Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agents, Theia and the Purchasers, and acknowledges that the Agents, Theia and the Purchasers are relying upon such representations and warranties, as follows: (a) All necessary corporate action has been taken to authorize the creation, issue and sale of, and the delivery of the Subscription Receipts, in certificated or uncertificated form, and: (i) upon payment of the requisite consideration therefor, the Subscription Receipts will be validly created and issued; (ii) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and (iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares. (b) The form and terms of the Subscription Receipts have been approved and adopted, by the directors of the Corporation and do not conflict with any applicable laws. (c) The attributes of the Subscription Receipts will conform in all material respects with the description thereof in the Subscription Agreements and Subscription Receipt Agreement. (d) The Corporation has full corporate power, capacity and authority to undertake the Offering, to enter into this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the certificates representing the Subscription Receipts (collectively, the “Corporation Offering Documents”) and the Amalgamation Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof, and the Corporation has taken all necessary corporate action to authorize the execution, delivery and performance of the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof. (e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally. (f) The entering into and the performance of the transactions contemplated herein and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation: (i) does not require any consent, approval, authorization or order of any court or governmental agency or body, except that which may be required under applicable securities legislation; (ii) will not contravene any statute or regulation of any governmental authority which is binding on the Corporation, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation; and (iii) will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicable, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions of the Corporation or any mortgage, note, indenture, contract or agreement instrument, lease or other document to which the Corporation is a party, or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation. (g) Odyssey at its office in Toronto has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement. (h) The Corporation is not party to or bound or affected by any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into this Agreement. (i) There are no material changes or material facts relating to the Corporation or the Subsidiaries (as defined herein) that have not been disclosed to the Agents, and other than the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover. (j) All filings and fees required to be made and paid by the Corporation pursuant to applicable securities laws and general corporate law have been made and paid. (k) The Corporation is a corporation duly incorporated and validly subsisting under the provincial laws of Ontario and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (as herein defined) as now being carried on by it or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “Business” means the business of cultivating, processing and selling at wholesale medical and recreational cannabis in the State of Nevada.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agents, Theia and the Purchasersto, and acknowledges that agrees with, the Agents, Theia and the Purchasers are relying upon such representations and warranties, as followsseveral Underwriters that:
(a) All necessary corporate action A registration statement (Nos. ), including a prospectus, relating to the Notes has been taken filed with the Securities and Exchange Commission ("Commission") under the Securities Act of 1933 (the "1933 Act"). Such registration statement and any post-effective amendment thereto, each in the form heretofore delivered to authorize you, and, excluding exhibits thereto but including all documents incorporated by reference in the creationprospectus contained therein, issue and sale ofto you for each of the other Underwriters, have been declared effective by the Commission in such form, and no stop order suspending the delivery effectiveness of such registration statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission (any preliminary prospectus included in such registration statement or filed with the Commission pursuant to Rule 424(a) of the Subscription Receiptsrules and regulations of the Commission under the 1933 Act being hereinafter called a "Preliminary Prospectus;" the various parts of such registration statement, including all exhibits thereto and including the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective, each as amended at the time such part of the registration statement became effective, being hereinafter called the "Registration Statement;" and the final prospectus relating to the Notes, in certificated the form in which it has most recently been filed, or uncertificated formtransmitted for filing, and:
(i) upon payment with the Commission prior to the date of this Agreement, being hereinafter called the "Prospectus;" and any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, as of the requisite consideration therefordate of such Preliminary Prospectus or Prospectus, as the Subscription Receipts will case may be; any reference to any amendment or supplement to any Preliminary Prospectus or Prospectus shall be validly created deemed to refer to and issued;
include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (ii) upon satisfaction the "1934 Act"), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Escrow Release Conditions Corporation filed pursuant to Section 13(a) or 15(d) of the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable 1934 Act after the effective date of the Registration Statement that is incorporated by reference in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer SharesRegistration Statement).
(b) The form Registration Statement conforms and terms the Prospectus will conform in all material respects to the requirements of the Subscription Receipts have been approved 1933 Act and adoptedthe rules and regulations thereunder ("1933 Act Regulations"), by and the directors Registration Statement does not and the Prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing does not apply to statements or omissions in any such document based upon written information furnished to the Corporation and do not conflict with by any applicable lawsUnderwriter specifically for use therein.
(c) The attributes of documents incorporated by reference in the Subscription Receipts will conform Prospectus, at the time they were filed with the Commission, complied in all material respects with the description thereof requirements of the Securities Exchange Act of 1934 (the "1934 Act") and the rules and regulations of the Commission thereunder (the "1934 Act Regulations"), and, when read together with the other information in the Subscription Agreements Prospectus, do not contain an 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 not misleading, and Subscription Receipt Agreementany documents deemed to be incorporated by reference in the Prospectus will, when they are filed with the Commission, comply in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations, and will not contain an 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 the light of the circumstances under which they are made, not misleading.
(d) The compliance by the Corporation has full corporate power, capacity and authority to undertake with all of the Offering, to enter into provisions of this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the certificates representing consummation of the Subscription Receipts (collectively, the “Corporation Offering Documents”) and the Amalgamation Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed transactions herein contemplated will not conflict with or executed and delivered by it result in accordance with a breach or violation of any of the terms hereof and thereofor provisions of, and or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Corporation has taken all necessary corporate or any of its Principal Subsidiaries is a party or by which any of them or their respective property is bound or to which any of their property or assets is subject, nor will such action to authorize the execution, delivery and performance result in any violation of the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Restated Certificate of Incorporation or By-Laws of the Corporation Offering Documents or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Corporation or its Principal Subsidiaries or any of their respective property; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the Amalgamation Agreement consummation by the Corporation of the transactions contemplated by this Agreement, except for the registration under the 1933 Act of the Notes and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in accordance connection with the provisions hereof purchase and thereofdistribution of the Notes by the Underwriters.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcyPanEnergy Corp, insolvencyPanhandle Eastern Pipe Line Company, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally.
(f) The entering into and the performance of the transactions contemplated herein and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:
(i) does not require any consent, approval, authorization or order of any court or governmental agency or body, except that which may be required under applicable securities legislation;
(ii) will not contravene any statute or regulation of any governmental authority which is binding on the Texas Eastern Transmission Corporation, where such contravention would materially Trunkline Gas Company and adversely affect the businessAlgonquin Gas Transmission Company, operationseach a Delaware corporation (and hereinafter called a "Principal Subsidiary"), capital or condition (financial or otherwise) of the Corporation; and
(iii) will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicable, byis an indirect wholly-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions of the Corporation or any mortgage, note, indenture, contract or agreement instrument, lease or other document to which the Corporation is a party, or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) owned subsidiary of the Corporation.
(g) Odyssey at its office in Toronto has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement.
(h) The Corporation is not party to or bound or affected by any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into this Agreement.
(i) There are no material changes or material facts relating to the Corporation or the Subsidiaries (as defined herein) that have not been disclosed to the Agents, and other than the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.
(j) All filings and fees required to be made and paid by the Corporation pursuant to applicable securities laws and general corporate law have been made and paid.
(k) The Corporation is a corporation duly incorporated and validly subsisting under the provincial laws of Ontario and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (as herein defined) as now being carried on by it or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “Business” means the business of cultivating, processing and selling at wholesale medical and recreational cannabis in the State of Nevada.
Appears in 2 contracts
Samples: Underwriting Agreement (Duke Capital Financing Trust Iii), Underwriting Agreement (Duke Capital Financing Trust Iii)
Representations and Warranties of the Corporation. The Corporation represents and warrants to and agrees with each of the Agents, Theia and the Purchasers, Underwriters and acknowledges that each of the Agents, Theia and the Purchasers are Underwriters is relying upon such representations and warranties, as followswarranties in connection with its execution and delivery of this Agreement that:
(a) All necessary corporate action The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the Corporation’s knowledge, threatened by the Commission; the Final Receipt has been taken to authorize obtained from the creation, issue Canadian Securities Commissions and sale of, and no order or action that would have the delivery effect of suspending the distribution of the Subscription ReceiptsOffered Units has been issued or taken by any Canadian Securities Commission and no proceedings for that purpose have been instituted or are pending or, in certificated or uncertificated formto the knowledge of the Corporation, and:are contemplated by any Canadian Securities Commission; and any request made to the Corporation on the part of any Canadian Securities Commission for additional information has been complied with.
(i) upon payment The Registration Statement did not contain, as of the requisite consideration thereforApplicable Time, and as of the Subscription Receipts Closing Date will not contain, any untrue statement of a material fact or omit to state a material fact required to be validly created and issued;
stated therein or necessary to make the statements therein not misleading, (ii) upon satisfaction the Canadian Prospectus and any amendment or supplement thereto will, when the Canadian Supplement (or any applicable amendment and/or supplement thereto) is filed, contain full, true and plain disclosure of all material facts relating to the Corporation and the Shares and the Warrants as required by Canadian Securities Laws (as defined below), and will 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 Escrow Release Conditions the Subscription Receipts shall convert automaticallycircumstances in which they were made, without additional payment thereforenot misleading, into Subscription Shares which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares Registration Statement, the U.S. Preliminary Prospectus and the U.S. Prospectus comply and will be validly issued, fully paid comply at the time of filing and non- assessable Class A Shares exchangeable at the Closing Date in accordance all material respects with the Amalgamation Agreement into Resulting Issuer Shares.
(b) The form Securities Act and terms the applicable rules and regulations of the Subscription Receipts have been approved Commission thereunder, (iv) the Canadian Preliminary Prospectus, the Canadian Prospectus and adoptedany amendment or supplement thereto comply and will comply at the time of filing and at the Closing Date in all material respects with Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Offered Units in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the directors Corporation, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the Corporation circumstances under which they were made, not misleading, and (vi) each of the Prospectuses as of their dates and as of the Closing Date does not contain and will not contain any untrue statement of a material fact or omit to state a material fact, necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not conflict apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein. The Form F-X conforms in all material respects with any applicable lawsthe requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act.
(c) The attributes Corporation has complied with all applicable securities laws in each of the Subscription Receipts Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions and all discretionary rulings and orders applicable to the Corporation, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”), required to be complied with by the Corporation to qualify the distribution of the Offered Units, the Shares and the Warrants to the public as contemplated hereby in each of the Canadian Qualifying Jurisdictions except for the filing of the Canadian Supplement.
(d) Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will conform be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the description thereof in requirements of the Subscription Agreements and Subscription Receipt Agreement.
(d) The Corporation has full corporate power, capacity and authority to undertake the Offering, to enter into this Agreement, the Subscription Agreements, the Subscription Receipt Agreement Securities Act and the certificates representing applicable rules and regulations of the Subscription Receipts (collectivelyCommission thereunder. Except for the free writing prospectuses, the “Corporation Offering Documents”) and the Amalgamation Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be doneif any, observed, performed identified in Schedule II or executed and delivered by it in accordance with the terms hereof and thereofIII hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has taken all necessary corporate action to authorize not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the execution, delivery and performance general eligibility requirements for use of Form F-10 under the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereofSecurities Act.
(e) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the Corporation Offering Documents circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rightsCommission thereunder, powersand none of such documents, privilegesas of their respective dates, remedies and/or interests contained or will contain any untrue statement of creditors generallya material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus, the U.S. Preliminary Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter expressly for use therein.
(f) The entering into Corporation’s outstanding common shares are listed on the Toronto Stock Exchange (the “TSX”) and the performance of New York Stock Exchange (the transactions contemplated herein “NYSE”) and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:
(i) does not require any consent, approval, authorization or order of any court or governmental agency or body, except that which may the Shares and Warrant Shares will be required under applicable securities legislation;
(ii) will not contravene any statute or regulation of any governmental authority which is binding listed and posted for trading on the Corporation, where such contravention would materially TSX and adversely affect the business, operations, capital or condition (financial or otherwise) of NYSE upon the Corporation; and
(iii) will not result in Corporation complying with the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of usual conditions imposed by the articles of incorporation, amalgamation, continuation, arrangementTSX and the NYSE, as applicable, by-laws with respect thereto and all amendments (ii) the Warrants will be listed and posted for trading on the TSX upon the Corporation complying with the usual conditions imposed by the TSX with respect thereto, subject to such articles distribution of the Warrants to the applicable minimum number of public securityholders pursuant to the offering of the Offered Units. The Corporation has taken no action designed to, or by-lawslikely to have the effect of, ordelisting the Corporation’s common shares from the TSX or the NYSE, in each case, such applicable documents nor has the Corporation received any notification that any Governmental Authority (collectivelyas defined below), the “Constating Documents”) TSX or resolutions the NYSE is contemplating terminating such listing. The Corporation is subject to, and is in full compliance in all material respects with the policies, rules and regulations of the Corporation or any mortgageTSX and the policies, note, indenture, contract or agreement instrument, lease or other document to which the Corporation is a party, or any judgment, decree or order or any term or provision thereof, where such contravention would materially rules and adversely affect the business, operations, capital or condition (financial or otherwise) regulations of the CorporationNYSE.
(g) Odyssey at its office in Toronto has been appointed as KPMG LLP, the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement.
(h) The Corporation is not party to or bound or affected by any commitmentCorporation’s auditors, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into this Agreement.
(i) There are no material changes or material facts relating independent public accountants with respect to the Corporation or and its consolidated subsidiaries (the Subsidiaries “Subsidiaries”) as required under applicable Canadian Securities Laws and U.S. Securities Laws (as defined hereinbelow). There has never been a “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) that have not been disclosed to between the AgentsCorporation and such auditors or any former auditors of the Corporation. The responsibilities and composition of the Corporation’s audit committee comply with, and other than the acquisition of 0000 X. Xxxxx Streetaudit committee operates in accordance with, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.
(j) All filings and fees required to be made and paid by the Corporation pursuant to applicable securities laws and general corporate law have been made and paid.
(k) The Corporation is a corporation duly incorporated and validly subsisting under the provincial laws of Ontario and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (as herein defined) as now being carried on by it or proposed to be carried on by it and to enter into this Agreement National Instrument 52-110 – Audit Committees and the Amalgamation Agreement and carry out its obligations thereunderapplicable requirements of the NYSE. As used in this Agreement, “BusinessU.S. Securities Laws” means the business of cultivatingSecurities Act and the Exchange Act, processing and selling at wholesale medical and recreational cannabis in the State of Nevadaapplicable state securities laws.
Appears in 2 contracts
Samples: Underwriting Agreement (Aurora Cannabis Inc), Underwriting Agreement (Aurora Cannabis Inc)
Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agents, Theia and the Purchasersto, and acknowledges that agrees with, the Agents, Theia and the Purchasers are relying upon such representations and warranties, as followsseveral Underwriters that:
(a) All necessary corporate action A registration statement (Nos. ), including a prospectus, relating to the Notes has been taken filed with the Securities and Exchange Commission ("Commission") under the Securities Act of 1933 (the "1933 Act"). Such registration statement and any post-effective amendment thereto, each in the form heretofore delivered to authorize you, and, excluding exhibits thereto but including all documents incorporated by reference in the creationprospectus contained therein, issue and sale ofto you for each of the other Underwriters, have been declared effective by the Commission in such form, and no stop order suspending the delivery effectiveness of such registration statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission (any preliminary prospectus included in such registration statement or filed with the Commission pursuant to Rule 424(a) of the Subscription Receiptsrules and regulations of the Commission under the 1933 Act being hereinafter called a "Preliminary Prospectus;" the various parts of such registration statement, including all exhibits thereto and including the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective, each as amended at the time such part of the registration statement became effective, being hereinafter called the "Registration Statement;" and the final prospectus relating to the Notes, in certificated the form in which it has most recently been filed, or uncertificated formtransmitted for filing, and:
(i) upon payment with the Commission prior to the date of this Agreement, being hereinafter called the "Prospectus;" and any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, as of the requisite consideration therefordate of such Preliminary Prospectus or Prospectus, as the Subscription Receipts will case may be; any reference to any amendment or supplement to any Preliminary Prospectus or Prospectus shall be validly created deemed to refer to and issued;
include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (ii) upon satisfaction the "1934 Act"), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Escrow Release Conditions Corporation filed pursuant to Section 13(a) or 15(d) of the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable 1934 Act after the effective date of the Registration Statement that is incorporated by reference in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer SharesRegistration Statement).
(b) The form Registration Statement conforms and terms the Prospectus will conform in all material respects to the requirements of the Subscription Receipts have been approved 1933 Act and adoptedthe rules and regulations thereunder ("1933 Act Regulations"), by and the directors Registration Statement does not and the Prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing does not apply to statements or omissions in any such document based upon written information furnished to the Corporation and do not conflict with by any applicable lawsUnderwriter specifically for use therein.
(c) The attributes of documents incorporated by reference in the Subscription Receipts will conform Prospectus, at the time they were filed with the Commission, complied in all material respects with the description thereof in requirements of the Subscription Agreements Securities Exchange Act of 1934 (the "1934 Act") and Subscription Receipt Agreement.the rules and regulations of the Commission thereunder (the "1934 Act Regulations"), and, when read together with
(d) The compliance by the Corporation has full corporate power, capacity and authority to undertake with all of the Offering, to enter into provisions of this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the certificates representing consummation of the Subscription Receipts (collectively, the “Corporation Offering Documents”) and the Amalgamation Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed transactions herein contemplated will not conflict with or executed and delivered by it result in accordance with a breach or violation of any of the terms hereof and thereofor provisions of, and or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Corporation has taken all necessary corporate or any of its Principal Subsidiaries is a party or by which any of them or their respective property is bound or to which any of their property or assets is subject, nor will such action to authorize the execution, delivery and performance result in any violation of the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Restated Certificate of Incorporation or By-Laws of the Corporation Offering Documents or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Corporation or its Principal Subsidiaries or any of their respective property; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the Amalgamation Agreement consummation by the Corporation of the transactions contemplated by this Agreement, except for the registration under the 1933 Act of the Notes and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in accordance connection with the provisions hereof purchase and thereofdistribution of the Notes by the Underwriters.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcyPanEnergy Corp, insolvencyPanhandle Eastern Pipe Line Company, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally.
(f) The entering into and the performance of the transactions contemplated herein and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:
(i) does not require any consent, approval, authorization or order of any court or governmental agency or body, except that which may be required under applicable securities legislation;
(ii) will not contravene any statute or regulation of any governmental authority which is binding on the Texas Eastern Transmission Corporation, where such contravention would materially Trunkline Gas Company and adversely affect the businessAlgonquin Gas Transmission Company, operationseach a Delaware corporation (and hereinafter called a "Principal Subsidiary"), capital or condition (financial or otherwise) of the Corporation; and
(iii) will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicable, byis an indirect wholly-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions of the Corporation or any mortgage, note, indenture, contract or agreement instrument, lease or other document to which the Corporation is a party, or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) owned subsidiary of the Corporation.
(g) Odyssey at its office in Toronto has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement.
(h) The Corporation is not party to or bound or affected by any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into this Agreement.
(i) There are no material changes or material facts relating to the Corporation or the Subsidiaries (as defined herein) that have not been disclosed to the Agents, and other than the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.
(j) All filings and fees required to be made and paid by the Corporation pursuant to applicable securities laws and general corporate law have been made and paid.
(k) The Corporation is a corporation duly incorporated and validly subsisting under the provincial laws of Ontario and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (as herein defined) as now being carried on by it or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “Business” means the business of cultivating, processing and selling at wholesale medical and recreational cannabis in the State of Nevada.
Appears in 2 contracts
Samples: Underwriting Agreement (Duke Capital Financing Trust Iii), Underwriting Agreement (Duke Capital Financing Trust Iii)
Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to for the Agents, Theia and benefit of the Purchasers, and acknowledges that the Agents, Theia and the Purchasers are relying upon such representations and warranties, Subscriber as follows:
(a) All necessary corporate action has been taken to authorize the creationCorporation is (and will be at the Closing Time) a reporting issuer in the Provinces of Ontario, issue Alberta and sale ofBritish Columbia, and the delivery is in compliance with all material obligations under applicable securities legislation of the Subscription Receipts, in certificated or uncertificated form, and:
(i) upon payment of the requisite consideration therefor, the Subscription Receipts will be validly created and issuedsuch jurisdictions;
(ii) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares.
(b) The form the Corporation has been duly incorporated and terms organized and is validly subsisting under the laws of the Subscription Receipts have been approved Province of Ontario and adopted, by the directors of the Corporation has all requisite corporate power and do not conflict with any applicable laws.authority to own its assets and to carry on its business as currently conducted;
(c) The attributes of the Subscription Receipts will conform in all material respects with the description thereof in the Subscription Agreements and Subscription Receipt Agreement.
(d) The Corporation has full corporate power, capacity and authority to undertake the Offering, to enter into this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the certificates representing the Subscription Receipts (collectively, the “Corporation Offering Documents”) and the Amalgamation Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof, and the Corporation has taken is conducting its business in material compliance with all necessary corporate action to authorize the execution, delivery and performance of the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting each jurisdiction in which its business is carried on and is duly licensed, registered or qualified in all jurisdictions in which it carries on business to enable its business to be carried on as now conducted and all such licences, registrations and qualifications are and will at the rightsClosing Time be valid, powers, privileges, remedies and/or interests of creditors generally.
(f) The entering into and the performance of the transactions contemplated herein subsisting and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:
(i) does not require any consent, approval, authorization or order of any court or governmental agency or bodygood standing, except that in respect of matters which may be required under applicable securities legislation;
(ii) do not and will not contravene result in any statute or regulation adverse material change in respect of any governmental authority which is binding on the Corporation, where and except for the failure to be so qualified or the absence of any such contravention would materially license, registration or qualification which does not and adversely affect will not have a material adverse effect on the business, results of operations, capital prospects or condition (financial or otherwise) of the Corporation; andCorporation and its subsidiaries, on a consolidated basis;
(iiid) the Corporation has all required corporate power and authority to enter into and carry out the provisions of this subscription agreement and the transactions contemplated hereby and all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation to duly authorize the execution and delivery of this subscription agreement and such other agreements and instruments and the consummation of the transactions contemplated thereby and so as to validly create, issue and deliver the Common Shares and Warrants subscribed thereby and to validly create and allot for issuance the Common Shares and Warrant Shares;
(e) the Corporation is not in default or in breach in any material respect of, and the execution and delivery of this subscription agreement by the Corporation, the performance and compliance with the terms of this subscription agreement, the issue and sale of the Common Shares and Warrant Shares will not result in the any breach of, or be in conflict with, with or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default either directly or indirectly under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicableconstating documents, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions of the Corporation or any material mortgage, note, indenture, contract or agreement contract, agreement, instrument, lease or other document to which the Corporation any of them is a partyparty or by which any of them is bound;
(f) the Common Shares and the Warrants Shares, or any judgment, decree or order or any term or provision thereof, where such contravention would materially if and adversely affect when issued in accordance with the business, operations, capital or condition (financial or otherwise) terms of the Corporation.Warrant certificates, as applicable, will be validly issued and outstanding as fully paid and non-assessable;
(g) Odyssey at its office no approval, authorization, consent or other order of, and no filing, registration or recording with, any governmental authority is required by the Corporation in Toronto has been appointed as connection with the Subscription Receipt execution and Escrow Agent under delivery or with the Subscription Receipt Agreement.performance by the Corporation of this subscription agreement except in compliance with the rules of the TSX;
(h) The Corporation is not party this subscription agreement and all other agreements required in connection with the issue and sale of the Units have been or will be, at or prior to or bound or affected the Closing Time, duly authorized, executed and delivered by any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into this Agreement.and will be valid and binding obligations of the Corporation enforceable in accordance with their respective terms (except as the enforceability thereof may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors’ rights generally, (ii) general equitable principles or (iii) limitations under applicable law in respect of rights of indemnity, contribution and waiver of contribution); and
(i) There are no material changes or material facts relating to the Corporation or intends that the Subsidiaries (as defined herein) that have not been disclosed to net proceeds of the Agents, and other than Offering will be used substantially in the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (manner specified in Schedule “3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse TakeoverB” hereto.
(j) All filings and fees required to be made and paid by Forthwith after the Closing, the Corporation pursuant to applicable securities laws shall file such forms and general corporate law have been made and paid.
(k) The Corporation is a corporation duly incorporated and validly subsisting documents as may be required under the provincial laws Applicable Securities Laws relating to the Offering and any further documents as may be required by any applicable regulatory authority which, without limiting the generality of Ontario the foregoing, shall include a Report of Exempt Distribution 45-106F1 as prescribed by National Instrument 45-106-Prospectus and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (as herein defined) as now being carried on by it or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “Business” means the business of cultivating, processing and selling at wholesale medical and recreational cannabis in the State of NevadaRegistration Exemptions.
Appears in 1 contract
Samples: Subscription Agreement (Northcore Technologies Inc.)
Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to for the Agents, Theia and benefit of the Purchasers, and acknowledges that the Agents, Theia and the Purchasers are relying upon such representations and warranties, Subscribers as follows:
(a) All necessary corporate action has been taken to authorize the creationCorporation is (and will be at the Closing Time) a reporting issuer in the Provinces of Ontario, issue Alberta and sale ofBritish Columbia, and the delivery is in compliance with all material obligations under Applicable Securities Laws of the Subscription Receipts, in certificated or uncertificated form, and:
(i) upon payment of the requisite consideration therefor, the Subscription Receipts will be validly created and issuedsuch jurisdictions;
(ii) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares.
(b) The form the Corporation has been duly incorporated and terms organized and is validly subsisting under the laws of the Subscription Receipts have been approved Province of Ontario and adopted, by the directors of the Corporation has all requisite corporate power and do not conflict with any applicable laws.authority to own its assets and to carry on its business as currently conducted;
(c) The attributes of the Subscription Receipts will conform in all material respects with the description thereof in the Subscription Agreements and Subscription Receipt Agreement.
(d) The Corporation has full corporate power, capacity and authority to undertake the Offering, to enter into this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the certificates representing the Subscription Receipts (collectively, the “Corporation Offering Documents”) and the Amalgamation Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof, and the Corporation has taken is conducting its business in material compliance with all necessary corporate action to authorize the execution, delivery and performance of the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting each jurisdiction in which its business is carried on and is duly licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are and will at the rightsClosing Time be valid, powers, privileges, remedies and/or interests of creditors generally.
(f) The entering into and the performance of the transactions contemplated herein subsisting and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:
(i) does not require any consent, approval, authorization or order of any court or governmental agency or bodygood standing, except that in respect of matters which may be required under applicable securities legislation;
(ii) do not and will not contravene result in any statute or regulation adverse material change in respect of any governmental authority which is binding on the Corporation, where and except for the failure to be so qualified or the absence of any such contravention would materially license, registration or qualification which does not and adversely affect will not have a material adverse effect on the assets or properties, business, results of operations, capital prospects or condition (financial or otherwise) of the Corporation; andCorporation and its subsidiaries, on a consolidated basis;
(iiid) the Corporation has all required corporate power and authority to enter into and carry out the provisions of this subscription agreement and the transactions contemplated hereby and all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation to duly authorize the execution and delivery of this subscription agreement and such other agreements and instruments and the consummation of the transactions contemplated thereby and so as to validly create and irrevocably allot for issuance the Common Shares subscribed thereby.
(e) the Corporation is neither in default or in breach in any material respect of, and the execution and delivery of this subscription agreement by the Corporation, the performance and compliance with the terms of this subscription agreement, the issue and sale of the Common Shares will not result in the any breach of, or be in conflict with, with or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default either directly or indirectly under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicableconstating documents, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions of the Corporation or any material mortgage, note, indenture, contract or agreement contract, agreement, instrument, lease or other document to which the Corporation it is a party, party or any judgment, decree or order or any term or provision thereof, where such contravention would materially by which it is bound;
(f) the Common Shares issuable pursuant to the Offering will be validly issued and adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation.outstanding as fully paid and non-assessable;
(g) Odyssey at its office no approval, authorization, consent or other order of, and no filing, registration or recording with, any governmental authority is required by the Corporation in Toronto has been appointed as connection with the Subscription Receipt execution and Escrow Agent under delivery or with the Subscription Receipt Agreement.performance by the Corporation of this subscription agreement except in compliance with and the rules of the TSX;
(h) The Corporation is not party to or bound or affected by any commitmentthe best of the Corporation’s knowledge, agreement or document containing any covenant which would prohibit or restrict information and belief, no portion of the Corporation from entering into this Agreement.Corporation’s Information Record contained a misrepresentation as at its date of public dissemination;
(i) There are there has been no adverse material changes or change in relation to the Corporation since March 23, 2007, and no adverse material facts relating fact exists in relation to the Corporation or the Subsidiaries (as defined herein) that have its securities which, in either case, has not been generally disclosed to or disclosed in the Agents, and other than the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.Corporation’s Information Record;
(j) All filings this subscription agreement and fees all other agreements required in connection with the issue and sale of the Common Shares have been or will be, at or prior to be made the Closing Time, duly authorized, executed and paid delivered by the Corporation pursuant to and will be valid and binding obligations of the Corporation enforceable in accordance with their respective terms (except as the enforceability thereof may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors’ rights generally, (ii) general equitable principles or (iii) limitations under applicable securities laws law in respect of rights of indemnity, contribution and general corporate law have been made and paid.waiver of contribution); and
(k) The the Corporation is a corporation duly incorporated intends that the net proceeds of the Offering will be used substantially in the manner specified in Schedule “B” hereto.
(l) Forthwith after the Closing, the Corporation shall file such forms and validly subsisting documents as may be required under the provincial laws Applicable Securities Laws relating to the Offering and any further documents as may be required by any applicable regulatory authority which, without limiting the generality of Ontario the foregoing, shall include a Form 45-501F1 as prescribed by the Securities Act (Ontario) and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (a Form 45-106F1 as herein defined) as now being carried on prescribed by it or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “Business” means the business of cultivating, processing and selling at wholesale medical and recreational cannabis in the State of NevadaNational Instrument 45-106.
Appears in 1 contract
Samples: Subscription Agreement (Northcore Technologies Inc.)
Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Agents, Theia and intending that the Purchasers, and acknowledges that same may be relied upon by the Agents, Theia and the Purchasers are relying upon such representations and warranties, as followsthat:
(a) All necessary corporate action has been taken to authorize the creation, issue and sale of, and the delivery of the Subscription Receipts, in certificated or uncertificated form, and:
(i) upon payment of the requisite consideration therefor, the Subscription Receipts will be validly created and issued;
(ii) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares.
(b) The form and terms of the Subscription Receipts have been approved and adopted, by the directors each of the Corporation and do not conflict with any applicable laws.
(c) The attributes of the Subscription Receipts will conform in all material respects with the description thereof in the Subscription Agreements and Subscription Receipt Agreement.
(d) The Corporation has full corporate power, capacity and authority to undertake the Offering, to enter into this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the certificates representing the Subscription Receipts (collectively, the “Corporation Offering Documents”) and the Amalgamation Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof, and the Corporation has taken all necessary corporate action to authorize the execution, delivery and performance of the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement Material Subsidiaries has been executed duly incorporated, continued or amalgamated and delivered by organized and is validly existing under the Corporation and constitutes a valid and legally binding obligation laws of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally.
(f) The entering into and the performance of the transactions contemplated herein and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:
(i) does not require any consent, approval, authorization or order of any court or governmental agency or body, except that which may be required under applicable securities legislation;
(ii) will not contravene any statute or regulation of any governmental authority which is binding on the Corporation, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation; and
(iii) will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the articles jurisdiction of incorporation, continuance or amalgamation, continuation, arrangement, as applicable, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions of the Corporation or any mortgage, note, indenture, contract or agreement instrument, lease or other document to which the Corporation is a party, or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation.
(g) Odyssey at its office in Toronto has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement.
(h) The Corporation is not party to or bound or affected by any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into this Agreement.
(i) There are no material changes or material facts relating to the Corporation or the Subsidiaries (as defined herein) that have not been disclosed to the Agents, and other than the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.
(j) All filings and fees required to be made and paid by the Corporation pursuant to applicable securities laws and general corporate law have been made and paid.
(k) The Corporation is a corporation duly incorporated and validly subsisting under the provincial laws of Ontario and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, authority to carry on its Business (as herein defined) business as now being carried on by it or proposed to be carried on by it conducted, and to enter into this Agreement own, lease and operate its properties and assets, and the Amalgamation Agreement Corporation has all requisite power and authority to carry out its obligations thereunder. As used in under this Agreement;
(b) the only material operating subsidiaries of the Corporation are listed in Schedule “A”;
(c) the Corporation or one of its Material Subsidiaries owns the issued and outstanding shares of each of the Material Subsidiaries as set out in Schedule “A”, in each case free and clear of any pledge, lien, security interest, charge, claim or encumbrance other than as described in Schedule “Business” means B”;
(d) the business Corporation is a reporting issuer or the equivalent in each of cultivatingthe Qualifying Provinces and the Corporation is not in default in any material respect of any of the requirements of Canadian Securities Laws;
(e) as of the date hereof, processing the Corporation has complied with the requirements of the Canadian Securities Laws pursuant to which it is subject and selling at wholesale medical has provided full, true and recreational cannabis plain disclosure of all material facts (as defined in the State Securities Act (Ontario)) relating to the Corporation on a consolidated basis in the Company Public Disclosure Documents and the Company Public Disclosure Documents do not contain any misrepresentation (as defined in the Securities Act (Ontario)) as of Nevada.the date hereof, provided that the foregoing shall not apply with respect to statements contained in such documents relating solely to the Agents, the U.S. Placement Agents or Selling Firms or provided by the Agents, the U.S. Placement Agents or Selling Firms and to the extent that any information or statement in a Company Public Disclosure Document has been superseded by any subsequent information or statement in a subsequent Company Public Disclosure Document;
(f) no order, ruling or determination having the effect of ceasing, suspending or restricting trading in any securities of the Corporation or the sale of the Debentures has been issued and no proceedings, investigations or inquiries for such purpose are pending or, to the Corporation’s knowledge, threatened;
(g) the Corporation’s Common Shares are posted and listed for trading on the Exchanges and the Corporation is not in default in any material respect of any of the listing requirements of the Exchanges;
(h) each Company Public Disclosure Document complied when so filed in all material respects with Canadian Securities Laws as interpreted and applied by the Canadian securities regulatory authorities, and each document filed with the SEC since December 31, 2005 pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act complied when so filed in all material respects with U.S. Securities Laws; and none of such documents contained, at the time of its filing, any untrue statement of a material fact or omitted at the time of its filing 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 or are made, not misleading, except to the extent superseded by any subsequent information or statement in a subsequent Company Public Disclosure Document;
(i) there has not been a “reportable event” (as that term is defined in Part V of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) with the auditors of the Corporation;
(j) other than as set forth in the Company Public Disclosure Documents, or in the Corporation’s Stock Option Plans, the Corporation is not a party to and has not entered into any agreement, warrant, option, right or privilege reasonably capable of becoming an agreement, for the purchase, subscription or issuance of any Common Shares or securities convertible into or exchangeable for Common Shares;
(k) as at November 6, 2007, the authorized share capital of the Corporation consisted of an unlimited number of Common Shares and an unlimited number of First Preferred shares, of which 233,545,281 Common Shares and no First Preferred shares are issued and outstanding;
(l) the Corporation and each of the Material Subsidiaries have conducted and are conducting their respective businesses in material compliance with all applicable laws, rules, regulations, tariffs, orders and directives, including without limitation, all laws, regulations and statutes relating to mining and to mining claims, concessions or leases, and environmental, health and safety laws, rules, regulations, or policies or other lawful requirements of any governmental or regulatory bodies having jurisdiction over the Corporation and the Material Subsidiaries in each jurisdiction in which the Corporation or the Material Subsidiaries carries on their respective businesses, other than those in respect of which the failure to comply would not individually or in the aggregate be material and adverse to the Corporation and the Material Subsidiaries (taken as a
Appears in 1 contract
Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to for the Agents, Theia and benefit of the Purchasers, and acknowledges that the Agents, Theia and the Purchasers are relying upon such representations and warranties, Subscribers as follows:
(a) All necessary corporate action has been taken to authorize the creationCorporation is (and will be at the Closing Time) a reporting issuer in the Provinces of Ontario, issue Alberta and sale ofBritish Columbia, and the delivery is in compliance with all material obligations under Applicable Securities Laws of the Subscription Receipts, in certificated or uncertificated form, and:
(i) upon payment of the requisite consideration therefor, the Subscription Receipts will be validly created and issuedsuch jurisdictions;
(ii) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares.
(b) The form the Corporation has been duly incorporated and terms organized and is validly subsisting under the laws of the Subscription Receipts have been approved Province of Ontario and adopted, by the directors of the Corporation has all requisite corporate power and do not conflict with any applicable laws.authority to own its assets and to carry on its business as currently conducted;
(c) The attributes of the Subscription Receipts will conform in all material respects with the description thereof in the Subscription Agreements and Subscription Receipt Agreement.
(d) The Corporation has full corporate power, capacity and authority to undertake the Offering, to enter into this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the certificates representing the Subscription Receipts (collectively, the “Corporation Offering Documents”) and the Amalgamation Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof, and the Corporation has taken is conducting its business in material compliance with all necessary corporate action to authorize the execution, delivery and performance of the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting each jurisdiction in which its business is carried on and is duly licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are and will at the rightsClosing Time be valid, powers, privileges, remedies and/or interests of creditors generally.
(f) The entering into and the performance of the transactions contemplated herein subsisting and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:
(i) does not require any consent, approval, authorization or order of any court or governmental agency or bodygood standing, except that in respect of matters which may be required under applicable securities legislation;
(ii) do not and will not contravene result in any statute or regulation adverse material change in respect of any governmental authority which is binding on the Corporation, where and except for the failure to be so qualified or the absence of any such contravention would materially license, registration or qualification which does not and adversely affect will not have a material adverse effect on the assets or properties, business, results of operations, capital prospects or condition (financial or otherwise) of the Corporation; andCorporation and its subsidiaries, on a consolidated basis;
(iiid) the Corporation has all required corporate power and authority to enter into and carry out the provisions of this subscription agreement and the transactions contemplated hereby and all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation to duly authorize the execution and delivery of this subscription agreement and such other agreements and instruments and the consummation of the transactions contemplated thereby and so as to validly create, issue and deliver the Debentures and Warrants subscribed thereby and to validly create and irrevocably allot for issuance the Underlying Securities;
(e) the Corporation is neither in default or in breach in any material respect of, and the execution and delivery of this subscription agreement by the Corporation, the performance and compliance with the terms of this subscription agreement, the issue and sale of the Debentures and Warrants, and the issue of the Underlying Securities will not result in the any breach of, or be in conflict with, with or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default either directly or indirectly under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicableconstating documents, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions of the Corporation or any material mortgage, note, indenture, contract or agreement contract, agreement, instrument, lease or other document to which the Corporation it is a party, party or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect by which it is bound;
(f) the business, operations, capital or condition (financial or otherwise) Common Shares issuable upon exercise of the Corporation.conversion rights under its Debentures, if and when issued in accordance with the Debentures, as applicable, and the Common Shares issuable upon exercise of the Warrants, if and when issued in accordance with the Warrants, as applicable, will be validly issued and outstanding as fully paid and non-assessable;
(g) Odyssey at its office no approval, authorization, consent or other order of, and no filing, registration or recording with, any governmental authority is required by the Corporation in Toronto has been appointed as connection with the Subscription Receipt execution and Escrow Agent under delivery or with the Subscription Receipt Agreement.performance by the Corporation of this subscription agreement except in compliance with and the rules of the TSX;
(h) The Corporation is not party to or bound or affected by any commitmentthe best of the Corporation’s knowledge, agreement or document containing any covenant which would prohibit or restrict information and belief, no portion of the Corporation from entering into this Agreement.Corporation’s Information Record contained a misrepresentation as at its date of public dissemination;
(i) There are there has been no adverse material changes or change in relation to the Corporation since May 14, 2008, and no adverse material facts relating fact exists in relation to the Corporation or the Subsidiaries (as defined herein) that have its securities which, in either case, has not been generally disclosed to or disclosed in the Agents, and other than the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.Corporation’s Information Record;
(j) All filings this subscription agreement and fees all other agreements required in connection with the issue and sale of the Debentures have been or will be, at or prior to be made the Closing Time, duly authorized, executed and paid delivered by the Corporation pursuant to and will be valid and binding obligations of the Corporation enforceable in accordance with their respective terms (except as the enforceability thereof may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors’ rights generally, (ii) general equitable principles or (iii) limitations under applicable securities laws law in respect of rights of indemnity, contribution and general corporate law have been made and paid.waiver of contribution); and
(k) The the Corporation is a corporation duly incorporated intends that the net proceeds of the Offering will be used substantially in the manner specified in Schedule “B” hereto.
(l) Forthwith after the Closing, the Corporation shall file such forms and validly subsisting documents as may be required under the provincial laws Applicable Securities Laws relating to the Offering and any further documents as may be required by any applicable regulatory authority which, without limiting the generality of Ontario the foregoing, shall include a Form 45-501F1 as prescribed by the Securities Act (Ontario) and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (a Form 45-106F1 as herein defined) as now being carried on prescribed by it or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “Business” means the business of cultivating, processing and selling at wholesale medical and recreational cannabis in the State of NevadaNational Instrument 45-106.
Appears in 1 contract
Samples: Debenture Subscription Agreement (Northcore Technologies Inc.)
Representations and Warranties of the Corporation. (1) The Corporation hereby represents and warrants to the AgentsUnderwriters, Theia and the Purchasers, and acknowledges intending that the Agentssame may be relied upon by the Underwriters, Theia and the Purchasers are relying upon such representations and warranties, as followsthat:
(a) All necessary corporate action each of the Corporation and the Material Subsidiaries has been taken duly incorporated, continued or amalgamated and organized and is validly existing under the laws of its jurisdiction of incorporation, continuance or amalgamation, has all requisite corporate power and authority to authorize carry on its business as now conducted and as contemplated by the creationFinal Prospectus, issue and sale ofto own, lease and operate its properties and assets, and the delivery Corporation has all requisite power and authority to carry out its obligations under this Agreement;
(b) the only material operating subsidiaries of the Subscription ReceiptsCorporation are listed in Schedule A;
(c) the Corporation or one of its Material Subsidiaries owns the issued and outstanding shares of each of the Material Subsidiaries as set out in Schedule A, in certificated each case free and clear of any pledge, lien, security interest, charge, claim or uncertificated formencumbrance other than as described in the Final Prospectus or the Incorporated Documents;
(d) the Corporation is a reporting issuer or the equivalent in each of the Qualifying Provinces and the Corporation is not in default of any of the requirements of the securities laws of such jurisdictions;
(e) the Corporation was and is eligible to use the POP System and at the respective times of filing, and:each of the Preliminary Prospectus and the Final Prospectus together with any Prospectus Amendment and any Supplementary Material have and will comply with the requirements of the Canadian Securities Laws pursuant to which they have been filed, have and will provide full, true and plain disclosure of all material facts (as defined in the Securities Act (Ontario)) relating to the Corporation on a consolidated basis and to the Common Shares and will not contain any misrepresentation (as defined in the Securities Act (Ontario)), provided that the foregoing shall not apply with respect to statements contained in such documents relating solely to the Underwriters;
(f) no order, ruling or determination having the effect of ceasing, suspending or restricting trading in any securities of the Corporation or the sale of the Common Shares has been issued and no proceedings, investigations or inquiries for such purpose are pending or, to the Corporation’s knowledge, threatened;
(g) the Corporation’s common shares are, and the Common Shares will be, posted and listed for trading on the Exchanges and the Corporation is not in default in any material respect of any of the listing requirements of the Exchanges;
(h) other than options under the Corporation’s Stock Option Plans, the Corporation is not a party to and has not entered into any agreement, warrant, option, right or privilege reasonably capable of becoming an agreement, for the purchase, subscription or issuance of any Common Shares or securities convertible into or exchangeable for Common Shares other than as set out in Schedule B;
(i) upon payment as at December 5, 2003, the authorized share capital of the requisite consideration thereforCorporation consisted of an unlimited number of Common Shares and an unlimited number of First Preferred shares, the Subscription Receipts will be validly created of which 125,439,306 Common Shares and issuedno First Preferred shares are issued and outstanding;
(iij) upon satisfaction the Corporation and each of the Escrow Release Conditions Material Subsidiaries have conducted and are conducting their respective businesses in compliance with all applicable laws, rules, regulations, tariffs, orders and directives, including without limitation, all laws, regulations and statutes relating to mining and to mining claims, concessions or leases, and environmental, health and safety laws, rules, regulations, or policies or other lawful requirements of any governmental or regulatory bodies having jurisdiction over the Subscription Receipts shall convert automaticallyCorporation and the Material Subsidiaries in each jurisdiction in which the Corporation or the Material Subsidiaries carries on their respective businesses, without additional payment therefore, into Subscription Shares other than those in respect of which Subscription Shares will the failure to comply would not individually or in the aggregate be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares.
(b) The form and terms of the Subscription Receipts have been approved and adopted, by the directors material. Each of the Corporation and do not conflict with any applicable laws.
(c) The attributes of the Subscription Receipts will conform in Material Subsidiaries holds all material respects with the description thereof in the Subscription Agreements certificates, authorities, permits, licenses, registrations and Subscription Receipt Agreement.
(d) The Corporation has full corporate power, capacity and authority to undertake the Offering, to enter into this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the certificates representing the Subscription Receipts qualifications (collectively, the “Corporation Offering DocumentsAuthorities”) in all jurisdictions in which each carries on its business and which are material for and necessary or desirable to carry on their respective businesses as now conducted. To the Amalgamation Agreement best of the Corporation’s knowledge, information and belief all the Authorities are valid and existing and in good standing and none of the Authorities contain any burdensome term, provision, condition or limitation which has or is likely to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with have any material adverse effect on the terms hereof and thereof, and the Corporation has taken all necessary corporate action to authorize the execution, delivery and performance business of the Corporation Offering Documents and the Amalgamation Agreement and Material Subsidiaries (taken as a whole) as now conducted or as proposed to observe and perform be conducted. Neither the provisions Corporation nor any of the Corporation Offering Documents and Material Subsidiaries has received any notice of proceedings relating to the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each revocation or modification of any of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist Authorities which, singly or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally.
(f) The entering into and the performance of the transactions contemplated herein and in the other Corporation Offering Documents and in aggregate, if the Amalgamation Agreement by the Corporation:
(i) does not require any consentsubject of an unfavourable decision, approvalruling or finding, authorization or order of any court or governmental agency or body, except that which may be required under applicable securities legislation;
(ii) will not contravene any statute or regulation of any governmental authority which is binding on the Corporation, where such contravention would materially and adversely affect the business, operations, capital financial condition, or condition (financial or otherwise) income of the CorporationCorporation or the Material Subsidiaries (taken as a whole) or any notice of the revocation or cancellation of, or any intention to revoke or cancel, any of the mining claims, concessions or leases comprising:
(i) the Bogoso/Prestea property;
(ii) the Mampon property;
(iii) the Xxxx Xxxxxx property;
(iv) the Yaou and Dorlin properties; and
(iiiv) will not result the Wassa property. The above-noted properties are referred to, collectively, as the “Resource Properties” and each such property, other than the Mampon property, is as described in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicable, byForm 10-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions K of the Corporation or any mortgagedated March 25, note2003. The Bogoso/Prestea property, indenturethe Mampon property and the Wassa property, contract or agreement instrumentare referred to, lease or other document to which collectively, as the Corporation is a party, or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation“Material Resource Properties”.
(gk) Odyssey at its office in Toronto has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement.
(h) The Corporation is not party to or bound or affected by any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into this Agreement.
(i) There and each of its Material Subsidiaries have good and marketable title to all assets owned by them free and clear of all liens, charges and encumbrances, other than as described in the Incorporated Documents and other than such liens, charges and encumbrances that are no not individually or in the aggregate material changes or material facts relating to the Corporation or the Material Subsidiaries;
(l) all interests in the Resource Properties are owned, leased or held by the Corporation or its Material Subsidiaries as owner or lessee thereof, are so owned with good and marketable title or are so leased with good and valid title, are in good standing, are valid and enforceable, are free and clear of any liens, charges or encumbrances and no royalty is payable in respect of any of them, except as set out in the Final Prospectus or the Incorporated Documents or as are not individually or in the aggregate material to the Corporation or Material Subsidiaries, or other than as would not have a material effect on the value of such interests; no other material property rights are necessary for the conduct or intended conduct of the Corporation’s or the Material Subsidiaries’ business and there are no restrictions on the ability of the Corporation or the Material Subsidiaries to use, transfer or otherwise exploit any such property rights, except as set out in the Final Prospectus or the Incorporated Documents;
(m) (A) the Corporation and its Material Subsidiaries are in material compliance with all material terms and provisions of all contracts, agreements, indentures, leases, instruments and licences material to the conduct of its business and (B) all such contracts, agreements, indentures, leases, policies, instruments and licences are valid and binding in accordance with their terms and in full force and effect;
(n) to the best of the Corporation’s knowledge, information and belief none of the real property (and the buildings constructed thereon) in which the Corporation or any of the Material Subsidiaries has a direct or indirect interest, whether leasehold or fee simple or otherwise (the “Real Property”), or upon or within which it has operations, is subject to any judicial or administrative proceeding alleging the violation of any federal, provincial, state or municipal environmental, health or safety statute or regulation, domestic or foreign, or is subject to any investigation concerning whether any remedial action is needed to respond to a release of any Hazardous Material (as defined hereinbelow) that have not been disclosed to into the Agents, and other than the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements environment. Except in material compliance with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.
(j) All filings and fees required to be made and paid by the Corporation pursuant to applicable securities laws and general corporate law have been made and paid.
(k) The Corporation is a corporation duly incorporated and validly subsisting under the provincial laws of Ontario and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (as herein defined) as now being carried on by it or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “Business” means the business of cultivating, processing and selling at wholesale medical and recreational cannabis in the State of Nevada.environmental
Appears in 1 contract
Representations and Warranties of the Corporation. (a) The Corporation represents and warrants to the Agents, Theia and the Purchasers, Agents and acknowledges that the Agents, Theia and the Purchasers Agents are relying upon such the following representations and warranties, as follows:
(a) All necessary corporate action has been taken to authorize warranties in entering into this Agreement and completing the creation, issue and sale of, and the delivery of the Subscription Receipts, in certificated or uncertificated form, andtransactions contemplated hereunder:
(i) upon payment of the requisite consideration therefor, the Subscription Receipts will be validly Corporation is a corporation duly created and issued;
validly existing as a corporation under the Business Corporations Act (iiOntario) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares.
(b) The form and terms of the Subscription Receipts have been approved and adopted, by the directors of the Corporation and do not conflict with any applicable laws.
(c) The attributes of the Subscription Receipts will conform in has all material respects with the description thereof in the Subscription Agreements and Subscription Receipt Agreement.
(d) The Corporation has full corporate requisite power, capacity and authority to undertake own or lease and to manage its properties and assets and to conduct the OfferingBusiness, all as contemplated in the Prospectus;
(ii) the Corporation is a reporting issuer in each of the provinces of Canada and is not in default of any requirement under Securities Laws;
(iii) each Principal Subsidiary is a subsidiary of the Corporation that is material to the operations of the Business and each Principal Subsidiary is an entity duly formed and validly existing under the Laws of the jurisdiction of its formation;
(iv) all of the equity securities of each of the Corporate Entities outstanding on the date hereof have been duly authorized and validly issued as fully paid and, to enter into this Agreementthe extent applicable, non-assessable;
(v) the Subscription AgreementsBusiness has been and is being operated by the Corporate Entities in compliance in all material respects with all Laws and Authorizations and all such Authorizations are valid and existing and in good standing, the Subscription Receipt Agreement and the certificates representing the Subscription Receipts (collectively, the “Corporation Offering Documents”) and the Amalgamation Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder except where such failure to be donevalid, observedexisting and/or in good standing would not have a material adverse effect on the Corporate Entities taken as a whole, performed and none of them contains any term, provision, condition or executed limitation which has a material adverse effect on the Corporate Entities taken as a whole;
(vi) each of the Corporate Entities has conducted and delivered by it is conducting its Business in accordance compliance with the terms hereof and thereofprovisions of its constating and organizational documents in all material respects;
(vii) this Agreement has been, and prior to the Corporation has taken all necessary corporate action to authorize Time of Closing the execution, delivery and performance of the Corporation Offering Documents Trust Indenture and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been Series Supplement will be, duly authorized, executed and delivered by the Corporation and constitutes a constitute legal, valid and legally binding obligation obligations of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or their respective terms, except where enforceability may be enacted in applicable laws relating to limited by bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement moratorium or winding-up similar Laws affecting creditors’ rights generally and other laws, rules and regulations general principles of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally.equity;
(fviii) The entering into the issuance of the Debentures by the Corporation to be distributed by the Agents in accordance with the terms of this Agreement has been authorized by all necessary action of the Corporation;
(ix) no Authorization is required by any of the Corporate Entities for the execution and delivery of and the performance by the Corporation of its obligations under this Agreement, the Trust Indenture or the Series Supplement, as applicable, or the creation, issue, sale and distribution of the transactions contemplated herein and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:
(i) does not require any consent, approval, authorization or order of any court or governmental agency or bodyDebentures, except that which as may be required under applicable securities legislationthe Securities Laws which shall have been obtained on or before the Time of Closing;
(x) none of (i) the execution and delivery of this Agreement, the Trust Indenture, the Series Supplement and any other document or instrument to be executed and delivered by the Corporation pursuant hereto or thereto; (ii) the performance and compliance with the terms of this Agreement, the Trust Indenture and the Series Supplement, and any document or instrument to be executed and delivered by the Corporation pursuant hereto; or (iii) the issue and sale of the Debentures, would result in any breach of, or be in conflict with or constitute a default under or create a state of facts which (whether after notice or lapse of time or both) would constitute, in any material respect, a default under or breach of, and none of the Corporate Entities is in default under or in breach of, (A) the terms, conditions or provisions of their respective constating or organizational documents, or any resolution of their respective trustees, directors, unitholders, partners or shareholders, as applicable; (B) any material Contract to which any of such person is a party or by which its or their respective property or assets are bound (except where such breach or default would not have a material adverse effect on the Corporate Entities, taken as a whole, or the Offering); or (C) any judgment or Law applicable to any of them, including the Securities Laws (except where such breach or default would not have a material adverse effect on the Corporate Entities, taken as a whole, or the Offering);
(xi) the Corporation has obtained or will, on or prior to the Closing Date, obtain all required third party consents under its Contracts and constating documents in connection with the transactions contemplated by this Agreement and the Prospectus, where the failure to obtain such consent would individually or in the aggregate, result in a material adverse effect on the Corporate Entities, taken as a whole, or the Offering;
(xii) the Corporation has prepared and filed with the Securities Commissions, in accordance with the Shelf Procedures, the Base Prospectus and has obtained from the Reviewing Authority a Decision Document for the Base Prospectus. The aggregate initial offering amount of all securities issued pursuant to the Base Prospectus does not and, upon completion of the Offering, will not contravene any statute exceed $2,000,000,000, being the maximum allowable amount thereunder. The Corporation is eligible to use the Shelf Procedures;
(xiii) the consolidated financial statements of the Corporation incorporated by reference in the Prospectus have been prepared in all material respects in accordance with IFRS and the Securities Laws and present fairly and accurately the financial condition and position, results of operations, cash flows and all of the assets and liabilities of the Corporation on a consolidated basis;
(xiv) other than as disclosed in the Financial Information, there are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or regulation other relationships of any governmental authority of the Corporate Entities with unconsolidated entities or other persons that would or would reasonably be expected to have a material adverse effect on (i) the Corporate Entities, taken as a whole, or (ii) the liquidity, capital, capital resources, or significant components of revenues or expenses of the Corporation;
(xv) except as disclosed in the Prospectus, none of the Corporate Entities has any contingent liabilities, in excess of the liabilities that are either reflected or reserved against in the Financial Information, which is binding would or would reasonably be expected to have a material adverse effect on (i) the Corporate Entities, taken as a whole, or (ii) the liquidity, capital, capital resources, or significant components of revenues or expenses of the Corporation;
(xvi) the Corporation maintains a system of internal controls over financial reporting (as defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS;
(xvii) except as disclosed in the Prospectus, there has not occurred any material change, financial or otherwise, in the assets, liabilities (contingent or otherwise), business, financial condition or capital of the Corporate Entities, taken as a whole, since December 31, 2018;
(xviii) Ernst & Young LLP, who reported on or reviewed the financial statements of the Corporation included in the Prospectus, are independent with respect to the Corporation, where as required by applicable Securities Laws;
(xix) each of the Corporate Entities has, on a timely basis, filed all necessary tax returns and notices and has paid or made provision for all applicable taxes of whatever nature for all tax years to the date hereof to the extent such contravention taxes have become due or have been alleged to be due except to the extent that the failure to do any of the foregoing would materially not be expected to have a material adverse effect on the Corporate Entities, taken as a whole; and the Corporation has no knowledge of any material tax deficiencies or material interest or penalties accrued or accruing or alleged to be accrued or accruing thereon with respect to itself or any subsidiary which have not otherwise been provided for by the Corporation, except to the extent that any such deficiency, interest or penalty would not be expected to have a material adverse effect on the Corporate Entities, taken as a whole;
(xx) the proceeds of the Offering will be used in the manner specified in the Prospectus and for no other purpose;
(xxi) other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which any Corporate Entity is a party or of which any property or assets of the Corporate Entities is the subject which, if determined adversely affect to the Corporate Entities, would have a material adverse effect on the assets, liabilities (contingent or otherwise), business, operationsfinancial condition or capital of the Corporate Entities taken as a whole and, capital to the best of the Corporation’s knowledge, no such proceedings are threatened or condition contemplated by governmental authorities or others;
(financial or otherwisexxii) no acquisitions have been made by the Corporate Entities that are “significant acquisitions” for which the Corporation is required to file a “business acquisition report” (as such terms are defined in National Instrument 51-102 – Continuous Disclosure Obligations) (other than such as have been filed prior to the date hereof) and none of the Corporate Entities is a party to any Contract with respect to any transaction that would constitute a “proposed acquisition”, in each case which would require disclosure in the Prospectus in accordance with NI 44-101;
(xxiii) there has not been any reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations) with the auditors of the Corporation; and
(iiixxiv) will not result except as disclosed in the breach ofProspectus and contemplated hereby, there is no person acting or be in conflict with, or constitute a default under, or create a state purporting to act at the request of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicable, by-laws and all amendments Corporate Entities who is entitled to such articles any brokerage or by-laws, or, agency fee in each case, such applicable documents (collectively, connection with the “Constating Documents”) or resolutions of the Corporation or any mortgage, note, indenture, contract or agreement instrument, lease or other document to which the Corporation is a party, or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation.
(g) Odyssey at its office in Toronto has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement.
(h) The Corporation is not party to or bound or affected by any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into this Agreement.
(i) There are no material changes or material facts relating to the Corporation or the Subsidiaries (as defined herein) that have not been disclosed to the Agents, and other than the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.
(j) All filings and fees required to be made and paid transactions contemplated by the Corporation pursuant to applicable securities laws and general corporate law have been made and paidProspectus.
(k) The Corporation is a corporation duly incorporated and validly subsisting under the provincial laws of Ontario and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (as herein defined) as now being carried on by it or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “Business” means the business of cultivating, processing and selling at wholesale medical and recreational cannabis in the State of Nevada.
Appears in 1 contract
Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to for the Agents, Theia and benefit of the Purchasers, and acknowledges that the Agents, Theia and the Purchasers are relying upon such representations and warranties, Subscribers as follows:
(a) All necessary corporate action has been taken to authorize the creationCorporation is (and will be at the Closing Time) a reporting issuer in the Provinces of Ontario, issue Alberta and sale ofBritish Columbia, and the delivery is in compliance with all material obligations under Applicable Securities Laws of the Subscription Receipts, in certificated or uncertificated form, and:
(i) upon payment of the requisite consideration therefor, the Subscription Receipts will be validly created and issuedsuch jurisdictions;
(ii) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares.
(b) The form the Corporation has been duly incorporated and terms organized and is validly subsisting under the laws of the Subscription Receipts have been approved Province of Ontario and adopted, by the directors of the Corporation has all requisite corporate power and do not conflict with any applicable laws.authority to own its assets and to carry on its business as currently conducted;
(c) The attributes of the Subscription Receipts will conform in all material respects with the description thereof in the Subscription Agreements and Subscription Receipt Agreement.
(d) The Corporation has full corporate power, capacity and authority to undertake the Offering, to enter into this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the certificates representing the Subscription Receipts (collectively, the “Corporation Offering Documents”) and the Amalgamation Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof, and the Corporation has taken is conducting its business in material compliance with all necessary corporate action to authorize the execution, delivery and performance of the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting each jurisdiction in which its business is carried on and is duly licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are and will at the rightsClosing Time be valid, powers, privileges, remedies and/or interests of creditors generally.
(f) The entering into and the performance of the transactions contemplated herein subsisting and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:
(i) does not require any consent, approval, authorization or order of any court or governmental agency or bodygood standing, except that in respect of matters which may be required under applicable securities legislation;
(ii) do not and will not contravene result in any statute or regulation adverse material change in respect of any governmental authority which is binding on the Corporation, where and except for the failure to be so qualified or the absence of any such contravention would materially license, registration or qualification which does not and adversely affect will not have a material adverse effect on the assets or properties, business, results of operations, capital prospects or condition (financial or otherwise) of the Corporation; andCorporation and its subsidiaries, on a consolidated basis;
(iiid) the Corporation has all required corporate power and authority to enter into and carry out the provisions of this subscription agreement and the transactions contemplated hereby and all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation to duly authorize the execution and delivery of this subscription agreement and such other agreements and instruments and the consummation of the transactions contemplated thereby and so as to validly create, issue and deliver the Debentures and Warrants subscribed thereby and to validly create and irrevocably allot for issuance the Underlying Securities;
(e) the Corporation is neither in default or in breach in any material respect of, and the execution and delivery of this subscription agreement by the Corporation, the performance and compliance with the terms of this subscription agreement, the issue and sale of the Debentures and Warrants, and the issue of the Underlying Securities will not result in the any breach of, or be in conflict with, with or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default either directly or indirectly under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicableconstating documents, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions of the Corporation or any material mortgage, note, indenture, contract or agreement contract, agreement, instrument, lease or other document to which the Corporation it is a party, party or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect by which it is bound;
(f) the business, operations, capital or condition (financial or otherwise) Common Shares issuable upon exercise of the Corporation.conversion rights under its Debentures, if and when issued in accordance with the Debentures, as applicable, and the Common Shares issuable upon exercise of the Warrants, if and when issued in accordance with the Warrants, as applicable, will be validly issued and outstanding as fully paid and non-assessable;
(g) Odyssey at its office no approval, authorization, consent or other order of, and no filing, registration or recording with, any governmental authority is required by the Corporation in Toronto has been appointed as connection with the Subscription Receipt execution and Escrow Agent under delivery or with the Subscription Receipt Agreement.performance by the Corporation of this subscription agreement except in compliance with the rules of the TSX;
(h) The Corporation is not party to or bound or affected by any commitmentthe best of the Corporation’s knowledge, agreement or document containing any covenant which would prohibit or restrict information and belief, no portion of the Corporation from entering into this Agreement.Corporation’s Information Record contained a misrepresentation as at its date of public dissemination;
(i) There are there has been no adverse material changes or change in relation to the Corporation since May 14, 2008, and no adverse material facts relating fact exists in relation to the Corporation or the Subsidiaries (as defined herein) that have its securities which, in either case, has not been generally disclosed to or disclosed in the Agents, and other than the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.Corporation’s Information Record;
(j) All filings this subscription agreement and fees all other agreements required in connection with the issue and sale of the Debentures have been or will be, at or prior to be made the Closing Time, duly authorized, executed and paid delivered by the Corporation pursuant to and will be valid and binding obligations of the Corporation enforceable in accordance with their respective terms (except as the enforceability thereof may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors’ rights generally, (ii) general equitable principles or (iii) limitations under applicable securities laws law in respect of rights of indemnity, contribution and general corporate law have been made and paid.waiver of contribution); and
(k) The the Corporation is a corporation duly incorporated intends that the net proceeds of the Offering will be used substantially in the manner specified in Schedule “B” hereto.
(l) Forthwith after the Closing, the Corporation shall file such forms and validly subsisting documents as may be required under the provincial laws Applicable Securities Laws relating to the Offering and any further documents as may be required by any applicable regulatory authority which, without limiting the generality of Ontario the foregoing, shall include a Prospectus and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (Registration Exemptions Form 45-106F1 as herein defined) as now being carried on prescribed by it or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “Business” means the business of cultivating, processing and selling at wholesale medical and recreational cannabis in the State of NevadaNational Instrument 45-106.
Appears in 1 contract
Samples: Debenture Subscription Agreement (Northcore Technologies Inc.)
Representations and Warranties of the Corporation. The Corporation represents and warrants to and agrees with each of the Agents, Theia and the Purchasers, and acknowledges that the Agents, Theia and the Purchasers are relying upon such representations and warranties, as followsUnderwriters that:
(a) All necessary corporate action The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or to the Company’s knowledge, threatened by the Commission; the Final Receipt has been taken to authorize obtained from the creation, issue and sale of, and OSC as principal regulator representing the delivery deemed receipt of each of the Subscription Receiptsother Canadian Securities Commissions in respect of the Canadian Base Prospectus and no order or action that would have the effect of suspending the distribution of the Shares has been issued or taken by any Canadian Securities Commission and no proceedings for that purpose have been instituted or are pending or, in certificated or uncertificated formto the knowledge of the Corporation, and:are contemplated by any Canadian Securities Commission.
(i) upon payment The Registration Statement did not contain, when it became effective, and will 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 requisite consideration thereforstatements therein not misleading, the Subscription Receipts will be validly created and issued;
(ii) upon satisfaction the Canadian Prospectus will when filed, be true and correct in all material respects and contain full, true and plain disclosure of all material facts relating to the Corporation and the Shares as required by Canadian Securities Laws (as defined below) and does not contain and will 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 Escrow Release Conditions the Subscription Receipts shall convert automaticallycircumstances in which they were made, without additional payment thereforenot misleading, into Subscription Shares which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Registration Statement and the U.S. Prospectus comply and will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Canadian Prospectus complies and will comply in all material respects with Canadian Securities Laws and the applicable rules and regulations of the Canadian Securities Commissions thereunder, (v) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Corporation, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and will be validly issuedtrue and correct in all material respects, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares.
(bvi) The form and terms each of the Subscription Receipts have been approved Prospectuses as of their dates and adoptedas of the Closing Date (as defined in Section 5 hereof) does not contain and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, by in the directors light of the circumstances under which they were made, not misleading and will be true and correct in all material respects and contain full, true and plain disclosure of all material facts relating to the Corporation and the Shares as required by Canadian Securities Laws, except that the representations and warranties set forth in this paragraph do not conflict apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectuses based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter through you expressly for use therein. The Form F-X conforms in all material respects with any applicable lawsthe requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act.
(c) The attributes Corporation has complied with all applicable securities laws in each of the Subscription Receipts will conform Canadian Qualifying Jurisdictions, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions, all discretionary rulings and orders applicable to the Corporation, if any, of the Canadian Securities Commissions (“Canadian Securities Laws”) required to be complied with by the Corporation to qualify the distribution of the Shares as contemplated hereby in all material respects with each of the description thereof in Canadian Qualifying Jurisdictions except for the Subscription Agreements and Subscription Receipt Agreementfiling of the Canadian Supplement.
(d) The Corporation is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Corporation is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Corporation has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Corporation complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II hereto, and electronic road shows, if any, each furnished to you before first use, the Corporation has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. The Corporation meets the general eligibility requirements for use of Form F-10 under the Securities Act.
(e) Each document filed or to be filed with the Canadian Securities Commissions and incorporated by reference in the Canadian Prospectus, when such documents were or are filed with the Canadian Securities Commissions, conformed or will conform when so filed in all material respects with Canadian Securities Laws, and none of such documents, as of their respective dates, contained or will contain any untrue statement of material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the U.S. Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions contained in the Canadian Prospectus, the Time of Sale Prospectus or the U.S. Prospectus based upon information relating to any Underwriter furnished to the Corporation in writing by such Underwriter through you expressly for use therein.
(f) The Corporation has been duly organized and is validly existing under the laws of its jurisdiction of incorporation, and has all requisite corporate power and authority to carry on its business, as now conducted and as presently proposed to be conducted by it, and to own, lease and operate its properties and assets (including royalties and interest therein) currently owned, and to carry out the transactions contemplated by this Agreement.
(g) The Corporation has seven material wholly-owned subsidiaries: Franco-Nevada Australia Pty Ltd., Franco-Nevada U.S. Corporation, Franco-Nevada GLW Holdings Corp., Franco-Nevada (Barbados) Corporation, FN Subco Inc., Franco-Nevada Alberta Corporation and Franco-Nevada Mexico Corporation S.A. de C.V. (each a “Material Subsidiary” and together the “Material Subsidiaries”). Each Material Subsidiary is a corporation or company organized and existing under the laws of the jurisdiction of its incorporation, is current and up-to-date with all material filings required to be made under the laws of its jurisdiction of incorporation and has the requisite corporate power and capacity to own, lease and operate its properties and assets (including any royalty or interest therein) and to conduct its business as now carried on by it, and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so would not have a material adverse effect on the Corporation’s business, affairs, capital, operations, properties or assets, considered on a consolidated basis, or on the Corporation’s ability to perform its obligations under this Agreement and to consummate the transactions contemplated herein (a “Material Adverse Effect”). All of the issued and outstanding shares in the capital of each Material Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are directly or indirectly beneficially owned by the Corporation, free and clear of any encumbrance or title defect of whatever kind or nature, regardless of form, whether or not registered or registrable and whether or not consensual or arising by law (statutory or otherwise), including any mortgage, lien, charge, pledge or security interest, whether fixed or floating, or any assignment, lease, option, right of pre-emption, privilege, encumbrance, easement, servitude, right of way, restrictive covenant, right of use or any other right or claim of any kind or nature whatever which affects ownership or possession of, or title to, any interest in, or the right to use or occupy such property or assets (each a “Lien” and, together, the “Liens”), except such Liens as described in the Time of Sale Prospectus and the Prospectuses, and none of the outstanding shares of the capital stock of any Material Subsidiary was issued in violation of pre-emptive or similar rights of any security holder of such subsidiary. There exist no options, warrants, purchase rights, or other contracts or commitments that could require the Corporation to sell, transfer or otherwise dispose of any capital stock of any Material Subsidiary. No act or proceeding has been taken by or against the Material Subsidiaries in connection with their liquidation, winding-up or bankruptcy.
(h) The Corporation has full corporate power, capacity power and authority to undertake the Offering, to enter into this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and any agreements, certificates and documents executed and delivered, or to be executed and delivered, by the certificates representing Corporation in connection with the Subscription Receipts (collectively, the “Corporation Offering Documents”) and the Amalgamation transactions contemplated by this Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof. The Corporation has full corporate power and authority to do all acts and things and execute and deliver all documents as are required to be done, observed, performed, executed or delivered in order to complete the transactions contemplated by, or described in, the Time of Sale Prospectus and the Prospectuses.
(i) The Corporation has taken all necessary corporate action to authorize the execution, delivery and performance of the Corporation Offering Documents and the Amalgamation this Agreement and to observe authorize the completion of the transactions contemplated hereby, including, as applicable, execution and perform delivery of the provisions Canadian Prospectus and the filing thereof and the filing of all documents incorporated by reference therein under Canadian Securities Laws in each Canadian Qualifying Jurisdiction.
(j) The authorized capital of the Corporation Offering Documents consists of an unlimited number of common shares and an unlimited number of preferred shares, of which 127,740,215 common shares and no preferred shares were issued and outstanding as of the Amalgamation Agreement in accordance with close of business on the provisions hereof last business date preceding the date of this Agreement. All of the issued and thereof.
(e) Each outstanding common shares of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered were validly issued by the Corporation and constitutes a valid are fully paid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or windingnon-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally.
(f) The entering into and the performance of the transactions contemplated herein and assessable shares in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:
(i) does not require any consent, approval, authorization or order of any court or governmental agency or body, except that which may be required under applicable securities legislation;
(ii) will not contravene any statute or regulation of any governmental authority which is binding on the Corporation, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation; and
(iii) will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicable, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions of the Corporation or any mortgage, note, indenture, contract or agreement instrument, lease or other document to which the Corporation is a party, or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation.
(gk) Odyssey at its office The Shares have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement. The Firm Shares will, upon payment of the consideration therefor, be validly issued by the Corporation as fully paid and non-assessable shares in Toronto has been appointed as the Subscription Receipt capital of the Corporation. The Additional Shares will, upon exercise by the Underwriters of the option to purchase the Additional Shares pursuant to Section 3 hereof and Escrow Agent under payment of the Subscription Receipt Agreementconsideration therefor, be validly issued by the Corporation and will be fully paid and non-assessable shares in the capital of the Corporation.
(h) The Corporation is not party to or bound or affected by any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into this Agreement.
(i) There are no material changes or material facts relating to the Corporation or the Subsidiaries (as defined herein) that have not been disclosed to the Agents, and other than the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.
(j) All filings and fees required to be made and paid by the Corporation pursuant to applicable securities laws and general corporate law have been made and paid.
(kl) The Corporation is a corporation duly incorporated and validly subsisting under reporting issuer in each of the provincial laws of Ontario Canadian Qualifying Jurisdictions and is not in good standing breach of any filing requirement under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry Canadian Securities Laws which could have a Material Adverse Effect on its Business (as herein defined) as now being carried on by it or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunderCorporation. As used in this Agreement, “Business” means The Corporation’s common shares are registered with the business of cultivating, processing and selling at wholesale medical and recreational cannabis in the State of Nevada.SEC under
Appears in 1 contract
Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to for the Agents, Theia and benefit of the Purchasers, and acknowledges that the Agents, Theia and the Purchasers are relying upon such representations and warranties, Subscribers as follows:
(a) All necessary corporate action has been taken to authorize the creationCorporation is (and will be at the Closing Time) a reporting issuer in the Provinces of Ontario, issue Alberta and sale ofBritish Columbia, and the delivery is in compliance with all material obligations under Applicable Securities Laws of the Subscription Receipts, in certificated or uncertificated form, and:
(i) upon payment of the requisite consideration therefor, the Subscription Receipts will be validly created and issuedsuch jurisdictions;
(ii) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares.
(b) The form the Corporation has been duly incorporated and terms organized and is validly subsisting under the laws of the Subscription Receipts have been approved Province of Ontario and adopted, by the directors of the Corporation has all requisite corporate power and do not conflict with any applicable laws.authority to own its assets and to carry on its business as currently conducted;
(c) The attributes of the Subscription Receipts will conform in all material respects with the description thereof in the Subscription Agreements and Subscription Receipt Agreement.
(d) The Corporation has full corporate power, capacity and authority to undertake the Offering, to enter into this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the certificates representing the Subscription Receipts (collectively, the “Corporation Offering Documents”) and the Amalgamation Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof, and the Corporation has taken is conducting its business in material compliance with all necessary corporate action to authorize the execution, delivery and performance of the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting each jurisdiction in which its business is carried on and is duly licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are and will at the rightsClosing Time be valid, powers, privileges, remedies and/or interests of creditors generally.
(f) The entering into and the performance of the transactions contemplated herein subsisting and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:
(i) does not require any consent, approval, authorization or order of any court or governmental agency or bodygood standing, except that in respect of matters which may be required under applicable securities legislation;
(ii) do not and will not contravene result in any statute or regulation adverse material change in respect of any governmental authority which is binding on the Corporation, where and except for the failure to be so qualified or the absence of any such contravention would materially license, registration or qualification which does not and adversely affect will not have a material adverse effect on the assets or properties, business, results of operations, capital prospects or condition (financial or otherwise) of the Corporation; andCorporation and its subsidiaries, on a consolidated basis;
(iiid) the Corporation has all required corporate power and authority to enter into and carry out the provisions of this subscription agreement and the transactions contemplated hereby and all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation to duly authorize the execution and delivery of this subscription agreement and such other agreements and instruments and the consummation of the transactions contemplated thereby and so as to validly create, issue and deliver the Debentures subscribed thereby and to validly create and irrevocably allot for issuance the Underlying Securities;
(e) the Corporation is neither in default or in breach in any material respect of, and the execution and delivery of this subscription agreement by the Corporation, the performance and compliance with the terms of this subscription agreement, the issue and sale of the Debentures, and the issue of the Underlying Securities will not result in the any breach of, or be in conflict with, with or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default either directly or indirectly under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicableconstating documents, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions of the Corporation or any material mortgage, note, indenture, contract or agreement contract, agreement, instrument, lease or other document to which the Corporation it is a party, party or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect by which it is bound;
(f) the business, operations, capital or condition (financial or otherwise) Common Shares issuable upon exercise of the Corporation.conversion rights under its Debentures, if and when issued in accordance with the Debentures, as applicable, will be validly issued and outstanding as fully paid and non-assessable;
(g) Odyssey at its office no approval, authorization, consent or other order of, and no filing, registration or recording with, any governmental authority is required by the Corporation in Toronto has been appointed as connection with the Subscription Receipt execution and Escrow Agent under delivery or with the Subscription Receipt Agreement.performance by the Corporation of this subscription agreement except in compliance with and the rules of the TSX;
(h) The Corporation is not party to or bound or affected by any commitmentthe best of the Corporation’s knowledge, agreement or document containing any covenant which would prohibit or restrict information and belief, no portion of the Corporation from entering into this Agreement.Corporation’s Information Record contained a misrepresentation as at its date of public dissemination;
(i) There are there has been no adverse material changes or change in relation to the Corporation since March 23, 2007, and no adverse material facts relating fact exists in relation to the Corporation or the Subsidiaries (as defined herein) that have its securities which, in either case, has not been generally disclosed to or disclosed in the Agents, and other than the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.Corporation’s Information Record;
(j) All filings this subscription agreement and fees all other agreements required in connection with the issue and sale of the Debentures have been or will be, at or prior to be made the Closing Time, duly authorized, executed and paid delivered by the Corporation pursuant to and will be valid and binding obligations of the Corporation enforceable in accordance with their respective terms (except as the enforceability thereof may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors’ rights generally, (ii) general equitable principles or (iii) limitations under applicable securities laws law in respect of rights of indemnity, contribution and general corporate law have been made and paid.waiver of contribution); and
(k) The the Corporation is a corporation duly incorporated intends that the net proceeds of the Offering will be used substantially in the manner specified in Schedule “B” hereto.
(l) Forthwith after the Closing, the Corporation shall file such forms and validly subsisting documents as may be required under the provincial laws Applicable Securities Laws relating to the Offering and any further documents as may be required by any applicable regulatory authority which, without limiting the generality of Ontario the foregoing, shall include a Form 45-501F1 as prescribed by the Securities Act (Ontario) and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (a Form 45-106F1 as herein defined) as now being carried on prescribed by it or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “Business” means the business of cultivating, processing and selling at wholesale medical and recreational cannabis in the State of NevadaNational Instrument 45-106.
Appears in 1 contract
Samples: Subscription Agreement (Northcore Technologies Inc.)
Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agents, Theia Kitrinor and the Purchasers, and acknowledges that the Agents, Theia Kitrinor and the Purchasers are relying upon such representations and warranties, as follows:
(a) All necessary corporate action has been taken to authorize the creation, issue and sale of, and the delivery of the Subscription Receipts, in certificated or uncertificated form, the creation and issue of, and delivery of the certificates representing the Broker Warrants, and:
(i) upon payment of the requisite consideration therefor, the Subscription Receipts will be validly created and issued;
(ii) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares;
(iii) upon issue thereof, the Broker Warrants will be validly issued; and
(iv) upon the exercise of Broker Warrants, the Broker Warrant Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares.
(b) The form and terms of the Subscription Receipts and Broker Warrants have been approved and adopted, as applicable, by the directors of the Corporation and do not conflict with any applicable laws.
(c) The attributes of the Subscription Receipts will conform in all material respects with the description thereof in the Subscription Agreements and Subscription Receipt AgreementAgreements.
(d) The Corporation has full corporate power, capacity and authority to undertake the Offering, to enter into this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the certificates representing the Subscription Receipts and the Broker Warrants (collectively, the “Corporation Offering Documents”) and the Amalgamation Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof, and the Corporation has taken all necessary corporate action to authorize the execution, delivery and performance of the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally.
(f) The entering into and the performance of the transactions contemplated herein and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:
(i) does not require any consent, approval, authorization or order of any court or governmental agency or body, except that which may be required under applicable securities legislation;
(ii) will not contravene any statute or regulation of any governmental authority which is binding on the Corporation, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation; and
(iii) will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicable, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions of the Corporation or any mortgage, note, indenture, contract or agreement instrument, lease or other document to which the Corporation is a party, or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation.
(g) Odyssey TSX Trust at its office in Toronto Toronto, Ontario has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement.
(h) The Corporation is not party to or bound or affected by any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into this Agreement.
(i) There are no material changes or material facts relating to the Corporation or the Subsidiaries (as defined herein) that have not been disclosed to the Agents, and other than the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has is it entered into proposing any binding agreements with respect to probable acquisitions (as such terms are defined in National Instrument 44-101 - Short Form Prospectus Distributions) that would require the filing of a business acquisition report other than pursuant to the Reverse TakeoverBusiness Combination.
(j) All filings and fees required to be made and paid by the Corporation pursuant to applicable securities laws and general corporate law have been made and paid, except for those filings or fees that are required to have been made and paid pursuant to Part 6 of National Instrument 45-106 Prospectus Exemptions or Part 5 of OSC Rule 45-501 Ontario Prospectus and Registration Exemptions.
(k) The Corporation is a corporation duly incorporated and validly subsisting under the provincial federal laws of Ontario Canada and has the requisite corporate power and authority to carry on its business as it is now being conducted and to enter into this Agreement. The Corporation is duly registered to do business and is in good standing under in each jurisdiction in which the character of its properties, owned or leased, or the nature of its activities make such laws and has all requisite corporate power and authorityregistration necessary, either directly except where the failure to be so registered or through its subsidiaries, to carry on its Business in good standing would not have a Material Adverse Effect (as herein defineddefined herein) as now being carried on by it or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunderCorporation. As used in this Agreement, “BusinessMaterial Adverse Effect” means the business of cultivatingany event or change that, processing and selling at wholesale medical and recreational cannabis individually or in the State aggregate with other events or changes, is or would reasonably be expected to be, materially adverse to the business, operations, assets, condition (financial or otherwise) or liabilities, whether contractual or otherwise, of Nevadaany party, as the case may be; provided that a Material Adverse Effect shall not include an adverse effect resulting from a change (i) that arises out of a matter that has been publicly disclosed prior to the date of this Agreement or otherwise disclosed in writing by a party to the other party prior to the date of this Agreement; (ii) that results from general economic, financial, currency exchange, interest rate or securities market conditions in Canada or the United States; (iii) that arises from a decline in the trading price of Kitrinor Shares, or (iv) that is a direct result of any matter permitted by this Agreement or consented to in writing by the applicable party.
Appears in 1 contract
Representations and Warranties of the Corporation. The By accepting this offer, the Corporation represents and warrants to the Agents, Theia and the Purchasers, and acknowledges that the Agents, Theia and the Purchasers are relying upon such representations and warranties, Purchaser as follows:
(a) All necessary corporate action the Corporation has been taken to authorize duly incorporated and is validly subsisting and in good standing under the creation, issue and sale ofBusiness Corporations Act (Yukon Territory), and the delivery of the has all requisite corporate power and capacity to enter into and carry out its obligations under this Subscription Receipts, in certificated or uncertificated form, and:
(i) upon payment of the requisite consideration therefor, the Subscription Receipts will be validly created and issuedAgreement;
(ii) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares.
(b) The form and terms of on the Subscription Receipts have been approved and adoptedClosing Date, by the directors of the Corporation will have taken all corporate steps and do not conflict with any applicable laws.proceedings necessary to approve the transactions contemplated hereby, including the execution and delivery of this Subscription Agreement;
(c) The attributes of the Subscription Receipts will conform in all material respects with outstanding Shares are listed and posted for trading on the description thereof in the Subscription Agreements and Subscription Receipt Agreement.Exchanges;
(d) The no order ceasing or suspending trading in the securities of the Corporation nor prohibiting the sale of such securities has been issued to the Corporation or its directors, officers or promoters and, to the best of the knowledge of the Corporation, no investigations or proceedings for such purposes are pending or threatened;
(e) prior to the Closing Date, the Corporation will have obtained all required approvals from the Exchanges in order to permit the completion of the transactions contemplated hereby;
(f) the Corporation is a reporting issuer in good standing under the securities laws of the Reporting Provinces and is a reporting company under the 1934 Act, and no material change relating to the Corporation has occurred with respect to which the requisite material change report has not been filed under any applicable securities laws in the Reporting Provinces and no such disclosure has been made on a confidential basis;
(g) the Corporation has full corporate power, capacity power and authority to undertake the Offering, to enter into this Agreementissue the Securities, and at the Closing Time, the Subscription Agreements, the Subscription Receipt Agreement Shares and the certificates representing Warrants will be duly and validly created, authorized and issued, and all Warrant Shares issuable upon exercise of the Subscription Receipts Warrants will be duly and validly authorized, allotted and reserved for issuance upon exercise of the Warrants and will, upon exercise of the Warrants be issued as fully-paid and non-assessable Shares;
(collectivelyh) the Corporation and its subsidiaries are the beneficial owners of or have the right to acquire the interests in the properties, business and assets referred to in the “Public Record, and any and all agreements pursuant to which the Corporation Offering Documents”) and the Amalgamation Agreement and or its subsidiaries holds or will hold any such interests in properties, business or assets are in good standing in all material respects according to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereoftheir terms, and the Corporation has taken properties are in good standing in all necessary corporate action to authorize material respects under the execution, delivery and performance of the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules statutes and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally.
(f) The entering into and the performance of the transactions contemplated herein and jurisdictions in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:which they are situated;
(i) does not require the Public Record is in all material respects accurate and omits no facts, the omission of which makes the Public Record or any consentparticulars therein, approval, authorization misleading or order of any court or governmental agency or body, except that which may be required under applicable securities legislationincorrect;
(iij) will not contravene any statute except as disclosed in the Public Record, no actions, suits, inquiries or regulation proceedings are pending or, to the knowledge of any governmental authority which is binding on the Corporation, where such contravention are contemplated or threatened to which the Corporation or its subsidiaries is a party or to which the property of the Corporation or its subsidiaries is subject that would materially and adversely affect result individually or in the business, aggregate in any material adverse change in the operations, capital business or condition (financial or otherwise) of the Corporation; andCorporation or its subsidiaries;
(iiik) will not result the Financial Statements present fairly, in all material respects, the financial position of the Corporation and its subsidiaries on a consolidated basis as at the dates set out therein and the results of their operations and the changes in their financial position for the periods then ended, in accordance with Canadian generally accepted accounting principles;
(l) except as disclosed in the breach ofPublic Record, there has not been any material change in the assets, liabilities or be in conflict withobligations (absolute, accrued, contingent or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicable, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”otherwise) or resolutions of the Corporation or its subsidiaries, as set forth in the Financial Statements, and there has not been any mortgage, note, indenture, contract or agreement instrument, lease or other document to which the Corporation is a party, or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect material adverse change in the business, operations, capital operations or condition (financial or otherwise) or results of the Corporation.
(g) Odyssey at its office in Toronto has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement.
(h) The Corporation is not party to or bound or affected by any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into this Agreement.
(i) There are no material changes or material facts relating to operations of the Corporation or the Subsidiaries (as defined herein) that have not been disclosed to the Agents, and other than the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.
(j) All filings and fees required to be made and paid by the Corporation pursuant to applicable securities laws and general corporate law have been made and paid.
(k) The Corporation is a corporation duly incorporated and validly subsisting under the provincial laws of Ontario and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on since September 30, 2005 and since that date there have been no material facts, transactions, events or occurrences which could materially adversely affect the business of the Corporation or its Business subsidiaries;
(as herein definedm) as now being the Corporation and its subsidiaries have conducted and are conducting their businesses in material compliance with all applicable laws, by-laws, rules and regulations of each jurisdiction in which their businesses are carried on by it and hold all licences, registrations, permits, consents or proposed qualifications (whether governmental, regulatory or otherwise) required in order to enable their businesses to be carried on by as now conducted or as proposed to be conducted, and all such licences, registrations, permits, consents and qualifications are valid and subsisting and in good standing and neither the Corporation nor its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such license, registration, permit, consent or qualification which, if the subject of an unfavourable decision, ruling or finding, would materially adversely affect the conduct of the business, operations, condition (financial or otherwise) or income of the Corporation or its subsidiaries;
(n) the Corporation has taken or will take all steps as may be necessary for it to comply with the requirements of the applicable securities laws of the Reporting Provinces, the United States and to enter into this Agreement such other jurisdictions in which the Units are sold, and the Amalgamation Agreement Corporation is entitled to avail itself of the applicable prospectus and carry out its obligations registration exemptions available under the applicable securities laws of the Reporting Provinces and the United States in respect of the offer and sale of the Units;
(o) the Corporation has filed all documents that it is required to file under the continuous disclosure provisions of applicable securities laws in Canada and the United States, including annual and interim financial information and annual reports, press releases disclosing material changes and material change reports, and all periodic reports required by Section 13(a) of the 1934 Act and the rules and regulations thereunder. As ; and
(p) no form of general solicitation or general advertising as such terms are used in this AgreementRule 502(c) under the 1933 Act (including advertisements, “Business” means articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising) was or is being used by the business Corporation in respect of cultivating, processing or in connection with the offer and selling at wholesale medical and recreational cannabis in sale of the State of NevadaUnits.
Appears in 1 contract
Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to for the Agents, Theia and the Purchasers, and acknowledges that the Agents, Theia and benefit of the Purchasers are relying upon such representations and warranties, as follows:
(a) All necessary corporate action has been taken to authorize the creationCorporation is (and will be at the Closing Time) a reporting issuer in the Provinces of Ontario, issue Alberta and sale ofBritish Columbia, and the delivery is in compliance with all material obligations under Applicable Securities Laws of the Subscription Receipts, in certificated or uncertificated form, and:
(i) upon payment of the requisite consideration therefor, the Subscription Receipts will be validly created and issuedsuch jurisdictions;
(ii) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares.
(b) The form the Corporation has been duly incorporated and terms organized and is validly subsisting under the laws of the Subscription Receipts have been approved Province of Ontario and adopted, by the directors of the Corporation has all requisite corporate power and do not conflict with any applicable laws.authority to own its assets and to carry on its business as currently conducted;
(c) The attributes each of the Subscription Receipts will conform in Material Subsidiaries has been duly incorporated and organized and is validly subsisting under the laws of its jurisdiction of incorporation and has all material respects with the description thereof in the Subscription Agreements requisite corporate power and Subscription Receipt Agreement.authority to carry on its business as now conducted and to own, lease and operate its properties and assets;
(d) The Corporation has full corporate power, capacity and authority to undertake the Offering, to enter into this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the certificates representing the Subscription Receipts (collectively, the “Corporation Offering Documents”) and the Amalgamation Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof, and the Corporation has taken all necessary corporate action to authorize the execution, delivery and performance of the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation each of the Corporation enforceable against the Corporation Material Subsidiaries is conducting its business in accordance material compliance with its terms subject to such limitations and prohibitions as may exist or may be enacted in all applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting each jurisdiction in which its business is carried on and is duly licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are and will at the rightsClosing Time be valid, powers, privileges, remedies and/or interests of creditors generally.
(f) The entering into and the performance of the transactions contemplated herein subsisting and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:
(i) does not require any consent, approval, authorization or order of any court or governmental agency or bodygood standing, except that in respect of matters which may be required under applicable securities legislation;
(ii) do not and will not contravene result in any statute or regulation adverse material change in respect of any governmental authority which is binding on the Corporation, where and except for the failure to be so qualified or the absence of any such contravention would materially license, registration or qualification which does not and adversely affect will not have a material adverse effect on the assets or properties, business, results of operations, capital prospects or condition (financial or otherwise) of the Corporation; andCorporation and its subsidiaries, on a consolidated basis;
(iiie) the Corporation has all required corporate power and authority to enter into and carry out the provisions of this subscription agreement and the transactions contemplated thereby and all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation to duly authorize the execution and delivery of this subscription agreement and such other agreements and instruments and the consummation of the transactions contemplated thereby and so as to validly create, issue and deliver the Convertible Notes subscribed for thereby and to validly create and irrevocably allot for the issuance of the Underlying Securities and Warrant Shares;
(f) neither the Corporation nor any of its Material Subsidiaries is in default or in breach in any material respect of, and the execution and delivery of this subscription agreement by the Corporation, the performance and compliance with the terms of this subscription agreement, the issue and sale of the Convertible Notes, and the issue of the Underlying Securities and Warrant Shares will not result in the any breach of, or be in conflict with, with or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default either directly or indirectly under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicableconstating documents, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions of the Corporation or any of the Material Subsidiaries or any material mortgage, note, indenture, contract or agreement contract, agreement, instrument, lease or other document to which the Corporation any of them is a party, party or by which any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation.them is bound;
(g) Odyssey at the Common Shares issuable upon exercise of the conversion rights under its office Convertible Notes and the Warrant Shares, if and when issued in Toronto has been appointed accordance with the Convertible Notes and Warrants, as the Subscription Receipt applicable, will be validly issued and Escrow Agent under the Subscription Receipt Agreement.outstanding as fully paid and non-assessable;
(h) The Corporation no approval, authorization, consent or other order of, and no filing, registration or recording with, any governmental authority is not party to or bound or affected required by any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into in connection with the execution and delivery or with the performance by the Corporation of this Agreement.subscription agreement except in compliance with and the rules of the TSX;
(i) There are to the best of the Corporation’s knowledge, information and belief, no portion of the Corporation’s Information Record contained a misrepresentation as at its date of public dissemination;
(j) there has been no adverse material changes or change in relation to the Corporation since December 31, 2003, and no adverse material facts relating fact exists in relation to the Corporation or the Subsidiaries (as defined herein) that have its securities which, in either case, has not been generally disclosed to or disclosed in the Agents, and other than the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.
(j) All filings and fees required to be made and paid by the Corporation pursuant to applicable securities laws and general corporate law have been made and paid.Corporation’s Information Record;
(k) The this subscription agreement and all other agreements required in connection with the issue and sale of the Convertible Notes have been or will be, at or prior to the Closing Time, duly authorized, executed and delivered by the Corporation is a corporation duly incorporated and validly subsisting will be valid and binding obligations of the Corporation enforceable in accordance with their respective terms (except as the enforceability thereof may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors’ rights generally, (ii) general equitable principles or (iii) limitations under applicable law in respect of rights of indemnity, contribution and waiver of contribution); and
(l) the provincial laws Corporation intends that the net proceeds of Ontario and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (as herein defined) as now being carried on by it or proposed to the Offering will be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “Business” means the business of cultivating, processing and selling at wholesale medical and recreational cannabis substantially in the State of Nevadamanner specified in Schedule “B” hereto.
Appears in 1 contract
Samples: Subscription Agreement (Adb Systems International LTD)
Representations and Warranties of the Corporation. The Corporation represents represents, warrants and warrants to the Agents, Theia and the Purchasers, and acknowledges that the Agents, Theia and the Purchasers are relying upon such representations and warrantiescovenants that, as follows:
of the date given above and unless specifically given as at a particular date, at the Closing: (a) All necessary corporate action has been taken to authorize the creation, issue Corporation is a valid and sale of, subsisting company and in good standing under the delivery laws of the Subscription Receipts, in certificated or uncertificated form, and:
(i) upon payment Province of the requisite consideration therefor, the Subscription Receipts will be validly created and issued;
(ii) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer SharesBritish Columbia; and
(iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares.
(b) The form the Corporation is duly registered and terms licensed to carry on business in each jurisdiction in which it carries on business or owns property where required under the laws of the Subscription Receipts have been approved that jurisdiction; (c) all financial statements, information circulars, press releases, material change reports and adopted, other documents filed by the directors or on behalf of the Corporation within the past 12 months with the Stock Exchange and do not conflict with any applicable laws.
(c) The attributes of the Subscription Receipts will conform Commissions (the “Disclosure Record”) were, except as may be disclosed in the Disclosure Record, true and correct in all material respects with the description thereof and did not contain any misrepresentation (as defined in the Subscription Agreements and Subscription Receipt Agreement.
Securities Act (British Columbia)) as at the respective dates of such filings; (d) The Corporation has full corporate power, capacity and authority to undertake except as qualified by the Offering, to enter into this Agreementdisclosure in the Disclosure Record, the Subscription AgreementsCorporation is the beneficial owner of the business and assets or the interests in the properties, business or assets referred to in the Subscription Receipt Agreement Disclosure Record; (e) the financial statements of the Corporation contained in the Disclosure Record and filed with any of the certificates representing the Subscription Receipts (collectively, the “Corporation Offering Documents”) and the Amalgamation Agreement and to do Commissions have all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it been prepared in accordance with Canadian generally accepted accounting principles applicable to public entities, accurately reflect the terms hereof financial position and thereofall known material liabilities (accrued, and the Corporation has taken all necessary corporate action to authorize the executionabsolute, delivery and performance of the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally.
(f) The entering into and the performance of the transactions contemplated herein and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:
(i) does not require any consent, approval, authorization or order of any court or governmental agency or body, except that which may be required under applicable securities legislation;
(ii) will not contravene any statute or regulation of any governmental authority which is binding on the Corporation, where such contravention would materially and adversely affect the business, operations, capital or condition (financial contingent or otherwise) of the Corporation; and
(iii) will not result Corporation in all material respects as of the date thereof, and no adverse material changes in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicable, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions financial position of the Corporation or any mortgage, note, indenture, contract or agreement instrument, lease or have taken place since the date thereof other document to which than has been subsequently disclosed in the Disclosure Record; (f) the Corporation is a partyhas complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, or any judgmentincluding, decree or order or any term or provision thereofwithout limitation, where such contravention would materially the Securities Laws and adversely affect the business, operations, capital or condition Business Corporations Act (financial or otherwiseBritish Columbia) in relation to the issue and trading of its securities and in all matters relating to the private placement of the Corporation.
Offered Shares; (g) Odyssey at its office in Toronto has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement.
(h) The Corporation there is not party to or bound or affected by presently any commitmentmaterial change, agreement or document containing any covenant which would prohibit or restrict as defined in the Corporation from entering into this Agreement.
(i) There are no material changes or material facts Securities Laws, relating to the Corporation or the Subsidiaries (change in any material fact, as defined herein) that have in the Securities Laws, relating to any of the Purchased Shares, which has not been fully disclosed to in accordance with the Agents, and other than requirements of the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.
(j) All filings and fees required to be made and paid by the Corporation pursuant to applicable securities laws and general corporate law have been made and paid.
(k) The Corporation is a corporation duly incorporated and validly subsisting under the provincial laws of Ontario and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (as herein defined) as now being carried on by it or proposed to be carried on by it and to enter into this Agreement Securities Laws and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “Business” means policies of the business of cultivating, processing and selling at wholesale medical and recreational cannabis in the State of Nevada.Stock Exchange;
Appears in 1 contract
Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Agents, Theia and the Purchasersto, and acknowledges that agrees with, the Agents, Theia and the Purchasers are relying upon such representations and warrantiesPlacement Agent, as followsof the date hereof and as of the date of the consummation of the sale of the Securities (the "Closing"), that:
(a) All The Business Plan does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary corporate action has been taken to authorize make the creationstatements therein, issue and sale of, and the delivery in light of the Subscription Receiptscircumstances under which they were made, not misleading; provided, however, that the representations and warranties in certificated this subsection shall not apply to statements or uncertificated form, and:
(i) omissions made in reliance upon payment and in conformity with written information furnished to the Corporation by or on behalf of the requisite consideration therefor, Placement Agent expressly for use in the Subscription Receipts will be validly created and issued;
(ii) upon satisfaction Business Plan or any amendment or supplement thereto. The Corporation has not distributed any offering material in connection with the offering or sale of the Escrow Release Conditions Securities other than the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares will be validly issued, fully paid and Business Plan. The Corporation confirms that it has not provided the Investors or their agents or counsel with any information that constitutes or might constitute material non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Sharespublic information.
(b) The form and terms There has been no notification with respect to the suspension of the Subscription Receipts have been approved and adopted, by the directors qualification of the Corporation and do not conflict with Securities for sale in any applicable lawsjurisdiction or initiation or, to the knowledge of the Corporation, threat of any proceeding for such purpose.
(c) The attributes of financial statements and the Subscription Receipts will conform related notes included in the Business Plan present fairly, in all material respects respects, the financial condition of the Corporation as of the dates thereof and the results of its operations and cash flows at the dates and for the periods covered thereby in conformity with generally accepted accounting principles ("GAAP"). No other financial statements or schedules of the Corporation or any other entity are required by the Securities Act or the Rules and Regulations to be included in the Business Plan. Singer Lewak Xxxxxxxxx & Xxxxxxxxx, LLP (the "Accountants"), who have reported on such financial statements and schedules, are independent accountants with respect to the Corporation as required by the Securities Act and the Rules and Regulations. The financial statements of the Corporation and the related notes and schedules included in the Business Plan have been prepared in conformity with the description thereof in requirements of the Subscription Agreements Securities Act and Subscription Receipt Agreementthe Rules and Regulations and present fairly the information shown therein.
(d) The Corporation has maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(e) The Corporation is a corporation, duly organized, validly existing and in good standing under the laws of the State of Nevada, with full corporate power, capacity power and authority to undertake own and use its properties and assets and to carry on its business as currently conducted. The Corporation has no subsidiaries other than International Net Broadcasting, LLC, a wholly-owned subsidiary (the Offering"SUBSIDIARY"). The Subsidiary is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of California, with full corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted. Each of the Corporation and the Subsidiary is duly qualified to do business and is in good standing as a foreign corporation or limited liability company, as the case may be, in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not, individually or in the aggregate, (x) adversely affect the legality, validity or enforceability of the Securities or any of the other Transaction Documents (as defined below), (y) have or result in a material adverse effect on the results of operations, assets, prospects (insofar as such prospects may reasonably be foreseen) or financial condition of the Corporation and the Subsidiary, taken as a whole or (z) adversely impair the Corporation's ability to perform fully on a timely basis its obligations under any Transaction Document, including, without limitation, the Corporation's obligations under Section 3.7 of the Securities Purchase Agreement between the Corporation and the purchasers of Securities (the "Securities Purchase Agreement") (any of (x), (y) or (z), being a "MATERIAL ADVERSE EFFECT").
(f) Since the date as of which information is given in the Business Plan, except as otherwise stated therein, (i) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Corporation and the Subsidiary, taken as a whole, whether or not arising in the ordinary course of business, (ii) there have been no transactions entered into by the Corporation or the Subsidiary, other than those in the ordinary course of business, which are material with respect to the Corporation, and the Subsidiary, taken as a whole, (iii) there has been no dividend or distribution of any kind declared, paid or made either by the Corporation or the Subsidiary on any class of its respective securities, and (iv) neither the Corporation nor the Subsidiary has incurred any liabilities or obligations, either direct or contingent, other than in the ordinary course of business.
(g) The Corporation has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and the other Transaction Documents (as defined) and otherwise to carry out its obligations hereunder and thereunder. This Agreement, the Subscription AgreementsSecured Bridge Note, the Subscription Receipt Agreement Loan and Security Agreement, the Securities Purchase Agreement, the Certificate of Designation, the Registration Rights Agreements and the certificates representing Placement Agent's Warrant Agreement are collectively referred to as the Subscription Receipts (collectively, "TRANSACTION DOCUMENTS." The execution and delivery of each of the “Transaction Documents by the Corporation Offering Documents”) and the Amalgamation Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Corporation and no further action is required by the Corporation. Each of the Transaction Documents has been duly executed by the Corporation and when delivered in accordance with the terms hereof and thereofwill constitute the legal, and the Corporation has taken all necessary corporate action to authorize the execution, delivery and performance of the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation Corporation, enforceable against the Corporation in accordance with its terms subject to terms, except as such limitations and prohibitions as may exist or enforceability may be enacted in limited by applicable laws relating to bankruptcy, insolvency, liquidationreorganization, moratorium, reorganizationliquidation or similar laws relating to, arrangement or winding-up affecting generally the enforcement of, creditors' rights and remedies or by other laws, rules and regulations equitable principles of general application affecting application. Neither the rights, powers, privileges, remedies and/or interests Corporation nor the Subsidiary is in violation of creditors generally.
(f) The entering into and the performance any of the transactions contemplated herein and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:
(i) does not require any consent, approval, authorization or order provisions of any court or governmental agency or body, except that which may be required under applicable securities legislation;
(ii) will not contravene any statute or regulation of any governmental authority which is binding on the Corporation, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation; and
(iii) will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the its respective articles of incorporation, amalgamation, continuation, arrangement, as applicable, by-laws and all amendments bylaws or other organizational documents. Prior to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions Closing the Certificate of Designation has been filed with the Secretary of State of the Corporation or any mortgageState of Nevada and will be in full force and effect, note, indenture, contract or agreement instrument, lease or other document to which enforceable against the Corporation is a party, or any judgment, decree or order or any term or provision in accordance with the provisions thereof, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation.
(g) Odyssey at its office in Toronto has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement.
(h) Each of the Corporation and the Subsidiary has filed all federal, state, local and foreign tax returns that are required to be filed or has requested extensions thereof and have paid all taxes and all assessments to the extent that the same have become due. No tax assessment or deficiency has been made or proposed against the Corporation or the Subsidiary nor has the Corporation or the Subsidiary received any notice of any proposed assessment or deficiency. The Corporation charges, accruals and reserves shown as the financial statements included in the Business Plan, in respect of taxes for all fiscal periods to date are adequate based on current law. There is not party to no material unpaid assessment or bound or affected proposal by any commitment, agreement or document containing any covenant taxing authority for additional taxes for which would prohibit or restrict the Corporation from entering into this Agreementdoes not have adequate reserves for any fiscal year.
(i) There are no material changes or material facts relating to On the date hereof, the authorized capital of the Corporation or the Subsidiaries consists of (as defined hereini) that have not been disclosed to the Agents50,000,000 shares of Common Stock, $0.001 par value and other than the acquisition (ii) 1,000,000 shares of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.
(j) All filings and fees required to be made and paid by the Corporation pursuant to applicable securities laws and general corporate law have been made and paid.
(k) The Corporation is a corporation duly incorporated and validly subsisting under the provincial laws of Ontario and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (as herein defined) as now being carried on by it or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “Business” means the business of cultivating, processing and selling at wholesale medical and recreational cannabis in the State of Nevada.preferred
Appears in 1 contract
Samples: Placement Agency Agreement (Entertainment Boulevard Inc)
Representations and Warranties of the Corporation. The By accepting this offer, the Corporation represents and warrants to the Agents, Theia and the Purchasers, and acknowledges that the Agents, Theia and the Purchasers are relying upon such representations and warranties, Purchaser as follows:
(a) All necessary corporate action the Corporation has been taken to authorize duly incorporated and is validly subsisting and in good standing under the creation, issue and sale ofBusiness Corporations Act (Yukon Territory), and the delivery of the has all requisite corporate power and capacity to enter into and carry out its obligations under, this Subscription Receipts, in certificated or uncertificated form, and:
(i) upon payment of the requisite consideration therefor, the Subscription Receipts will be validly created and issuedAgreement;
(ii) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares.
(b) The form and terms of on the Subscription Receipts have been approved and adoptedClosing Date, by the directors of the Corporation will have taken all corporate steps and do not conflict with any applicable laws.proceedings necessary to approve the transactions contemplated hereby, including the execution and delivery of this Subscription Agreement;
(c) The attributes of the Subscription Receipts will conform in all material respects with outstanding Shares are listed and posted for trading on the description thereof in Toronto Stock Exchange and the Subscription Agreements and Subscription Receipt Agreement.American Stock Exchange;
(d) The no order ceasing or suspending trading in the securities of the Corporation nor prohibiting the sale of such securities has been issued to the Corporation or its directors, officers or promoters and, to the best of the knowledge of the Corporation, no investigations or proceedings for such purposes are pending or threatened;
(e) prior to the Closing Date, the Corporation will have obtained all required approvals from the Toronto Stock Exchange and the American Stock Exchange in order to permit the completion of the transactions contemplated hereby;
(f) the Corporation is a reporting issuer in good standing under the securities laws of the Reporting Province and is a reporting company under the 1934 Act, and no material change relating to the Corporation has occurred with respect to which the requisite material change report has not been filed under any applicable securities laws in the Reporting Province and no such disclosure has been made on a confidential basis;
(g) the Corporation has full corporate power, capacity power and authority to undertake the Offering, to enter into this Agreementissue the Securities, and at the Closing Time, the Subscription Agreements, the Subscription Receipt Agreement Shares and the certificates representing Warrants will be duly and validly created, authorized and issued, and all Warrant Shares issuable upon exercise of the Subscription Receipts Warrants will be duly and validly authorized, allotted and reserved for issuance upon exercise of the Warrants and will, upon exercise of the Warrants be issued as fully-paid and non-assessable Shares;
(collectivelyh) the Corporation and its subsidiaries are the beneficial owners of or have the right to acquire the interests in the properties, business and assets referred to in the “Public Record, and any and all agreements pursuant to which the Corporation Offering Documents”) and the Amalgamation Agreement and or its subsidiaries holds or will hold any such interests in properties, business or assets are in good standing in all material respects according to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereoftheir terms, and the Corporation has taken properties are in good standing in all necessary corporate action to authorize material respects under the execution, delivery and performance of the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules statues and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally.
(f) The entering into and the performance of the transactions contemplated herein and jurisdictions in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:which they are situated;
(i) does not require the Public Record is in all material respects accurate and omits no facts, the omission of which makes the Public Record or any consentparticulars therein, approval, authorization misleading or order of any court or governmental agency or body, except that which may be required under applicable securities legislationincorrect;
(iij) will not contravene any statute except as disclosed in the Public Record, no actions, suits, inquiries or regulation proceedings are pending or, to the knowledge of any governmental authority which is binding on the Corporation, where such contravention are contemplated or threatened to which the Corporation or its subsidiaries is a party or to which the property of the Corporation or its subsidiaries is subject that would materially and adversely affect result individually or in the business, aggregate in any material adverse change in the operations, capital business or condition (financial or otherwise) of the Corporation; andCorporation or its subsidiaries;
(iiik) will not result the Financial Statements present fairly, in all material respects, the financial position of the Corporation and its subsidiaries on a consolidated basis as at the dates set out therein and the results of their operations and the changes in their financial position for the periods then ended, in accordance with Canadian generally accepted accounting principles;
(l) except as disclosed in the breach ofPublic Record, there has not been any material change in the assets, liabilities or be in conflict withobligations (absolute, accrued, contingent or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicable, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”otherwise) or resolutions of the Corporation or its subsidiaries, as set forth in the Financial Statements, and there has not been any mortgage, note, indenture, contract or agreement instrument, lease or other document to which the Corporation is a party, or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect material adverse change in the business, operations, capital operations or condition (financial or otherwise) or results of the Corporation.
(g) Odyssey at its office in Toronto has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement.
(h) The Corporation is not party to or bound or affected by any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into this Agreement.
(i) There are no material changes or material facts relating to operations of the Corporation or the Subsidiaries (as defined herein) that have not been disclosed to the Agents, and other than the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.
(j) All filings and fees required to be made and paid by the Corporation pursuant to applicable securities laws and general corporate law have been made and paid.
(k) The Corporation is a corporation duly incorporated and validly subsisting under the provincial laws of Ontario and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on since June 30, 2004 and since that date there have been no material facts, transactions, events or occurrences which could materially adversely affect the business of the Corporation or its Business subsidiaries;
(as herein definedm) as now being the Corporation and its subsidiaries have conducted and are conducting their businesses in compliance with all applicable laws, by-laws, rules and regulations of each jurisdiction in which their businesses are carried on by it and hold all licences, registrations, permits, consents or proposed qualifications (whether governmental, regulatory or otherwise) required in order to enable their businesses to be carried on by as now conducted or as proposed to be conducted, and all such licences, registrations, permits, consents and qualifications are valid and subsisting and in good standing and neither the Corporation nor its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such license, registration, permit, consent or qualification which, if the subject of an unfavourable decision, ruling or finding, would materially adversely affect the conduct of the business, operations, condition (financial or otherwise) or income of the Corporation or its subsidiaries;
(n) the Corporation has taken or will take all steps as may be necessary for it and to enter into this Agreement comply with the requirements of the applicable securities laws of the Reporting Province and the Amalgamation Agreement United States, and carry out its obligations such other jurisdictions in which the Units are sold, and the Corporation is entitled to avail itself of the applicable prospectus and registration exemptions available under the applicable securities laws of the Reporting Province and the United States in respect of the offer and sale of the Units; and
(o) the Corporation has filed all documents that it is required to file under the continuous disclosure provisions of applicable securities laws in Canada and the United States, including annual and interim financial information and annual reports, press releases disclosing material changes and material change reports, and all periodic reports required by Section 13(a) of the 1934 Act and the rules and regulations thereunder. As used in this Agreement, “Business” means the business of cultivating, processing and selling at wholesale medical and recreational cannabis in the State of Nevada.
Appears in 1 contract
Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agents, Theia and the Purchasersto, and acknowledges agrees with the Purchaser that as of the Agents, Theia date hereof and as of the Purchasers are relying upon such representations and warranties, as followsClosing Date:
(a) All necessary corporate action The Corporation has been taken to authorize the creationall permits, issue licenses, authorizations, orders and sale approvals of, and has made all filings, applications and registrations with, any governmental entities that are required in order to carry on its business as presently conducted and that are material to the delivery business of the Subscription ReceiptsCorporation, except where the failure to have such permits, licenses, authorizations, orders and approvals or the failure to make such filings, applications and registrations would not, individually or in certificated or uncertificated formthe aggregate, reasonably be expected to have a Material Adverse Effect (as defined herein); and all such permits, licenses, certificates of authority, orders and approvals are in full force and effect and:
(i) upon payment , to the knowledge of the requisite consideration thereforCorporation, the Subscription Receipts will be validly created no suspension or cancellation of any of them is threatened, and issued;
(ii) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automaticallyall such filings, without additional payment therefore, into Subscription Shares which Subscription Shares will be validly issued, fully paid applications and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Sharesregistrations are current.
(b) The form and terms Purchaser has reviewed the Offering Memorandum, as amended or supplemented (together with the documents incorporated by reference into the Offering Memorandum, the “Disclosure Materials”). As of the Subscription Receipts have been approved and adopteddate hereof, by the directors each of the Corporation and do documents comprising a part of the Disclosure Materials, when such documents are considered together as a whole, did not conflict with contain or will not contain any applicable lawsuntrue statement of material fact or omitted to state or will not omit to state any 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.
(c) The attributes Based in part upon the representations and warranties of the Subscription Receipts will conform Purchaser contained herein, the Corporation is not required by applicable law or regulation in all material respects connection with the description thereof offer, sale and delivery of the Notes to the Purchaser in the Subscription Agreements and Subscription Receipt Agreementmanner contemplated by this Agreement to register the Notes under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws.
(d) The Corporation Corporation, (i) has full corporate powerbeen duly incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation, capacity and authority to undertake the Offering, to enter into this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the certificates representing the Subscription Receipts (collectively, the “Corporation Offering Documents”ii) and the Amalgamation Agreement and is duly qualified to do all acts business and things and execute and deliver all documents is in good standing as are required hereunder and thereunder a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification, except where the failure to be doneso qualified would not result in any material adverse change in the condition, observedfinancial or otherwise, performed or executed in the earnings or business affairs of the Corporation, or which would not materially and delivered by it in accordance with adversely affect the terms hereof assets or properties of the Corporation, or which would not materially and thereof, and adversely affect the Corporation has taken all necessary corporate action to authorize the execution, delivery and performance ability of the Corporation Offering to perform its obligations under the Transaction Documents (individually or in the aggregate, a “Material Adverse Effect,” except that the mere filing of any action, claim, suit or order relating to any actual or threatened litigation involving the Corporation or any of its employees after the date of this Agreement (rather than the actual facts and the Amalgamation Agreement circumstances underlying such action, claim, suit or order) shall not be deemed a Material Adverse Effect); and (iii) has all corporate power and authority necessary to own or hold its respective properties and to observe and perform conduct the provisions of the Corporation Offering Documents and the Amalgamation Agreement businesses in accordance with the provisions hereof and thereofwhich it is currently engaged.
(e) Each The Notes have been duly authorized by the Corporation and, when issued and authenticated by the Trustee pursuant to the Indenture, will have been duly executed, issued and delivered and will constitute valid and legally binding agreements of the Corporation Offering Documents enforceable against the Corporation in accordance with their terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and the Amalgamation Agreement other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). The Indenture has been duly authorized, executed and delivered by the Corporation and, when executed and constitutes delivered by the Trustee, will constitute a valid and legally binding obligation agreement of the Corporation enforceable against the Corporation in accordance with its terms terms, subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to the effects of bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up moratorium and other lawssimilar laws relating to or affecting creditors’ rights generally, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generallyequitable principles (whether considered in a proceeding in equity or at law).
(f) The entering into and the performance of the transactions contemplated herein and in the other Corporation Offering Documents and in the Amalgamation This Agreement has been duly authorized by the Corporation:.
(g) The execution, delivery and performance of this Agreement, the issuance and sale of the Notes in the manner contemplated hereby, and the consummation of the Transactions, will not (i) does not require conflict with or constitute a violation of, or default (with the passage of time or the delivery of notice) under, (A) any bond, debenture, note or other evidence of indebtedness, or any agreement, lease, franchise, license, permit, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Corporation is a party or by which it or its property is bound, where such conflict, violation or default would reasonably be expected to have a Material Adverse Effect, or (B) to the knowledge of the Corporation, any law, administrative regulation, ordinance or judgment, order or decree of any court or governmental agency, arbitration panel or authority binding upon the Corporation or any of its property, where such conflict, violation or default would reasonably be expected to have a Material Adverse Effect, or (ii) violate any of the provisions of the Corporation’s Articles of Amendments, as amended, or the Corporation’s Second Amended and Restated Bylaws; and no consent, approval, authorization or order of of, or filing or registration with any person (including, without limitation, any such court or governmental agency or body) is required for the consummation of the Transactions by the Corporation, except that which such as may be required under applicable state securities legislation;laws or the Securities Act.
(iih) will not contravene any statute or regulation The Corporation’s audited financial statements (including the related notes) dated as of any governmental authority which is binding on February 29, 2020 present fairly, in all material respects, the financial condition and results of operations of the Corporation, where such contravention would materially at the dates and adversely affect for the businessperiods indicated, operationsand have been prepared in conformity with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods involved.
(i) The Offering Memorandum describes the outstanding “senior securities” (as that term is defined in the Investment Company Act of 1940, capital as amended, or condition (financial or otherwisethe “1940 Act”) representing indebtedness of the Corporation; and
(iii) will not result , and since the date specified there, there has been no material change in the breach ofamounts, interest rates, sinking funds, installment payments or be maturities of the indebtedness of the Corporation. As of the date hereof, the Corporation is not in conflict withdefault and no waiver of default is currently in effect in the payment of any principal or interest on any “senior securities” representing indebtedness of the Corporation and, to the knowledge of the Corporation, no event or constitute a default under, condition exists with respect to any “senior securities” representing indebtedness of the Corporation that would permit (or create a state of facts which, after that with notice or the lapse of time, or both, would constitute a default under any term permit) one or provision more persons to cause such indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of the articles payment.
(j) The Corporation has not changed its jurisdiction of incorporation, amalgamation, continuation, arrangementincorporation or organization, as applicable, by-or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Section 4.1(h).
(k) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Transactions is in effect nor has any action been filed or is any proceeding pending that seeks any such event.
(l) No broker’s, finder’s, investment banker’s or similar fee or commission has been paid or will be payable by the Corporation with respect to, or for any services rendered to the Corporation ancillary to, the offer, issue and sale of the Notes contemplated by this Agreement.
(m) There are no actions, suits, investigations or proceedings pending or, to the knowledge of the Corporation, threatened against or affecting the Corporation or any property of the Corporation in any court or before or by any governmental authority that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(n) To its knowledge, the Corporation is in compliance with all applicable laws, rules, regulations, orders, decrees and judgments applicable to it, including, without limitation, the 1940 Act and the rules promulgated thereunder, all applicable local, state and federal environmental laws and all amendments to such articles or byregulations, the provisions of the Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx Act”), and the applicable federal and state banking laws, or, in each case, such applicable documents rules and regulations (collectively, the “Constating DocumentsApplicable Laws”), except where failure to be so in compliance would not have a Material Adverse Effect. The Corporation has not received any notice of purported or actual non-compliance with Applicable Laws, except to the extent it would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Corporation has not received any communication from any Governmental Authority threatening to revoke any permit, license, franchise, certificate of authority or other governmental authorization.
(o) The Corporation maintains insurance (issued by insurers of recognized financial responsibility) of the types, against such losses and in the amounts, with such insurers and subject to deductibles and exclusions as are customary in the Corporation’s industry and otherwise reasonably prudent, including, without limitation, insurance covering all real and personal property owned or resolutions leased by the Corporation against theft, damage, destruction, acts of vandalism and all other risks customarily insured against by similarly situated companies, all of which insurance is in full force and effect.
(p) None of the Corporation, any of its affiliates, and any Person acting on its behalf has, directly or indirectly, made any offers or sales of the Notes or solicited any offers to buy the Notes in this Offering, under circumstances that would require registration of the Notes to be sold in this Offering under the Securities Act. None of the Corporation, any of its affiliates, and any Person acting on its behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause this Offering of the Notes to be integrated with the current or any prior public offerings by the Corporation for purposes of the Securities Act or any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Corporation are listed or any mortgage, note, indenture, contract or agreement instrument, lease or other document to which the Corporation is a party, or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) designated. None of the Corporation.
(g) Odyssey at , its office affiliates and any Person acting on its behalf will take any action or steps referred to in Toronto has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement.
(h) The Corporation is not party to or bound or affected by any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into this Agreement.
(i) There are no material changes or material facts relating to the Corporation or the Subsidiaries (as defined herein) that have not been disclosed to the Agents, and other than the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions preceding sentence that would require registration of any of the filing of a business acquisition report other than pursuant to the Reverse Takeover.
(j) All filings and fees required Notes to be made and paid by the Corporation pursuant to applicable securities laws and general corporate law have been made and paid.
(k) The Corporation is a corporation duly incorporated and validly subsisting sold in this Offering under the provincial laws Securities Act. For the purposes of Ontario and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (as herein defined) as now being carried on by it or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “BusinessPerson” means the shall mean any individual, corporation, partnership, joint venture, limited liability company, business of cultivatingtrust, processing and selling at wholesale medical and recreational cannabis in the State of Nevadajoint stock corporation, trust or unincorporated organization or any government or agency or political subdivision thereof.
Appears in 1 contract
Samples: Notes Purchase Agreement (Saratoga Investment Corp.)
Representations and Warranties of the Corporation. The By accepting this offer, the Corporation represents and warrants to the Agents, Theia and the Purchasers, and acknowledges that the Agents, Theia and the Purchasers are relying upon such representations and warranties, Purchaser as follows:
(a) All necessary corporate action the Corporation has been taken to authorize duly incorporated and is validly subsisting and in good standing under the creation, issue and sale ofBusiness Corporations Act (Yukon Territory), and the delivery of the has all requisite corporate power and capacity to enter into and carry out its obligations under this Subscription Receipts, in certificated or uncertificated form, and:
(i) upon payment of the requisite consideration therefor, the Subscription Receipts will be validly created and issuedAgreement;
(ii) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares.
(b) The form and terms of on the Subscription Receipts have been approved and adoptedClosing Date, by the directors of the Corporation will have taken all corporate steps and do not conflict with any applicable laws.proceedings necessary to approve the transactions contemplated hereby, including the execution and delivery of this Subscription Agreement;
(c) The attributes of the Subscription Receipts will conform in all material respects with outstanding Shares are listed and posted for trading on the description thereof in the Subscription Agreements and Subscription Receipt Agreement.Exchanges;
(d) The no order ceasing or suspending trading in the securities of the Corporation nor prohibiting the sale of such securities has been issued to the Corporation or its directors, officers or promoters and, to the best of the knowledge of the Corporation, no investigations or proceedings for such purposes are pending or threatened;
(e) prior to the Closing Date, the Corporation will have obtained all required approvals from the Exchanges in order to permit the completion of the transactions contemplated hereby;
(f) the Corporation is a reporting issuer in good standing under the securities laws of the Reporting Provinces and is a reporting company under the 1934 Act, and no material change relating to the Corporation has occurred with respect to which the requisite material change report has not been filed under any applicable securities laws in the Reporting Provinces and no such disclosure has been made on a confidential basis;
(g) the Corporation has full corporate power, capacity power and authority to undertake the Offering, to enter into this Agreementissue the Securities, and at the Closing Time, the Subscription Agreements, the Subscription Receipt Agreement Shares and the certificates representing Warrants will be duly and validly created, authorized and issued, and all Warrant Shares issuable upon exercise of the Subscription Receipts Warrants will be duly and validly authorized, allotted and reserved for issuance upon exercise of the Warrants and will, upon exercise of the Warrants be issued as fully-paid and non-assessable Shares;
(collectivelyh) the Corporation and its subsidiaries are the beneficial owners of or have the right to acquire the interests in the properties, business and assets referred to in the “Public Record, and any and all agreements pursuant to which the Corporation Offering Documents”) and the Amalgamation Agreement and or its subsidiaries holds or will hold any such interests in properties, business or assets are in good standing in all material respects according to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereoftheir terms, and the Corporation has taken properties are in good standing in all necessary corporate action to authorize material respects under the execution, delivery and performance of the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules statutes and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally.
(f) The entering into and the performance of the transactions contemplated herein and jurisdictions in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:which they are situated;
(i) does not require the Public Record is in all material respects accurate and omits no facts, the omission of which makes the Public Record or any consentparticulars therein, approval, authorization misleading or order of any court or governmental agency or body, except that which may be required under applicable securities legislationincorrect;
(iij) will not contravene any statute except as disclosed in the Public Record, no actions, suits, inquiries or regulation proceedings are pending or, to the knowledge of any governmental authority which is binding on the Corporation, where such contravention are contemplated or threatened to which the Corporation or its subsidiaries is a party or to which the property of the Corporation or its subsidiaries is subject that would materially and adversely affect result individually or in the business, aggregate in any material adverse change in the operations, capital business or condition (financial or otherwise) of the Corporation; andCorporation or its subsidiaries;
(iiik) will not result the Financial Statements present fairly, in all material respects, the financial position of the Corporation and its subsidiaries on a consolidated basis as at the dates set out therein and the results of their operations and the changes in their financial position for the periods then ended, in accordance with Canadian generally accepted accounting principles;
(l) except as disclosed in the breach ofPublic Record, there has not been any material change in the assets, liabilities or be in conflict withobligations (absolute, accrued, contingent or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicable, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”otherwise) or resolutions of the Corporation or its subsidiaries, as set forth in the Financial Statements, and there has not been any mortgage, note, indenture, contract or agreement instrument, lease or other document to which the Corporation is a party, or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect material adverse change in the business, operations, capital operations or condition (financial or otherwise) or results of the Corporation.
(g) Odyssey at its office in Toronto has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement.
(h) The Corporation is not party to or bound or affected by any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into this Agreement.
(i) There are no material changes or material facts relating to operations of the Corporation or the Subsidiaries (as defined herein) that have not been disclosed to the Agents, and other than the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.
(j) All filings and fees required to be made and paid by the Corporation pursuant to applicable securities laws and general corporate law have been made and paid.
(k) The Corporation is a corporation duly incorporated and validly subsisting under the provincial laws of Ontario and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on since June 30, 2005 and since that date there have been no material facts, transactions, events or occurrences which could materially adversely affect the business of the Corporation or its Business subsidiaries;
(as herein definedm) as now being the Corporation and its subsidiaries have conducted and are conducting their businesses in material compliance with all applicable laws, by-laws, rules and regulations of each jurisdiction in which their businesses are carried on by it and hold all licences, registrations, permits, consents or proposed qualifications (whether governmental, regulatory or otherwise) required in order to enable their businesses to be carried on by as now conducted or as proposed to be conducted, and all such licences, registrations, permits, consents and qualifications are valid and subsisting and in good standing and neither the Corporation nor its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such license, registration, permit, consent or qualification which, if the subject of an unfavourable decision, ruling or finding, would materially adversely affect the conduct of the business, operations, condition (financial or otherwise) or income of the Corporation or its subsidiaries;
(n) the Corporation has taken or will take all steps as may be necessary for it to comply with the requirements of the applicable securities laws of the Reporting Provinces, the United States and to enter into this Agreement such other jurisdictions in which the Units are sold, and the Amalgamation Agreement Corporation is entitled to avail itself of the applicable prospectus and carry out its obligations registration exemptions available under the applicable securities laws of the Reporting Provinces and the United States in respect of the offer and sale of the Units; and
(o) the Corporation has filed all documents that it is required to file under the continuous disclosure provisions of applicable securities laws in Canada and the United States, including annual and interim financial information and annual reports, press releases disclosing material changes and material change reports, and all periodic reports required by Section 13(a) of the 1934 Act and the rules and regulations thereunder. As used in this Agreement, “Business” means the business of cultivating, processing and selling at wholesale medical and recreational cannabis in the State of Nevada.
Appears in 1 contract
Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to for the Agents, Theia and benefit of the Purchasers, and acknowledges that the Agents, Theia and the Purchasers are relying upon such representations and warranties, Subscriber as follows:
(a) All necessary corporate action has been taken to authorize the creationCorporation is (and will be at the Closing Time) a reporting issuer in the Provinces of Ontario, issue Alberta and sale ofBritish Columbia, and the delivery is in compliance with all material obligations under applicable securities legislation of the Subscription Receipts, in certificated or uncertificated form, and:
(i) upon payment of the requisite consideration therefor, the Subscription Receipts will be validly created and issuedsuch jurisdictions;
(ii) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares.
(b) The form the Corporation has been duly incorporated and terms organized and is validly subsisting under the laws of the Subscription Receipts have been approved Province of Ontario and adopted, by the directors of the Corporation has all requisite corporate power and do not conflict with any applicable laws.authority to own its assets and to carry on its business as currently conducted;
(c) The attributes of the Subscription Receipts will conform in all material respects with the description thereof in the Subscription Agreements and Subscription Receipt Agreement.
(d) The Corporation has full corporate power, capacity and authority to undertake the Offering, to enter into this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the certificates representing the Subscription Receipts (collectively, the “Corporation Offering Documents”) and the Amalgamation Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof, and the Corporation has taken is conducting its business in material compliance with all necessary corporate action to authorize the execution, delivery and performance of the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting each jurisdiction in which its business is carried on and is duly licensed, registered or qualified in all jurisdictions in which it carries on business to enable its business to be carried on as now conducted and all such licences, registrations and qualifications are and will at the rightsClosing Time be valid, powers, privileges, remedies and/or interests of creditors generally.
(f) The entering into and the performance of the transactions contemplated herein subsisting and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:
(i) does not require any consent, approval, authorization or order of any court or governmental agency or bodygood standing, except that in respect of matters which may be required under applicable securities legislation;
(ii) do not and will not contravene result in any statute or regulation adverse material change in respect of any governmental authority which is binding on the Corporation, where and except for the failure to be so qualified or the absence of any such contravention would materially license, registration or qualification which does not and adversely affect will not have a material adverse effect on the business, results of operations, capital prospects or condition (financial or otherwise) of the Corporation; andCorporation and its subsidiaries, on a consolidated basis;
(iiid) the Corporation has all required corporate power and authority to enter into and carry out the provisions of this subscription agreement and the transactions contemplated hereby and all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation to duly authorize the execution and delivery of this subscription agreement and such other agreements and instruments and the consummation of the transactions contemplated thereby and so as to validly create, issue and deliver the Common Shares and Warrants subscribed thereby and to validly create and allot for issuance the Common Shares and Warrant Shares;
(e) the Corporation is not in default or in breach in any material respect of, and the execution and delivery of this subscription agreement by the Corporation, the performance and compliance with the terms of this subscription agreement, the issue and sale of the Common Shares and Warrant Shares will not result in the any breach of, or be in conflict with, with or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default either directly or indirectly under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicableconstating documents, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions of the Corporation or any material mortgage, note, indenture, contract or agreement contract, agreement, instrument, lease or other document to which the Corporation any of them is a partyparty or by which any of them is bound;
(f) the Common Shares and the Warrant Shares, or any judgment, decree or order or any term or provision thereof, where such contravention would materially if and adversely affect when issued in accordance with the business, operations, capital or condition (financial or otherwise) terms of the Corporation.Common Share and Warrant certificates, as applicable, will be validly issued and outstanding as fully paid and non-assessable;
(g) Odyssey at its office no approval, authorization, consent or other order of, and no filing, registration or recording with, any governmental authority is required by the Corporation in Toronto has been appointed as connection with the Subscription Receipt execution and Escrow Agent under delivery or with the Subscription Receipt Agreement.performance by the Corporation of this subscription agreement except in compliance with the rules of the TSX;
(h) The Corporation is not party this subscription agreement and all other agreements required in connection with the issue and sale of the Units have been or will be, at or prior to or bound or affected the Closing Time, duly authorized, executed and delivered by any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into this Agreement.and will be valid and binding obligations of the Corporation enforceable in accordance with their respective terms (except as the enforceability thereof may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors’ rights generally, (ii) general equitable principles or (iii) limitations under applicable law in respect of rights of indemnity, contribution and waiver of contribution); and
(i) There are no material changes or material facts relating to the Corporation or intends that the Subsidiaries (as defined herein) that have not been disclosed to net proceeds of the Agents, and other than Offering will be used substantially in the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (manner specified in Schedule “3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse TakeoverB” hereto.
(j) All filings and fees required to be made and paid by Forthwith after the Closing, the Corporation pursuant to applicable securities laws shall file such forms and general corporate law have been made and paid.
(k) The Corporation is a corporation duly incorporated and validly subsisting documents as may be required under the provincial laws Applicable Securities Laws relating to the Offering and any further documents as may be required by any applicable regulatory authority which, without limiting the generality of Ontario the foregoing, shall include a Report of Exempt Distribution 45-106F1 as prescribed by National Instrument 45-106-Prospectus and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (as herein defined) as now being carried on by it or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “Business” means the business of cultivating, processing and selling at wholesale medical and recreational cannabis in the State of NevadaRegistration Exemptions.
Appears in 1 contract
Samples: Subscription Agreement (Northcore Technologies Inc.)
Representations and Warranties of the Corporation. The Corporation represents and warrants Except as otherwise indicated below, the Corporation’s delivery to the Agents, Theia Agents of each of the Canadian Prospectus and the PurchasersU.S. Prospectus and any Canadian Prospectus Amendment or U.S. Registration Statement Amendment, as applicable, and acknowledges that the Agents, Theia documents referred to in Section 6(1)(a) and 6(1)(b) hereof shall constitute the Purchasers are relying upon such representations Corporation’s representation and warrantieswarranty to the Agents that, as followsof the date hereof and as of the Closing Date:
(a) All necessary corporate action has been (i) each such document at the time of its filing complied in all material respects with the requirements of the Applicable Securities Laws pursuant to which it was filed and that all the information and statements contained therein (except information or statements furnished by and relating solely to an Agent) are, at the respective dates of delivery thereof, true and correct in all material respects, contain no misrepresentation (as defined in the Applicable Securities Laws) and constitute full, true and plain disclosure of all material facts relating to the Corporation and its subsidiaries taken to authorize the creation, issue and sale ofas a whole, and the delivery Shares as required by the Applicable Securities Laws; (ii) no material fact or information has been omitted therefrom and no other fact or information (except facts or information relating solely to the Agents) has been omitted therefrom which is necessary to make the statements contained therein not misleading in light of the Subscription Receiptscircumstances in which they were made; and (iii) the Corporation has made disclosure of all material changes in the affairs of the Corporation in accordance with the Applicable Securities Laws;
(b) except as otherwise disclosed in each of the Canadian Prospectus and the U.S. Prospectus, or any Canadian Prospectus Amendment or U.S. Registration Statement Amendment, as the case may be, subsequent to the respective dates as of which information is given in certificated the Canadian Prospectus and the U.S. Prospectus, or uncertificated formany Canadian Prospectus Amendment and U.S. Registration Statement Amendment, and:
as the case may be: (i) upon payment there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the requisite consideration thereforCorporation and its subsidiaries, considered as one entity (any such change is called a “Material Adverse Change”); (ii) the Subscription Receipts will be validly created Corporation and issuedits subsidiaries, considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, not in the ordinary course of business, nor entered into any material transaction or agreement not in the ordinary course of business; and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Corporation or, except for dividends paid to the Corporation or other subsidiaries, any of its subsidiaries on any class of capital stock or repurchase or redemption by the Corporation or any of its subsidiaries of any class of capital stock;
(c) the Corporation has an authorized capitalization as set forth in each of the Canadian Prospectus and the U.S. Prospectus, of which, as of September 4, 2009, (i) 16,666,974 Subordinate Voting Shares, (ii) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically1,548,000 Multiple Voting Shares, without additional payment therefore(iii) 2,250,000 Series A Preferred Shares and (iv) 3,750,000 Series B Preferred Shares, into Subscription Shares which Subscription Shares will be respectively, have been duly and validly issued, authorized and issued and are fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; andand no other shares are outstanding;
(iiid) the Compensation Shares have been duly authorized for issuance, sale and delivery to the Agents pursuant to this Agreement and, when issued and delivered by the Corporation against payment of the consideration set forth herein, the Shares will be validly issued, issued and fully paid and non- non-assessable Class A and will conform to the description thereof contained in the Canadian Prospectus and the U.S. Prospectus; the issuance of the Shares exchangeable is not subject to the preemptive or similar rights of any person;
(e) the Corporation consents to the use by the Agents of the documents referred to in Section 6(1)(a) in connection with the Offering in the Qualifying Jurisdictions in compliance with the terms hereof;
(f) this Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of the Corporation, enforceable in accordance with its terms, except as to rights of indemnification and contribution hereunder which may be limited by applicable law and except as the Amalgamation Agreement into Resulting Issuer Shares.enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles;
(bg) The form PricewaterhouseCoopers, LLP, Chartered Accountants, who have expressed their opinions with respect to the Financial Information contained in the Canadian Prospectus and terms the U.S. Prospectus, and any Canadian Prospectus Amendment or U.S. Registration Statement Amendment, as the case may be, are the auditors of the Subscription Receipts have been approved Corporation, are independent within the meaning of the Canada Business Corporations Act (the “CBCA”) and adopted, the Applicable Securities Laws and are independent public or certified public accountants as required by the directors U.S. Securities Act and the rules and regulations promulgated by the SEC thereunder and the U.S. Exchange Act and the rules and regulations thereunder;
(h) the financial statements included or incorporated by reference in the Canadian Prospectus and the U.S. Prospectus, respectively, present fairly in all material respects the consolidated financial position of the Corporation and do not conflict its consolidated subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with any applicable laws.
(c) Canadian GAAP applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The attributes of financial data set forth in the Subscription Receipts will conform Canadian Prospectus and the U.S. Prospectus under the captions “Summary Historical Consolidated Financial Data” and “Capitalization” fairly present in all material respects the information set forth therein on a basis consistent with that of the description thereof audited and unaudited financial statements contained or incorporated by reference in the Subscription Agreements Canadian Prospectus and Subscription Receipt Agreementthe U.S. Prospectus.
(di) The each of the Corporation and its subsidiaries has full been duly incorporated or formed and is validly existing as a corporation, partnership, limited liability company or other similar entity under the laws of the jurisdiction of its incorporation or formation and has power (corporate power, capacity or other) and authority to undertake own, lease and operate its properties and to conduct its business as described in the OfferingCanadian Prospectus and the U.S. Prospectus, except where failure to so own and operate any property or conduct any business would not result in a Material Adverse Change, and, in the case of the Corporation, to enter into and perform its obligations under this Agreement. Each of the Corporation and each subsidiary is duly qualified as a foreign corporation to transact business and is in good standing under the laws of each jurisdiction in which such qualification is required, whether by reason of the Subscription Agreementsownership or leasing of property or the conduct of business, except for such jurisdictions where the Subscription Receipt Agreement failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock of each subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned, except as otherwise expressly disclosed in the Canadian Prospectus and the certificates representing U.S. Prospectus, and any Canadian Prospectus Amendment or U.S. Registration Statement Amendment, by the Subscription Receipts Corporation, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Corporation’s principal subsidiaries are the subsidiaries listed in the Corporation’s Annual Information Form for the year ended December 31, 2008;
(collectivelyj) neither the Corporation nor any of its subsidiaries is in violation of its articles of incorporation or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“Corporation Offering DocumentsDefault”) and the Amalgamation Agreement and under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof, and which the Corporation has taken all necessary corporate action or any of its subsidiaries is a party or by which it or any of them may be bound, or to authorize which any of the property or assets of the Corporation or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Corporation’s execution, delivery and performance of the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally.
(f) The entering into and the performance of the transactions contemplated herein and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:
(i) does not require any consent, approval, authorization or order of any court or governmental agency or body, except that which may be required under applicable securities legislation;
(ii) will not contravene any statute or regulation of any governmental authority which is binding on the Corporation, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation; and
(iii) will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicable, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions of the Corporation or any mortgage, note, indenture, contract or agreement instrument, lease or other document to which the Corporation is a party, or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation.
(g) Odyssey at its office in Toronto has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement.
(h) The Corporation is not party to or bound or affected by any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into this Agreement.
(i) There are no material changes or material facts relating to the Corporation or the Subsidiaries (as defined herein) that have not been disclosed to the Agents, and other than the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.
(j) All filings and fees required to be made and paid by the Corporation pursuant to applicable securities laws and general corporate law have been made and paid.
(k) The Corporation is a corporation duly incorporated and validly subsisting under the provincial laws of Ontario and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (as herein defined) as now being carried on by it or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “Business” means the business of cultivating, processing and selling at wholesale medical and recreational cannabis in the State of Nevada.this
Appears in 1 contract
Samples: Agency Agreement (Fairfax Financial Holdings LTD/ Can)
Representations and Warranties of the Corporation. The (1) Except as disclosed in the Corporation Filings or in the correspondingly numbered section of the Corporation Disclosure Letter (which disclosure shall also apply against any other representations and warranties to which it is reasonably apparent it should relate), the Corporation represents and warrants to the Agents, Theia and the Purchasers, Purchasers as set forth in Schedule C and acknowledges and agrees that the Agents, Theia and the Purchasers are each Purchaser is relying upon such representations and warranties, as follows:
(a) All necessary corporate action has been taken to authorize warranties in connection with the creation, issue and sale of, entering into of this Agreement and the delivery consummation of the Subscription Receipts, in certificated or uncertificated form, and:
(i) upon payment of the requisite consideration therefor, the Subscription Receipts will be validly created and issued;
(ii) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer SharesArrangement.
(b2) The form and terms of Except as disclosed in the Subscription Receipts have been approved and adopted, by Corporation Filings or in the directors correspondingly numbered section of the Corporation Disclosure Letter (which disclosure shall also apply against any other representations and do not conflict warranties to which it is reasonably apparent it should relate), the Corporation represents and warrants to the Canadian Purchaser as set forth in Schedule D and acknowledges and agrees that the Canadian Purchaser is relying upon such representations and warranties in connection with any applicable lawsthe entering into of this Agreement and the consummation of the Arrangement.
(c3) The attributes Except as disclosed in the Corporation Filings or in the correspondingly numbered section of the Subscription Receipts will conform Corporation Disclosure Letter (which disclosure shall also apply against any other representations and warranties to which it is reasonably apparent it should relate), the Corporation represents and warrants to the International Purchaser as set forth in all material respects Schedule E and acknowledges and agrees that the International Purchaser is relying upon such representations and warranties in connection with the description thereof in entering into of this Agreement and the Subscription Agreements and Subscription Receipt Agreementconsummation of the Arrangement.
(d4) The Corporation has full corporate power, capacity Except for the representations and authority to undertake the Offering, to enter into warranties set forth in this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the certificates representing the Subscription Receipts (collectively, the “Corporation Offering Documents”) and the Amalgamation Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof, and neither the Corporation nor any other Person has taken all necessary corporate action to authorize the executionmade or makes any other express or implied representation and warranty, delivery and performance of the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist either written or may be enacted in applicable laws relating to bankruptcyoral, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally.
(f) The entering into and the performance of the transactions contemplated herein and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:
(i) does not require any consent, approval, authorization or order of any court or governmental agency or body, except that which may be required under applicable securities legislation;
(ii) will not contravene any statute or regulation of any governmental authority which is binding on the Corporation, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation; and
(iii) will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicable, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions of the Corporation or any mortgage, note, indenture, contract or agreement instrument, lease or other document to which the Corporation is a party, or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) behalf of the Corporation.
(g5) Odyssey at The representations and warranties of the Corporation contained in this Agreement shall not survive the completion of the Arrangement or the termination of this Agreement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its office in Toronto has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreementterms.
(h6) The Corporation is Any investigation by the International Purchaser or its Representatives, as applicable, shall not party to mitigate, diminish or bound or affected by any commitment, agreement or document containing any covenant which would prohibit or restrict affect the Corporation from entering into this Agreement.
(i) There are no material changes or material facts relating to the Corporation or the Subsidiaries (as defined herein) that have not been disclosed to the Agents, representations and other than the acquisition warranties of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.
(j) All filings and fees required to be made and paid by the Corporation pursuant to applicable securities laws and general corporate law have been made and paidthis Section 3.1.
(k) The Corporation is a corporation duly incorporated and validly subsisting under the provincial laws of Ontario and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (as herein defined) as now being carried on by it or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “Business” means the business of cultivating, processing and selling at wholesale medical and recreational cannabis in the State of Nevada.
Appears in 1 contract
Samples: Arrangement Agreement (Phi Inc)
Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agents, Theia Agent and to the Purchasers, and acknowledges that the Agents, Theia and the Purchasers are each of them is relying upon such representations and warrantieswarranties in acting as agent, as followsin the case of the Agent, and in purchasing the Units under the Offering, in the case of the Purchasers, that:
(a) All necessary corporate action has been The delivery to the Agent of the U.S. Preliminary Prospectus, U.S. Prospectus and Registration Statement shall constitute the representation and warranty of the Corporation to the Agent and the U.S. Affiliates that: (i) each such document at the time of its respective delivery fully complied in all material respects with the requirements of the Securities Laws pursuant to which it was or is prepared, and, as applicable, filed, and that all the information and statements contained therein are at the respective dates of delivery thereof, true and correct, in all material respects, contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation and the Subsidiaries, taken to authorize the creation, issue and sale oftogether, and the delivery of Units and the Subscription Receipts, in certificated or uncertificated form, and:
(i) upon payment of the requisite consideration therefor, the Subscription Receipts will be validly created Over-Allotment Units as required by applicable Securities Laws; and issued;
(ii) upon satisfaction no material fact or information has been omitted from such disclosure which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in the light of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares circumstances under which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Sharesthey were made.
(b) The form and terms A registration statement on Form S-1 together with amendments to the Registration Statement (collectively, the “Initial Registration Statement”) in respect of the Subscription Receipts have been approved Units, Over-Allotment Units, as applicable, the Broker Warrants and adoptedthe Broker Shares shall be filed with the SEC under the U.S. Securities Act; the Corporation shall use its commercially reasonable efforts to cause the Initial Registration Statement and any post-effective amendment thereto delivered, each in the form as shall be delivered to the Agents, to be declared effective by the directors SEC in such form; other than a registration statement, if any, increasing the size of the Corporation offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the U.S. Securities Act, no other document with respect to the Initial Registration Statement shall be filed with the SEC; no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and do not conflict with any applicable lawsno proceeding for that purpose has been initiated or threatened by the SEC.
(c) The attributes Corporation consents to the use by the Agent of such documents in connection with the distribution of the Subscription Receipts will conform in all material respects with Units and the description thereof Over-Allotment Units in the Subscription Agreements and Subscription Receipt Agreement.
(d) The Corporation has full corporate power, capacity and authority to undertake the Offering, to enter into this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the certificates representing the Subscription Receipts (collectively, the “Corporation Offering Documents”) and the Amalgamation Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it United States in accordance compliance with the terms hereof and thereof, and the Corporation has taken all necessary corporate action to authorize the execution, delivery and performance of the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally.
(f) The entering into and the performance of the transactions contemplated herein and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:
(i) does not require any consent, approval, authorization or order of any court or governmental agency or body, except that which may be required under applicable securities legislation;
(ii) will not contravene any statute or regulation of any governmental authority which is binding on the Corporation, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation; and
(iii) will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicable, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions of the Corporation or any mortgage, note, indenture, contract or agreement instrument, lease or other document to which the Corporation is a party, or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation.
(g) Odyssey at its office in Toronto has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement.
(h) The Corporation is not party to or bound or affected by any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into this Agreement.
(i) There are no material changes or material facts relating to the Corporation or the Subsidiaries (as defined herein) that have not been disclosed to the Agents, and other than the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.
(j) All filings and fees required to be made and paid by the Corporation pursuant to applicable securities laws and general corporate law have been made and paid.
(k) The Corporation is a corporation duly incorporated and validly subsisting under the provincial laws of Ontario and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (as herein defined) as now being carried on by it or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “Business” means the business of cultivating, processing and selling at wholesale medical and recreational cannabis in the State of Nevada.
Appears in 1 contract
Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agents, Theia and the Purchasers, Underwriters and acknowledges that the Agents, Theia and the Purchasers Underwriters are relying upon such representations and warrantieswarranties in entering into this Agreement, as followsthat:
(a1) The Corporation is duly incorporated, validly existing and in good standing under the corporate laws of its jurisdiction of incorporation and no proceedings have been instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation or winding-up of the Corporation.
(2) All necessary corporate action of the shares of the Subsidiaries are legally and beneficially owned by the Corporation, free and clear of all liens, charges and encumbrances of any kind whatsoever.
(3) Other than the Material Subsidiary, the Corporation has no material subsidiaries.
(4) The Subsidiaries are the only subsidiaries of the Corporation and each of the Subsidiaries is duly incorporated, validly existing and in good standing under the laws of their jurisdiction of incorporation and no proceedings have been taken instituted or, to authorize the creationknowledge of the Corporation, issue are pending for the dissolution or liquidation or winding-up of the Subsidiaries.
(5) As at the date hereof, the Issuer is a “reporting issuer” in each of the Qualifying Jurisdictions within the meaning of the Canadian Securities Laws in such jurisdictions and sale of, is not currently in material default of any requirement of the Applicable Securities Laws and the delivery Corporation is not included on a list of defaulting reporting issuers maintained by any of the Subscription Receipts, in certificated or uncertificated form, and:Qualifying Authorities.
(i6) upon payment The Common Shares have been registered pursuant to Section 12(b) of the requisite consideration thereforExchange Act. The Common Shares are listed for trading on the TSX and NYSE and the Corporation is not in default of any of the listing requirements of the TSX and NYSE applicable to the Corporation.
(7) None of the Qualifying Authorities, the Subscription Receipts will be validly created SEC, any other securities regulatory authority, any stock exchange nor any similar regulatory authority has issued any order which is currently outstanding preventing or suspending trading in any securities of the Corporation or the use of any Offering Document and issued;no proceedings for such purposes have been instituted or are pending or, to the knowledge of the Corporation, are threatened.
(ii) upon satisfaction 8) The authorized capital of the Escrow Release Conditions Corporation consists of an unlimited number of Common Shares without par value of which 52,139,626 Common Shares were issued and outstanding as of the Subscription Receipts shall convert automaticallyclose of business on April 21, without additional payment therefore, into Subscription 2016. All of the issued and outstanding Common Shares which Subscription Shares will be validly issued, are fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be and have been duly and validly authorized and issued, fully paid and non- assessable Class A Shares exchangeable in accordance compliance with the Amalgamation Agreement into Resulting Issuer Shares.
(b) The form and terms of the Subscription Receipts have been approved and adopted, by the directors of the Corporation and do not conflict with any applicable laws.
(c9) The attributes All documents previously published or filed by the Corporation with, or furnished by the Corporation to, the Qualifying Authorities and the SEC (the “Continuous Disclosure Materials”) do not contain any untrue statement of a material fact or omit to state a material fact that is required to be stated or that is necessary to make the statements therein, in light of the Subscription Receipts will conform circumstances under which they were made, not misleading, as of the date of the statements in the Continuous Disclosure Materials and were prepared in accordance with and comply in all material respects with Applicable Securities Laws and the description thereof Corporation is not in the Subscription Agreements and Subscription Receipt Agreementdefault of its filings under, nor has it failed to file, publish or furnish any document required to be filed, published or furnished under Applicable Securities Laws.
(d10) The Corporation has full corporate power, capacity and authority to undertake Other than as disclosed in the Offering, to enter into this Agreement, the Subscription Agreements, the Subscription Receipt Agreement Preliminary Prospectuses and the certificates representing Final Prospectuses, no person, firm or corporation has any agreement, option, right or privilege, whether pre-emptive, contractual or otherwise, capable of becoming an agreement for the Subscription Receipts purchase, acquisition, subscription for or issuance of, any of the unissued shares of the Corporation or the Subsidiaries, or other securities convertible, exchangeable or exercisable for shares of the Corporation or the Subsidiaries and all securities of the Corporation have been duly and validly authorized and issued, in compliance with applicable laws.
(11) Each of the Corporation and the Subsidiaries has the requisite corporate power and capacity to own the assets owned by it and to carry on the business carried on by it, and each of the Corporation and the Subsidiaries holds all material licenses and permits that are required for carrying on its business in the manner in which such business has been carried on and is duly qualified to carry on business in all jurisdictions in which it carries on business.
(12) Each of the Corporation and the Subsidiaries has good title to its respective material assets, free and clear of all material liens, charges and encumbrances of any kind whatsoever other than the royalties set forth in Schedule “C” hereto and encumbrances registered as security for such royalty obligations.
(13) All material property, options, leases, concessions, claims or other, direct or indirect, interests in natural resource properties and surface rights for exploration and exploitation, extraction and other material mineral property rights in which the Corporation or Subsidiaries holds an interest or right (collectively, the “Corporation Offering DocumentsProperty Rights”) are completely and accurately described in the Preliminary Prospectuses and the Amalgamation Agreement Final Prospectuses and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof, and the Corporation has taken all necessary corporate action to authorize the execution, delivery and performance of the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally.
(f) The entering into and the performance of the transactions contemplated herein and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:
(i) does not require any consent, approval, authorization or order of any court or governmental agency or body, except that which may be required under applicable securities legislation;
(ii) will not contravene any statute or regulation of any governmental authority which is binding on the Corporation, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation; and
(iii) will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicable, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions of the Corporation or any mortgage, note, indenture, contract or agreement instrument, lease or other document to which the Corporation is a party, or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation.
(g) Odyssey at its office in Toronto has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement.
(h) The Corporation is not party to or bound or affected by any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into this Agreement.
(i) There are no material changes or material facts relating to the Corporation or the Subsidiaries is the legal and beneficial owner of such Property Rights and the Property Rights are in good standing and are valid and enforceable and are free and clear of any liens, charges or encumbrances, except as disclosed in the Preliminary Prospectuses and the Final Prospectuses.
(as defined herein14) that have No material property rights, easements, rights of way, access rights (including but not been disclosed limited to the Agentsany mineral, geothermal and water rights) other than the acquisition Property Rights are necessary for the conduct of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.
(j) All filings and fees required to be made and paid by the Corporation pursuant to applicable securities laws and general corporate law have been made and paid.
(k) The Corporation is a corporation duly incorporated and validly subsisting under the provincial laws of Ontario and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (as herein defined) as now being carried on by it or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “Business” means the business of cultivatingthe Corporation and the Subsidiaries as currently being conducted, processing and selling at wholesale medical there are no material restrictions on the ability of the Corporation or the Subsidiaries to use or otherwise exploit any such Property Rights, and recreational cannabis there is no claim, or to the knowledge of the Corporation, basis for a claim that may adversely affect such rights in the State of Nevadaany respects.
Appears in 1 contract
Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to for the Agents, Theia and the Purchasers, and acknowledges that the Agents, Theia and benefit of the Purchasers are relying upon such representations and warranties, as follows:
(a) All necessary corporate action has been taken to authorize the creationCorporation is (and will be at the Closing Time) a reporting issuer in the Provinces of Ontario, issue Alberta and sale ofBritish Columbia, and the delivery is in compliance with all material obligations under Applicable Securities Laws of the Subscription Receipts, in certificated or uncertificated form, and:
(i) upon payment of the requisite consideration therefor, the Subscription Receipts will be validly created and issuedsuch jurisdictions;
(ii) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares.
(b) The form the Corporation has been duly incorporated and terms organized and is validly subsisting under the laws of the Subscription Receipts have been approved Province of Ontario and adopted, by the directors of the Corporation has all requisite corporate power and do not conflict with any applicable laws.authority to own its assets and to carry on its business as currently conducted;
(c) The attributes each of the Subscription Receipts will conform in Material Subsidiaries has been duly incorporated and organized and is validly subsisting under the laws of its jurisdiction of incorporation and has all material respects with the description thereof in the Subscription Agreements requisite corporate power and Subscription Receipt Agreement.authority to carry on its business as now conducted and to own, lease and operate its properties and assets;
(d) The Corporation has full corporate power, capacity and authority to undertake the Offering, to enter into this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the certificates representing the Subscription Receipts (collectively, the “Corporation Offering Documents”) and the Amalgamation Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof, and the Corporation has taken all necessary corporate action to authorize the execution, delivery and performance of the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation each of the Corporation enforceable against the Corporation Material Subsidiaries is conducting its business in accordance material compliance with its terms subject to such limitations and prohibitions as may exist or may be enacted in all applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting each jurisdiction in which its business is carried on and is duly licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are and will at the rightsClosing Time be valid, powers, privileges, remedies and/or interests of creditors generally.
(f) The entering into and the performance of the transactions contemplated herein subsisting and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:
(i) does not require any consent, approval, authorization or order of any court or governmental agency or bodygood standing, except that in respect of matters which may be required under applicable securities legislation;
(ii) do not and will not contravene result in any statute or regulation adverse material change in respect of any governmental authority which is binding on the Corporation, where and except for the failure to be so qualified or the absence of any such contravention would materially license, registration or qualification which does not and adversely affect will not have a material adverse effect on the assets or properties, business, results of operations, capital prospects or condition (financial or otherwise) of the Corporation; andCorporation and its subsidiaries, on a consolidated basis;
(iiie) the Corporation has all required corporate power and authority to enter into and carry out the provisions of this subscription agreement and the transactions contemplated hereby and all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation to duly authorize the execution and delivery of this subscription agreement and such other agreements and instruments and the consummation of the transactions contemplated thereby and so as to validly create, issue and deliver the Convertible Notes subscribed thereby and to validly create and irrevocably allot for issuance the Underlying Securities and Warrant Shares;
(f) neither the Corporation nor any of its Material Subsidiaries is in default or in breach in any material respect of, and the execution and delivery of this subscription agreement by the Corporation, the performance and compliance with the terms of this subscription agreement, the issue and sale of the Convertible Notes, and the issue of the Underlying Securities and Warrant Shares will not result in the any breach of, or be in conflict with, with or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default either directly or indirectly under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicableconstating documents, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions of the Corporation or any of the Material Subsidiaries or any material mortgage, note, indenture, contract or agreement contract, agreement, instrument, lease or other document to which the Corporation any of them is a party, party or by which any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation.them is bound;
(g) Odyssey at the Common Shares issuable upon exercise of the conversion rights under its office Convertible Notes and the Warrant Shares, if and when issued in Toronto has been appointed accordance with the Convertible Notes and Warrants, as the Subscription Receipt applicable, will be validly issued and Escrow Agent under the Subscription Receipt Agreement.outstanding as fully paid and non-assessable;
(h) The Corporation no approval, authorization, consent or other order of, and no filing, registration or recording with, any governmental authority is not party to or bound or affected required by any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into in connection with the execution and delivery or with the performance by the Corporation of this Agreement.subscription agreement except in compliance with and the rules of the TSX;
(i) There are to the best of the Corporation’s knowledge, information and belief, no portion of the Corporation’s Information Record contained a misrepresentation as at its date of public dissemination;
(j) there has been no adverse material changes or change in relation to the Corporation since December 31, 2003, and no adverse material facts relating fact exists in relation to the Corporation or the Subsidiaries (as defined herein) that have its securities which, in either case, has not been generally disclosed to or disclosed in the Agents, and other than the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.
(j) All filings and fees required to be made and paid by the Corporation pursuant to applicable securities laws and general corporate law have been made and paid.Corporation’s Information Record;
(k) The this subscription agreement and all other agreements required in connection with the issue and sale of the Convertible Notes have been or will be, at or prior to the Closing Time, duly authorized, executed and delivered by the Corporation is a corporation duly incorporated and validly subsisting will be valid and binding obligations of the Corporation enforceable in accordance with their respective terms (except as the enforceability thereof may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors’ rights generally, (ii) general equitable principles or (iii) limitations under applicable law in respect of rights of indemnity, contribution and waiver of contribution); and
(l) the provincial laws Corporation intends that the net proceeds of Ontario and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (as herein defined) as now being carried on by it or proposed to the Offering will be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “Business” means the business of cultivating, processing and selling at wholesale medical and recreational cannabis substantially in the State of Nevadamanner specified in Schedule “B” hereto.
Appears in 1 contract
Samples: Subscription Agreement (Adb Systems International LTD)
Representations and Warranties of the Corporation. The Corporation 7.1 Atrium represents and warrants to the Agents, Theia and the PurchasersUnderwriters, and acknowledges that the Agents, Theia and the Purchasers are each Underwriter is relying upon such representations and warranties, as followsthat:
(a) All necessary corporate action has been taken to authorize 7.1.1 the creation, issue and sale ofCorporation is a validly subsisting corporation incorporated under the laws of Ontario, and has all requisite capacity, power and authority to own, lease and operate its properties and assets, to carry on its business as it is currently conducted, including to conduct all of its activities as contemplated by and described in the delivery Preliminary Prospectus and any Amendment;
7.1.2 each of the Subscription ReceiptsManager and CMSC is a validly subsisting corporation incorporated under the laws of Ontario, and has all requisite capacity, power and authority to own, lease and operate its properties and assets, to carry on its business as it is currently conducted, including to conduct all of its activities as contemplated by and described in certificated or uncertificated formthe Preliminary Prospectus and any Amendment;
7.1.3 other than as set out in the Preliminary Prospectus and any Amendment, and:
(i) upon payment there is no agreement to which the Corporation or, to the Knowledge of the requisite consideration thereforCorporation, any other Person is a party in force or effect which in any manner affects or will affect the Subscription Receipts will be validly created and issuedvoting or control of any of the securities of the Corporation;
(ii) upon satisfaction of 7.1.4 the Escrow Release Conditions Corporation is current with all filings required to be made by it under all jurisdictions in which it exists or carries on any material business or activities and has all necessary certificates, licences, authorizations and other approvals necessary to permit it to conduct its business and activities, except where the Subscription Receipts shall convert automaticallyfailure to make any filing or obtain any certificate, without additional payment thereforelicence, into Subscription Shares which Subscription Shares will be validly issuedauthorization or other approval would not have a Material Adverse Effect, fully paid and non-assessable Class A Sharesall such certificates, exchangeable licences, authorizations and other approvals are in full force and effect in accordance with their terms except where the Amalgamation Agreement into Resulting Issuer Shares; andfailure to so maintain such certificates, licences, authorizations or other approvals would not have a Material Adverse Effect;
(iii) 7.1.5 each of the Compensation Shares will Manager and CMSC is current with all filings required to be validly issuedmade by it under all jurisdictions in which it exists or carries on any material business or activities and has all necessary certificates, fully paid licences, authorizations and non- assessable Class A Shares exchangeable other approvals necessary to permit it to conduct its business and activities, except where the failure to make any filing or obtain any certificate, licence, authorization or other approval would not have a Material Adverse Effect, and all such certificates, licences, authorizations and other approvals are in full force and effect in accordance with their terms except where the Amalgamation Agreement into Resulting Issuer Shares.failure to so maintain such certificates, licences, authorizations or other approvals would not have a Material Adverse Effect;
(b) The form and terms of the Subscription Receipts have been approved and adopted, by the directors 7.1.6 each of the Corporation and do not conflict with any applicable laws.
(c) The attributes of the Subscription Receipts will conform in Manager has all material respects with the description thereof in the Subscription Agreements and Subscription Receipt Agreement.
(d) The Corporation has full corporate requisite power, capacity and authority to undertake authority, and has, or on or before the OfferingClosing Time will have, to taken all actions required, to: (i) enter into this Agreement, Agreement (if it is a party hereto); (ii) enter into the Subscription Agreements, the Subscription Receipt Agreement and the certificates representing the Subscription Receipts Material Agreements to which it is a party; (collectively, the “Corporation Offering Documents”iii) and the Amalgamation Agreement and to do carry out all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof, and the Corporation has taken all necessary corporate action to authorize the execution, delivery and performance of the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
of each Material Agreement to which it is a party; and (eiv) Each in the case of the Corporation Offering Documents Corporation, offer, issue, sell and deliver the Amalgamation Agreement has been executed Initial Debentures, the Debenture Shares and delivered by to create, grant and issue the Over-Allotment Option;
7.1.7 the Corporation is not, and constitutes a valid and legally binding obligation will not be at the Closing Time, in breach or violation of any of the Corporation enforceable against the Corporation terms or provisions of, or in accordance with its terms subject to such limitations and prohibitions as may exist default under (whether after notice or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement lapse of time or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally.
both): (f1) The entering into and the performance any of the transactions contemplated herein and in the Material Agreements to which it is a party; (2) any indenture, mortgage, deed of trust, loan agreement or other Corporation Offering Documents and in the Amalgamation Agreement agreement (written or oral) to which it is a party or by the Corporation:
which it is bound or to which any of its property or assets is subject; (i3) does not require its constating documents; or (4) any consentLaws or any order, approval, authorization rule or order regulation of any court or governmental agency or bodybody having jurisdiction over it or any of its properties, except that which may be required under applicable securities legislation;
(ii) will not contravene any statute or regulation of any governmental authority which is binding on the Corporationin each case, where such contravention would materially and adversely affect breach, violation or default could reasonably be expected to have a Material Adverse Effect;
7.1.8 neither the business, operations, capital Manager nor CMSC is in breach or condition (financial or otherwise) violation of any of the Corporation; and
(iii) will not result in the breach terms or provisions of, or be in conflict with, or constitute a default under, or create a state of facts which, under (whether after notice or lapse of time, time or both, would constitute a default under ): (i) any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicable, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions of the Corporation or any mortgage, note, indenture, contract or agreement instrument, lease or other document Material Agreements to which the Corporation it is a party, or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation.
(g) Odyssey at its office in Toronto has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement.
(h) The Corporation is not party to or bound or affected by any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into this Agreement.
(i) There are no material changes or material facts relating to the Corporation or the Subsidiaries (as defined herein) that have not been disclosed to the Agents, and other than the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.
(j) All filings and fees required to be made and paid by the Corporation pursuant to applicable securities laws and general corporate law have been made and paid.
(k) The Corporation is a corporation duly incorporated and validly subsisting under the provincial laws of Ontario and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (as herein defined) as now being carried on by it or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “Business” means the business of cultivating, processing and selling at wholesale medical and recreational cannabis in the State of Nevada.;
Appears in 1 contract
Samples: Underwriting Agreement
Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to for the Agents, Theia and benefit of the Purchasers, and acknowledges that the Agents, Theia and the Purchasers are relying upon such representations and warranties, Subscriber as follows:
a. the Corporation is (aand will be at the Closing Time) All necessary corporate action a reporting issuer in the Provinces of Ontario, Alberta and British Columbia, and is in compliance with all material obligations under applicable securities legislation of such jurisdictions;
b. the Corporation has been taken to authorize duly incorporated and organized and is validly subsisting under the creation, issue and sale of, and the delivery laws of the Subscription Receipts, in certificated or uncertificated form, and:Province of Ontario and has all requisite corporate power and authority to own its assets and to carry on its business as currently conducted;
(i) upon payment c. each of the Material Subsidiaries has been duly incorporated and organized and is validly subsisting under the laws of its jurisdiction of incorporation and has all requisite consideration thereforcorporate power and authority to carry on its business as now conducted and to own, the Subscription Receipts will be validly created lease and issuedoperate its properties and assets;
(ii) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares.
(b) The form and terms of the Subscription Receipts have been approved and adopted, by the directors of d. the Corporation and do not conflict with any applicable laws.
(c) The attributes each of the Subscription Receipts will conform Material Subsidiaries is conducting its business in material compliance with all material respects with the description thereof in the Subscription Agreements and Subscription Receipt Agreement.
(d) The Corporation has full corporate power, capacity and authority to undertake the Offering, to enter into this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the certificates representing the Subscription Receipts (collectively, the “Corporation Offering Documents”) and the Amalgamation Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof, and the Corporation has taken all necessary corporate action to authorize the execution, delivery and performance of the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting each jurisdiction in which its business is carried on and is duly licensed, registered or qualified in all jurisdictions in which it carries on business to enable its business to be carried on as now conducted and all such licences, registrations and qualifications are and will at the rightsClosing Time be valid, powers, privileges, remedies and/or interests of creditors generally.
(f) The entering into and the performance of the transactions contemplated herein subsisting and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:
(i) does not require any consent, approval, authorization or order of any court or governmental agency or bodygood standing, except that in respect of matters which may be required under applicable securities legislation;
(ii) do not and will not contravene result in any statute or regulation adverse material change in respect of any governmental authority which is binding on the Corporation, where and except for the failure to be so qualified or the absence of any such contravention would materially license, registration or qualification which does not and adversely affect will not have a material adverse effect on the business, results of operations, capital prospects or condition (financial or otherwise) of the Corporation and its subsidiaries, on a consolidated basis;
e. the Corporation has all required corporate power and authority to enter into and carry out the provisions of this subscription agreement and the transactions contemplated hereby and all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation to duly authorize the execution and delivery of this subscription agreement and such other agreements and instruments and the consummation of the transactions contemplated thereby and so as to validly create, issue and deliver the Common Shares and Warrants subscribed thereby and to validly create and allot for issuance the Common Shares and Warrant Shares;
f. the Corporation is not in default or in breach in any material respect of, and the execution and delivery of this subscription agreement by the Corporation; and
(iii) , the performance and compliance with the terms of this subscription agreement, the issue and sale of the Common Shares and Warrant Shares will not result in the any breach of, or be in conflict with, with or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default either directly or indirectly under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicableconstating documents, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions of the Corporation or any material mortgage, note, indenture, contract or agreement contract, agreement, instrument, lease or other document to which any of them is a party or by which any of them is bound;
g. the Common Shares and the Common Shares issuable upon exercise of the Warrants, if and when issued in accordance with the terms of the Warrant certificates, as applicable, will be validly issued and outstanding as fully paid and non-assessable;
h. no approval, authorization, consent or other order of, and no filing, registration or recording with, any governmental authority is required by the Corporation is a party, in connection with the execution and delivery or any judgment, decree or order or any term or provision thereof, where such contravention would materially with the performance by the Corporation of this subscription agreement except in compliance with and adversely affect the business, operations, capital or condition (financial or otherwise) rules of the Corporation.TSX;
i. this subscription agreement and all other agreements required in connection with the issue and sale of the Units have been or will be, at or prior to the Closing Time, duly authorized, executed and delivered by the Corporation and will be valid and binding obligations of the Corporation enforceable in accordance with their respective terms (g) Odyssey at its office in Toronto has been appointed except as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement.
(h) The Corporation is not party to or bound or affected enforceability thereof may be limited by any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into this Agreement.
(i) There are no material changes bankruptcy, insolvency or material facts relating to similar laws affecting creditors' rights generally, (ii) general equitable principles or (iii) limitations under applicable law in respect of rights of indemnity, contribution and waiver of contribution); and
j. the Corporation or intends that the Subsidiaries (as defined herein) that have not been disclosed to net proceeds of the Agents, and other than the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.
(j) All filings and fees required to Offering will be made and paid by the Corporation pursuant to applicable securities laws and general corporate law have been made and paid.
(k) The Corporation is a corporation duly incorporated and validly subsisting under the provincial laws of Ontario and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (as herein defined) as now being carried on by it or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “Business” means the business of cultivating, processing and selling at wholesale medical and recreational cannabis substantially in the State of Nevadamanner specified in Schedule "B" hereto.
Appears in 1 contract
Samples: Subscription Agreement (Adb Systems International LTD)
Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the AgentsUnderwriter, Theia and the Purchasers, and acknowledges intending that the Agentssame may be relied upon by the Underwriter, Theia and the Purchasers are relying upon such representations and warranties, as followsthat:
(a) All necessary corporate action each of the Corporation and the Material Subsidiaries has been taken duly incorporated, continued or amalgamated and organized and is validly existing under the laws of its jurisdiction of incorporation, continuance or amalgamation, has all requisite corporate power and capacity to authorize carry on its business as now conducted and as contemplated by the creationProspectuses, issue and sale ofto own, lease and operate its properties and assets, and the delivery Corporation has all requisite power and authority to carry out its obligations under this Agreement;
(b) the only material operating subsidiaries of the Subscription ReceiptsCorporation are listed in Schedule A;
(c) the Corporation or one of its Material Subsidiaries owns the issued and outstanding shares of each of the Material Subsidiaries as set out in Schedule A, in certificated each case free and clear of any pledge, lien, security interest, charge, claim or uncertificated formencumbrance other than as described in Schedule B or in the Prospectuses;
(d) the Corporation is a reporting issuer or the equivalent in each of the Qualifying Provinces and the Corporation is not in default in any material respect of any of the requirements of Canadian Securities Laws;
(e) the Corporation is qualified to file a short form prospectus that is a base shelf prospectus pursuant to the Shelf Procedures and is eligible to file a prospectus in the form of a short form prospectus under NI 44-101 in each of the Qualifying Jurisdictions and at the respective times of filing, andeach of the Canadian Base Prospectus, the Canadian Prospectus Supplement and any Supplementary Material, have complied and will comply with the requirements of the Canadian Securities Laws pursuant to which they have been or will be filed, have and will provide full, true and plain disclosure of all material facts (as defined in the Securities Act (Ontario)) relating to the Corporation on a consolidated basis and the Offered Securities and do not and will not contain any misrepresentation (as defined in the Securities Act (Ontario)) as of the date of filing, provided that the foregoing shall not apply with respect to statements contained in such documents relating solely to the Underwriter and provided in writing by the Underwriter;
(f) no order, ruling or determination having the effect of ceasing, suspending or restricting trading in any securities of the Corporation or the sale of the Offered Securities has been issued and no proceedings, investigations or inquiries for such purpose are pending or, to the Corporation’s knowledge, threatened;
(g) the Corporation’s common shares are posted and listed for trading on the Exchanges and the GSE and the Corporation is not in default in any material respect of any of the listing requirements of the Exchanges;
(h) other than pursuant to the Corporation’s Stock Option Plans, the Warrants, the convertible debentures of the Corporation outstanding as at the date hereof or as set out in the Offering Documents or Documents Incorporated by Reference, the Corporation is not a party to and has not entered into any agreement, warrant, option, right or privilege reasonably capable of becoming an agreement, for the purchase, subscription or issuance of any Common Shares or securities convertible into or exchangeable for Common Shares;
(i) as at April 29, 2016, the authorized share capital of the Corporation consisted of an unlimited number of Common Shares and an unlimited number of first preferred shares (the “Preferred Shares”), of which 259,897,095 Common Shares and no Preferred Shares are issued and outstanding;
(j) the Corporation and each of the Material Subsidiaries have conducted and are conducting their respective businesses in material compliance with all applicable laws, rules, regulations, tariffs, orders and directives, including without limitation, all laws, regulations and statutes relating to mining and to mining claims, concessions or leases, and environmental, health and safety laws, rules, regulations, or policies or other lawful requirements of any governmental or regulatory bodies having jurisdiction over the Corporation and the Material Subsidiaries in each jurisdiction in which the Corporation or the Material Subsidiaries carries on their respective businesses, other than those in respect of which the failure to comply would not individually or in the aggregate have a Material Adverse Effect. Each of the Corporation and the Material Subsidiaries, hold all certificates, authorities, permits, licenses, registrations and qualifications (collectively, the “Authorities”) in all jurisdictions in which each carries on its business and which are material for and necessary or desirable to carry on their respective businesses as now conducted, except for any Authorities which, if not obtained, would not individually or in the aggregate have a Material Adverse Effect. To the best of the Corporation’s knowledge, information and belief, all of the Authorities are valid and existing and in good standing and none of the Authorities contain any burdensome term, provision, condition or limitation which has or is likely to have any material adverse effect on the business of the Corporation and the Material Subsidiaries (taken as a whole) as now conducted or as currently contemplated to be conducted during the next six months. None of the Corporation, nor any of the Material Subsidiaries, has received any notice of proceedings relating to the revocation or modification of any of the Authorities which, singly or in the aggregate, if the subject of an unfavourable decision, ruling or finding, would materially adversely affect the business, operations, financial condition, or income of the Corporation and the Material Subsidiaries (taken as a whole) (a “Material Adverse Effect”) or any notice of the revocation or cancellation of, or any intention to revoke or cancel, any of the mining claims, concessions or leases comprising:
(i) upon payment of the requisite consideration therefor, the Subscription Receipts will be validly created and issuedBogoso/Prestea property;
(ii) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer SharesPrestea Underground property; and
(iii) the Compensation Shares will be validly issuedWassa property. The above-noted properties are referred to, fully paid collectively, as the “Material Resource Properties” and non- assessable Class A Shares exchangeable each such property is as described in accordance with the Amalgamation Agreement into Resulting Issuer Shares.Canadian Prospectus and Documents Incorporated by Reference;
(bk) The form and terms of except as disclosed in the Subscription Receipts have been approved and adoptedOffering Documents, there are no environmental audits, evaluations, assessments, studies or tests relating to the Corporation or its Material Subsidiaries except for ongoing assessments conducted by the directors or on behalf of the Corporation and do not conflict with any applicable laws.its Material Subsidiaries in the ordinary course;
(cl) The attributes the Corporation and each of its Material Subsidiaries have good and marketable title to all material assets owned by them free and clear of all liens, charges and encumbrances, other than as described in Schedule B or in the Offering Documents or Documents Incorporated by Reference and other than such liens, charges and encumbrances that are not individually or in the aggregate material to the Corporation and the Material Subsidiaries taken as a whole;
(m) the Corporation made available to the respective authors, prior to issuance, of the Subscription Receipts will conform current technical reports relating to the Material Resource Properties (the “Reports”), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available;
(n) the Corporation is in compliance, in all material respects, with the provisions of NI 43-101 and has filed all technical reports required thereby and, at the time of filing, the Reports complied, in all material respects, with the requirements of NI 43-101; all scientific and technical information disclosed in the Offering Documents: (i) is based upon information prepared, reviewed and/or verified by or under the supervision of a “qualified person” (as such term is defined in NI 43-101), (ii) has been prepared and disclosed in accordance, in all material respects, with NI 43-101, and (iii) was true, complete and accurate in all material respects with at the description thereof time of filing;
(o) except as set forth in the Subscription Agreements Offering Documents or the Documents Incorporated by Reference or as are not individually or in the aggregate material to the Corporation and Subscription Receipt Agreement.Material Subsidiaries (taken as a whole), or other than as would not have a material effect on the value of such interests, all interests in the Material Resource Properties are owned, leased or held by the Corporation or its Material Subsidiaries as owner or lessee thereof, are so owned with good and marketable title or are so leased with good and valid title, are in good standing, are valid and enforceable, are free and clear of any liens, charges or encumbrances (other than as set forth in Schedule B) and no royalty is payable in respect of any of them; no other material property rights are necessary for the conduct or currently intended conduct of the Corporation’s or the Material Subsidiaries’ business (except in respect of the development and mining of Prestea Underground and Wassa Underground) and there are no restrictions on the ability of the Corporation or the Material Subsidiaries to use, transfer or otherwise exploit or explore (as the case may be) any such property rights, except as set forth in the Offering Documents or the Documents Incorporated by Reference or as set forth in Schedule B;
(dp) The (A) the Corporation has full corporate powerand its Material Subsidiaries are in material compliance with all material terms and provisions of all contracts, capacity agreements, indentures, leases, instruments and authority licences material to undertake the Offeringconduct of their businesses taken as a whole and (B) all such contracts, to enter into this Agreementagreements, the Subscription Agreementsindentures, the Subscription Receipt Agreement leases, policies, instruments and the certificates representing the Subscription Receipts (collectively, the “Corporation Offering Documents”) licences are valid and the Amalgamation Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it binding in accordance with their terms and are in full force and effect;
(q) except in each case as publicly disclosed or as would not otherwise reasonably be expected to have a Material Adverse Effect: (i) to the terms hereof best of the Corporation’s knowledge, information and thereof, belief none of the real property (and the buildings constructed thereon) in which the Corporation has taken all necessary corporate action to authorize the execution, delivery and performance or any of the Material Subsidiaries has a direct or indirect interest, whether leasehold, fee simple or otherwise (the “Real Property”), or upon or within which it has operations, is currently subject to any judicial or administrative proceeding alleging the violation of any federal, provincial, state or municipal environmental, health or safety statute or regulation, domestic or foreign, or is subject to any investigation concerning whether any remedial action is needed to respond to a release of any Hazardous Material (as defined below) into the environment; (ii) except in material compliance with applicable environmental laws, neither the Corporation Offering Documents and nor any Material Subsidiary or, to the Amalgamation Agreement and to observe and perform the provisions best of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each Corporation’s knowledge, any occupier of the Corporation Offering Documents and Real Property, has filed any notice under any federal, provincial, state or municipal law, domestic or foreign, indicating past or present treatment, storage or disposal of a Hazardous Material; (iii) except in material compliance with applicable environmental laws, none of the Amalgamation Agreement Real Property has at any time been executed and delivered used by the Corporation and constitutes or a valid and legally binding obligation Material Subsidiary or, to the best of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations Corporation’s knowledge, information and prohibitions belief by any other occupier, as may exist a waste storage or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally.
waste disposal site; (fiv) The entering into and the performance of the transactions contemplated herein and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:
(i) does not require any consent, approval, authorization or order of any court or governmental agency or body, except that which may be required under applicable securities legislation;
(ii) will not contravene any statute or regulation of any governmental authority which is binding on the Corporation, where such contravention would materially and adversely affect on a consolidated basis, has no contingent liability of which it has knowledge in connection with any release of any Hazardous Material on or into the business, operations, capital or condition (financial or otherwise) environment from any of the CorporationReal Property or operations thereon; and
(iiiv) will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicable, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions none of the Corporation or any mortgageMaterial Subsidiary or, note, indenture, contract or agreement instrument, lease or other document to which the Corporation is a party, or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) best of the Corporation.
’s knowledge, any occupier of the Real Property, generates, transports, treats, processes, stores or disposes of any waste on any of the Real Property in material contravention of applicable federal, provincial, state or municipal laws or regulations enacted for the protection of the natural environment (gincluding, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) Odyssey at its office in Toronto has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement.
or human health or wildlife; (hvi) The Corporation is not party to or bound or affected by any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into this Agreement.
(i) There are no material changes or material facts relating to the Corporation Corporation’s knowledge, no underground storage tanks or surface impoundments containing a petroleum product or Hazardous Material are located on any of the Subsidiaries Real Property in contravention of applicable federal, provincial, state or municipal laws or regulations, domestic or foreign, enacted for the protection of the natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata), human health or wildlife. For the purposes of this Section 5(q), “Hazardous Material” means any contaminant, chemical, pollutant, subject waste, hazardous waste, deleterious substance, industrial waste, toxic matter or any other substance that when released into the natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) is likely to cause, at some immediate or future time, harm or degradation to the natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or risk to human health and, without restricting the generality of the foregoing, includes any contaminant, chemical, pollutant, subject waste, deleterious substance, industrial waste, toxic matter or hazardous waste as defined herein) that have not been disclosed to by applicable federal, provincial, state or municipal laws or regulations enacted for the Agentsprotection of the natural environment (including, and other than the acquisition of 0000 X. Xxxxx Streetwithout limitation, North Las Vegasambient air, Nevada (“3950”) on August 31surface water, 2018ground water, the Corporation has not completed any significant acquisitionsland surface or subsurface strata), nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.
(j) All filings and fees required to be made and paid by the Corporation pursuant to applicable securities laws and general corporate law have been made and paid.
(k) The Corporation is a corporation duly incorporated and validly subsisting under the provincial laws of Ontario and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (as herein defined) as now being carried on by it human health or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “Business” means the business of cultivating, processing and selling at wholesale medical and recreational cannabis in the State of Nevada.wildlife;
Appears in 1 contract
Samples: Underwriting Agreement (Golden Star Resources Ltd.)
Representations and Warranties of the Corporation. (1) The Corporation hereby represents and warrants to the AgentsUnderwriters, Theia and the Purchasers, and acknowledges intending that the Agentssame may be relied upon by the Underwriters, Theia and the Purchasers are relying upon such representations and warranties, as followsthat:
(a) All necessary corporate action has been taken to authorize the creation, issue and sale of, and the delivery of the Subscription Receipts, in certificated or uncertificated form, and:
(i) upon payment of the requisite consideration therefor, the Subscription Receipts will be validly created and issued;
(ii) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares.
(b) The form and terms of the Subscription Receipts have been approved and adopted, by the directors each of the Corporation and do not conflict with any applicable laws.
(c) The attributes the Material Subsidiaries has been duly incorporated, continued or amalgamated and organized and is validly existing under the laws of the Subscription Receipts will conform in its jurisdiction of incorporation, continuance or amalgamation, has all material respects with the description thereof in the Subscription Agreements and Subscription Receipt Agreement.
(d) The Corporation has full requisite corporate power, capacity power and authority to undertake carry on its business as now conducted and as contemplated by the OfferingFinal Prospectus, to enter into this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the certificates representing the Subscription Receipts (collectively, the “Corporation Offering Documents”) and the Amalgamation Agreement and to do all acts own, lease and things operate its properties and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereofassets, and the Corporation has taken all necessary corporate action requisite power and authority to authorize carry out its obligations under this Agreement;
(b) the execution, delivery and performance only major operating subsidiaries of the Corporation Offering Documents are listed in Schedule A;
(c) the Corporation or one of its Material Subsidiaries owns the issued and outstanding shares of each of the Material Subsidiaries as set out in Schedule A, in each case free and clear of any pledge, lien, security interest, charge, claim or encumbrance other than as described in the Final Prospectus or the Incorporated Documents;
(d) the Corporation is a reporting issuer or the equivalent in each of the Qualifying Provinces and the Amalgamation Agreement and to observe and perform the provisions Corporation is not in default of any of the Corporation Offering Documents and requirements of the Amalgamation Agreement in accordance with the provisions hereof and thereof.securities laws of such jurisdictions;
(e) the Corporation was and is eligible to use the POP System and at the respective times of filing, each of the Preliminary Prospectus and the Final Prospectus together with any Prospectus Amendment and any Supplementary Material have and will comply with the requirements of the Canadian Securities Laws pursuant to which they have been filed, have and will provide full, true and plain disclosure of all material facts (as defined in the Securities Act (Ontario)) relating to the Corporation on a consolidated basis and to the Common Shares and will not contain any misrepresentation (as defined in the Securities Act (Ontario)), provided that the foregoing shall not apply with respect to statements contained in such documents relating solely to the Underwriters;
(f) no order, ruling or determination having the effect of ceasing, suspending or restricting trading in any securities of the Corporation or the sale of the Common Shares has been issued and no proceedings, investigations or inquiries for such purpose are pending or, to the Corporation's knowledge, threatened;
(g) the Corporation's common shares are, and the Common Shares will be, posted and listed for trading on the Exchanges and the Corporation is not in default in any material respect of any of the listing requirements of the Exchanges;
(h) other than options under the Corporation's Stock Option Plans, the Corporation is not a party to and has not entered into any agreement, warrant, option, right or privilege reasonably capable of becoming an agreement, for the purchase, subscription or issuance of any Common Shares or securities convertible into or exchangeable for Common Shares other than as set out in Schedule B;
(i) as at August 1, 2003, the authorized share capital of the Corporation consisted of an unlimited number of Common Shares and an unlimited number of First Preferred shares, of which 108,831,244 Common Shares and no First Preferred shares are issued and outstanding;
(j) the Corporation and each of the Material Subsidiaries have conducted and are conducting their respective businesses in compliance with all applicable laws, rules, regulations, tariffs, orders and directives, including without limitation, all laws, regulations and statutes relating to mining and to mining claims, concessions or leases, and environmental, health and safety laws, rules, regulations, or policies or other lawful requirements of any governmental or regulatory bodies having jurisdiction over the Corporation and the Material Subsidiaries in each jurisdiction in which the Corporation or the Material Subsidiaries carries on their respective businesses, other than those in respect of which the failure to comply would not individually or in the aggregate be material. Each of the Corporation Offering Documents and the Amalgamation Agreement Material Subsidiaries holds all certificates, authorities, permits, licenses, registrations and qualifications (collectively, the "Authorities") in all jurisdictions in which each carries on its business and which are material for and necessary or desirable to carry on their respective businesses as now conducted. To the best of the Corporation's knowledge, information and belief all the Authorities are valid and existing and in good standing and none of the Authorities contain any burdensome term, provision, condition or limitation which has been executed and delivered by or is likely to have any material adverse effect on the business of the Corporation and constitutes the Material Subsidiaries (taken as a valid and legally binding obligation whole) as now conducted or as proposed to be conducted. Neither the Corporation nor any of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or may be enacted in applicable laws Material Subsidiaries has received any notice of proceedings relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement the revocation or winding-up and other laws, rules and regulations modification of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally.
(f) The entering into and the performance any of the transactions contemplated herein and Authorities which, singly or in the other Corporation Offering Documents and in aggregate, if the Amalgamation Agreement by the Corporation:
(i) does not require any consentsubject of an unfavourable decision, approvalruling or finding, authorization or order of any court or governmental agency or body, except that which may be required under applicable securities legislation;
(ii) will not contravene any statute or regulation of any governmental authority which is binding on the Corporation, where such contravention would materially and adversely affect the business, operations, capital financial condition, or condition (financial or otherwise) income of the CorporationCorporation or the Material Subsidiaries (taken as a whole) or any notice of the revocation or cancellation of, or any intention to revoke or cancel, any of the mining claims, concessions or leases comprising:
(i) the Bogoso/Prestea property;
(ii) the Mampon property;
(iii) the Xxxx Xxxxxx property;
(iv) the Yaou and Dorlin properties; and
(iiiv) will not result the Wassa property; (each as described in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicable, byForm 10-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions K of the Corporation or any mortgagedated March 25, note2003, indenturecollectively referred to herein as the "Resource Properties", contract or agreement instrumentand the Bogoso/Prestea property, lease or other document the Mampon property and the Wassa property, collectively being referred to which herein as the "Material Resource Properties");
(k) the Corporation is a partyand each of its Material Subsidiaries have good and marketable title to all assets owned by them free and clear of all liens, charges and encumbrances, other than as described in the Incorporated Documents and other than such liens, charges and encumbrances that are not individually or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect in the business, operations, capital or condition (financial or otherwise) of the Corporation.
(g) Odyssey at its office in Toronto has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement.
(h) The Corporation is not party to or bound or affected by any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into this Agreement.
(i) There are no aggregate material changes or material facts relating to the Corporation or the Material Subsidiaries;
(l) all interests in the Resource Properties are owned, leased or held by the Corporation or its Material Subsidiaries as owner or lessee thereof, are so owned with good and marketable title or are so leased with good and valid title, are in good standing, are valid and enforceable, are free and clear of any liens, charges or encumbrances and no royalty is payable in respect of any of them, except as set out in the Final Prospectus or the Incorporated Documents or as are not individually or in the aggregate material to the Corporation or Material Subsidiaries, or other than as would not have a material effect on the value of such interests; no other material property rights are necessary for the conduct or intended conduct of the Corporation's or the Material Subsidiaries' business and there are no restrictions on the ability of the Corporation or the Material Subsidiaries to use, transfer or otherwise exploit any such property rights, except as set out in the Final Prospectus or the Incorporated Documents;
(A) the Corporation and its Material Subsidiaries are in material compliance with all material terms and provisions of all contracts, agreements, indentures, leases, instruments and licences material to the conduct of its business and (B) all such contracts, agreements, indentures, leases, policies, instruments and licences are valid and binding in accordance with their terms and in full force and effect;
(n) to the best of the Corporation's knowledge, information and belief none of the real property (and the buildings constructed thereon) in which the Corporation or any of the Material Subsidiaries has a direct or indirect interest, whether leasehold or fee simple or otherwise (the "Real Property"), or upon or within which it has operations, is subject to any judicial or administrative proceeding alleging the violation of any federal, provincial, state or municipal environmental, health or safety statute or regulation, domestic or foreign, or is subject to any investigation concerning whether any remedial action is needed to respond to a release of any Hazardous Material (as defined hereinbelow) that have not been disclosed into the environment. Except in material compliance with applicable environmental laws, neither the Corporation nor any Material Subsidiary nor, to the AgentsCorporation's knowledge, and other than any occupier of the acquisition of 0000 X. Xxxxx StreetReal Property, North Las Vegashas filed any notice under any federal, Nevada (“3950”) on August 31provincial, 2018state or municipal law, the Corporation has not completed any significant acquisitionsdomestic or foreign, nor has it entered into any binding agreements with respect to acquisitions that would require the filing indicating past or present treatment, storage or disposal of a business acquisition report other than pursuant to Hazardous Material. Except in material compliance with applicable environmental laws, none of the Reverse Takeover.
(j) All filings and fees required to be made and paid Real Property has at any time been used by the Corporation pursuant to applicable securities laws and general corporate law have been made and paid.
(k) The Corporation is or a corporation duly incorporated and validly subsisting under the provincial laws of Ontario and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiariesMaterial Subsidiary or, to carry on its Business (the best of the Corporation's knowledge, information and belief by any other occupier, as herein defined) a waste storage or waste disposal site. Except as now being carried on by it or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “Business” means the business of cultivating, processing and selling at wholesale medical and recreational cannabis disclosed in the State Final Prospectus, the Corporation, on a consolidated basis, has no contingent liability of Nevada.which it has knowledge in connection with any release of any Hazardous Material on or into the environment from any of the Real Property or operations thereon. Neither the Corporation nor any Material Subsidiary nor, to the best of the Corporation's knowledge, any occupier of the Real Property, generates, transports, treats, processes, stores or disposes of any waste on any of the Real Property in material contravention of applicable federal, provincial, state or municipal laws or regulations enacted for the protection of the natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or human health or wildlife. To the Corporation's knowledge, no underground storage tanks or surface impoundments containing a petroleum product or Hazardous Material are located on any of the Real Property in contravention of applicable federal, provincial, state or municipal laws or regulations, domestic or foreign, enacted for the protection of the natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata), human health or wildlife. For the purposes of this Section 6(1)(n), "
Appears in 1 contract
Representations and Warranties of the Corporation. The Corporation represents and warrants as follows to the Agents, Theia Subscriber at the date of this Agreement and at the Purchasers, Time of Closing and acknowledges and confirms that the Agents, Theia and the Purchasers are Subscriber is relying upon such representations and warrantieswarranties in connection with the offer, as followssale and issuance of the Securities to the Subscriber:
(a) All necessary corporate action has been taken to authorize The Corporation is incorporated and existing in good standing under the creation, issue and sale of, and the delivery laws of the Subscription Receipts, in certificated or uncertificated form, and:
(i) upon payment State of the requisite consideration therefor, the Subscription Receipts will be validly created and issuedDelaware;
(ii) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares.
(b) The form execution and terms delivery of, and performance by the Corporation of this Agreement have been authorized by all necessary corporate action on the part of the Subscription Receipts have been approved and adopted, by the directors of the Corporation and do not conflict with any applicable laws.Corporation;
(c) The attributes of the Subscription Receipts will conform in all material respects with the description thereof in the Subscription Agreements and Subscription Receipt Agreement.
(d) The Corporation has full corporate power, capacity and authority to undertake the Offering, to enter into this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the certificates representing the Subscription Receipts (collectively, the “Corporation Offering Documents”) and the Amalgamation Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof, and the Corporation has taken all necessary corporate action to authorize the execution, delivery and performance of the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each of the Corporation Offering Documents and the Amalgamation This Agreement has been duly executed and delivered by the Corporation and constitutes a legal, valid and legally binding obligation agreement of the Corporation enforceable against the Corporation it in accordance with its terms subject to such limitations and prohibitions as may exist or terms, provided that enforcement thereof may be enacted in applicable limited by laws relating to bankruptcyaffecting creditors’ rights generally, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up that specific performance and other lawsequitable remedies may only be granted in the discretion of a court of competent jurisdiction;
(d) The Corporation has complied with Applicable Securities Laws in connection with the offer, rules sale and regulations issuance of general application affecting the rightsSecurities;
(e) All material information concerning the Corporation filed by or on behalf of the Corporation under its profile on XXXXX (including, powerswithout limitation, privilegesannual reports, remedies and/or interests quarterly reports, annual and interim financial information, proxy statement, current reports and all other documents filed by or on behalf of creditors generally.the Corporation under the Corporation’s profile on XXXXX) (the “Public Record”) when filed 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 context in which they were made, not misleading;
(f) The entering into and Corporation is not in possession of any undisclosed material information regarding the performance Corporation, its assets or the Securities, which it would be required to disclose under Applicable Securities Laws;
(g) Except as disclosed in the Public Record, all agreements by which the Corporation holds an interest in a material property or asset are in effect in all material respects according to their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, or similar laws relating to or affecting enforcement of the transactions contemplated herein rights and remedies of creditors or by general equitable principles. To the knowledge of the Corporation, the Corporation has good and marketable title to its material properties and assets, free and clear of all liens, charges, encumbrances and security interests of any nature or kind, other than as disclosed in the other Public Record. The Corporation Offering Documents and is not aware of any material defects, failures or impairments in the Amalgamation Agreement title of the Corporation to its material properties or assets whether or not an action, suit, proceeding or inquiry is pending or threatened or whether or not discovered by any third party;
(h) To the knowledge of the Corporation:, all material interests in mining claims, concessions, exploitation or extraction rights or similar rights (“Mining Claims”) relating to the Corporation’s properties are in good standing, are valid and enforceable, are free and clear of any material liens or charges, and no material royalty is payable in respect of any of them, except as disclosed in the Public Record or except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, or similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general equitable principles. Except as disclosed in the Public Record, no other property rights are necessary for the conduct of the Corporation’s business as presently conducted, and there are no material restrictions on the ability of the Corporation to use, transfer or otherwise exploit any such property rights except as required by applicable law or the provisions of the applicable agreements related to such properties;
(i) does not require any consentThe financial statements of the Corporation included in the Public Record present fairly in all material respects the financial condition, approvalresults of operations and cash flows of the Corporation on a consolidated basis as of the dates and for the periods indicated, authorization comply in all material respects as to form with the applicable accounting requirements of Applicable Securities Laws and have been prepared in conformity with United States generally accepted accounting principles; and
(j) No action, suit or order of proceeding by or before any court or governmental agency agency, authority or bodybody or any arbitrator, except that which may be required under applicable securities legislation;
(ii) will not contravene any statute involving the Corporation or regulation its property is pending or, to the knowledge of any governmental authority which is binding on the Corporation, where such contravention would materially and adversely affect threatened that could reasonably be expected to result in any material adverse change in the businessassets, properties, operations, capital or condition (financial or otherwise) of the Corporation; and
(iii) will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicable, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions of the Corporation or any mortgage, note, indenture, contract or agreement instrument, lease or other document to which the Corporation is a party, or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect the business, operations, capital liabilities (actual or contingent) or condition (financial or otherwise) of the Corporation.
(g) Odyssey at its office in Toronto has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement.
(h) The Corporation is not party to or bound or affected by any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into this Agreement.
(i) There are no material changes or material facts relating to the Corporation or the Subsidiaries (as defined herein) that have not been disclosed to the Agents, and other than the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.
(j) All filings and fees required to be made and paid by the Corporation pursuant to applicable securities laws and general corporate law have been made and paid.
(k) The Corporation is a corporation duly incorporated and validly subsisting under the provincial laws of Ontario and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (as herein defined) as now being carried on by it or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “Business” means the business of cultivating, processing and selling at wholesale medical and recreational cannabis in the State of Nevada.
Appears in 1 contract
Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the AgentsUnderwriters, Theia and the Purchasers, and acknowledges intending that the Agentssame may be relied upon by the Underwriters, Theia and the Purchasers are relying upon such representations and warranties, as followsthat:
(a) All necessary corporate action each of the Corporation and the Material Subsidiaries has been taken duly incorporated, continued or amalgamated and organized and is validly existing under the laws of its jurisdiction of incorporation, continuance or amalgamation, has all requisite corporate power and capacity to authorize carry on its business as now conducted and as contemplated by the creationProspectus, issue and sale ofto own, lease and operate its properties and assets, and the delivery Corporation has all requisite power and authority to carry out its obligations under this Agreement;
(b) the only material operating subsidiaries of the Subscription ReceiptsCorporation are listed in Schedule A;
(c) the Corporation or one of its Material Subsidiaries owns the issued and outstanding shares of each of the Material Subsidiaries as set out in Schedule A, in certificated each case free and clear of any pledge, lien, security interest, charge, claim or uncertificated formencumbrance other than as described in Schedule B or in the Prospectus or Incorporated Documents;
(d) the Corporation is a reporting issuer or the equivalent in each of the Qualifying Provinces and the Corporation is not in default in any material respect of any of the requirements of Canadian Securities Laws;
(e) the Corporation is eligible to use the POP System and at the respective times of filing, and:each of the Preliminary Prospectus, the Amended Preliminary Prospectus and the Final Prospectus together with any Prospectus Amendment and any Supplementary Material, have complied and will comply with the requirements of the Canadian Securities Laws pursuant to which they have been or will be filed, have and will provide full, true and plain disclosure of all material facts (as defined in the Securities Act (Ontario)) relating to the Corporation on a consolidated basis and do not and will not contain any misrepresentation (as defined in the Securities Act (Ontario)) as of the date of filing, provided that the foregoing shall not apply with respect to statements contained in such documents relating solely to the Underwriters or Agents or provided by the Underwriters or Agents;
(f) no order, ruling or determination having the effect of ceasing, suspending or restricting trading in any securities of the Corporation or the sale of the Common Shares has been issued and no proceedings, investigations or inquiries for such purpose are pending or, to the Corporation’s knowledge, threatened;
(g) the Corporation’s common shares are posted and listed for trading on the Exchanges and the GSE and the Corporation is not in default in any material respect of any of the listing requirements of the Exchanges;
(h) other than as set forth in the Corporation’s Stock Option Plans or as set out in the Prospectus or Incorporated Documents, the Corporation is not a party to and has not entered into any agreement, warrant, option, right or privilege reasonably capable of becoming an agreement, for the purchase, subscription or issuance of any Common Shares or securities convertible into or exchangeable for Common Shares;
(i) upon payment as at December 2, 2009, the authorized share capital of the requisite consideration thereforCorporation consisted of an unlimited number of Common Shares and an unlimited number of first preferred shares (the “Preferred Shares”), the Subscription Receipts will be validly created of which 237,131,261 Common Shares and issuedno Preferred Shares are issued and outstanding;
(iij) upon satisfaction the Corporation and each of the Escrow Release Conditions Material Subsidiaries have conducted and are conducting their respective businesses in material compliance with all applicable laws, rules, regulations, tariffs, orders and directives, including without limitation, all laws, regulations and statutes relating to mining and to mining claims, concessions or leases, and environmental, health and safety laws, rules, regulations, or policies or other lawful requirements of any governmental or regulatory bodies having jurisdiction over the Subscription Receipts shall convert automaticallyCorporation and the Material Subsidiaries in each jurisdiction in which the Corporation or the Material Subsidiaries carries on their respective businesses, without additional payment therefore, into Subscription Shares other than those in respect of which Subscription Shares will the failure to comply would not individually or in the aggregate be validly issued, fully paid material and non-assessable Class A Shares, exchangeable in accordance with adverse to the Amalgamation Agreement into Resulting Issuer Shares; and
Corporation and the Material Subsidiaries (iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares.
(b) The form and terms of the Subscription Receipts have been approved and adopted, by the directors taken as a whole). Each of the Corporation and do not conflict with any applicable laws.
(c) The attributes of the Subscription Receipts will conform in Material Subsidiaries, hold all material respects with the description thereof in the Subscription Agreements certificates, authorities, permits, licenses, registrations and Subscription Receipt Agreement.
(d) The Corporation has full corporate power, capacity and authority to undertake the Offering, to enter into this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the certificates representing the Subscription Receipts qualifications (collectively, the “Corporation Offering DocumentsAuthorities”) in all jurisdictions in which each carries on its business and which are material for and necessary or desirable to carry on their respective businesses as now conducted. To the Amalgamation Agreement best of the Corporation’s knowledge, information and belief, all of the Authorities are valid and existing and in good standing and none of the Authorities contain any burdensome term, provision, condition or limitation which has or is likely to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with have any material adverse effect on the terms hereof and thereof, and the Corporation has taken all necessary corporate action to authorize the execution, delivery and performance business of the Corporation Offering Documents and the Amalgamation Agreement and Material Subsidiaries (taken as a whole) as now conducted or as currently contemplated to observe and perform be conducted during the provisions next six months. None of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally.
(f) The entering into and the performance of the transactions contemplated herein and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:
(i) does not require any consent, approval, authorization or order of any court or governmental agency or body, except that which may be required under applicable securities legislation;
(ii) will not contravene any statute or regulation of any governmental authority which is binding on the Corporation, where such contravention nor any of the Material Subsidiaries, has received any notice of proceedings relating to the revocation or modification of any of the Authorities which, singly or in the aggregate, if the subject of an unfavourable decision, ruling or finding, would materially and adversely affect the business, operations, capital financial condition, or condition (financial or otherwise) income of the CorporationCorporation and the Material Subsidiaries (taken as a whole) or any notice of the revocation or cancellation of, or any intention to revoke or cancel, any of the mining claims, concessions or leases comprising:
(i) the Bogoso/Prestea property;
(ii) the Prestea Underground property;
(iii) the Prestea South property;
(iv) the Wassa property; and
(iiiv) will not result the Hwini-Butre and Xxxxx property. The above-noted properties are referred to, collectively, as the “Material Resource Properties” and each such property is as described in the breach ofAmended Preliminary Prospectus and Incorporated Documents;
(k) the Corporation, and each of its Material Subsidiaries have good and marketable title to all assets owned by them free and clear of all liens, charges and encumbrances, other than as described in Schedule B or in the Prospectus or Incorporated Documents and other than such liens, charges and encumbrances that are not individually or in the aggregate material to the Corporation and the Material Subsidiaries taken as a whole;
(l) except as set forth in the Prospectus or the Incorporated Documents or as are not individually or in the aggregate material to the Corporation and Material Subsidiaries (taken as a whole), or be other than as would not have a material effect on the value of such interests, all interests in conflict withthe Material Resource Properties are owned, leased or held by the Corporation, or constitute a default underits Material Subsidiaries as owner or lessee thereof, are so owned with good and marketable title or are so leased with good and valid title, are in good standing, are valid and enforceable, are free and clear of any liens, charges or encumbrances and no royalty is payable in respect of any of them; no other material property rights are necessary for the conduct or currently intended conduct of the Corporation’s, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicable, by-laws Material Subsidiaries’ business and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, there are no restrictions on the “Constating Documents”) or resolutions ability of the Corporation or the Material Subsidiaries to use, transfer or otherwise exploit or explore (as the case may be) any mortgagesuch property rights, noteexcept as set forth in the Prospectus or the Incorporated Documents;
(m) (A) the Corporation and its Material Subsidiaries are in material compliance with all material terms and provisions of all contracts, indentureagreements, contract indentures, leases, instruments and licences material to the conduct of their businesses taken as a whole and (B) all such contracts, agreements, indentures, leases, policies, instruments and licences are valid and binding in accordance with their terms and are in full force and effect;
(n) except in each case as publicly disclosed or agreement instrumentas would not otherwise have a material adverse effect on the Corporation and the Material Subsidiaries (taken as a whole): (i) to the best of the Corporation’s knowledge, lease or other document to information and belief none of the real property (and the buildings constructed thereon) in which the Corporation is or any of the Material Subsidiaries has a partydirect or indirect interest, whether leasehold, fee simple or otherwise (the “Real Property”), or any judgment, decree upon or order or any term or provision thereof, where such contravention would materially and adversely affect the business, within which it has operations, capital is currently subject to any judicial or condition (financial administrative proceeding alleging the violation of any federal, provincial, state or otherwise) municipal environmental, health or safety statute or regulation, domestic or foreign, or is subject to any investigation concerning whether any remedial action is needed to respond to a release of the Corporation.
(g) Odyssey at its office in Toronto has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement.
(h) The Corporation is not party to or bound or affected by any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into this Agreement.
(i) There are no material changes or material facts relating to the Corporation or the Subsidiaries Hazardous Material (as defined herein) that have not been disclosed to the Agents, and other than the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.
(j) All filings and fees required to be made and paid by the Corporation pursuant to applicable securities laws and general corporate law have been made and paid.
(k) The Corporation is a corporation duly incorporated and validly subsisting under the provincial laws of Ontario and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (as herein defined) as now being carried on by it or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “Business” means the business of cultivating, processing and selling at wholesale medical and recreational cannabis in the State of Nevada.
Appears in 1 contract
Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agents, Theia and the Purchasers, Underwriters and acknowledges that the Agents, Theia and the Purchasers Underwriters are relying upon such representations and warrantieswarranties in entering into this Agreement, as followsthat:
(a1) The Corporation is duly incorporated, validly existing and in good standing under the corporate laws of its jurisdiction of incorporation and no proceedings have been instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation or winding-up of the Corporation.
(2) All necessary corporate action of the shares of the Subsidiaries are legally and beneficially owned by the Corporation, free and clear of all liens, charges and encumbrances of any kind whatsoever.
(3) Other than the Material Subsidiary, the Corporation has no material subsidiaries.
(4) The Subsidiaries are the only subsidiaries of the Corporation and each of the Subsidiaries is duly incorporated, validly existing and in good standing under the laws of their jurisdiction of incorporation and no proceedings have been taken instituted or, to authorize the creationknowledge of the Corporation, issue are pending for the dissolution or liquidation or winding-up of the Subsidiaries.
(5) As at the date hereof, the Issuer is a “reporting issuer” in each of the Qualifying Jurisdictions within the meaning of the Canadian Securities Laws in such jurisdictions and sale of, is not currently in material default of any requirement of the Applicable Securities Laws and the delivery Corporation is not included on a list of defaulting reporting issuers maintained by any of the Subscription Receipts, in certificated or uncertificated form, and:Qualifying Authorities.
(i6) upon payment The Common Shares have been registered pursuant to Section 12(b) of the requisite consideration thereforExchange Act. The Common Shares are listed for trading on the TSX and the NYSE and the Corporation is not in material default of any of the listing requirements of the TSX and the NYSE applicable to the Corporation.
(7) None of the Qualifying Authorities, the Subscription Receipts will be validly created SEC, any other securities regulatory authority, any stock exchange nor any similar regulatory authority has issued any order which is currently outstanding preventing or suspending trading in any securities of the Corporation or the use of any Offering Document and issued;no proceedings for such purposes have been instituted or are pending or, to the knowledge of the Corporation, are threatened.
(ii) upon satisfaction 8) The authorized capital of the Escrow Release Conditions Corporation consists of an unlimited number of Common Shares without par value and an unlimited number of Preferred Shares, issuable in series, of which 54,460,531 Common Shares and no Preferred Shares were issued and outstanding as of the Subscription Receipts shall convert automaticallyclose of business on March 29, without additional payment therefore, into Subscription 2017. All of the issued and outstanding Common Shares which Subscription Shares will be validly issued, are fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be and have been duly and validly authorized and issued, fully paid and non- assessable Class A Shares exchangeable in accordance compliance with the Amalgamation Agreement into Resulting Issuer Shares.
(b) The form and terms of the Subscription Receipts have been approved and adopted, by the directors of the Corporation and do not conflict with any applicable laws.
(c9) The attributes All reports and other documents previously published or filed by the Corporation with, or furnished by the Corporation to, the Qualifying Authorities and the SEC since January 1, 2015 (the “Continuous Disclosure Materials”) do not contain any untrue statement of a material fact or omit to state a material fact that is required to be stated or that is necessary to make the statements therein, in light of the Subscription Receipts will conform circumstances under which they were made, not misleading, as of the date of the statements in the Continuous Disclosure Materials and were prepared in accordance with and comply in all material respects with Applicable Securities Laws and the description thereof Corporation is not in the Subscription Agreements and Subscription Receipt Agreementdefault of its filings under, nor has it failed to file, publish or furnish any report or other document required to be filed, published or furnished under Applicable Securities Laws.
(d10) The Other than as disclosed in the Continuous Disclosure Materials, as set forth in any impact benefits agreement with an aboriginal group or in respect of Common Shares issuance upon exercise of stock options or restricted share units granted by the Company, no person, firm or corporation has any agreement, option, right or privilege, whether pre-emptive, contractual or otherwise, capable of becoming an agreement for the purchase, acquisition, subscription for or issuance of, any of the unissued shares of the Corporation has full corporate poweror the Subsidiaries, capacity or other securities convertible, exchangeable or exercisable for shares of the Corporation or the Subsidiaries and authority to undertake all securities of the OfferingCorporation have been duly and validly authorized and issued, to enter into this Agreement, in compliance with applicable laws.
(11) Each of the Subscription Agreements, the Subscription Receipt Agreement Corporation and the certificates representing Subsidiaries has the Subscription Receipts requisite corporate power and capacity to own the assets owned by it and to carry on the business carried on by it, and each of the Corporation and the Subsidiaries holds all material licenses and permits that are required for carrying on its business in the manner in which such business has been carried on and is duly qualified to carry on business in all jurisdictions in which it carries on business.
(12) Each of the Corporation and the Material Subsidiary, as applicable, has good title to the Material Properties, free and clear of all material liens, charges and encumbrances of any kind whatsoever other than the royalties set forth in Schedule “B” hereto and encumbrances registered as security for such royalty obligations. The Corporation, through wholly-owned Subsidiaries, has good title to the Iskut Property, free and clear of all material liens, charges and encumbrances of any kind whatsoever other than royalties thereon.
(13) All material property, options, leases, concessions, claims or other, direct or indirect, interests in natural resource properties and surface rights for exploration and exploitation, extraction and other material mineral property rights in which the Corporation or Subsidiaries holds an interest or right (collectively, the “Corporation Offering DocumentsProperty Rights”) are or will be completely and accurately described in the Preliminary Prospectuses and the Amalgamation Agreement Final Prospectuses and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof, and the Corporation has taken all necessary corporate action to authorize the execution, delivery and performance of the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally.
(f) The entering into and the performance of the transactions contemplated herein and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:
(i) does not require any consent, approval, authorization or order of any court or governmental agency or body, except that which may be required under applicable securities legislation;
(ii) will not contravene any statute or regulation of any governmental authority which is binding on the Corporation, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation; and
(iii) will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicable, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions of the Corporation or any mortgage, note, indenture, contract or agreement instrument, lease or other document to which the Corporation is a party, or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation.
(g) Odyssey at its office in Toronto has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement.
(h) The Corporation is not party to or bound or affected by any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into this Agreement.
(i) There are no material changes or material facts relating to the Corporation or the Subsidiaries is the legal and beneficial owner of such Property Rights and the Property Rights are in good standing and are valid and enforceable and are free and clear of any liens, charges or encumbrances, except as disclosed in the Preliminary Prospectuses and the Final Prospectuses.
(as defined herein14) that have No material property rights, easements, rights of way, access rights (including but not been disclosed limited to the Agentsany mineral, geothermal and water rights) other than the acquisition Property Rights are necessary for the conduct of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.
(j) All filings and fees required to be made and paid by the Corporation pursuant to applicable securities laws and general corporate law have been made and paid.
(k) The Corporation is a corporation duly incorporated and validly subsisting under the provincial laws of Ontario and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (as herein defined) as now being carried on by it or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “Business” means the business of cultivatingthe Corporation and the Subsidiaries as currently being conducted, processing and selling at wholesale medical there are no material restrictions on the ability of the Corporation or the Subsidiaries to use or otherwise exploit any such Property Rights, and recreational cannabis there is no claim, or to the knowledge of the Corporation, basis for a claim that may adversely affect such rights in the State of Nevadaany respects.
Appears in 1 contract
Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agents, Theia Kitrinor and the Purchasers, and acknowledges that the Agents, Theia Kitrinor and the Purchasers are relying upon such representations and warranties, as follows:
(a) All necessary corporate action has been taken to authorize the creation, issue and sale of, and the delivery of the Subscription Receipts, in certificated or uncertificated form, the creation and issue of, and delivery of the certificates representing the Broker Warrants, and:
: (i) upon payment of the requisite consideration therefor, the Subscription Receipts will be validly created and issued;
; (ii) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares; (iii) upon issue thereof, the Broker Warrants will be validly issued; and (iv) upon the exercise of Broker Warrants, the Broker Warrant Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares.
(b) The form and terms of the Subscription Receipts and Broker Warrants have been approved and adopted, as applicable, by the directors of the Corporation and do not conflict with any applicable laws.
(c) The attributes of the Subscription Receipts will conform in all material respects with the description thereof in the Subscription Agreements and Subscription Receipt AgreementAgreements.
(d) The Corporation has full corporate power, capacity and authority to undertake the Offering, to enter into this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the certificates representing the Subscription Receipts and the Broker Warrants (collectively, the “Corporation Offering Documents”) and the Amalgamation Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof, and the Corporation has taken all necessary corporate action to authorize the execution, delivery and performance of the Corporation theCorporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generallycreditorsgenerally.
(f) The entering into and the performance of the transactions contemplated herein and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:
: (i) does not require any consent, approval, authorization or order of any court or governmental agency or body, except that which may be required under applicable securities legislation;
; (ii) will not contravene any statute or regulation of any governmental authority which is binding on the Corporation, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the CorporationtheCorporation; and
and (iii) will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicable, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions of the Corporation or any mortgage, note, indenture, contract or agreement instrument, lease or other document to which the Corporation is a party, or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect the business, operations, capital or condition orcondition (financial or otherwise) of the Corporation.
. (g) Odyssey TSX Trust at its office in Toronto Toronto, Ontario has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement.
(h) The Corporation is not party to or bound or affected by any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into this Agreement.
(i) There are no material changes or material facts relating to the Corporation or the Subsidiaries (as defined herein) that have not been disclosed to the Agents, and other than the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has is it entered into proposing any binding agreements with respect to probable acquisitions (as such terms are defined in National Instrument 44-101 - Short Form Prospectus Distributions) that would require the filing of a business acquisition report other than pursuant to the Reverse TakeoverBusiness Combination.
(j) All filings and fees required to be made and paid by the Corporation pursuant to applicable securities laws and general corporate law have been made and paid, except for those filings or fees that are required to have been made and paid pursuant to Part 6 of National Instrument 45-106Prospectus Exemptions or Part 5 of OSC Rule 45-501 Ontario Prospectus and Registration Exemptions.
(k) The Corporation is a corporation duly incorporated and validly subsisting under the provincial federal laws of Ontario Canada and has the requisite corporate power and authority to carry on its business as it is now being conducted and to enter into this Agreement. The Corporation is duly registered to do business and is in good standing under in each jurisdiction in which the character of its properties, owned or leased, or the nature of its activities make such laws and has all requisite corporate power and authorityregistration necessary, either directly except where the failure to be so registered or through its subsidiaries, to carry on its Business in good standing would not have a Material Adverse Effect (as herein defineddefined herein) as now being carried on by it or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunderCorporation. As used in this Agreement, “BusinessMaterial Adverse Effect” means the business of cultivatingany event or change that, processing and selling at wholesale medical and recreational cannabis individually or in the State aggregate with other events or changes, is or would reasonably be expected to be, materially adverse to the business, operations, assets, condition (financial or otherwise) or liabilities, whether contractual or otherwise, of Nevadaany party, as the case may be; provided that a Material Adverse Effect shall not include an adverse effect resulting from a change (i) that arises out of a matter that has been publicly disclosed prior to the date of this Agreement or otherwise disclosed in writing by a party to the other party prior to the date of this Agreement; (ii) that results from general economic, financial, currency exchange, interest rate or securities market conditions in Canada or the United States; (iii) that arises from adecline in the trading price of Kitrinor Shares, or (iv) that is a direct result of any matter permitted by this Agreement or consented to in writing by the applicable party.
Appears in 1 contract
Samples: Agency Agreement
Representations and Warranties of the Corporation. (a) The Corporation represents and warrants to the Agents, Theia and the Purchasers, Agents and acknowledges that the Agents, Theia and the Purchasers Agents are relying upon such the following representations and warranties, as follows:
(a) All necessary corporate action has been taken to authorize warranties in entering into this Agreement and completing the creation, issue and sale of, and the delivery of the Subscription Receipts, in certificated or uncertificated form, andtransactions contemplated hereunder:
(i) upon payment of the requisite consideration therefor, the Subscription Receipts will be validly Corporation is a corporation duly created and issued;
validly existing as a corporation under the Business Corporations Act (iiOntario) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares.
(b) The form and terms of the Subscription Receipts have been approved and adopted, by the directors of the Corporation and do not conflict with any applicable laws.
(c) The attributes of the Subscription Receipts will conform in has all material respects with the description thereof in the Subscription Agreements and Subscription Receipt Agreement.
(d) The Corporation has full corporate requisite power, capacity and authority to undertake own or lease and to manage its properties and assets and to conduct the OfferingBusiness, all as contemplated in the Prospectus;
(ii) the Corporation is a reporting issuer in each of the provinces of Canada and is not in default of any requirement under Securities Laws;
(iii) each Principal Subsidiary is a subsidiary of the Corporation that is material to the operations of the Business and each Principal Subsidiary is an entity duly formed and validly existing under the Laws of the jurisdiction of its formation;
(iv) all of the equity securities of each of the Corporate Entities outstanding on the date hereof have been duly authorized and validly issued as fully paid and, to enter into this Agreementthe extent applicable, non-assessable;
(v) the Subscription AgreementsBusiness has been and is being operated by the Corporate Entities in compliance in all material respects with all Laws and Authorizations and all such Authorizations are valid and existing and in good standing, the Subscription Receipt Agreement and the certificates representing the Subscription Receipts (collectively, the “Corporation Offering Documents”) and the Amalgamation Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder except where such failure to be donevalid, observedexisting and/or in good standing would not have a material adverse effect on the Corporate Entities taken as a whole, performed and none of them contains any term, provision, condition or executed limitation which has a material adverse effect on the Corporate Entities taken as a whole;
(vi) each of the Corporate Entities has conducted and delivered by it is conducting its Business in accordance compliance with the terms hereof and thereofprovisions of its constating and organizational documents in all material respects;
(vii) this Agreement has been, and prior to the Corporation has taken all necessary corporate action to authorize Time of Closing the execution, delivery and performance of the Corporation Offering Documents Trust Indenture and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been Series Supplement will be, duly authorized, executed and delivered by the Corporation and constitutes a constitute legal, valid and legally binding obligation obligations of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or their respective terms, except where enforceability may be enacted in applicable laws relating to limited by bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement moratorium or winding-up similar Laws affecting creditors’ rights generally and other laws, rules and regulations general principles of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally.equity;
(fviii) The entering into the issuance of the Debentures by the Corporation to be distributed by the Agents in accordance with the terms of this Agreement has been authorized by all necessary action of the Corporation;
(ix) no Authorization is required by any of the Corporate Entities for the execution and delivery of and the performance by the Corporation of its obligations under this Agreement, the Trust Indenture or the Series Supplement, as applicable, or the creation, issue, sale and distribution of the transactions contemplated herein and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:
(i) does not require any consent, approval, authorization or order of any court or governmental agency or bodyDebentures, except that which as may be required under applicable securities legislationthe Securities Laws which shall have been obtained on or before the Time of Closing;
(x) none of (i) the execution and delivery of this Agreement, the Trust Indenture, the Series Supplement and any other document or instrument to be executed and delivered by the Corporation pursuant hereto or thereto; (ii) the performance and compliance with the terms of this Agreement, the Trust Indenture and the Series Supplement, and any document or instrument to be executed and delivered by the Corporation pursuant hereto; or (iii) the issue and sale of the Debentures, would result in any breach of, or be in conflict with or constitute a default under or create a state of facts which (whether after notice or lapse of time or both) would constitute, in any material respect, a default under or breach of, and none of the Corporate Entities is in default under or in breach of, (A) the terms, conditions or provisions of their respective constating or organizational documents, or any resolution of their respective trustees, directors, unitholders, partners or shareholders, as applicable; (B) any material Contract to which any of such person is a party or by which its or their respective property or assets are bound (except where such breach or default would not have a material adverse effect on the Corporate Entities, taken as a whole, or the Offering); or (C) any judgment or Law applicable to any of them, including the Securities Laws (except where such breach or default would not have a material adverse effect on the Corporate Entities, taken as a whole, or the Offering);
(xi) the Corporation has obtained or will, on or prior to the Closing Date, obtain all required third party consents under its Contracts and constating documents in connection with the transactions contemplated by this Agreement and the Prospectus, where the failure to obtain such consent would individually or in the aggregate, result in a material adverse effect on the Corporate Entities, taken as a whole, or the Offering;
(xii) the Corporation has prepared and filed with the Securities Commissions, in accordance with the Shelf Procedures, the Base Prospectus and has obtained from the Reviewing Authority a Decision Document for the Base Prospectus. The aggregate initial offering amount of all securities issued pursuant to the Base Prospectus does not and, upon completion of the Offering, will not contravene any statute exceed $2,000,000,000, being the maximum allowable amount thereunder. The Corporation is eligible to use the Shelf Procedures;
(xiii) the consolidated financial statements of the Corporation incorporated by reference in the Prospectus have been prepared in all material respects in accordance with IFRS and the Securities Laws and present fairly and accurately the financial condition and position, results of operations, cash flows and all of the assets and liabilities of the Corporation on a consolidated basis;
(xiv) other than as disclosed in the Financial Information, there are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or regulation other relationships of any governmental authority of the Corporate Entities with unconsolidated entities or other persons that would or would reasonably be expected to have a material adverse effect on (i) the Corporate Entities, taken as a whole, or (ii) the liquidity, capital, capital resources, or significant components of revenues or expenses of the Corporation;
(xv) except as disclosed in the Prospectus, none of the Corporate Entities has any contingent liabilities, in excess of the liabilities that are either reflected or reserved against in the Financial Information, which is binding would or would reasonably be expected to have a material adverse effect on (i) the Corporate Entities, taken as a whole, or (ii) the liquidity, capital, capital resources, or significant components of revenues or expenses of the Corporation;
(xvi) the Corporation maintains a system of internal controls over financial reporting (as defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS;
(xvii) except as disclosed in the Prospectus, there has not occurred any material change, financial or otherwise, in the assets, liabilities (contingent or otherwise), business, financial condition or capital of the Corporate Entities, taken as a whole, since December 31, 2019;
(xviii) Ernst & Young LLP, who reported on or reviewed the financial statements of the Corporation included in the Prospectus, are independent with respect to the Corporation, where as required by applicable Securities Laws;
(xix) each of the Corporate Entities has, on a timely basis, filed all necessary tax returns and notices and has paid or made provision for all applicable taxes of whatever nature for all tax years to the date hereof to the extent such contravention taxes have become due or have been alleged to be due except to the extent that the failure to do any of the foregoing would materially not be expected to have a material adverse effect on the Corporate Entities, taken as a whole; and the Corporation has no knowledge of any material tax deficiencies or material interest or penalties accrued or accruing or alleged to be accrued or accruing thereon with respect to itself or any subsidiary which have not otherwise been provided for by the Corporation, except to the extent that any such deficiency, interest or penalty would not be expected to have a material adverse effect on the Corporate Entities, taken as a whole;
(xx) the proceeds of the Offering will be used in the manner specified in the Prospectus and for no other purpose;
(xxi) other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which any Corporate Entity is a party or of which any property or assets of the Corporate Entities is the subject which, if determined adversely affect to the Corporate Entities, would have a material adverse effect on the assets, liabilities (contingent or otherwise), business, operationsfinancial condition or capital of the Corporate Entities taken as a whole and, capital to the best of the Corporation’s knowledge, no such proceedings are threatened or condition contemplated by governmental authorities or others;
(financial or otherwisexxii) no acquisitions have been made by the Corporate Entities that are “significant acquisitions” for which the Corporation is required to file a “business acquisition report” (as such terms are defined in National Instrument 51-102 – Continuous Disclosure Obligations) (other than such as have been filed prior to the date hereof) and none of the Corporate Entities is a party to any Contract with respect to any transaction that would constitute a “proposed acquisition”, in each case which would require disclosure in the Prospectus in accordance with NI 44-101;
(xxiii) there has not been any reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations) with the auditors of the Corporation; and
(iiixxiv) will not result except as disclosed in the breach ofProspectus and contemplated hereby, there is no person acting or be in conflict with, or constitute a default under, or create a state purporting to act at the request of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicable, by-laws and all amendments Corporate Entities who is entitled to such articles any brokerage or by-laws, or, agency fee in each case, such applicable documents (collectively, connection with the “Constating Documents”) or resolutions of the Corporation or any mortgage, note, indenture, contract or agreement instrument, lease or other document to which the Corporation is a party, or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation.
(g) Odyssey at its office in Toronto has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement.
(h) The Corporation is not party to or bound or affected by any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into this Agreement.
(i) There are no material changes or material facts relating to the Corporation or the Subsidiaries (as defined herein) that have not been disclosed to the Agents, and other than the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.
(j) All filings and fees required to be made and paid transactions contemplated by the Corporation pursuant to applicable securities laws and general corporate law have been made and paidProspectus.
(k) The Corporation is a corporation duly incorporated and validly subsisting under the provincial laws of Ontario and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (as herein defined) as now being carried on by it or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “Business” means the business of cultivating, processing and selling at wholesale medical and recreational cannabis in the State of Nevada.
Appears in 1 contract
Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to for the Agents, Theia and benefit of the Purchasers, and acknowledges that the Agents, Theia and the Purchasers are relying upon such representations and warranties, Subscribers as follows:
(a) All necessary corporate action has been taken to authorize the creation, issue Corporation is (and sale ofwill be at the Closing Time) a reporting issuer in the Provinces of Ontario, and the delivery is in compliance with all material obligations under Applicable Securities Laws of the Subscription Receipts, in certificated or uncertificated form, and:
(i) upon payment of the requisite consideration therefor, the Subscription Receipts will be validly created and issuedsuch jurisdictions;
(ii) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares.
(b) The form the Corporation has been duly incorporated and terms organized and is validly subsisting under the laws of the Subscription Receipts have been approved Province of Ontario and adopted, by the directors of the Corporation has all requisite corporate power and do not conflict with any applicable laws.authority to own its assets and to carry on its business as currently conducted;
(c) The attributes of the Subscription Receipts will conform in all material respects with the description thereof in the Subscription Agreements and Subscription Receipt Agreement.
(d) The Corporation has full corporate power, capacity and authority to undertake the Offering, to enter into this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the certificates representing the Subscription Receipts (collectively, the “Corporation Offering Documents”) and the Amalgamation Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof, and the Corporation has taken is conducting its business in material compliance with all necessary corporate action to authorize the execution, delivery and performance of the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting each jurisdiction in which its business is carried on and is duly licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are and will at the rightsClosing Time be valid, powers, privileges, remedies and/or interests of creditors generally.
(f) The entering into and the performance of the transactions contemplated herein subsisting and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:
(i) does not require any consent, approval, authorization or order of any court or governmental agency or bodygood standing, except that in respect of matters which may be required under applicable securities legislation;
(ii) do not and will not contravene result in any statute or regulation adverse material change in respect of any governmental authority which is binding on the Corporation, where and except for the failure to be so qualified or the absence of any such contravention would materially license, registration or qualification which does not and adversely affect will not have a material adverse effect on the assets or properties, business, results of operations, capital prospects or condition (financial or otherwise) of the Corporation; andCorporation and its subsidiaries, on a consolidated basis;
(iiid) the Corporation has all required corporate power and authority to enter into and carry out the provisions of this subscription agreement and the transactions contemplated hereby and all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation to duly authorize the execution and delivery of this subscription agreement and such other agreements and instruments and the consummation of the transactions contemplated thereby and so as to validly create, issue and deliver the Debentures and Warrants subscribed thereby and to validly create and irrevocably allot for issuance the Underlying Securities;
(e) the Corporation is neither in default or in breach in any material respect of, and the execution and delivery of this subscription agreement by the Corporation, the performance and compliance with the terms of this subscription agreement, the issue and sale of the Debentures and Warrants, and the issue of the Underlying Securities will not result in the any breach of, or be in conflict with, with or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default either directly or indirectly under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicableconstating documents, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions of the Corporation or any material mortgage, note, indenture, contract or agreement contract, agreement, instrument, lease or other document to which the Corporation it is a party, party or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect by which it is bound;
(f) the business, operations, capital or condition (financial or otherwise) Common Shares issuable upon exercise of the Corporation.conversion rights under its Debentures, if and when issued in accordance with the Debentures, as applicable, and the Common Shares issuable upon exercise of the Warrants, if and when issued in accordance with the Warrants, as applicable, will be validly issued and outstanding as fully paid and non-assessable;
(g) Odyssey at its office no approval, authorization, consent or other order of, and no filing, registration or recording with, any governmental authority is required by the Corporation in Toronto has been appointed as connection with the Subscription Receipt execution and Escrow Agent under delivery or with the Subscription Receipt Agreement.performance by the Corporation of this subscription agreement except in compliance with the rules of the TSX;
(h) The Corporation is not party to or bound or affected by any commitmentthe best of the Corporation’s knowledge, agreement or document containing any covenant which would prohibit or restrict information and belief, no portion of the Corporation from entering into this Agreement.Corporation’s Information Record contained a misrepresentation as at its date of public dissemination;
(i) There are there has been no adverse material changes or change in relation to the Corporation since November 11, 2008, and no adverse material facts relating fact exists in relation to the Corporation or the Subsidiaries (as defined herein) that have its securities which, in either case, has not been generally disclosed to or disclosed in the Agents, and other than the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.Corporation’s Information Record;
(j) All filings this subscription agreement and fees all other agreements required in connection with the issue and sale of the Debentures have been or will be, at or prior to be made the Closing Time, duly authorized, executed and paid delivered by the Corporation pursuant to and will be valid and binding obligations of the Corporation enforceable in accordance with their respective terms (except as the enforceability thereof may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors’ rights generally, (ii) general equitable principles or (iii) limitations under applicable securities laws law in respect of rights of indemnity, contribution and general corporate law have been made and paid.waiver of contribution); and
(k) The the Corporation is a corporation duly incorporated intends that the net proceeds of the Offering will be used substantially in the manner specified in Schedule “B” hereto.
(l) Forthwith after the Closing, the Corporation shall file such forms and validly subsisting documents as may be required under the provincial laws Applicable Securities Laws relating to the Offering and any further documents as may be required by any applicable regulatory authority which, without limiting the generality of Ontario the foregoing, shall include a Prospectus and is in good standing under such laws Registration Exemptions Form 45-106F1 as prescribed by National Instrument 45-106 - Prospectus and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (as herein defined) as now being carried on by it or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “Business” means the business of cultivating, processing and selling at wholesale medical and recreational cannabis in the State of NevadaRegistration Exemptions.
Appears in 1 contract
Samples: Debenture Subscription Agreement (Northcore Technologies Inc.)
Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agents, Theia and the Purchasers, and acknowledges that the Agents, Theia and the Purchasers are relying upon such representations and warranties, as followsAdministrator that:
(a) a. It is a corporation, duly organized, existing and in good standing under the laws of its state of formation;
b. It has the requisite power and authority under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement;
c. All necessary corporate action has requisite proceedings have been taken to authorize it to enter into and perform this Agreement;
d. It is an investment company properly registered with the creation, issue SEC under the 1940 Act;
e. The Registration Statement been filed and sale of, will be effective and remain effective during the delivery term of this Agreement. The Corporation also warrants to the Administrator that as of the Subscription Receiptseffective date of this Agreement, in certificated or uncertificated form, and:
(i) upon payment all necessary filings under the securities laws of the requisite consideration therefor, states in which the Subscription Receipts will be validly created and issuedCorporation offers or sells its shares have been made;
(ii) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares.
(b) The form and terms of the Subscription Receipts f. No legal or administrative proceedings have been approved instituted or threatened which would impair the Corporation’s ability to perform its duties and adopted, by the directors of the Corporation and do obligations under this Agreement;
g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any applicable laws.
(c) The attributes of the Subscription Receipts will conform in all material respects with the description thereof in the Subscription Agreements and Subscription Receipt Agreement.
(d) The Corporation has full corporate power, capacity and authority to undertake the Offering, to enter into this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the certificates representing the Subscription Receipts (collectively, the “Corporation Offering Documents”) and the Amalgamation Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed other agreement or executed and delivered by it in accordance with the terms hereof and thereof, and the Corporation has taken all necessary corporate action to authorize the execution, delivery and performance of the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally.
(f) The entering into and the performance of the transactions contemplated herein and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:
(i) does not require any consent, approval, authorization or order of any court or governmental agency or body, except that which may be required under applicable securities legislation;
(ii) will not contravene any statute law or regulation of any governmental authority which is binding on the Corporation, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporationapplicable to it; and
h. Where information provided by the Corporation or the Corporation’s Investors includes information about an identifiable individual (iii) will not result in “Personal Information”), the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the articles of incorporation, amalgamation, continuation, arrangementCorporation represents and warrants that it has obtained all consents and approvals, as applicablerequired by all applicable laws, regulations, by-laws and all amendments ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such articles or by-lawsPersonal Information to the Administrator, or, and as required for the Administrator to use and disclose such Personal Information in each case, such applicable documents (collectively, connection with the “Constating Documents”) or resolutions performance of the services hereunder. The Corporation or acknowledges that the Administrator may perform any mortgage, note, indenture, contract or agreement instrument, lease or other document to which the Corporation is a party, or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the services, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Corporation.
(g) Odyssey at its office in Toronto has been appointed as , including the Subscription Receipt United States and Escrow Agent under the Subscription Receipt Agreement.
(h) The Corporation is not party to or bound or affected by any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into this Agreement.
(i) There are no material changes or material facts that information relating to the Corporation or the Subsidiaries (as defined herein) that have not been disclosed Corporation, including Personal Information may be accessed by national security authorities, law enforcement and courts. The Administrator shall be kept indemnified by and be without liability to the Agents, and other than the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed for any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.
(j) All filings and fees required to be made and paid by the Corporation pursuant to applicable securities laws and general corporate law have been made and paid.
(k) The Corporation is a corporation duly incorporated and validly subsisting under the provincial laws of Ontario and is in good standing under such laws and has all requisite corporate power and authority, either directly action taken or through its subsidiaries, to carry on its Business (as herein defined) as now being carried on omitted by it in reliance upon this representation and warranty, including without limitation, any liability or proposed costs in connection with claims or complaints for failure to be carried on by it and to enter into this Agreement and comply with any applicable law that regulates the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreementcollection, “Business” means the business processing, use or disclosure of cultivating, processing and selling at wholesale medical and recreational cannabis in the State of NevadaPersonal Information.
Appears in 1 contract
Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agents, Theia and the Purchasersto, and acknowledges that agrees with, the Agents, Theia and the Purchasers are relying upon such representations and warranties, as followsAgents that:
(a) All necessary corporate action has been taken to authorize the creation, issue and sale of, and the delivery of the Subscription Receipts, in certificated or uncertificated form, and:
(i) upon payment of the requisite consideration therefor, the Subscription Receipts will be validly created and issued;
(ii) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable The Corporation is qualified in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
provisions of NI 44-101, NI 44-102 and Ontario Instrument 44-501 - Exemption from Certain Prospectus Requirements for Well-Known Seasoned Issuers (iiiInterim Class Order) and the Compensation Shares will be validly issuedequivalent local blanket orders of the other Qualifying Authorities referenced in CSA Staff Notice 44-306 - Blanket Orders Exempting Well-known Seasoned Issuers from Certain Prospectus Requirements as extended, fully paid and non- assessable Class A Shares exchangeable varied or amended, to file a short form base shelf prospectus in accordance each of the Qualifying Jurisdictions. No order preventing or suspending the use of the Base Prospectus or the Prospectus Supplement has been issued by any Qualifying Authority. The Prospectus, at the time of filing thereof with the Amalgamation Agreement into Resulting Issuer SharesQualifying Authorities, complied in all material respects and, as amended or supplemented, if applicable, will comply in all material respects with Securities Laws. The Prospectus, as amended or supplemented, as of its date, did not, and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation. The Prospectus, as amended or supplemented, as of its date, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all Material Facts relating to the Placement Shares and to the Corporation. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agents furnished to the Corporation in writing by or on behalf of the Agents expressly for use therein.
(b) The form Corporation has been duly incorporated, continued or amalgamated, as the case may be, and terms organized and is validly existing under the Laws of the Subscription Receipts Province of British Columbia and no steps or proceedings have been approved and adoptedtaken by any Person, by voluntary or otherwise, requiring or authorizing the directors dissolution or winding up of the Corporation and do not conflict with any applicable lawsCorporation.
(c) The attributes of the Subscription Receipts will conform in Corporation has all material respects with the description thereof requisite corporate power, capacity and authority to: (i) carry on its business as now conducted or contemplated to be conducted and to own, lease and operate its property and assets as described in the Subscription Agreements Prospectus; (ii) to execute, deliver and Subscription Receipt perform its obligations under this Agreement; and (iii) to authorize, offer, issue, sell and deliver the Placement Shares.
(d) The only direct or indirect subsidiaries of the Corporation (within the meaning of National Instrument 45-106 – Prospectus Exemptions) are: MPB Acquisition Corp., GHB Usub, LLC, GH Group, Inc., GH RE Manager LLC, Glass House Camarillo Cultivation, LLC, GX Xxxxxxxxx LLC, CA Manufacturing Solutions LLC, LOB Investment Co. LLC, Lompoc TIC LLC, Lompoc Management Co. LLC, Lompoc Manufacturing GHG, LLC, Glass House Retail, LLC, The Pottery Inc., Bud and Bloom, East Saint Gxxxxxxx 1327 LLC, Element 7 Eureka, LLC, MGF Management LLC, Mission Health Associates, Inc., G&H Supply Company, LLC, K&G Flowers LLC, G&K Produce LLC, Magu Farm LLC, Farmacy SB, Inc., Farmacy Isla Vista, LLC, iCANN, LLC, Glass House Manufacturing, LLC, Glass House Cultivation, LLC, Natural Healing Center, LLC., NHC-MB LLC, NHC Lemoore, LLC, NHC Turlock LLC, Glass House Farm LLC, Plus Products Holdings Inc. and SBDANK LLC (collectively, the "Subsidiaries", and each, a "Subsidiary"). Other than the Subsidiaries, neither the Corporation nor any Subsidiary has, directly or indirectly, any controlling ownership interest in any entity. Other than as disclosed in the Prospectus or the Public Record, the Corporation directly or indirectly owns all of the voting securities of the Subsidiaries. The Material Subsidiaries are the only Subsidiaries that are material to the Corporation (taken as a whole).
(e) Each Material Subsidiary: (i) has full corporate been duly incorporated, amalgamated, continued or formed and is validly existing as a corporation or limited liability company, as applicable, in good standing under the Laws of its jurisdiction of incorporation, amalgamation, continuation or formation and no material steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of any Subsidiary; and (ii) has the power, capacity and authority to undertake the Offeringown, lease and operate its property and assets, to enter into this Agreement, conduct its business as now conducted and as currently proposed to be conducted as described in the Subscription Agreements, Prospectus.
(f) Each of the Subscription Receipt Agreement Corporation and the certificates representing Subsidiaries has conducted and is conducting its business and activities in compliance, in all material respects, with all applicable Law, with the Subscription Receipts exception of any U.S. federal laws, statutes, and/or regulations as applicable to the cultivation, harvesting, production, trafficking, distribution, processing, extraction, sale, etc. of cannabis and cannabis related substances and products (“U.S. Federal Cannabis Laws”), and is duly licensed, registered or qualified in each U.S. state, local or territorial jurisdiction in which it carries on such business and activities to enable the business to be conducted and to enable its assets to be owned or leased and to be operated as described in the Prospectus, and neither the Corporation nor any Subsidiary has received any written notice from any Governmental Authority of any alleged material violation of any such Laws.
(g) Neither the Corporation nor any Subsidiary has received any written notice from any Governmental Authority in any jurisdiction in which it carries on a material part of its business, or owns or leases any material property, of any restriction on the ability of the Corporation or its Subsidiaries to, or of a requirement for the Corporation or a Subsidiary to qualify to, nor is the Corporation otherwise aware of any restriction on the ability of the Corporation or its Subsidiaries to, or of a requirement for them to qualify to, conduct their businesses or activities, as the case may be, as described in the Prospectus in such jurisdiction, except such qualifications as have been or will be satisfied on or before each Applicable Time and Settlement Date.
(h) The Corporation and each of the Subsidiaries possesses such accreditations, permits, certificates, licences, approvals, registrations, qualifications, consents, orders, variances, waivers and other authorizations (and for greater certainty this includes all cannabis related licenses, permits, certificates, approvals, consents and other authorizations and clearances) (collectively, "Governmental Licences") issued by the “Corporation Offering Documents”) and appropriate Governmental Authority necessary to conduct the Amalgamation Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered business now operated by it or as contemplated in accordance all jurisdictions in which it carries on business as described in the Prospectus. The Corporation and each of the Subsidiaries is in compliance with the terms hereof and thereofconditions of all such Governmental Licences, except for instances of noncompliance which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All of such Governmental Licences are in good standing, valid and in full force and effect, except where the invalidity of such Governmental Licences or the failure of such Governmental Licences to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. The Corporation has not received any written notice relating to the suspension, modification, withdrawal or revocation of any Governmental Licence and the Corporation is not aware of any Governmental Authority with jurisdiction to grant such Governmental Licence considering limiting, suspending, modifying, withdrawing, cancelling or revoking the same in any material respect. The Corporation has taken provided the Agents with copies of all necessary corporate material documents relating to all Governmental Licences and renewals thereof. The transactions contemplated herein (including the proposed use of proceeds from the Placement Shares) will not have any adverse impact on the Governmental Licences or require the Corporation or any Subsidiary to obtain any new Government Licence under applicable Cannabis Laws.
(i) The Corporation and each of the Subsidiaries has operated and is currently in material compliance with, except for U.S. Federal Cannabis Laws, all applicable statutes, ordinances, rules, regulations and policies of any other Governmental Authority having jurisdiction over it with respect to the possession, ownership, storage, distribution, sale, promotion and disposal of any cannabis or related product distributed or sold by the Corporation and the Subsidiaries (collectively, "Cannabis Laws"). Except in respect of U.S. Federal Cannabis Laws, neither the Corporation nor the Subsidiaries have received written notice of any pending or threatened claim, suit, proceeding, charge, hearing, enforcement, audit, inspection, investigation, arbitration or other action from any Governmental Authority or third party alleging that any operation or activity of the Corporation, the Subsidiaries or any of their directors, officers and/or employees is in material violation of any Cannabis Laws or Governmental Licences required by any such Cannabis Laws and has no knowledge that any such Governmental Authority or third party is considering any such claim, suit, proceeding, charge, hearing, enforcement, audit, inspection, investigation, arbitration or other action. The Corporation and the Subsidiaries have filed, declared, obtained, maintained or submitted all reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Cannabis Laws or Governmental Licences required by any such Cannabis Laws in order to authorize keep all Governmental Licences in good standing, valid and in full force (except where the failure to so file, declare, obtain, maintain or submit would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), and all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct in all material respects on the date filed (or were corrected or supplemented by a subsequent submission).
(j) The Corporation is not in material breach or violation of or default under, and, to the knowledge of the Corporation, no event or omission has occurred which after notice or lapse of time or both, would constitute a material breach or violation of or default under, or would result in the acceleration or maturity of any indebtedness or other material liabilities or obligations under any mortgage, hypothecation, note, indenture, contract, agreement, instrument, lease, or other document to which it is a party or is subject or by which it or its assets or properties are bound.
(k) Except as shall have been made or obtained on or before each Applicable Time and each associated Settlement Date, if any, each of which is, or shall be, in full force and effect (on a conditional basis, in the case of the consent of CBOE) or such customary post-Settlement Date notice filings with Qualifying Authorities and CBOE, no consent, approval, authorization, registration or qualification of any Governmental Authority is required for the execution, delivery and performance of this Agreement, the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions distribution of the Corporation Offering Documents and Placement Shares or the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally.
(f) The entering into and the performance consummation of the transactions contemplated herein and herein.
(l) Subsequent to the respective dates as of which information is given in the other Corporation Offering Documents and Prospectus, except as disclosed in the Amalgamation Agreement by Prospectus or in the Corporation:
Public Record, (i) does the Corporation has not require declared or paid any consentdividends, approval, authorization or order made any other distribution of any court kind, on or governmental agency or bodyin respect of its share capital, except that which may be required under applicable securities legislation;
(ii) will there has not contravene been any statute Material Change in the share capital or regulation long-term or short-term debt of the Corporation or any Subsidiary, (iii) neither the Corporation nor any Subsidiary has sustained any material loss or interference with its business or properties from fire, explosion, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labour dispute or any legal or governmental proceeding, (iv) neither the Corporation nor any Subsidiary has approved, is contemplating, or has entered into any agreement in respect of (A) the purchase, sale, transfer or other disposition of any governmental authority which is binding on property material to the CorporationCorporation and its Subsidiaries, where such contravention taken as a whole, or assets, properties or any interest therein material to the Corporation and its Subsidiaries, taken as a whole; or (B) any transaction, arrangement or commitment that would, directly or indirectly, result in a change of control of the Corporation or any Subsidiary; and (v) there has not been any Material Adverse Effect or any development that would materially and adversely affect reasonably be expected to result in a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business, in or affecting the business, operationsgeneral affairs, capital or management, condition (financial or otherwise), results of operations, shareholders' equity, properties or prospects of the Corporation and the Subsidiaries, taken as a whole.
(m) The consolidated financial statements of the Corporation and the Subsidiaries included or incorporated by reference in the Prospectus (the "Corporation Financial Information"), together with the related schedules and notes: (i) present fairly, in all material respects, the financial position of the Corporation and the Subsidiaries, on a consolidated basis, as of the date specified in such Corporation Financial Information; (ii) have been prepared in accordance with U.S. GAAP as permitted by National Instrument 52-107 – Acceptable Accounting Principles and Auditing Standards for the preparation of financial statements applied on a consistent basis throughout the periods involved; (iii) comply with the requirements of Securities Laws, subject to any duly obtained waiver therefrom; and (iv) do not contain any misrepresentation. Other financial and statistical information included or incorporated by reference in the Prospectus presents fairly the information included or incorporated by reference therein and has been prepared on a basis consistent with the Corporation Financial Information and the books and records of the Corporation; and. Since the date of the latest balance sheet included in the Corporation Financial Information, neither the Corporation nor any Subsidiary has incurred or undertaken any liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or entered into any transactions, including any acquisition or disposition of any business or asset, which are material to the Corporation and the Subsidiaries, taken as a whole, except as disclosed in the Prospectus.
(iiin) will not result All disclosures contained in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the articles of incorporation, amalgamation, continuation, arrangementProspectus regarding "non-GAAP financial measures", as applicablesuch term is defined under Securities Laws, by-laws and comply in all amendments to such articles material respects with Securities Laws.
(o) There has been no change in accounting policies or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions practices of the Corporation or any mortgage, note, indenture, contract or agreement instrument, lease or other document to which the Corporation is a party, or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the CorporationSubsidiaries since December 31, 2023.
(gp) Odyssey The Corporation has established and maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit the financial statements to be fairly presented in accordance with U.S. GAAP and to maintain accountability for assets; (iii) access to its assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at its office in Toronto has been appointed as the Subscription Receipt reasonable intervals and Escrow Agent under the Subscription Receipt Agreementappropriate action is taken with respect to differences.
(hq) The Corporation is not party to or bound or affected by aware of any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into this Agreement.
(i) There are no material changes or material facts weakness relating to the design, implementation or maintenance of its internal control over financial reporting, or fraud (whether or not material), that involves management or other key employees who have a significant role in the internal control over financial reporting of the Corporation. None of the Corporation or nor any of the Subsidiaries (as defined herein) that have not been disclosed Subsidiaries, or, to the Agentsknowledge of the Corporation, and other than any director, officer, auditor, accountant or representative of the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.
(j) All filings and fees required to be made and paid by the Corporation pursuant to applicable securities laws and general corporate law have been made and paid.
(k) The Corporation is a corporation duly incorporated and validly subsisting under the provincial laws of Ontario and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (as herein defined) as now being carried on by it or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “Business” means the business of cultivating, processing and selling at wholesale medical and recreational cannabis in the State of Nevada.Corporat
Appears in 1 contract
Samples: Equity Distribution Agreement (Glass House Brands Inc.)
Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agents, Theia Agent and to the Purchasers, and acknowledges that the Agents, Theia and the Purchasers are each of them is relying upon such representations and warrantieswarranties in acting as agent, as follows:in the case of the Agent, and in purchasing the Units under the Offering, in the case of the Purchasers, that: Prospectus
(a) All necessary corporate action has been The delivery to the Agent of the U.S. Preliminary Prospectus, U.S. Prospectus and Registration Statement shall constitute the representation and warranty of the Corporation to the Agent and the U.S. Affiliates that: (i) each such document at the time of its respective delivery fully complied in all material respects with the requirements of the Securities Laws pursuant to which it was or is prepared, and, as applicable, filed, and that all the information and statements contained therein are at the respective dates of delivery thereof, true and correct, in all material respects, contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation and the Subsidiaries, taken to authorize the creation, issue and sale oftogether, and the delivery of Units and the Subscription Receipts, in certificated or uncertificated form, and:
(i) upon payment of the requisite consideration therefor, the Subscription Receipts will be validly created Over-Allotment Units as required by applicable Securities Laws; and issued;
(ii) upon satisfaction no material fact or information has been omitted from such disclosure which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in the light of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares circumstances under which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Sharesthey were made.
(b) The form and terms A registration statement on Form S-1 together with amendments to the Registration Statement (collectively, the “Initial Registration Statement”) in respect of the Subscription Receipts have been approved Units, Over-Allotment Units, as applicable, the Broker Warrants and adoptedthe Broker Shares shall be filed with the SEC under the U.S. Securities Act; the Corporation shall use its commercially reasonable efforts to cause the Initial Registration Statement and any post-effective amendment thereto delivered, each in the form as shall be delivered to the Agents, to be declared effective by the directors SEC in such form; other than a registration statement, if any, increasing the size of the Corporation offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the U.S. Securities Act, no other document with respect to the Initial Registration Statement shall be filed with the SEC; no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and do not conflict with any applicable lawsno proceeding for that purpose has been initiated or threatened by the SEC.
(c) The attributes Corporation consents to the use by the Agent of such documents in connection with the distribution of the Subscription Receipts will conform in all material respects with Units and the description thereof Over-Allotment Units in the Subscription Agreements and Subscription Receipt Agreement.
(d) The Corporation has full corporate power, capacity and authority to undertake the Offering, to enter into this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the certificates representing the Subscription Receipts (collectively, the “Corporation Offering Documents”) and the Amalgamation Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it United States in accordance compliance with the terms hereof and thereof, and the Corporation has taken all necessary corporate action to authorize the execution, delivery and performance of the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations and prohibitions as may exist or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally.
(f) The entering into and the performance of the transactions contemplated herein and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:
(i) does not require any consent, approval, authorization or order of any court or governmental agency or body, except that which may be required under applicable securities legislation;
(ii) will not contravene any statute or regulation of any governmental authority which is binding on the Corporation, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation; and
(iii) will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicable, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions of the Corporation or any mortgage, note, indenture, contract or agreement instrument, lease or other document to which the Corporation is a party, or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation.
(g) Odyssey at its office in Toronto has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement.
(h) The Corporation is not party to or bound or affected by any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into this Agreement.
(i) There are no material changes or material facts relating to the Corporation or the Subsidiaries (as defined herein) that have not been disclosed to the Agents, and other than the acquisition of 0000 X. Xxxxx Street, North Las Vegas, Nevada (“3950”) on August 31, 2018, the Corporation has not completed any significant acquisitions, nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.
(j) All filings and fees required to be made and paid by the Corporation pursuant to applicable securities laws and general corporate law have been made and paid.
(k) The Corporation is a corporation duly incorporated and validly subsisting under the provincial laws of Ontario and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (as herein defined) as now being carried on by it or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “Business” means the business of cultivating, processing and selling at wholesale medical and recreational cannabis in the State of Nevada.
Appears in 1 contract
Samples: Agency Agreement
Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the AgentsUnderwriters, Theia and the Purchasers, and acknowledges intending that the Agentssame may be relied upon by the Underwriters, Theia and the Purchasers are relying upon such representations and warranties, as followsthat:
(a) All necessary corporate action each of the Corporation and the Material Subsidiaries has been taken duly incorporated, continued or amalgamated and organized and is validly existing under the laws of its jurisdiction of incorporation, continuance or amalgamation, has all requisite corporate power and capacity to authorize carry on its business as now conducted and as contemplated by the creationProspectuses, issue and sale ofto own, lease and operate its properties and assets, and the delivery Corporation has all requisite power and authority to carry out its obligations under this Agreement;
(b) the only material operating subsidiaries of the Subscription ReceiptsCorporation are listed in Schedule A;
(c) the Corporation or one of its Material Subsidiaries owns the issued and outstanding shares of each of the Material Subsidiaries as set out in Schedule A, in certificated each case free and clear of any pledge, lien, security interest, charge, claim or uncertificated formencumbrance other than as described in Schedule B or in the Prospectuses;
(d) the Corporation is a reporting issuer or the equivalent in each of the Qualifying Provinces and the Corporation is not in default in any material respect of any of the requirements of Canadian Securities Laws;
(e) the Corporation is qualified to file a short form prospectus that is a base shelf prospectus pursuant to the Shelf Procedures and is eligible to file a prospectus in the form of a short form prospectus under NI 44-101 in each of the Qualifying Provinces and at the respective times of filing, andeach of the Canadian Base Prospectus, the Canadian Pricing Prospectus, the Canadian Prospectus Supplement and any Supplementary Material, have complied and will comply with the requirements of the Canadian Securities Laws pursuant to which they have been or will be filed, have and will provide full, true and plain disclosure of all material facts (as defined in the Securities Act (Ontario)) relating to the Corporation on a consolidated basis and the Offered Securities and do not and will not contain any misrepresentation (as defined in the Securities Act (Ontario)) as of the date of filing, provided that the foregoing shall not apply with respect to statements contained in such documents relating solely to the Underwriters and provided in writing by the Underwriters;
(f) no order, ruling or determination having the effect of ceasing, suspending or restricting trading in any securities of the Corporation or the sale of the Offered Securities has been issued and no proceedings, investigations or inquiries for such purpose are pending or, to the Corporation’s knowledge, threatened;
(g) the Corporation’s common shares are posted and listed for trading on the Exchanges and the GSE and the Corporation is not in default in any material respect of any of the listing requirements of the Exchanges;
(h) other than pursuant to the Corporation’s Stock Option Plans, the Warrants, the convertible debentures of the Corporation outstanding as at the date hereof, the Notes to be issued pursuant to the Notes Exchange and the Notes Offering, or as set out in the Offering Documents or Documents Incorporated by Reference, the Corporation is not a party to and has not entered into any agreement, warrant, option, right or privilege reasonably capable of becoming an agreement, for the purchase, subscription or issuance of any Common Shares or securities convertible into or exchangeable for Common Shares;
(i) as at July 26, 2016, the authorized share capital of the Corporation consisted of an unlimited number of Common Shares and an unlimited number of first preferred shares (the “Preferred Shares”), of which 282,727,008 Common Shares and no Preferred Shares are issued and outstanding;
(j) the Corporation and each of the Material Subsidiaries have conducted and are conducting their respective businesses in material compliance with all applicable laws, rules, regulations, tariffs, orders and directives, including without limitation, all laws, regulations and statutes relating to mining and to mining claims, concessions or leases, and environmental, health and safety laws, rules, regulations, or policies or other lawful requirements of any governmental or regulatory bodies having jurisdiction over the Corporation and the Material Subsidiaries in each jurisdiction in which the Corporation or the Material Subsidiaries carries on their respective businesses, other than those in respect of which the failure to comply would not individually or in the aggregate have a Material Adverse Effect. Each of the Corporation and the Material Subsidiaries, hold all certificates, authorities, permits, licenses, registrations and qualifications (collectively, the “Authorities”) in all jurisdictions in which each carries on its business and which are material for and necessary or desirable to carry on their respective businesses as now conducted, except for any Authorities which, if not obtained, would not individually or in the aggregate have a Material Adverse Effect. To the best of the Corporation’s knowledge, information and belief, all of the Authorities are valid and existing and in good standing and none of the Authorities contain any burdensome term, provision, condition or limitation which has or is likely to have any material adverse effect on the business of the Corporation and the Material Subsidiaries (taken as a whole) as now conducted or as currently contemplated to be conducted during the next six months. None of the Corporation, nor any of the Material Subsidiaries, has received any notice of proceedings relating to the revocation or modification of any of the Authorities which, singly or in the aggregate, if the subject of an unfavourable decision, ruling or finding, would materially adversely affect the business, operations, financial condition, or income of the Corporation and the Material Subsidiaries (taken as a whole) (a “Material Adverse Effect”) or any notice of the revocation or cancellation of, or any intention to revoke or cancel, any of the mining claims, concessions or leases comprising:
(i) upon payment of the requisite consideration therefor, the Subscription Receipts will be validly created and issuedBogoso/Prestea property;
(ii) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer SharesPrestea Underground property; and
(iii) the Compensation Shares will be validly issuedWassa property. The above-noted properties are referred to, fully paid collectively, as the “Material Resource Properties” and non- assessable Class A Shares exchangeable each such property is as described in accordance with the Amalgamation Agreement into Resulting Issuer Shares.Canadian Prospectus and Documents Incorporated by Reference;
(bk) The form and terms of except as disclosed in the Subscription Receipts have been approved and adoptedOffering Documents, there are no environmental audits, evaluations, assessments, studies or tests relating to the Corporation or its Material Subsidiaries except for ongoing assessments conducted by the directors or on behalf of the Corporation and do not conflict with any applicable laws.its Material Subsidiaries in the ordinary course;
(cl) The attributes the Corporation and each of its Material Subsidiaries have good and marketable title to all material assets owned by them free and clear of all liens, charges and encumbrances, other than as described in Schedule B or in the Offering Documents or Documents Incorporated by Reference and other than such liens, charges and encumbrances that are not individually or in the aggregate material to the Corporation and the Material Subsidiaries taken as a whole;
(m) the Corporation made available to the respective authors, prior to issuance, of the Subscription Receipts will conform current technical reports relating to the Material Resource Properties (the “Reports”), for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any material misrepresentation as at the relevant time the relevant information was made available;
(n) the Corporation is in compliance, in all material respects, with the provisions of NI 43-101 and has filed all technical reports required thereby and, at the time of filing, the Reports complied, in all material respects, with the requirements of NI 43-101; all scientific and technical information disclosed in the Offering Documents: (i) is based upon information prepared, reviewed and/or verified by or under the supervision of a “qualified person” (as such term is defined in NI 43-101), (ii) has been prepared and disclosed in accordance, in all material respects, with NI 43-101, and (iii) was true, complete and accurate in all material respects with at the description thereof time of filing;
(o) except as set forth in the Subscription Agreements Offering Documents or the Documents Incorporated by Reference or as are not individually or in the aggregate material to the Corporation and Subscription Receipt Agreement.Material Subsidiaries (taken as a whole), or other than as would not have a material effect on the value of such interests, all interests in the Material Resource Properties are owned, leased or held by the Corporation or its Material Subsidiaries as owner or lessee thereof, are so owned with good and marketable title or are so leased with good and valid title, are in good standing, are valid and enforceable, are free and clear of any liens, charges or encumbrances (other than as set forth in Schedule B) and no royalty is payable in respect of any of them; no other material property rights are necessary for the conduct or currently intended conduct of the Corporation’s or the Material Subsidiaries’ business (except in respect of the development and mining of Prestea Underground and Wassa Underground) and there are no restrictions on the ability of the Corporation or the Material Subsidiaries to use, transfer or otherwise exploit or explore (as the case may be) any such property rights, except as set forth in the Offering Documents or the Documents Incorporated by Reference or as set forth in Schedule B;
(dp) The (A) the Corporation has full corporate powerand its Material Subsidiaries are in material compliance with all material terms and provisions of all contracts, capacity agreements, indentures, leases, instruments and authority licences material to undertake the Offeringconduct of their businesses taken as a whole and (B) all such contracts, to enter into this Agreementagreements, the Subscription Agreementsindentures, the Subscription Receipt Agreement leases, policies, instruments and the certificates representing the Subscription Receipts (collectively, the “Corporation Offering Documents”) licences are valid and the Amalgamation Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it binding in accordance with their terms and are in full force and effect;
(q) except in each case as publicly disclosed or as would not otherwise reasonably be expected to have a Material Adverse Effect: (i) to the terms hereof best of the Corporation’s knowledge, information and thereof, belief none of the real property (and the buildings constructed thereon) in which the Corporation has taken all necessary corporate action to authorize the execution, delivery and performance or any of the Material Subsidiaries has a direct or indirect interest, whether leasehold, fee simple or otherwise (the “Real Property”), or upon or within which it has operations, is currently subject to any judicial or administrative proceeding alleging the violation of any federal, provincial, state or municipal environmental, health or safety statute or regulation, domestic or foreign, or is subject to any investigation concerning whether any remedial action is needed to respond to a release of any Hazardous Material (as defined below) into the environment; (ii) except in material compliance with applicable environmental laws, neither the Corporation Offering Documents and nor any Material Subsidiary or, to the Amalgamation Agreement and to observe and perform the provisions best of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each Corporation’s knowledge, any occupier of the Corporation Offering Documents and Real Property, has filed any notice under any federal, provincial, state or municipal law, domestic or foreign, indicating past or present treatment, storage or disposal of a Hazardous Material; (iii) except in material compliance with applicable environmental laws, none of the Amalgamation Agreement Real Property has at any time been executed and delivered used by the Corporation and constitutes or a valid and legally binding obligation Material Subsidiary or, to the best of the Corporation enforceable against the Corporation in accordance with its terms subject to such limitations Corporation’s knowledge, information and prohibitions belief by any other occupier, as may exist a waste storage or may be enacted in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally.
waste disposal site; (fiv) The entering into and the performance of the transactions contemplated herein and in the other Corporation Offering Documents and in the Amalgamation Agreement by the Corporation:
(i) does not require any consent, approval, authorization or order of any court or governmental agency or body, except that which may be required under applicable securities legislation;
(ii) will not contravene any statute or regulation of any governmental authority which is binding on the Corporation, where such contravention would materially and adversely affect on a consolidated basis, has no contingent liability of which it has knowledge in connection with any release of any Hazardous Material on or into the business, operations, capital or condition (financial or otherwise) environment from any of the CorporationReal Property or operations thereon; and
(iiiv) will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the articles of incorporation, amalgamation, continuation, arrangement, as applicable, by-laws and all amendments to such articles or by-laws, or, in each case, such applicable documents (collectively, the “Constating Documents”) or resolutions none of the Corporation or any mortgageMaterial Subsidiary or, note, indenture, contract or agreement instrument, lease or other document to which the Corporation is a party, or any judgment, decree or order or any term or provision thereof, where such contravention would materially and adversely affect the business, operations, capital or condition (financial or otherwise) best of the Corporation.
’s knowledge, any occupier of the Real Property, generates, transports, treats, processes, stores or disposes of any waste on any of the Real Property in material contravention of applicable federal, provincial, state or municipal laws or regulations enacted for the protection of the natural environment (gincluding, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) Odyssey at its office in Toronto has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement.
or human health or wildlife; (hvi) The Corporation is not party to or bound or affected by any commitment, agreement or document containing any covenant which would prohibit or restrict the Corporation from entering into this Agreement.
(i) There are no material changes or material facts relating to the Corporation Corporation’s knowledge, no underground storage tanks or surface impoundments containing a petroleum product or Hazardous Material are located on any of the Subsidiaries Real Property in contravention of applicable federal, provincial, state or municipal laws or regulations, domestic or foreign, enacted for the protection of the natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata), human health or wildlife. For the purposes of this Section 5(q), “Hazardous Material” means any contaminant, chemical, pollutant, subject waste, hazardous waste, deleterious substance, industrial waste, toxic matter or any other substance that when released into the natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) is likely to cause, at some immediate or future time, harm or degradation to the natural environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or risk to human health and, without restricting the generality of the foregoing, includes any contaminant, chemical, pollutant, subject waste, deleterious substance, industrial waste, toxic matter or hazardous waste as defined herein) that have not been disclosed to by applicable federal, provincial, state or municipal laws or regulations enacted for the Agentsprotection of the natural environment (including, and other than the acquisition of 0000 X. Xxxxx Streetwithout limitation, North Las Vegasambient air, Nevada (“3950”) on August 31surface water, 2018ground water, the Corporation has not completed any significant acquisitionsland surface or subsurface strata), nor has it entered into any binding agreements with respect to acquisitions that would require the filing of a business acquisition report other than pursuant to the Reverse Takeover.
(j) All filings and fees required to be made and paid by the Corporation pursuant to applicable securities laws and general corporate law have been made and paid.
(k) The Corporation is a corporation duly incorporated and validly subsisting under the provincial laws of Ontario and is in good standing under such laws and has all requisite corporate power and authority, either directly or through its subsidiaries, to carry on its Business (as herein defined) as now being carried on by it human health or proposed to be carried on by it and to enter into this Agreement and the Amalgamation Agreement and carry out its obligations thereunder. As used in this Agreement, “Business” means the business of cultivating, processing and selling at wholesale medical and recreational cannabis in the State of Nevada.wildlife;
Appears in 1 contract
Samples: Underwriting Agreement (Golden Star Resources Ltd.)
