No Misstatement or Omission. At the respective times each part of the Registration Statement and each amendment thereto became effective, the Registration Statement complied in all material respects with the Securities Act and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. On the date the Canadian Prospectus Supplement was filed with the Canadian Securities Regulators, the date the U.S. Prospectus Supplement was filed with the Commission, at each Applicable Time and on each Settlement Date, (A) the Canadian Prospectus, together with any Supplementary Material, as of the date thereof, did and will comply in all material respects with the requirements of the Canadian Securities Laws pursuant to which it has been filed and did and will provide full, true and plain disclosure of all material facts (as defined in the Canadian Securities Laws) relating to the Company and the Material Subsidiaries (as defined below) (taken as a whole) and to the Placement Shares and did not and will not contain any misrepresentation (as defined in the Canadian Securities Laws), and (B) the U.S. Prospectus did and will conform to the Canadian Prospectus except for such deletions or changes therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations and the U.S. Prospectus did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statement therein, in the light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with, information furnished to the Company by the Agents specifically for use in the preparation thereof.
Appears in 3 contracts
Samples: Sales Agreement (Avino Silver & Gold Mines LTD), Seabridge Gold Inc, Seabridge Gold Inc
No Misstatement or Omission. At the respective times each part of the Registration Statement and each amendment thereto became effective, the Registration Statement complied in all material respects with the Securities Act and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. On the date the Canadian Prospectus Supplement was filed with the Canadian Securities Regulators, the date the U.S. Prospectus Supplement was filed with the Commission, at each Applicable Time and on each Settlement Date, (A) the Canadian Prospectus, together with any Supplementary Material, as of the date thereof, did and will comply in all material respects with the requirements of the Canadian Securities Laws pursuant to which it has been filed and did and will provide full, true and plain disclosure of all material facts (as defined in the Canadian Securities Laws) relating to the Company and the Material Subsidiaries (as defined below) (taken as a whole) and to the Placement Shares and did not and will not contain any misrepresentation (as defined in the Canadian Securities Laws), and (B) the U.S. Prospectus did and will conform to the Canadian Prospectus except for such deletions or changes therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations and the U.S. Prospectus did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statement therein, in the light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with, information furnished to the Company by the Agents Agent specifically for use in the preparation thereof.
Appears in 2 contracts
Samples: Sales Agreement (Avino Silver & Gold Mines LTD), Energy Fuels Inc
No Misstatement or Omission. At the respective times each Each part of the Registration Statement and each amendment thereto Statement, when such part became or becomes effective, at any deemed effective date pursuant to Form F-10 and the Registration Statement complied Rules and Regulations on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, the U.S. Prospectus, on the date of filing thereof with the Commission and at each Applicable Time and Settlement Date, conformed in all material respects or will conform in all material respects with the requirements of the Securities Act and the Rules and Regulations, and the Canadian Prospectus, on the date of filing thereof with the Canadian Qualifying Authorities and at each Applicable Time and Settlement Date, conformed in all material respects or will conform in all material respects with the requirements of Canadian Securities Laws; each part of the Registration Statement, when such part became or becomes effective, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. On ; the U.S. Prospectus, on the date the Canadian Prospectus Supplement was filed with the Canadian Securities Regulators, the date the U.S. Prospectus Supplement was filed of filing thereof with the Commission, and the U.S. Prospectus and the applicable free writing prospectuses, if any, issued at or prior to such Applicable Time, taken together (collectively, and with the Canadian Prospectus and with respect to any Placement Shares, together with the public offering price of such Placement Shares, the "Disclosure Package"); and at each Applicable Time and on each Settlement Date, (A) the Canadian Prospectus, together with any Supplementary Material, as of the date thereof, did and will comply in all material respects with the requirements of the Canadian Securities Laws pursuant to which it has been filed and did and will provide full, true and plain disclosure of all material facts (as defined in the Canadian Securities Laws) relating to the Company and the Material Subsidiaries (as defined below) (taken as a whole) and to the Placement Shares and did not and will not contain any misrepresentation (as defined in the Canadian Securities Laws), and (B) the U.S. Prospectus did and will conform to the Canadian Prospectus except for such deletions or changes therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations and the U.S. Prospectus did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statement statements therein, in the light of the circumstances under which they were made, not misleading. The ; except that the foregoing shall not apply to statements in, or omissions from, in any such document made in reliance upon, upon and in conformity with, information furnished to with the Company by the Agents specifically for use in the preparation thereofAgent Information.
Appears in 2 contracts
Samples: Equity Distribution Agreement (High Tide Inc.), Equity Distribution Agreement (High Tide Inc.)
No Misstatement or Omission. At the respective times each part of the Registration Statement and each amendment thereto became effective, the Registration Statement complied in all material respects with the Securities Act and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. On the date the Canadian Prospectus Supplement was filed with the Canadian Securities Regulators, the date the U.S. Prospectus Supplement was filed with the Commission, at each Applicable Time and on each Settlement Date, (A) the Canadian Prospectus, together with any Supplementary Material, as of the date thereof, did and will comply in all material respects with the requirements of the Canadian Securities Laws pursuant to which it has been filed and did and will provide full, true and plain disclosure of all material facts (as defined in the Canadian Securities Laws) relating to the Company and the Material Subsidiaries Subsidiary (as defined below) (taken as a whole) and to the Placement Shares and did not and will not contain any misrepresentation (as defined in the Canadian Securities Laws), and (B) the U.S. Prospectus did and will conform to the Canadian Prospectus except for such deletions or changes therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations and the U.S. Prospectus did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statement therein, in the light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with, information furnished to the Company by the Agents specifically for use in the preparation thereof.
Appears in 1 contract
Samples: Seabridge Gold Inc
No Misstatement or Omission. At the respective times each part of the (i) The Registration Statement and each amendment thereto did not contain, when it became effective, the Registration Statement complied in all material respects with the Securities Act and did will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. On the date , (ii) the Canadian Prospectus Supplement was filed with will, when the Canadian Securities RegulatorsSupplement is filed, the date the U.S. Prospectus Supplement was filed with the Commission, at each Applicable Time be true and on each Settlement Date, (A) the Canadian Prospectus, together with any Supplementary Material, as of the date thereof, did and will comply correct in all material respects with the requirements of the Canadian Securities Laws pursuant to which it has been filed and did and will provide contain full, true and plain disclosure of all material facts (as defined in the Canadian Securities Laws) relating to the Company Corporation and the Material Subsidiaries Shares as required by Canadian Securities Laws (as defined below) (taken as a whole) and to the Placement Shares and did not ), and will not contain any misrepresentation untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, (as defined in the Canadian Securities Laws), and (Biii) the Registration Statement, the U.S. Preliminary Prospectus did and will conform to the Canadian Prospectus except for such deletions or changes therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations and the U.S. Prospectus did not comply and will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder (the “Rules and Regulations”), (iv) the Canadian Preliminary Prospectus and the Canadian Prospectus comply and will comply in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Shares in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, will not, contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statement statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing shall misleading and will be true and correct in all material respects, and (vi) each of the Prospectuses as of their dates and as of the Closing Date (as defined in Section 5 hereof) does not contain and will not contain any untrue statement of a material fact or omit to state a material fact, necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and will be true and correct in all material respects and contain full, true and plain disclosure of all material facts relating to the Corporation and the Shares as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not apply to statements in, or omissions fromin the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any such document made in reliance upon, and in conformity with, information Underwriter furnished to the Company Corporation in writing by the Agents specifically such Underwriter through you expressly for use therein. The Form F-X conforms in all material respects with the preparation thereofrequirements of the Securities Act and the rules and regulations of the Commission under the Securities Act.
Appears in 1 contract
Samples: Underwriting Agreement (Fortis Inc.)