Material Change. (a) The Corporation will promptly inform the Agents in writing during the period prior to the completion of the distribution of the Debentures of the full particulars of: (i) any Material Adverse Change; (ii) any material fact which has arisen or has been discovered that would have been required to have been stated in an Offering Document had that fact arisen or been discovered on or prior to the date of such Offering Document; and (iii) any change in any material fact contained in any of the Offering Documents or whether any event or state of facts has occurred after the date of this Agreement, which, in any case, could render any of the Offering Documents untrue or misleading in any material respect or result in a misrepresentation in any of the Offering Documents. (b) During the period prior to the completion of the distribution of the Debentures, the Corporation will comply with section 57 of the Securities Act (Ontario) and with the comparable provisions of other Securities Laws, and the Corporation will prepare and file promptly at the request of the Agents any Supplementary Material which, in the opinion of the Agents, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Debentures for distribution in each of the Qualifying Jurisdictions. (c) In addition to the provisions of Sections 5(a) and 5(b), the Corporation will, in good faith, discuss with the Lead Agents any change, event or fact contemplated in Section 5(a) which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Agents under Section 5(a) and will consult with the Agents with respect to the form and content of any Supplementary Material proposed to be filed by the Corporation, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval of such Supplementary Material by the Agents and their counsel (such approval not to be unreasonably withheld). (d) During the period commencing on the date hereof and ending on the date the Agents notify the Corporation of the completion of the distribution of the Debentures, the Corporation will, and will cause each of the Corporate Entities to, promptly inform the Agents of the full particulars of: (i) any request of any Securities Commission for any amendment to the Prospectus or any Supplementary Material or for any additional information in connection with the Offering; and (ii) any notice or other correspondence received by any of them from any Governmental Body commencing or threatening any investigation into any of the Corporate Entities or their businesses.
Appears in 2 contracts
Samples: Agency Agreement (CI Financial Corp.), Agency Agreement (CI Financial Corp.)
Material Change. (a) 12.1 The Corporation Issuer will promptly inform the Agents Underwriters in writing during the period prior to the completion of the distribution of the Debentures Closing Time of the full particulars of:
(ia) any Material Adverse Changechange (actual, anticipated, contemplated or threatened) in the assets, liabilities (contingent or otherwise), business, affairs, operations or capital of the Issuer;
(iib) any material fact change in any matter referred to in any Offering Document (other than any matter relating solely to any of the Underwriters); or
(c) any other fact, event or circumstance, which has arisen or has been discovered that would have been required to have been stated in an Offering Document the Final Prospectus or any Supplemental Material had that fact or change arisen or been discovered on on, or prior to to, the date of any of the Final Prospectus or any Supplemental Material or which is, or may be, of such Offering Document; and
(iii) any change in any material fact contained in a nature as to render any of the Offering Documents or whether any event or state of facts has occurred after the date of this Agreement, which, in any case, could render any of the Offering Documents statement therein untrue or misleading in any material respect or which would result in a misrepresentation in any of the Offering Documents.
(b) During the period prior to the completion Documents containing a misrepresentation or which would result in any of the distribution of the Debentures, the Corporation will comply Offering Documents not complying with section 57 any of the Securities Act (Ontario) Laws or which would reasonably be expected to have a significant effect on the market price or value of the Debentures or the Underlying Shares.
12.2 The Issuer will promptly comply with all applicable filing and with other requirements under the comparable provisions Securities Laws arising as a result of other any change, fact, event or circumstance referred to in Section 12.1 and the Issuer will prepare and the Issuer will file under all applicable Securities Laws, as promptly as possible, and the Corporation will prepare and file promptly at the request of the Agents in any Supplementary event within any time limit prescribed under applicable Securities Laws, any Supplemental Material as may be required under applicable Securities Laws or which, in the opinion of both the AgentsUnderwriters and the Issuer, acting reasonably, may be necessary or advisable; provided that the Issuer will allow the Underwriters and their counsel to participate fully in the preparation of any Supplemental Material 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 execute responsibly any certificate required to be executed by them in any Supplemental Material and the Underwriters will have approved the form of any Supplemental Material, such approval not to be unreasonably withheld and to be provided in a timely manner, and the Issuer will otherwise comply with all legal requirements necessary to continue to qualify the Debentures for distribution in each of the Qualifying Jurisdictions.
(c) 12.3 In addition to the provisions of Sections 5(a) 12.1 and 5(b)12.2, the Corporation Issuer will, in good faith, discuss with the Lead Agents Underwriters any fact, change, event or fact circumstance (actual, anticipated, contemplated in Section 5(aor threatened) which is of such a nature that there may is or could be reasonable doubt as to whether notice should be given to the Agents Underwriters under Section 5(a) 12.1 and will consult with the Agents Underwriters with respect to the form and content of any Supplementary Supplemental Material proposed to be filed by the Corporation, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval of such Supplementary Material by the Agents and their counsel (such approval not to be unreasonably withheld)Issuer.
(d) During the period commencing on the date hereof and ending on the date the Agents notify the Corporation of the completion of the distribution of the Debentures, the Corporation will, and will cause each of the Corporate Entities to, promptly inform the Agents of the full particulars of: (i) any request of any Securities Commission for any amendment to the Prospectus or any Supplementary Material or for any additional information in connection with the Offering; and (ii) any notice or other correspondence received by any of them from any Governmental Body commencing or threatening any investigation into any of the Corporate Entities or their businesses.
Appears in 2 contracts
Samples: Underwriting Agreement (Student Transportation Inc.), Underwriting Agreement (Student Transportation Inc.)
Material Change. β
(a1) The Corporation will promptly inform the Agents in writing during During the period prior from the date of this Agreement to the completion of the distribution of the Debentures of Units, the Corporation covenants and agrees with the Underwriter that it shall promptly notify the Underwriter in writing with full particulars of:
(ia) any Material Adverse Changematerial change (actual, anticipated, contemplated or threatened) in respect of the Corporation considered on a consolidated basis;
(iib) any material fact in respect of the Corporation considered on a consolidated basis which has arisen or has been discovered that and would have been required to have been stated in an any of the Offering Document Documents had that the fact arisen or been discovered on on, or prior to to, the date of such Offering Documentdocument; 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 in the Offering Documents which fact or change is, or may be, of such a nature as to render any statement in such Offering Document misleading or untrue in any material respect or which would result in a misrepresentation in the Offering Document or which would result in any of the Offering Documents or whether not complying (to the extent that such compliance is required) with Securities Laws. The Corporation shall promptly, and in any event or state of facts has occurred after within any applicable time limitation, comply, to the date of this Agreement, which, in any case, could render any satisfaction of the Offering Documents untrue Underwriter, acting reasonably, with all applicable filings and other requirements under Canadian Securities Laws as a result of such fact or misleading in any material respect or result in a misrepresentation in any of the Offering Documents.
(b) During the period prior to the completion of the distribution of the Debentures, change; provided that the Corporation will comply with section 57 of the Securities Act (Ontario) and with the comparable provisions of other Securities Laws, and the Corporation will prepare and shall not file promptly at the request of the Agents any Supplementary Material which, in or other document without first providing the opinion Underwriter with a copy of such Supplementary Material or other document and consulting with the Agents, may be necessary or advisable, and will otherwise comply Underwriter with all legal requirements necessary to continue to qualify the Debentures for distribution in each of the Qualifying Jurisdictions.
(c) In addition respect to the provisions of Sections 5(a) form and 5(b), the content thereof. The Corporation will, shall in good faith, faith discuss with the Lead Agents Underwriter any changefact or change in circumstances (actual, event anticipated, contemplated or fact contemplated in Section 5(athreatened, financial or otherwise) which is of such a nature that there may 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 Units there shall be any change in Canadian Securities Laws or other laws which results in any requirement to file Supplementary Material, the Agents under Section 5(a) Corporation will promptly prepare and will consult file such Supplementary Material with the Agents 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 to be filed by the Corporation, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval of such Supplementary Material by the Agents and their counsel (such approval not to be unreasonably withheld)Material.
(d3) During the period commencing on from the date hereof and ending on the date the Agents notify the Corporation of this Agreement to the completion of the distribution of the DebenturesUnits, the Corporation will, and will cause each notify the Underwriter promptly:
(a) when any supplement to any of the Corporate Entities to, promptly inform the Agents of the full particulars of: (i) any request of any Securities Commission for any amendment to the Prospectus 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 Units, the Over-Allotment Option or the Compensation Options for offering, sale, issuance, or grant, as applicable, in any additional information in connection with jurisdiction, or of any order suspending or preventing the Offeringuse 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 and
(iid) any notice or other correspondence received of the issuance by any Securities Commission or any stock exchange of them from any Governmental Body commencing order having the effect of ceasing or threatening any investigation into any suspending the distribution of the Corporate Entities Units or their businessesthe 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 any order ceasing or suspending the distribution of the Units or the trading in any securities 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) 6.1 The Corporation Company will promptly inform the Agents Underwriters in writing during the period prior to the completion of the distribution of the Debentures Shares of the full particulars of:
6.1.1 any material change (iwhether actual, anticipated, contemplated or proposed by, or threatened against, the Company or its subsidiaries and whether financial or otherwise) any Material Adverse Changein the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, capital or control of the Company and its subsidiaries, considered as a whole;
(ii) 6.1.2 any material fact which has arisen or has been discovered that and would have been required to have been stated in an the Offering Document Documents had that fact arisen or been discovered on on, or prior to to, the date of such any of the Offering DocumentDocuments; andor
(iii) 6.1.3 any change in any material fact or any misstatement of any material fact contained in any of the Offering Documents or whether any event event, development or state of facts that has occurred after the date of this Agreement, which, in any case, could is of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in a any misrepresentation in any of the Offering DocumentsDocuments including as a result of any of the Offering Documents 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 misleading in the light of the circumstances in which it was made or which would result in any of the Offering Documents not complying in all material respects with the Securities Laws.
(b) During the period prior to the completion of the distribution of the Debentures, the Corporation 6.2 The Company will comply with section 57 of the Securities Act (Ontario) and with the comparable provisions of the Securities Laws of the other Securities LawsQualifying Jurisdictions, and the Corporation Company will prepare and will file promptly at the request of the Agents Underwriters any Supplementary Material which, in the opinion of the AgentsUnderwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Debentures Shares for distribution in each of the Qualifying Jurisdictions.
(c) 6.3 In addition to the provisions of Sections 5(a) sections 6.1 and 5(b)6.2, the Corporation Company will, in good faith, discuss with the Lead Agents Underwriters any change, event event, development or fact contemplated in Section 5(a) sections 6.1 and 6.2 which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Agents Underwriters under Section 5(a) section 6.1 and will consult with the Agents Underwriters with respect to the form and content of any Supplementary Material proposed to be filed by the CorporationCompany, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval of such Supplementary Material by the Agents Underwriters and their counsel (such approval not to be unreasonably withheld)counsel, acting reasonably.
(d) 6.4 During the period commencing on the date hereof and ending on until the date the Agents Underwriters notify the Corporation Company of the completion of the distribution of the DebenturesShares, the Corporation will, and Company will cause each of the Corporate Entities to, promptly inform the Agents Underwriters of the full particulars of: (i) :
6.4.1 any request of any Securities Commission for any amendment to the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or for any additional information in connection with respect of the Offering; and (ii) offering of the Shares;
6.4.2 the receipt by the Company of any material communication, whether written or oral, from any Regulatory Authority or any other competent authority, relating to the Final Prospectus or the distribution of the Shares;
6.4.3 any notice or other correspondence received by any of them the Company from any Governmental Body commencing requesting any information, meeting or threatening any investigation into any hearing relating to the Company, its subsidiaries, the offering, the issue and sale of the Corporate Entities Shares or their businessesany other event or state of affairs, that the Company reasonably believes would have a Material Adverse Effect; or
6.4.4 the issuance by any Regulatory Authority or any other competent authority, of any order to cease or suspend trading or distribution of any securities of the Company 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.
Appears in 2 contracts
Samples: Underwriting Agreement (Fortuna Silver Mines Inc), Underwriting Agreement (Fortuna Silver Mines Inc)
Material Change. (a1) The Corporation will promptly inform the Agents in writing during During the period prior from the date of this Agreement to the completion of the distribution of the Debentures of Offered Shares, the Corporation covenants and agrees with the Underwriters that it shall promptly notify the Underwriters in writing with full particulars of:
(ia) any Material Adverse Changematerial change (actual, anticipated, contemplated or threatened) in respect of the Corporation considered on a consolidated basis;
(iib) any material fact in respect of the Corporation which has arisen or has been discovered that and would have been required to have been stated in an any of the Offering Document Documents had that the fact arisen or been discovered on on, or prior to to, the date of such Offering Documentdocument; 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 in the Offering Documents which fact or change is, or may be, of such a nature as to render any statement in such Offering Document misleading or untrue in any material respect or which would result in a misrepresentation in the Offering Document or which would result in any of the Offering Documents or whether not complying (to the extent that such compliance is required) with Securities Laws. The Corporation shall promptly, and in any event or state of facts has occurred after within any applicable time limitation, comply, to the date of this Agreement, which, in any case, could render any satisfaction of the Offering Documents untrue Underwriters, acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws as a result of such fact or misleading in any material respect or result in a misrepresentation in any of the Offering Documents.
(b) During the period prior to the completion of the distribution of the Debentures, change; provided that the Corporation will comply with section 57 of the Securities Act (Ontario) and with the comparable provisions of other Securities Laws, and the Corporation will prepare and shall not file promptly at the request of the Agents any Supplementary Material which, in or other document without first providing the opinion Underwriters with a copy of such Supplementary Material or other document and consulting with the Agents, may be necessary or advisable, and will otherwise comply Underwriters with all legal requirements necessary to continue to qualify the Debentures for distribution in each of the Qualifying Jurisdictions.
(c) In addition respect to the provisions of Sections 5(a) form and 5(b), the content thereof. The Corporation will, shall in good faith, faith discuss with the Lead Agents Underwriters any changefact or change in circumstances (actual, event anticipated, contemplated or fact contemplated in Section 5(athreatened, financial or otherwise) which is of such a nature that there may is or could be reasonable doubt as to whether written notice should need be given to under this Section 5.
(2) If during the Agents under Section 5(a) period of distribution of the Offered Shares there shall be any change in Canadian Securities Laws which, in the opinion of the Underwriters and will consult with their legal counsel, acting reasonably, requires the Agents with respect to the form and content filing of any Supplementary Material proposed Material, upon written notice from the Underwriters, the Corporation covenants and agrees with the Underwriters that it shall, to be filed by the Corporationsatisfaction of the Underwriters, it being understood acting reasonably, promptly prepare and agreed that no file such Supplementary Material will be filed with any the appropriate Securities Commission prior to the review and approval of Commissions where such Supplementary Material by the Agents and their counsel (such approval not to be unreasonably withheld)filing is required.
(d3) During the period commencing on from the date hereof and ending on the date the Agents notify the Corporation of this Agreement to the completion of the distribution of the DebenturesOffered Shares, the Corporation will, and will cause each of notify the Corporate Entities to, promptly inform the Agents of the full particulars of: Underwriters promptly:
(ia) when any request of any Securities Commission for any amendment supplement to the Prospectus 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 Shares or the Over-Allotment Option for offering, sale or grant in any additional information in connection with jurisdiction, or of any order suspending or preventing the Offeringuse 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 and
(iid) any notice or other correspondence received of the issuance by any Securities Commission or any stock exchange of them from any Governmental Body commencing order having the effect of ceasing or threatening any investigation into any suspending the distribution of the Corporate Entities Offered Shares or their businessesthe 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 at the earliest possible time.
Appears in 1 contract
Material Change. (a) 5.1 The Corporation Company will promptly inform the Agents in writing during the period prior to the completion of the distribution of the Debentures Shares of the full particulars of:
5.1.1 any change (iwhether actual, anticipated, contemplated or proposed by, or threatened against, the Company and whether financial or otherwise) any Material Adverse Changein the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, capital or control of the Company, considered as a whole, that would be material to the Company, considered as a whole;
(ii) 5.1.2 any material fact which has arisen or has been discovered that and would have been required to have been stated in an the Offering Document Documents had that fact arisen or been discovered on on, or prior to to, the date of such any of the Offering DocumentDocuments; andor
(iii) 5.1.3 any change in any material fact or any misstatement of any material fact contained in any of the Offering Documents or whether any event or state of facts new material fact that has occurred or been discovered after the date of this Agreement, which, in any case, could is of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in a any misrepresentation in any of the Offering DocumentsDocuments or which would result in any of the Offering Documents not complying in all material respects with Securities Laws.
(b) During the period prior to the completion of the distribution of the Debentures, the Corporation 5.2 The Company will comply with section 57 Section 6.6(1) of National Instrument 41-101 and Section 57(1) of the Securities Act (Ontario) and with the comparable provisions of other Securities Laws), and the Corporation Company will prepare and will file promptly at the request of the Agents any Supplementary Material which, in the opinion of the Agents, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Debentures Shares for distribution in each of the Qualifying Jurisdictions.
(c) 5.3 In addition to the provisions of Sections 5(a) 5.1 and 5(b)5.2, the Corporation Company will, in good faith, discuss with the Lead Agents any change, event change or fact contemplated in Section 5(a) 5.1 which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Agents under Section 5(a) 5.1 and will consult with the Agents with respect to the form and content of any Supplementary Material proposed to be filed by the CorporationCompany, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval of such Supplementary Material by the Agents and their counsel (such approval not to be unreasonably withheld)counsel, acting reasonably.
(d) During 5.4 The Company, will promptly inform the Agents in writing during the period commencing on the date hereof and ending on the date the Agents notify the Corporation of prior to the completion of the distribution of the Debentures, the Corporation will, and will cause each of the Corporate Entities to, promptly inform the Agents Shares of the full particulars of: (i) :
5.4.1 any request of any Securities Commission Regulatory Authority for any amendment to the Final Prospectus or any Supplementary Material or for any additional information in connection with respect of the Offering; and (ii) distribution of the Shares or the Company;
5.4.2 the receipt by the Company of any material communication, whether written or oral, from any Regulatory Authority relating to the Offering Documents or the distribution of the Shares;
5.4.3 any notice or other correspondence received by any of them the Company from any Governmental Body commencing requesting any information, meeting or threatening any investigation into any hearing relating to the Company, its subsidiaries, the distribution of the Corporate Entities Shares or their businessesany other event or state of affairs that the Company reasonably believes could have a Material Adverse Effect; or
5.4.4 the issuance by any Regulatory Authority of any order to cease or suspend trading or distribution of the Ordinary Shares, or of the institution, or 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 the Ordinary Shares.
Appears in 1 contract
Samples: Agency Agreement
Material Change. (a1) The Corporation will promptly inform Commencing on the Agents in writing during the period prior to date hereof and until the completion of the distribution of the Debentures of Offered Units, the full particulars Corporation shall promptly notify the Underwriter in writing of:
(ia) any Material Adverse Changechange (actual, anticipated, contemplated, proposed or threatened, financial or otherwise) to the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation and its Subsidiary taken as a whole;
(iib) any change in any material fact (which has arisen shall include the disclosure of any previously undisclosed material fact) contained in the Prospectus or has been discovered any other Supplementary Material; or
(c) the discovery of any material fact that would have been required to have been stated be disclosed in an Offering Document the Prospectus or any other Supplementary Material had that fact arisen or it been discovered on or prior to the date of such Offering Document; and
(iii) document, which is, or may be, of such a nature as to render the Prospectus or any change in any material fact contained in any of the Offering Documents other Supplementary Material misleading or whether any event or state of facts has occurred after the date of this Agreement, which, in any case, could render any of the Offering Documents untrue or misleading in any material respect or would result in a misrepresentation therein or would result in the Prospectus or any of other Supplementary Material not complying (to the Offering Documentsextent such compliance is required) with Canadian Securities Laws.
(b2) During the period prior The Corporation will promptly (and in any event within any applicable time limitation) comply with all legal requirements under Canadian Securities Laws required as a result of an event described in Section 7(1) in order to the completion of continue to qualify the distribution of the Debentures, Offered Units and the Corporation will comply with section 57 Over-Allotment Option in each of the Securities Act (Ontario) and with Qualifying Jurisdictions including the comparable prospectus amendment provisions of other the Canadian Securities Laws, and the Corporation will prepare and file promptly at to the request satisfaction of the Agents Underwriter, acting reasonably, any Supplementary Material which, in the opinion of the AgentsUnderwriter, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Debentures for distribution in each of the Qualifying Jurisdictions.
(c3) In addition to the provisions of Sections 5(aSection 7(1) and 5(bSection 7(2), the Corporation will, in good faith, discuss with the Lead Agents Underwriter any change, event or fact contemplated in Section 5(a7(1) which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Agents Underwriter under Section 5(a7(1) and will consult with the Agents Underwriter with respect to the form and content of any Supplementary Material proposed to be filed by the Corporation, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval by the Underwriter and the Underwriterβs Counsel. The Corporation shall also co-operate in all respects with the Underwriter to allow and assist the Underwriter to participate in the preparation of any Supplementary Material and to conduct all due diligence investigations during the period of distribution of the Offered Units which any of the Underwriters reasonably require in order to (i) fulfill their obligations as Underwriters under Canadian Securities Laws and (ii) enable the Underwriters to responsibly execute any certificate related to such Supplementary Material by the Agents and their counsel (such approval not required to be unreasonably withheld)executed by them and complete the Offering of the Offered Units.
(d4) During the period commencing Commencing on the date hereof and ending on the date the Agents notify the Corporation of until the completion of the distribution of the Debenturesdistribution, the Corporation will, and will cause each of shall promptly notify the Corporate Entities to, promptly inform the Agents of the full particulars Underwriter in writing of: :
(ia) any request of by any Securities Commission for that the Corporation make any amendment to the Prospectus or Preliminary Prospectus, the Final Prospectus, any Supplementary Material or for that the Corporation provide any additional information in connection with respect of the Offering; and and
(iib) the receipt by the Corporation or any notice or other correspondence received by any of them written communication from any Securities Commission or any other Governmental Body commencing or threatening any investigation into any of Authority relating to the Corporate Entities or their businessesOffering.
Appears in 1 contract
Samples: Underwriting Agreement
Material Change. (a) 6.1 The Corporation Fund and the Company will promptly inform the Agents Underwriters in writing during the period prior to the completion of the distribution of the Debentures Purchased Units of the full particulars of:
(i) 6.1.1 any Material Adverse ChangeChange (whether actual, anticipated, contemplated, proposed or threatened);
(ii) 6.1.2 any material fact which has arisen or has been discovered that and would have been required to have been stated in an Offering Document the Prospectus or any Supplementary Material had that fact arisen or been discovered on on, or prior to to, the date of such Offering Documentany of the Prospectus or any Supplementary Material; andor
(iii) 6.1.3 any change in any material fact contained in any of the Offering Documents Prospectus or any Supplementary Material or whether any event or state of facts has occurred after the date of this Agreementagreement, which, in any case, could is of such a nature as to render any of the Offering Documents Prospectus or any Supplementary Material untrue or misleading in any material respect or to result in a misrepresentation any Misrepresentation in any of the Offering DocumentsProspectus or any Supplementary Material.
(b) 6.2 During the period prior to from the date hereof until the completion of the distribution of under the DebenturesProspectus, the Corporation Fund will comply with section Section 57 of the Securities Act (Ontario) and with the comparable provisions of the other Securities Laws and any applicable U.S. Securities Laws, and the Corporation Fund and the Company will prepare prepare, with the input of the Underwriters, and the Fund will file promptly at the request of the Agents Underwriters any Supplementary Material which, in the opinion of the AgentsUnderwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary necessary, to continue to qualify the Debentures Purchased Units for distribution in each of the Qualifying Jurisdictions.
(c) 6.3 In addition to the provisions of Sections 5(a) 6.1 and 5(b)6.2, the Corporation Fund and the Company will, in good faith, discuss with the Lead Agents Underwriters any change, event or fact contemplated in Section 5(a) Sections 6.1 and 6.2 which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Agents Underwriters under Section 5(a) 6.1 and will consult with the Agents Underwriters with respect to the form and content of any Supplementary Material proposed to be filed by the CorporationFund, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval of such Supplementary Material by the Agents Underwriters and their counsel (such approval not to be unreasonably withheld)counsel, acting reasonably.
(d) During the period commencing on the date hereof and ending on the date the Agents notify the Corporation of the completion of the distribution of the Debentures, the Corporation will, and will cause each of the Corporate Entities to, promptly inform the Agents of the full particulars of: (i) any request of any Securities Commission for any amendment to the Prospectus or any Supplementary Material or for any additional information in connection with the Offering; and (ii) any notice or other correspondence received by any of them from any Governmental Body commencing or threatening any investigation into any of the Corporate Entities or their businesses.
Appears in 1 contract
Samples: Underwriting Agreement (Alaska Communications Systems Group Inc)
Material Change. (a) 5.1 The Corporation Company will promptly inform the Agents in writing during the period prior to the completion of the distribution of the Debentures Shares of the full particulars of:
5.1.1 any change (iwhether actual, anticipated, contemplated or proposed by, or threatened against, the Company and whether financial or otherwise) any Material Adverse Changein the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, capital or control of the Company, considered as a whole, that would be material to the Company, considered as a whole;
(ii) 5.1.2 any material fact which has arisen or has been discovered that and would have been required to have been stated in an the Offering Document Documents had that fact arisen or been discovered on on, or prior to to, the date of such any of the Offering DocumentDocuments; andor
(iii) 5.1.3 any change in any material fact or any misstatement of any material fact contained in any of the Offering Documents or whether any event or state of facts new material fact that has occurred or been discovered after the date of this Agreement, which, in any case, could is of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in a any misrepresentation in any of the Offering DocumentsDocuments or which would result in any of the Offering Documents not complying in all material respects with Securities Laws.
(b) During the period prior to the completion of the distribution of the Debentures, the Corporation 5.2 The Company will comply with section 57 Section 6.6(1) of National Instrument 41-101 and Section 57(1) of the Securities Act (Ontario) and with the comparable provisions of other Securities Laws), and the Corporation Company will prepare and will file promptly at the request of the Agents any Supplementary Material which, in the opinion of the Agents, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Debentures Shares for distribution in each of the Qualifying Jurisdictions.:
(c) 5.3 In addition to the provisions of Sections 5(a) 5.1 and 5(b)5.2, the Corporation Company will, in good faith, discuss with the Lead Agents any change, event change or fact contemplated in Section 5(a) 5.1 which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Agents under Section 5(a) 5.1 and will consult with the Agents with respect to the form and content of any Supplementary Material proposed to be filed by the CorporationCompany, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval of such Supplementary Material by the Agents and their counsel (such approval not to be unreasonably withheld)counsel, acting reasonably.
(d) During 5.4 The Company, will promptly inform the Agents in writing during the period commencing on the date hereof and ending on the date the Agents notify the Corporation of prior to the completion of the distribution of the Debentures, the Corporation will, and will cause each of the Corporate Entities to, promptly inform the Agents Shares of the full particulars of: (i) :
5.4.1 any request of any Securities Commission Regulatory Authority for any amendment to the Final Prospectus or any Supplementary Material or for any additional information in connection with respect of the Offering; and (ii) distribution of the Shares or the Company;
5.4.2 the receipt by the Company of any material communication, whether written or oral, from any Regulatory Authority relating to the Offering Documents or the distribution of the Shares;
5.4.3 any notice or other correspondence received by any of them the Company from any Governmental Body commencing requesting any information, meeting or threatening any investigation into any hearing relating to the Company, its subsidiaries, the distribution of the Corporate Entities Shares or their businessesany other event or state of affairs that the Company reasonably believes could have a Material Adverse Effect; or
5.4.4 the issuance by any Regulatory Authority of any order to cease or suspend trading or distribution of the Ordinary Shares, or of the institution, or 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 the Ordinary Shares.
Appears in 1 contract
Samples: Agency Agreement
Material Change. (a) 12.1 The Corporation will promptly inform the Agents Underwriters in writing during the period prior to the completion of the distribution of the Debentures Offered Securities of the full particulars of:
(ia) any Material Adverse Change;change (actual, anticipated, contemplated or, to the knowledge of the Corporation, threatened) in the assets, liabilities (contingent or otherwise), business, affairs, operations or capital of the Corporation or any of the Project Holding Group Entities or Project Operating Entities; or
(iib) any material fact change in any matter referred to in any Offering Document (other than any matter relating solely to any of the Underwriters); or
(c) any other fact, event or circumstance, which has arisen or has been discovered that would have been required to have been stated in an Offering Document the Final Shelf Prospectus, the Prospectus Supplement or any Supplemental Material had that fact or change arisen or been discovered on on, or prior to to, the date of any of the Final Shelf Prospectus, the Preliminary Prospectus Supplement, the Prospectus Supplement or any Supplemental Material, which is, or may be, of such Offering Document; and
(iii) any change in any material fact contained in a nature as to render any of the Offering Documents or whether any event or state of facts has occurred after the date of this Agreement, which, in any case, could render any of the Offering Documents statement therein untrue or misleading in any material respect or which would result in a misrepresentation in any of the Offering Documents.
(b) During the period prior to the completion Documents containing a misrepresentation or which would result in any of the distribution of the Debentures, the Corporation will comply Offering Documents not complying with section 57 any of the Securities Act (Ontario) Laws or which would reasonably be expected to have a significant effect on the market price or value of the Offered Securities.
12.2 The Corporation will promptly comply with all applicable filing and with other requirements under the comparable provisions Securities Laws arising as a result of other Securities Lawsany change, fact, event or circumstance referred to in Section 12.1 and the Corporation will prepare and the Corporation will file under all applicable Securities Laws, as promptly at the request of the Agents as possible, and in any Supplementary event within any time limit prescribed under applicable Securities Laws, any Supplemental Material as may be required under applicable Securities Laws or which, in the opinion of both the AgentsUnderwriters and the Corporation, acting reasonably, may be necessary or advisable; provided that the Corporation shall allow the Underwriters and their counsel to participate fully in the preparation of any Supplemental 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 any certificate required to be executed by them in any Supplemental Material and the Underwriters shall have approved the form of any Supplemental Material, such approval not to be unreasonably withheld and to be provided in a timely manner, and the Corporation will otherwise comply with all legal requirements necessary to continue to qualify the Debentures Offered Securities for distribution in each of the Qualifying Jurisdictions.
(c) 12.3 In addition to the provisions of Sections 5(a) 12.1 and 5(b)12.2, the Corporation will, in good faith, discuss with the Lead Agents Underwriters any fact, change, event or fact circumstance (actual, anticipated, contemplated in Section 5(aor threatened) which is of such a nature that there may is or could be reasonable doubt as to whether notice should be given to the Agents Underwriters under Section 5(a) 12.1 and will consult with the Agents Underwriters with respect to the form and content of any Supplementary Supplemental Material proposed to be filed by the Corporation, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval of such Supplementary Material by the Agents and their counsel (such approval not to be unreasonably withheld).
(d) During the period commencing on the date hereof and ending on the date the Agents notify the Corporation of the completion of the distribution of the Debentures, the Corporation will, and will cause each of the Corporate Entities to, promptly inform the Agents of the full particulars of: (i) any request of any Securities Commission for any amendment to the Prospectus or any Supplementary Material or for any additional information in connection with the Offering; and (ii) any notice or other correspondence received by any of them from any Governmental Body commencing or threatening any investigation into any of the Corporate Entities or their businesses.
Appears in 1 contract
Material Change. (a) The Corporation will shall promptly inform the Agents Underwriters (and if requested by the Underwriters, confirm such notification in writing writing) during the period prior to the Underwriters notifying the Corporation of the completion of the distribution of the Debentures Offered Shares in accordance with Section 4(a) hereof of the full particulars of:
(i) any Material Adverse Change;material change in the assets, liabilities (contingent or otherwise), business, affairs, operations or capital of the Corporation and the Subsidiaries taken together as a whole; or
(ii) any material fact which has arisen or has been discovered that would have been required to have been stated in an Offering Document had that fact arisen or been discovered on or prior to the date of such Offering Document; and
(iii) any change in any material fact contained in the Preliminary Prospectuses, the Amended Preliminary Prospectuses, the Prospectuses, the Registration Statement or any of Supplementary Material (collectively, the "Offering Documents Documents") or whether any event or state of facts has occurred after the date of this Agreementhereof, which, in any case, could 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 a any misrepresentation in any of the Offering Documents, or which would result in the Prospectuses, the Registration Statement or any Supplementary Material not complying (to the extent that such compliance is required) with Applicable the Securities Laws of any Qualifying Province or the United States.
(b) During the period prior to the completion of the distribution of the Debentures, the The Corporation will comply with section Section 57 of the Securities Act (Ontario) and with the comparable provisions of the other Securities Laws, and the Corporation will prepare and file promptly at the request of the Agents any Supplementary Material which, in the opinion of the Agents, which may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Debentures Offered Shares for distribution in each of the Qualifying JurisdictionsProvinces.
(c) In addition to the provisions of Sections 5(aSubsections 6(a) and 5(b)6(b) hereof, the Corporation will, shall in good faith, faith discuss with the Lead Agents Underwriters any change, event or fact contemplated in Section 5(aSubsections 6(a) and 6(b) which is of such a nature that there may is or could be reasonable doubt as to whether notice should be given to the Agents Underwriters under Section 5(aSubsection 6(a) hereof and will shall consult with the Agents Underwriters with respect to the form and content of any Supplementary Material amendment proposed to be filed by the Corporation, it being understood and agreed that no such Supplementary Material will amendment shall be filed with any Securities Commission prior to the review and approval of such Supplementary Material thereof by the Agents Underwriters and their counsel (such approval not to be unreasonably withheld)counsel, acting reasonably.
(d) During the period commencing on the date hereof and ending on the date the Agents notify the Corporation of the completion of the distribution of the Debentures, the Corporation will, and will cause each of the Corporate Entities to, promptly inform the Agents of the full particulars of: (i) any request of any Securities Commission for any amendment to the Prospectus or any Supplementary Material or for any additional information in connection with the Offering; and (ii) any notice or other correspondence received by any of them from any Governmental Body commencing or threatening any investigation into any of the Corporate Entities or their businesses.
Appears in 1 contract
Material Change. (a1) The Corporation will promptly inform the Agents in writing during During the period prior from the date of this Agreement to the completion of the distribution of the Debentures of Offered Units, the Corporation covenants and agrees with the Agents that it shall promptly notify the Agents in writing with full particulars of:
(ia) any Material Adverse Changematerial change (actual, anticipated, contemplated or threatened) in respect of the Corporation and its subsidiaries considered on a consolidated basis;
(iib) any material fact in respect of the Corporation which has arisen or has been discovered that and would have been required to have been stated in an any of the Offering Document Documents had that the fact arisen or been discovered on on, or prior to to, the date of such Offering Documentdocument; 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 in the Offering Documents which fact or change is, or may be, of such a nature as to render any statement in such Offering Document misleading or untrue in any material respect or which would result in a misrepresentation in the Offering Document or which would result in any of the Offering Documents or whether any event or state of facts has occurred after not complying (to the date of this Agreement, which, in any case, could render any of the Offering Documents untrue or misleading in any material respect or result in a misrepresentation in any of the Offering Documentsextent that such compliance is required) with Canadian Securities Laws.
(b2) During the period prior The Corporation shall promptly, and in any event within any applicable time limitation, comply, to the completion of the distribution of the Debentures, the Corporation will comply with section 57 of the Securities Act (Ontario) and with the comparable provisions of other Securities Laws, and the Corporation will prepare and file promptly at the request of the Agents any Supplementary Material which, in the opinion satisfaction of the Agents, may be necessary or advisableacting reasonably, and will otherwise comply with all legal applicable filings and other requirements necessary to continue to qualify the Debentures for distribution in each under Canadian Securities Laws as a result of the Qualifying Jurisdictions.
(c) In addition to the provisions of Sections 5(a) and 5(b), such fact or change; provided that the Corporation will, in good faith, discuss shall not file any Supplementary Material or other document without first providing the Agents with the Lead Agents any change, event or fact contemplated in Section 5(a) which is a copy of such a nature that there may be reasonable doubt as to whether notice should be given to the Agents under Section 5(a) Supplementary Material or other document and will consult consulting with the Agents with respect to the form and content thereof. The Corporation shall in good faith discuss with the Agents any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt whether written notice need be given under this Section 5.
(3) 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 Agents and its counsel to participate in the preparation and review of any Supplementary Material proposed to be filed by the Corporation, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval of such Supplementary Material by the Agents and their counsel (such approval not to be unreasonably withheld)Material.
(d4) During the period commencing on from the date hereof and ending on the date the Agents notify the Corporation of this Agreement to the completion of the distribution of the DebenturesOffered Units, the Corporation will, and will cause each notify the Agents promptly:
(a) when any supplement to any of the Corporate Entities to, promptly inform the Agents of the full particulars of: (i) any request of any Securities Commission for any amendment to the Prospectus 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 Units or the Over-Allotment Option for offering, sale, issuance, or grant, as applicable, in any additional information in connection with jurisdiction, or of any order suspending or preventing the Offeringuse 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 and
(iid) any notice or other correspondence received of the issuance by any Securities Commission or any stock exchange of them from any Governmental Body commencing order having the effect of ceasing or threatening any investigation into any suspending the distribution of the Corporate Entities Offered Units or their businessesthe 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 Securities or the trading in any securities 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: Agency Agreement
Material Change. (a) 5.1 The Corporation Company will promptly inform the Agents Agent in writing during the period prior to the completion of the distribution of the Debentures Shares of the full particulars of:
5.1.1 any change (iwhether actual, anticipated, contemplated or proposed by, or threatened against, the Company and whether financial or otherwise) any Material Adverse Changein the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, capital or control of the Company, considered as a whole, that would be material to the Company, considered as a whole;
(ii) 5.1.2 any material fact which has arisen or has been discovered that and would have been required to have been stated in an the Offering Document Documents had that fact arisen or been discovered on on, or prior to to, the date of such any of the Offering DocumentDocuments; andor
(iii) 5.1.3 any change in any material fact or any misstatement of any material fact contained in any of the Offering Documents or whether any event or state of facts new material fact that has occurred or been discovered after the date of this Agreement, which, in any case, could is of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in a any misrepresentation in any of the Offering DocumentsDocuments or which would result in any of the Offering Documents not complying in all material respects with Securities Laws.
(b) During the period prior to the completion of the distribution of the Debentures, the Corporation 5.2 The Company will comply with section 57 Section 6.6(1) of National Instrument 41-101 and Section 57(1) of the Securities Act (Ontario) and with the comparable provisions of other Securities Laws), and the Corporation Company will prepare and will file promptly at the request of the Agents Agent any Supplementary Material which, in the opinion of the AgentsAgent, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Debentures Shares for distribution in each of the Qualifying Jurisdictions.
(c) 5.3 In addition to the provisions of Sections 5(a) 5.1 and 5(b)5.2, the Corporation Company will, in good faith, discuss with the Lead Agents Agent any change, event change or fact contemplated in Section 5(a) 5.1 which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Agents Agent under Section 5(a) 5.1 and will consult with the Agents Agent with respect to the form and content of any Supplementary Material proposed to be filed by the CorporationCompany, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval of such Supplementary Material by the Agents Agent and their counsel (such approval not to be unreasonably withheld)its counsel, acting reasonably.
(d) During 5.4 The Company, will promptly inform the Agent in writing during the period commencing on the date hereof and ending on the date the Agents notify the Corporation of prior to the completion of the distribution of the Debentures, the Corporation will, and will cause each of the Corporate Entities to, promptly inform the Agents Shares of the full particulars of: (i) :
5.4.1 any request of any Securities Commission Regulatory Authority for any amendment to the Final Prospectus or any Supplementary Material or for any additional information in connection with respect of the Offering; and (ii) distribution of the Shares or the Company;
5.4.2 the receipt by the Company of any material communication, whether written or oral, from any Regulatory Authority relating to the Offering Documents or the distribution of the Shares;
5.4.3 any notice or other correspondence received by any of them the Company from any Governmental Body commencing requesting any information, meeting or threatening any investigation into any hearing relating to the Company, its subsidiaries, the distribution of the Corporate Entities Shares or their businessesany other event or state of affairs that the Company reasonably believes could have a Material Adverse Effect; or
5.4.4 the issuance by any Regulatory Authority of any order to cease or suspend trading or distribution of the Ordinary Shares, or of the institution, or 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 the Ordinary Shares.
Appears in 1 contract
Samples: Agency Agreement
Material Change. (a1) The Corporation will promptly inform Commencing on the Agents in writing during the period prior to date hereof and until the completion of the distribution Distribution of the Debentures of Offered Units, the full particulars Corporation shall promptly notify the Agent in writing of:
(ia) any Material Adverse Changechange (actual, anticipated, contemplated, proposed or threatened, financial or otherwise) in the Condition of the Corporation;
(iib) any change in any material fact (which has arisen shall include the disclosure of any previously undisclosed material fact) contained in the Final Prospectus or has been discovered any Supplementary Material; or
(c) the discovery of any material fact that would have been required to have been stated be disclosed in an Offering Document the Final Prospectus or any Supplementary Material had that fact arisen or it been discovered on or prior to the date of such Offering Document; and
(iii) document, which is, or may be, of such a nature as to render the Final Prospectus or any change in any material fact contained in any of the Offering Documents Supplementary Material misleading or whether any event or state of facts has occurred after the date of this Agreement, which, in any case, could render any of the Offering Documents untrue or misleading in any material respect or would result in a misrepresentation therein or would result in the Final Prospectus or any of Supplementary Material not complying (to the Offering Documentsextent such compliance is required) with Canadian Securities Laws.
(b2) During The Corporation will promptly (and in any event within any applicable time limitation) comply with all legal requirements under Canadian Securities Laws required as a result of an event described in Section 8(1) in order to continue to qualify the period prior to the completion Distribution of the distribution Offered Units, the Compensation Options (and the Compensation Unit Shares issuable upon exercise thereof and the Compensation Unit Warrant Shares issuable upon exercise of the Debentures, Compensation Unit Warrants) in an amount of 5% and the Corporation will comply with section 57 Corporate Finance Fee Unit Shares (and the Corporate Finance Fee Warrant Shares issuable upon exercise of the Securities Act (OntarioCorporate Finance Fee Unit Warrants) and with in an amount of 5% of the comparable aggregate Offered Units in each of the Qualifying Jurisdictions, including the prospectus amendment provisions of other Canadian Securities Laws, and the Corporation will prepare and file promptly at to the request satisfaction of the Agents Agent, acting reasonably, any Supplementary Material which, in the opinion of the AgentsAgent, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Debentures for distribution in each of the Qualifying Jurisdictions.
(c3) In addition to the provisions of Sections 5(aSection 8(1) and 5(bSection 8(2), the Corporation will, in good faith, discuss with the Lead Agents Agent any change, event or fact contemplated in Section 5(a8(1) which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Agents Agent under Section 5(a8(1) and will consult with the Agents Agent with respect to the form and content of any Supplementary Material proposed to be filed by the Corporation, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval of such Supplementary Material by the Agents Agent and their counsel (such approval not to be unreasonably withheld).
(d) During the period commencing on the date hereof and ending on the date the Agents notify the Corporation of the completion of the distribution of the Debentures, the Corporation will, and will cause each of the Corporate Entities to, promptly inform the Agents of the full particulars of: (i) any request of any Securities Commission for any amendment to the Prospectus or any Supplementary Material or for any additional information in connection with the Offering; and (ii) any notice or other correspondence received by any of them from any Governmental Body commencing or threatening any investigation into any of the Corporate Entities or their businesses.Agentβs
Appears in 1 contract
Samples: Agency Agreement
Material Change. (a1) The Corporation Company will promptly inform the Agents in writing during the period prior to from the date of this Agreement until the completion of the distribution of the Debentures Offered Securities of the full particulars of:
(ia) any Material Adverse ChangeChange (whether actual, anticipated, contemplated, proposed or threatened);
(iib) any material fact which Material Fact that has arisen or has been discovered that and would have been required to have been stated in an the Offering Document Documents had that fact arisen or been discovered on on, or prior to to, the date of such any of the Offering Document; andDocuments;
(iiic) any change in any material fact Material Fact contained in any of the Offering Documents or whether any event or state of facts has occurred after the date execution of this Agreement, which, in any case, could is of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in a any misrepresentation in any of the Offering DocumentsDocuments including as a result of any of the Offering Documents 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 misleading in light of the circumstances in which it was made or which would result in any of the Offering Documents not complying with applicable Securities Laws or U.S. securities laws as the case may be; or
(d) any amendment or modification to any of the constating documents of the Company.
(b2) During the period prior to the completion of the distribution of the Debentures, the Corporation The Company will comply with section Section 25 of the Securities Act (QuΓ©bec) and with Section 57 of the Securities Act (Ontario) and with the comparable provisions of the other Securities LawsLaws and any applicable U.S. federal and state securities laws, and the Corporation Company will prepare prepare, with the full participation of the Agents, and file promptly at the request of the Agents any Supplementary Material which, in the opinion of the Agents, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Debentures Offered Securities for distribution in each of the Qualifying Jurisdictions, and for the offer and sale in the United States, pursuant to this Agreement. In such event, the Company will provide to the Agents such reports, comfort letters or opinions as may reasonably be requested by the Agents.
(c3) In addition to the provisions of Sections 5(aSection 5.1(1) and 5(bSection 5.1(2), the Corporation Company will, in good faith, discuss with the Lead Agents any change, event or fact contemplated in Section 5(a5.1(1) and Section 5.1(2) which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Agents under Section 5(a5.1(1) and will consult with the Agents with respect to the form and content of any Supplementary Material proposed to be filed by the CorporationCompany, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval of such Supplementary Material by the Agents and their counsel (such approval not to be unreasonably withheld)counsel, acting reasonably.
(d4) During the period commencing on the date hereof and ending on the date the Agents notify the Corporation of the completion of the distribution of the DebenturesOffered Securities, in the event that the Company becomes aware, in any manner, of any Material Change in respect of the Business, the Corporation will, and will cause each of the Corporate Entities to, Company shall promptly inform the Agents of the full particulars of: (i) any request of any Securities Commission for any amendment to the Prospectus or any Supplementary Material or for any additional information in connection with the Offering; and (ii) any notice or other correspondence received by any of them from any Governmental Body commencing or threatening any investigation into any of the Corporate Entities or their businessesthereof.
Appears in 1 contract
Samples: Agency Agreement
Material Change. (a1) The Corporation will promptly inform the Agents in writing during During the period prior from the date of this Agreement to the completion of the distribution of the Debentures of Offered Shares, the Corporation covenants and agrees with the Underwriters that it shall promptly notify the Underwriters in writing with full particulars of:
(ia) any Material Adverse Changematerial change (actual, anticipated, contemplated or threatened) in respect of the Corporation considered on a consolidated basis;
(iib) any material fact in respect of the Corporation which has arisen or has been discovered that and would have been required to have been stated in an any of the Offering Document Documents had that the fact arisen or been discovered on on, or prior to to, the date of such Offering Documentdocument; 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 in the Offering Documents which fact or change is, or may be, of such a nature as to render any statement in such Offering Document misleading or untrue in any material respect or which would result in a misrepresentation in the Offering Document or which would result in any of the Offering Documents or whether not complying (to the extent that such compliance is required) with Securities Laws. The Corporation shall promptly, and in any event or state of facts has occurred after within any applicable time limitation, comply, to the date of this Agreement, which, in any case, could render any satisfaction of the Offering Documents untrue Underwriters, acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws as a result of such fact or misleading in any material respect or result in a misrepresentation in any of the Offering Documents.
(b) During the period prior to the completion of the distribution of the Debentures, change; provided that the Corporation will comply with section 57 of the Securities Act (Ontario) and with the comparable provisions of other Securities Laws, and the Corporation will prepare and shall not file promptly at the request of the Agents any Supplementary Material which, in or other document without first providing the opinion Underwriters with a copy of such Supplementary Material or other document and consulting with the Agents, may be necessary or advisable, and will otherwise comply Underwriters with all legal requirements necessary to continue to qualify the Debentures for distribution in each of the Qualifying Jurisdictions.
(c) In addition respect to the provisions of Sections 5(a) form and 5(b), the content thereof. The Corporation will, shall in good faith, faith discuss with the Lead Agents Underwriters any changefact or change in circumstances (actual, event anticipated, contemplated or fact contemplated in Section 5(athreatened, financial or otherwise) which is of such a nature that there may is or could be reasonable doubt as to whether written notice should need be given to under this Section 5.
(2) If during the Agents under Section 5(a) period of distribution of the Offered Shares there shall be any change in Canadian Securities Laws which, in the opinion of the Underwriters and will consult with their legal counsel, acting reasonably, requires the Agents with respect to the form and content filing of any Supplementary Material proposed Material, upon written notice from the Underwriters, the Corporation covenants and agrees with the Underwriters that it shall, to be filed by the Corporationsatisfaction of the Underwriters, it being understood acting reasonably, promptly prepare and agreed that no file such Supplementary Material will be filed with any the appropriate Securities Commission prior to the review and approval of Commissions where such Supplementary Material by the Agents and their counsel (such approval not to be unreasonably withheld)filing is required.
(d3) During the period commencing on from the date hereof and ending on the date the Agents notify the Corporation of this Agreement to the completion of the distribution of the DebenturesOffered Shares, the Corporation will, and will cause each of notify the Corporate Entities to, promptly inform the Agents of the full particulars of: Underwriters promptly:
(ia) when any request of any Securities Commission for any amendment supplement to the Prospectus 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 Shares or the Over -Allotment Option for offering, sale or grant in any additional information in connection with jurisdiction, or of any order suspending or preventing the Offeringuse 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 and
(iid) any notice or other correspondence received of the issuance by any Securities Commission or any stock exchange of them from any Governmental Body commencing order having the effect of ceasing or threatening any investigation into any suspending the distribution of the Corporate Entities Offered Shares or their businessesthe 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 at the earliest possible time.
Appears in 1 contract
Material Change. β
(a1) The Corporation will promptly inform the Agents in writing during During the period prior from the date of this Agreement to the completion of the distribution of the Debentures of Offered Units, the Corporation covenants and agrees with the Underwriters that it shall promptly notify the Underwriters in writing with full particulars of:
(ia) any Material Adverse Changematerial change (actual, anticipated, contemplated or threatened) in respect of the Corporation and its subsidiaries considered on a consolidated basis;
(iib) any material fact in respect of the Corporation which has arisen or has been discovered that and would have been required to have been stated in an any of the Offering Document Documents had that the fact arisen or been discovered on on, or prior to to, the date of such Offering Documentdocument; 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 in the Offering Documents which fact or change is, or may be, of such a nature as to render any statement in such Offering Document misleading or untrue in any material respect or which would result in a misrepresentation in the Offering Document or which would result in any of the Offering Documents or whether not complying (to the extent that such compliance is required) with Canadian Securities Laws. The Corporation shall promptly, and in any event or state of facts has occurred after within any applicable time limitation, comply, to the date of this Agreement, which, in any case, could render any satisfaction of the Offering Documents untrue Underwriters, acting reasonably, with all applicable filings and other requirements under Canadian Securities Laws as a result of such fact or misleading in any material respect or result in a misrepresentation in any of the Offering Documents.
(b) During the period prior to the completion of the distribution of the Debentures, change; provided that the Corporation will comply with section 57 of the Securities Act (Ontario) and with the comparable provisions of other Securities Laws, and the Corporation will prepare and shall not file promptly at the request of the Agents any Supplementary Material which, in or other document without first providing the opinion Underwriters with a copy of such Supplementary Material or other document and consulting with the Agents, may be necessary or advisable, and will otherwise comply Underwriters with all legal requirements necessary to continue to qualify the Debentures for distribution in each of the Qualifying Jurisdictions.
(c) In addition respect to the provisions of Sections 5(a) form and 5(b), the content thereof. The Corporation will, shall in good faith, faith discuss with the Lead Agents Underwriters any changefact or change in circumstances (actual, event anticipated, contemplated or fact contemplated in Section 5(athreatened, financial or otherwise) which is of such a nature that there may 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 Agents under Section 5(a) Corporation will promptly prepare and will consult file such Supplementary Material with the Agents with respect appropriate Securities Commissions where such filing is required, provided that the Corporation shall have allowed the Underwriters and its counsel to participate in the form preparation and content review of any Supplementary Material proposed to be filed by the Corporation, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval of such Supplementary Material by the Agents and their counsel (such approval not to be unreasonably withheld)Material.
(d3) During the period commencing on from the date hereof and ending on the date the Agents notify the Corporation of this Agreement to the completion of the distribution of the DebenturesOffered Units, the Corporation will, and will cause each notify the Underwriters promptly:
(a) when any supplement to any of the Corporate Entities to, promptly inform the Agents of the full particulars of: (i) any request of any Securities Commission for any amendment to the Prospectus 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 Units or the Over-Allotment Option for offering, sale, issuance, or grant, as applicable, in any additional information in connection with jurisdiction, or of any order suspending or preventing the Offeringuse 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 and
(iid) any notice or other correspondence received of the issuance by any Securities Commission or any stock exchange of them from any Governmental Body commencing order having the effect of ceasing or threatening any investigation into any suspending the distribution of the Corporate Entities Offered Units or their businessesthe 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 at the earliest possible time.
Appears in 1 contract
Samples: Underwriting Agreement
Material Change. (a) The Corporation Company will promptly inform the Agents Agent in writing during the period prior to the completion of the distribution of the Debentures Units of the full particulars of:
(i) any Material Adverse Changematerial change;
(ii) any material fact which has arisen or has been discovered that would have been required to have been stated in an Offering Document had that fact arisen or been discovered on or prior to the date of such Offering Document; and
(iii) any change in any material fact contained in any of the Offering Documents or whether any event or state of facts has occurred after the date of this Agreement, which, in any case, could render any of the Offering Documents untrue or misleading in any material respect or result in a misrepresentation in any of the Offering Documents.
(b) During the period prior to the completion of the distribution of the DebenturesUnits, the Corporation Company will comply with section 57 of the Securities Act (Ontario) and with the comparable provisions of other Securities Lawssecurities laws, and the Corporation Company will prepare and file promptly at the request of the Agents Agent any Supplementary Material which, in the reasonable opinion of the AgentsAgent, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Debentures Units for distribution in each of the Qualifying Jurisdictions.
(c) In addition to the provisions of Sections 5(a) and 5(b), the Corporation Company will, in good faith, discuss with the Lead Agents Agent any change, event or fact contemplated in Section 5(a) which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Agents it under Section 5(a) and will consult with the Agents Agent with respect to the form and content of any Supplementary Material proposed to be filed by the CorporationCompany, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval of such Supplementary Material by the Agents and their counsel Agent (such approval not to be unreasonably withheldwithheld or delayed).
(d) During the period commencing on the date hereof and ending on the date the Agents notify Agent notifies the Corporation Company of the completion of the distribution of the DebenturesUnits, the Corporation Company will, and will cause each of the Corporate Entities to, promptly inform the Agents of the full particulars of: (i) any request of any Securities Commission for any amendment to the Prospectus or any Supplementary Material or for any additional information in connection with the Offering; and and
(ii) any notice or other correspondence received by any of them from any Governmental Body commencing or threatening any investigation into any of the Corporate Entities or their businessesbusinesses to the extent any such investigation could reasonably be expected to result in a Material Adverse Change.
Appears in 1 contract
Samples: Agency Agreement
Material Change. (a) The During the period of distribution of the Debentures, the Corporation will promptly inform notify the Agents Underwriters in writing during the period prior to the completion of the distribution of the Debentures of the full particulars of:
(i) any Material Adverse Changematerial change, or any development involving a prospective material change, in the condition, financial or otherwise, or in the results of operations, business affairs or management of the Corporation and its Subsidiaries considered as a whole, whether or not arising in the ordinary course of business, from that set forth in any Offering Document;
(ii) any material fact which has arisen or has been discovered that and would have been required under Canadian Securities Laws to have been stated in an Offering Document had that the fact arisen or been discovered on on, or prior to to, the date of such Offering Document; and
(iii) any change in any material fact contained in any Offering Document or the occurrence or existence of any event, as a result of which it is necessary to amend or supplement the Offering Document (A) in order that the Offering Document will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the Offering Documents circumstances existing at the time it is delivered to a purchaser, or whether any event or state of facts has occurred after the date of this Agreement, which, (B) in any case, could render any of the Offering Documents untrue or misleading in any material respect or result in a misrepresentation in any of the Offering Documentsorder to comply with Canadian Securities Laws.
(b) During the period prior to the completion of the distribution of the Debentures, the Corporation will promptly, and in any event within any applicable time limitation, comply with section 57 all applicable filings and other requirements under Canadian Securities Laws as a result of the Securities Act (Ontario) and with the comparable provisions of other Securities Laws, and such fact or change; provided that the Corporation will prepare and not file promptly at the request of the Agents any Supplementary Material which, in or other document without first providing a copy to and obtaining the opinion approval of the AgentsUnderwriters, may which approval will not be necessary unreasonably withheld or advisabledelayed, and will otherwise comply with all legal requirements necessary to continue to qualify the Debentures for distribution in each of the Qualifying Jurisdictions; it being understood that any such approval will not constitute a waiver of the conditions set forth in Section 9. Prior to the filing of such Supplementary Material, the Corporation will provide to the Underwriters and their counsel reasonable access during normal business hours to the officers, employees, facilities, books and records of the Corporation and its Subsidiaries in order to conduct all due diligence which the Underwriters may reasonably require to conduct in order to fulfill their obligations as Underwriters and in order to enable the Underwriters to execute any certificates required to be executed by the Underwriters in the Supplementary Material.
(c) In addition to the provisions of Sections Subsections 5(a) and 5(b), the Corporation will, will in good faith, faith discuss with the Lead Agents Underwriters any change, event or fact contemplated in Section Subsection 5(a) which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Agents Underwriters under Section 5(a) and will consult with the Agents with respect to the form and content of any Supplementary Material proposed to be filed by the Corporation, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval of such Supplementary Material by the Agents and their counsel (such approval not to be unreasonably withheld)Subsection.
(d) If at any time during the period of distribution of the Debentures, any event referred to in Paragraphs 5(a)(i), 5(a)(ii) or 5(a)(iii) will have occurred as a result of which it is necessary in the opinion of counsel to the Underwriters or the Corporation, acting reasonably, to file any Supplementary Material, the Corporation will prepare and file promptly with the Canadian Securities Regulators and deliver to the Underwriters any Supplementary Material which, in the opinion of counsel to the Underwriters or the Corporation, acting reasonably, may be necessary or advisable in order to ensure that any Offering Document does not contain any misrepresentation or untrue statement of a material fact or omission of a material fact for the purposes of Canadian Securities Laws.
(e) During the period commencing on the date hereof and ending on the date the Agents notify the Corporation of the completion of the distribution of the Debentures, the Corporation willwill advise the Underwriters promptly after receiving notice or obtaining knowledge thereof, and will cause each of the Corporate Entities to, promptly inform the Agents of the full particulars of: :
(i) the time when any Supplementary Material has been filed;
(ii) any request of any Canadian Securities Commission Regulator for any amendment to the Prospectus or any Supplementary Material or for any additional information in connection with information;
(iii) the issuance by any Canadian Securities Regulator or other regulatory authority of any cease trading order relating to the Common Shares or other securities of the Corporation or any of its Subsidiaries, or the institution or threat of institution of any proceedings for that purpose; or
(iv) the receipt by the Corporation of any communication from any Canadian Securities Regulator or other regulatory authority relating to any Offering Document or the Offering; and (ii) . The Corporation will use its best efforts to prevent the issuance of any notice such cease trading or other correspondence received by any of them from any Governmental Body commencing or threatening any investigation into any of stop order and, if issued, to obtain the Corporate Entities or their businesseswithdrawal thereof as soon as possible.
Appears in 1 contract
Samples: Underwriting Agreement
Material Change. (a) The Corporation REIT will promptly inform the Agents Underwriters in writing during the period prior to the completion of the distribution of the Debentures Subscription Receipts of the full particulars of:
(i) any Material Adverse Change;
(ii) any material fact which has arisen or has been discovered that would have been required to have been stated in an Offering Document had that fact arisen or been discovered on or prior to the date of such Offering Document; and
(iii) any change in any material fact contained in any of the Offering Documents or whether any event or state of facts has occurred after the date of this Agreement, which, in any case, could render any of the Offering Documents untrue or misleading in any material respect or result in a misrepresentation in any of the Offering Documents.
(b) During the period prior to the completion of the distribution of the DebenturesSubscription Receipts, the Corporation REIT will comply with section 57 of the Securities Act (Ontario) and with the comparable provisions of the other Securities Laws, and the Corporation REIT will prepare and file promptly at the request of the Agents Underwriters any Supplementary Material which, in the opinion of the AgentsUnderwriters, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Debentures Subscription Receipts for distribution in each of the Qualifying JurisdictionsJurisdictions and the United States.
(c) In addition to the provisions of Sections 5(a) and 5(b), the Corporation REIT will, in good faith, discuss with the Lead Agents Underwriters any change, event or fact contemplated in Section Sections 5(a) and 5(b) which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Agents Underwriters under Section 5(a) and will consult with the Agents Underwriters with respect to the form and content of any Supplementary Material proposed to be filed by the CorporationREIT, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval of such Supplementary Material by the Agents Underwriters and their counsel (such approval not to be unreasonably withheld).
(d) During the period commencing on the date hereof and ending on the date the Agents Underwriters notify the Corporation REIT of the completion of the distribution of the DebenturesSubscription Receipts, the Corporation REIT will, and will cause each of the Corporate REIT Entities to, promptly inform the Agents Underwriters of the full particulars of: (i) any request of any Securities Commission for any amendment to the Preliminary Prospectus, the Prospectus or any Supplementary Material or for any additional information in connection with the Offering; and (ii) any notice or other correspondence received the issuance by any of them from Securities Commission, the TSX or any other Governmental Body commencing of any order to cease or threatening suspend trading of any investigation into any securities of the Corporate Entities REIT or their businesses.of the institution or threat of institution of any proceedings for that purpose; and
Appears in 1 contract
Samples: Underwriting Agreement
Material Change. (a) 5.1 The Corporation Company, CanArgo and the Selling Shareholder will promptly inform the Agents in writing during the period prior to the completion of the distribution of the Debentures Shares of the full particulars of:
5.1.1 any change (iwhether actual, anticipated, contemplated or proposed by, or threatened against, the Company and whether financial or otherwise) any Material Adverse Changein the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations,β capital or control of the Company, considered as a whole, that would be material to the Company, considered as a whole;
(ii) 5.1.2 any material fact which has arisen or has been discovered that and would have been required to have been stated in an the Offering Document Documents had that fact arisen or been discovered on on, or prior to to, the date of such any of the Offering DocumentDocuments; andor
(iii) 5.1.3 any change in any material fact or any misstatement of any material fact contained in any of the Offering Documents or whether any event or state of facts new material fact that has occurred or been discovered after the date of this Agreement, which, in any case, could is of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in a any misrepresentation in any of the Offering DocumentsDocuments or which would result in any of the Offering Documents not complying in all material respects with Securities Laws.
(b) During the period prior to the completion of the distribution of the Debentures, the Corporation 5.2 The Company will comply with section 57 Section 115 of the Securities Act (OntarioAlberta) and with the comparable provisions of the Securities Laws of the other Securities LawsQualifying Jurisdictions, and the Corporation Company will prepare and will file promptly at the request of the Agents any Supplementary Material which, in the opinion of the Agents, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Debentures Shares for distribution in each of the Qualifying JurisdictionsJurisdictions and each of CanArgo and the Selling Shareholder shall cooperate with and assist the Company, acting reasonably, for purposes of facilitating compliance by the Company with the provisions of this Section 5.2.
(c) 5.3 In addition to the provisions of Sections 5(a) 5.1 and 5(b)5.2, the Corporation Company, CanArgo and the Selling Shareholder will, in good faith, discuss with the Lead Agents any change, event change or fact contemplated in Section 5(a) 5.1 which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Agents under Section 5(a) 5.1 and will consult with the Agents with respect to the form and content of any Supplementary Material proposed to be filed by the CorporationCompany, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval of such Supplementary Material by the Agents and their counsel (such approval not to be unreasonably withheld)counsel, acting reasonably.
(d) During 5.4 The Company, CanArgo and the Selling Shareholder, as applicable, will promptly inform the Agents in writing during the period commencing on the date hereof and ending on the date the Agents notify the Corporation of prior to the completion of the distribution of the Debentures, the Corporation will, and will cause each of the Corporate Entities to, promptly inform the Agents Shares of the full particulars of: (i) :
5.4.1 any request of any Securities Commission Regulatory Authority for any amendment to the Final Prospectus or any Supplementary Material or for any additional information in connection with respect of the Offering; and (ii) distribution of the Shares, the Company, CanArgo or the Selling Shareholder;
5.4.2 the receipt by the Company, CanArgo or the Selling Shareholder of any material communication, whether written or oral, from any Regulatory Authority relating to the Offering Documents or the distribution of the Shares;
5.4.3 any notice or other correspondence received by any of them the Company, CanArgo or the Selling Shareholder from any Governmental Body commencing requesting any information, meeting or threatening any investigation into any hearing relating to the Company, its subsidiaries, the distribution of the Corporate Entities Shares or their businessesany other event or state of affairs that the Company or the Selling Shareholder reasonably believes could have a Material Adverse Effect; or
5.4.4 the issuance by any Regulatory Authority of any order to cease or suspend trading or distribution of the Ordinary Shares, or of the institution, or 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 the Ordinary Shares.
Appears in 1 contract
Samples: Agency Agreement
Material Change. (a1) The Corporation will promptly inform the Agents in writing during During the period prior from the date of this Agreement to the completion of the distribution of the Debentures of Offered Securities, the Corporation covenants and agrees with the Underwriters that it shall promptly notify the Underwriters in writing with full particulars of:
(ia) any Material Adverse Changematerial change (actual, anticipated, contemplated or threatened) in respect of the Corporation or the Subsidiaries considered on a consolidated basis;
(iib) any material fact in respect of the Corporation which has arisen or has been discovered that and would have been required to have been stated in an any of the Offering Document Documents had that the fact arisen or been discovered on on, or prior to to, the date of such Offering Documentdocument; 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 in the Offering Documents which fact or change is, or may be, of such a nature as to render any statement in such Offering Document misleading or untrue in any material respect or which would result in a misrepresentation in the Offering Document or which would result in any of the Offering Documents or whether any event or state of facts has occurred after not complying (to the extent that such compliance is required) with Securities Laws.
(2) During the period from the date of this Agreement, which, in any case, could render any of the Offering Documents untrue or misleading in any material respect or result in a misrepresentation in any of the Offering Documents.
(b) During the period prior Agreement to the completion of the distribution of the DebenturesOffered Securities, the Corporation will comply with section 57 shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Lead Underwriter, acting reasonably, with all applicable filings and other requirements under Canadian Securities Act (Ontario) 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 Lead Underwriter with a copy of such Prospectus Amendment or other document and consulting with the comparable provisions of other Securities Laws, and the Corporation will prepare and file promptly at the request of the Agents any Supplementary Material which, in the opinion of the Agents, may be necessary or advisable, and will otherwise comply Lead Underwriter with all legal requirements necessary to continue to qualify the Debentures for distribution in each of the Qualifying Jurisdictions.
(c) In addition respect to the provisions of Sections 5(a) form and 5(b), the content thereof. The Corporation will, shall in good faith, faith discuss with the Lead Agents Underwriter any changefact or change in circumstances (actual, event anticipated, contemplated or fact contemplated in Section 5(athreatened, financial or otherwise) which is of such a nature that there may is or could be reasonable doubt as to whether written notice should need be given to the Agents under this Section 5(a) and will consult with the Agents with respect to the form and content of any Supplementary Material proposed to be filed by the Corporation, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval of such Supplementary Material by the Agents and their counsel (such approval not to be unreasonably withheld)6.
(d3) 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 Lead Underwriters and its counsel to participate in the preparation and review of any Prospectus Amendment.
(4) During the period commencing on from the date hereof and ending on the date the Agents notify the Corporation of this Agreement to the completion of the distribution of the DebenturesOffered Securities, the Corporation will, and will cause each notify the Lead Underwriter promptly:
(a) when any Prospectus Amendment has been filed;
(b) of the Corporate Entities to, promptly inform the Agents of the full particulars of: (i) any request of by any Securities Commission for any amendment to the Prospectus or any Supplementary Material Amendment or for any additional information in connection with information;
(c) of the Offering; and (ii) any notice or other correspondence received by any suspension of them from any Governmental Body commencing or threatening any investigation into the qualification of any of the Corporate Entities Offered Securities for offering, sale, issuance, or their businessesgrant, 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 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 at the earliest possible time.
Appears in 1 contract
Material Change. (a) 5.1 The Corporation Company, CanArgo and the Selling Shareholder will promptly inform the Agents in writing during the period prior to the completion of the distribution of the Debentures Shares of the full particulars of:
5.1.1 any change (iwhether actual, anticipated, contemplated or proposed by, or threatened against, the Company and whether financial or otherwise) any Material Adverse Changein the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, capital or control of the Company, considered as a whole, that would be material to the Company, considered as a whole;
(ii) 5.1.2 any material fact which has arisen or has been discovered that and would have been required to have been stated in an the Offering Document Documents had that fact arisen or been discovered on on, or prior to to, the date of such any of the Offering DocumentDocuments; andor
(iii) 5.1.3 any change in any material fact or any misstatement of any material fact contained in any of the Offering Documents or whether any event or state of facts new material fact that has occurred or been discovered after the date of this Agreement, which, in any case, could is of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in a any misrepresentation in any of the Offering DocumentsDocuments or which would result in any of the Offering Documents not complying in all material respects with Securities Laws.
(b) During the period prior to the completion of the distribution of the Debentures, the Corporation 5.2 The Company will comply with section 57 Section 115 of the Securities Act (OntarioAlberta) and with the comparable provisions of the Securities Laws of the other Securities LawsQualifying Jurisdictions, and the Corporation Company will prepare and will file promptly at the request of the Agents any Supplementary Material which, in the opinion of the Agents, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Debentures Shares for distribution in each of the Qualifying JurisdictionsJurisdictions and each of CanArgo and the Selling Shareholder shall cooperate with and assist the Company, acting reasonably, for purposes of facilitating compliance by the Company with the provisions of this Section 5.2.
(c) 5.3 In addition to the provisions of Sections 5(a) 5.1 and 5(b)5.2, the Corporation Company, CanArgo and the Selling Shareholder will, in good faith, discuss with the Lead Agents any change, event change or fact contemplated in Section 5(a) 5.1 which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Agents under Section 5(a) 5.1 and will consult with the Agents with respect to the form and content of any Supplementary Material proposed to be filed by the CorporationCompany, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval of such Supplementary Material by the Agents and their counsel (such approval not to be unreasonably withheld)counsel, acting reasonably.
(d) During 5.4 The Company, CanArgo and the Selling Shareholder, as applicable, will promptly inform the Agents in writing during the period commencing on the date hereof and ending on the date the Agents notify the Corporation of prior to the completion of the distribution of the Debentures, the Corporation will, and will cause each of the Corporate Entities to, promptly inform the Agents Shares of the full particulars of: (i) :
5.4.1 any request of any Securities Commission Regulatory Authority for any amendment to the Final Prospectus or any Supplementary Material or for any additional information in connection with respect of the Offering; and (ii) distribution of the Shares, the Company, CanArgo or the Selling Shareholder;
5.4.2 the receipt by the Company, CanArgo or the Selling Shareholder of any material communication, whether written or oral, from any Regulatory Authority relating to the Offering Documents or the distribution of the Shares;
5.4.3 any notice or other correspondence received by any of them the Company, CanArgo or the Selling Shareholder from any Governmental Body commencing requesting any information, meeting or threatening any investigation into any hearing relating to the Company, its subsidiaries, the distribution of the Corporate Entities Shares or their businessesany other event or state of affairs that the Company or the Selling Shareholder reasonably believes could have a Material Adverse Effect; or
5.4.4 the issuance by any Regulatory Authority of any order to cease or suspend trading or distribution of the Ordinary Shares, or of the institution, or 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 the Ordinary Shares.
Appears in 1 contract
Material Change. (a) The Corporation Company will promptly inform the Agents Agent in writing during the period prior to the completion of the distribution of the Debentures Units of the full particulars of:
(i) any Material Adverse Changematerial change;
(ii) any material fact which has arisen or has been discovered that would have been required to have been stated in an Offering Document had that fact arisen or been discovered on or prior to the date of such Offering Document; and
(iii) any change in any material fact contained in any of the Offering Documents or whether any event or state of facts has occurred after the date of this Agreement, which, in any case, could render any of the Offering Documents untrue or misleading in any material respect or result in a misrepresentation in any of the Offering Documents.
(b) During the period prior to the completion of the distribution of the DebenturesUnits, the Corporation Company will comply with section 57 of the Securities Act (Ontario) and with the comparable provisions of other Securities Lawssecurities laws, and the Corporation Company will prepare and file promptly at the request of the Agents Agent any Supplementary Material which, in the reasonable opinion of the AgentsAgent, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Debentures Units for distribution in each of the Qualifying Jurisdictions.
(c) In addition to the provisions of Sections 5(a) and 5(b), the Corporation Company will, in good faith, discuss with the Lead Agents Agent any change, event or fact contemplated in Section 5(a) which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Agents Agent under Section 5(a) and will consult with the Agents Agent with respect to the form and content of any Supplementary Material proposed to be filed by the CorporationCompany, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval of such Supplementary Material by the Agents and their counsel Agent (such approval not to be unreasonably withheldwithheld or delayed).
(d) During the period commencing on the date hereof and ending on the date the Agents notify Agent notifies the Corporation Company of the completion of the distribution of the DebenturesUnits, the Corporation Company will, and will cause each of the Corporate Entities to, promptly inform the Agents Agent of the full particulars of: (i) any request of any Securities Commission for any amendment to the Prospectus or any Supplementary Material or for any additional information in connection with the Offering; and (ii) any notice or other correspondence received by any of them from any Governmental Body commencing or threatening any investigation into any of the Corporate Entities or their businessesbusinesses to the extent any such investigation could reasonably be expected to result in a Material Adverse Change.
Appears in 1 contract
Samples: Agency Agreement
