Sale on Exempt Basis. The Agents shall offer for sale and sell the Offered Securities pursuant to the Offering in the Selling Jurisdictions on a “private placement” basis in compliance with all Applicable Securities Laws such that each of the offer and sale of the Offered Securities do not obligate the Company to file a prospectus, a registration statement or other offering document with any Securities Regulator under Applicable Securities Laws.
Sale on Exempt Basis. The Company understands that, although the offer to act as underwriters with respect to the Subscription Receipts is made hereunder by the Underwriters to the Company as purchasers, the Underwriters shall have the right to and shall use their commercially reasonable efforts to arrange for the Subscription Receipts to be purchased by the Purchasers:
(i) in the Designated Provinces on a private placement basis in compliance with Canadian Securities Laws such that the offer and sale of the Subscription Receipts does not obligate the Company to file a prospectus;
(ii) in the United States that are Qualified Institutional Buyers pursuant to the representations, warranties, acknowledgments, agreements and covenants of the Company, the Underwriters and the U.S. Placement Agents contained in Schedule “A” hereto; and
(iii) in such other jurisdictions as consented to by the Company on a private placement basis in compliance with all applicable securities laws of such other jurisdictions provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect to the Company in such other jurisdictions and the Company does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictions.
Sale on Exempt Basis. The Agents shall use their commercially reasonable “best efforts” to arrange for the purchase of the Special Warrants and the Private Placement Units:
(i) in the Qualifying Jurisdictions on a private placement basis in compliance with applicable U.S. Securities Laws and Canadian Securities Laws;
(ii) in the United States and to, or for the account or benefit of, U.S. Persons that are Qualified Institutional Buyers or U.S. Accredited Investors in compliance with Section 8 hereto; and
(iii) in such other Designated Jurisdictions as may be agreed upon between the Corporation and the Agents, on a private placement basis in compliance with all applicable Securities Laws of such other Designated Jurisdictions provided that no prospectus, registration statement or similar document is required to be filed in such Designated Jurisdiction, no registration or similar requirement would apply with respect to the Corporation in connection with the Offering in such other Designated Jurisdiction and the Corporation does not become subject to ongoing continuous disclosure obligations in such other Designated Jurisdictions.
Sale on Exempt Basis. The Agents shall use their “best efforts” to arrange for the purchase of the Special Warrants:
(i) in the Qualifying Jurisdictions on a private placement basis in compliance with applicable Canadian Securities Laws;
(ii) in the United States and to, or for the account or benefit of, U.S. Persons that are Qualified Institutional Buyers or Accredited Investors in compliance with Schedule “A” hereto; and
(iii) in such other Designated Jurisdictions as may be agreed upon between the Corporation and the Agents, on a private placement basis in compliance with all applicable Securities Laws of such other Designated Jurisdictions provided that no prospectus, registration statement or similar document is required to be filed in such Designated Jurisdiction, no registration or similar requirement would apply with respect to the Corporation in connection with the Offering in such other Designated Jurisdiction and the Corporation does not become subject to ongoing continuous disclosure obligations in such other Designated Jurisdictions.
Sale on Exempt Basis. The Agent shall offer for sale the Units comprising the Offering on behalf of the Corporation:
(i) in the Qualifying Jurisdictions in compliance with all applicable Securities Laws and in such other jurisdictions outside of Canada agreed to by the Corporation; and
(ii) only to such Purchasers and in such manner so that the sale of the Units to such Purchasers is exempt from any prospectus or offering memorandum filing or delivery requirement or similar requirement of applicable securities laws and is otherwise in compliance with all applicable Securities Laws and all applicable securities laws of such other jurisdictions.
Sale on Exempt Basis. The Agent shall:
a. offer for sale and sell the Units in Canada only in the Offering Provinces in compliance with all applicable Canadian Securities Laws or outside of Canada in compliance with applicable laws provided that any offer or sale in any jurisdiction other than an Offering Province shall be effected in a manner exempt from the applicable prospectus or registration requirements under the securities legislation of the jurisdiction in which such Purchaser resides;
b. offer for sale and sell the Units in the United States only through a U.S. registered broker-dealer affiliate of the Agent pursuant to Rule144A promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933 (United States), as amended in accordance with the appropriate exemptions set forth in Schedule "A" attached hereto provided that no such action on the part of the Agent shall in any way oblige the Corporation to register the Units under the Securities Act of 1933 (United States), as amended;
c. offer for sale and sell the Units only to such Purchasers and in such manner so that, pursuant to the provisions of applicable Canadian Securities Laws, no prospectus or offering memorandum need be filed or delivered in connection therewith;
d. not offer for sale or sell the Units in any jurisdiction where the Corporation may be subject to liability in connection with the sale of the Units which is materially more onerous than the liability to which it may be subject under the laws of the Offering Provinces; and
e. obtain from each Purchaser an executed Subscription Agreement.
Sale on Exempt Basis. 4.1 The Agents shall offer for sale and sell the FT Units in the Offering Jurisdictions as follows:
(a) in each of the Canadian Offering Jurisdictions by way of private placement to Purchasers who are “accredited investors” pursuant to NI 45-106, or pursuant to other available exemptions under applicable Securities Laws as agreed to by the Issuer and the Agent;
(b) in those jurisdictions outside of Canada and the United States as may be determined by the Issuer and the Agent (each acting reasonably) pursuant to relevant prospectus or registration exemptions in accordance with applicable Securities Laws in those jurisdictions, in a manner such that the offer and sale of the FT Units does not obligate the Issuer to file a prospectus, a registration statement or other offering document or deliver an offering memorandum or other offering document under applicable Securities Laws, and does not require the Issuer to become subject to any continuous or ongoing disclosure requirements of those jurisdictions; and
(c) The certificates or ownership statements, if any, issued to a Canadian resident pursuant to the “accredited investor” exemption or ‘minimum amount” exemption under NI 45-106, representing FT Shares, FT Warrants, Warrant Shares, and each certificate or ownership statement issued in transfer thereof, prior to date that is four months and a day after the Closing Date, will bear or be deemed to bear, as applicable, the following legends substantially in the following forms with the necessary information inserted: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE CLOSING DATE].”
4.2 The Issuer will file or cause to be filed all documents required to be filed by the Issuer, if any, in connection with the transactions contemplated by this Agreement so that the Offering may be effected in a manner exempt from the prospectus and registration requirements of Securities Laws, including, the filing of reports required under Part 6 of NI 45-106 with the applicable Securities Commissions in Canada, together with the applicable fees. The Agent shall deliver to the Issuer, as soon as practicable and, in any event, in sufficient time to allow the Issuer to comply with all Securities Laws and other regulatory requirements applicable in the Canadian Offering Jurisdictions, information regarding the Purchasers required to be provided in the Post-Closing Filings.
4.3...
Sale on Exempt Basis. The Agent shall offer for sale on behalf of the Corporation and solicit orders for the Units in the Offering Jurisdictions in compliance with the Securities Laws of the Offering Jurisdictions and only to such Persons and in such manner such that, pursuant to the provisions of the Securities Laws of the Offering Jurisdictions, no prospectus or offering memorandum or other similar document need be filed with, or delivered to, any Securities Commission and no registration of the Offered Units is required in any Offering Jurisdiction in connection therewith.
Sale on Exempt Basis. The Company and the Selling Shareholders understand that although the offer to act as underwriter with respect to the Offering is presented on behalf of the Underwriter as purchaser, the Underwriter will endeavour to arrange for Purchasers for the Special Warrants in the Qualifying Provinces and in such other jurisdictions outside of Canada on a private placement basis in compliance with all applicable Canadian Securities Laws and all applicable securities laws of such other jurisdictions.
Sale on Exempt Basis. The Company understands that the Agent shall have the right to and shall use its commercially reasonable efforts to arrange for the offer and sale of the Initial Special Warrants and the Additional Securities to be purchased by the Purchasers:
(i) in the Qualifying Jurisdictions on a private placement basis in compliance with Canadian Securities Laws and U.S. Securities Laws and only to Purchasers who are non- U.S. Persons pursuant to the exclusion from registration requirements of the U.S. Securities Act afforded by Regulation S, such that the offer and sale of the Initial Special Warrants and any Additional Securities does not obligate the Company to file a prospectus, registration statement or similar disclosure document in any of the Qualifying Jurisdictions or in the United States (other than the Prospectus or any Supplementary Material filed with the Securities Commissions relating to the distribution of the Prospectus-Qualified Securities as contemplated by this Agreement); and (ii) in such other jurisdictions outside of Canada and the U.S. as consented to by the Company on a private placement basis in compliance with Applicable Securities Laws of such other jurisdictions.
