Representations, Warranties and Covenants of the Agent. The Agent covenants, represents and warrants to the Corporation and acknowledges that the Corporation is relying on such representations and warranties, as follows: (i) it will comply with all applicable securities legislation of the Selling Jurisdictions in connection with the Offering; (ii) subject to the right of the Agent to solicit or procure subscriptions for the Offered Securities through a qualified registrant so as not to require registration thereof or filing of a prospectus with respect thereto in a jurisdiction other than the Selling Jurisdictions, it will not solicit or procure subscriptions for the Offered Securities so as to require registration thereof or filing of a prospectus with respect thereto under the laws of any jurisdiction; (iii) it will obtain from each Subscriber and provide to the Corporation an executed Subscription Agreement and all applicable Schedules containing certificates, undertakings and forms required by securities legislation in the Selling Jurisdictions in a form reasonably acceptable to the Corporation and to the Agent relating to the transactions herein contemplated; (iv) it will not advertise the proposed sale of the Offered Securities in printed public media, radio, television or telecommunications, including electronic display; (v) it will not provide or make available to prospective Subscribers any document or material which would constitute an “offering memorandum” as defined in applicable securities legislation; and (vi) it is a valid and subsisting corporation, duly incorporated and in good standing under the laws of the jurisdiction in which it was incorporated and has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein; (vii) the Agent and any sub-agents retained by the Agent, will be acquiring the Broker’s Warrants as principal for their own account and are “accredited investors” within the meaning of National Instrument 46-106 Prospectus Exemptions; and (viii) it is, and will remain so until Closing, duly registered under the securities legislation of the Selling Jurisdictions to sell the Offered Securities.
Representations, Warranties and Covenants of the Agent. The Agent acknowledges and agrees that the Offered Units, the Unit Shares, the Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or applicable state securities laws, and the Offered Units, the Unit Shares and the Warrants may be offered and sold only in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any applicable state securities laws. Accordingly, the Agent represents, warrants and covenants to the Corporation that:
1. None of the Agent, the U.S. Selling Group Member, their respective affiliates or any person acting on any of its or their behalf has offered or will offer any Offered Units, Unit Shares or Warrants except: (a) in an “offshore transaction,” as such term is defined in Regulation S, outside the United States to non-U.S. Persons in accordance with Rule 903 of Regulation S; or (b) in the United States to, or for the account or benefit of, persons in the United States or U.S. Persons to Qualified Institutional Buyers or Accredited Investors purchasing pursuant to the exemption from the registration requirements of the U.S. Securities Act under Rule 506(b) of Regulation D and in compliance with similar exemptions under applicable state securities laws as provided in paragraphs 2 through 12 below. Accordingly, none of the Agent, the U.S. Selling Group Member, their respective affiliates or any person acting on any of its or their behalf, has made or will make (except as permitted in paragraphs 2 through 12 below): (i) any offer to sell, or any solicitation of an offer to buy, any Offered Units, Unit Shares or Warrants in the United States or to, or for the account or benefit of, any person in the United States or a U.S. Person; (ii) any sale of Offered Units, Unit Shares or Warrants to any purchaser unless, at the time the buy order was or is originated, the purchaser was outside the United States, not a U.S. Person and not acting for the account or benefit of a person in the United States or a U.S. Person, or the Agent, the U.S. Selling Group Member, their respective affiliates or person acting on its or their behalf reasonably believed that such purchaser was outside the United States, not a U.S. Person and not acting for the account or benefit of a person in the United States or a U.S. Person; or (iii) any Directed Selling Efforts.
2. It has not entered and will not enter into any contractual arrangement with respect to the offer and ...
Representations, Warranties and Covenants of the Agent. The Agent (on its own behalf and on behalf of its respective U.S. Placement Agent) severally, but not jointly or jointly and severally, acknowledge that the Common Shares and Warrants comprising the Units and the Warrant Shares, have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered, sold or delivered, directly or indirectly, to any U.S. Person or any person within the United States, except to Qualified Institutional Buyers pursuant to an available exemption from the registration requirements of the U.S. Securities Act and similar exemptions under applicable state securities laws. Accordingly, the Agent (on its own behalf and on behalf of its U.S. Placement Agent) severally, but not jointly or jointly and severally, represents, warrants and covenants to the Corporation, as of the date hereof and as of the Closing Date, and will cause its U.S. Placement Agent to comply with such representations, warranties and covenants, that:
1. Except with respect to offers and sales in accordance with this Schedule “A” to Qualified Institutional Buyers pursuant to an available exemption from registration under the U.S. Securities Act and applicable exemptions under state securities laws, it has offered and sold, and will offer and sell, the Units forming part of its allotment only in an Offshore Transaction in accordance with Rule 903 of Regulation S, or as provided in this Schedule “A”. Accordingly, none of such Agent, its affiliates or any persons acting on its or their behalf, has made or will make (except as permitted in this Schedule “A”): (i) any offer to sell or any solicitation of an offer to buy, any Units to any U.S. Person or person in the United States; (ii) any sale of Units to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, or such Agent, its affiliates or persons acting on its or their behalf reasonably believed that such purchaser was outside the United States and a non-U.S. Person; or
Representations, Warranties and Covenants of the Agent. The Agent, on its own behalf and on behalf of its U.S. Affiliate, acknowledges that the Offered Units have not been and will not be registered under the U.S. Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, any U.S. Person, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Agent, on its own behalf and on behalf of its U.S. Affiliate, represents, warrants, covenants and agrees to and with the Company that:
Representations, Warranties and Covenants of the Agent. The Agent acknowledges that the Securities have not been and will not be registered under the U.S. Securities Act or any applicable state securities laws, and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and state securities laws. Accordingly, the Agent represents, warrants and covenants to the Corporation, as at the date hereof and as at the Closing Date, that:
Representations, Warranties and Covenants of the Agent. The Agent represents, warrants and covenants to and with the Corporation that:
Representations, Warranties and Covenants of the Agent. (a) The Agent hereby represents and warrants to the Corporation that:
(i) it is, and will remain so, until the completion of the Offering, appropriately registered under Applicable Canadian Securities Laws so as to permit it to lawfully fulfill its obligations hereunder; and
(ii) it has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein.
(b) The Agent hereby covenants and agrees with the Corporation, the following:
(i) The Agent will comply with applicable Securities Laws in connection with the offer and sale and distribution of the Offered Securities.
(ii) The Agent will not directly or indirectly, solicit offers to purchase or sell the Offered Securities or deliver any Offering Document to purchasers so as to require registration of the Offered Securities or filing of a prospectus or registration statement with respect to those Offered Securities under the laws of any jurisdiction other than the Applicable Canadian Offering Jurisdictions, including, without limitation, the United States. Any offer or sales of Offered Securities (including any unsold allotment of Offered Securities) to, or for the account or benefit of, U.S. Persons or persons in the United States will be made in accordance with the terms and conditions set out in this Agreement. The terms and conditions and the representations and warranties and covenants of the parties contained in Schedule “A” form part of this Agreement.
(iii) The Agent will use its commercially reasonable efforts to complete the distribution of the Offered Securities as promptly as possible after the Closing Time. The Agent will notify the Corporation when, in the Agent’s opinion, the Agent has ceased the distribution of the Offered Securities, and, within 30 calendar days after completion of the distribution, will provide the Corporation, in writing, with a breakdown of the total proceeds realized or number of Offered Securities sold (i) in each of the Applicable Canadian Offering Jurisdictions, and (ii) in any other Designated Jurisdictions.
Representations, Warranties and Covenants of the Agent. The Agent acknowledges and agrees that the Offered Units have not been and will not be registered under the U.S. Securities Act or applicable state securities laws, and the Offered Units may be offered and sold only in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any applicable state securities laws. Accordingly, the Agent represents, warrants and covenants to the Corporation that:
Representations, Warranties and Covenants of the Agent. The Agents represent and warrant to and covenant and agree with the Company (on behalf of themselves and their U.S. Affiliates), as of the date hereof and as of the Closing Date, that:
1. They acknowledges that the Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state Securities Laws and may not be offered or sold except pursuant to an exclusion or exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state Securities Laws. They has offered and sold and will offer and sell the Securities only (i) outside the United States in Offshore Transactions in accordance with Rule 903 of Regulation S, or (ii) to, or for the account or benefit of, persons in the United States or U.S. Persons as provided in this Schedule “B”. Accordingly, neither the Agents, nor the U.S. Affiliates, nor any persons acting on any of their behalf: (i) have engaged or will engage in any Directed Selling Efforts; or (ii) except as permitted by this Schedule “B”, have made or will make (x) any offers to sell Securities to, or for the account or benefit of, persons in the United States or U.S. Persons or (y) any sale of Offered Units unless at the time the purchaser made its buy order xxxxxxxx, the Agents, the U.S. Affiliates or other person acting on any of their behalf reasonably believed that such purchaser was outside the United States and not a U.S. Person or acting for the account or benefit of a person in the United States or a U.S. Person.
2. They have not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered Units, except with the U.S. Affiliates, any selling group member, or with the prior written consent of the Company.
3. They shall require the U.S. Affiliates, any selling group member, and any other person permitted to participate with the consent of the Company to agree, for the benefit of the Company, to comply with, and shall use its best efforts to ensure that the U.S. Affiliates, any selling group member, and any such other person complies with, the provisions of this Schedule “B” as if such provisions applied to such U.S. Affiliates, selling group member or other person.
Representations, Warranties and Covenants of the Agent. The Agent, represents, warrants and covenants to and with the Company, as at the date hereof and as at the Closing Date, that:
