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. 3.1 Each Agent hereby severally, and neither jointly nor jointly and severally, represents, warrants and covenants to the Company that (and will use its commercially reasonable efforts to cause any members of its selling groups to):
(a) it (and, as applicable, will cause its U.S. Affiliate to) will conduct activities in connection with arranging for the sale and distribution of the Offered Securities in compliance with all Applicable Securities Laws and the provisions of this Agreement;
(b) it has not and will not, directly or indirectly, sell or solicit offers to purchase the Offered Securities or distribute or publish any offering circular, prospectus, form of application, advertisement or other offering materials in any country or jurisdiction so as to require registration of the Offered Securities or filing of a prospectus or similar document with respect thereto or compliance by the Company with regulatory requirements (including any continuous disclosure obligations or similar reporting obligations) under the Applicable Securities Laws;
(c) it will use its reasonable efforts to obtain from each Purchaser an executed Subscription Agreement (including all certifications, forms, and other documentation contemplated thereby) and all other applicable forms, reports, undertakings and documentation required under Applicable Securities Laws or required by the Company, acting reasonably;
(d) it is a valid and subsisting corporation under the law of the jurisdiction in which it was incorporated and has good and sufficient power and authority to enter into this Agreement and complete the transactions under this Agreement on the terms and conditions set forth herein;
(e) it has not made, and will not make, any representations or warranties about the Company and/or the Offered Securities, except as set out in any document previously approved by the Company for distribution to prospective Purchasers; and
(f) it (or its U.S. Affiliate, as applicable) is duly registered pursuant to the provisions of the Applicable Securities Laws and is duly registered or licensed as an investment dealer in those jurisdictions in which it is required to be so registered in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, it will act only through members of a selling group who are so registered or licensed.
3.2 The Agents acknowledge that the Broker Warrants and the Broker Warrant Shares have not been and will not be register...
Representations, Warranties and Covenants of the Agents. The Agents acknowledge that the Offered Securities and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Offered Securities may not be offered or sold to or for the account or benefit of persons in the United States or U.S. Persons except in accordance with an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Each Agent on behalf of itself and its U.S. Affiliate, if applicable, represents, warrants, covenants and agrees to and with the Corporation, as at the date hereof and as at the Closing Date, severally, but not jointly, that:
1. It has not offered or sold, and will not offer or sell, at any time any Offered Securities except (a) in Offshore Transactions in compliance with Rule 903 of Regulation S, or (b) to, or for the account or benefit of, persons in the United States or U.S. Persons that are Qualified Institutional Buyers or U.S. Accredited Investors in compliance with Rule 506(b) of Regulation D and applicable state securities laws, as provided herein. Accordingly, none of the Agent, its affiliates (including the U.S. Affiliate) or any person acting on any of their behalf, has made or will make (except as permitted herein): (i) any offer to sell, or any solicitation of an offer to buy, any Offered Securities to or for the account or benefit of U.S. Persons or persons in the United States (ii) any sale of Offered Securities to any Purchaser unless, at the time the buy order was or will have been originated, the Purchaser was outside the United States and not acting to or for the account or benefit of a U.S. Person or a person in the United States or the Agent, its affiliates (including the U.S. Affiliate) or any person acting on any of their behalf, reasonably believed that such Purchaser was outside the United States and not acting to or for the account or benefit of a U.S. Person or a person in the United States, 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 sale of the Offered Securities except with the U.S. Affiliate, any Selling Group members or with the prior written consent of the Corporation. The Agent shall require the U.S. Affiliate to agree, and each Selling Group member to agree, for the benefit of the Corporation, to comply with, and shall use its commercially reason...
Representations, Warranties and Covenants of the Agents. 2.1 Each Agent, severally and not jointly, represents, warrants and covenants, and will cause its U.S. Affiliate to comply with such representations, warranties and covenants, to and with the Company, as at the date hereof and as at the Closing Date, that:
(a) the Agent acknowledges, on behalf of itself and its U.S. Affiliate, that the Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. 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 applicable U.S. state securities laws. The Offered Securities may be offered and sold in the United States only pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and in compliance with applicable U.S. state securities laws, and the Offered Securities may be offered and sold outside the United States only in accordance with Rule 903 of Regulation S and in compliance with applicable local laws and regulations. Accordingly, none of the Agent, its affiliates (including the U.S. Affiliate), or any persons acting on any of their behalf (except as permitted by this Schedule “A”), have made or will make (i) any offer to sell or any solicitation of an offer to buy any Offered Securities in the United States, (ii) any sale of Offered Securities unless at the time the Purchaser made its buy order therefor, the Agent, its affiliates (including its U.S. Affiliate), and other persons acting on any of their behalf reasonably believed that such person was outside the United States, or (iii) any Directed Selling Efforts with respect to the Offered Securities;
(b) the Agent has not entered and will not enter into any contractual agreement with respect to the offer and sale of the Offered Securities, except with its U.S. Affiliate, a selling group member, or otherwise with the prior written consent of the Company. The Agent shall cause its U.S. Affiliate and any selling group member appointed by it to agree, for the benefit of the Company, to comply with, and shall ensure that the U.S. Affiliate and any such selling group member complies with, the same provisions of this Schedule “A” as apply to the Agent;
(c) all offers of Offered Securities made by the Agent in the United States for sale by the Company have been and shall be made solely through its U.S. Affiliate, which is, and on the dates of such offers...
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 Agent, on its own behalf and on behalf of its U.S. Affiliate, severally (and not jointly and severally) represents, warrants and covenants to and with the Corporation, as at the date hereof and as at the Closing Date, that:
Representations, Warranties and Covenants of the Agents. The Agents acknowledge and agree 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, each Agent severally (and not jointly) represents, warrants and covenants to the Corporation that:
Representations, Warranties and Covenants of the Agents. Each of the Agents (on its own behalf and on behalf of its U.S. Affiliate) acknowledges that the Offered Securities have not been and will not be registered under the U.S. Securities Act or 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 applicable state securities laws. Accordingly, each Agent (on its own behalf and on behalf of its U.S. Affiliate) severally and not jointly represents, warrants, covenants and agrees to and with the Corporation that:
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 to, or for the account or benefit of, U.S. Persons or persons in the United States except pursuant to the exemption from the registration requirements of the 1933 Act afforded by Section 4(a)(2) thereof, or outside the United States in an Offshore Transaction in compliance 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 in the United States to persons reasonably believed by it to be Qualified Institutional Buyers or Institutional Accredited Investors in transactions exempt from the registration requirements of the 1933 Act pursuant to Section 4(a)(2) thereof; or (ii) outside the United States in an Offshore Transaction in compliance with Regulation S, as provided in Sections 4(b) through 4(n) 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 has not entered and will not enter into any contractual arrangement with respect to the distribution of the Securities, except with its U.S. Affiliate, any Selling Firms or with the prior written consent of the Company. 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 B 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. 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 Ad...
Representations, Warranties and Covenants of the Agents. 3.1 Each Agent hereby severally, and not jointly, nor jointly and severally, represents and warrants to the Company and acknowledges that the Company is relying upon such representations and warranties, that:
