QUALIFYING ISSUER Sample Clauses

QUALIFYING ISSUER. 12.1 At the time of Closing, the Issuer will be a Qualifying Issuer and the Shares, Warrants, and Warrant Shares, Agent's Shares, Agent's Warrants and the Agent's Warrant Shares will be subject to a four month hold period from Closing. 12.2 The Issuer will provide the Agent with a copy of the Multilateral Instrument Certificate filed with Commissions within 10 days of each Closing.
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QUALIFYING ISSUER. CP is a “qualifying issuer” as defined under Multilateral Instrument 45-102 -Resale of Securities (“MI 45-102”).
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QUALIFYING ISSUER. TIW is a qualifying issuer as defined in Multilateral Instrument 45-102 - Resale of Securities and is, and will have been for the four months preceding the Closing Date, a reporting issuer in the provinces of Ontario and Quebec.
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QUALIFYING ISSUER. The Company is a "qualifying issuer" (as that term is defined in Multilateral Instrument 45-102 Resale of Securities) ("MI 45-102") and shall use all commercially reasonable efforts to remain a "qualifying issuer" under MI 45-102. By virtue of the application of MI 45-102, the Common Stock and Warrant Shares issuable to the Buyer will be freely resaleable in Canada on the TSX provided that the following conditions are met at the time of the trade: (i) the Company is or has been a reporting issuer in a jurisdiction listed in Appendix B of MI 45-102 for a period of four months immediately preceding the trade; (ii) the trade is not a "control distribution," as defined in MI 45-102; (iii) at least four months have elapsed from the date of the Closing; (iv) a certificate representing the securities was issued that carried a legend stating: "Unless permitted under securities legislation, the holder of the securities shall not trade the securities before the date that is four months and a day after the date of the Closing"; (v) no unusual effort is made to prepare the market or to create a demand for the securities that are the subject of the trade; (vi) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and (vii) if the selling security holder is an insider or officer of the Company, the selling security holder has no reasonable grounds to believe that the Company is in default of Canadian Securities Laws. The Company is not aware of any reason that BVF and the other Buyers will be unable to comply with the above conditions; however, BVF and the other Buyers acknowledge that the conditions in paragraphs (ii), (iii), (v) and (vi) are within the control of BVF and the other Buyers. The Company has furnished to the Buyers complete and accurate copies of its Constating Documents, Certificate of Change of Name and Articles, each as amended to date and presently in effect.
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QUALIFYING ISSUER. 13.1 The Issuer is a Qualifying Issuer and the Units, the Flow-Through and Non-Flow-Through Shares, the Flow-Through and Non-Flow-Through Unit Warrants, the Non-Flow-Through Warrant Shares, the Agents’ Warrants and the Agents’ Warrant Shares will be subject to a four month hold period from Closing. 13.2 The Issuer will provide the Agents with a copy of the Multilateral Instrument Certificate filed on SEDAR within 10 days of each Closing.
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QUALIFYING ISSUER. 12.1 The Issuer is a Qualifying Issuer and the Shares, Warrants, Warrant Shares, Agent's Warrants, Agent's Warrant Shares, Corporate Finance Shares, Corporate Finance Warrants, and Corporate Finance Warrant Shares will be subject to a four month hold period from Closing. 12.2 The Issuer will provide the Agent with a copy of the Multilateral Instrument Certificate filed with Commissions within 10 days of each Closing.
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QUALIFYING ISSUER. The Purchaser is a "qualifying issuer" as such term is defined in Multilateral Instrument 45-102 - Resale of Securities;
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Related to QUALIFYING ISSUER

  • Reporting Issuer The Company shall be a Reporting Issuer, shall be current on all periodic public filings required to be made with the SEC and shall have a class of securities registered under Section 12 of the Exchange Act.

  • Release Schedule for an Emerging Issuer 2.2.1 Usual case If the Issuer is an emerging issuer (as defined in section 3.3 of the Policy) and you have not sold any escrow securities in a permitted secondary offering, your escrow securities will be released as follows: On the date the Issuer’s securities are listed on a Canadian exchange (the listing date) 1/10 of your escrow securities 6 months after the listing date 1/6 of your remaining escrow securities 12 months after the listing date 1/5 of your remaining escrow securities 18 months after the listing date 1/4 of your remaining escrow securities 24 months after the listing date 1/3 of your remaining escrow securities 30 months after the listing date 1/2 of your remaining escrow securities 36 months after the listing date your remaining escrow securities *In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, the release schedule outlined above results in the escrow securities being released in equal tranches of 15% after completion of the release on the listing date. 2.2.2 Alternate meaning of “listing date” If the Issuer is an emerging issuer, an alternate meaning for listing date is the date the Issuer completes its IPO if: (a) the Issuer’s securities are not listed on a Canadian exchange immediately after its IPO; or (b) the Issuer’s securities are listed on a Canadian exchange immediately before its IPO. 2.2.3 If there is a permitted secondary offering (a) If the Issuer is an emerging issuer and you have sold in a permitted secondary offering 10% or more of your escrow securities, your escrow securities will be released as follows: For delivery to complete the IPO All escrow securities sold by you in the permitted secondary offering 6 months after the listing date 1/6 of your remaining escrow securities 12 months after the listing date 1/5 of your remaining escrow securities 18 months after the listing date 1/4 of your remaining escrow securities 24 months after the listing date 1/3 of your remaining escrow securities 30 months after the listing date 1/2 of your remaining escrow securities 36 months after the listing date your remaining escrow securities *In the simplest case, where there are no changes to the remaining escrow securities upon completion of the permitted secondary offering and no additional escrow securities, the release schedule outlined above results in the remaining escrow securities being released in equal tranches of 16 2/3%. (b) If the Issuer is an emerging issuer and you have sold in a permitted secondary offering less than 10% of your escrow securities, your escrow securities will be released as follows: For delivery to complete the IPO All escrow securities sold by you in the permitted secondary offering On the listing date 1/10 of your original number of escrow securities less the escrow securities sold by you in the permitted secondary offering 6 months after the listing date 1/6 of your remaining escrow securities 12 months after the listing date 1/5 of your remaining escrow securities 18 months after the listing date 1/4 of your remaining escrow securities 24 months after the listing date 1/3 of your remaining escrow securities 30 months after the listing date 1/2 of your remaining escrow securities 36 months after the listing date your remaining escrow securities *In the simplest case, where there are no changes to the remaining escrow securities upon completion of the permitted secondary offering and no additional escrow securities, the release schedule outlined above results in the remaining escrow securities being released in equal tranches of 16 2/3% after completion of the release on the listing date.

  • Reporting Issuer Status As at the date hereof, the Corporation is a “reporting issuer” in each of the Qualifying Jurisdictions within the meaning of the Canadian Securities Laws in such jurisdictions and is not currently in default of any requirement of the Canadian Securities Laws of such jurisdictions and the Corporation is not included on a list of defaulting reporting issuers maintained by any of the Canadian Securities Commissions;

  • Foreign Private Issuer The Company is a “foreign private issuer” within the meaning of Rule 405 under the Securities Act.

  • Financing Issues From the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if any Obligor shall be subject to any Insolvency Proceeding and the Working Capital Facility Collateral Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit any Obligor to obtain financing under Section 364 of the Bankruptcy Code (“DIP Financing”), then the Notes Collateral Agent, on behalf of itself and the Noteholders, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, will raise no objection to such Cash Collateral use or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests.

  • Qualified Independent Underwriter 7.1. QIU represents that it is qualified to act as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA. The Company hereby confirms that, at its request, QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA in connection with the offering of the Public Securities. 7.2. The Company shall pay QIU a fee of $25,000 in consideration for its services and expenses as a “qualified independent underwriter”. QIU will receive no other compensation in connection with the transactions contemplated by this Agreement. 7.3. The Company will indemnify and hold harmless QIU, its directors, officers, employees and agents and each person, if any, who controls QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” and will reimburse QIU for any legal or other expenses reasonably incurred by QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of QIU. If indemnification pursuant to this Section 7.3 is unavailable to hold harmless QIU for any reason, the Company and QIU agree to contribution in accordance with Section 5.4 above, with the rights and duties of the Underwriters given to QIU. The relative benefits received by QIU with respect to the offering contemplated by this Agreement shall, for purposes of Section 5.4, be deemed to be equal to the fees received by QIU. In addition, notwithstanding the provisions of Section 5.4, QIU shall not be required to contribute any amount in excess of the fees received by QIU in connection with the offering contemplated by this Agreement.

  • Qualified Institutional Buyer Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that it is a "qualified institutional buyer" within the meaning of Rule 144A under the 1933 Act (a "Qualified Institutional Buyer") and an "accredited investor" within the meaning of Rule 501(a) under the 1933 Act (an "Accredited Investor").

  • Initial Purchasers as Qualified Institutional Buyers Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that: (i) it will offer and sell Securities only to (a) persons who it reasonably believes are “qualified institutional buyers” within the meaning of Rule 144A (“Qualified Institutional Buyers”) in transactions meeting the requirements of Rule 144A or (b) upon the terms and conditions set forth in Annex I to this Agreement; (ii) it is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act; and (iii) it will not offer or sell Securities by, any form of general solicitation or general advertising, including but not limited to the methods described in Rule 502(c) under the Securities Act.

  • Registration Under Securities Act Etc The shares issuable upon exercise of this Warrant shall be entitled to the registration rights set forth in the Registration Rights Agreement.

  • Foreign Private Issuer Status The Company is a “foreign private issuer” within the meaning of Rule 405 under the Act.

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