Representations, Warranties and Covenants of the Agents. Each Agent represents, warrants and covenants to and with the Corporation on a several basis (and not joint nor joint and several) that:
Representations, Warranties and Covenants of the Agents. Each Agent represents and warrants to and covenants and agrees with the Company, as at the date hereof and as at the Closing Date, that:
1. It 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. It 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 t he account or benefit of, persons in the United States and U.S. Persons as provided in this Schedule A. Accordingly, none of the Agent, its affiliates (including its U.S. Affiliate) or any persons acting on its or their behalf: (i) have engaged or will engage in any Directed Selling Efforts; or (ii) except as permitted by this Schedule A, have made or will make (x) any offers to sell or solicitations of offers to buy Securities to, or for the account or benefit of, persons in the United States or U.S. Persons, or (y) any sale of Securities unless at the time the purchaser made its buy order therefor, the Agent, its affiliates (including its U.S. Affiliate), and any person acting on any of their behalf reasonably believed that such person 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. The Agent has not made any offers of securities of the Company in the Concurrent Private Placement.
2. It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Securities, except with the U.S. Affiliate, any Selling Firm or with the prior written consent of the Company. The Agent shall require its U.S. Affiliate and any Selling Firm to agree for the benefit of the Company, to comply with, and shall cause its U.S. Affiliate and any Selling Firm to comply with the same provisions of the Agreement and this Schedule “A” as apply to the Agent as if its provisions applied to such U.S. Affiliate and such Selling Firm.
3. All offers and sales of the Securities to, or for the account or benefit of, persons in the United States or U.S. Persons will be effected by the U.S. Affiliate in accordance with all applicable U.S. federal and state broker-dealer requirements. Such U.S. Affiliate is on the date he...
Representations, Warranties and Covenants of the Agents. Each Agent (on its own behalf and on behalf of its U.S. Affiliate, if applicable) severally (and not jointly or jointly and severally) represents, warrants, covenants and agrees to and with the Company that:
(a) it acknowledges that the Securities have not been and will not be offered or sold within the United States except pursuant to the exemption from the registration requirements of the 1933 Act provided by Section 4(a)(2) of the 1933 Act or outside the United States in accordance with Regulation S. It has not offered or sold, and will not offer or sell, any of the Securities constituting part of its allotment except (i) outside the United States in accordance with Regulation S or (ii) in the United States, as provided in Sections 4(b) through 4(j) below. Neither it nor its affiliates, nor any persons acting on its or their behalf have engaged or will engage in any Directed Selling Efforts in the United States with respect to the Securities;
(b) it shall require each of its U.S. Affiliates and the Selling Firms to agree for the benefit of the Company to comply with and shall ensure that each of its U.S. Affiliates and the Selling Firms complies with the same provisions of this Schedule as apply to such Agent;
(c) all offers to sell and solicitations of offers to buy and any sales of any Securities in the United States shall be made through its U.S. Affiliate in compliance with all applicable United States state and federal broker-dealer requirements or pursuant to the exemption provided under Rule 15a-6 of the 1934 Act. Such U.S. Affiliate is a duly registered broker-dealer with the SEC under Section 15(b) of the 1934 Act and applicable state securities laws and a member in good standing of FINRA on the date hereof and at the date of any offer or sale of the Securities in the United States;
(d) it will not, either directly or through its U.S. Affiliate, solicit offers for, or offer to sell the Securities in the United States by means of any form of General Solicitation or General Advertising or engage in any conduct involving a public offering within the meaning of Section 4(a)(2) of the 1933 Act;
(e) immediately prior to soliciting offerees purchasing Securities in the United States, it had reasonable grounds to believe and did believe that each offeree was a Qualified Institutional Buyer and, at the time of completion of each sale of Securities in the United States, will have reasonable grounds to believe and will believe that such purchaser is a Qua...
Representations, Warranties and Covenants of the Agents. Each Agent acknowledges that none of the Shares have been or will be registered under the U.S. Securities Act or any securities laws of any of states of the United States. Each Agent (on behalf of itself and its U.S. Affiliate), severally and not jointly, represents, warrants and covenants to and with the Selling Shareholder and Vista that:
Representations, Warranties and Covenants of the Agents. Each of the Agents 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 Agents. The Agents acknowledge that the Common Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state and may be offered and sold within the United States or to, or for the account or benefit of, U.S. Persons 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, each Agent represents, warrants and covenants to and with the Company that:
Representations, Warranties and Covenants of the Agents. Each of the Agents hereby severally and not jointly represents, warrants and covenants to the Corporation, and acknowledges that the Corporation is relying upon such representations and warranties in connection with the completion of the Offering, that with respect to itself:
(i) such Agent is duly incorporated and is in good standing in its jurisdiction of incorporation, has all requisite corporate power and authority to enter into and carry out its obligations under this Agreement, and, if applicable, the Subscription Receipt Agreement, and is duly licensed and registered in accordance with applicable Securities Laws;
(ii) in respect of the offer and sale of the Offered Securities, such Agent has complied and will comply with all Securities Laws and all applicable laws of the jurisdictions outside Canada in which it offers the Offered Securities;
(iii) such Agent, and each person appointed by it as its agent to assist in the Offering, is to the extent legally required, registered under the applicable securities laws of the Designated Jurisdictions so as to permit it to lawfully fulfil its obligations hereunder;
(iv) such Agent and its representatives have not engaged in or authorized, and will not engage in or authorize Directed Selling Efforts with respect to the offer and sale of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons, and have not engaged in or authorized, and will not engage in or authorize, any form of General Solicitation or General Advertising in connection with or in respect of the Offered Securities; and
(v) such Agent will use its commercially reasonable best efforts to obtain a duly completed and executed Subscription Agreement and all applicable undertakings and other forms required under Securities Laws from each Purchaser.
Representations, Warranties and Covenants of the Agents. The Agents hereby represent, warrant and covenant to the Company, and acknowledge that the Company is relying upon such representations and warranties, that:
(i) in respect of the offer and sale of the Special Warrants, the Agents will comply with all Securities Laws of the jurisdictions in which it offers Special Warrants;
(ii) the Agents will not solicit or procure subscriptions for Special Warrants so as to require the registration thereof or the filing of a prospectus with respect thereto under the laws of any jurisdictions;
(iii) the Agents will obtain from each Purchaser a duly completed and executed Subscription Agreement in which the Purchaser certifies (unless the Purchaser is purchasing pursuant to the $150,000 minimum exemption in NI 45-106) that it is either: (A) a Canadian Accredited Investor; or (ii) otherwise subject to and in compliance with the securities laws and other applicable laws of the International Jurisdiction in which the Purchaser is purchasing the Special Warrants;
(iv) the Agents and its representatives have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Special Warrants in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Special Warrants whose attendees have been invited by any general solicitation or general advertising;
(v) each of the Agents is not a U.S. Person as such term is defined in Rule 902 of Regulation S under the U.S. Securities Act;
(vi) the Agents have offered the Special Warrants only to persons it reasonably believed were not U.S. Persons as such term is defined in Rule 902 of Regulation S under the U.S. Securities Act at the time of such offer and continues to so reasonably believe as of the date hereof;
(vii) each of the Agents (and any selling group member who receives Compensation Options or Broker Shares) is an “accredited investor” as such term is defined in National Instrument 45-106 - Prospectus and Registration Exemptions (“NI 45-106”) and is acquiring the Compensation Options and Broker Shares as principal; and
(viii) Neither the Agents nor any selling group member has been created or used solely to purchase or hold securities as an “accredited investor” as such term is defined in NI 45-106.
Representations, Warranties and Covenants of the Agents. The Agents hereby represent, warrant and covenant to the Corporation, and acknowledge that the Corporation is relying upon such representations, warranties and covenants, that:
(a) the Agents are, and will remain so, until the completion of the Offering, appropriately registered under applicable Securities Laws so as to permit them to lawfully fulfill their obligations hereunder;
(b) the Agents have 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 and this Agreement is a valid, legal and binding obligation of each Agent enforceable against each Agent in accordance with its terms;
(c) the Agents will use their “best efforts” to arrange for Purchasers in the Offering Jurisdictions;
(d) the Agents have offered to sell, and will offer and sell, Units (other than the Agents Units) only to Persons who are “accredited investors” (as defined under Securities Laws), or to Persons otherwise exempt from the prospectus requirements of Securities Laws in the Offering Jurisdictions and other jurisdictions by virtue of the “minimum amount investment” or “investment dealer exemption”, as applicable;
(e) the Agents have complied and will comply, and shall require any investment dealer or broker with which the Agents have a contractual relationship in respect of the sale of the Units (other than the Agents Units) (each a “Selling Firm”) to comply, with all applicable Securities Laws in connection with the offer and sale of the Units (other than the Agents Units), and shall offer the Units (other than the Agents Units) for sale to potential Purchasers on a private placement basis directly and through Selling Firms upon the terms and conditions set out in this Agreement. The Agents have offered and will offer, and shall require any Selling Firm to offer, for sale to potential Purchasers on a private placement basis and sell the Units (other than the Agents Units) only in those jurisdictions where they may be lawfully offered for sale or sold. The Agents shall use its reasonable commercial efforts to ensure that any Selling Firm appointed pursuant to this Agreement complies with the covenants and obligations of the Agents hereunder;
(f) the Agents shall, and shall require any Selling Firm to agree to, offer the Units in a manner which complies with and observes all applicable laws and regulations in each jurisdiction into and from which they may off...
Representations, Warranties and Covenants of the Agents. (1) The Agents hereby represent, warrant and covenant to the Corporation that:
(a) the Agents and each U.S. Affiliate, as applicable, are valid and subsisting corporations duly incorporated and in good standing under the laws of the jurisdiction in which they are incorporated;
(b) the Agents have all requisite power and authority and good and sufficient right and authority to enter into, deliver and carry out their obligations under this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein and upon such execution and delivery this Agreement shall constitute a legal, valid and binding obligation of the Agents, enforceable against the Agents in accordance with its terms, subject to bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and except as limited by the application of equitable remedies which may be granted in the discretion of a court of competent jurisdiction and that enforcement of the rights to indemnity and contribution set out in this Agreement;
(c) each Agent (or its U.S. Affiliate, as applicable) is, and will remain, until the completion of the Offering, appropriately registered under Securities Laws so as to permit it to lawfully fulfill its obligations hereunder, and will remain, until the completion of the Offering, so registered in each of the Offering Jurisdictions;
(d) the Agents will not, in connection with the services provided hereunder, make any representations or warranties with respect to the Corporation or its securities;
(e) the Agents and the U.S. Affiliate, as applicable, will conduct all their activities of, and in connection with, arranging for the sale of the Debenture Units in compliance with Securities Laws;
(f) the Agents and the U.S. Affiliate, as applicable, are appropriately registered under the Securities Laws or are exempt from the requirements under Securities Laws under a category that permits them to lawfully fulfill their obligations hereunder;
(g) the Agents will only offer Debenture Units, solicit subscriptions for Debenture Units and sell the Debenture Units to Purchasers resident in or otherwise subject to the laws of (as applicable) the Offering Jurisdictions; provided, however, that any such offer, solicitation or sale in the United States and to U.S. Persons shall only be through one or more U.S. Affiliates to Qualified Institutional Buyers and U.S. Accredited Investors in compliance with Section 4(a)(2)...
