Restrictions on Offerings. The Corporation agrees that, from the date hereof and ending on the date that is 90 days following the Closing Date, it will not offer, or announce the offering of, or make or announce any agreement to issue, sell, or exchange Common Shares or securities convertible or exchangeable into Common Shares without the prior consent of the Underwriter, not to be unreasonably withheld, except in connection with: (i) exercise of stock options and other similar issuances pursuant to the existing employee share purchase plan of the Corporation and other share compensation arrangements outstanding as of the date hereof; (ii) warrants outstanding as of the date hereof; (iii) the conversion of the Class B Shares, or (iv) as full or partial consideration for a bona fide, arm’s length acquisition by the Corporation. In addition, the Corporation shall use reasonable efforts to cause its executive officers and directors to enter into agreements on terms and conditions satisfactory to the Underwriter in which they will covenant and agree that they will not, for a period commencing on the date hereof and ending 90 days following the Closing Date, directly or indirectly, offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with, or publicly announce any intention to offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap or enter into any agreement to transfer the economic consequences of, or otherwise dispose of or deal with, whether through the facilities of a stock exchange, by private placement or otherwise, any common shares of the Corporation held by them, directly or indirectly, without first obtaining the written consent of the Underwriter, which consent will not be unreasonably withheld or delayed, and will not be withheld upon the occurrence of a take-over bid or similar transaction involving a change of control of the Underwriter.
Restrictions on Offerings. The Trust agrees that, prior to 90 days after the Closing Date, it shall not, directly or indirectly, sell or offer to sell any Trust Units, or otherwise issue, lend, transfer or dispose of any securities exchangeable, convertible or exercisable into Trust Units or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Trust Units, whether any such transaction is settled by delivery of Trust Units or other such securities, in cash or otherwise, or announce any intention to do any of the foregoing, without the consent of BMO Xxxxxxx Xxxxx Inc. and CIBC World Markets Inc. on behalf of the Underwriters, and after consultation with the other Underwriters, which consent may not be unreasonably withheld (provided that the foregoing will not restrict the Trust from granting incentive rights to acquire Trust Units to directors, officers, employees and other service providers of the Administrator pursuant to the Trust Unit Incentive Plan of the Trust or issuing Trust Units pursuant to such incentive rights, pursuant to the Bonus Rights Plan or issuing Trust Units pursuant to such bonus rights (provided that at such time the Bonus Rights Plan has been approved by the TSX and Unitholders in the manner contemplated by the policies of the TSX), pursuant to the Trust's Distribution Reinvestment and Optional Trust Unit Purchase Plan, pursuant to conversion of the 8% Debentures, pursuant to conversion of the Second Debentures or on the conversion or exchange of any Firm Debentures).
Restrictions on Offerings. 16.1 Other than in connection with the Offering and the U.S. Offering, the Corporation agrees that for a period ending 120 days after the Closing Date, it shall not sell or issue, or negotiate or enter into any agreement to sell or issue or announce an intention to do so, any Common Shares or any securities exchangeable, convertible or exercisable into Common Shares without the consent of the Agent, such consent not to be unreasonably withheld; provided that the foregoing will not restrict the Corporation from granting options pursuant to the Corporation's incentive stock option plan or the issuance of Common Shares on the exercise of such options or the issuance of Common Shares under any Outstanding Convertible Securities.
Restrictions on Offerings. The Corporation covenants and agrees with the Underwriters that the Corporation will not, directly or indirectly, during the period commencing the date of this agreement and ending on the day which is 90 days following the Closing Date, without the prior written consent of the TD Securities Inc., on behalf of the Underwriters, (which consent will not be unreasonably withheld), (i) offer, issue, secure, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise lend, transfer or dispose of, directly or indirectly, any Common Shares, or any securities convertible into or exercisable or exchangeable for Common Shares, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Shares, whether any such transaction described in clauses (i) or (ii) is to be settled by delivery of Common Shares, other securities or cash or otherwise or (iii) announce any intention to effect any of the foregoing, provided that notwithstanding the foregoing the Corporation may (A) grant stock options pursuant to the Corporation’s existing stock option plan or issue securities pursuant to bona fide compensation arrangements to or for the benefit of employees, consultants and directors (not in excess of the number of options allowable under the rules of the Exchange) and issue shares to the holders thereof or to holders of other stock options existing to the date hereof, (B) issue securities in connection with the exchange, transfer, conversion, or exercise rights of existing outstanding securities or existing commitments to issue securities.
Restrictions on Offerings. The Trust agrees that, prior to 90 days after the Closing Date except in respect of Trust Units issued on conversion of the 8.25% Debentures, the 9% Debentures, the 10% Debentures, the 7.75% Debentures, the 7.50% Debentures, Exchangeable Shares or upon the exercise of trust unit incentive rights, it shall not, directly or indirectly, sell or offer to sell any Trust Units, or otherwise lend, transfer or dispose of any securities exchangeable, convertible or exercisable into Trust Units or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Trust Units, whether any such transaction is settled by delivery of Trust Units or other such securities, in cash or otherwise, or announce an intention to do any of the foregoing without the consent of Scotia Capital Inc., such consent not to be unreasonably withheld.
Restrictions on Offerings. The Corporation agrees not to directly or indirectly: (a) offer, issue, pledge, sell, or contract to sell, announce any intention to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise lend, transfer or dispose of, directly or indirectly, any Common Shares or securities convertible into or exchangeable for Common Shares (other than for purposes of directors', officers' or employee incentive plans or share compensation arrangements or to satisfy existing instruments issued at the date hereof); or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Shares, whether any such transaction described in (a) or (b) above is settled by delivery of Common Shares or other such securities of the Corporation, in cash or otherwise, for a period of ending 90 days after the Closing Date without the prior written consent of the Lead Underwriter on behalf of the Underwriters, such consent not to be unreasonably withheld.
Restrictions on Offerings. The Corporation agrees that, from the date hereof to the date that is 120 days after the Closing Date, it shall not issue or announce any intention to issue or enter into any agreements to issue any Common Shares or securities, convertible or exchangeable into Common Shares without the consent of the Underwriter such consent not to be unreasonably withheld. These restrictions do not apply to currently outstanding stock options, options issued pursuant to the existing stock option plan (so long as they do not exceed 10% of the outstanding number of Common Shares) and the warrants described herein that are outstanding on the Closing Date. The Corporation hereby irrevocably grants to the Underwriter a right of first refusal to act as the Corporation's lead agent or underwriter, as the case may be, in any public or private financing of the Corporation which involves an agent or underwriter (a "Financing") for a period of 12 months from the Closing Date. If the Corporation wishes to effect a Financing during such period, it shall provide the Underwriter with written notice thereof setting forth the proposed terms thereof, including the proposed terms and conditions relative to the compensation of the agent or underwriter, as the case may be, and the Underwriter shall have five Business Days after receipt of such notice within which to notify the Corporation of its election to exercise its rights hereunder. If the Underwriter elects not to exercise its rights hereunder (and the failure of the Underwriter to notify the Corporation of its election to exercise its right hereunder within such five Business Days will be deemed to be an election not to exercise its right hereunder) or the Corporation and the Underwriter are unable to agree to the terms of a proposed Financing within such period, then the Corporation may proceed with the Financing through any other agent or underwriter, as the case may be, and without the Underwriter's participation provided that the terms and conditions of such Financing are not less favourable to the Corporation and the terms and conditions relative to the compensation of the agent or underwriter, as the case may be, are not more favourable, to such agent or underwriter, as the case may be, than the terms and conditions proposed by the Corporation to the Underwriter. If the Financing is completed, the right of first refusal granted under this Section 12 shall expire.
Restrictions on Offerings. 17.1 The Corporation and the Sponsor agree not to, without the prior written consent of the Underwriter (which consent shall not be unreasonably withheld or delayed): (i) issue, offer, sell (including without limitation, any short sale), contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of or transfer, directly or indirectly, any securities of the Corporation or any subsidiary of or successor to the Corporation or (ii) publicly announce an intention to do any of the foregoing, in each case until after the closing of the qualifying transaction other than as disclosed in the Prospectus and/or in connection with a qualifying transaction.
Restrictions on Offerings. The Corporation covenants and agrees with the Agent that the Corporation will not, directly or indirectly, during the period commencing the date of this Agreement and ending on the day which is 90 days following the Closing Date, without the prior written consent of the Agent (which consent will not be unreasonably withheld), (i) offer, issue, secure, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise lend, transfer or dispose of, directly or indirectly, any Common Shares, or any securities convertible into or exercisable or exchangeable for Common Shares, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Shares, whether any such transaction described in clauses (i) or (ii) is to be settled by delivery of Common Shares, other securities or cash or otherwise or (iii) announce any intention to effect any of the foregoing, provided that notwithstanding the foregoing the Corporation may (A) grant stock options pursuant to the Corporation's existing stock option plan or issue securities pursuant to bona fide compensation arrangements to or for the benefit of employees, consultants and directors (not in excess of the number of options allowable under the rules of the Exchange) and issue shares to the holders thereof or to holders of other stock options existing to the date hereof, (B) issue securities in connection with the exchange, transfer, conversion, or exercise rights of existing outstanding securities or existing commitments to issue securities including pursuant to the October 28 Agency Agreement, and (C) issue up to U.S.$20,000,000 of Common Shares.
Restrictions on Offerings. The Corporation will not issue, or announce any intention to issue, any shares from treasury or financial instruments convertible or exercisable into shares, for the purposes of a public or private offering for a period of 90 days after the Closing Date without the prior written consent of the Lead Underwriters, such consent not to be unreasonably withheld. These restrictions do not apply to the exercise of stock options or outstanding share purchase warrants or to future grants of stock options during such period, provided that such options do not exceed, in the aggregate, 10% of the issued and outstanding common shares of the Corporation at the time of grant.
