Common use of Offering Document Amendments Clause in Contracts

Offering Document Amendments. During the period from the date of this Agreement until the later of the Closing Date and the date of completion of distribution of the Securities under the Final Offering Documents, the Company will comply with Section 25 of the Securities Act (Québec) and with the comparable provisions of the other Canadian Securities Laws, and the Company will prepare, with the input of the Underwriter and the Selling Shareholder with respect to any Selling Shareholder Matter, and the Company will file promptly after consultation with the Underwriter and the Selling Shareholder, any Canadian Prospectus Amendment which, in the opinion of the Company, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements and take all actions necessary to continue to qualify the Securities for distribution in each of the Qualifying Jurisdictions for as long as may be necessary to complete the distribution of the Securities. In the event that the Company is required by Canadian Securities Laws (as a result of a change in Canadian Securities Laws or otherwise) to prepare and file a Canadian Prospectus Amendment, the Company (and the Selling Shareholder with respect to any Selling Shareholder Matter) shall prepare and deliver promptly to the Underwriter copies of such Canadian Prospectus Amendment in the English and French languages. Concurrently with the delivery of any Canadian Prospectus Amendment, the Company shall deliver to the Underwriter, with respect to such Canadian Prospectus Amendment, documents similar to those referred to in Sections 4.2(i) and 4.2(ii). The Underwriter shall deliver a copy of any applicable Canadian Prospectus Amendment to each purchaser of Securities from the Underwriter in accordance with Canadian Securities Laws. In addition to the matters set out above in this Section 4.6 and in Section 11, the Company (and the Selling Shareholder with respect to any Selling Shareholder Matter) will, in good faith, discuss with the Underwriter any change, event or fact contemplated in those Sections which is of a nature that there may be reasonable doubt as to whether notice should be given to the Underwriter under Section 11 and will consult with the Underwriter with respect to the form and content of any Offering Document Amendment, it being understood and agreed that no such Offering Document Amendment will be filed with any Canadian Securities Regulator or the SEC, and no Offering Document Amendment distributed, prior to review by the Underwriter and its counsel, and the Company shall permit the Underwriter to review and participate in the preparation of any Offering Document Amendment and shall allow the Underwriter to conduct any due diligence investigations which it reasonably requires in order to fulfill its obligations as an underwriter under the Canadian Securities Laws and United States Securities Laws in order to enable it to responsibly execute the certificate in any Offering Document Amendment required to be executed by it. If the Time of Sale Prospectus is being used in the United States to solicit offers to buy the Securities at a time when the U.S. Final Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, based upon the reasonable advice of counsel for the Underwriter, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company covenants to forthwith prepare, file with the SEC and furnish, at its own expense, to the Underwriter and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. If, during such period after the first date of the public Offering based upon the reasonable advice of counsel for the Underwriter the Canadian Prospectus Supplement (or in lieu thereof the notice referred to in Rule 173(a) of the 1933 Act) is required by law to be delivered in connection with sales by the Underwriter or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Canadian Prospectus Supplement in order to make the statements therein, in light of the circumstances when the Canadian Prospectus Supplement (or in lieu thereof the notice referred to in Rule 173(a) of the 1933 Act) is delivered to a purchaser, not misleading, or if, based upon the reasonable advice of counsel for the Underwriter, it is necessary to amend or supplement the Canadian Prospectus Supplement to comply with applicable law, the Company will forthwith prepare, file with the SEC and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Company) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to the Canadian Prospectus Supplement so that the statements in the Canadian Prospectus Supplement as so amended or supplemented will not, in the light of the circumstances when the Canadian Prospectus Supplement (or in lieu thereof the notice referred to in Rule 173(a) of the 1933 Act) is delivered to a purchaser, be misleading or so that the Canadian Prospectus Supplement, as amended or supplemented, will comply with applicable law. In addition, if, prior to the completion of the distribution of the Securities by the Underwriter, any event shall occur as a result of which it is necessary, in the reasonable view of the Company after consultation with the Underwriter, to amend or supplement the Offering Documents in order that the Offering Documents not include any untrue statement of material fact or omit to state any material fact that is required to be stated or that is necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company (and the Selling Shareholder with respect to any Selling Shareholder Matter) will forthwith amend or supplement the Offering Documents by preparing, with the input of the Underwriter and the Selling Shareholder with respect to any Selling Shareholder Matter, and furnishing to the Underwriter an Offering Document Amendment so that, as so amended or supplemented, the Offering Documents will not include an untrue statement of a material fact or omit to state a material fact that is required to be stated or that is necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Offering Document Amendments. During the period from the date of this Agreement until the later of the Closing Date (or the Option Closing Date, if applicable) and the date of completion of the distribution of the Securities under the Final Offering Documents, the Company will comply with Section 25 of the Securities Act (QuébecOntario) and with the comparable provisions of the other Canadian Securities Laws, and the Company will prepare, with the input of the Underwriter and the Selling Shareholder with respect to any Selling Shareholder MatterAgents, and the Company will file promptly after consultation with the Underwriter and the Selling ShareholderAgents, any Canadian Prospectus Amendment and Marketing Documents Amendment which, in the opinion of the Company, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements and take all actions necessary to continue to qualify the Securities for distribution in each of the Qualifying Jurisdictions for as long as may be necessary to complete the distribution of the Securities. In the event that the Company is required by Canadian Securities Laws (as a result of a change in Canadian Securities Laws or otherwise) to prepare and file a Canadian any Prospectus Amendment or Marketing Documents Amendment, the Company (and the Selling Shareholder with respect to any Selling Shareholder Matter) shall prepare and deliver promptly to the Underwriter Agents signed and certified copies of such Canadian Prospectus Amendment in the English and French languages. Concurrently with the delivery of any Canadian Prospectus Amendment or Marketing Documents Amendment, the Company shall deliver to the UnderwriterAgents, with respect to such Canadian Prospectus Amendment and Marketing Documents Amendment, documents similar to those referred to in Sections 4.2(i5.1(a), 5.1(f) and 4.2(ii5.1(g). The Underwriter shall deliver a copy of any applicable Canadian Prospectus Amendment to each purchaser of Securities from the Underwriter in accordance with Canadian Securities Laws. In addition to the matters set out above in this Section 4.6 5.2 and in Section 1113, the Company (and the Selling Shareholder with respect to any Selling Shareholder Matter) FII will, in good faith, discuss with the Underwriter Agents any change, event or fact contemplated in those Sections which is of a nature that there may be reasonable doubt as to whether notice should be given to the Underwriter Agents under Section 11 13 and will consult with the Underwriter Agents with respect to the form and content of any Offering Document Amendment, it being understood and agreed that no such Offering Document Prospectus Amendment or Marketing Documents Amendment will be filed with any Canadian Securities Regulator or the SECRegulator, and no Offering Document Amendment distributed, prior to review and approval by the Underwriter Agents and its their counsel, and the Company shall permit the Underwriter Agents to review and participate fully in the preparation of any Offering Document Amendment and shall allow the Underwriter to conduct any due diligence investigations which it reasonably requires in order to fulfill its obligations as an underwriter under the Canadian Securities Laws and United States Securities Laws in order to enable it to responsibly execute the certificate in any Offering Document Amendment required to be executed by it. If the Time of Sale Prospectus is being used in the United States to solicit offers to buy the Securities at a time when the U.S. Final Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, based upon the reasonable advice of counsel for the Underwriter, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company covenants to forthwith prepare, file with the SEC and furnish, at its own expense, to the Underwriter and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. If, during such period after the first date of the public Offering based upon the reasonable advice of counsel for the Underwriter the Canadian Prospectus Supplement (or in lieu thereof the notice referred to in Rule 173(a) of the 1933 Act) is required by law to be delivered in connection with sales by the Underwriter or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Canadian Prospectus Supplement in order to make the statements therein, in light of the circumstances when the Canadian Prospectus Supplement (or in lieu thereof the notice referred to in Rule 173(a) of the 1933 Act) is delivered to a purchaser, not misleading, or if, based upon the reasonable advice of counsel for the Underwriter, it is necessary to amend or supplement the Canadian Prospectus Supplement to comply with applicable law, the Company will forthwith prepare, file with the SEC and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Company) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to the Canadian Prospectus Supplement so that the statements in the Canadian Prospectus Supplement as so amended or supplemented will not, in the light of the circumstances when the Canadian Prospectus Supplement (or in lieu thereof the notice referred to in Rule 173(a) of the 1933 Act) is delivered to a purchaser, be misleading or so that the Canadian Prospectus Supplement, as amended or supplemented, will comply with applicable law. In addition, if, prior to the completion of the distribution of the Securities by the Underwriter, any event shall occur as a result of which it is necessary, in the reasonable view of the Company after consultation with the Underwriter, to amend or supplement the Offering Documents in order that the Offering Documents not include any untrue statement of material fact or omit to state any material fact that is required to be stated or that is necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company (and the Selling Shareholder with respect to any Selling Shareholder Matter) will forthwith amend or supplement the Offering Documents by preparing, with the input of the Underwriter and the Selling Shareholder with respect to any Selling Shareholder Matter, and furnishing to the Underwriter an Offering Document Amendment so that, as so amended or supplemented, the Offering Documents will not include an untrue statement of a material fact or omit to state a material fact that is required to be stated or that is necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingAmendment.

Offering Document Amendments. During the period from the date of this Agreement until the later of the Closing Date and the date of completion of distribution of the Securities under the Final Offering Documents, the Company will comply with Section 25 of the Securities Act (Québec) and with the comparable provisions of the other Canadian Securities Laws, and the Company will prepare, with the input of the Underwriter and the Principal Selling Shareholder with respect to any Selling Shareholder Matter, and the Company will file promptly after consultation with the Underwriter and the Principal Selling Shareholder, any Canadian Prospectus Amendment which, in the opinion of the Company, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements and take all actions necessary to continue to qualify the Securities for distribution in each of the Qualifying Jurisdictions for as long as may be necessary to complete the distribution of the Securities. In the event that the Company is required by Canadian Securities Laws (as a result of a change in Canadian Securities Laws or otherwise) to prepare and file a Canadian Prospectus Amendment, the Company (and the Selling Shareholder Shareholders with respect to any Selling Shareholder Matter) shall prepare and deliver promptly to the Underwriter signed and certified copies of such Canadian Prospectus Amendment in the English and French languages. Concurrently with the delivery of any Canadian Prospectus Amendment, the Company shall deliver to the Underwriter, with respect to such Canadian Prospectus Amendment, documents similar to those referred to in Sections 4.2(i) and 4.2(ii). The Underwriter shall deliver a copy of any applicable Canadian Prospectus Amendment to each purchaser of Securities from the Underwriter in accordance with Canadian Securities Laws. In addition to the matters set out above in this Section 4.6 and in Section 11, the Company (and the Selling Shareholder Shareholders with respect to any Selling Shareholder Matter) will, in good faith, discuss with the Underwriter any change, event or fact contemplated in those Sections which is of a nature that there may be reasonable doubt as to whether notice should be given to the Underwriter under Section 11 and will consult with the Underwriter with respect to the form and content of any Offering Document Amendment, it being understood and agreed that no such Offering Document Amendment will be filed with any Canadian Securities Regulator or the SEC, and no Offering Document Amendment distributed, prior to review by the Underwriter and its counsel, and the Company shall permit the Underwriter to review and participate in the preparation of any Offering Document Amendment and shall allow the Underwriter to conduct any due diligence investigations which it reasonably requires in order to fulfill its obligations as an underwriter under the Canadian Securities Laws and United States Securities Laws in order to enable it to responsibly execute the certificate in any Offering Document Amendment required to be executed by it. If the Time of Sale Prospectus is being used in the United States to solicit offers to buy the Securities at a time when the U.S. Final Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, based upon the reasonable advice of counsel for the Underwriter, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company covenants to forthwith prepare, file with the SEC and furnish, at its own expense, to the Underwriter and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. If, during such period after the first date of the public Offering based upon the reasonable advice of counsel for the Underwriter the Canadian Prospectus Supplement (or in lieu thereof the notice referred to in Rule 173(a) of the 1933 Act0000 Xxx) is required by law to be delivered in connection with sales by the Underwriter or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Canadian Prospectus Supplement in order to make the statements therein, in light of the circumstances when the Canadian Prospectus Supplement (or in lieu thereof the notice referred to in Rule 173(a) of the 1933 Act0000 Xxx) is delivered to a purchaser, not misleading, or if, based upon the reasonable advice of counsel for the Underwriter, it is necessary to amend or supplement the Canadian Prospectus Supplement to comply with applicable law, the Company will forthwith prepare, file with the SEC and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Company) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to the Canadian Prospectus Supplement so that the statements in the Canadian Prospectus Supplement as so amended or supplemented will not, in the light of the circumstances when the Canadian Prospectus Supplement (or in lieu thereof the notice referred to in Rule 173(a) of the 1933 Act0000 Xxx) is delivered to a purchaser, be misleading or so that the Canadian Prospectus Supplement, as amended or supplemented, will comply with applicable law. In addition, if, prior to the completion of the distribution of the Securities by the Underwriter, any event shall occur as a result of which it is necessary, in the reasonable view of the Company after consultation with the Underwriter, to amend or supplement the Offering Documents in order that the Offering Documents not include any untrue statement of material fact or omit to state any material fact that is required to be stated or that is necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company (and the Selling Shareholder Shareholders with respect to any Selling Shareholder Matter) will forthwith amend or supplement the Offering Documents by preparing, with the input of the Underwriter and the Principal Selling Shareholder with respect to any Selling Shareholder Matter, and furnishing to the Underwriter an Offering Document Amendment so that, as so amended or supplemented, the Offering Documents will not include an untrue statement of a material fact or omit to state a material fact that is required to be stated or that is necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Offering Document Amendments. During the period from the date of this Agreement until the later of the Closing Date and the date of completion of distribution of the Securities under the Final Offering Documents, the Company will comply with Section section 25 of the Securities Act (QuébecQuebec) and with the comparable provisions of the other Canadian Securities Laws, and the Company will prepare, with the input of the Underwriter and the Selling Shareholder with respect to any Selling Shareholder MatterUnderwriters, and the Company will file promptly after consultation with the Underwriter and the Selling ShareholderUnderwriters, any Canadian Prospectus Amendment which, in the opinion of the Company, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements and take all actions necessary to continue to qualify the Securities for distribution in each of the Qualifying Jurisdictions for as long as may be necessary to complete the distribution of the Securities. In the event that the Company is required by Canadian Securities Laws (as a result of a change in Canadian Securities Laws or otherwise) to prepare and file a Canadian Prospectus Amendment, the Company (and the Selling Shareholder with respect to any Selling Shareholder Matter) shall prepare and deliver promptly to the Underwriter Underwriters signed and certified copies of such Canadian Prospectus Amendment in the English and French languages. Concurrently with the delivery of any Canadian Prospectus Amendment, the Company shall deliver to the UnderwriterUnderwriters, with respect to such Canadian Prospectus Amendment, documents similar to those referred to in Sections 4.2(iSection 6.1(i) and 4.2(ii)shall prepare and deliver to the Underwriters a corresponding Offering Memorandum Amendment. The Underwriter Underwriters shall deliver a copy of any applicable Canadian Prospectus Offering Document Amendment to each purchaser of Securities from the Underwriter in accordance with Canadian Securities LawsUnderwriters. In addition to the matters set out above in this Section 4.6 6.2 and in Section 1112, the Company (and the Selling Shareholder with respect to any Selling Shareholder Matter) will, in good faith, discuss with the Underwriter Underwriters any change, event or fact contemplated in those Sections which is of a nature that there may be reasonable doubt as to whether notice should be given to the Underwriter Underwriters under Section 11 12 and will consult with the Underwriter Underwriters with respect to the form and content of any Prospectus Amendment and corresponding Offering Document Memorandum Amendment, it being understood and agreed that no such Offering Document Prospectus Amendment will be filed with any Canadian Securities Regulator or the SECRegulator, and no Offering Document Memorandum Amendment distributed, prior to review by the Underwriter Underwriters and its their counsel, and the Company shall permit the Underwriter Underwriters to review and participate in the preparation of any Prospectus Amendment and corresponding Offering Document Memorandum Amendment and shall allow each of the Underwriter Underwriters to conduct any due diligence investigations which it any of them reasonably requires in order to fulfill its obligations as an underwriter under the Canadian Securities Laws and and, to the extent applicable to the Offering, the United States Securities Laws in order to enable it to responsibly execute the certificate in any Offering Document Prospectus Amendment required to be executed by it. If the Time of Sale Prospectus is being used in the United States to solicit offers to buy the Securities at a time when the U.S. Final Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, based upon the reasonable advice of counsel for the Underwriter, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company covenants to forthwith prepare, file with the SEC and furnish, at its own expense, to the Underwriter and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. If, during such period after the first date of the public Offering based upon the reasonable advice of counsel for the Underwriter the Canadian Prospectus Supplement (or in lieu thereof the notice referred to in Rule 173(a) of the 1933 Act) is required by law to be delivered in connection with sales by the Underwriter or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Canadian Prospectus Supplement in order to make the statements therein, in light of the circumstances when the Canadian Prospectus Supplement (or in lieu thereof the notice referred to in Rule 173(a) of the 1933 Act) is delivered to a purchaser, not misleading, or if, based upon the reasonable advice of counsel for the Underwriter, it is necessary to amend or supplement the Canadian Prospectus Supplement to comply with applicable law, the Company will forthwith prepare, file with the SEC and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Company) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to the Canadian Prospectus Supplement so that the statements in the Canadian Prospectus Supplement as so amended or supplemented will not, in the light of the circumstances when the Canadian Prospectus Supplement (or in lieu thereof the notice referred to in Rule 173(a) of the 1933 Act) is delivered to a purchaser, be misleading or so that the Canadian Prospectus Supplement, as amended or supplemented, will comply with applicable law. In addition, if, prior to the completion of the distribution of the Securities by the UnderwriterUnderwriters, any event shall occur as a result of which it is necessary, in the reasonable view opinion of the Company after consultation with the UnderwriterUnderwriters, to amend or supplement the Offering Documents in order that the Offering Documents not include any untrue statement of material fact or omit to state any material fact that is required to be stated or that is necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company (and the Selling Shareholder with respect to any Selling Shareholder Matter) will forthwith amend or supplement the Offering Documents by preparing, with the input of the Underwriter and the Selling Shareholder with respect to any Selling Shareholder Matter, Underwriters and furnishing to the each Underwriter an Offering Document Amendment so that, as so amended or supplemented, the Offering Documents will not include an untrue statement of a material fact or omit to state a material fact that is required to be stated or that is necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.