Prospectus Qualification Clause Samples
Prospectus Qualification. The Corporation covenants with the Underwriters that:
(a) the Corporation shall elect and comply in all material respects with the Prospectus Review Procedures and in connection with such procedures shall use reasonable commercial efforts to:
(i) as soon as reasonably practicable after the Closing Date, prepare and file a preliminary short form prospectus (the "Preliminary Prospectus") and other documents required under Canadian Securities Laws with the Securities Regulators of the Qualifying Provinces in order to qualify for distribution the Underlying Securities, and obtain a preliminary receipt from the Principal Regulator for the Preliminary Prospectus evidencing that a receipt has been deemed to be issued for the Preliminary Prospectus (the "Preliminary Receipt") in each of the Qualifying Provinces;
(ii) as soon as reasonably practicable after any comments of the Securities Regulators of the Qualifying Provinces in connection with the Preliminary Prospectus have been satisfied:
(A) prepare and file the Final Prospectus, (together with the Preliminary Prospectus, the "Prospectuses") and other documents, including the consents of qualified persons, required under the Canadian Securities Laws with the Securities Regulators of the Qualifying Provinces in order to qualify for distribution the Underlying Securities, and
(B) obtain the Final Receipt from the Principal Regulator;
(iii) until the completion of the distribution of the Underlying Securities, promptly take or cause to be taken all additional steps and proceedings that from time to time may be required under Canadian Securities Laws to continue to qualify the Underlying Securities for distribution in the Qualifying Provinces or, in the event that the Underlying Securities have, for any reason, ceased to so qualify, to use reasonable commercial efforts to again qualify the Underlying Securities for distribution;
(iv) prior to the filing of the Preliminary Prospectus and the Final Prospectus, respectively, and prior to the filing with any Securities Regulators of any Supplementary Material, allow the Underwriters and the Underwriters' Counsel to participate fully in the preparation of and to approve the form of such documents, such approval which will not be unreasonably withheld;
(v) ensure that the descriptions of the Special Warrants and Underlying Securities in the Prospectuses are true, complete and accurate descriptions of the rights, privileges, restrictions and conditions attaching to such s...
Prospectus Qualification. (1) The Corporation covenants and agrees with the Agents that:
(a) the Corporation shall elect and comply in all material respects with the Prospectus Review Procedures and in connection with such procedures shall use reasonable commercial efforts to:
(i) as soon as reasonably practicable after the Closing Date:
1. prepare and file the Preliminary Prospectus and other documents required under Canadian Securities Laws with the Securities Commissions of the Canadian Qualifying Jurisdictions in order to qualify for distribution the Underlying Securities and the Compensation Options, and
2. obtain the Preliminary Receipt from the Principal Regulator;
(ii) as soon as reasonably practicable after any comments of the Securities Commissions of the Canadian Qualifying Jurisdictions in connection with the Preliminary Prospectus have been satisfied and prior to the Penalty Deadline, but, in any event, no later than the Release Deadline:
1. prepare and file the Final Prospectus (together with the Preliminary Prospectus, the “Prospectuses”) and other documents required under the Canadian Securities Laws with the Securities Commissions of the Canadian Qualifying Jurisdictions in order to qualify for distribution the Underlying Securities and the Compensation Options, and
Prospectus Qualification. Section 4(j) of the Agre▇▇▇▇▇ ▇▇ hereby deleted in its entirety and replaced with the following:
Prospectus Qualification. Nevadaco will use its commercially reasonable best efforts to file and obtain a receipt for a final prospectus from the Ontario Securities Commission and have a registration statement filed and declared effective by the U.S. Securities and Exchange Commission within 120 days of the First Closing Date to qualify the distribution of Common Shares issuable to the Vendor by Nevadaco pursuant to section 2.7(2) in Ontario and in the United States.