Prospectus Filing. Promptly after the execution and delivery of this Agreement by the parties hereto, the Corporation shall file under Canadian Securities Laws the Preliminary Prospectus and other documents relating to the proposed distribution of the Offered Securities in the Qualifying Jurisdictions, and the Corporation shall use its commercially reasonable efforts to obtain the Preliminary Receipt from the OSC (as principal regulator) and each of the other Securities Commissions pursuant to the Passport System dated the date hereof.
Prospectus Filing. No later than 90 days after the Closing, Patch shall use its commercially reasonable efforts to file with, and obtain receipts from, the Alberta Securities Commission for a non-offering preliminary prospectus and (final) prospectus for the purpose of having Patch deemed to be a reporting issuer under the securities laws of the province of Alberta and permitting the Vendors to rely upon the prospectus exemption set out in sections 2.6 and 2.7 or section 2.8 of National Instrument 45-102 Resale of Securities for the first trade by the Vendors in the Patch Shares to be issued or transferred to the Vendors upon exchange of the Exchangeable Shares.
Prospectus Filing. No later than 90 days after the Closing, Big Flash shall use its commercially reasonable efforts to file with, and obtain receipts from, the Ontario Securities Commission for a non-offering preliminary prospectus and (final) prospectus for the purpose of having Big Flash deemed to be a reporting issuer under the securities laws of the province of Ontario and permitting the Vendors to rely upon the prospectus exemption set out in sections 2.6 and 2.7(2) or section 2.8 of National Instrument 45-102 Resale of Securities for the first trade by the Vendors in the Big Flash Shares to be issued or transferred to the Vendors upon exchange of the Exchangeable Shares.
Prospectus Filing. The Company agrees:
(a) To prepare the Final Prospectus in a form approved by the Underwriter and to file such Final Prospectus pursuant to Rule 424(b) under the Securities Act not later than Commission's close of business on the second Business Day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; to advise the Underwriter, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any Prospectus Amendment has been filed and to furnish the Underwriter with copies thereof; to advise the Underwriter, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary U.S. Prospectus or the Final Prospectus, of the suspension of the qualification of the Firm Shares or any other securities related thereto for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary U.S. Prospectus or the Final Prospectus or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal;
(b) Unless filed pursuant to Rule 462(c) as part of the Additional Registration Statement in accordance with the next sentence, the Company will file the Final Prospectus, in a form approved by the Underwriter, with the Commission pursuant to and in accordance with subparagraph (1) (or, if applicable and if consented to by the Underwriter, subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the second Business Day following the execution and delivery of this Agreement or (B) the fifteenth Business Day after the Effective Time of the Initial Registration Statement. The Company will advise the Underwriter promptly of any such filing pursuant to Rule 424(b) and provide satisfactory evidence to the Underwriter of such timely filing. If an Additional Registration Statement is necessary to register a portion of the Offered Securities under the Securities Act but the Effective Time thereof has not occurred as of the execution and deliv...
Prospectus Filing. The Company shall have filed the Prospectus with the Commission (including the information required by Rule 430B under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act, or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and such post-effective amendment shall have become effective.
Prospectus Filing. The Company agrees:
(a) To prepare the pricing supplement to the Final U.S. Prospectus and any amendment thereto in a form approved by the Agents and to file such pricing supplement pursuant to Rule 424(b) under the U.S. Securities Act not later than the SEC’s close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the U.S. Securities Act; to advise the Agents, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any Prospectus Amendment has been filed and to furnish the Agents with copies thereof; to advise the Agents, promptly after it receives notice thereof, of the issuance by the SEC of any stop order or of any order preventing or suspending the use of any Preliminary U.S. Prospectus or the Final U.S. Prospectus, of the suspension of the qualification of the Offered Units or any other securities related thereto for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the SEC for the amending or supplementing of the Registration Statement or the Final U.S. Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary U.S. Prospectus or the Final U.S. Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal;
(b) To comply with, to the satisfaction of the Agents, the Canadian Securities Laws required to be complied with by the Company to qualify the distribution in the Qualifying Provinces of the Offered Units and that number of Compensation Options equal to 10% of the number of Offered Units sold pursuant to the Offering through the Agents. All legal requirements to enable the Distribution of the Offered Units and the Compensation Options shall be fulfilled on or prior to the Closing Date. Without limiting the generality of the foregoing, the Company shall, as soon as possible, prepare the Canadian Supplemented Prospectus, which will contain pricing information and which will be filed in each of the Qualifying Provinces no later than two Business Days after the date of this Agreement together with all necessary related documents;
(c) To furnish promptly to the Agents and to counsel for the Agents a signed copy of the ...
Prospectus Filing. 3.1 The Company, on November 19, 2010, filed the Preliminary Prospectus under the Canadian Securities Laws and obtained a receipt therefor under the Passport System.
3.2 The Company shall use its commercially reasonable efforts to satisfy all comments with respect to the Preliminary Prospectus and have prepared and filed the Final Prospectus under the Canadian Securities Laws by 5:00 p.m. (Toronto time) on February 25, 2011 and other related documents relating to the proposed distribution of the Offered Securities and Payment Shares in the Qualifying Provinces. The Company shall use its commercially reasonable efforts to obtain a receipt therefor under the Passport System on such date or such later date to which the Company and the Agents, each acting reasonably, may agree; and shall have used its commercially reasonable efforts to take all other steps and proceedings that may be necessary to be taken by the Company in order to qualify the Offered Securities and Payment Shares for distribution in each of the Qualifying Provinces under the Canadian Securities Laws by such date.
3.3 Until the date on which the distribution of the Offered Securities and Payment Shares is completed, the Company will promptly use its commercially reasonable efforts to take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Securities and Payment Shares or, in the event that the Offered Securities and Payment Shares have, for any reason, ceased so to qualify, to so qualify again the Offered Securities and Payment Shares, as applicable, for distribution.
Prospectus Filing. The Company and the Agent agree to prepare and file a final prospectus (the "Prospectus") for the Common Shares to be issued upon the exercise of the Special Warrants with the Ontario Securities Commission and the Company agrees to use its best efforts to obtain receipts therefor on or before 5:00 P.M. (Toronto time) on o, 1997 (the "Qualification Date").
Prospectus Filing. To file the Prospectus pursuant to Rule 424(b) prior to the earlier of (i) the Closing Time and (ii) the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430B.
Prospectus Filing. The Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
