Representations, Warranties and Covenants of the Underwriters. Each Underwriter hereby represents, warrants and covenants to the Company, and acknowledges that the Company is relying upon such representations, warranties and covenants in connection with the Offering, that: (a) it has been duly incorporated, or formed, and organized and is validly existing under the laws of the jurisdiction in which it was incorporated or formed, as the case may be and no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of such Underwriter; (b) it has good and sufficient right and authority to enter into this Agreement and to complete the transactions contemplated under this Agreement and any other documents in connection with the Offering to which it is a party; (c) it has complied and will comply, and shall require any Selling Firm to comply, with all applicable Securities Laws in connection with the sale of the Units, and shall offer the 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. Any Selling Firm appointed by such Underwriter shall be compensated by such Underwriter from its compensation hereunder; (d) it has 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 only in the Selling Jurisdictions where they may be lawfully offered for sale and sold; (e) it and its representatives (including any Selling Firms) have not engaged in or authorized, and will not engage in or authorize, activity that would constitute "directed selling efforts" under Regulation S or any form of general solicitation or general advertising in connection with or in respect of the Units in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio, television or otherwise conducted any seminar or meeting concerning the offer or sale of the Units whose attendees have been invited by any general solicitation or general advertising; (f) it has not and will not: (i) provide prospective Purchasers with any document or other material that would constitute an offering memorandum within the meaning of applicable Securities Laws; or (ii) solicit offers to purchase or sell the Units so as to require the filing of a prospectus or registration statement with respect thereto or the provision of a contractual right of action or a statutory right of action under the laws of any jurisdiction or obligate the Company to (A) take action to qualify any of its securities, (B) establish or maintain any office, director or officer in such jurisdiction, or (C) execute a general consent to services of process or register to do business in such jurisdiction, or otherwise subject the Company to any reporting or other requirement in such jurisdiction other than reports that may be required to be filed in connection with the Offering; (g) it has not made, and will not make, and will require any Selling Firm to agree not to make, any representations or warranties about the Company or the Units; (h) it will obtain from each Purchaser a duly completed and executed Subscription Agreement (including any applicable schedules and exhibits thereto) and other forms required under applicable Securities Laws that are provided to it by the Company for execution by Purchasers relating to the issuance and sale of the Units; and (i) it is acquiring the Broker Warrants as principal for its own account and not for the benefit of any other Person and is acquiring the Broker Warrants for investment only and not with a view to resale or distribution of the Broker Warrants and such Underwriter is an "accredited investor" as such term is defined in NI 45-106.
Appears in 1 contract
Samples: Underwriting Agreement (WonderFi Technologies Inc.)
Representations, Warranties and Covenants of the Underwriters. Each Underwriter hereby represents, warrants warrants, covenants and covenants to the Companyagrees, separately and not jointly, on behalf of itself and its U.S. Affiliate that:
1. It acknowledges that the Company is relying upon such representations, warranties Offered Securities have not been and covenants in connection with the Offering, that:
(a) it has been duly incorporated, or formed, and organized and is validly existing will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold within the United States, except pursuant to an exemption from the registration requirements of the jurisdiction in which it was incorporated or formed, as the case may be U.S. Securities Act and no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of such Underwriter;
(b) it has good and sufficient right and authority to enter into this Agreement and to complete the transactions contemplated under this Agreement and any other documents in connection with the Offering to which it is a party;
(c) it has complied and will comply, and shall require any Selling Firm to comply, with all applicable Securities Laws in connection with the sale of the Units, and shall offer the 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 AgreementU.S. state securities laws. Any Selling Firm appointed by such Underwriter shall be compensated by such Underwriter from its compensation hereunder;
(d) it has 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 only in the Selling Jurisdictions where they may be lawfully offered for sale and sold;
(e) it It and its representatives (including any Selling Firms) U.S. Affiliate have not engaged in offered or authorizedsold, and will not engage offer or sell, any Offered Securities forming part of its allotment except (a) in or authorize, activity that would constitute "directed selling efforts" under an offshore transaction in accordance with Rule 903 of Regulation S or (b) in the United States to Qualified Institutional Buyers in accordance with Rule 144A as provided in paragraphs 3 through 7 below. Neither the Underwriter, its U.S. Affiliate, nor any person acting on its or their behalf, has made or will make any Directed Selling Efforts in the United States with respect to the Offered Securities.
2. It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Securities, except with its U.S. Affiliates, any Selling Firm or with the prior written consent of the Corporation. It shall require each of its U.S. Affiliates and each Selling Firm to agree, for the benefit of the Corporation, to comply with, and shall use its best efforts to ensure that each of its U.S. Affiliates and each Selling Firm complies with, the same provisions of this Schedule as apply to such Underwriter as if such provisions applied to such U.S. Affiliates and Selling Firm.
3. All offers and sales of Offered Securities in the United States shall be made through the Underwriter’s U.S. Affiliates in compliance with all applicable U.S. federal and state broker-dealer requirements. Such U.S. Affiliates are, and shall be on the date of each offer and sale of Offered Securities, Qualified Institutional Buyers, duly registered brokers or dealers with the SEC pursuant to Section 15 of the U.S. Exchange Act, and members in good standing with the Financial Industry Regulatory Authority.
4. Offers and sales of Offered Securities in the United States by the Underwriter or its U.S. Affiliates shall not be made by any form of general solicitation or general advertising (as those terms are used in connection with Regulation D) or in respect of the Units in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio, television or otherwise conducted any seminar or meeting concerning the offer or sale of the Units whose attendees have been invited by any general solicitation or general advertising;
(f) it has not and will not: (i) provide prospective Purchasers with any document or other material that would constitute an manner involving a public offering memorandum within the meaning of applicable Section 4(2) of the U.S. Securities Laws; or (ii) solicit Act.
5. Offers to sell and solicitations of offers to purchase buy the Offered Securities shall be made in accordance with Rule 144A only to persons reasonably believed to be Qualified Institutional Buyers and in compliance with applicable state securities laws of the United States, and such persons shall each be deemed to have represented and agreed as provided in the U.S. Private Placement Memorandum. Immediately prior to making any offer, the Underwriter, together with its U.S. Affiliates, had reasonable grounds to believe and did believe that each offeree was a Qualified Institutional Buyer, and, on the date hereof, the Underwriter, together with its U.S. Affiliates, continues to believe that each purchaser in the United States of Offered Securities is a Qualified Institutional Buyer.
6. All purchasers of the Offered Securities in the United States purchasing Offered Securities pursuant to Rule 144A or sell the Units so as to require the filing of a prospectus or registration statement with respect thereto or the provision of a contractual right of action or a statutory right of action another exemption under the laws of any jurisdiction or obligate U.S. Securities Act shall be informed by the Company to (A) take action to qualify any of its securities, (B) establish or maintain any office, director or officer in such jurisdictionUnderwriter, or (C) execute a general consent to services of process or register to do business in such jurisdictionits U.S. Affiliate, or otherwise subject that the Company to any reporting or other requirement in such jurisdiction other than reports that may be required to be filed in connection with the Offering;
(g) it has Offered Securities have not made, been and will not makebe registered under the U.S. Securities Act or any state securities laws and are being offered and sold to such purchasers in reliance on an exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A or another exemption thereunder and similar exemptions under state securities laws.
7. Each offeree in the United States has been or shall be provided by the Underwriter through its U.S. Affiliate with a U.S. Private Placement Memorandum and each purchaser will have received prior to the time of purchase of any Offered Securities the final U.S. Private Placement Memorandum, and the Underwriters have not used any other written materials. The U.S. Private Placement Memorandum shall be in a form mutually satisfactory to the Corporation and the Underwriters.
8. At closing, the Underwriters, together with their U.S. Affiliates selling Offered Securities in the United States, will require any Selling Firm provide a certificate, substantially in the form of Exhibit A to agree not to make, any representations or warranties about the Company or the Units;
(h) it will obtain from each Purchaser a duly completed and executed Subscription Agreement (including any applicable schedules and exhibits thereto) and other forms required under applicable Securities Laws that are provided to it by the Company for execution by Purchasers this Schedule relating to the issuance manner of the offer and sale of the Units; andOffered Securities in the United States, or will be deemed to have represented that they did not offer or sell Offered Securities in the United States.
9. At least one (i1) it is acquiring business day prior to the Broker Warrants as principal for its own account Closing Date, the Underwriters will provide the transfer agent of the Corporation with a list of all U.S. persons who purchased the Offered Securities, together with their addresses (including state of residence), the number of Offered Securities purchased and not the registration and delivery instructions for the benefit Offered Securities.
10. Neither such Underwriter, nor any of its affiliates, have taken or will take any other Person and is acquiring action that would constitute a violation of Regulation M under the Broker Warrants for investment only and not with U.S. Exchange Act.
11. Such Underwriter understands that all Offered Securities sold in the United States as part of this offering will bear a view legend to resale or distribution of the Broker Warrants and such Underwriter is an "accredited investor" as such term is defined effect contained in NI 45-106the U.S. Private Placement Memorandum.
Appears in 1 contract
Representations, Warranties and Covenants of the Underwriters. Each Underwriter The Underwriters hereby representsrepresent, warrants warrant and covenants covenant to the Company, Corporation and acknowledges acknowledge that the Company Corporation is relying upon such representations, warranties and covenants in connection with the Offeringcovenants, that:
(a1) it has been duly incorporated, or formed, and organized and is validly existing under the laws each of the jurisdiction in which it was incorporated or formed, as the case may be and no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of such Underwriter;
(b) it them has good and sufficient right and authority to enter into this Agreement and to complete the transactions contemplated under this Agreement and any other documents in connection with the Offering to which it is a party;
(c) it has complied and will comply, and shall require any Selling Firm to comply, with all applicable Securities Laws in connection with the sale of the Units, and shall offer the 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. Any Selling Firm appointed by such Underwriter shall be compensated by such Underwriter from its compensation hereunderforth herein;
(d2) it each of them has offered conducted and will offer, conduct and shall require any Selling Firm cause each member of the selling group to offer, for sale to potential Purchasers on a private placement basis and sell the Units only in the Selling Jurisdictions where they may be lawfully offered for sale and sold;
(e) it and conduct its representatives (including any Selling Firms) have not engaged in or authorized, and will not engage in or authorize, activity that would constitute "directed selling efforts" under Regulation S or any form of general solicitation or general advertising activities in connection with or in respect of arranging for the Units in any newspaper, magazine, printed media of general offering and regular paid circulation or any similar medium, or broadcast over radio, television or otherwise conducted any seminar or meeting concerning the offer or sale of the Units whose attendees have been invited by any general solicitation and, if applicable, the Over-Allotment Units, in compliance with all relevant laws and regulatory requirements and, without limitation, agrees that it will not offer or general advertising;
(f) it has not and will not: (i) provide prospective Purchasers with any document or other material that would constitute an offering memorandum within the meaning of applicable Securities Laws; or (ii) solicit offers cause to purchase or sell be offered the Units so or, if applicable, Over-Allotment Units in such a manner as to require the registration of the securities comprising the Units or, if applicable, Over-Allotment Units or to require the filing of a prospectus or registration statement with respect thereto any similar document in any Offering Jurisdiction or the provision of a contractual right of action or a statutory right of action under the laws of any jurisdiction or obligate the Company to (A) take action to qualify any of its securitiesUnited States, (B) establish or maintain any office, director or officer in such jurisdiction, or (C) execute a general consent to services of process or register to do business in such jurisdiction, or otherwise subject the Company and each agree that it will not deliver to any reporting prospective Purchaser any document or other requirement material that constitutes an offering memorandum as that term is defined in such jurisdiction other than reports that may be required to be filed in connection with the Offeringapplicable Securities Legislation;
(g3) it has not made, and will not make, and will require any Selling Firm to agree not to make, any representations or warranties about the Company or the Units;
(h) it each of them will obtain from each Purchaser a duly completed and of the Units and, if applicable, the Over-Allotment Units, an executed Subscription Agreement (including any applicable schedules in a form reasonably acceptable to the Corporation and exhibits thereto) and other forms required under applicable Securities Laws that are provided to it by the Company for execution by Purchasers Underwriters relating to the issuance transactions herein contemplated, together with all documentation as may be necessary in connection with subscriptions for Units and, if applicable, the Over-Allotment Units;
(4) each of them will refrain from advertising the Offering in printed media of general and sale regular paid circulation, including printed public media, radio, television or telecommunications, electronic display and the internet;
(5) each of them is an “accredited investor” within the meaning of Rule 45-501 of the UnitsOntario Securities Commission and is registered in each of the Offering Provinces as a dealer or underwriter, as applicable; and
(i6) it is acquiring the Broker Warrants as principal for its own account and not for the benefit of any other Person and is acquiring the Broker Warrants for investment only and not with a view to resale offer or distribution sale of the Broker Warrants and such Underwriter is an "accredited investor" as such term is defined Units and, if applicable, the Over-Allotment Units, in NI 45-106the United States or to U.S. persons will be made in accordance with Schedule “A” hereto.
Appears in 1 contract
Representations, Warranties and Covenants of the Underwriters. Each of the Underwriters acknowledges that the Offered Shares have not been and will not be registered under the U.S. Securities Act or the applicable securities laws of any state of the United States and may not be offered and sold except 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 Underwriter hereby represents, warrants and covenants to the Companyand with Yamana and Nomad, and acknowledges that the Company is relying upon will cause its U.S. Affiliates to comply with such representations, warranties and covenants in connection with the Offeringcovenants, that:
(a) it It has been duly incorporated, not offered or formedsold, and organized and is validly existing under will not offer or sell, any Offered Shares constituting part of its allotment within the laws of the jurisdiction United States, except as provided in which it was incorporated or formed, as the case may be and no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of such Underwriter;this Schedule “C”.
(b) It has not offered or sold and will not offer or sell the Offered Shares except (i) in an “offshore transaction” (as defined in Regulation S) and otherwise in accordance with Regulation S, or (ii) to QIBs in accordance with Rule 144A and in compliance with all applicable state securities laws. Accordingly, except as provided in clause (ii) of the preceding sentence, neither it nor its Affiliate(s) (including its U.S. Affiliate, as applicable), nor any persons acting on its or their behalf have made or will make (i) any offer to sell or any solicitation of an offer to buy, any Offered Shares to a person in the United States, (ii) any sale of Offered Shares 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 Underwriter, Affiliate or person acting on behalf of either reasonably believed that such purchaser was outside the United States, or (iii) any Directed Selling Efforts.
(c) It has good not entered and sufficient right and authority to will not enter into any contractual arrangement with respect to the offer and sale of the Offered Shares, except with its U.S. Affiliates, any investment dealers and brokers through which it may sell Offered Shares or any member of the selling group formed by them (each such person, a “Selling Firm”) or with the prior written consent of Yamana and Nomad. It shall require its U.S. Affiliate and each Selling Firm to agree, for the benefit of Yamana and Nomad, to comply with, and shall use its best efforts to ensure that its U.S. Affiliate and each Selling Firm complies with, the same provisions of this Agreement Schedule as apply to such Underwriter as if such provisions applied to its U.S. Affiliate and to complete such Selling Firm.
(d) All offers and sales of the transactions contemplated Offered Shares in the United States will be effected through one of its U.S. Affiliates in accordance with all applicable U.S. federal and state broker-dealer requirements. Such U.S. Affiliate is on the date hereof, and was on the date of each offer or sale of Offered Shares in the United States, a duly registered broker-dealer with the SEC and under this Agreement the securities laws of each state in which such offers and sales were made (unless exempt from the respective state’s broker-dealer registration requirements) and a member in good standing with the Financial Industry Regulatory Authority, Inc. (FINRA).
(e) It shall not engage in any form of General Solicitation or General Advertising or other documents communication or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act in connection with the Offering offer and sale of Offered Shares.
(f) It has not used and will not use any written material other than the U.S. Memorandum relating to the offering of the Offered Shares in the United States. Each offeree of Offered Shares in the United States has been or shall be provided with the U.S. Placement Memorandum (including a copy that includes the Prospectus and any Prospectus Amendment). Each purchaser of Offered Shares in the United States will have received, prior to the time of purchase of any Offered Shares, the U.S. Placement Memorandum (including a copy that includes the Prospectus and any Prospectus Amendment).
(g) Any offer, sale or solicitation of an offer to buy Offered Shares that has been made or will be made in the United States was or will be made only to persons reasonably believed by the Underwriter and its U.S. Affiliate to be QIBs, in accordance with Rule 144A.
(h) It will inform, and cause its U.S. Affiliates to inform, all purchasers of the Offered Shares in the United States that the Offered Shares have not been and will not be registered under the U.S. Securities Act or any applicable state securities laws and are being offered and sold to them in reliance upon the exemptions from the registration requirements of the U.S. Securities Act provided by Rule 144A and in accordance with all applicable state securities laws.
(i) Immediately prior to soliciting such offerees (including by delivery of the U.S. Placement Memorandum), the Underwriter, its U.S. Affiliate(s), and any person acting on its or their behalf had reasonable grounds to believe and did believe that each offeree in the United States was and is a QIB with whom they had a pre-existing relationship, acquiring the Offered Shares for its own account or for the account of one or more QIBs with respect to which it exercises sole investment discretion, and at the time of completion of each sale to a person in the United States, the Underwriter, its U.S. Affiliate(s), and any person acting on its or their behalf will have reasonable grounds to believe and will believe, that each such purchaser is a partyQIB.
(j) Prior to any sale of the Offered Shares in the United States, each purchaser thereof will be required to execute and deliver to the Underwriter and its U.S. Affiliate making such sale a QIB Investment Letter substantially in the form attached to the U.S. Placement Memorandum.
(k) At the Closing Time, it, together with its U.S. Affiliate selling Offered Shares in the United States, (i) will provide a certificate, in the form of Exhibit I to this Schedule “C”, relating to the manner of the offer and sale of the Offered Shares in the United States, or (ii) be deemed to have represented and warranted to Yamana and Nomad, as of the Closing Time, that it did not and will not offer or sell any of the Offered Shares in the United States.
(l) At least two business days prior to the Closing Date it will provide Yamana and Nomad with a list of all purchasers that are QIBs. In connection with the offer and sale in the United States, on a basis exempt from or not subject to registration under the U.S. Securities Act, of common shares (the “Offered Shares”) of Nomad Royalty Company Ltd. (the “Nomad”) by Yamana Gold Inc. (“Yamana”) in the United States pursuant to the Underwriting Agreement dated as of December 7, 2020 among Yamana, Nomad and the Underwriters named therein (the “Underwriting Agreement”), the undersigned together with its United States broker-dealer affiliate (the “U.S. Affiliate”) hereby certify as follows:
(i) each undersigned U.S. Affiliate of the undersigned Underwriter who offered or sold Offered Shares in the United States is duly registered as a broker or dealer under the U.S. Securities Exchange Act of 1934, as amended and the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc. on the date hereof and on the date of each offer and sale made in the United States;
(cii) it has complied and will complyeach offeree that was in the United States was provided with a copy of the U.S. Placement Memorandum for the offering of the Offered Shares in the United States, and shall require any Selling Firm to comply, with all applicable Securities Laws no other written material was used in connection with the offer to such offeree, and each purchaser of Offered Shares in the United States, prior to the sale of Offered Shares to such purchaser, was provided with a copy of the Units, and shall offer the 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. Any Selling Firm appointed by such Underwriter shall be compensated by such Underwriter from its compensation hereunderU.S. Placement Memorandum;
(diii) it has offered immediately prior to our offering of the Offered Shares to an offeree that was in the United States (including by delivery of the U.S. Placement Memorandum), we had reasonable grounds to believe and will offerdid believe that the offeree was a “Qualified Institutional Buyer” (as defined in Rule 144A (“Rule 144A”) under the U.S. Securities Act (a “QIB”)), acquiring the Offered Shares for its own account or for the account of one or more QIBs with respect to which such offeree exercises investment discretion and took reasonable steps to confirm that such offeree was a QIB, and shall require any Selling Firm on the date hereof, we continue to offer, for sale to potential Purchasers on a private placement basis and sell the Units only believe that each purchaser of Offered Shares in the Selling Jurisdictions where they may be lawfully offered United States is a QIB acquiring the Offered Shares for sale and soldits own account or for the account of one or more QIBs with respect to which such offeree exercises investment discretion;
(eiv) it and its representatives (including any Selling Firms) have not engaged in or authorized, and will not engage in or authorize, activity that would constitute "directed selling efforts" under Regulation S or any no form of general solicitation or general advertising (as those terms are used in connection with Regulation D under the U.S. Securities Act) was used by us, including, without limitation, advertisements, articles, notices or in respect of the Units other communications published in any newspaper, magazine, printed magazine or similar media of general and regular paid circulation or any similar medium, or broadcast over radio, television or otherwise conducted the internet, or any seminar or meeting concerning whose attendees had been invited by general solicitation or general advertising, in connection with the offer or sale of the Units whose attendees have been invited by any general solicitation or general advertisingOffered Shares in the United States;
(f) it has not and will not: (i) provide prospective Purchasers with any document or other material that would constitute an offering memorandum within the meaning of applicable Securities Laws; or (ii) solicit offers to purchase or sell the Units so as to require the filing of a prospectus or registration statement with respect thereto or the provision of a contractual right of action or a statutory right of action under the laws of any jurisdiction or obligate the Company to (A) take action to qualify any of its securities, (B) establish or maintain any office, director or officer in such jurisdiction, or (C) execute a general consent to services of process or register to do business in such jurisdiction, or otherwise subject the Company to any reporting or other requirement in such jurisdiction other than reports that may be required to be filed in connection with the Offering;
(g) it has not made, and will not make, and will require any Selling Firm to agree not to make, any representations or warranties about the Company or the Units;
(h) it will obtain from each Purchaser a duly completed and executed Subscription Agreement (including any applicable schedules and exhibits thereto) and other forms required under applicable Securities Laws that are provided to it by the Company for execution by Purchasers relating to the issuance and sale of the Units; and
(i) it is acquiring the Broker Warrants as principal for its own account and not for the benefit of any other Person and is acquiring the Broker Warrants for investment only and not with a view to resale or distribution of the Broker Warrants and such Underwriter is an "accredited investor" as such term is defined in NI 45-106.
Appears in 1 contract
Representations, Warranties and Covenants of the Underwriters. Each Underwriter hereby represents, severally and not jointly and severally represents and warrants and covenants to the Company, Corporation and acknowledges that the Company Corporation is relying upon such representations, warranties representations and covenants in connection with the Offeringwarranties, that:
(a) it has been duly incorporated, or formed, and organized and is validly existing under the laws in respect of the jurisdiction in which offer and sale of the Offered Units, it was incorporated or formed, as the case may be and no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of such Underwriterwill comply with all Applicable Securities Laws;
(b) it has good and sufficient right and authority to enter into this Agreement and to complete the transactions contemplated under this Agreement on the terms and any other documents in connection with the Offering to which it is a partyconditions set forth herein;
(c) it has complied and will comply, and shall require any Selling Firm to comply, with all applicable Securities Laws in connection with the sale of the Units, and shall offer the 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. Any Selling Firm appointed by such Underwriter shall be compensated by such Underwriter from its compensation hereunder;
(d) it has 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 only in the Selling Jurisdictions where they may be lawfully offered for sale and sold;
(e) it and its representatives (including any Selling Firms) have not engaged in or authorized, and will not engage in or authorize, activity that would constitute "directed selling efforts" under Regulation S or any form of general solicitation or general advertising in connection with or in respect of the Offered Units in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio, radio or television or otherwise conducted or conduct any seminar or meeting concerning the offer or sale of the Offered Units (including the Common Shares and Warrants comprising such Units) whose attendees have been invited by any general solicitation or general advertising;
(fd) it has not and will not: (i) provide prospective Purchasers with any document or other material that would constitute an offering memorandum within the meaning of applicable Securities Laws; or (ii) not solicit offers to purchase or sell the Offered Units so as to require the filing of a prospectus prospectus, registration statement, offering memorandum or registration statement similar document with respect thereto or the provision of a contractual right of action or a statutory right of action (as defined in Ontario Securities Commission Rule 14-501) under the laws of any jurisdiction or obligate the Company to (A) take action to qualify any of its securities, (B) establish or maintain any office, director or officer in such jurisdiction, including the United States or (C) execute a general consent to services of process or register to do business in such jurisdictionany state thereof, or otherwise subject that would result in the Company to Corporation having any reporting obligation under the U.S. Exchange Act;
(e) it will use reasonable commercial efforts to obtain from each purchaser an executed Subscription Agreement and will use their reasonable best efforts to obtain information from each purchaser required for the Corporation to complete, all other applicable forms, reports, undertakings and documentation required under Applicable Securities Laws or other requirement required by the Corporation, acting reasonably;
(f) it will offer and sell the Offered Units (including the Common Shares and Warrants comprising such Units) in such jurisdiction other than reports that may be required the United States and to, or for the account or benefit of, U.S. Persons only to be filed Qualified Institutional Buyers in connection compliance with the Offeringexemption from the registration requirements of the U.S. Securities Act provided by Rule 144A and similar exemptions under applicable state securities laws, and in the manner described in Schedule “A” to this Agreement;
(g) it has will conduct the offers and sales of the Offered Units (including the Common Shares and Warrants comprising such Units) in such a manner so as not madeto require registration thereof under the U.S. Securities Act or applicable state securities laws, and will not makeensure that offers of the Offered Units in the United States or to or for the account or benefit of U.S. Persons will be conducted by the Underwriters exclusively through a U.S. Affiliate in compliance with all other United States federal and state securities laws, including, without limitation, applicable laws and will require any Selling Firm to agree not to make, any representations or warranties about regulations governing the Company or the Unitsregistration and conduct of brokers and dealers;
(h) it will obtain from each Purchaser a duly completed and executed Subscription except as permitted under this Agreement (including Schedule “A” hereto), it will not offer or sell any applicable schedules Offered Units (including the Common Shares and exhibits theretoWarrants comprising such Units) and other forms required under applicable Securities Laws that are provided within the United States or to it by or for the Company for execution by Purchasers relating to the issuance and sale account or benefit of the Unitsa U.S. Person; and
(i) it is acquiring duly registered pursuant to the Broker Warrants as principal for its own account and not for the benefit provisions of any other Person Canadian Securities Laws, and is acquiring the Broker Warrants for investment only and not with a view to resale or distribution member in good standing of the Broker Warrants Investment Industry Regulatory Organization of Canada, and such is duly registered or licensed as investment dealers in those jurisdictions in which they are 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 act only through members of a selling group who are so registered or licensed. The representations and warranties of each Underwriter is an "accredited investor" contained in this Agreement shall be true at the Closing Time as such term is defined in NI 45-106though they were made at the Closing Time and they shall survive the completion of the transactions contemplated under this Agreement.
Appears in 1 contract
Samples: Underwriting Agreement
Representations, Warranties and Covenants of the Underwriters. Each Underwriter hereby of the Underwriters hereby, severally and not jointly nor jointly and severally, represents, warrants and covenants to the CompanyCorporation, and acknowledges that the Company Corporation is relying upon such representations, warranties and covenants in connection with the Offering, that:
(a) it has been duly incorporated, or formed, and organized and is validly existing under the laws of the jurisdiction in which it was incorporated or formed, as the case may be and no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of such Underwriter;
(b) it has good and sufficient right and authority to enter into this Agreement and to complete the transactions contemplated under this Agreement and any other documents in connection with the Offering to which it is a party;
(c) it is duly registered as a “dealer” in an appropriate category of dealer registration set out in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and, in the case of an underwriter, is authorized to act as an underwriter in the circumstances
(d) it has complied and will comply, and shall require any Selling Firm and will cause its U.S. Affiliate to comply, with all applicable Securities Laws in connection with the sale of the Units, and shall offer the 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. Any Selling Firm appointed by such Underwriter Agent shall be compensated by such Underwriter Agent from its compensation hereunder;
(de) it has 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 only in the Selling Jurisdictions where they may be lawfully offered for sale and sold;
(ef) it and its representatives (including any Selling Firms) have not engaged in or authorized, and will not engage in or authorize, activity that would constitute "“directed selling efforts" ” under Regulation S or any form of general solicitation or general advertising in connection with or in respect of the Units in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio, television or otherwise conducted any seminar or meeting concerning the offer or sale of the Units whose attendees have been invited by any general solicitation or general advertising;
(fg) it has not and will not: (i) provide prospective Purchasers with any document or other material that would constitute an offering memorandum within the meaning of applicable Securities Laws; or (ii) solicit offers to purchase or sell the Units so as to require the filing of a prospectus or registration statement with respect thereto or the provision of a contractual right of action (as defined in Ontario Securities Commission Rule 14-501) or a statutory right of action under the laws of any jurisdiction jurisdiction;
(h) it will not, will cause the U.S. Affiliate not to and will require any Selling Firm member to agree not to, directly or obligate indirectly, offer, solicit offers to purchase or sell the Company Units to (A) take action Purchasers so as to qualify require registration of the Units or filing of a prospectus or registration statement in respect thereof under the laws of any of its securities, (B) establish or maintain any office, director or officer in such jurisdiction, or (C) execute a general consent to services of process or register to do business in such jurisdiction, or otherwise subject the Company to any reporting or other requirement in such jurisdiction other than reports the Designated Jurisdictions, including, without limitation, the United States, and will cause the U.S. Affiliate and require any Selling Firm member to agree that may any offer or sale of Units in the United States or to, or for the account or benefit of, U.S. Persons will be required made either to be filed Qualified Institutional Buyers or Substituted U.S. Purchasers in connection accordance with the Offeringterms and conditions set out in Schedule “A”;
(gi) it has not made, and will not make, and will require any Selling Firm to agree not to make, any representations or warranties about the Company Corporation or the Units;
(hj) it and its U.S. Affiliate will obtain from each Purchaser a duly completed and executed Subscription Agreement (including any applicable schedules and exhibits thereto) and other forms required under applicable Securities Laws that are provided to it by the Company Corporation for execution by Purchasers relating to the issuance and sale of the Units; and;
(ik) it is acquiring the Broker Warrants as principal for its own account and not for the benefit of any other Person and is acquiring the Broker Warrants for investment only and not with a view to resale or distribution of the Broker Warrants and such Underwriter the Agent is an "“accredited investor" ” as such term is defined in NI 45-106;
(l) in relation to the issuance of the Broker Warrants to the Underwriters, each Underwriter, severally and not jointly with respect to the other Underwriters, hereby represents, warrants and acknowledges to the Corporation that: (i) the Broker Warrants and the underlying shares (the "Compensation Securities") have not been registered under the U.S. Securities Act and may not be offered or sold unless registered or pursuant to an exemption from such registration requirements; (ii) the Underwriter is not a U.S. Person, is not acting for the account or benefit of a U.S. Person, was not offered the Broker Warrants while in the United States and was outside the United States at the time this Agreement was executed and delivered; (iii) the Underwriter will not sell or otherwise transfer the Compensation Securities except outside the United States in accordance with Regulation S or into the United States or to, or for the account or benefit of a U.S. Person pursuant to registration of the Compensation Securities under the U.S. Securities Act or pursuant to an exemption from such registration requirements and in each case in compliance will any applicable securities laws of any state of the United States; and (iv) the Underwriter acknowledges and agrees that the Broker Warrants may not be exercised in the United States, or by or on behalf of a U.S. Person unless the Broker Warrants and underlying shares are registered under the U.S. Securities Act or there is an available exemption or exclusion from such registration requirements.
Appears in 1 contract
Samples: Underwriting Agreement
Representations, Warranties and Covenants of the Underwriters. Each of the Underwriters acknowledges that none of the Offered Units, Unit Shares, Warrants and Warrant Shares have been registered under the U.S. Securities Act and may be offered and sold within the United States or to, or for the account or benefit of, U.S. Persons or persons in the United States (other than persons excluded from the definition of "U.S. person" pursuant to Rule 902(k)(2)(vi) or Rule 902(k)(2)(j) of Regulation S) only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and state securities laws of any state, territory or possession of the United States ("state securities laws"). Accordingly, each Underwriter hereby represents, warrants and covenants to the Company, and acknowledges that the Company is relying upon such representations, warranties and covenants in connection with the Offering, Corporation that:
(a) it It has been duly incorporatednot offered and sold, and will not offer and sell, any Firm Units or Additional Units constituting part of its allotment, except (i) in an Offshore Transaction in accordance with Rule 903 of Regulation S, or formed(ii) in the United States or to, or for the account or benefit of, U.S. Persons as provided in paragraphs (b) through (o) below. Accordingly, none of the Underwriters, the U.S. Affiliates, any of their affiliates or any persons acting on their behalf has engaged or will engage in any Directed Selling Efforts with respect to the Firm Units or Additional Units.
(b) It has not entered into and will not enter into any contractual arrangement with respect to the Distribution of the Firm Units or Additional Units, except with its affiliates or the U.S. Affiliates without the prior written consent of the Corporation. It shall require each U.S. Affiliate and each other affiliate to agree, for the benefit of the Corporation, to comply with, and organized shall use its best efforts to ensure that each U.S. Affiliate and is validly existing each other affiliate complies with, the provisions of this Schedule D applicable to such Underwriter as if such provisions applied to such U.S. Affiliate or other affiliate, as applicable.
(c) All offers and sales of Firm Units and Additional Units in the United States or to, or for the account or benefit of, U.S. Persons shall be made through a U.S. Affiliate, which on the dates of all such offers and subsequent sales was and will be duly registered as a broker-dealer under the U.S. Exchange Act and under all applicable state securities laws of the jurisdiction United States (except where exempted from the respective state's broker-dealer registration requirements) and a member of, and in which it good standing with, the Financial Industry Regulatory Authority, Inc., in compliance with all applicable U.S. broker-dealer requirements. .
(d) In connection with offers and sales of Firm Units and Additional Units in the United States or to, or for the account or benefit of, U.S. Persons, none of it, its U.S. Affiliate, its other affiliates or any person acting on its or their behalf has engaged or will engage in (i) any form of General Solicitation or General Advertising, or (ii) any conduct in the United States involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.
(e) Any offer, sale or solicitation of an offer to buy Firm Units or Additional Units that has been made within the United States or to, or for the account or benefit of, U.S. Persons was incorporated or formedwill be made only (i) to Qualified Institutional Buyers, or (ii) to U.S. Accredited Investors, in each case on a "substituted purchaser" basis in compliance with Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable state securities laws, and who, in each case, is acquiring the Firm Units or Additional Units for its own account or for the account of a Qualified Institutional Buyer or a U.S. Accredited Investor, as the case may be, with respect to which it exercises sole investment discretion. Any sales of Firm Units or Additional Units made to Substituted Purchasers in the United States will be made directly by the Corporation to Qualified Institutional Buyers and U.S. Accredited Investors purchasing as Substituted Purchasers, and the Underwriter and its U.S. Affiliate shall act in the capacity as placement agent for such sales.
(f) Each U.S. Person offeree and each offeree in the United States shall be provided, prior to the time of purchase of any Firm Units or Additional Units, with a copy of the U.S. Private Placement Memorandum and no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of such Underwriter;
(b) it has good and sufficient right and authority to enter into this Agreement and to complete the transactions contemplated under this Agreement and any other documents written material will be used in connection with the Offering offer or sale of the Firm Units or Additional Units in the United States.
(g) Each U.S. Person offeree and each offeree in the United States shall be a Qualified Institutional Buyer or a U.S. Accredited Investor and it had a relationship with such offeree (with the exception of offerees that constitute part of the President's List Purchasers), prior to which the offer of the Firm Units or Additional Units to the offeree, such that it was in a position to determine that the offeree, or beneficial purchaser, if any, for whom the offeree is acting as trustee or agent, has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Firm Units or Additional Units, i.e., that it is a party;sophisticated investor.
(ch) At least one Business Day prior to the Closing Date and any Option Closing Date, it has complied will provide the transfer agent, the Corporation and its counsel with a list of each Purchaser of the Firm Units or Additional Units in the United States or who are, or are purchasing for the account or benefit of, a U.S. Person or that was offered Firm Units or Additional Units in the United States.
(i) At Closing Time and at any Option Closing Time, each Underwriter and U.S. Affiliate who made offers or sales of the Firm Units or Additional Units in the United States will comply(i) provide a certificate, substantially in the form of Exhibit A to this Schedule D, relating to the manner of the offer and sale of the Firm Units or Additional Units in the United States, and (ii) provide copies of (A) the U.S. Subscription Agreement executed by the U.S. Accredited Investors purchasing Firm Units or Additional Units, and/or (B) the QIB Letters executed by the Qualified Institutional Buyers purchasing Firm Units or Additional Units.
(j) At or prior to confirmation of the sale of the Firm Units or Additional Units, each Underwriter will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Firm Units or Additional Units from it during the Distribution Compliance Period a confirmation or notice to substantially the following effect: The securities covered hereby have not been registered under the U.S. Securities Act of 1933 (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, U.S. persons (as defined in Regulation S under the U.S. Securities Act) (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and closing date, except in either case in accordance with Regulation S under the U.S. Securities Act, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from the registration requirements of the U.S. Securities Act. In addition, prior to the expiration of the Distribution Compliance Period, all subsequent offers and sales of the Firm Units or Additional Units by such Underwriter shall require be made only in accordance with the provisions of Rule 903 or 904 of Regulation S; pursuant to a registration of the Firm Units or Additional Units under the U.S. Securities Act; or pursuant to an available exemption from the registration requirements of the U.S. Securities Act. Such Underwriter agrees to obtain substantially identical undertakings from each member of any Selling banking and selling group formed in connection with the distribution of the Firm Units or Additional Units contemplated hereby and to complycomply with the offering restriction requirements of Regulation S.
(k) All Firm Units or Additional Units sold to a U.S. Accredited Investor that is in the United States or that was offered Firm Units or Additional Units in the United States will bear a legend to the effect contained in the U.S. Private Placement Memorandum.
(l) Each Qualified Institutional Buyer has been advised that it must implement appropriate internal controls and procedures to ensure that such Firm Units, Additional Units or Warrant Shares, as applicable, shall be properly identified in the Corporation's records as restricted securities that are subject to the transfer restrictions set forth the QIB Letters notwithstanding the absence of a U.S. restricted legend or restricted CUSIP number.
(m) As of each Closing Date, with all applicable respect to Firm Units or Additional Units offered and sold hereunder in reliance on Rule 506(b) of Regulation D (the "Regulation D Securities"), none of it, its U.S. Affiliate, or any of its or its U.S. Affiliate's directors, executive officers, general partners, managing members or other officers participating in the offering of Regulation D Securities, the Underwriter's or its U.S. Affiliate's general partners' or managing members' directors, executive officers or other officers participating in the offering of the Regulation D Securities, or any other person associated with any of the above persons that has been or will be paid, directly or indirectly, remuneration for solicitation of purchasers of Regulation D Securities Laws pursuant to Rule 506(b) of Regulation D (each, a "Dealer Covered Person" and, together, "Dealer Covered Persons"), is subject to is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D (a "Disqualification Event"), except for a Disqualification Event (i) covered by Rule 506(d)(2)(i) of Regulation D and (ii) a description of which has been furnished in writing to the Corporation prior to the date hereof or, in the case of a Disqualification Event occurring after the date hereof, prior to the Closing Date. As of the Closing Date, it represents that it is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Units, and shall offer the 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. Any Selling Firm appointed by such Underwriter shall be compensated by such Underwriter from its compensation hereunder;any Regulation D Securities.
(dn) it has offered and will offerNone of it, and shall require any Selling Firm to offer, for sale to potential Purchasers on a private placement basis and sell the Units only in the Selling Jurisdictions where they may be lawfully offered for sale and sold;
(e) it and its representatives (including any Selling Firms) have not engaged in or authorized, and will not engage in or authorize, activity that would constitute "directed selling efforts" under Regulation S affiliates or any form person acting on its or their behalf has engaged or will engage, directly or indirectly, in any action in violation of general solicitation or general advertising Regulation M under the U.S. Exchange Act in connection with or in respect the offer and sale of the Units in any newspaperOffered Units.
(o) It acknowledges that until 40 days after the later of the commencement of the Offering and the Closing Date or date of closing of the Over-Allotment Option, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio, television or otherwise conducted any seminar or meeting concerning the an offer or sale of the Firm Units whose attendees have been invited within the United States by any general solicitation dealer (whether or general advertising;
(fnot participating in this Offering) it has not and will not: (i) provide prospective Purchasers with any document or other material that would constitute an offering memorandum within may violate the meaning of applicable Securities Laws; or (ii) solicit offers to purchase or sell the Units so as to require the filing of a prospectus or registration statement with respect thereto or the provision of a contractual right of action or a statutory right of action under the laws of any jurisdiction or obligate the Company to (A) take action to qualify any of its securities, (B) establish or maintain any office, director or officer in such jurisdiction, or (C) execute a general consent to services of process or register to do business in such jurisdiction, or otherwise subject the Company to any reporting or other requirement in such jurisdiction other than reports that may be required to be filed in connection with the Offering;
(g) it has not made, and will not make, and will require any Selling Firm to agree not to make, any representations or warranties about the Company or the Units;
(h) it will obtain from each Purchaser a duly completed and executed Subscription Agreement (including any applicable schedules and exhibits thereto) and other forms required under applicable Securities Laws that are provided to it by the Company for execution by Purchasers relating to the issuance and sale of the Units; and
(i) it U.S. Securities Act if such offer or sale is acquiring made otherwise than in accordance with an exemption from the Broker Warrants as principal for its own account and not for the benefit of any other Person and is acquiring the Broker Warrants for investment only and not with a view to resale or distribution registration requirement of the Broker Warrants and such Underwriter is an "accredited investor" as such term is defined in NI 45-106U.S. Securities Act.
Appears in 1 contract
Representations, Warranties and Covenants of the Underwriters.
(1) Each Underwriter hereby representsseverally, and not jointly, nor jointly and severally, represents and warrants and covenants to the CompanyCorporation, and acknowledges that the Company Corporation is relying upon such representations, representations and warranties and covenants in connection with the Offeringissue and sale of the Offered Securities to the Underwriters and the Purchasers and the Broker Warrants to each of the Underwriters, that:
(a) it has been duly incorporated, or formedeach of the Underwriters are, and organized and is validly existing under will remain so, until the laws completion of the jurisdiction in which Offering, appropriately registered under applicable Securities Laws so as to permit it was incorporated or formed, as the case may be and no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of such Underwriterto lawfully fulfill its obligations hereunder;
(b) it has the Underwriters have good and sufficient right and authority to enter into this Agreement and to complete the transactions contemplated under this Agreement on the terms and any other documents conditions set forth herein; and
(c) the Underwriters have not and will not, in connection with the Offering Offering, make any representation or warranty with respect to the Corporation or the Offered Securities except pursuant to (i) the Subscription Agreements; or (iii) any disclosure otherwise expressly authorized in writing by the Corporation.
(2) Each of the Underwriters hereby severally, and not jointly, nor jointly and severally, covenant and agree with the Corporation, and acknowledges that the Corporation is relying upon such covenants in connection with the issue and sale of the Offered Securities to the Underwriters and the Purchasers and the Broker Warrants to each of the Underwriters, that:
(a) it will conduct activities in connection with arranging for Purchasers in compliance with applicable Securities Laws and only solicit offers to purchase Offered Securities from such persons listed in such manner that, pursuant to applicable Securities Laws, no prospectus, registration statement or similar document needs to be delivered or filed, other than any prescribed reports of the issue and sale of the Offered Securities;
(b) it will not deliver to any prospective Purchaser any document or materials which it constitutes or is a partydeemed to be an offering memorandum under applicable Securities Laws;
(c) it has complied and will comply, and shall require any Selling Firm to comply, with all applicable Securities Laws in connection with the sale of the Units, and shall offer the 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. Any Selling Firm appointed by such Underwriter shall be compensated by such Underwriter from its compensation hereunder;
(d) it has 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 only in the Selling Jurisdictions where they may be lawfully offered for sale and sold;
(e) it and its representatives (including any Selling Firms) have not engaged in or authorized, and will not engage in directly or authorizeindirectly, activity that would constitute "directed selling efforts" under Regulation S or any form of general solicitation or general advertising in connection with or in respect of the Units in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio, television or otherwise conducted any seminar or meeting concerning the offer or sale of the Units whose attendees have been invited by any general solicitation or general advertising;
(f) it has not and will not: (i) provide prospective Purchasers with any document or other material that would constitute an offering memorandum within the meaning of applicable Securities Laws; or (ii) solicit offers to purchase or sell the Units Offered Securities or deliver any Offering Document to Purchasers so as to require registration of the Offered Securities or the filing of a prospectus or registration statement with respect thereto or to the provision of a contractual right of action or a statutory right of action under the laws of Offered Securities in any jurisdiction or obligate the Company to (A) take action to qualify any of its securities, (B) establish or maintain any office, director or officer in such jurisdiction, or (C) execute a general consent to services of process or register to do business in such jurisdiction, or otherwise subject the Company to any reporting or other requirement in such jurisdiction other than reports that may be required to be filed in connection with the OfferingOffering Jurisdictions, including without limitation, the United States;
(gd) it has not made, and will not make, and will require solicit offers to purchase or sell the Offered Securities in any Selling Firm to agree not to make, any representations or warranties about jurisdiction other than the Company or the UnitsOffering Jurisdictions;
(he) it will obtain from each Purchaser a an executed and duly completed and executed Subscription Agreement (including any applicable schedules in a form reasonably acceptable to the Corporation and exhibits thereto) and other forms required under applicable Securities Laws that are provided to it by the Company for execution by Purchasers Underwriters relating to the issuance and sale transactions herein contemplated, together with all documentation as may be necessary in connection with the distribution of the UnitsOffered Securities; and
(f) it will not use, disseminate or disclose to any third party (other than the Underwriters’ affiliates, partners, employees, agents, advisors and representatives in connection with their engagement hereunder), any confidential information of the Corporation or its Subsidiary (whether of an operations, contractual, business, financial or marketing nature) received in connection with, or pursuant to, the transactions contemplated by this Agreement (“Confidential Information”), provided that the Confidential Information does not include information that: (i) it is acquiring or becomes generally available to and known by the Broker Warrants as principal for its own account and not for public; (ii) is or was acquired by the benefit Underwriters from a third party free of any other Person and is acquiring the Broker Warrants for investment only and not with a view restrictions as to resale or distribution of the Broker Warrants and such Underwriter is an "accredited investor" as such term is defined in NI 45-106.its disclosure;
Appears in 1 contract
Samples: Underwriting Agreement
Representations, Warranties and Covenants of the Underwriters. Each of the Underwriters acknowledges that the Offered 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 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 Underwriter hereby represents, warrants and covenants to the Companyand with Franco-Nevada, and acknowledges that the Company is relying upon will cause its U.S. Affiliates to comply with such representations, warranties and covenants in connection with the Offeringcovenants, that:
(a) it It has been duly incorporated, not offered or formedsold, and organized and is validly existing under will not offer or sell, any Offered Shares constituting part of its allotment within the laws of the jurisdiction United States, except to QIBs in which it was incorporated or formed, accordance with Rule 144A as the case may be and no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of such Underwriter;provided in this Schedule “A”.
(b) (i) Neither it has good nor any of its U.S. Affiliate(s) nor any persons acting on its or their behalf have or will solicit offers for, or offer or sell, any Offered Shares by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(2) of the U.S. Securities Act; (ii) neither it nor any of its U.S. Affiliate(s) nor any persons acting on its or their behalf have offered or sold, nor will they offer or sell, any Offered Shares within the United States or to, or for the account or benefit of, U.S. Persons as part of its distribution except in accordance with Regulation S or Rule 144A; and sufficient right (iii) none of it nor any of its U.S. Affiliate(s) nor any persons acting on its or their behalf will engage in any Directed Selling Efforts with respect to the Offered Shares, and authority to enter into this Agreement and to complete the transactions contemplated under this Agreement each of it and any other documents in connection of its U.S. Affiliate(s) and any persons acting on its or their behalf has complied and will comply with the Offering to which it is a party;offering restriction requirements of Regulation S and Rule 144A.
(c) it It has complied not entered and will complynot enter into any contractual arrangement with respect to the distribution of the Offered Shares, and shall require except with its U.S. Affiliates, any Selling Firm to comply, with all applicable Securities Laws in connection or with the sale prior written consent of the Units, and shall offer the 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. Any Selling Firm appointed by such Underwriter shall be compensated by such Underwriter from its compensation hereunder;Franco-Nevada.
(d) it has offered All offers and will offer, and shall require any Selling Firm to offer, for sale to potential Purchasers on a private placement basis and sell sales of the Units only Offered Shares in the Selling Jurisdictions where they may United States will be lawfully offered for sale and sold;effected through one of its U.S. Affiliates in accordance with all applicable U.S. broker-dealer requirements.
(e) it Any U.S. Affiliate selling Offered Shares in the United States is a QIB and its representatives (including any Selling Firms) have not engaged in or authorizedis a member of, and will not engage in or authorizegood standing with, activity that would constitute "directed selling efforts" under Regulation S or any form of general solicitation or general advertising in connection with or in respect of the Units in any newspaperFinancial Industry Regulatory Authority, magazineInc., printed media of general and regular paid circulation or any similar medium, or broadcast over radio, television or otherwise conducted any seminar or meeting concerning on the offer or sale of the Units whose attendees have been invited by any general solicitation or general advertising;date hereof.
(f) it It has not used and will not: not use any written material other than the U.S. 144A Memorandum relating to the offering of the Offered Shares in the United States, and it agrees to deliver, through its U.S. Affiliates, a copy of the U.S. 144A Memorandum, (i) provide prospective Purchasers with any document or other material that would constitute an offering memorandum within including the meaning of applicable Securities Laws; or (ii) solicit offers to purchase or sell Preliminary Prospectus, the Units so as to require the filing of a prospectus or registration statement with respect thereto Amended and Restated Preliminary Prospectus, or the provision of a contractual right of action or a statutory right of action under Final Prospectus as necessary), to each person in the laws of any jurisdiction or obligate the Company to (A) take action to qualify any of its securities, (B) establish or maintain any office, director or officer in such jurisdiction, or (C) execute a general consent to services of process or register to do business in such jurisdiction, or otherwise subject the Company to any reporting or other requirement in such jurisdiction other than reports that may be required to be filed in connection with the Offering;United States purchasing Offered Shares.
(g) it has It will inform, and cause its U.S. Affiliate to inform, all purchasers of the Offered Shares in the United States that the Offered Shares have not made, been and will not make, be registered under the U.S. Securities Act and will require any Selling Firm are being offered and sold to agree not to make, any representations or warranties about them in reliance upon exemptions from the Company or the Units;
(h) it will obtain from each Purchaser a duly completed and executed Subscription Agreement (including any applicable schedules and exhibits thereto) and other forms required under applicable Securities Laws that are provided to it by the Company for execution by Purchasers relating to the issuance and sale registration requirements of the Units; and
(i) it is acquiring the Broker Warrants as principal for its own account and not for the benefit of any other Person and is acquiring the Broker Warrants for investment only and not with a view to resale or distribution of the Broker Warrants and such Underwriter is an "accredited investor" as such term is defined in NI 45-106U.S. Securities Act.
Appears in 1 contract
Representations, Warranties and Covenants of the Underwriters. Each Underwriter hereby and U.S. Affiliate jointly and not severally (but not jointly with any other Underwriter or its respective U.S. Affiliate), acknowledges, represents, warrants and covenants to the Company, and acknowledges that the Company is relying upon such representations, warranties and covenants in connection with the Offering, that:
(a) it has been duly incorporatedthe sale of the Securities in the United States will be made only by the Underwriters or their respective U.S. Affiliates, acting as agents, pursuant to Rule 144A to persons who are, or formedare reasonably believed by them to be, and organized and is validly existing under the Qualified Institutional Buyers, in compliance with any applicable state securities laws of the jurisdiction United States and such purchaser shall have made the representations, warranties and agreements set forth in which it was incorporated or formed, as the case may be and no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of such UnderwriterQIB Certificate;
(b) the Securities have not been and will not be registered under the 1933 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 1933 Act and applicable state securities laws. It has not offered and sold, and will not offer and sell, any Securities except to persons it reasonably believes to be Qualified Institutional Buyers and it has good not arranged for, and sufficient right will not arrange for, the offer and authority to enter into this Agreement and to complete sale by the transactions contemplated under this Agreement and Company of any other documents in connection with the Offering to which it is a partySecurities;
(c) it has complied and its affiliates, including its U.S. Affiliate, have not, either directly or through a person acting on its or their behalf, solicited and will complynot solicit offers for, and shall require have not offered to sell and will not offer to sell, any Selling Firm to comply, with all applicable Securities Laws in connection with the sale of the Units, and shall offer Securities in the Units for sale to potential Purchasers on United States by any form of General Solicitation or General Advertising or in any manner involving a private placement basis directly and through Selling Firms upon public offering within the terms and conditions set out in this Agreement. Any Selling Firm appointed by such Underwriter shall be compensated by such Underwriter from its compensation hereundermeaning of Section 4(a)(2) of the 1933 Act;
(d) it has offered not entered and will offernot enter into any contractual arrangement with respect to the distribution of the Securities, and shall require except with its U.S. Affiliate, any Selling Firm to offer, for sale to potential Purchasers on a private placement basis and sell selling group members or with the Units only in prior written consent of the Selling Jurisdictions where they may be lawfully offered for sale and soldCompany;
(e) it and its representatives (including any Selling Firms) have not engaged in or authorizedshall require each selling group member to agree, for the benefit of the Company, to comply with, and will not engage in or authorizeshall use its commercially reasonable efforts to ensure that each selling group member complies with, activity that would constitute "directed the provisions of this Schedule A applicable to the Underwriter as if such provisions applied to such selling efforts" under Regulation S or any form of general solicitation or general advertising in connection with or in respect of the Units in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio, television or otherwise conducted any seminar or meeting concerning the offer or sale of the Units whose attendees have been invited by any general solicitation or general advertisinggroup member;
(f) it has not all offers and sales of the Securities in the United States shall be made by the Underwriter through its U.S. Affiliate (which on the dates of such offers and sales was and will not: (i) provide prospective Purchasers with any document or other material that would constitute an offering memorandum within the meaning of applicable Securities Laws; or (ii) solicit offers to purchase or sell the Units so be duly registered as to require the filing of a prospectus or registration statement with respect thereto or the provision of a contractual right of action or a statutory right of action broker-dealer under the U.S. Exchange Act and under all applicable state securities laws of any jurisdiction or obligate and a member of, and in good standing with, the Company to (AFinancial Industry Regulatory Authority, Inc.) take action to qualify any of its securities, (B) establish or maintain any office, director or officer in such jurisdiction, or (C) execute a general consent to services of process or register to do business in such jurisdiction, or otherwise subject pursuant to Rule 15a-6 under the Company to any reporting or other requirement U.S. Exchange Act in such jurisdiction other than reports that may be required to be filed accordance with all applicable broker- dealer laws and in connection compliance with the Offeringthis Schedule A;
(g) it has not made, and will not make, and will require any Selling Firm each U.S. Affiliate offering the Securities to agree not Qualified Institutional Buyers pursuant to make, any representations or warranties about Rule 144A in the Company or the UnitsUnited States is a Qualified Institutional Buyer;
(h) it will obtain solicit (and will cause its U.S. Affiliate to solicit, as applicable) offers for the Securities in the United States only to, and it and they have offered and solicited only from each Purchaser and to persons it reasonably believes, and immediately prior to making any such offer, it had reasonable grounds to believe and did believe, to be Qualified Institutional Buyers;
(i) it will inform (and will cause its U.S. Affiliate to inform, as applicable) all purchasers of the Securities in the United States or who were offered Shares in the United States that the Securities have not been and will not be registered under the 1933 Act and are being offered and sold to such purchasers without registration under the 1933 Act in reliance upon Rule 144A and similar exemptions from applicable state securities laws, as applicable, and that the Securities are “restricted securities” and may not be exercised, offered, sold, pledged or otherwise transferred except pursuant to a registration statement under United States federal and state securities laws or an available exemption from such registration requirements and in compliance with the restrictions set forth in the documents and agreements governing such securities;
(j) prior to the Closing Time, it will deliver a duly completed and executed Subscription Agreement (including any applicable schedules and exhibits thereto) and other forms required under applicable Securities Laws that are provided QIB Certificate from each purchaser purchasing as a Qualified Institutional Buyer pursuant to it by the Company for execution by Purchasers relating to the issuance and sale of the UnitsRule 144A; and
(k) at Closing, it and its U.S. Affiliates will either (i) it is acquiring provide a certificate, substantially in the Broker Warrants form of Annex 1 to this Schedule A, or (ii) be deemed to have represented and warranted to the Company as principal for its own account and not for the benefit of any other Person and is acquiring the Broker Warrants for investment only and not with a view to resale or distribution of the Broker Warrants and such Underwriter is an "accredited investor" as such term is defined Closing Time that neither it nor they offered or sold any Securities in NI 45-106the United States.
Appears in 1 contract
Samples: Underwriting Agreement
Representations, Warranties and Covenants of the Underwriters. Each Underwriter hereby and U.S. Affiliate jointly and not severally (but not jointly with any other Underwriter or its respective U.S. Affiliate), acknowledges, represents, warrants and covenants to the Company, and acknowledges that the Company is relying upon such representations, warranties and covenants in connection with the Offering, that:
(a) it has been duly incorporatedthe sale of the Securities in the United States will be made only: (i) by the Underwriters or their respective U.S. Affiliates, acting as agents, pursuant to Rule 144A to persons who are, or formedare reasonably believed by them to be, and organized and is validly existing under the Qualified Institutional Buyers, in compliance with any applicable state securities laws of the jurisdiction United States and such purchaser shall have made the representations, warranties and agreements set forth in the QIB Certificate or (ii) by the Company pursuant to Section 4(a)(2) of the 1933 Act and similar exemptions from applicable state securities laws to Substituted Purchasers arranged by the Underwriters or their U.S. Affiliates that are Institutional Accredited Investors with which it was incorporated or formedits U.S. Affiliate has a pre-existing substantive relationship and such Substituted Purchaser shall have made the representations, as warranties and agreements set forth in the case may be and no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of such UnderwriterU.S. Subscription Agreement;
(b) the Securities have not been and will not be registered under the 1933 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 1933 Act and applicable state securities laws. It has not offered and sold, and will not offer and sell, any Securities except to persons it reasonably believes to be Qualified Institutional Buyers and it has good not arranged for, and sufficient right will not arrange for, the offer and authority sale by the Company of any Securities except to enter into this Agreement and to complete the transactions contemplated under this Agreement and any other documents in connection Substituted Purchasers that are Institutional Accredited Investors with the Offering to which it is or its U.S. Affiliate has a partypre-existing substantive relationship;
(c) it has complied and its affiliates, including its U.S. Affiliate, have not, either directly or through a person acting on its or their behalf, solicited and will complynot solicit offers for, and shall require have not offered to sell and will not offer to sell, any Selling Firm to comply, with all applicable Securities Laws in connection with the sale of the Units, and shall offer Securities in the Units for sale to potential Purchasers on United States by any form of General Solicitation or General Advertising or in any manner involving a private placement basis directly and through Selling Firms upon public offering within the terms and conditions set out in this Agreement. Any Selling Firm appointed by such Underwriter shall be compensated by such Underwriter from its compensation hereundermeaning of Section 4(a)(2) of the 1933 Act;
(d) it has offered not entered and will offernot enter into any contractual arrangement with respect to the distribution of the Securities, and shall require except with its U.S. Affiliate, any Selling Firm to offer, for sale to potential Purchasers on a private placement basis and sell selling group members or with the Units only in prior written consent of the Selling Jurisdictions where they may be lawfully offered for sale and soldCompany;
(e) it and its representatives (including any Selling Firms) have not engaged in or authorizedshall require each selling group member to agree, for the benefit of the Company, to comply with, and will not engage in or authorizeshall use its commercially reasonable efforts to ensure that each selling group member complies with, activity that would constitute "directed the provisions of this Schedule A applicable to the Underwriter as if such provisions applied to such selling efforts" under Regulation S or any form of general solicitation or general advertising in connection with or in respect of the Units in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio, television or otherwise conducted any seminar or meeting concerning the offer or sale of the Units whose attendees have been invited by any general solicitation or general advertisinggroup member;
(f) it has not all offers and sales of the Securities in the United States shall be made by the Underwriter through its U.S. Affiliate (which on the dates of such offers and sales was and will not: (i) provide prospective Purchasers with any document or other material that would constitute an offering memorandum within the meaning of applicable Securities Laws; or (ii) solicit offers to purchase or sell the Units so be duly registered as to require the filing of a prospectus or registration statement with respect thereto or the provision of a contractual right of action or a statutory right of action broker-dealer under the U.S. Exchange Act and under all applicable state securities laws of any jurisdiction or obligate and a member of, and in good standing with, the Company to (AFinancial Industry Regulatory Authority, Inc.) take action to qualify any of its securities, (B) establish or maintain any office, director or officer in such jurisdiction, or (C) execute a general consent to services of process or register to do business in such jurisdiction, or otherwise subject pursuant to Rule 15a-6 under the Company to any reporting or other requirement U.S. Exchange Act in such jurisdiction other than reports that may be required to be filed accordance with all applicable broker- dealer laws and in connection compliance with the Offeringthis Schedule A;
(g) it has not made, and will not make, and will require any Selling Firm each U.S. Affiliate offering the Securities to agree not Qualified Institutional Buyers pursuant to make, any representations or warranties about Rule 144A in the Company or the UnitsUnited States is a Qualified Institutional Buyer;
(h) it will obtain solicit (and will cause its U.S. Affiliate to solicit, as applicable) offers for the Securities in the United States only to, and it and they have offered and solicited only from each Purchaser and to (i) Substituted Purchasers that are Institutional Accredited Investors with which it or its U.S. Affiliate has a pre-existing substantive relationship in accordance with the exemption from registration under the 1933 Act afforded by Section 4(a)(2) of the 1933 Act and similar exemptions from applicable state securities laws, or (ii) persons it reasonably believes, and immediately prior to making any such offer, it had reasonable grounds to believe and did believe, to be Qualified Institutional Buyers;
(i) it will inform (and will cause its U.S. Affiliate to inform, as applicable) all purchasers of the Securities in the United States or who were offered Shares in the United States that the Securities have not been and will not be registered under the 1933 Act and are being offered and sold to such purchasers without registration under the 1933 Act in reliance upon either Rule 144A or Section 4(a)(2) of the 1933 Act and similar exemptions from applicable state securities laws, as applicable, and that the Securities are “restricted securities” and may not be exercised, offered, sold, pledged or otherwise transferred except pursuant to a registration statement under United States federal and state securities laws or an available exemption from such registration requirements and in compliance with applicable legends set forth on such securities and the restrictions set forth in the documents and agreements governing such securities;
(j) prior to the Closing Time, it will deliver (i) a duly completed and executed QIB Certificate from each purchaser purchasing as a Qualified Institutional Buyer pursuant to Rule 144A or (ii) a duly completed and executed U.S. Subscription Agreement (including any applicable schedules and exhibits theretofrom each purchaser purchasing as an Institutional Accredited Investor pursuant to Section 4(a)(2) and other forms required under applicable Securities Laws that are provided to it by the Company for execution by Purchasers relating to the issuance and sale of the Units1933 Act and similar exemptions from applicable state securities laws; and
(k) at Closing, it and its U.S. Affiliates will either (i) provide a certificate, substantially in the form of Annex 1 to this Schedule A, or (ii) be deemed to have represented and warranted to the Company as of the Closing Time that neither it is acquiring nor they offered or sold any Securities in the Broker Warrants United States. In connection with the private placement of Offered Shares (the “Offered Shares”) of Trulieve Cannabis Corp. (the “Corporation”) in the United States, the undersigned, being one of the several Underwriters referred to in the underwriting agreement dated as principal of September ⚫, 2020, among the Corporation and the Underwriters (the “Underwriting Agreement”), and the placement agent in the United States for its own account such Underwriter (the “U.S. Affiliate”), do hereby certify that:
1. the U.S. Affiliate is, and not for was on the benefit date of any other Person each offer and sale of Offered Shares in the United States, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and under the laws of each state in which such offer or sale was made (unless exempted from the respective state’s broker-dealer registration requirements), and is acquiring a member of, and in good standing with, the Broker Warrants for investment only Financial Industry Regulatory Authority, Inc., and not with a view to resale or distribution all offers and sales of the Broker Warrants Securities in the United States have been and such Underwriter is will be effected by the U.S. Affiliate in accordance with all U.S. broker-dealer requirements;
2. we acknowledge that the Securities have not been registered under the 1933 Act or any applicable state securities laws and may not be offered or sold within the United States except pursuant to an "accredited investor" as such term is defined in NI 45-106.available exemption from the registration requirements of the 1933 Act and applicable state securities laws;
3. neither we nor our representatives have utilized, and neither we nor our representatives will utilize, any form of General Solicitation or General Advertising;
Appears in 1 contract
Samples: Underwriting Agreement
Representations, Warranties and Covenants of the Underwriters. Each Underwriter hereby The Underwriters (on their own behalf and on behalf of their respective U.S. Placement Agents) severally, but not jointly or jointly and severally, acknowledge that the Debentures and the Underlying 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, sold or delivered, directly or indirectly, to any U.S. Person or any person within the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, each of the Underwriters (on its own behalf and on behalf of its respective U.S. Placement Agent) severally, but not jointly or jointly and severally, represents, warrants and covenants to the CompanyCorporation, as of the date hereof and as of the Closing Date, and acknowledges that the Company is relying upon will cause its U.S. Placement Agent to comply with such representations, warranties and covenants in connection with the Offeringcovenants, that:
(a) it 1. It has been duly incorporatedoffered and sold, and will offer and sell, the Debentures forming part of its allotment only in an Offshore Transaction in accordance with Rule 903 of Regulation S, or formedas provided in this Schedule “A”. Accordingly, and organized and is validly existing under the laws of the jurisdiction in which it was incorporated or formed, as the case may be and no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing the dissolution or winding up none of such Underwriter;, 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 Debentures to any U.S. Person or person in the United States; (ii) any sale of Debentures 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 Underwriter, 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 (iii) any Directed Selling Efforts in the United States with respect to the Debentures.
(b) 2. Any offer, sale or solicitation of an offer to buy Debentures that has been made or will be made by it has good or its U.S. Placement Agent in the United States was or will be made only to persons reasonably believed by it and sufficient right and authority its U.S. Placement Agent to enter into this Agreement and to complete be Qualified Institutional Buyers purchasing Debentures for their own accounts or for the transactions contemplated under this Agreement and any other documents in connection account of one or more Qualified Institutional Buyers with the Offering respect to which it is a party;they exercise sole investment discretion in transactions that are exempt from registration under the U.S. Securities Act and applicable U.S. state securities laws.
(c) it has complied and will comply, and shall require any Selling Firm to comply, with all applicable Securities Laws in connection with the sale of the Units, and shall offer the 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 Agreement3. Any Selling Firm appointed by such Underwriter shall be compensated by such Underwriter from its compensation hereunder;
(d) it It has 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 only in the Selling Jurisdictions where they may be lawfully offered for sale and sold;
(e) it and its representatives (including any Selling Firms) have not engaged in or authorized, and will not engage in or authorizeoffer and sell, activity that would constitute "directed selling efforts" under Regulation S or any form of general solicitation or general advertising in connection with or in respect the Debentures forming its part of the Units allotment in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio, television or otherwise conducted any seminar or meeting concerning the offer or sale of the Units whose attendees have been invited by any general solicitation or general advertising;
(f) it has not and will not: (i) provide prospective Purchasers with any document or other material that would constitute an offering memorandum within the meaning of United States only pursuant to applicable Securities Laws; or (ii) solicit offers to purchase or sell the Units so as to require the filing of a prospectus or exemptions from registration statement with respect thereto or the provision of a contractual right of action or a statutory right of action under the laws of any jurisdiction or obligate the Company to (A) take action to qualify any of its securities, (B) establish or maintain any office, director or officer in such jurisdiction, or (C) execute a general consent to services of process or register to do business in such jurisdiction, or otherwise subject the Company to any reporting or other requirement in such jurisdiction other than reports that may be required to be filed in connection with the Offering;
(g) it has not made, and will not make, and will require any Selling Firm to agree not to make, any representations or warranties about the Company or the Units;
(h) it will obtain from each Purchaser a duly completed and executed Subscription Agreement (including any applicable schedules and exhibits thereto) and other forms required under applicable Securities Laws that are provided to it by the Company for execution by Purchasers relating to the issuance and sale of the Units; and
U.S. state securities (ior blue sky) it is acquiring the Broker Warrants as principal for its own account and not for the benefit of any other Person and is acquiring the Broker Warrants for investment only and not with a view to resale or distribution of the Broker Warrants and such Underwriter is an "accredited investor" as such term is defined in NI 45-106laws.
Appears in 1 contract
Samples: Underwriting Agreement
