, to obtain the lifting thereof by at the Underwriters and their counsel, acting reasonablyearliest possible time.
Appears in 1 contract
Material Change. (a) During the period commencing on the date hereof and ending on the day the Underwriters notify the Company of the completion conclusion of the distribution of the Offered Units in accordance with Section 4(a) hereofUnderlying Securities issuable upon the exercise or deemed exercise of the Offering Special Warrants, the Company shall Corporation will promptly inform the Underwriters (and promptly confirm such notification in writing) Agents of the full particulars of:
(i) any material change whether (actual, anticipated, contemplated, threatened anticipated or proposed, threatened) in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairsbusiness, operations, prospectsrevenues, capital properties, assets, liabilities (absolute, accrued, contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations or in of the OfferingCorporation taken as a whole;
(ii) any material fact which has arisen or has been discovered or any new material fact that would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on or prior to the date of any of the Offering Documents;
(iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference referred to in the Offering Documents Materials or whether any event the Public Record, if applicable; and
(iii) the occurrence or state discovery of facts has occurred after the date hereofa material fact or event, which, in any such case, is, or may be, of such a nature as to to:
(A) render any portion of the Offering Documents untrue Materials or the Public Record, if applicable, untrue, false or misleading in any a material respect or to respect;
(B) result in any a misrepresentation in any of the Offering DocumentsMaterials or the Public Record, including as a if applicable; or
(C) result of any of in the Offering Documents containing Materials or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was madePublic Record, or which could result in any of the Offering Documents if applicable, not complying with the Applicable Securities LawsLaws in a material respect; or
(ivexcept that if the Corporation is uncertain as to whether a material change, change, occurrence or event of the nature referred to in this Section 6(a) any notice by any governmentalhas occurred, judicial or regulatory authority requesting any material information, or meeting or hearing, relating the Corporation shall promptly inform the Agents of the full particulars of the occurrence giving rise to the Company or any Subsidiary or uncertainty and shall consult with the OfferingAgents as to whether the occurrence is of such nature.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters any Supplementary Material which, in the opinion of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until and ending on the Underwriters notify the Company of the completion conclusion of the distribution of the Offered UnitsUnderlying Offering Securities issuable upon the exercise or deemed exercise of the Offering Special Warrants, the Company Corporation will promptly inform the Underwriters in writing Agents of the full particulars of:
(i) any request of any Securities Commission or similar securities regulatory authority for any amendment to any Offering Document the Public Record or for any additional information in respect of the Offering or the Companyinformation;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, the distribution of the Offered Units or the Company;
(iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE Commission or any other competent authoritysecurities regulatory authority in any jurisdiction, including the Exchange or by any other Governmental Authority, competent authority of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) Corporation or of the institution, institution or threat of institution of any proceedings for that purpose purpose; and
(iii) the receipt by the Corporation of any material communication from any of the Securities Commissions or any notice other securities regulatory authority in any jurisdiction, the Exchange or any other competent authority relating to any part of investigation that could potentially result in an order to cease the Public Record or suspend trading or the distribution of any securities the Offering Special Warrants.
(c) During the period commencing on the date hereof and ending on the completion of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares distribution of the Underlying Offering Securities issuable upon the exercise or deemed exercise of the Compensation OptionsOffering Special Warrants, the Corporation will promptly comply, to the reasonable satisfaction of the Agents and the Agents' counsel, with the Applicable Securities Laws with respect to any material change, change, occurrence or event of the nature referred to in Sections 6(a) and 6(b).
(d) In addition to During the provisions period commencing on the date hereof and ending on the conclusion of Sections 6(a), 6(b) and 6(c) hereofthe distribution of the Underlying Offering Securities issuable upon the exercise or deemed exercise of the Offering Special Warrants, the Company shall in good faith discuss with Corporation will promptly inform the Underwriters Agents of the full particulars of any circumstance, change, event investigation of which it becomes aware by any of the Securities Commissions or fact contemplated any other securities regulatory authority in any jurisdiction, the Exchange or any other competent authority, into the activities or conduct of Section 6(a), Section 6(b) or Section 6(c) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters under any of Section 6(a), Section 6(bthe directors or officers of the Corporation.
(e) or Section 6(c) During the period commencing on the date hereof and shall consult with ending on the Underwriters with respect to conclusion of the form and content distribution of any Supplementary Material proposed to be filed by the CompanyUnderlying Offering Securities issuable upon the exercise or deemed exercise of the Offering Special Warrants, it being understood and agreed that no such Supplementary Material shall be filed with any Securities Commission prior to the review and approval thereof by Corporation will, if reasonably practicable in the Underwriters and their counselCorporation's judgment, acting reasonably, promptly provide to the Agents, for review by the Agents and the Agents' counsel, prior to filing or issuance:
(i) any document that constitutes part of the Public Record or that is otherwise disclosed publicly (whether by electronic means or otherwise); and
(ii) any news release (subject to the Corporation's obligations, if any, under Applicable Securities Laws to make timely disclosure of material information). Any press release issued by the Corporation concerning the Special Warrants is to include the following legend: "NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES."
Appears in 1 contract
Samples: Agency Agreement
Material Change. (a) During The Company shall promptly inform the Underwriters (and promptly confirm such notification in writing) during the period commencing on the date hereof and ending on the day prior to the Underwriters notify notifying the Company of the completion of the distribution of the Offered Units in accordance with Section 4(a) hereof, the Company shall promptly inform the Underwriters (and promptly confirm such notification in writing) hereof of the full particulars of:
(i) any material change whether actual, anticipated, contemplated, or to the knowledge of the Company, threatened or proposed, proposed in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (accrued, contingent or otherwise), capital, properties, condition (financial or otherwise) ), cash flows, income, prospects or results of operations or in the Offering, taken as a whole (in each case, other than a change disclosed in the Preliminary Prospectus);
(ii) any material fact which has arisen or has been discovered or any new material fact that would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on or prior to the date of any of the Offering Documents;
(iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents or whether any event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, or which could result in any of the Offering Documents not complying with the Applicable Securities Laws; orLaws of any Qualifying Jurisdiction;
(iv) any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, hearing relating to the Company or Company, any Subsidiary or the Offering; or
(v) any other event or state of affairs that would reasonably be expected to be relevant to the Underwriters’ due diligence investigations in respect of the Offering.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters any Supplementary Material which, in the opinion of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the Offered Units, the Company will promptly inform the Underwriters in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in respect of the Offering or the Company;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, any Supplementary Material, the distribution of the Offered Units Units, Broker Warrants, Shares, Warrants, Warrant Shares, or the Company;
(iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units Units, Broker Warrants, Shares, Warrants, Warrant Shares, or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options Shares or Compensation Shares issuable upon the exercise of the Compensation OptionsBroker Warrants) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Optionsor Broker Warrants).
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company shall in good faith discuss with the Underwriters any circumstance, change, event or fact contemplated in any of Section Sections 6(a), Section 6(b) or Section 6(c) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters under any of Section Sections 6(a), Section 6(b) or Section 6(c) hereof and shall consult with the Underwriters with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no any such Supplementary Material shall not be filed with any Securities Commission prior to the review and approval thereof by the Underwriters and their counsel, acting reasonably.
Appears in 1 contract
Samples: Underwriting Agreement
Material Change. (a) During The Company shall promptly inform the Underwriter (and promptly confirm such notification in writing) during the period commencing on prior to the date hereof and ending on the day the Underwriters notify Underwriter notifying the Company of the completion of the distribution of the Offered Units in accordance with Section 4(a) hereof, the Company shall promptly inform the Underwriters (and promptly confirm such notification in writing) hereof of the full particulars of:
(i) any material change whether actual, anticipated, contemplated, threatened or proposed, proposed in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations or in the Offering;
(ii) any material fact which has arisen or has been discovered or any new material fact that would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on or prior to the date of any of the Offering Documents;
(iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents or whether any event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, or which could result in any of the Offering Documents not complying with the Applicable Securities Laws; orLaws of any Qualifying Jurisdiction;
(iv) any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, hearing relating to the Company or any Subsidiary or the Offering; or
(v) any other event or state of affairs that may be relevant to the Underwriter ’ s due diligence investigations.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters Underwriter any Supplementary Material which, in the opinion of the UnderwritersUnderwriter, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters notify Underwriter notifies the Company of the completion of the distribution of the Offered Units, the Company will promptly inform the Underwriters Underwriter in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in respect of the Offering or the Company;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectus, the ProspectusOffering Documents, the distribution of the Offered Units Units, Compensation Options, Shares, Warrants, Warrant Shares, or the Company;
(iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units Units, Compensation Options, Shares, Warrants, Warrant Shares, or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options Shares or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the or Compensation Options).
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company shall in good faith discuss with the Underwriters Underwriter any circumstance, change, event or fact contemplated in any of Section Sections 6(a), Section 6(b) or Section 6(c) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters Underwriter under any of Section Sections 6(a), Section 6(b) or Section 6(c) hereof and shall consult with the Underwriters Underwriter with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no any such Supplementary Material shall not be filed with any Securities Commission prior to the review and approval thereof by the Underwriters Underwriter and their its counsel, acting reasonably.
Appears in 1 contract
Samples: Underwriting Agreement
Material Change. (a) 5.1 During the period commencing on from the date hereof and ending on the day the Underwriters notify the Company of to the completion of the distribution of the Offered Units in accordance with Section 4(a) hereofUnderwritten Shares, the Company Corporation covenants and agrees with the Underwriters that it shall promptly inform notify the Underwriters (and promptly if requested by the Underwriters, confirm such notification in writing) of the full particulars of:
(i) any material change (whether actual, anticipated, contemplated, threatened contemplated or proposed, or threatened against the Corporation or its subsidiaries) in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capitalbusiness, propertiesaffairs, condition (financial or otherwise) or results of operations or in capital of the Offering;Corporation or its subsidiaries; or
(ii) any material fact which has arisen or has been discovered or any new material fact that and would have been required to have been stated in an Offering Document had the Offering Documents had that fact arisen or been discovered on on, or prior to to, the date of any of the Offering Documents;such document; and
(iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) other than any fact relating solely to any of the Underwriters, contained or incorporated by reference in the Offering Documents or whether any event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents, including as a or which would result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was madePreliminary Prospectus, Prospectus Amendment, Final Prospectus or which could result in any of the Offering Documents not complying with the Applicable Securities Laws; or
(iv) any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, relating to the Company or any Subsidiary or the Offering.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under not complying (to the Applicable extent that such compliance is required) with the laws, regulations or published policies of the Securities LawsCommission of any Qualifying Jurisdiction or the United States.
5.2 The Corporation shall promptly, and in any event within any applicable time limitation, comply, to the Company will prepare and file promptly at the request of the Underwriters any Supplementary Material which, in the opinion satisfaction of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal applicable filings and other requirements necessary, to continue to qualify under the Offered Units for distribution in each Applicable Securities Laws as a result of such fact or change; provided that the Corporation shall not file any Supplementary Material or other document without first obtaining from BMO the approval of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the Offered UnitsUnderwriters, the Company will promptly inform the Underwriters in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in after consultation with BMO with respect of the Offering or the Company;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectusform and content thereof, the Prospectus, the distribution of the Offered Units or the Company;
(iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units or any other event or state of affairs that could, individually or in the aggregate, reasonably which approval will not be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options).
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company unreasonably withheld. The Corporation shall in good faith discuss with the Underwriters any circumstancefact or change in circumstances (actual, changeanticipated, event contemplated or fact contemplated in any of Section 6(a)threatened, Section 6(b) financial or Section 6(cotherwise) which is of such a nature that there is or could be reasonable doubt as to whether notice should need be given to the Underwriters under any of this Section 6(a), Section 6(b) or Section 6(c) hereof and shall consult with the Underwriters with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material shall be filed with any Securities Commission prior to the review and approval thereof by the Underwriters and their counsel, acting reasonably5.2.
Appears in 1 contract
Material Change. (a) During
6.1 Until the period commencing on the date hereof Closing Time, and ending on the day the Underwriters notify the Company of the completion of the distribution of the Offered Units in accordance with Section 4(a) hereofsubject to Securities Laws, the Company shall Issuer will promptly inform the Underwriters (and promptly confirm such notification in writing) Agent of the full particulars of:
(ia) any material change whether (actual, anticipatedanticipated or, contemplatedto the Knowledge of the Issuer, threatened threatened) in or proposed, in affecting the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairsbusiness, operations, prospectscapital or long-term debt, properties (including, for greater certainty, the Material Property), assets, liabilities or obligations (absolute, accrued, contingent or otherwise), capital, properties, condition (financial or otherwise) ), prospects or results of operations or in of the OfferingIssuer;
(ii) any material fact which has arisen or has been discovered or any new material fact that would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on or prior to the date of any of the Offering Documents;
(iiib) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference referred to in the Offering Disclosure Documents or whether in any event information regarding the Issuer previously provided to the Agent by the Issuer in writing, which has not otherwise been disclosed to the Agent;
(c) the occurrence or state discovery of facts has occurred after the date hereofa fact or event, which, in any such case, is, or may be, of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any a misrepresentation or in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light breach of the circumstances in which it was made, or which could result in any of the Offering Documents not complying with the Applicable Securities Laws; or
(iv) any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, relating to the Company or any Subsidiary or the Offering.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters any Supplementary Material which, in the opinion of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the Offered Units, the Company will promptly inform the Underwriters in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in respect of the Offering or the CompanyLaw;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, the distribution of the Offered Units or the Company;
(iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(ivd) the issuance by any Securities Commission, the CSE Commission or any other competent authority, including any other Governmental Authority, similar regulatory authority of any order to cease or suspend trading or distribution of any securities of the Company (including Offered UnitsIssuer or, Sharesto the extent permitted by Securities Laws, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) institution or of the institution, threat of institution of any proceedings for that purpose purpose; or
(e) the receipt by the Issuer of any order, request or communication of any Securities Commission or other similar regulatory authority or any notice of investigation that could potentially result in an order to cease other competent authority preventing or suspend trading suspending the use of, or distribution of any securities of otherwise relating to, the Company (including Offered UnitsOffering Documents, Sharesor preventing or suspending, Warrantsor otherwise relating to, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options)Offering.
(d) In addition to 6.2 Until the provisions of Sections 6(a), 6(b) and 6(c) hereofClosing Time, the Company Issuer shall in good faith discuss with the Underwriters Agent any circumstancechange in a fact, changeevents or circumstances (actual, event proposed or fact contemplated in any of Section 6(a), Section 6(b) or Section 6(cprospective) which is of such a nature that there is or could be reasonable doubt as to whether notice should need be given to the Underwriters under any of Agent pursuant to this Section 6(a6.
6.3 Until the Closing Time and subject to applicable Law (including the time limits imposed thereunder), Section 6(b) or Section 6(c) hereof and the Issuer shall consult with obtain prior approval of the Underwriters with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material shall be filed with any Securities Commission prior to the review and approval thereof by the Underwriters and their counselAgent, acting reasonably, as to the content and form of any press release.
Appears in 1 contract
Samples: Agency Agreement
Material Change. (a) During the period commencing on from the date hereof and ending on the day until the Underwriters notify the Company Corporation of the completion of the distribution of the Offered Units in accordance with Section 4(a) hereofProspectus Shares, the Company shall Corporation will promptly inform the Underwriters (and promptly confirm such notification in writing) of the full particulars of:
(i) any material change whether (actual, anticipated, contemplated, threatened contemplated or proposed, threatened) in or affecting the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairsbusiness, operations, prospectscapital, properties, assets, liabilities (absolute, accrued, contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations or in of the OfferingCorporation and its Subsidiaries on a consolidated basis;
(ii) any material fact which has arisen or has been discovered or any new material fact that would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on or prior to the date of any of the Offering Documents;
(iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference referred to in the Offering Documents Preliminary Prospectus, the Prospectus or whether any event Supplementary Material; and
(iii) the occurrence or state discovery of facts has occurred after the date hereofa material fact or event, which, in any such case, is, or may be, of such a nature as to to:
(A) render the Preliminary Prospectus, the Prospectus or any of the Offering Documents untrue Supplementary Material untrue, false or misleading in any material respect or to respect;
(B) result in any a misrepresentation in the Preliminary Prospectus, the Prospectus or any of the Offering Documents, including as a Supplementary Materials; or
(C) result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of Preliminary Prospectus, the circumstances in which it was made, Prospectus or which could result any Supplementary Material not complying in any of the Offering Documents not complying material respect with the Applicable Securities Laws; or
(iv) any notice by any governmentalLaws of the Qualifying Jurisdictions, judicial provided that if the Corporation is uncertain as to whether a material change, change, occurrence or regulatory authority requesting any material informationevent of the nature referred to in this subsection has occurred, or meeting or hearing, relating the Corporation shall promptly inform the Underwriters of the full particulars of the occurrence giving rise to the Company or uncertainty and shall consult with the Underwriters as to whether the occurrence is of such nature prior to making any Subsidiary or the Offeringfiling referred to in subsection 8(c).
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters any Supplementary Material which, in the opinion of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on from the date hereof until the Underwriters notify the Company Corporation of the completion of the distribution of the Offered UnitsProspectus Shares, the Company Corporation will promptly inform the Underwriters in writing of the full particulars of:
(i) any request of any Securities Commission Commission, other securities commission or similar regulatory authority for any amendment to the Preliminary Prospectus, the Prospectus or any Offering Document other part of the Public Record or for any additional information in respect of the Offering or the Companyinformation;
(ii) the issuance by any Securities Commission, other securities commission or similar regulatory authority, any stock exchange or any other competent authority of any order to cease or suspend trading of any securities of the Corporation or of the institution or threat of institution of any proceedings for that purpose; or
(iii) the receipt by the Company Corporation of any material communication, whether written or oral, communication from any Securities Commission, the CSE other securities commission or similar regulatory authority, any stock exchange or any other competent authority, authority relating to the Preliminary Prospectus, the Prospectus, any other part of the Public Record or the distribution of the Offered Units Prospectus Shares.
(c) The Corporation will promptly comply, to the reasonable satisfaction of the Underwriters and the Underwriters’ counsel, with Applicable Securities Laws of the Qualifying Jurisdictions with respect to any material change, change, occurrence or event of the Companynature referred to in subsections 8(a) or (b) above and the Corporation will prepare and file promptly at the Underwriters’ request any amendment to the Prospectuses or Supplementary Material as may be required under Applicable Securities Laws of the Qualifying Jurisdictions; provided that the Corporation shall have allowed the Underwriters and the Underwriters’ counsel to participate fully in the preparation of any Supplementary Material, to have reviewed any other documents incorporated by reference therein and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters to responsibly execute the certificate required to be executed by them in, or in connection with, any Supplementary Material, such approval not to be unreasonably withheld and to be provided in a timely manner. The Corporation shall further promptly deliver to each of the Underwriters and the Underwriters’ counsel a copy of each Supplementary Material as filed with the Securities Commissions, and of opinions and letters with respect to each such Supplementary Material substantially similar to those referred to in Section 6 above.
(d) During the period from the date hereof until the Underwriters notify the Corporation of the completion of the distribution of the Prospectus Shares, the Corporation will, subject to the requirements of Applicable Securities Laws, promptly provide to the Underwriters, for review and approval by the Underwriters, which approval shall not be unreasonably withheld, and the review by Underwriters’ counsel, prior to filing with the Securities Commissions:
(i) any financial statements of the Corporation;
(ii) any proposed documents, including without limitation any amendment to the AIF, any new annual information form, material change reports, marketing materials, interim reports, or management information circulars, which may be incorporated, or deemed to be incorporated, by reference in the Prospectuses; and
(iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale press release of the Offered Units or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options)Corporation.
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company shall in good faith discuss with the Underwriters any circumstance, change, event or fact contemplated in any of Section 6(a), Section 6(b) or Section 6(c) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters under any of Section 6(a), Section 6(b) or Section 6(c) hereof and shall consult with the Underwriters with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material shall be filed with any Securities Commission prior to the review and approval thereof by the Underwriters and their counsel, acting reasonably.
Appears in 1 contract
Material Change. (a) During The Company shall promptly inform the Agents (and promptly confirm such notification in writing) during the period commencing on prior to the date hereof and ending on the day the Underwriters notify Agents notifying the Company of the completion of the distribution of the Offered Units in accordance with Section 4(a) hereof, the Company shall promptly inform the Underwriters (and promptly confirm such notification in writing) hereof of the full particulars of:
(i) any material change whether actual, anticipated, contemplated, or to the knowledge of the Company, threatened or proposed, proposed in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations or in the Offering;
(ii) any material fact which has arisen or has been discovered or any new material fact that would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on or prior to the date of any of the Offering Documents;
(iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents or whether any event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, or which could result in any of the Offering Documents not complying with the Applicable Securities Laws; orLaws of any Qualifying Jurisdiction;
(iv) any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, hearing relating to the Company or Company, any Subsidiary or the Offering, except for those received in the ordinary course of business; or
(v) any other event or state of affairs that would reasonably be expected to be relevant to the Agents’ due diligence investigations in respect of the Offering.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters Agents any Supplementary Material which, in the opinion of the UnderwritersAgents, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements under Applicable Securities Laws necessary, to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters Agents notify the Company of the completion of the distribution of the Offered Units, the Company will promptly inform the Underwriters Agents in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in respect of the Offering or material information in respect of the Company;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE TSX or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, any Offering Document or the distribution of the Offered Units Units, the Shares or the Warrants or the Company;
(iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units Units, the Shares, the Warrants, or any other event or state of affairs that couldwould, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE TSX or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including the Offered Units, Shares, the Shares or the Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including the Offered Units, Shares, the Shares or the Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options).
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company shall in good faith discuss with the Underwriters Agents any circumstance, change, event or fact contemplated in any of Section Sections 6(a), Section 6(b) or Section 6(c) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters Agents under any of Section Sections 6(a), Section 6(b) or Section 6(c) hereof and shall consult with the Underwriters Agents with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material shall be filed with any Securities Commission prior to the review and approval thereof by the Underwriters Agents and their counsel, acting reasonably.
Appears in 1 contract
Samples: Agency Agreement
Material Change. (a1) During the period commencing on from the date hereof and ending on the day the Underwriters notify the Company of this Agreement to the completion of the distribution of the Offered Units in accordance with Section 4(a) hereofShares, the Company Corporation and Goldcorp (only to the extent of information pertaining to Goldcorp and in the case of Section 6(1)(c), the Goldcorp Information) covenant and agree with the Underwriters that they shall promptly inform notify the Underwriters (and promptly confirm such notification in writing) of the full particulars writing of:
(ia) any material change whether (actual, anticipated, contemplated, threatened contemplated or proposed, in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assetsthreatened), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations or in the Offering;
(iib) any material fact which has arisen or has been discovered or any new material fact that and would have been required to have been stated in any of the Offering Documents had that the fact arisen or been discovered on on, or prior to to, the date of any of the Offering Documents;such document; and
(iiic) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents which fact or whether any event or state of facts has occurred after the date hereof, which, in any case, change is, or may be, of such a nature as to render any of the statement in such Offering Documents Document misleading or untrue or misleading in any material respect or to which would result in any a misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, Document or which could would result in any of the Offering Documents not complying (to the extent that such compliance is required) with the Applicable Securities Laws; or
(iv) . The Corporation shall promptly, and in any notice by event within any governmentalapplicable time limitation, judicial or regulatory authority requesting any material informationcomply, or meeting or hearing, relating to the Company or any Subsidiary or the Offering.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters any Supplementary Material which, in the opinion satisfaction of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal applicable filings and other requirements necessary, to continue to qualify under the Offered Units for distribution in each Applicable Securities Laws as a result of such fact or change; provided that the Corporation shall not file any Supplementary Material or other document without first obtaining from the Underwriters the approval of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until Underwriters, after consultation with the Underwriters notify the Company of the completion of the distribution of the Offered Units, the Company will promptly inform the Underwriters in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in with respect of the Offering or the Company;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectusform and content thereof, the Prospectus, the distribution of the Offered Units or the Company;
which approval will not be unreasonably withheld. The Corporation and Goldcorp (iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options).
(d) In addition extent relevant to the provisions of Sections 6(a), 6(bSelling Shareholder) and 6(c) hereof, the Company shall in good faith discuss with the Underwriters any circumstancefact or change in circumstances (actual, changeanticipated, event contemplated or fact contemplated in any of Section 6(a)threatened, Section 6(b) financial or Section 6(cotherwise) which is of such a nature that there is or could be reasonable doubt as to whether written notice should need be given to the Underwriters under any of this Section 6(a), Section 6(b) or Section 6(c) hereof and shall consult with the Underwriters with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material shall be filed with any Securities Commission prior to the review and approval thereof by the Underwriters and their counsel, acting reasonably6.
Appears in 1 contract
Material Change. (a1) During the period commencing on from the date hereof and ending on the day the Underwriters notify the Company of this Agreement to the completion of the distribution of the Offered Units in accordance with Section 4(a) hereofSecurities, the Company Corporation covenants and agrees with the Underwriters that it shall promptly inform notify the Underwriters (and promptly confirm such notification in writing) of the writing with full particulars of:
(ia) any material change whether (actual, anticipated, contemplatedcontemplated or threatened) in respect of the Corporation, threatened or proposed, in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations or in the Offeringconsidered on a consolidated basis;
(iib) any material fact in respect of the Corporation which has arisen or has been discovered or any new material fact that and would have been required to have been stated in any of the Offering Documents had that the fact arisen or been discovered on on, or prior to to, the date of any of the Offering Documents;such documents; and
(iiic) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents or whether any event or state of facts has occurred after the date hereof, which, in any case, which change is, or may be, be of such a nature as as: (i) to render any of the statement in such Offering Documents Document misleading or untrue or misleading in any material respect or to which would result in any a misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing Document; or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in (ii) which it was made, or which could would result in any of the Offering Documents not complying (to the extent that such compliance is required) with the Applicable Securities Laws; or
(iv) . The Corporation shall promptly, and in any notice by event within any governmentalapplicable time limitation, judicial or regulatory authority requesting any material informationcomply, or meeting or hearing, relating to the Company or any Subsidiary or the Offering.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters any Supplementary Material which, in the opinion satisfaction of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal applicable filings and other requirements necessary, to continue to qualify under the Offered Units for distribution in each Canadian Securities Laws as a result of such fact or change; provided that the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until Corporation shall not file any Supplementary Material or other document without first providing the Underwriters notify the Company with a copy of the completion of the distribution of the Offered Units, the Company will promptly inform such Supplementary Material or other document and consulting with the Underwriters in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in with respect of the Offering or the Company;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, the distribution of the Offered Units or the Company;
(iii) any notice or other correspondence received by the Company from any Governmental Authority form and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options).
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company content thereof. The Corporation shall in good faith discuss with the Underwriters any circumstancefact or change in circumstances (actual, changeanticipated, event contemplated or fact contemplated in any of Section 6(a)threatened, Section 6(b) financial or Section 6(cotherwise) which is of such a nature that there is or could be reasonable doubt as to whether written notice should need be given to under this Section 6.
(2) If during the Underwriters under any period of Section 6(a), Section 6(b) or Section 6(c) hereof and shall consult with distribution of the Underwriters with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material Offered Securities there shall be filed with any change in Canadian Securities Commission prior to Laws which, in the review and approval thereof by opinion of the Underwriters and their legal counsel, acting reasonably, requires the filing of any Supplementary Material, upon written notice from the Underwriters, the Corporation covenants and agrees with the Underwriters that it shall, to the satisfaction of the Underwriters, acting reasonably, promptly prepare and file such Supplementary Material with the appropriate Securities Commissions where such filing is required.
(3) During the period from the date of this Agreement to the completion of the distribution of the Offered Securities, the Corporation will notify the Underwriters promptly:
(a) when any supplement to the Offering Documents or any Supplementary Material shall have been filed;
(b) of any request by any Securities Commission to amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Qualified Securities or the Over-Allotment Option for offering, sale, grant or issuance in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Offered Securities or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its commercially reasonable efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the distribution of the Offered Securities or the trading in the shares of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 1 contract
Samples: Underwriting Agreement
Material Change. (a) During the period commencing on the date hereof and ending on the day the Underwriters notify the Company of the completion of the distribution of the Offered Units in accordance with Section 4(a) hereof, the The Company shall promptly inform the Underwriters Agents (and promptly confirm such notification in writing) during the period from the date of this Agreement until the Qualification Date of the full particulars of:
(i) any material change whether actual, anticipated, contemplated, threatened or proposed, proposed in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, assets, properties, condition (financial or otherwise) or results of operations or in the Offering;
(ii) any material fact which has arisen or has been discovered or any new material fact that would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on on, or prior to the date of any of the Offering Documents;; or
(iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents or the Disclosure Record or whether any event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents or the Disclosure Record untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering DocumentsDocuments or the Disclosure Record, including as a result of any of the Offering Documents or the Disclosure Record containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, or which could result in any of the Offering Documents or the Disclosure Record not complying with the Applicable Securities Laws; or
(iv) Laws of any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, relating to the Company or any Subsidiary or the OfferingQualifying Jurisdiction.
(b) Subject to Section 6(d), ) the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters Agents any Supplementary Material which, in the opinion of the UnderwritersAgents, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the Offered UnitsQualification Date, the Company will promptly inform the Underwriters Agents in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to the Preliminary Qualification Prospectus, the Final Qualification Prospectus or any Offering Document Supplementary Material or for any additional information in respect of the Offering or the CompanyOffering;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Offering, the Preliminary Qualification Prospectus, the Prospectus, the distribution of the Offered Units Final Qualification Prospectus or the Companyany Supplementary Material;
(iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units Special Warrants or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options)Company.
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company shall in good faith discuss with the Underwriters Agents any circumstance, change, event or fact contemplated in any of Section Sections 6(a), Section 6(b) or Section 6(c) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters Agents under any of Section 6(a), Section 6(b) or Section 6(c) hereof and shall consult with the Underwriters Agents with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material shall be filed with any Securities Commission prior to the review and approval thereof by the Underwriters Agents and their its counsel, acting reasonably.
Appears in 1 contract
Samples: Agency Agreement
Material Change. (a) During the period commencing on the date hereof and ending on the day the Underwriters notify the Company of the completion of the distribution of the Offered Units in accordance with Section 4(a) hereof, the The Company shall promptly inform the Underwriters (and promptly confirm such notification in writing) during the period prior to the Underwriters notifying the Company of the completion of the distribution of the Offered Shares in accordance with Section 4(a) hereof of the full particulars of:
(i) any material change whether actual, anticipated, contemplated, or to the knowledge of the Company, threatened or proposed, proposed in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations or in the Offering;
(ii) any material fact which has arisen or has been discovered or any new material fact that would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on or prior to the date of any of the Offering Documents;
(iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents or whether any event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, or which could result in any of the Offering Documents not complying with the Applicable Securities Laws; orLaws of any Qualifying Jurisdiction;
(iv) any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, hearing relating to the Company or the Offering; or
(v) any Subsidiary other event or state of affairs that would reasonably be expected to be relevant to the Underwriters’ in connection with their due diligence investigations in respect of the Offering.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters any Supplementary Material which, in the opinion of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units Shares for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the Offered UnitsShares, the Company will promptly inform the Underwriters in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in respect of the Offering or the Company;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE TSX or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, the distribution of the Offered Units Shares or the Company;
(iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units Shares or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE TSX or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options)Company.
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company shall in good faith discuss with the Underwriters any circumstance, change, event or fact contemplated in any of Section Sections 6(a), Section 6(b) or Section 6(c) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters under any of Section Sections 6(a), Section 6(b) or Section 6(c) hereof and shall consult with the Underwriters with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no any such Supplementary Material shall not be filed with any Securities Commission prior to the review and approval thereof by the Underwriters and their counsel, acting reasonably.
Appears in 1 contract
Samples: Underwriting Agreement (Mogo Finance Technology Inc.)
Material Change.
(a1) During the period commencing on from the date hereof and ending on the day the Underwriters notify the Company of this Agreement to the completion of the distribution of the Offered Units in accordance with Section 4(a) hereofSecurities, the Company Corporation covenants and agrees with the Underwriters that it shall promptly inform notify the Underwriters (and promptly confirm such notification in writing) of the writing with full particulars of:
(ia) any material change whether (actual, anticipated, contemplatedcontemplated or threatened) in respect of the Corporation, threatened or proposed, in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations or in the Offeringconsidered on a consolidated basis;
(iib) any material fact in respect of the Corporation which has arisen or has been discovered or any new material fact that and would have been required to have been stated in any of the Offering Documents had that the fact arisen or been discovered on on, or prior to to, the date of any of the Offering Documents;such documents; and
(iiic) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents or whether any event or state of facts has occurred after the date hereof, which, in any case, which change is, or may be, be of such a nature as as: (i) to render any of the statement in such Offering Documents Document misleading or untrue or misleading in any material respect or to which would result in any a misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing Document; or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in (ii) which it was made, or which could would result in any of the Offering Documents not complying (to the extent that such compliance is required) with the Applicable Securities Laws; or
(iv) . The Corporation shall promptly, and in any notice by event within any governmentalapplicable time limitation, judicial or regulatory authority requesting any material informationcomply, or meeting or hearing, relating to the Company or any Subsidiary or the Offering.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters any Supplementary Material which, in the opinion satisfaction of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal applicable filings and other requirements necessary, to continue to qualify under the Offered Units for distribution in each Canadian Securities Laws as a result of such fact or change; provided that the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until Corporation shall not file any Supplementary Material or other document without first providing the Underwriters notify the Company with a copy of the completion of the distribution of the Offered Units, the Company will promptly inform such Supplementary Material or other document and consulting with the Underwriters in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in with respect of the Offering or the Company;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, the distribution of the Offered Units or the Company;
(iii) any notice or other correspondence received by the Company from any Governmental Authority form and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options).
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company content thereof. The Corporation shall in good faith discuss with the Underwriters any circumstancefact or change in circumstances (actual, changeanticipated, event contemplated or fact contemplated in any of Section 6(a)threatened, Section 6(b) financial or Section 6(cotherwise) which is of such a nature that there is or could be reasonable doubt as to whether written notice should need be given to under this Section 6.
(2) If during the Underwriters under any period of Section 6(a), Section 6(b) or Section 6(c) hereof and shall consult with distribution of the Underwriters with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material Offered Securities there shall be filed with any change in Canadian Securities Commission prior to Laws which, in the review and approval thereof by opinion of the Underwriters and their legal counsel, acting reasonably, requires the filing of any Supplementary Material, upon written notice from the Underwriters, the Corporation covenants and agrees with the Underwriters that it shall, to the satisfaction of the Underwriters, acting reasonably, promptly prepare and file such Supplementary Material with the appropriate Securities Commissions where such filing is required.
(3) During the period from the date of this Agreement to the completion of the distribution of the Offered Securities, the Corporation will notify the Underwriters promptly:
(a) when any supplement to the Offering Documents or any Supplementary Material shall have been filed;
(b) of any request by any Securities Commission to amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Offered Securities or the Over-Allotment Option for offering, sale, grant or issuance in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Offered Securities or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its commercially reasonable efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the distribution of the Offered Securities or the trading in the shares of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 1 contract
Samples: Underwriting Agreement
Material Change. (a) During The Company shall promptly inform the Agent (and promptly confirm such notification in writing) during the period commencing on prior to the date hereof and ending on the day the Underwriters notify Agent notifying the Company of the completion of the distribution of the Offered Units in accordance with Section 4(a) hereof, the Company shall promptly inform the Underwriters (and promptly confirm such notification in writing) hereof of the full particulars of:
(i) any material change whether actual, anticipated, contemplated, or to the knowledge of the Company, threatened or proposed, proposed in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations or in the Offering;
(ii) any material fact which has arisen or has been discovered or any new material fact that would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on or prior to the date of any of the Offering Documents;
(iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents or whether any event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, or which could result in any of the Offering Documents not complying with the Applicable Securities Laws; orLaws of any Qualifying Jurisdiction;
(iv) any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, hearing relating to the Company or Company, any Subsidiary or the Offering; or
(v) any other event or state of affairs that would reasonably be expected to be relevant to the Agent’s due diligence investigations in respect of the Offering.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters Agent any Supplementary Material which, in the opinion of the UnderwritersAgent, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters notify Agent notifies the Company of the completion of the distribution of the Offered Units, the Company will promptly inform the Underwriters Agent in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in respect of the Offering or the Company;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, the Amended and Restated Prospectus, any Supplementary Material, the distribution of the Offered Units Units, Compensation Options, Shares, Warrants, Warrant Shares, or the CompanyCompany or any Subsidiary;
(iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units Units, Compensation Options, Shares, Warrants, Warrant Shares, or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options Shares or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the or Compensation Options).
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company shall in good faith discuss with the Underwriters Agent any circumstance, change, event or fact contemplated in any of Section Sections 6(a), Section 6(b) or Section 6(c) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters Agent under any of Section Sections 6(a), Section 6(b) or Section 6(c) hereof and shall consult with the Underwriters Agent with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no any such Supplementary Material shall not be filed with any Securities Commission prior to the review and approval thereof by the Underwriters Agent and their counsel, acting reasonably.
Appears in 1 contract
Samples: Agency Agreement
Material Change. (a1) During the period commencing on from the date hereof and ending on the day the Underwriters notify the Company of this Agreement to the completion of the distribution of the Offered Units in accordance with Section 4(a) hereofUnits, the Company Corporation covenants and agrees with the Underwriter that it shall promptly inform notify the Underwriters (and promptly confirm such notification Underwriter in writing) of the writing with full particulars of:
(ia) any material change whether (actual, anticipated, contemplated, threatened contemplated or proposed, threatened) in respect of the Company Corporation or the Offering or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations or in the Offeringrelevant third party;
(iib) any material fact in respect of the Corporation which has arisen or has been discovered or any new material fact that and would have been required to have been stated in any of the Offering Documents had that the fact arisen or been discovered on on, or prior to to, the date of any of the Offering Documentssuch document;
(iiic) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents which fact or whether any event or state of facts has occurred after the date hereof, which, in any case, change is, or may be, of such a nature as to render any of the statement in such Offering Documents Document misleading or untrue or misleading in any material respect or to which would result in any a misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, Document or which could would result in any of the Offering Documents not complying (to the extent that such compliance is required) with the Applicable Securities Laws; orand
(ivd) any notice received by the Corporation from any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, relating to the Company or any Subsidiary or the Offering.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters any Supplementary Material which, in the opinion of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the Offered Units, the Company will promptly inform the Underwriters in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in respect of the Offering or the Company;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, the distribution of the Offered Units or the Company;
(iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, Corporation or the Offering, the issue and sale of the Offered Units or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities grant of the Company (including Offered UnitsOver-Allotment Option. The Corporation shall promptly, Sharesand in any event within any applicable time limitation, Warrantscomply, Warrant Shares, Compensation Options or Compensation Shares issuable upon to the exercise satisfaction of the Compensation Options) Underwriter, acting reasonably, with all applicable filings and other requirements under Canadian Securities Laws and U.S. Securities Laws as a result of such fact or change; provided that the Corporation shall not file any Supplementary Material or other document without first providing the Underwriter with a copy of such Supplementary Material or other document and consulting with the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options).
(d) In addition Underwriter with respect to the provisions of Sections 6(a), 6(b) form and 6(c) hereof, the Company content thereof. The Corporation shall in good faith discuss with the Underwriters Underwriter any circumstancefact or change in circumstances (actual, changeanticipated, event contemplated or fact contemplated in any of Section 6(a)threatened, Section 6(b) financial or Section 6(cotherwise) which is of such a nature that there is or could be reasonable doubt as to whether written notice should need be given under this Section 5.
(2) If during the period of distribution of the Offered Units there shall be any change in Canadian Securities Laws or other laws which results in any requirement to file Supplementary Material, the Underwriters under any of Section 6(a), Section 6(b) or Section 6(c) hereof Corporation will promptly prepare and shall consult file such Supplementary Material with the Underwriters with respect appropriate Securities Commissions where such filing is required, provided that the Corporation shall have allowed the Underwriter and its counsel to participate in the form preparation and content review of any Supplementary Material proposed Material.
(3) During the period from the date of this Agreement to be filed by the Companycompletion of the distribution of the Offered Units, it being understood and agreed that no such the Corporation will notify the Underwriter promptly:
(a) when any supplement to any of the Offering Documents or any Supplementary Material shall be filed with have been filed;
(b) of any request by any Securities Commission prior to amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Securities or the Over-Allotment Option for offering, sale, issuance, or grant, as applicable, in any Selling Jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the review and approval knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Securities or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the distribution of the Securities or the trading in the shares of the Corporation and, if any such order is issued, to obtain the lifting thereof by at the Underwriters and their counsel, acting reasonablyearliest possible time.
Appears in 1 contract
Samples: Underwriting Agreement
Material Change. (a) During The Company shall promptly inform the Agent (and promptly confirm such notification in writing) during the period commencing on prior to the date hereof and ending on the day the Underwriters notify Agent notifying the Company of the completion of the distribution of the Offered Units in accordance with Section 4(a) hereof, the Company shall promptly inform the Underwriters (and promptly confirm such notification in writing) hereof of the full particulars of:
(i) any material change whether actual, anticipated, contemplated, or to the knowledge of the Company, threatened or proposed, proposed in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations or in the Offering;
(ii) any material fact which has arisen or has been discovered or any new material fact that would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on or prior to the date of any of the Offering Documents;
(iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents or whether any event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, or which could result in any of the Offering Documents not complying with the Applicable Securities Laws; orLaws of any Qualifying Jurisdiction;
(iv) any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, hearing relating to the Company or Company, any Subsidiary or the Offering; or
(v) any other event or state of affairs that would reasonably be expected to be relevant to the Agent’s due diligence investigations in respect of the Offering.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters Agent any Supplementary Material which, in the opinion of the UnderwritersAgent, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters notify Agent notifies the Company of the completion of the distribution of the Offered Units, the Company will promptly inform the Underwriters Agent in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in respect of the Offering or the Company;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, any Supplementary Material, the distribution of the Offered Units Units, Compensation Options, Shares, Warrants, Warrant Shares, or the CompanyCompany or any Subsidiary;
(iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units Units, Compensation Options, Shares, Warrants, Warrant Shares, or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options Shares or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the or Compensation Options).
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company shall in good faith discuss with the Underwriters Agent any circumstance, change, event or fact contemplated in any of Section Sections 6(a), Section 6(b) or Section 6(c) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters Agent under any of Section Sections 6(a), Section 6(b) or Section 6(c) hereof and shall consult with the Underwriters Agent with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no any such Supplementary Material shall not be filed with any Securities Commission prior to the review and approval thereof by the Underwriters Agent and their counsel, acting reasonably.
Appears in 1 contract
Samples: Agency Agreement
Material Change. (a1) During The Company shall promptly inform the Underwriters (and promptly confirm such notification in writing) during the period commencing on the date hereof and ending on the day prior to the Underwriters notify notifying the Company of the completion of the distribution of the Offered Units in accordance with Section 4(a4(1) hereof, the Company shall promptly inform the Underwriters (and promptly confirm such notification in writing) hereof of the full particulars of:
(ia) any material change whether actual, anticipated, contemplated, or to the knowledge of the Company, threatened or proposed, in the Company or any Subsidiary or in any of their respective businessesbusiness, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, financial condition (financial or otherwise) or results of operations or in of the OfferingCompany and the Subsidiaries, on a consolidated basis;
(iib) any material fact which has arisen or has been discovered or any new material fact that would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on or prior to the date of any of the Offering Documents;
(iiic) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents or whether any event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, or which could result in any of the Offering Documents not complying with the Applicable Securities LawsLaws of any Qualifying Jurisdiction; or
(ivd) any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, relating to the Company or any Subsidiary or the Offering.
(b2) Subject to Section 6(d6(4), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters any Supplementary Material which, in the opinion of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions.
(c3) During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the Offered Units, the Company will promptly inform the Underwriters in writing of the full particulars of:
(ia) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in respect of the Offering or the Company;
(iib) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, the distribution of the Offered Units or the Company;
(iiic) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(ivd) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrants or Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrants or Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options).
(d4) In addition to the provisions of Sections 6(a6(1), 6(b6(2) and 6(c6(3) hereof, the Company shall in good faith discuss with the Underwriters any circumstance, change, event or fact contemplated in any of Section 6(aSections 6(1), Section 6(b6(2) or Section 6(c6(3) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters under any of Section 6(aSections 6(1), Section 6(b6(2) or Section 6(c6(3) hereof and shall consult with the Underwriters with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no any such Supplementary Material shall not be filed with any Securities Commission prior to the review and approval thereof by the Underwriters and their counsel, acting reasonablyreasonably and in a timely manner.
Appears in 1 contract
Material Change.
(a1) During The Company shall promptly inform the Underwriters (and promptly confirm such notification in writing) during the period commencing on the date hereof and ending on the day prior to the Underwriters notify notifying the Company of the completion of the distribution of the Offered Units in accordance with Section 4(a4(1) hereof, the Company shall promptly inform the Underwriters (and promptly confirm such notification in writing) hereof of the full particulars of:of:
(ia) any material change whether actual, anticipated, contemplated, or to the knowledge of the Company, threatened or proposed, in the Company or any Subsidiary or in any of their respective businessesbusiness, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, financial condition (financial or otherwise) or results of operations or in of the OfferingCompany and the Subsidiaries, on a consolidated basis;
(iib) any material fact which has arisen or has been discovered or any new material fact that would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on or prior to the date of any of the Offering Documents;
(iiic) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents or whether any event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, or which could result in any of the Offering Documents not complying with the Applicable Securities LawsLaws of any Qualifying Jurisdiction; or
(ivd) any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, relating to the Company or any Subsidiary or the Offering.
(b2) Subject to Section 6(d6(4), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters any Supplementary Material which, in the opinion of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions.Jurisdictions.
(c3) During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the Offered Units, the Company will promptly inform the Underwriters in writing of the full particulars of:of:
(ia) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in respect of the Offering or the Company;
(iib) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, the distribution of the Offered Units or the Company;
(iiic) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(ivd) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrants or Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrants or Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options).
(d4) In addition to the provisions of Sections 6(a6(1), 6(b6(2) and 6(c6(3) hereof, the Company shall in good faith discuss with the Underwriters any circumstance, change, event or fact contemplated in any of Section 6(aSections 6(1), Section 6(b6(2) or Section 6(c6(3) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters under any of Section 6(aSections 6(1), Section 6(b6(2) or Section 6(c6(3) hereof and shall consult with the Underwriters with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no any such Supplementary Material shall not be filed with any Securities Commission prior to the review and approval thereof by the Underwriters and their counsel, acting reasonably.reasonably and in a timely manner.
Appears in 1 contract
Samples: Underwriting Agreement
Material Change. (a) During the period commencing on from the date hereof and ending on the day the Underwriters notify the Company of this Agreement to the completion of the distribution of the Offered Units in accordance with Section 4(a) hereofShares under the Final Prospectus, the Company Corporation and Goldcorp (only to the extent of infromation pertaining to Goldcorp and in the case of paragraph 6(a)(iii), the Goldcorp Information) covenants and agrees with the Underwriters that it shall promptly inform notify the Underwriters (and promptly confirm such notification in writing) of the full particulars writing of:
(i) any material change whether (actual, anticipated, contemplatedcontemplated or threatened, threatened financial or proposed, otherwise) in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets)business, affairs, operations, prospectsassets, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results capital of operations or in the OfferingCorporation and the Subsidiary taken as a whole;
(ii) any material fact which has arisen or has been discovered or any new material fact that and would have been required to have been stated in the Offering Documents Preliminary Prospectus, the Final Prospectus or any Supplementary Material had that the fact arisen or been discovered on on, or prior to to, the date of any of the Offering Documents;such document; and
(iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents Preliminary Prospectus, the Final Prospectus or whether any event Supplementary Material which fact or state of facts has occurred after the date hereof, which, in any case, change is, or may be, of such a nature as to render any of statement in the Offering Documents Preliminary Prospectus, the Final Prospectus or any Supplementary Material misleading or untrue or misleading in any material respect or to which would result in any a misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, or which could result in any of the Offering Documents not complying with the Applicable Securities Laws; or
(iv) any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, relating to the Company or any Subsidiary or the Offering.
(b) Subject to Section 6(d)Preliminary Prospectus, the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) Final Prospectus or any Supplementary Material or which may be necessary under would result in the Applicable Securities LawsPreliminary Prospectus, and the Company will prepare and file promptly at the request of the Underwriters Final Prospectus or any Supplementary Material whichnot complying (to the extent that such compliance is required) with Canadian Securities Laws. The Corporation shall promptly, and in any event within any applicable time limitation, comply, to the opinion satisfaction of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal applicable filings and other requirements necessary, to continue to qualify under the Offered Units for distribution in each Securities Laws as a result of such fact or change; provided that the Corporation shall not file any Supplementary Material or other document without first obtaining from the Underwriters the approval of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until Underwriters, after consultation with the Underwriters notify the Company of the completion of the distribution of the Offered Units, the Company will promptly inform the Underwriters in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in with respect of the Offering or the Company;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectusform and content thereof, the Prospectus, the distribution of the Offered Units or the Company;
which approval will not be unreasonably withheld. The Corporation and Goldcorp (iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options).
(d) In addition extent relevant to the provisions of Sections 6(a), 6(bSelling Shareholder) and 6(c) hereof, the Company shall in good faith discuss with the Underwriters any circumstancefact or change in circumstances (actual, changeanticipated, event contemplated or fact contemplated in any of Section 6(a)threatened, Section 6(b) financial or Section 6(cotherwise) which is of such a nature that there is or could be reasonable doubt as to whether written notice should need be given to the Underwriters under any of Section this paragraph 6(a), Section 6(b) or Section 6(c) hereof and shall consult with the Underwriters with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material shall be filed with any Securities Commission prior to the review and approval thereof by the Underwriters and their counsel, acting reasonably.
Appears in 1 contract
Material Change. (a1) During the period commencing on from the date hereof and ending on the day the Underwriters notify the Company of this Agreement to the completion of the distribution of the Offered Units in accordance with Section 4(a) hereofUnits, the Company Corporation covenants and agrees with the Agents that it shall promptly inform notify the Underwriters (and promptly confirm such notification Agents in writing) of the writing with full particulars of:
(ia) any material change whether (actual, anticipated, contemplated, threatened contemplated or proposed, threatened) in respect of the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations or in the OfferingCorporation and its subsidiaries considered on a consolidated basis;
(iib) any material fact in respect of the Corporation which has arisen or has been discovered or any new material fact that and would have been required to have been stated in any of the Offering Documents had that the fact arisen or been discovered on on, or prior to to, the date of any of the Offering Documentssuch document;
(iiic) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents which fact or whether any event or state of facts has occurred after the date hereof, which, in any case, change is, or may be, of such a nature as to render any of the statement in such Offering Documents Document misleading or untrue or misleading in any material respect or to which would result in any a misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, Document or which could would result in any of the Offering Documents not complying (to the extent that such compliance is required) with the Applicable Canadian Securities Laws; or;
(ivd) any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, hearing relating to the Company or any Subsidiary Corporation or the Offering.; and
(be) Subject any actual or, to Section 6(d)the knowledge of the Corporation, proposed inquiry, action, suit, proceeding or investigation (whether formal or informal) commenced, announced or threatened, or an order made, by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including without limitation the Company will prepare CSE or any securities commission which operates to prevent or materially restrict the trading of the Common Shares or any other securities of the Corporation. The Corporation shall promptly, and file promptly (and, in any eventevent within any applicable time limitation, within comply, to the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request satisfaction of the Underwriters any Supplementary Material which, in the opinion of the UnderwritersAgents, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal applicable filings and other requirements necessary, to continue to qualify under Canadian Securities Laws as a result of such fact or change; provided that the Offered Units for distribution in each Corporation shall not file any Supplementary Material or other document without first providing the Agents with a copy of such Supplementary Material or other document and consulting with the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the Offered Units, the Company will promptly inform the Underwriters in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in Agents with respect of the Offering or the Company;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, the distribution of the Offered Units or the Company;
(iii) any notice or other correspondence received by the Company from any Governmental Authority form and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options).
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company content thereof. The Corporation shall in good faith discuss with the Underwriters Agents any circumstancefact or change in circumstances (actual, changeanticipated, event contemplated or fact contemplated in any of Section 6(a)threatened, Section 6(b) financial or Section 6(cotherwise) which is of such a nature that there is or could be reasonable doubt as to whether written notice should need be given under this Section 5.
(2) If during the period of distribution of the Offered Units there shall be any change in Canadian Securities Laws or other laws which results in any requirement to file Supplementary Material, the Underwriters under any of Section 6(a), Section 6(b) or Section 6(c) hereof Corporation will promptly prepare and shall consult file such Supplementary Material with the Underwriters with respect appropriate Securities Commissions where such filing is required, provided that the Corporation shall have allowed the Agents and its counsel to participate in the form preparation and content review of any Supplementary Material proposed Material.
(3) During the period from the date of this Agreement to be filed by the Companycompletion of the distribution of the Offered Units, it being understood and agreed that no such the Corporation will notify the Agents promptly:
(a) when any supplement to any of the Offering Documents or any Supplementary Material shall be filed with have been filed;
(b) of any request by any Securities Commission prior to amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Offered Units for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the review and approval knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Offered Units or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the distribution of the Offered Units or the trading in any securities of the Corporation and, if any such order is issued, to obtain the lifting thereof by at the Underwriters and their counsel, acting reasonablyearliest possible time.
Appears in 1 contract
Samples: Agency Agreement
Material Change. (a) During the period commencing on the date hereof and ending on the day the Underwriters notify the Company of the completion of the distribution of the Offered Units in accordance with Section 4(a) hereofShares, the Company Compton shall promptly inform the Underwriters (and promptly confirm such notification in writing) of the full particulars of:
(i) any material change whether (actual, or to the knowledge of Compton, anticipated, contemplated, threatened contemplated or proposed, threatened) in or affecting the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capitalbusiness, propertiesaffairs, operations, condition (financial or otherwise) or ), results of operations operation or in the Offeringcapital of Compton and its Subsidiaries, taken as a xxxxx;
(ii) any material fact which has arisen or has been discovered or any new material fact that and which would have been required to have been stated stated, or incorporated by reference, in the Offering Documents Final Prospectus or any Supplemental Material (collectively, the "OFFERING DOCUMENTS"), had that the fact arisen or been discovered on on, or prior to to, the date of any of the Offering Documents;, as applicable; or
(iii) any change in any material fact (which for the purposes of this Agreement shall be deemed referred to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents or whether any event or state of facts has occurred after the date hereofDocuments, which, in any case, which is, or may be, of such a nature as to render any of the Offering Documents or any statement therein untrue or misleading in any material respect or to which would result in any misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, misrepresentation or which could would result in any of the Offering Documents not complying with any of the Applicable Securities Laws; or
(iv) any notice by any governmental, judicial Laws or regulatory authority requesting any material information, which would reasonably be expected to have a significant effect on the market price or meeting or hearing, relating to value of the Company or any Subsidiary or the OfferingCommon Shares.
(b) Subject Compton shall in good faith discuss with Tristone any fact, change, event or circumstance (actual, anticipated, contemplated or threatened) which is of such a nature that there is, or could be, reasonable doubt as to whether notice should be given to the Underwriters under Section 6(d), the Company will prepare and file promptly (6(a) and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of shall consult with the Underwriters with respect to the form and content of any Supplementary Material whichamendment or document proposed to be filed by Compton under Section 6(c), in the opinion of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, prior to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictionsany such filixx xxxxg made.
(c) Compton shall promptly comply to the reasonable satisfaction of the Underwriters and the Underwriters' Counsel with all applicable filing and other requirements under the UNDERWRITING AGREEMENT COMPTON PETROLEUM CORPORATION, FEBRUARY 14, 2005 PXXX 00 OF 40 Securities Laws arising as a result of any change, fact, event or circumstance referred to in Section 6(a) and shall promptly prepare and file under the Securities Laws, within the applicable time limits prescribed under the Securities Laws, any Supplementary Material as may be required under the Securities Laws; provided that Compton shall allow the Underwriters and the Underxxxxxxx' Counsel to participate fully in the preparation of any Supplementary Material and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfil their obligations as underwriters and in order to enable the Underwriters to execute responsibly the certificate required to be executed by them in any Supplementary Material, and the Underwriters shall have approved the form of any Supplementary Material, such approval not to be unreasonably withheld and to be provided in a timely manner.
(d) During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the Offered UnitsShares, the Company Compton will promptly inform the Underwriters (and confirm such notification in writing writing) of the full particulars of:
(i) any request of any Securities Commission or any similar regulatory authority for any amendment to the Prospectuses or any Offering Document Supplementary Material or amendment to any other part of the Public Record or for any additional information in respect of the Offering or the Companyinformation;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, the distribution of the Offered Units or the Company;
(iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE TSX or any other competent authority, including any other Governmental Authority, authority of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) Compton or of the institution, institution or threat of institution ox xxxxxtution of any proceedings for that purpose purpose; and
(iii) the receipt of any communications from any of the Securities Commissions, the TSX or any notice other competent authority relating to the Prospectuses or any Supplementary Material, any other part of investigation that could potentially result in an order to cease the Public Record or suspend trading or the distribution of any securities of the Company (including Offered Units, Shares, Warrantsor the Corporation's filings under, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options)or compliance with U.S. Securities Laws.
(de) In addition If during the period of the distribution of the Offered Shares there is any change in the Securities Laws which, in the opinion of the Underwriters and the Underwriters' Counsel, acting reasonably, requires the filing of any Supplementary Material, Compton will, to the provisions reasonable satisfaction of Sections 6(athe Xxxxxwriters and the Underwriters' Counsel, promptly prepare and file such Supplementary Material with the appropriate Securities Commissions where such filing is required; provided that Compton will not file any Supplementary Material or other document without first obtaining the approval of the Underwriters, (which shall not be unreasonably withheld), 6(b) and 6(c) hereof, the Company shall in good faith discuss with the Underwriters any circumstance, change, event or fact contemplated in any of Section 6(a), Section 6(b) or Section 6(c) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters under any of Section 6(a), Section 6(b) or Section 6(c) hereof and shall consult after consulting with the Underwriters with respect to the form and content thereof.
(f) During the period of any Supplementary Material proposed to be filed by the Companydistribution of the Offered Shares, it being understood and agreed that no such Supplementary Material shall be filed with any Securities Commission prior Compton will promptly provide to the Underwriters, for review and approval thereof by the Underwriters and their counselthe Underwriters' Counsel, acting reasonablyprior to filing or issuance on a confidential basis:
(i) any financial statement of Compton;
(ii) any proposed document, includinx xxxxxut limitation any amendment to the AIF, new annual information form, material change report, business acquisition report, UNDERWRITING AGREEMENT COMPTON PETROLEUM CORPORATION, FEBRUARY 14, 2005 PXXX 00 OF 40 interim report, or information circular, which may be incorporated, or deemed to be incorporated, by reference in the Final Prospectus;
(iii) any press release of Compton; and
(iv) any report or other materiax xxx Xorporation proposes to file with or submit to the SEC.
Appears in 1 contract
Material Change. (a) During The Company shall promptly inform the Agent (and promptly confirm such notification in writing) during the period commencing on prior to the date hereof and ending on the day the Underwriters notify Agent notifying the Company of the completion of the distribution of the Offered Units in accordance with Section 4(a) hereof, the Company shall promptly inform the Underwriters (and promptly confirm such notification in writing) hereof of the full particulars of:
(i) any material change whether actual, anticipated, contemplated, or to the knowledge of the Company, threatened or proposed, proposed in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations or in the Offering;
(ii) any material fact which has arisen or has been discovered or any new material fact that would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on or prior to the date of any of the Offering Documents;
(iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents or whether any event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, or which could result in any of the Offering Documents not complying with the Applicable Securities Laws; orLaws of any Qualifying Jurisdiction;
(iv) any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, hearing relating to the Company or Company, any Subsidiary or the Offering; or
(v) any other event or state of affairs that would reasonably be expected to be relevant to the Agent's due diligence investigations in respect of the Offering.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters Agent any Supplementary Material which, in the opinion of the UnderwritersAgent, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters notify Agent notifies the Company of the completion of the distribution of the Offered Units, the Company will promptly inform the Underwriters Agent in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in respect of the Offering or the Company;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, any Supplementary Material, the distribution of the Offered Units Units, Compensation Options, Shares, Warrants, Warrant Shares, or the CompanyCompany or any Subsidiary;
(iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units Units, Compensation Options, Shares, Warrants, Warrant Shares, or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options Shares or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the or Compensation Options).
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company shall in good faith discuss with the Underwriters Agent any circumstance, change, event or fact contemplated in any of Section Sections 6(a), Section 6(b) or Section 6(c) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters Agent under any of Section Sections 6(a), Section 6(b) or Section 6(c) hereof and shall consult with the Underwriters Agent with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no any such Supplementary Material shall not be filed with any Securities Commission prior to the review and approval thereof by the Underwriters Agent and their counsel, acting reasonably.
Appears in 1 contract
Material Change. (a) During the period commencing on the date hereof and ending on the day the Underwriters notify the Company of the completion of the distribution of the Offered Units in accordance with Section 4(a) hereof, the Company If there shall promptly inform the Underwriters (and promptly confirm such notification in writing) of the full particulars of:
(i) occur any material adverse change whether actual, anticipated, contemplated, threatened or proposed, --------------- in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations Collateral or in the Offering;
(ii) any material fact which has arisen or has been discovered or any new material fact that would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on or prior to the date business of any of the Offering Documents;
(iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents or whether any event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, or which could result in any of the Offering Documents not complying with the Applicable Securities Laws; or
(iv) any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, relating to the Company or any Subsidiary Borrower or the Offering.
(b) Subject to Section 6(d)operations, the Company will prepare and file promptly (andconduct, in any eventfinancial condition or prospects thereof, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters any Supplementary Material which, in the opinion of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the Offered Units, the Company will promptly inform the Underwriters in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in respect of the Offering or the Company;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, the distribution of the Offered Units or the Company;
(iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to would have a Material Adverse Effect; ormaterial adverse effect on the ability of the Borrower to perform its obligations hereunder or under the Mortgage Note or Mortgage or on the value of the Collateral or on the validity or enforceability of the pledge thereof to the Lender;
(ivi) Upon the issuance by occurrence of any Securities CommissionEvent of Default described in subsections F or G of Section 7.1, the CSE unpaid principal amount of and accrued interest on the Note and any fees due hereunder shall automatically become due and payable, without presentment, demand, notice or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the obligation of Lender to make any further Advances shall thereupon terminate.
(ii) Upon the occurrence of any Event of Default (other than those described in subsection F or G of Section 7.1), Lender may, by written notice to Borrower, declare the unpaid principal amount of and accrued interest on the Note and any fees due hereunder to be due and payable whereupon the same shall forthwith become due and payable, without presentment, demand, notice or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the obligation of Lender to make any further Advances shall thereupon terminate. Failure of Lender to provide any such notice shall not limit or otherwise affect the rights of Lender hereunder.
(iii) Upon the occurrence of any Event of Default, Lender may do any of the following:
(a) Collect by legal proceedings all interest, principal payments and other sums payable with respect to any outstanding Advance.
(b) Foreclose upon or otherwise enforce its security interest in and Lien on the Collateral pursuant to this Agreement.
(c) Sell the Collateral in one or more lots, at one or more times, at public or private sales, in an established market therefor or otherwise, as Lender may elect, at such prices and on such terms, as to cash or credit, as Lender may deem proper, provided that every aspect of such sale or sales is commercially reasonable. With respect to any such sale or sales, a securitization of any or all of the Collateral shall be deemed to be commercially reasonable. Any sale may be made at any place designated by Lender, and Lender shall have the right to become the purchaser at any such sale which is open to the public and, to the extent permitted by law, private sales. If notice is given of the sale of any Collateral, it is agreed that notice shall be satisfactorily given for all purposes if Lender sends, via facsimile transmission, a copy of such notice to Borrower not less than fifteen (15) days prior to such sale. The foregoing notice provisions shall not preclude Lender's rights to foreclose upon the Collateral in any other competent authoritymanner permitted under the Uniform Commercial Code of the State of New York; provided that a sale of the Collateral in accordance with such notice requirements shall be deemed a disposal of the Collateral in a commercially reasonable manner. Lender shall have the right in connection with the Collateral either to sell the same as above provided, or to foreclose, xxx upon, or otherwise seek to enforce the same in its own name or in the name of Borrower as provided herein. Subject to the foregoing provisions of this paragraph, after an Event of Default shall occur and be continuing, Lender shall have the right to renew, extend the time of payment of, or otherwise amend, supplement, settle or compromise, in any manner, any obligations for the payment of money included in the Collateral, any security therefor and any other agreements, instruments, claims or chooses in action of any kind which may be included in the Collateral. Each purchaser at any sale or other disposition shall hold the Collateral free from any claim or right of whatever kind, including any other Governmental Authorityequity or right of redemption of Borrower, and Borrower specifically waives (to the extent permitted by law) all rights of redemption, stay or appraisal which it has or may have under any order to cease rule of law or suspend trading statute now existing or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options)hereafter adopted.
(d) In addition Take possession of all or any portion of the Collateral that is not already in the possession of Lender, and Borrower agrees to assemble and make available the Collateral to Lender at a convenient location. Lender may manage and protect the Collateral, do any acts which Lender deems proper to protect the Collateral as security hereunder, and xxx upon any contract or claim relating to the provisions of Sections 6(a)Collateral and receive any payments due thereon or any damages thereunder, 6(b) and 6(c) hereof, the Company shall in good faith discuss with the Underwriters any circumstance, change, event or fact contemplated in any of Section 6(a), Section 6(b) or Section 6(c) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given apply all sums received to the Underwriters under payment of the Obligations secured hereby in accordance with Section 7.2.
(e) Be entitled, without regard to the adequacy of the security for the Obligations secured hereby, to the appointment of a receiver by any court having jurisdiction, and without notice, to take possession of Section 6(a)and protect, Section 6(b) collect, manage, liquidate and sell the Collateral or Section 6(c) hereof and shall consult with any portion thereof, collect the Underwriters payments due with respect to the form Collateral or any portion thereof, and content do anything that Lender is authorized with respect thereto to do.
(f) Grant extensions of time, make any compromise or settlement it deems desirable with respect to the Collateral, or waive or release any security interest in Collateral.
(g) Exercise all rights and remedies of a secured creditor under the Uniform Commercial Code.
(h) Require Borrower to pursue, to the extent applicable, in its own name but for the benefit of Lender, any one or more of the remedies described in (a) through (g) above.
(i) All remedies are cumulative. Any failure on the part of Lender to exercise or any delay in exercising any right hereunder shall not operate as a waiver thereof, nor shall any single or partial exercise by Lender of any Supplementary Material proposed to be filed by right hereunder preclude any other exercise thereof or the Company, it being understood and agreed that no such Supplementary Material shall be filed with exercise of any Securities Commission prior to the review and approval thereof by the Underwriters and their counsel, acting reasonablyother right.
Appears in 1 contract
Samples: Loan and Security Agreement (Signature Resorts Inc)
Material Change. (a) During The Company shall promptly inform the Agent (and promptly confirm such notification in writing) during the period commencing on prior to the date hereof and ending on the day the Underwriters notify Agent notifying the Company of the completion of the distribution of the Offered Units in accordance with Section 4(a) hereof, the Company shall promptly inform the Underwriters (and promptly confirm such notification in writing) hereof of the full particulars of:of:
(i) any material change whether actual, anticipated, contemplated, or to the knowledge of the Company, threatened or proposed, proposed in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations or in the Offering;
(ii) any material fact which has arisen or has been discovered or any new material fact that would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on or prior to the date of any of the Offering Documents;
(iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents or whether any event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, or which could result in any of the Offering Documents not complying with the Applicable Securities Laws; orLaws of any Qualifying Jurisdiction;
(iv) any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, hearing relating to the Company or Company, any Subsidiary or the Offering; or
(v) any other event or state of affairs that would reasonably be expected to be relevant to the Agent’s due diligence investigations in respect of the Offering.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any Supplementary Material which may be necessary under the Applicable Securities Laws, and the Company will prepare and file promptly at the request of the Underwriters Agent any Supplementary Material which, in the opinion of the UnderwritersAgent, acting reasonably, may be necessary or advisable, and will will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters notify Agent notifies the Company of the completion of the distribution of the Offered Units, the Company will promptly inform the Underwriters Agent in writing of the full particulars of:of:
(i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in respect of the Offering or the Company;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, the Amended and Restated Prospectus, any Supplementary Material, the distribution of the Offered Units Units, Compensation Options, Shares, Warrants, Warrant Shares, or the CompanyCompany or any Subsidiary;
(iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units Units, Compensation Options, Shares, Warrants, Warrant Shares, or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options Shares or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the or Compensation Options).
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company shall in good faith discuss with the Underwriters Agent any circumstance, change, event or fact contemplated in any of Section Sections 6(a), Section 6(b) or Section 6(c) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters Agent under any of Section Sections 6(a), Section 6(b) or Section 6(c) hereof and shall consult with the Underwriters Agent with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no any such Supplementary Material shall not be filed with any Securities Commission prior to the review and approval thereof by the Underwriters Agent and their counsel, acting reasonably.reasonably.
Appears in 1 contract
Samples: Agency Agreement
Material Change. (a1) During the period commencing on from the date hereof and ending on the day the Underwriters notify the Company of this Agreement to the completion of the distribution of the Offered Units in accordance with Section 4(a) hereofShares, the Company Corporation covenants and agrees with the Underwriters that it shall promptly inform notify the Underwriters (and promptly confirm such notification in writing) of the writing with full particulars of:
(ia) any material change whether (actual, anticipated, contemplated, threatened contemplated or proposed, threatened) in respect of the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, prospects, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations or in the OfferingCorporation and its subsidiaries considered on a consolidated basis;
(iib) any material fact in respect of the Corporation which has arisen or has been discovered or any new material fact that and would have been required to have been stated in any of the Offering Documents had that the fact arisen or been discovered on on, or prior to to, the date of any of the Offering Documents;such document; and
(iiic) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents which fact or whether any event or state of facts has occurred after the date hereof, which, in any case, change is, or may be, of such a nature as to render any of the statement in such Offering Documents Document misleading or untrue or misleading in any material respect or to which would result in any a misrepresentation in any of the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, Document or which could would result in any of the Offering Documents not complying (to the extent that such compliance is required) with the Applicable Securities Laws; or
(iv) any notice by any governmental. The Corporation shall promptly, judicial or regulatory authority requesting any material information, or meeting or hearing, relating to the Company or any Subsidiary or the Offering.
(b) Subject to Section 6(d), the Company will prepare and file promptly (and, in any eventevent within any applicable time limitation, within comply with all applicable filings and other requirements under Canadian Securities Laws as a result of such fact or change; provided that the time prescribed by Applicable Securities Laws) Corporation shall not file any Supplementary Material which may be necessary under or other document without first providing the Applicable Securities LawsUnderwriters with a copy of such Supplementary Material or other document and consulting with the Underwriters with respect to the form and content thereof, and the Company will prepare and file promptly at the request of the Underwriters any Supplementary Material which, shall provide their input on same in the opinion of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary, to continue to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions.
(c) During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the Offered Units, the Company will promptly inform the Underwriters in writing of the full particulars of:
(i) any request of any Securities Commission for any amendment to any Offering Document or for any additional information in respect of the Offering or the Company;
(ii) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, the distribution of the Offered Units or the Company;
(iii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Units or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or
(iv) the issuance by any Securities Commission, the CSE or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options or Compensation Shares issuable upon the exercise of the Compensation Options) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (including Offered Units, Shares, Warrants, Warrant Shares, Compensation Options and Compensation Shares issuable upon the exercise of the Compensation Options).
(d) In addition to the provisions of Sections 6(a), 6(b) and 6(c) hereof, the Company timely manner. The Corporation shall in good faith discuss with the Underwriters any circumstancefact or change in circumstances (actual, changeanticipated, event contemplated or fact contemplated in any of Section 6(a)threatened, Section 6(b) financial or Section 6(cotherwise) which is of such a nature that there is or could be reasonable doubt as to whether written notice should need be given to under this Section 5.
(2) If, during the period of distribution of the Offered Shares, there is any change in Canadian Securities Laws or other laws which, in the opinion of the Underwriters under and their legal counsel, acting reasonably, requires the filing of any Supplementary Material, upon written notice from the Underwriters, the Corporation covenants and agrees with the Underwriters that it shall promptly prepare and file such Supplementary Material with the appropriate Securities Commissions where such filing is required; provided that the Corporation shall not file any Supplementary Material without first providing the Underwriters with a copy of Section 6(a), Section 6(b) or Section 6(c) hereof such Supplementary Material and shall consult consulting with the Underwriters with respect to the form and content thereof, and the Underwriters shall provide their input on same in a timely manner.
(3) During the period from the date of this Agreement to the completion of the distribution of the Offered Shares, the Corporation will notify the Underwriters promptly:
(a) when any supplement to any of the Offering Documents or any Supplementary Material proposed to be filed shall have been filed;
(b) of any request by the Company, it being understood and agreed that no such Supplementary Material shall be filed with any Securities Commission prior to amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Offered Shares or the Over-Allotment Option for offering, sale or grant in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the review and approval knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Offered Shares or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the distribution of the Offered Shares or the trading in the shares of the Corporation and, if any such order is issued, to obtain the lifting thereof by at the Underwriters and their counsel, acting reasonablyearliest possible time.
Appears in 1 contract
Samples: Underwriting Agreement
