Reporting Issuer Status and Securities Law Matters. Phivida is a “reporting issuer” or the equivalent and not on the list of reporting issuers in default under applicable Canadian provincial Securities Laws in British Columbia, Alberta, Ontario and New Brunswick. Phivida is in compliance, in all material respects, with all applicable Securities Laws and there are no current, pending or, to the knowledge of Phivida, threatened proceedings before any Securities Authority or other Governmental Entity relating to any alleged non-compliance with any Securities Laws. The Phivida Shares are listed on, and Phivida is in compliance in all material respects with the rules and policies of, the CSE. No de-listing, suspension of trading in or cease trading order with respect to any securities of Phivida and, to the knowledge of Phivida, no inquiry or investigation (formal or informal) of any Securities Authority or the CSE is in effect or ongoing or, to the knowledge of Phivida, expected to be implemented or undertaken.
Reporting Issuer Status and Securities Law Matters. Choom is a “reporting issuer” or the equivalent and not on the list of reporting issuers in default under applicable Canadian provincial Securities Laws in British Columbia, Alberta, Saskatchewan and Ontario. Choom is in compliance, in all material respects, with all applicable Securities Laws and there are no current, pending or, to the knowledge of Choom, threatened proceedings before any Securities Authority or other Governmental Entity relating to any alleged non-compliance with any Securities Laws. The Choom Shares are listed on, and Choom is in compliance in all material respects with the rules and policies of, the CSE. No de-listing, suspension of trading in or cease trading order with respect to any securities of Choom and, to the knowledge of Choom, no inquiry or investigation (formal or informal) of any Securities Authority or the CSE is in effect or ongoing or, to the knowledge of Choom, expected to be implemented or undertaken.
Reporting Issuer Status and Securities Law Matters. Canopy Growth is a “reporting issuer” within the meaning of applicable Securities Laws in each of the provinces of Canada (other than Quebec), and is not on the list of reporting issuers in default under applicable Securities Laws. No Securities Authority has issued any order preventing or suspending trading of any securities of Canopy Growth, and Canopy Growth is not in default of any material provision of applicable Securities Laws or the TSX or Nasdaq. Trading in the Canopy Growth Shares on the TSX and Nasdaq are not currently halted or suspended. No delisting, suspension of trading or cease trade order with respect to any securities of Canopy Growth is pending or, to the knowledge of Canopy Growth, threatened.
Reporting Issuer Status and Securities Law Matters. The Purchaser is a “reporting issuer” and not on the list of reporting issuers in default under applicable Securities Laws in British Columbia, Alberta, Ontario and Québec. No delisting, suspension of trading in or cease trading order with respect to any securities of the Purchaser and, to the knowledge of the Purchaser, no inquiry or investigation (formal or informal) of any Securities Authorities, is in effect or ongoing or, to the knowledge of the Purchaser, except to be implemented or undertaken.
Reporting Issuer Status and Securities Law Matters. Westcot is a “reporting issuer” in the Provinces of British Columbia, Alberta and Ontario and is not on any list of reporting issuers in default under the securities laws of such provinces. To the knowledge of Westcot, no inquiry or investigation (formal or informal) of any Regulatory Authorities is in effect or ongoing or expected to be implemented or undertaken.
Reporting Issuer Status and Securities Law Matters. DragonWave is a “reporting issuer” under the Laws of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Xxxxxx Xxxxxx Island and Newfoundland, and is not, as of the date hereof, on any list of reporting issuers in default under applicable securities Laws and is not in material default of any material requirements of any securities Laws. No delisting, suspension of trading in or cease trading order with respect to any securities of DragonWave, and no inquiry, review or investigation (formal or informal) of any Securities Regulator, NASDAQ or the Toronto Stock Exchange, is in effect or ongoing or, to the knowledge of DragonWave or the Purchaser, expected to be implemented or undertaken. The DragonWave Common Shares comprising the Share Consideration will be issued in compliance, in all material respects, with securities Laws.
Reporting Issuer Status and Securities Law Matters. 4.15.1 Genius is:
4.15.1.1 a “reporting issuer” in British Columbia, Alberta, Ontario and Quebec within the meaning of applicable securities Laws in each of the provinces and territories of Canada; and
4.15.1.2 not on the list of reporting issuers in default under applicable securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of Genius.
4.15.2 Genius:
4.15.2.1 is not in default of any material provision of applicable securities Laws or the rules and regulations of the CSE;
4.15.2.2 has not taken any action to cease to be a reporting issuer in British Columbia, Alberta, Ontario or Quebec; and
4.15.2.3 has not received notification from any securities commission or similar regulatory authority seeking to revoke the reporting issuer status of Genius.
4.15.3 The Genius Shares are:
4.15.3.1 listed on the CSE; and
4.15.3.2 other than as provided under Section 4.15.4 below, trading in the Genius Shares on the CSE is not currently halted or suspended,
4.15.3.3 and, except for such listing and trading, no securities of the Genius Shares are listed or quoted for trading on any other stock or securities exchange or market.
4.15.4 The Genius Shares will be subject to a trading halt upon the announcement of the entering into this Agreement until the Listing Statement has been filed on SEDAR.
4.15.5 No delisting, suspension of trading or cease trading order or other order or restriction with respect to any Genius Securities is pending, in effect, or, to the knowledge of Genius, Threatened, or is expected to be implemented or undertaken.
4.15.6 Genius is not subject to any formal or informal review, enquiry, investigation or other proceeding relating to any such order or restriction.
4.15.7 None of Genius’ subsidiaries are subject to continuous disclosure or other disclosure requirements under any securities Laws.
4.15.8 Genius has timely filed or furnished with any Governmental Body all material forms, reports, schedules, statements and other documents required to be filed or furnished by Genius with the appropriate Governmental Body since December 31, 2016.
4.15.9 The documents comprising the Genius Public Disclosure Record:
4.15.9.1 as filed, complied in all material respects with Law; and
4.15.9.2 did not, as of the date filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such filing), contain any misrepresentati...
Reporting Issuer Status and Securities Law Matters. (i) DirectCash is a reporting issuer under the Securities Laws in force in each of the provinces of Canada and DirectCash is not currently in default, in any material respect, of any requirement of the Securities Laws of such jurisdictions. DirectCash has not taken any action to cease to be a reporting issuer in any jurisdiction of Canada nor has DirectCash received any written notification from any Securities Authority seeking to revoke DirectCash’s reporting issuer status. DirectCash has disclosed in the Data Room Materials all material correspondence between the Securities Authorities, on the one hand, and DirectCash or any of the DirectCash Subsidiaries, on the other hand, during the past three years and shall provide to the Parent any further such correspondences through to the Effective Date. None of the DirectCash Subsidiaries is subject to any continuous or periodic, or other disclosure requirements under the Securities Laws (or any other applicable securities laws in any jurisdiction).
(ii) The auditors of DirectCash are independent public accountants under the Securities Laws and there has never been a “reportable disagreement” (within the meaning of National Instrument 51-102 - Continuous Disclosure Obligations (“NI 51-102”)) with the present or any former auditors of DirectCash. The audit committee of DirectCash is comprised and operates in accordance with the requirements of National Instrument 52-110 — Audit Committees of the Canadian Securities Administrators.
(iii) Except as disclosed in Section 3.1(j) of the Disclosure Letter, DirectCash maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. DirectCash is in compliance with the certification requirements contained in National Instrument 52-109 — Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators with respect to DirectCash’s annual and interim filings with Securities Auth...
Reporting Issuer Status and Securities Law Matters. (i) Telecure is not a “reporting issuer” in any jurisdiction in Canada.
(ii) Telecure is in compliance, in all material respects, with all applicable Securities Laws and there are no current, pending or, to the knowledge of Telecure, threatened Proceedings before any securities regulatory authorities or other Governmental Entity relating to any alleged noncompliance with any Securities Laws.
(iii) Telecure has filed all documents required to be filed by it in accordance with Securities Laws with the applicable securities regulatory authorities. Telecure has timely filed or furnished all filings required to be filed or furnished by Telecure with any Governmental Entity. Each of Telecure’s filings complied as filed in all material respects with Securities Laws and did not, as of the date filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such filing), contain any Misrepresentation. Telecure has not filed any confidential material change report which at the date of this Agreement remains confidential.
Reporting Issuer Status and Securities Law Matters. (a) The Company is a “reporting issuer” within the meaning of applicable Securities Laws in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and New Brunswick, and not on the list of reporting issuers in default under applicable Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the Company, and the Company is not in default of any material provision of applicable Securities Laws. Trading in the Bow Shares is not currently halted or suspended on the TSX-V. No delisting, suspension of trading or cease trading order with respect to any securities of the Company is pending or, to the knowledge of the Company, threatened. To the knowledge of the Company, no inquiry, review or investigation (formal or informal) of the Company by any securities commission or similar regulatory authority under applicable Securities Laws, the TSX-V is in effect or ongoing or expected to be implemented or undertaken. Except as set forth above in this Section 3.1(i), the Company is not subject to continuous disclosure or other public reporting requirements under any Securities Laws or any securities Laws. The documents and information comprising the Public Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Securities Laws and, where applicable, the rules and policies of the TSX-V and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has publicly disclosed in the Public Disclosure Record all information regarding any event, circumstance or action taken or failed to be taken which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company is up-to-date in all forms, reports, statements and documents, including financial statements and management’s discussion and analysis, required to be filed by the Company under applicable Securities Laws and the rules and policies of the TSX-V. The Company has not filed any confidential material change report that at the date hereof remains confidential.
(b) The Company does not have, nor is it required to have, any class of securities registered under the Securities Exchange Act of 1934 of the Unit...
