Termination by Agents in Certain Events. (a) Any Agent shall be entitled, at the sole option thereof, to terminate and cancel, without any liability on the part of such Agent, all of the obligations thereof under this Agreement by notice in writing to that effect delivered to the Corporation prior to or at the Time of Closing or the Over-Allotment Option Closing Time, as the case may be, if: (i) the Agent is not satisfied in the sole discretion thereof, acting reasonably, with the results of the due diligence review and investigation of the Corporation conducted by such Agent; (ii) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) in relation to the Corporation is instituted or threatened or announced or any order is made by any Governmental Authority having jurisdiction over the Corporation (other than an inquiry, action, suit, investigation or proceeding or order based solely upon the activities or alleged activities of such Agent or any Selling Firm appointed by such Agent), which has not been rescinded, revoked or withdrawn and which, in the sole opinion of such Agent, operates to prevent or materially restrict the distribution of the Offered Securities in any of the Offering Jurisdictions or the United States or would prevent or materially restrict the distribution of the Offered Securities under this Agreement or would prevent or materially restrict trading in the Unit Shares or the Flow-Through Shares or would reasonably be expected to have a Material Adverse Effect or to materially adversely effect the market price or value of the Unit Shares, the Flow-Through Shares or any of them; (iii) there should occur or be discovered any material change or any change in any material fact or other change, event, development or fact such as is contemplated in section 6 hereof, which, in the sole opinion of such Agent results or would reasonably be expected to result in the purchasers of a material number of Units or Flow-Through Shares exercising their right under applicable legislation to withdraw or rescind from their purchase thereof or ▇▇▇ for damages in respect thereof or would reasonably be expected to have a Material Adverse Effect or to materially adversely effect the market price or value of the Units, the Flow-Through Shares or any of them; (iv) the state of the financial markets in Canada or the United States becomes such that, in the sole opinion of such Agent, the Units or the Flow-Through Shares cannot be marketed profitably; (v) there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence or any Law or regulation or any international crisis, act of terrorism or outbreak of hostilities which, in the sole opinion of such Agent, seriously adversely affects or may seriously adversely affect the financial markets in Canada or the United States or the business, operations or affairs of the Corporation or the market price, value or marketability of the Units or the Flow-Through Shares or any of them; (vi) any order to cease or suspend trading in any securities of the Corporation is made, threatened or announced by the TSX-V or any other securities regulatory authority; (vii) the Corporation is in breach of any material term, condition, covenant or agreement contained in this Agreement or any material representation or warranty given by the Corporation in this Agreement is or becomes untrue, false or misleading; or (viii) any statement contained in the Offering Documents, the Announcements or the Presentation has become or has been discovered to be untrue or misleading in any material respect. (b) Any termination by an Agent pursuant to subsection 21(a) hereof shall be effected by notice in writing delivered by the Agent to the Corporation at the address thereof as set out in section 24 hereof. The right of any Agent to so terminate the obligations thereof under this Agreement is in addition to such other remedies as the Agents may have in respect of any default, act or failure to act of the Corporation in respect of any of the matters contemplated by this Agreement. In the event of a termination by an Agent pursuant to subsection 21(a) hereof there shall be no further liability on the part of such Agent to the Corporation or of the Corporation to such Agent except any liability which may have arisen or may thereafter arise under sections 16, 17 and 19 of this Agreement. (c) If at any time prior to the Time of Closing any Agent shall become aware that any of the representations or warranties given by the Corporation hereunder has become or is untrue, inaccurate or misleading in any material respect which in the reasonable opinion of such Agent is or will be material in relation to the distribution of the Offered Securities, such Agent may (without prejudice to any right to terminate its obligations under this Agreement pursuant to this section 21) require the Corporation at its own expense to make or cause to be made such announcement and/or despatch such communication as such Agent may reasonably determine.
Appears in 1 contract
Termination by Agents in Certain Events. (a) Any Each Agent shall also be entitled, at the sole option thereof, entitled to terminate and cancel, without any liability on the part of such Agent, all of the its obligations thereof under this Agreement by written notice in writing to that effect delivered given to the Corporation Company at or prior to or at the Closing Time of Closing or the Over-Allotment Option Closing Time, as the case may be, 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 Agent is not satisfied Preliminary Prospectus or the Final Prospectus or any amendment thereto, in each case, that has or would be expected to have, in the sole discretion thereofopinion of such Agent, acting reasonably, with a material adverse change or effect on the results Business or affairs of the due diligence review Company and investigation the Subsidiaries or on the market price or the value of the Corporation conducted by such AgentCommon Shares or other securities of the Company;
(ii) (A) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) in relation to the Corporation is instituted commenced, announced or threatened or announced or any order is made by any Governmental Authority having jurisdiction over federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the Corporation (other than an inquiry, action, suit, investigation or proceeding or order based solely upon the activities or alleged activities of such Agent TSX or any Selling Firm appointed by such Agent), securities regulatory authority or any law or regulation is enacted or changed which has not been rescinded, revoked or withdrawn and which, in the sole opinion of such Agent, acting reasonably, operates to prevent or materially restrict the distribution trading of the Offered Securities in Shares or any other securities of the Offering Jurisdictions or the United States or would prevent Company or materially restrict the distribution of the Offered Securities under this Agreement and adversely affects or would prevent or materially restrict trading in the Unit Shares or the Flow-Through Shares or would reasonably might be expected to have a Material Adverse Effect or to materially and adversely effect affect the market price or value of the Unit Offered Units, the Shares, the Flow-Through Shares or any of them;
(iii) there should occur or be discovered any material change or any change in any material fact Warrants, the Broker Warrants or other change, event, development or fact such as is contemplated in section 6 hereof, which, in the sole opinion of such Agent results or would reasonably be expected to result in the purchasers of a material number of Units or Flow-Through Shares exercising their right under applicable legislation to withdraw or rescind from their purchase thereof or ▇▇▇ for damages in respect thereof or would reasonably be expected to have a Material Adverse Effect or to materially adversely effect the market price or value security of the Units, the Flow-Through Shares Company; or any of them;
(ivB) the state of the financial markets in Canada or the United States becomes such that, in the sole opinion of such Agent, the Units or the Flow-Through Shares cannot be marketed profitably;
(v) 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 Law new or change in any law or regulation or any international crisis, act of terrorism or outbreak of hostilities which, which in the sole opinion of such Agent, seriously acting reasonably, materially adversely affects affects, or may seriously involves, or would reasonably be expected to materially adversely affect or involve, the financial markets in Canada generally or the United States or the businessBusiness, operations or affairs of the Corporation or the market price, value or marketability of the Units or the Flow-Through Shares or any of themCompany and its Subsidiaries taken as a whole;
(viiii) 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 securities of the Corporation Company, including the Offered Units, is made, or proceedings are announced, commenced or threatened for the making of any such order, by any securities commission or announced similar regulatory authority, the TSX or any other competent authority, and has not been rescinded, revoked or withdrawn;
(v) the due diligence investigations performed by the TSX-V Agents or their representatives reveal any previously undisclosed material information or fact, which, in the sole opinion of the Agents acting reasonably, is materially adverse to the Company or its business, or in the opinion of the Agents, acting reasonably, would reasonably be expected to materially adversely affect the price or value of the Common Shares or any other securities regulatory authorityof the Company;
(vi) the state of financial markets in Canada is such that, in the reasonable opinion of such Agent, the Offered Units cannot be marketed profitably; or
(vii) such Agent and the Corporation is Company agree in breach of any material term, condition, covenant or agreement contained in writing to terminate this Agreement or any material representation or warranty given by the Corporation in this Agreement is or becomes untrue, false or misleading; or
(viii) any statement contained in the Offering Documents, the Announcements or the Presentation has become or has been discovered relation to be untrue or misleading in any material respectsuch Agent.
(b) Any termination For certainty, the outbreak of COVID-19 and any interruption to the business, affairs, or financial condition of the Company or any event, action state or condition or major financial occurrence, arising as a result of policies in place as of the date of this Agreement to address COVID-19, including the extension of the time that any such policy shall be in effect beyond their current proposed end date, shall not constitute an event or occurrence which will enable the Agents to rely on any of Section 18(a)(i) or (ii) hereof. For greater certainty, any measure not already in effect that is implemented after date hereof to address the outbreak of COVID -19 that results in a material adverse change or disaster as described in Section 18(a)(i) or (ii) hereof, shall constitute an event or occurrence which will enable the Agents to rely on any of Section 18(a)(i) or (ii) hereof.
(c) If this Agreement is terminated by an Agent any of the Agents pursuant to subsection 21(a) hereof Section 18(a), there shall be effected by notice no further liability on the part of such Agent, or on the part of the Company to such Agent except in writing delivered by the Agent to the Corporation at the address thereof as set out in section 24 hereof. respect of any liability which may have arisen or may thereafter arise under Sections 14, 15 and 16.
(d) The right of any each Agent to so terminate the its obligations thereof under this Agreement is in addition to such other remedies as the Agents it may have in respect of any default, act or failure to act of the Corporation Company in respect of any of the matters contemplated by this Agreement. In the event of a termination by an Agent pursuant to subsection 21(a) hereof there shall be no further liability on the part of such Agent to the Corporation or of the Corporation to such Agent except any liability which may have arisen or may thereafter arise under sections 16, 17 and 19 of this Agreement.
(c) If at any time prior to the Time of Closing any Agent shall become aware that any of the representations or warranties given by the Corporation hereunder has become or is untrue, inaccurate or misleading in any material respect which in the reasonable opinion of such Agent is or will be material in relation to the distribution of the Offered Securities, such Agent may (without prejudice to any right to terminate its obligations under this Agreement pursuant to this section 21) require the Corporation at its own expense to make or cause to be made such announcement and/or despatch such communication as such Agent may reasonably determine.
Appears in 1 contract
Sources: Agency Agreement
Termination by Agents in Certain Events. (a) Any Agent shall In addition to any other remedies which may be available, the Agents (or either one of them) will also be entitled, without liability and at the their (or its) sole option thereofdiscretion, to terminate and cancel, without any liability on the part of such Agent, all of the obligations thereof under this Agreement by written notice in writing to that effect delivered given to the Corporation at or prior to or at the Time of Closing or the Over-Allotment Option Closing Time, as the case may be, if:
(i) the Agent is not satisfied in the sole discretion thereof, acting reasonably, with the results of the due diligence review and investigation of the Corporation conducted by such Agent;
(ii) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened in relation to the Corporation is instituted or threatened or announced or any order is made by any Governmental Authority having jurisdiction over the Corporation (other than an inquiryone of its officers, actiondirectors, suitpromoters, investigation or proceeding or order based solely upon the activities or alleged activities of such Agent or any Selling Firm appointed by such Agent), which has not been rescinded, revoked or withdrawn and insiders which, in the sole opinion of such Agentthe Agents (or either one of them), operates to prevent or materially restrict the distribution of the Offered Securities in any of the Offering Jurisdictions or the United States or would prevent or materially restrict the distribution of the Offered Securities under this Agreement or would prevent or materially restrict trading in the Unit Shares or the Flow-Through Shares or would could reasonably be expected to have a Material Adverse Effect or to materially adversely material adverse effect on the market price or value marketability of the Unit Shares, the Flow-Through Shares or any of themOffering;
(iii) there should occur or be discovered any material change or any change in any material fact or other change, event, development or fact such as is contemplated in section 6 hereof, which, in the sole opinion of such Agent results or would reasonably be expected to result in the purchasers of a material number of Units or Flow-Through Shares exercising their right under applicable legislation to withdraw or rescind from their purchase thereof or ▇▇▇ for damages in respect thereof or would reasonably be expected to have a Material Adverse Effect or to materially adversely effect the market price or value of the Units, the Flow-Through Shares or any of them;
(iv) the state of the financial markets in Canada or the United States becomes such that, in the sole opinion of such Agent, the Units or the Flow-Through Shares cannot be marketed profitably;
(vii) there should develop, occur or come into effect or existence any event, action, state, condition or financial occurrence of consequence, or any governmental action, law or regulation, inquiry or other occurrence of any nature whatsoever, including, without limitation, terrorism, accident or major financial financial, political or economic occurrence of national or international consequence or any Law or regulation or any international crisisconsequence, act of terrorism or outbreak of hostilities which, in the sole opinion of such Agentthe Agents (or either one of them), seriously acting reasonably, materially adversely affects or involves, or may seriously materially adversely affect or involve, the financial markets in Canada or the United States generally or the business, operations or affairs of the Corporation or the market price, value Subsidiaries taken as a whole or the marketability of the Units or the Flow-Through Shares or any of themOffered Shares;
(viiii) there is any order to cease material change in the assets, business, affairs, financial condition, results of operations or suspend trading in any securities capital of the Corporation is madeor the Subsidiaries, threatened or announced by there should be discovered any previously undisclosed material fact or circumstance or there should occur a change in any material fact relating to the TSX-V Corporation and/or the Subsidiaries, which in any case, in the reasonable opinion of the Agents (or either one of them), has or would be expected to have a significant adverse effect on the market price or value of the Offered Shares or any other securities regulatory authorityof the Corporation;
(viiiv) the Agents (or either one of them) determine, acting reasonably, that the state of the financial markets in Canada or elsewhere where it is planned to market the Offered Shares, is such that the Offered Shares cannot be profitably marketed;
(v) the Corporation is not in compliance in all material respects with any Applicable Laws or is in breach of any material term, condition, condition or covenant or agreement contained in this Agreement or any material representation or warranty given by the Corporation in this Agreement becomes or is false;
(vi) the Agents (or becomes untrueeither one of them) are not satisfied in their sole discretion, false or misleadingacting reasonably and in good faith, with their due diligence review and investigations in respect of the Corporation, the Subsidiaries and their respective business, affairs and operations;
(vii) all regulatory approvals in connection with the Offering are not obtained on a timely basis; or
(viii) any statement contained the Agents and the Corporation agree in the Offering Documents, the Announcements or the Presentation has become or has been discovered writing to be untrue or misleading in any material respectterminate this Agreement.
(b) Any termination If this Agreement is terminated by an Agent the Agents (or either one of them) pursuant to subsection 21(a) hereof shall Section 15(a), there will be effected by notice in writing delivered by no further liability on the part of the terminating Agent or Agents to the Corporation, or on the part of the Corporation at to the address thereof as set out Agents except in section 24 hereof. respect of any liability, which may have arisen or may thereafter arise under Article 11 and Article 13.
(c) The right of any Agent the Agents to so terminate the their obligations thereof under this Agreement is in addition to such other remedies as the Agents it may have in respect of any default, act or failure to act of the Corporation in respect of any of the matters contemplated by this Agreement. In the event of a termination by an Agent pursuant to subsection 21(a) hereof there shall be no further liability on the part of such Agent to the Corporation or of the Corporation to such Agent except any liability which may have arisen or may thereafter arise under sections 16, 17 and 19 of this Agreement.
(c) If at any time prior to the Time of Closing any Agent shall become aware that any of the representations or warranties given by the Corporation hereunder has become or is untrue, inaccurate or misleading in any material respect which in the reasonable opinion of such Agent is or will be material in relation to the distribution of the Offered Securities, such Agent may (without prejudice to any right to terminate its obligations under this Agreement pursuant to this section 21) require the Corporation at its own expense to make or cause to be made such announcement and/or despatch such communication as such Agent may reasonably determine.
Appears in 1 contract
Sources: Agency Agreement (Cybin Inc.)
Termination by Agents in Certain Events. (a) Any 17.1 Each Agent shall will also be entitled, at the sole option thereof, entitled to terminate and cancel, without any liability on the part of such Agent, all of the its obligations thereof under this Agreement by written notice in writing to that effect delivered given to the Corporation Company at or prior to or at the Time of Closing or the Over-Allotment Option Closing Time, as the case may be, if:
(i) the Agent is not satisfied in the sole discretion thereof, acting reasonably, with the results of the due diligence review and investigation of the Corporation conducted by such Agent;
(ii) 17.1.1 any inquiry, action, suit, investigation or other proceeding (whether formal or informal) in relation to the Corporation Company is instituted or threatened or announced or any order is made by any Governmental Authority Body having jurisdiction over the Corporation Company (other than an inquiry, action, suit, investigation or proceeding or order based solely upon the activities or alleged activities of such Agent the Agents or any the Selling Firm appointed by such AgentFirms), which has not been rescinded, revoked or withdrawn and which, in the sole opinion of such that Agent, acting reasonably, operates to prevent or materially restrict the distribution of the Offered Securities Shares in any of the Offering Jurisdictions or Qualifying Jurisdictions, the United States or Other Jurisdictions or would prevent or materially restrict the distribution of the Offered Securities Shares under this Agreement or would prevent or materially restrict trading in the Unit Shares or the Flow-Through Shares or would reasonably be expected to have a Material Adverse Effect or to materially adversely effect the market price or value of the Unit Shares, the Flow-Through Shares or any of them;
(iii) 17.1.2 there should occur or be discovered any material change or any change in any material fact or other change, event, development or fact such as is contemplated in section 6 Section 5 hereof, which, in the sole opinion of such Agent that Agent, acting reasonably, results or would reasonably be expected to result in the purchasers of a material number of Units or Flow-Through Shares exercising their right under applicable legislation to withdraw or rescind from their purchase thereof or ▇▇▇ for damages in respect thereof or would reasonably be expected to have a Material Adverse Effect or to materially adversely effect the market price or value of the Units, the Flow-Through Shares or any of them;
(iv) 17.1.3 the state of the financial markets in Canada or the United States becomes such that, in the sole opinion of such that Agent, acting reasonably, the Units or the Flow-Through Shares cannot be marketed profitably;
(v) 17.1.4 there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence or any Law or regulation or any international crisis, act of terrorism or outbreak of hostilities which, in the sole opinion of such that Agent, acting reasonably, seriously adversely affects or may seriously adversely affect the financial markets in Canada or Canada, the United States or the Other Jurisdictions or the business, operations or affairs of the Corporation Company and the Subsidiaries, taken as a whole, or the market price, value or marketability of the Units or the Flow-Through Shares or any of them;
(vi) any order to cease or suspend trading in any securities 17.1.5 the Agent shall become aware, whether as a result of its due diligence review of the Corporation is madeCompany, threatened and the Subsidiaries, or announced otherwise, of any adverse material change or adverse material fact, as determined by the TSX-V Agent in its sole discretion, with respect to the Company, the distribution of the Shares or any other securities regulatory authority;the matters contemplated by this Agreement which had not been publicly disclosed or disclosed in writing to the Agent prior to the date of this Agreement; or
(vii) 17.1.6 the Corporation is Company shall be in breach of or default under or non-compliance with any material termrepresentation, conditionwarranty, covenant term or agreement contained in condition of this Agreement.
17.2 If this Agreement is terminated by any of the Agents pursuant to Section 17.1 of this Agreement or is terminated pursuant to Section 17.4 of this Agreement, there will be no further liability on the part of that Agent or of the Company to that Agent, except in respect of any material representation liability which may have arisen or warranty given by the Corporation in may later arise under Sections 12, 13, 15 and 16 of this Agreement is or becomes untrue, false or misleading; or
(viii) any statement contained in the Offering Documents, the Announcements or the Presentation has become or has been discovered to be untrue or misleading in any material respectAgreement.
(b) Any termination by an Agent pursuant to subsection 21(a) hereof shall be effected by notice in writing delivered by the Agent to the Corporation at the address thereof as set out in section 24 hereof. 17.3 The right of the Agents or any Agent of them to so terminate the their respective obligations thereof under this Agreement is in addition to such all other remedies as the Agents they may have in respect of any default, act or failure to act of the Corporation Company in respect of any of the matters contemplated by this Agreement. In A notice of termination given by one Agent under this Section 17 will not apply to and will not be binding upon the event of a termination by an Agent pursuant to subsection 21(a) hereof there other Agents who have not also executed such notice.
17.4 The offerings provided hereunder shall be no further liability on discontinued, and the part of such Agent to the Corporation or of the Corporation to such Agent except any liability which may have arisen or may thereafter arise under sections 16, 17 and 19 of this Agreement.
(c) If at any time prior to the Time of Closing any Agent shall become aware that any of the representations or warranties given by the Corporation hereunder has become or is untrue, inaccurate or misleading in any material respect which in the reasonable opinion of such Agent is or will be material in relation to the distribution of the Offered Securities, such Agent may (without prejudice to any right to terminate its parties' obligations under this Agreement pursuant shall be terminated (subject to Section 17.2 of this section 21Agreement) require if the Corporation at its own expense minimum subscription amount of US$20,000,000 has not been subscribed by the date that is 90 days following the date on which the Final Receipt is issued, unless each of the persons or companies who subscribed within that period has consented to make or cause to be made such announcement and/or despatch such communication as such Agent may reasonably determinethe continuation of the offering of the Shares.
Appears in 1 contract
Sources: Agency Agreement
Termination by Agents in Certain Events. (a) Any 19.1 Each Agent shall will also be entitled, at the sole option thereof, entitled to terminate and cancel, without any liability on its obligation to purchase the part of such Agent, all of the obligations thereof under this Agreement Offered Shares by written notice in writing to that effect delivered given to the Corporation Company and the Selling Shareholder at or prior to or at the Time of Closing or the Over-Allotment Option Closing Time, as the case may be, if:
(i) the Agent is not satisfied in the sole discretion thereof, acting reasonably, with the results of the due diligence review and investigation of the Corporation conducted by such Agent;
(ii) 19.1.1 any inquiry, action, suit, investigation or other proceeding (whether formal or informal) in relation to the Corporation Company, or the Selling Shareholder, is instituted or threatened or announced or any order is made by any Governmental Authority Body having jurisdiction over the Corporation Company (other than an inquiry, action, suit, investigation or proceeding or order based solely upon the activities or alleged activities of such Agent the Agents or any the Selling Firm appointed by such AgentFirms), which has not been rescinded, revoked or withdrawn and which, in the sole opinion of such that Agent, acting reasonably, operates to prevent or materially restrict the distribution of the Offered Securities Shares in any of the Offering Qualifying Jurisdictions or the United States Other Jurisdictions or would prevent or materially restrict the distribution of the Offered Securities Shares under this Agreement or would prevent or materially restrict trading in the Unit Shares or the Flow-Through Shares or would reasonably be expected to have a Material Adverse Effect or to materially adversely effect the market price or value of the Unit Shares, the Flow-Through Shares or any of them;
(iii) 19.1.2 there should occur or be discovered any material change or any change in any material fact or other change, event, development or fact such as is contemplated in section 6 Section 5 hereof, which, in the sole opinion of such Agent that Agent, acting reasonably, results or would reasonably be expected to result in the purchasers of a material number of Units or Flow-Through Offered Shares exercising their right under applicable legislation to withdraw or rescind from their purchase thereof or ▇s▇▇ for damages in respect thereof or would reasonably be expected to have a Material Adverse Effect or to materially adversely effect the market price or value of the Units, the Flow-Through Shares or any of them;
(iv) 19.1.3 the state of the financial markets in Canada or the United States becomes such that, in the sole opinion of such that Agent, acting reasonably, the Units or the Flow-Through Shares cannot be marketed profitably;
(v) 19.1.4 there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence or any Law or regulation or any international crisis, act of terrorism or outbreak of hostilities which, in the sole opinion of such that Agent, acting reasonably, seriously adversely affects or may seriously adversely affect the financial markets in Canada or Canada, the United States or the Other Jurisdictions or the business, operations or affairs of the Corporation Company and its subsidiaries, taken as a whole, or the market price, value or marketability of the Units or the Flow-Through Offered Shares or any of them;
(vi) any order to cease or suspend trading in any securities 19.1.5 the Agent shall become aware, whether as a result of its due diligence review of the Corporation is madeCompany, threatened and the Subsidiaries, or announced otherwise, of any adverse material change or adverse material fact, as determined by the TSX-V Agent in its sole discretion, with respect to the Company, the distribution of the Shares or any other securities regulatory authority;the matters contemplated by this Agreement which had not been publicly disclosed or disclosed in writing to the Agent prior to the date of this Agreement; or
(vii) 19.1.6 the Corporation is Company, CanArgo or the Selling Shareholder shall be in breach of or default under or non-compliance with any material termrepresentation, conditionwarranty, covenant term or agreement contained in condition of this Agreement.
19.2 If this Agreement is terminated by any of the Agents pursuant to Section 19.1 of this Agreement or any material representation is terminated pursuant to Section 19.4 of this Agreement, there will be no further liability on the part of that Agent or warranty given by of the Corporation in this Agreement is or becomes untrueCompany, false or misleading; or
(viii) any statement contained in the Offering Documents, the Announcements CanArgo or the Presentation has become Selling Shareholder to that Agent, except in respect of any liability which may have arisen or has been discovered to be untrue or misleading in any material respectmay later arise under Sections 14, 15, 17 and 18 of this Agreement.
(b) Any termination by an Agent pursuant to subsection 21(a) hereof shall be effected by notice in writing delivered by the Agent to the Corporation at the address thereof as set out in section 24 hereof. 19.3 The right of the Agents or any Agent of them to so terminate the their respective obligations thereof under this Agreement is in addition to such all other remedies as the Agents they may have in respect of any default, act or failure to act of the Corporation Company, CanArgo or the Selling Shareholder in respect of any of the matters contemplated by this Agreement. In A notice of termination given by one Agent under this Section 19 will not be binding upon the event of a termination by an Agent pursuant to subsection 21(a) hereof there other Agents who have not also executed such notice.
19.4 The offerings provided hereunder shall be no further liability on discontinued, and the part of such Agent to the Corporation or of the Corporation to such Agent except any liability which may have arisen or may thereafter arise under sections 16, 17 and 19 of this Agreement.
(c) If at any time prior to the Time of Closing any Agent shall become aware that any of the representations or warranties given by the Corporation hereunder has become or is untrue, inaccurate or misleading in any material respect which in the reasonable opinion of such Agent is or will be material in relation to the distribution of the Offered Securities, such Agent may (without prejudice to any right to terminate its parties’ obligations under this Agreement pursuant shall be terminated (subject to Section 19.2 of this section 21Agreement) require if the Corporation at its own expense minimum subscription amount of US$24,999,999.75 has not been subscribed for prior to make or cause to be made such announcement and/or despatch such communication as such Agent may reasonably determinethe date that is 90 days following the date on which the Final MRRS Decision Document is issued.
Appears in 1 contract