Representations as to the Offering Documents Sample Clauses

Representations as to the Offering Documents. (a) The Company represents and warrants to the Underwriter as of the date hereof, as of the Closing Date and as of the Option Closing Date, as applicable, that: (i) the information and statements (excluding the Underwriter’s Information and the Selling Shareholder Information) contained in the Canadian Preliminary Prospectus contains, as at its filing dates, no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Company and the Shares as required by Canadian Securities Laws; (ii) the information and statements (excluding the Underwriter’s Information and the Selling Shareholder Information) contained in the Canadian Final Prospectus and any amendment or supplement thereto contain or will contain, as at their respective filing date and as of the Closing Time and as of the Option Closing Time, as applicable, no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Company and the Shares as required by Canadian Securities Laws; (iii) the statistical, industry and market-related data included in the Offering Documents are based on or derived from sources that are believed by the Company to be reliable and accurate in all material respects, and the Company has obtained the consent to the use of such data or information from such sources to the extent the Company has determined to be required; (iv) the Registration Statement has become effective upon filing pursuant to Rule 467(a) under the U.S. Securities Act; 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 knowledge of the Company, threatened by the SEC; (1) the Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, 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 not misleading, (2) the Registration Statement, at the time of effectiveness, the Form F-X, at the time of filing with the SEC, and the U.S. Final Prospectus, at the time of filing with the SEC, comply and, as amended or supplemented, if applicable, at the time of filing with the SEC, will comply in all material respects with the U.S. Securities Act and the rules and regulations of the SEC thereunder, (3) the Time of Sale Prospectus does not, and at the time of each sale of the ...
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Representations as to the Offering Documents. Delivery by the Corporation of any Offering Document to the Underwriter shall constitute a representation and warranty by the Corporation to the Underwriter that as at such Offering Document’s respective date: (i) all information and statements (other than information and statements furnished by or relating solely to the Underwriter) contained in such Offering Document is true and correct in all material respects, contains no misrepresentation and constitutes full, true and plain disclosure of all material facts relating to the Corporation and its Subsidiaries and the securities of the Corporation being issued or sold to the Underwriter pursuant to this Agreement; (ii) no material fact or information (other than facts or information relating solely to the Underwriter) has been omitted from such Offering Document that is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were provided or made and, with respect to purchasers resident in the Province of Quebec, the Prospectus and any Prospectus Amendment do not contain any misrepresentations within the meaning of the Securities Act (Quebec) and the regulations respecting securities adopted pursuant thereto that is likely to affect the value or the market price of the Common Shares; and (iii) such Offering Document complies fully with the requirements of Applicable Securities Laws. Delivery by the Corporation of any Offering Document to the Underwriter shall also constitute consent to the Underwriter’s use of the Prospectus for the distribution of the Offered Units in compliance with the provisions of this Agreement and Applicable Securities Laws.
Sample 1
Representations as to the Offering Documents. Filing and delivery to the Underwriters in accordance with this Agreement of any Offering Document shall constitute a representation and warranty by the Corporation to the Underwriters that, as at their respective dates, dates of filing and dates of delivery: (i) the information and statements (except information and statements relating solely to the Underwriters, which have been provided by the Underwriters to the Corporation in writing specifically for use in any of the Offering Documents (collectively, “Underwriters’ Information”)) contained and incorporated by reference in such Offering Documents are true and correct and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation and the Units as required by applicable Canadian Securities Laws of the Offering Jurisdictions;‌ (ii) no material fact or information has been omitted from such disclosure (except for Underwriters’ Information) that is required to be stated in such disclosure or that is necessary to make a statement contained in such disclosure not misleading in the light of the circumstances under which it was made; and (iii) except with respect to any Underwriters’ Information, such documents comply in all material respects with the requirements of Canadian Securities Laws. Such filings shall also constitute the Corporation’s consent to the Underwriters’ use of the Offering Documents in connection with the distribution of the Common Shares and Warrants comprising the Units in the Designated Jurisdictions in compliance with this Agreement and Canadian Securities Laws.
Sample 1

Related to Representations as to the Offering Documents

  • Representations of Optionee Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

  • Representations and Warranties of Optionee Optionee hereby represents and warrants that: A. The options granted hereby and the Shares which will be purchased by and delivered to Optionee upon exercise of such options are being acquired by Optionee for his own account and not with a view to resale or other disposition thereof. B. Optionee will not sell, transfer, or make any other disposition of any option or the shares to be purchased and delivered to Optionee hereunder upon the exercise of such option unless and until (a) such option or shares, as applicable, are included in a registration statement or a post-effective amendment under the Securities Act which has been filed by the Optionor and declared effective by the Securities and Exchange Commission (the "SEC"), or (b) in the opinion of counsel for the Optionor, no such registration statement or post-effective amendment is required, or (c) the SEC has first issued a "no action" letter regarding any such proposed disposition of any option or the shares.

  • REPRESENTATIONS AND WARRANTIES BY THE UNDERWRITER The Underwriter represents and warrants that: 2.3.1 It is registered as a broker dealer with the SEC under the 1934 Act, and is a member in good standing of the NASD. 2.3.2 Each investment adviser listed on Schedule C (each, an "Adviser") is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and any applicable state securities law.

  • Representations and Warranties of the Underwriter The Underwriter represents and warrants to, and agrees with, the Company:

  • Representations True Borrower represents and warrants to Silicon that all representations and warranties set forth in the Loan Agreement, as amended hereby, are true and correct.

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • Representations and Warranties on Closing Date The representations and warranties made in this Article III will be true and correct on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date, except that any such representations and warranties which expressly relate only to an earlier date shall be true and correct on the Closing Date as of such earlier date.

  • Representations and Warranties of the Underwriters The Representatives, on behalf of the several Underwriters, represent and warrant to the Company that the information set forth (a) on the cover page of the Prospectus with respect to price, underwriting discount and terms of the offering and (b) under "Underwriting" in the Prospectus was furnished to the Company by and on behalf of the Underwriters for use in connection with the preparation of the Registration Statement and is correct and complete in all material respects.

  • REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE The Optionee represents and warrants to the Optionor that:

  • Representations and Warranties as to the Receivables The Seller makes the following representations and warranties as to each Receivable, on which Ally Auto relies in accepting the Receivables. Such representations and warranties speak as of the Closing Date, and shall survive the sale, transfer and assignment of the Receivables to Ally Auto and the subsequent assignment and transfer pursuant to the Further Transfer Agreements:

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