Offering Procedures. (a) The following terms have the specified meanings for purposes of this Agreement:
Offering Procedures. It is understood that the Underwriters propose to offer the Publicly-Offered Certificates for sale as set forth in the Final Prospectus and that you will not offer, sell or otherwise distribute the Publicly-Offered Certificates (except for the sale thereof in exempt transactions) in any state in which the Publicly-Offered Certificates are not exempt from registration under “blue sky” or state securities laws (except where the Publicly-Offered Certificates will have been qualified for offering and sale at your direction under such “blue sky” or state securities laws). Neither the Depositor nor any Underwriter will disseminate to any potential investor information relating to the Publicly-Offered Certificates that constitutes a “written communication” within the meaning of Rule 405 under the Securities Act, other than the Preliminary Term Sheet, each Prospectus and, in the case of the Underwriters, Derived Information or Custom Loan Information, unless (i) if an Underwriter seeks to disseminate such information, such Underwriter has obtained the prior consent of the Depositor, or (ii) if the Depositor seeks to disseminate such information, the Depositor has notified the Underwriters. An Underwriter may convey Derived Information or Custom Loan Information to a potential investor prior to entering into a Contract of Sale with such investor; provided, however, that Derived Information shall not be distributed in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Each Underwriter shall deliver to the Depositor and its counsel a copy, in electronic form, of each Free Writing Prospectus disseminated by such Underwriter that is required to be filed with the Commission, not later than one business day prior to the date on which such Free Writing Prospectus is required under the Regulations to be so filed. Each Underwriter will comply with the requirements of Rule 433(g) applicable to any Free Writing Prospectus, including document retention and record-keeping. The Depositor represents that it has treated and agrees that it will treat each Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Free Writing Prospectus, including timely Commission filing where required, legending and record-keeping. Neither the Depositor nor any Underwriter shall disseminate or file w...
Offering Procedures. The Finder will introduce the Company to investors who the Finder reasonably believes to be "accredited investors," as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "1933 Act"), with whom the Finder has a pre-existing substantive relationship (the "Offerees").
Offering Procedures. If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to facilitate (x) an Underwritten Offering pursuant to a Demand Registration or (y) an Underwritten Takedown Offering (including a Marketed Underwritten Takedown Offering), the Company shall, as expeditiously as practicable:
(a) use its commercially reasonable efforts to obtain, and to furnish to the Eligible Holders and each underwriter, “cold comfort” letters from its independent certified public accountants in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters;
(b) cooperate with the sellers of Eligible Shares and the managing underwriter(s) to facilitate the timely preparation and delivery of certificates, to the extent permitted by applicable law, not bearing any restrictive legends representing the Eligible Shares to be sold, and cause such Eligible Shares to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Eligible Shares to the underwriter(s);
(c) make reasonably available its employees and personnel for participation in “road shows” and other marketing efforts and otherwise provide reasonable assistance to the underwriter(s) (taking into account the needs of the Company’s businesses and the requirements of the marketing process) in the marketing of Eligible Shares in such Underwritten Offering;
(d) if at any time the information conveyed to a purchaser at the time of sale includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, promptly file with the SEC such amendments or supplements to such information as may be necessary so that the statements as so amended or supplemented will not, in light of the circumstances, be misleading;
(e) execute an underwriting agreement in customary form and reasonably acceptable to the Company; and
(f) subject to all the other provisions of this Agreement, use its commercially reasonable efforts to take all other steps necessary or advisable to effect the sale of such Eligible Shares contemplated hereby.
Offering Procedures. Placement Agent will introduce the Company to investors who Placement Agent reasonably believes satisfy the eligibility requirements under the applicable rules and regulations of Regulation A, state securities laws and such suitability criteria as may be established by the Company (if any) to participate in the Offering (the “Offerees”).
Offering Procedures. The Procedures may be amended only by written agreement of the Company and the Agents after notice to the Trustee, and, to the extent any such amendment materially affects the Trustee, with the approval of the Trustee. The Company and the Agents agree to perform the respective duties and obligations specifically provided to be performed by them in the Procedures. The Company will furnish to the Trustee a copy of the Procedures as from time to time in effect.
Offering Procedures. 4.1 Each Subscriber of Common Shares will purchase Common Shares and the Company will issue and sell the Common Shares pursuant to exemptions from applicable prospectus and registration requirements under Securities Laws of the jurisdiction of residence of the Subscriber or such other jurisdiction as may be applicable to the Subscriber and as contemplated by the Subscription Agreements. Each Subscriber will enter into a Subscription Agreement with the Company.
4.2 The Company will use its best efforts to file or cause to be filed all documents required to be filed by the Company in connection with the purchase and sale of the Common Shares so that the distribution of the Common Shares may lawfully occur on an exempt basis.
4.3 The Company covenants that it will, as soon as reasonably practicable after the Closing, prepare and file the Registration Statement as set out in Schedule “D” to the Subscription Agreement.
4.4 The Company will promptly inform each Purchaser of the receipt by the Company of any material communication from the Securities Regulators or any other securities regulatory authority of any other jurisdiction, the Stock Exchanges or the Company’s other filings with the SEC.
Offering Procedures. 9.1 Each Purchaser will purchase the Subscription Receipts and/or FT Subscription Receipts, as the case may be, under exemptions from applicable prospectus requirements under the laws of the jurisdiction applicable to the Purchaser. Each Purchaser will enter into a Subscription Receipt Subscription Agreement and/or a FT Subscription Receipt Subscription Agreement with Altitude and/or Triumph, as applicable. The Agents will notify Altitude and Triumph with respect to the identities of Purchasers in sufficient time to allow Altitude and Triumph to comply with all applicable regulatory requirements and all requirements under the Securities Laws to be complied with by Altitude, as a result of the offering and sale of the Subscription Receipts, and Triumph, as a result of the offering and sale of FT Subscription Receipts, to such Purchasers on a private placement basis in such Offering Jurisdictions and the United States. Appendix “E” hereto contains additional terms and conditions and representations and warranties of the Agents and Altitude relating to compliance with United States federal and state securities laws. All offers and sales of Subscription Receipts in the United States will be made in accordance with Appendix “E” hereof. The FT Subscription Receipts will not be sold in the United States or to U.S. Persons.
9.2 Altitude, Triumph and the Agents will each use commercially reasonable efforts to file or cause to be filed all documents required to be filed by Altitude, Triumph and the Purchasers, respectively, in connection with the purchase and sale of the Subscription Receipts and FT Subscription Receipts so that the distribution of the Securities may lawfully occur without the necessity of filing a prospectus or offering memorandum in Canada or a registration statement in the United States.
Offering Procedures. You and we understand and agree that you will offer and sell shares of a Fund only in accordance with the terms and conditions of that Fund's then current prospectus, statement of additional information and any authorized supplemental material supplied by us, and no person is authorized to make any representation relating to the shares of any Fund, except those contained in the Fund's then current prospectus, statement of additional information or any authorized supplemental material supplied by us. Additional copies of a Fund's then current prospectus and statement of additional information are and will be available on written request. You and we further understand and agree that you will use your best efforts in the development and promotion of sales of shares of a Fund or Funds, and you will be responsible for the proper instruction and training of all sales personnel employed by you in order that the shares of the Funds will be offered in accordance with the terms and conditions of this Agreement and all applicable laws, rules and regulations.
Offering Procedures. 5.1 Each Purchaser will purchase Offering Shares and the Company will issue and sell the Offering Shares pursuant to exemptions from applicable prospectus and registration requirements under the laws of the jurisdiction of residence of the Purchaser or such other jurisdiction as may be applicable to the Purchaser and the Company. Each Purchaser will enter into a Subscription Agreement with the Company. The Agents will notify the Company with respect to the identities of Purchasers in sufficient time to allow the Company to comply with all applicable regulatory requirements and all requirements under the Securities Laws to be complied with by the Company as a result of the offering and sale of the Offering Shares to such Purchasers on a private placement basis in such Offering Jurisdictions.
5.2 The Company will file or cause to be filed all documents required to be filed by the Company in connection with the purchase and sale of the Offering Shares so that the distribution of the Offering Shares may lawfully occur without the necessity of filing a prospectus, offering memorandum or similar disclosure document in Canada or the United States.
5.3 While in distribution under the Offering, the Company will promptly inform the Agents of the full particulars of any material change (actual, anticipated or threatened), financial or otherwise, of the Company, the Subsidiaries or their assets, provided that the Company will also in good faith discuss with the Agents any change in circumstance (actual, proposed or prospective) which is of such a nature that there is reasonable doubt whether notice need be given to the Agents pursuant to this section.
5.4 Each of the Company and the Agents acknowledge that none of the Offering Shares have been or will be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold in the United States or to U.S. Persons except pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws.
