Termination by Agents in Certain Events. (1) Each of the Agents shall also have the right to terminate its obligations hereunder, without any liability on such Agent’s part, by written notice to the Corporation and CIBC in the event that after the date hereof and at or prior to the Time of Closing:
(a) there should occur any material change or any change in any material fact or a new material fact shall arise (other than a change or fact related solely to an Agent), or any Agent becomes aware of any previously undisclosed material fact as contemplated by Section 8 hereof, which, in each case, in the opinion of the Agents, acting reasonably, has or would be expected to have a significant adverse effect on the market price or value of the Shares;
(b) there should develop, occur, come into effect or be announced any occurrence of national or international consequence or any action, governmental law or regulation or other occurrence of any nature whatsoever which, in the opinion of the Agents, acting reasonably, seriously adversely affects, or will seriously adversely affect, the financial markets or the business of the Corporation on a consolidated basis and such event would be expected to have a significant adverse effect on the market price or value of the Shares; or
(c) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened or any order is made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency, regulatory authority or other instrumentality including, without limitation, the TSX and the NYSE or any Securities Commission involving the Corporation or there is a change of law which, in each case in the reasonable opinion of the Agent, operates to prevent, suspend or restrict the trading or distribution of the Shares except for any such inquiry, investigation, proceeding or order based solely on the activities of the Agents and not of the Corporation.
(2) The rights of termination contained in Sections 11, 12(1) and 17(1) may be exercised by each Agent and are in addition to any other rights or remedies such Agent may have in respect of any default, act or failure to act or non-compliance by the Corporation in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of such Agent to the Corporation or on the part of the Corporation to such Agent except in respect of...
Termination by Agents in Certain Events. (a) Each Agent shall also be entitled to terminate its obligations under this by written notice to that effect given to the Company at or prior to the Closing Time if:
(i) there is a material change or a change in a material fact or new material fact shall arise, or there should be discovered any previously undisclosed material fact required to be disclosed in the Preliminary Prospectus or the Final Prospectus or any amendment thereto, in each case, that has or would be expected to have, in the sole opinion of such Agent, acting reasonably, a material adverse change or effect on the Business or affairs of the Company and the Subsidiaries or on the market price or the value of the Common Shares or other securities of the Company;
(ii) (A) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened or any order is made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the TSX or any securities regulatory authority or any law or regulation is enacted or changed which in the sole opinion of such Agent, acting reasonably, operates to prevent or materially restrict the trading of the Shares or any other securities of the Company or materially and adversely affects or might be expected to materially and adversely affect the market price or value of the Offered Units, the Shares, the Warrants, the Broker Warrants or other security of the Company; or (B) if there should develop, occur or come into effect or existence any event, action, state, condition (including without limitation, terrorism or accident) or major financial occurrence of national or international consequence or any new or change in any law or regulation which in the sole opinion of such Agent, acting reasonably, materially adversely affects, or involves, or would reasonably be expected to materially adversely affect or involve, the financial markets in Canada generally or the Business, operations or affairs of the Company and its Subsidiaries taken as a whole;
(iii) the Company is in material breach of any term, condition or covenant of this Agreement or any representation or warranty given by the Company in this Agreement is or becomes false in any material respect;
(iv) any order to cease or suspend trading in the Shares or any other securities of the Company or prohibiting or restricting the distribution of any securi...
Termination by Agents in Certain Events. (1) In addition to any other remedies which may be available to the Agents, each of the Agents shall be entitled, at their option, to terminate and cancel, without any liability on such Agent’s part, its obligations hereunder, and the obligations of any Subscriber under any Subscription Agreement provided by the Agent, by written notice to the Corporation and the other Agent, in the event that at or prior to the Closing Time:
Termination by Agents in Certain Events. (1) In addition to any other remedies which may be available to the Agents, each Agent shall be entitled, at its option, to terminate and cancel, without any liability on the Agent’s part, the Agent’s obligations under this Agreement if, prior to the Closing Time:
(a) any inquiry, action, suit, investigation or other proceeding whether formal or informal is instituted, threatened or announced or any order is made by any federal, provincial or other governmental authority in relation to the Company, its shares or the Offered Securities, or if any law or regulation is promulgated, changed or announced which would, in the reasonable opinion of any of the Agents, operate to prevent or materially restrict the distribution or trading of the Offered Securities or would be expected to have a material adverse effect on the market price or value of the Offered Securities, any of the Agents shall be entitled at its option, in accordance with Section 9.1(1)(f) to terminate its obligations hereunder by notice to that effect given to the Company any time up to and including the Closing Time;
(b) there should develop, occur or come into effect or existence, or be announced, any event, action, state, condition or occurrence of national or international consequence, acts of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions or any law, action, regulation or other occurrence of any nature whatsoever which, in the opinion of an Agent, acting reasonably, materially adversely effects or involves, or is expected to materially adversely affect or involve, financial markets in Canada or elsewhere, or the business, prospects, operations, affairs, assets, liabilities (contingent or otherwise), capital of the Company, then any of the Agents shall be entitled at its option in accordance with Section 9.1(1)(f) to terminate its obligations hereunder by notice to that effect given to the Company any time up to and including the Closing Time;
(c) there should occur (i) any Material Change (whether actual or anticipated, and whether financial or otherwise) in the business, financial condition, affairs, operations, assets, liabilities (contingent or otherwise), prospects or capital of the Company and its Subsidiaries, taken as a whole; (ii) any Material Fact which has arisen or has been discovered and would have been required to have been stated in...
Termination by Agents in Certain Events. (1) The Agents shall also be entitled to terminate its obligation hereunder and the obligations of the Purchasers in relation to the Offering by written notice to that effect given to the Corporation at or prior to the Closing Time if:
(a) due diligence - the due diligence investigations performed by the Agents or its representatives reveal any material information or fact, which, in the sole opinion of the Agents, acting reasonably, is materially adverse to the Corporation or its business, or materially adversely affects the price or value of the Offered Units;
(b) material adverse change - there is a material change or a change in a material fact or new material fact shall arise or there should be discovered any previously undisclosed material fact required to be disclosed or any amendment thereto, in each case, that has or would reasonably be expected to have, in the sole opinion of the Agents, acting reasonably, a significant adverse effect on the business or affairs of the Corporation or on the market price or the value or marketability of the Offered Units;
(c) disaster - there should develop, occur or come into effect or existence any event, action, state, condition (including without limitation, terrorism or accident) or major financial occurrence of national or international consequence or a new or change in any law or regulation which in the sole opinion of the Agents, acting reasonably, seriously adversely affects or involves or may seriously adversely affect or involve the financial markets in Canada or the business, operations or affairs of the Corporation and its subsidiaries taken as a whole or the market price or value of the securities of the Corporation;
(d) regulatory – any inquiry, action, suit, proceeding or investigation (whether formal or informal) is commenced, announced or threatened in relation to the Corporation or any one of the officers, directors or principal shareholders of the Corporation where wrong-doing is alleged or any order is made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including without limitation the Exchange or Securities Regulator which involves a finding of wrong- doing, or any order, action or proceeding which cease trades or otherwise operates to prevent or restrict the trading of the Common Shares or any other securities of the Corporation is made or threatened by a securities regulatory authority; or
(e) breach - the C...
