The Offering. (a) The sale of the Offered Securities to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement. The Agents will use their best efforts to arrange for Purchasers for the Units in the Qualifying Jurisdictions and in those Selling Jurisdictions outside Canada as may be agreed upon by the Agents and the Corporation, acting reasonably, in connection with the Offering; provided, however, it is understood that the Agents are under no obligation to purchase any of the Units. (b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Securities pursuant to the Final Prospectus. Each Purchaser in the United States shall purchase the Offered Securities pursuant to the U.S. Placement Memorandum and in accordance with Schedule “A” to this Agreement. Each other Purchaser shall purchase the Offered Securities in accordance with such procedures as the Corporation and the Agents may mutually agree, acting reasonably, in order to fully comply with applicable Securities Laws and the Corporation hereby agrees to comply with all Securities Laws, including as to the filing of any notices or forms, on a timely basis in connection with the distribution of the Offered Securities so that the distribution of the Offered Securities in the Selling Jurisdictions outside of Canada and the United States may lawfully occur so as not to require registration or filing of a prospectus with respect thereto or compliance by the Corporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Corporation (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority under applicable Securities Laws in, such Selling Jurisdictions outside of Canada and the United States. (c) The Corporation agrees that the Agents shall have the right to invite one or more additional registered dealers (“Selling Firms”) acceptable to the Corporation to form a selling group to participate in the soliciting of offers to purchase the Offered Securities. The Agents shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling Firms) and the Agents. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents and appoints the Lead Agent as trustee of such rights and benefits for such Selling Firms, and the Lead Agent hereby accepts such trust and agrees to hold such rights and benefits for and on behalf of such Selling Firms. The Agents shall use their commercially reasonable efforts to ensure such Selling Firm agrees with the Agents to comply with the covenants and obligations given by the Agents herein.
Appears in 1 contract
Sources: Agency Agreement
The Offering. (a1) The sale of the Offered Securities to the Purchasers Offering shall be effected in a manner that is in compliance with applicable Securities Laws Laws, any applicable securities laws in any other jurisdictions outside of Canada and the United States, and upon the terms and conditions set out in the Prospectus and in this Agreement. The Agents will use their best efforts to arrange for Purchasers for the Units in the Qualifying Jurisdictions and in those Selling Jurisdictions outside Canada as may be agreed upon by the Agents and the Corporation, acting reasonably, in connection with the Offering; provided, however, it is understood that the Agents are under no obligation to purchase any of the Units.
(b2) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Securities Units pursuant to the Final Prospectus. Each Purchaser that is, or is purchasing for the account or benefit of, a U.S. Person or person in the United States shall purchase the Offered Securities Units pursuant to the U.S. Placement Memorandum and in accordance with Schedule “AC” to this Agreement. Each other Purchaser shall purchase the Offered Securities Units in accordance with such procedures as the Corporation and the Agents may mutually agree, acting reasonably, in order to fully comply with applicable Securities Laws (and any applicable securities laws in any other jurisdictions outside of Canada and the United States), and the Corporation and the Agents hereby agrees agree to comply with all Securities Laws, including as to the filing of any notices or forms, on a timely basis in connection with the distribution offer and sale of the Offered Securities Units so that the distribution offer and sale of the Offered Securities Units in the Selling Jurisdictions outside of Canada and the United States may lawfully occur so as not to require registration or filing of a prospectus with respect thereto or compliance by the Corporation with regulatory requirements (including any continuous disclosure obligations) under the laws of), or subject the Corporation (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority authority, under applicable Securities Laws in, securities laws in such Selling Jurisdictions outside of Canada and the United States.
(c3) The Corporation agrees that the Agents shall have the right to invite one or more additional registered dealers (“Selling Firms”) acceptable to the Corporation to form a selling group (each a “Selling Firm” and together, the “Selling Group”) to participate in the soliciting of offers to purchase the Offered SecuritiesUnits. The Agents shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling Firms) Group and the Agents. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents and appoints the Lead Agent Agents as trustee trustees of such rights and benefits for such Selling FirmsFirm, and the Lead Agent Agents hereby accepts accept such trust and agrees agree to hold such rights and benefits for and on behalf of such Selling FirmsFirm. The Agents Any Agent who appoints a Selling Firm pursuant to the provisions of this Section 3(3) shall use their its commercially reasonable efforts to ensure such Selling Firm agrees with the Agents to comply with the covenants and obligations given by the Agents herein.
Appears in 1 contract
Sources: Agency Agreement
The Offering. (a) The sale of the Offered Securities Units to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement. The Agents will use their best efforts to arrange for Purchasers for the Units in the Qualifying Jurisdictions and in those Selling Jurisdictions outside Canada as may be agreed upon by the Agents and the Corporation, acting reasonably, in connection with the Offering; provided, however, it is understood that the Agents are under no obligation to purchase any of the Units.
(b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Securities Units pursuant to the Final Prospectus. Each Purchaser in the United States shall purchase the Offered Securities Units (or Additional Securities, as applicable) pursuant to the Final U.S. Placement Memorandum and Memorandum. Each Purchaser in the United States shall also purchase the Units or Additional Securities in accordance with Schedule “A” to this Agreement. Each other Purchaser shall purchase the Offered Securities Units in accordance with such procedures as the Corporation and the Agents Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable Securities Laws and the Corporation hereby agrees to comply with all Securities Laws, including as to the filing of any notices or forms, on a timely basis in connection with the distribution of the Offered Securities Units so that the distribution of the Offered Securities Units in the Selling Jurisdictions outside of Canada and the United States may lawfully occur so as not to require registration or filing of a prospectus with respect thereto or compliance by the Corporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Corporation (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority under applicable Securities Laws in, such Selling Jurisdictions outside of Canada and the United States.
(c) The Corporation agrees that the Agents Underwriters shall have the right to invite one or more additional registered dealers (each, a “Selling FirmsFirm”) acceptable to the Corporation to form a selling group to participate in the soliciting of offers to purchase the Offered SecuritiesUnits. The Agents Underwriters shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling Firms) and the AgentsUnderwriters. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents Underwriters and appoints the Lead Agent Underwriters as trustee trustees of such rights and benefits for such Selling Firms, and the Lead Agent Underwriters hereby accepts accept such trust and agrees agree to hold such rights and benefits for and on behalf of such Selling Firms. The Agents Any Underwriter who appoints a Selling Firm pursuant to the provisions of this Section 3(c) shall use their its commercially reasonable efforts to ensure such Selling Firm agrees with the Agents Underwriters to comply with the covenants and obligations given by the Agents Underwriters herein.
Appears in 1 contract
Sources: Underwriting Agreement
The Offering. (a) The sale of the Offered Securities Units to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement. The Agents will use their best efforts to arrange for Purchasers for the Units in the Qualifying Jurisdictions and in those Selling Jurisdictions outside Canada as may be agreed upon by the Agents and the Corporation, acting reasonably, in connection with the Offering; provided, however, it is understood that the Agents are under no obligation to purchase any of the Units.
(b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Securities Units (or Additional Securities, as applicable) pursuant to the Final Prospectus. Each Purchaser in the United States shall purchase the Offered Securities Units (or Additional Securities, as applicable) pursuant to the Final U.S. Placement Memorandum and Memorandum. Each Purchaser in the United States shall also purchase the Units or Additional Securities in accordance with Schedule “AC” to this Agreement. Each other Purchaser shall purchase the Offered Securities Units in accordance with such procedures as the Corporation and the Agents Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable Securities Laws and the Corporation hereby agrees to comply with all Securities Laws, including as to the filing of any notices or forms, on a timely basis in connection with the distribution of the Offered Securities Units so that the distribution of the Offered Securities Units in the Selling Jurisdictions outside of Canada and the United States may lawfully occur so as not to require registration or filing of a prospectus or similar document with respect thereto or compliance by the Corporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Corporation (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority under applicable Securities Laws in, such Selling Jurisdictions outside of Canada and the United States.
(c) The Corporation agrees that the Agents Underwriters shall have the right to invite one or more additional registered dealers (each, a “Selling FirmsFirm”) acceptable to the Corporation to form a selling group to participate in the soliciting of offers to purchase the Offered SecuritiesUnits. The Agents Underwriters shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling Firms) and the AgentsUnderwriters. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents Underwriters and appoints the Lead Agent Underwriters as trustee trustees of such rights and benefits for such Selling Firms, and the Lead Agent Underwriters hereby accepts accept such trust and agrees agree to hold such rights and benefits for and on behalf of such Selling Firms. The Agents Any Underwriter who appoints a Selling Firm pursuant to the provisions of this Section 3(c) shall use their its commercially reasonable efforts to ensure such Selling Firm agrees with the Agents Underwriters to comply with the covenants and obligations given by the Agents Underwriters herein.
Appears in 1 contract
Sources: Underwriting Agreement
The Offering. (a) The sale of the Offered Securities Units to the Purchasers shall be effected upon the terms set out in the Prospectus and in this Agreement and in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this AgreementLaws. The Agents will use their best commercially reasonable efforts to arrange for Purchasers for the Offered Units in the Qualifying Jurisdictions Provinces and in those Selling Jurisdictions jurisdictions outside of Canada as may be agreed upon by the Agents Corporation and the CorporationAgents, acting reasonably, in connection with the Offering; provided, however, it is understood and agreed that the Agents are under shall have no obligation to purchase any of the Offered Units.
(b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Securities pursuant to the Final Prospectus. Each Purchaser in the United States shall purchase the Offered Securities pursuant to the U.S. Placement Memorandum and in accordance with Schedule “A” to this Agreement. Each other Purchaser shall purchase the Offered Securities in accordance with such procedures as the Corporation and the Agents may mutually agree, acting reasonably, in order to fully comply with applicable Securities Laws and the Corporation hereby agrees to comply with all Securities Laws, including as to the filing of any notices or forms, on a timely basis in connection with the distribution of the Offered Securities so that the distribution of the Offered Securities in the Selling Jurisdictions outside of Canada and the United States may lawfully occur so as not to require registration or filing of a prospectus with respect thereto or compliance by the Corporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Corporation (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority under applicable Securities Laws in, such Selling Jurisdictions outside of Canada and the United States.
(c) The Corporation agrees that the Agents shall have the right to invite one or more additional registered investment dealers (each, a “Selling FirmsFirm”) acceptable to the Corporation to form a selling group to participate in the soliciting of offers to purchase the Offered SecuritiesUnits. The Agents shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling Firms) and the Agents, provided that no additional amount shall be payable by the Corporation in respect thereof. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents and appoints the Lead Agent Agents as trustee trustees of such rights and benefits for such Selling Firms, and the Lead Agent Agents hereby accepts accept such trust and agrees agree to hold such rights and benefits for and on behalf of such Selling Firms. The Agents shall use their commercially reasonable efforts to ensure such that any Selling Firm appointed pursuant to the provisions of this subsection 3(b) or with whom the Agents have a contractual relationship with respect to the Offering, if any, agrees with the Agents to comply with the covenants and obligations given by the Agents herein, including Schedule “A” hereto.
(c) The Corporation represents and warrants to, and covenants and agrees with, the Agents that the Corporation has prepared and filed the Preliminary Prospectus and has obtained pursuant to the Passport System a Passport Decision Document in respect of the proposed distribution of the Offered Units. The Corporation has prepared and will promptly, after the execution and delivery of this Agreement, file the Final Prospectus in each of the Qualifying Provinces with the Canadian Securities Regulators under applicable Securities Laws, and will use its best efforts to obtain a Passport Decision Document for the Final Prospectus in order to qualify the Offered Units for distribution in each of the Qualifying Provinces, as soon as possible, and in any event not later than 4:00 pm (Toronto time) on December 13, 2010 (or such other time and/or later date as the Corporation and the Lead Agent may agree) and until the day on which the distribution of the Offered Units is completed, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under applicable Securities Laws to qualify the distribution of the Offered Units in the Qualifying Provinces.
(d) The Agents shall, upon the Corporation obtaining a Passport Decision Document for the Final Prospectus from the Principal Regulator, deliver one copy of the Final Prospectus (together with any amendments thereto) to all persons resident in the Qualifying Provinces who are to acquire the Offered Units.
(e) Prior to the filing of the Preliminary Prospectus, the Final Prospectus and the Closing, the Corporation shall have permitted the Agents to review each of the Preliminary Prospectus and the Final Prospectus and shall allow the Agents to conduct any due diligence investigations which they reasonably require in order to fulfill their obligations as agents under applicable Securities Laws and in order to enable the Agents to responsibly execute the certificate in the Preliminary Prospectus and the Final Prospectus required to be executed by them.
Appears in 1 contract
The Offering. (a) The sale of the Offered Securities to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement. The Agents Agent will use their its best efforts to arrange for Purchasers for the Units in the Qualifying Jurisdictions and an in those Selling Jurisdictions outside Canada as may be agreed upon by the Agents Agent and the Corporation, acting reasonably, in connection with the Offering; provided, however, it is understood that the Agents are Agent is under no obligation to purchase any of the Units.
(b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Securities pursuant to the Final Prospectus. Each Purchaser in the United States shall purchase the Offered Securities pursuant to the U.S. Placement Memorandum and in accordance with Schedule “A” to this Agreement. Each other Purchaser shall purchase the Offered Securities in accordance with such procedures as the Corporation and the Agents Agent may mutually agree, acting reasonably, in order to fully comply with applicable Securities Laws and the Corporation hereby agrees to comply with all Securities Laws, including as to the filing of any notices or forms, on a timely basis in connection with the distribution of the Offered Securities so that the distribution of the Offered Securities in the Selling Jurisdictions outside of Canada and the United States may lawfully occur so as not to require registration or filing of a prospectus with respect thereto or compliance by the Corporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Corporation (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority under applicable Securities Laws in, such Selling Jurisdictions outside of Canada and the United States.
(c) The Corporation agrees that the Agents Agent shall have the right to invite one or more additional registered dealers (“Selling Firms”) acceptable to the Corporation Firms to form a selling group to participate in the soliciting of offers to purchase the Offered Securities. The Agents Agent shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling Firms) and the AgentsAgent. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents Agent and appoints the Lead Agent as trustee of such rights and benefits for such Selling Firms, and the Lead Agent hereby accepts such trust and agrees to hold such rights and benefits for and on behalf of such Selling Firms. The Agents Agent shall use their its commercially reasonable efforts to ensure such Selling Firm agrees with the Agents Agent to comply with the covenants and obligations given by the Agents Agent herein.
Appears in 1 contract
Sources: Agency Agreement
The Offering. (a) The sale of the Offered Securities to the Purchasers shall be effected in a manner that Each purchaser who is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement. The Agents will use their best efforts to arrange for Purchasers for the Units in the Qualifying Jurisdictions and in those Selling Jurisdictions outside Canada as may be agreed upon by the Agents and the Corporation, acting reasonably, in connection with the Offering; provided, however, it is understood that the Agents are under no obligation to purchase any of the Units.
(b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Securities Units pursuant to the Final Prospectus. Each Purchaser other purchaser not resident in the United States a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Units, which have been qualified by the Offered Securities pursuant to Final Prospectus in Canada, only on a private placement basis under the U.S. Placement Memorandum and applicable securities laws of the jurisdiction in accordance with Schedule “A” to this Agreement. Each other Purchaser shall purchase which the Offered Securities purchaser is resident or located, in accordance with such procedures as the Corporation Company and the Agents Agent may mutually agree, acting reasonably, in order to fully comply with applicable Securities Applicable Laws and the Corporation terms of this Agreement.
(b) The Company hereby agrees to comply with all Applicable Securities Laws, including as to Laws in the filing of any notices or forms, Qualifying Jurisdictions on a timely basis in connection with the distribution of the Offered Units and the Company shall execute and file with the Securities so that Commissions all forms, notices and certificates relating to the distribution of the Offered Offering required to be filed pursuant to Applicable Securities Laws in the Selling Qualifying Jurisdictions outside of Canada within the time required, and in the United States may lawfully occur so as not to require registration or filing of a prospectus with respect thereto or compliance form prescribed, by the Corporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Corporation (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority under applicable Applicable Securities Laws in, such Selling Jurisdictions outside of Canada and in the United StatesQualifying Jurisdictions.
(c) The Corporation agrees that Agent shall use its “commercially reasonable efforts” to arrange for the Agents shall have purchase of the right to invite one or more additional registered dealers Offered Units for sale:
(“Selling Firms”i) acceptable in the Qualifying Jurisdictions and
(ii) subject to the Corporation to form a selling group to participate consent of the Company, acting reasonably, in such other jurisdictions outside of the Qualifying Jurisdictions and the United States where permitted by and in accordance with Applicable Securities Laws and the applicable securities laws of such other jurisdictions, and provided that in the soliciting case of offers jurisdictions other than the Qualifying Jurisdictions, the Company shall not be required to purchase the Offered Securities. The Agents shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of become registered or file a prospectus or registration statement or similar document in such Selling Firms) jurisdictions and the Agents. The Corporation grants all of the rights and benefits of this Agreement Company will not be subject to any Selling Firm so appointed by the Agents and appoints the Lead Agent as trustee of continuous disclosure requirements in such rights and benefits for such Selling Firms, and the Lead Agent hereby accepts such trust and agrees to hold such rights and benefits for and on behalf of such Selling Firms. The Agents shall use their commercially reasonable efforts to ensure such Selling Firm agrees with the Agents to comply with the covenants and obligations given by the Agents hereinjurisdiction.
Appears in 1 contract
Sources: Agency Agreement
The Offering. (a) The sale of the Offered Securities Shares to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus Final Prospectus, U.S. Final Prospectus, the Blue Sky Registrations (as defined below), and in this Agreement. The Agents will use their commercially reasonable best efforts to arrange for Purchasers for the Units Offered Shares in the Qualifying Jurisdictions and in those Selling Jurisdictions jurisdictions outside of Canada and United States as may be agreed upon by the Agents Corporation and the CorporationAgents, each acting reasonably, in connection with the Offering; provided, however, it is understood that the Agents are under no obligation to purchase any of the Units.
(b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Securities pursuant to the Final Prospectus. Each Purchaser in the United States shall purchase the Offered Securities pursuant to the U.S. Placement Memorandum and in accordance with Schedule “A” to this Agreement. Each other Purchaser shall purchase the Offered Securities in accordance with such procedures as the Corporation and the Agents may mutually agree, acting reasonably, in order to fully comply with applicable Securities Laws and the Corporation hereby agrees to comply with all Securities Laws, including as to the filing of any notices or forms, on a timely basis in connection with the distribution of the Offered Securities so that the distribution of the Offered Securities in the Selling Jurisdictions outside of Canada and the United States may lawfully occur so as not to require registration or filing of a prospectus with respect thereto or compliance by the Corporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Corporation (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority under applicable Securities Laws in, such Selling Jurisdictions outside of Canada and the United States.
(c) The Corporation agrees that the Agents shall have the right to invite one or more additional registered investment dealers (each, a “Selling FirmsFirm”) acceptable to the Corporation to form a selling group to participate in the soliciting of offers to purchase the Offered SecuritiesShares. The Agents shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling Firms) and the Agentsgroup. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents and appoints the Lead Agent Agents as trustee of such rights and benefits for such Selling Firms, and the Lead Agent Agents hereby accepts accept such trust and agrees agree to hold such rights and benefits for and on behalf of such Selling Firms. .
(c) The Agents shall use their commercially reasonable efforts to ensure such that any Selling Firm agrees with appointed pursuant to the provisions of subsection 2(b), if any, shall: (i) be compensated by the Agents from their compensation hereunder; and (ii) agree to comply with the covenants and obligations given by the Agents herein.
(d) The Corporation represents and warrants to the Agents that the Corporation has prepared and filed the Preliminary Prospectus, U.S. Preliminary Prospectus, Blue Sky Registrations and other related documents (including, without limitation, any Marketing Materials) and has obtained pursuant to the Passport System a receipt or deemed receipt therefor in each of the Qualifying Provinces and acceptance of the U.S. Preliminary Prospectus on E▇▇▇▇ or the applicable state security regulator in the case of the Blue Sky Registrations. Further, the Corporation represents and warrants that the Corporation has prepared and filed the Registration Statement in conformity with the requirements of applicable United States federal securities laws, including the U.S. Preliminary Prospectus and such amendments and supplements thereto as may have been required to the date of this Agreement. The Corporation represents and warrants that the Corporation has taken such action as the Corporation has reasonably determined is necessary in order to obtain an exemption for, or to qualify the Offered Shares and the Broker Shares, under applicable securities or the blue sky laws of the states of the United States set forth on Exhibit A hereto (each such state, a “U.S. Registration State”). The Corporation shall promptly notify the Agents of the effectiveness of registration or exemption of each U.S. Registration State as such is obtained (each, a “Blue Sky Registration”). The Corporation has prepared and will promptly, after the execution and delivery of this Agreement, file the Final Prospectus in each of the Qualifying Provinces, the U.S. Final Prospectus with the SEC, and the U.S. Final Prospectus and Blue Sky Registrations and all necessary other materials with the SEC and U.S. Registration States, as applicable. Further, the Corporation will use its best efforts to obtain a receipt under the Passport System for the Final Prospectus and effectiveness of the Registration Statement in the U.S. and the effectiveness of the Blue Sky Registrations in order to qualify the Offered Shares and the Broker’s Warrants for distribution in each of the Qualifying Provinces and in the United States and the U.S. Registration States, as applicable and until the day on which the distribution of the Offered Shares and the Broker’s Warrants is completed, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Applicable Securities Laws to qualify the distribution of the Offered Shares and the Broker’s Warrants in the Qualifying Provinces and with the SEC and in the U.S. Registration States, as applicable.
(e) The Agents shall, upon the Corporation obtaining a receipt for the Final Prospectus and upon the filing of the U.S. Final Prospectus, deliver one copy of the Final Prospectus and U.S. Final Prospectus (together with any Supplementary Material and materials related to Blue Sky Registrations, if any) to all persons resident in the Qualifying Provinces, the United States, and the U.S. Registration States, as applicable, who are to acquire the Offered Shares.
(f) The Corporation has permitted the Agents to review the Final Prospectus and U.S. Final Prospectus and to conduct such due diligence investigations necessary to fulfil its obligations as agents under applicable Securities Laws and in order to enable the Agents to responsibly execute the certificate in the Final Prospectus required to be executed by them.
(g) The Corporation and the Agents covenant and agree:
(i) not to provide any potential investor of Offered Shares with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Materials are first provided to any potential investor of Offered Shares;
(ii) not to provide any potential investor with any materials or information in relation to the Offering or the Corporation other than: (A) such Marketing Materials that have been approved and filed in accordance with this Section 2; (B) the Preliminary Prospectus, the Final Prospectus, the U.S. Preliminary Prospectus, the U.S. Final Prospectus or any Supplementary Material; and (C) any “standard term sheets”, as defined in NI 41-101, approved in writing by the Corporation and the Agents; and
(iii) that any Marketing Materials approved and filed in accordance with this Section 2 and any standard term sheets approved in writing by the Corporation and the Agents shall only be provided to potential investors in the Qualifying Jurisdictions where the provision of such Marketing Materials or standard term sheets does not contravene Applicable Securities Laws.
Appears in 1 contract
The Offering. (a) The sale of the Offered Securities to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement. The Agents will use their best efforts to arrange for Purchasers for the Units in the Qualifying Jurisdictions and in those Selling Jurisdictions outside Canada as may be agreed upon by the Agents and the Corporation, acting reasonably, in connection with the Offering; provided, however, it is understood that the Agents are under no obligation to purchase any of the Units.
(b) Each Purchaser resident in a Qualifying Jurisdiction Province shall purchase the Offered Securities pursuant to the Final Prospectus. Each Purchaser in the United States shall purchase the Offered Securities pursuant to the U.S. Placement Memorandum and in accordance with Schedule “A” to this Agreement. Each other Purchaser shall purchase the Offered Securities in accordance with such procedures as the Corporation and the Agents Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable Securities Laws and the Corporation hereby agrees to comply with all Securities Laws, including as to the filing of any notices or forms, on a timely basis in connection with the distribution of the Offered Securities so that the distribution of the Offered Securities in the such Selling Jurisdictions outside of Canada and the United States may lawfully occur so as not to require registration or filing of a prospectus with respect thereto or compliance by the Corporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Corporation (or any of its directors, officers or employees) to any inquiry, investigation or proceeding proceedings of any securities regulatory authoritySecurities Regulator, stock exchange or other authority under applicable Securities Laws in, securities laws in such Selling Jurisdictions outside of Canada and the United StatesCanada.
(c) The Corporation agrees that the Agents Underwriters shall have the right to invite one or more additional registered investment dealers (each, a “Selling FirmsFirm”) acceptable to the Corporation to form a selling group to participate in the soliciting of offers to purchase the Offered Securities. The Agents shall have Underwriters has the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling Firms) and the AgentsUnderwriters, which compensation shall be at the Underwriters’ sole expense. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents Underwriters and appoints the Lead Agent Underwriters as trustee of such rights and benefits for such Selling Firms, and the Lead Agent Underwriters hereby accepts such trust and agrees to hold such rights and benefits for and on behalf of such Selling Firms. The Agents Underwriters shall use their commercially reasonable efforts to ensure such that any Selling Firm appointed pursuant to the provisions of this subsection 3(c) or with whom the Underwriters has a contractual relationship with respect to the Offering, if any, agrees with the Agents Underwriters to comply with the covenants and obligations given by the Agents Underwriters herein.
(d) The Underwriters, acting through their U.S. Affiliates in compliance with Schedule “A” hereto, may offer and re-sell the Units in the United States or to, or for the account or benefit of, U.S. Persons, that are Qualified Institutional Buyers in accordance with Rule 144A, or offer and sell the Units to Accredited Investors in accordance with Rule 506 of Regulation D, and in each case in compliance with the provisions of Schedule “A” hereof. With respect to Units sold in the United States or to, or for the account or benefit of, U.S. Persons that are Qualified Institutional Buyers in compliance with Rule 144A, the Underwriters, or their U.S. Affiliates, shall purchase such Units from the Corporation for resale in compliance with Rule 144A. With respect to Units sold in the United States or to, or for the account or benefit of, U.S. Persons that are Accredited Investors in accordance with Rule 506 of Regulation D, although this Agreement is presented on behalf of the Underwriters as purchasers of the Units, all Units sold in the United States or to, or for the account or benefit of, U.S. Persons, if any, in accordance with Rule 506 of Regulation D shall be sold directly to such persons as Substituted Purchasers by the Corporation in compliance with Schedule “A” hereto. To the extent that Accredited Investors purchase Units as Substituted Purchasers on the Closing Date, the obligations of the Underwriters to purchase Units shall be reduced by the number of Units purchased from the Corporation by such Substituted Purchasers; provided, however, that the fee payable to the Underwriters pursuant to this Agreement shall be payable in respect of any purchases of Units made in accordance with Rule 506 of Regulation D by Substituted Purchasers. Any reference in this Agreement to “the purchasers” of Units shall be taken to be a reference to the Underwriters, as the initial committed purchaser, and to the Substituted Purchasers, if any.
Appears in 1 contract
Sources: Underwriting Agreement
The Offering. (a) The sale of the Offered Securities to the Purchasers shall be effected in a manner that Each purchaser who is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement. The Agents will use their best efforts to arrange for Purchasers for the Units in the Qualifying Jurisdictions and in those Selling Jurisdictions outside Canada as may be agreed upon by the Agents and the Corporation, acting reasonably, in connection with the Offering; provided, however, it is understood that the Agents are under no obligation to purchase any of the Units.
(b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Securities Units pursuant to the Final Prospectus. Each Purchaser other purchaser not resident in the United States a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Units, which have been qualified by the Offered Securities pursuant to Final Prospectus in Canada, only on a private placement basis under the U.S. Placement Memorandum and applicable securities laws of the jurisdiction in accordance with Schedule “A” to this Agreement. Each other Purchaser shall purchase which the Offered Securities purchaser is resident or located, in accordance with such procedures as the Corporation Company and the Agents may mutually agree, acting reasonably, in order to fully comply with applicable Securities Applicable Laws and the Corporation terms of this Agreement.
(b) The Company hereby agrees to comply with all Applicable Securities Laws, including as to Laws in the filing of any notices or forms, Qualifying Jurisdictions on a timely basis in connection with the distribution of the Offered Units and the Company shall execute and file with the Securities so that Commissions all forms, notices and certificates relating to the distribution of the Offered Offering required to be filed pursuant to Applicable Securities Laws in the Selling Qualifying Jurisdictions outside of Canada within the time required, and in the United States may lawfully occur so as not to require registration or filing of a prospectus with respect thereto or compliance form prescribed, by the Corporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Corporation (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority under applicable Applicable Securities Laws in, such Selling Jurisdictions outside of Canada and in the United StatesQualifying Jurisdictions.
(c) The Corporation agrees that the Agents shall have the right to invite one or more additional registered dealers (“Selling Firms”) acceptable to the Corporation to form a selling group to participate in the soliciting of offers to purchase the Offered Securities. The Agents shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling Firms) and the Agents. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents and appoints the Lead Agent as trustee of such rights and benefits for such Selling Firms, and the Lead Agent hereby accepts such trust and agrees to hold such rights and benefits for and on behalf of such Selling Firms. The Agents shall use their commercially reasonable efforts “best efforts” to ensure arrange for the purchase of the Offered Units for sale:
(i) in the Qualifying Jurisdictions and, subject to the consent of the Company (acting reasonably); and
(ii) in such Selling Firm agrees other jurisdictions outside of the Qualifying Jurisdictions and the United States where permitted by and in accordance with Applicable Securities Laws and the Agents applicable securities laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions, the Company shall not be required to comply with become registered or file a prospectus or registration statement or similar document in such jurisdictions and the covenants and obligations given by the Agents hereinCompany will not be subject to any continuous disclosure requirements in such jurisdiction.
Appears in 1 contract
Sources: Agency Agreement
The Offering. (a) The sale of the Offered Securities to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement. The Agents Agent will use their its best efforts to arrange for Purchasers for the Units in the Qualifying Jurisdictions and in those Selling Jurisdictions outside Canada as may be agreed upon by the Agents Agent and the Corporation, acting reasonably, in connection with the Offering; provided, however, it is understood that the Agents are Agent is under no obligation to purchase any of the Units.
(b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Securities pursuant to the Final Prospectus. Each Purchaser in the United States shall purchase the Offered Securities pursuant to the U.S. Placement Memorandum and in accordance with Schedule “A” to this Agreement. Each other Purchaser shall purchase the Offered Securities in accordance with such procedures as the Corporation and the Agents Agent may mutually agree, acting reasonably, in order to fully comply with applicable Securities Laws and the Corporation hereby agrees to comply with all Securities Laws, including as to the filing of any notices or forms, on a timely basis in connection with the distribution of the Offered Securities so that the distribution of the Offered Securities in the Selling Jurisdictions outside of Canada and the United States may lawfully occur so as not to require registration or filing of a prospectus with respect thereto or compliance by the Corporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Corporation (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority under applicable Securities Laws in, such Selling Jurisdictions outside of Canada and the United States.
(c) The Corporation agrees that the Agents Agent shall have the right to invite one or more additional registered dealers (“Selling Firms”) acceptable to the Corporation Firms to form a selling group to participate in the soliciting of offers to purchase the Offered Securities. The Agents Agent shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling Firms) and the AgentsAgent. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents Agent and appoints the Lead Agent as trustee of such rights and benefits for such Selling Firms, and the Lead Agent hereby accepts such trust and agrees to hold such rights and benefits for and on behalf of such Selling Firms. The Agents Agent shall use their its commercially reasonable efforts to ensure such Selling Firm agrees with the Agents Agent to comply with the covenants and obligations given by the Agents Agent herein.
Appears in 1 contract
Sources: Agency Agreement
The Offering. (a) The sale of the Offered Securities to the Purchasers Offering shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement. The Agents will use their best efforts to arrange for Purchasers for the Units in the Qualifying Jurisdictions and in those Selling Jurisdictions outside Canada as may be agreed upon by the Agents and the Corporation, acting reasonably, in connection with the Offering; provided, however, it is understood that the Agents are under no obligation to purchase any of the Units.
(b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Securities Units pursuant to the Final Prospectus. Each Purchaser in the United States shall purchase the Offered Securities pursuant to the U.S. Placement Memorandum and in accordance with Schedule “A” to this Agreement. Each other Substituted Purchaser shall purchase the Offered Securities Units in accordance with such procedures as the Corporation and the Agents Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable Securities Laws and the Corporation hereby agrees to comply with all Securities Laws, including as to the filing of any notices or forms, on a timely basis in connection with the distribution of the Offered Securities Units so that the distribution of the Offered Securities Units in the Selling Jurisdictions outside of Canada and the United States may lawfully occur so as not to require registration or filing of a prospectus with respect thereto or compliance by the Corporation with regulatory requirements (including any continuous disclosure obligations) under the laws of), or subject the Corporation (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority authority, under applicable Securities Laws in, in such Selling Jurisdictions outside of Canada and the United States.
(c) The Corporation agrees that the Agents Underwriters shall have the right to invite one or more additional registered dealers (“Selling Firms”) acceptable to the Corporation to form a selling group (each a “Selling Firm” and together, the “Selling Group”) to participate in the soliciting of offers to purchase the Offered SecuritiesUnits. The Agents Underwriters shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling Firms) Group and the AgentsUnderwriters. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed engaged by the Agents Underwriters and appoints the Lead Agent Underwriters as trustee trustees of such rights and benefits for such Selling FirmsFirm, and the Lead Agent Underwriters hereby accepts accept such trust and agrees agree to hold such rights and benefits for and on behalf of such Selling FirmsFirm. The Agents Any Underwriter who engages a Selling Firm pursuant to the provisions of this Section 3(c) shall use their its commercially reasonable efforts to ensure such Selling Firm agrees with the Agents Underwriters to comply with the covenants and obligations given by the Agents herein.Underwriters herein.
Appears in 1 contract
Sources: Underwriting Agreement
The Offering. (a) The sale of the Offered Securities Shares to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement. The Agents will use their best efforts to arrange for Purchasers for the Units in the Qualifying Jurisdictions and in those Selling Jurisdictions outside Canada as may be agreed upon by the Agents and the Corporation, acting reasonably, in connection with the Offering; provided, however, it is understood that the Agents are under no obligation to purchase any of the Units.
(b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Securities Shares pursuant to the Final Prospectus. Each Purchaser in the United States shall purchase the Offered Securities Shares pursuant to the U.S. Private Placement Memorandum and in accordance with Schedule “A” to this Agreement. Each other Purchaser shall purchase the Offered Securities Shares in accordance with such procedures as the Corporation and the Agents Underwriter may mutually agree, acting reasonably, in order to fully comply with applicable Securities Laws and the Corporation hereby agrees to comply with all Securities Laws, including as to the filing of any notices or forms, on a timely basis in connection with the distribution of the Offered Securities Shares so that the distribution of the Offered Securities Shares in the Selling Jurisdictions outside of Canada and the United States may lawfully occur so as not to require registration or filing of a prospectus with respect thereto or compliance by the Corporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Corporation (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority under applicable Securities Laws in, such Selling Jurisdictions outside of Canada and the United States.
(c) The Corporation agrees that the Agents Underwriter shall have the right to invite one or more additional registered dealers (each, a “Selling FirmsFirm”) acceptable to the Corporation to form a selling group to participate in the soliciting of offers to purchase the Offered SecuritiesShares. The Agents Underwriter shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling Firms) and the AgentsUnderwriter. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents Underwriter and appoints the Lead Agent Underwriter as trustee of such rights and benefits for such Selling Firms, and the Lead Agent Underwriter hereby accepts accept such trust and agrees agree to hold such rights and benefits for and on behalf of such Selling Firms. The Agents If the Underwriter appoints a Selling Firm pursuant to the provisions of this Section 3(c) shall use their its commercially reasonable efforts to ensure such Selling Firm agrees with the Agents Underwriter to comply with the covenants and obligations given by the Agents Underwriter herein.
Appears in 1 contract
Sources: Underwriting Agreement (Nouveau Monde Graphite Inc.)
The Offering. (a) The sale of the Offered Securities Shares to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement. The Agents will use their best efforts to arrange for Purchasers for the Units Shares in the Qualifying Jurisdictions Provinces and in those Selling Jurisdictions jurisdictions outside of Canada as may be agreed upon by the Agents Company and the CorporationAgents, acting reasonably, in connection with the Offering; provided, however, it is understood and agreed that the Agents are under shall have no obligation to purchase any of the UnitsShares.
(b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Securities pursuant to the Final Prospectus. Each Purchaser in the United States shall purchase the Offered Securities pursuant to the U.S. Placement Memorandum and in accordance with Schedule “A” to this Agreement. Each other Purchaser shall purchase the Offered Securities in accordance with such procedures as the Corporation and the Agents may mutually agree, acting reasonably, in order to fully comply with applicable Securities Laws and the Corporation hereby agrees to comply with all Securities Laws, including as to the filing of any notices or forms, on a timely basis in connection with the distribution of the Offered Securities so that the distribution of the Offered Securities in the Selling Jurisdictions outside of Canada and the United States may lawfully occur so as not to require registration or filing of a prospectus with respect thereto or compliance by the Corporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Corporation (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority under applicable Securities Laws in, such Selling Jurisdictions outside of Canada and the United States.
(c) The Corporation Company agrees that the Agents shall have the right to invite one or more additional registered investment dealers (each, a “Selling FirmsFirm”) acceptable to the Corporation to form a selling group to participate in the soliciting of offers to purchase the Offered SecuritiesShares. The Agents shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling Firms) and the Agents. The Corporation Company grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents and appoints the Lead Agent Agents as trustee trustees of such rights and benefits for such Selling Firms, and the Lead Agent Agents hereby accepts accept such trust and agrees agree to hold such rights and benefits for and on behalf of such Selling Firms. The Agents shall use their commercially reasonable efforts to ensure such that any Selling Firm appointed pursuant to the provisions of this subsection 3(b) or with whom the Agents have a contractual relationship with respect to the Offering, if any, agrees with the Agents to comply with the covenants and obligations given by the Agents herein.
(c) The Company represents and warrants to, and covenants and agrees with, the Agents that the Company has prepared and filed the Preliminary Prospectus and has obtained pursuant to the Passport System, a Passport Decision Document in respect of the proposed distribution of the Shares. The Company has prepared and will promptly, after the execution and delivery of this Agreement, file the Final Prospectus in each of the Qualifying Provinces with the Canadian Securities Regulators under applicable Securities Laws, and will use its best efforts to obtain a Passport Decision Document for the Final Prospectus in order to qualify the Shares for distribution in each of the Qualifying Provinces, as soon as possible, and in any event not later than 2:00 p.m. (Vancouver time)/5:00 p.m. (Toronto time) on November 16, 2012 (or such other time and/or later date as the Company and the Lead Agent may agree) and until the day on which the distribution of the Shares is completed, the Company will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under applicable Securities Laws to qualify the distribution of the Shares in the Qualifying Provinces.
(d) The Agents shall, upon the Company obtaining a Passport Decision Document for the Final Prospectus from the Principal Regulator, deliver one copy of the Final Prospectus (together with any amendments thereto) to all persons resident in the Qualifying Provinces who are to acquire the Shares.
(e) Prior to the filing of the Preliminary Prospectus, the Final Prospectus and the Closing, the Company shall have permitted the Agents to review each of the Preliminary Prospectus and the Final Prospectus and shall allow the Agents to conduct any due diligence investigations which they reasonably require in order to fulfill their obligations as agents under applicable Securities Laws and in order to enable the Agents to responsibly execute the certificate in the Preliminary Prospectus and the Final Prospectus required to be executed by them.
Appears in 1 contract
The Offering. (a) The sale of the Offered Securities Units to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement. The Agents will use their best efforts to arrange for Purchasers for the Units in the Qualifying Jurisdictions and in those Selling Jurisdictions outside Canada as may be agreed upon by the Agents and the Corporation, acting reasonably, in connection with the Offering; provided, however, it is understood that the Agents are under no obligation to purchase any of the Units.
(b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Securities Units pursuant to the Final Prospectus. Each Purchaser in the United States shall purchase the Offered Securities Units pursuant to the U.S. Placement Memorandum and in accordance with Schedule “AB” to this Agreement. Each other Purchaser shall purchase the Offered Securities Units in accordance with such procedures as the Corporation Company and the Agents Underwriter may mutually agree, acting reasonably, including the execution of representation letters by each Purchaser of Units in order to fully comply with applicable Securities Laws and the Corporation hereby agrees to comply with all Securities Laws, including as to the filing of any notices or forms, on a timely basis in connection with the distribution of the Offered Securities so that the distribution of the Offered Securities in the Selling Jurisdictions outside of Canada and the United States may lawfully occur so as not to require confirming that no registration or filing of a prospectus with respect thereto or compliance by the Corporation Company with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Corporation Company (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority under applicable Securities Laws in, such Selling Jurisdictions outside of Canada and the United StatesStates will be required.
(c) The Corporation Company agrees that the Agents Underwriter shall have the right to invite one or more additional registered dealers (each, a “Selling FirmsFirm”) acceptable to the Corporation to form a selling group to participate in the soliciting of offers to purchase the Offered SecuritiesUnits. The Agents Underwriter shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling Firms) and the AgentsUnderwriter. The Corporation Company grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents Underwriter and appoints the Lead Agent Underwriter as trustee trustees of such rights and benefits for such Selling Firms, and the Lead Agent Underwriter hereby accepts accept such trust and agrees agree to hold such rights and benefits for and on behalf of such Selling Firms. The Agents Any Underwriter who appoints a Selling Firm pursuant to the provisions of this Section 3(c) shall use their its commercially reasonable efforts to ensure such Selling Firm agrees with the Agents Underwriter to comply with the covenants and obligations given by the Agents Underwriter herein.
Appears in 1 contract
Sources: Underwriting Agreement
The Offering. (a) The sale of the Offered Securities to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement. The Agents will use their best efforts to arrange for Purchasers for the Units in the Qualifying Jurisdictions and in those Selling Jurisdictions outside Canada as may be agreed upon by the Agents and the Corporation, acting reasonably, in connection with the Offering; provided, however, it is understood that the Agents are under no obligation to purchase any of the Units.
(b) Each Purchaser resident in a Qualifying Jurisdiction shall will purchase the Offered Securities pursuant to the Final Prospectus. Each Purchaser in the United States shall purchase the Offered Securities pursuant to the U.S. Placement Memorandum and in accordance with Schedule “A” to this AgreementProspectus Supplement. Each other Purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Securities, only on a private placement basis under the Offered Securities applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Corporation and the Agents Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable Securities Laws laws and the terms of this Agreement (including Schedule “A” to this Agreement with respect to offers and sales of Offered Securities in the United States). The Corporation hereby agrees to comply secure compliance with all Securities Laws, including as to Laws of the filing of any notices or forms, Qualifying Jurisdictions on a timely basis in connection with the distribution of the Offered Securities and the Corporation shall execute and file with the Canadian Securities Regulators all forms, notices and certificates relating to the Offering required to be filed pursuant to applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by applicable Securities Laws in the Qualifying Jurisdictions. The Corporation also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Corporation’s expense all private placement forms required to be filed by the Corporation in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Securities in the Selling Jurisdictions outside of Canada and the United States may lawfully occur so as not to require registration or without the necessity of filing of a prospectus or any similar document under the Applicable Laws outside of Canada The Underwriters agree to assist the Corporation in all reasonable respects to secure compliance with respect thereto all regulatory requirements in connection with the Offering.
(b) The Corporation understands that although this Agreement is presented on behalf of the Underwriters as purchaser, the Underwriters may arrange for Substituted Purchasers for the Offered Securities. It is further understood that the Underwriters agree to purchase or compliance cause to be purchased the Units, and if the Over-Allotment Option is exercised, the Additional Securities, as applicable, being issued by the Corporation with regulatory requirements (including any continuous disclosure obligations) under and that this commitment is not subject to the laws ofUnderwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser will purchase Offered Securities at the respective Issue Price set forth in the paragraphs above, or subject and to the extent that Substituted Purchasers purchase Offered Securities, the obligations of the Underwriters to do so will be reduced by the number of Offered Securities purchased by the Substituted Purchasers from the Corporation (or any of its directorsbut will not relieve the Underwriters from paying to the Corporation the Issue Price per Offered Security purchased by such Substituted Purchasers). Any reference in this Agreement hereafter to “Purchasers” will be taken to be a reference to the Underwriters, officers or employees) as the initial committed purchasers, and to any inquirythe Substituted Purchasers, investigation or proceeding of any securities regulatory authorityif any. Notwithstanding the foregoing all Offered Securities sold pursuant to Rule 144A will first be purchased by the Underwriters, stock exchange or other authority under applicable Securities Laws inacting as principal, such Selling Jurisdictions outside of Canada and the United States.resold in transactions in accordance with Rule 144A.
(c) The Corporation agrees that the Agents shall Underwriters will have the right to invite one or more additional registered dealers or brokers (each, a “Selling FirmsFirm”) acceptable as agents to assist with the Corporation to form a selling group to participate in the soliciting sale of offers to purchase the Offered Securities. The Agents shall Underwriters have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of group, such Selling Firms) and compensation to be payable by the AgentsUnderwriters. The Corporation grants all of the rights Underwriters will, and benefits of this Agreement to will cause any Selling Firm so appointed by to agree to, comply with applicable Securities Laws in connection with the Agents distribution of the Units and appoints will offer the Lead Agent Units for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectus Supplement and this Agreement. The Underwriters will: (i) use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Securities as trustee soon as reasonably practicable but in any event no later than 7 days after the Corporation’s filing of such rights the Prospectus Supplement; and benefits for such (ii) as soon as practicable after the completion of the distribution of the Offered Securities, and in any event within 30 days after the Closing Date, notify the Corporation thereof, on their behalf and on behalf of the Selling Firms, and provide the Lead Agent hereby accepts such trust Corporation with a breakdown of the number of Offered Securities distributed in the Qualifying Jurisdictions and agrees any other jurisdictions subject to hold such Section 3(c)(ii).
(d) The Corporation will forthwith: (i) file, concurrently with the execution of this Agreement, the Prospectus Supplement and other documents with the Canadian Securities Regulators as required under applicable Securities Laws; and (ii) elect to use the Passport System and designate the OSC as the principal regulator thereunder.
(e) Until the earlier of the date on which: (i) the distribution of the Offered Securities is completed; or (ii) the Underwriters have exercised their termination rights pursuant to Sections 13 and benefits 14, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under the Securities Laws to continue to qualify the distribution of the Offered Securities or, in the event that the Offered Securities have, for any reason, ceased so to qualify, to so qualify again the Offered Securities, as applicable, for distribution in the Qualifying Jurisdictions. The Underwriters will, upon the Corporation filing the Prospectus Supplement, and upon receiving sufficient copies of the Prospectus Supplement from the Corporation in accordance with subsection 5(d)(i), deliver one copy of the Prospectus Supplement (together with any amendments thereto) to all persons resident in the Qualifying Jurisdictions who are to acquire the Offered Securities.
(f) Prior to the filing of the Prospectus Supplement and the Closing, the Corporation will have permitted the Underwriters to review the Prospectus Supplement and will allow the Underwriters to conduct any due diligence investigations which they reasonably require in order to fulfill their obligations as Underwriters under applicable Securities Laws and in order to enable the Underwriters to responsibly execute the certificate in the Prospectus Supplement required to be executed by them. Unless so advised otherwise, the Underwriters will be entitled to rely on behalf the advice or absence of advice, as the case may be, of the Corporation in the course of their due diligence investigations.
(g) In carrying out their responsibilities under this Agreement, the Underwriters will necessarily rely on information prepared or supplied by the Corporation. The Underwriters will apply reasonable standards of diligence to their due diligence inquiries. However, the Underwriters will be entitled to reasonably rely on and assume no obligation to verify the accuracy or completeness of such Selling Firmsinformation and under no circumstances will the Underwriters be liable to the Corporation or any securityholder for any damages arising out of the inaccuracy or incompleteness of such information. The Agents shall use their commercially reasonable efforts Corporation maintains sole responsibility for the accuracy and completeness of the Offering Documents, all Documents Incorporated by Reference, and any other disclosure document to ensure such Selling Firm agrees be prepared in connection with the Agents to comply with the covenants and obligations given Offering, except any portions thereof that are provided by the Agents hereinUnderwriters.
Appears in 1 contract
Sources: Underwriting Agreement
The Offering. (a) The sale of the Offered Securities to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement. The Agents will use their best efforts to arrange for Purchasers for the Units in the Qualifying Jurisdictions and in those Selling Jurisdictions outside Canada as may be agreed upon by the Agents and the Corporation, acting reasonably, in connection with the Offering; provided, however, it is understood that the Agents are under no obligation to purchase any of the Units.
(b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Securities pursuant to the Final Prospectus. Each Purchaser in the United States shall purchase the Offered Securities pursuant to the U.S. Placement Memorandum and in accordance with Schedule “A” to this Agreement. Each other Purchaser shall purchase the Offered Securities in accordance with such procedures as the Corporation and the Agents may mutually agree, acting reasonably, in order to fully comply with applicable Securities Laws and the Corporation hereby agrees to comply with all Securities Laws, including as to the filing of any notices or forms, on a timely basis in connection with the distribution of the Offered Securities so that the distribution of the Offered Securities in the Selling Jurisdictions outside of Canada and the United States may lawfully occur so as not to require registration or filing of a prospectus with respect thereto or compliance by the Corporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Corporation (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority under applicable Securities Laws in, such Selling Jurisdictions outside of Canada and the United States.
(c) The Corporation agrees that the Agents shall have the right to invite one or more additional registered dealers (“Selling Firms”) acceptable to the Corporation Firms to form a selling group to participate in the soliciting of offers to purchase the Offered Securities. The Agents shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling Firms) and the Agents. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents and appoints the Lead Agent as trustee of such rights and benefits for such Selling Firms, and the Lead Leaf Agent hereby accepts such trust and agrees to hold such rights and benefits for and on behalf of such Selling Firms. The Agents Lead Agent shall use their its commercially reasonable efforts to ensure such Selling Firm agrees with the Agents to comply with the covenants and obligations given by the Agents herein.
Appears in 1 contract
Sources: Agency Agreement
The Offering. (a) The sale Each purchaser of the Offered Securities Units pursuant to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement. The Agents will use their best efforts to arrange for Purchasers for the Units in the Qualifying Jurisdictions and in those Selling Jurisdictions outside Canada as may be agreed upon by the Agents and the Corporation, acting reasonably, in connection with the Offering; provided, however, it is understood that the Agents are under no obligation to purchase any of the Units.
(b) Each Purchaser Offering resident in a Qualifying Jurisdiction shall purchase the Offered Securities Units pursuant to the Final Prospectus. Each Purchaser in the United States shall purchase the Offered Securities pursuant to the U.S. Placement Memorandum and in accordance with Schedule “A” to this Agreement. Each other Purchaser shall purchase the Offered Securities in accordance with such procedures as the Corporation and the Agents may mutually agree, acting reasonably, in order to fully comply with applicable Securities Laws and the Corporation The Company hereby agrees to comply with all applicable Canadian Securities Laws, including as to Laws of the filing of any notices or forms, Qualifying Jurisdictions on a timely basis in connection with the distribution of the Offered Units to enable the Units and the Over-Allotment Units, if applicable, to be lawfully distributed in the Qualifying Jurisdictions in accordance with Canadian Securities so Laws through the Underwriters or any other investment dealers or brokers registered as such in the Qualifying Jurisdictions and acting in compliance with Canadian Securities Laws applicable to them and terms of their respective registrations. The Underwriters agree to assist the Company in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering.
(b) The Company understands that although this Agreement is presented on behalf of the distribution Underwriters as purchasers, the Underwriters may arrange for substituted purchasers (the “Substituted Purchasers”) for the Offered Units; and in connection with private placements of the Offered Securities Units in the Selling Jurisdictions outside of Canada and the United States may lawfully occur so as not only in accordance with the U.S. Securities Laws, the provisions of this Agreement and, without limiting the foregoing, specifically Schedule “A” of this Agreement. It is further understood that the Underwriters agree to require registration purchase or filing of a prospectus with respect thereto or compliance cause to be purchased the Units, and if the Over-Allotment Option is exercised, the Over- Allotment Units being issued by the Corporation Company and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser shall purchase Offered Units at the Issue Price, and to the extent that Substituted Purchasers purchase Offered Units, the obligations of the Underwriters to do so will be reduced by the number of Offered Units purchased by the Substituted Purchasers from the Company (but shall not relieve the Underwriters from paying to the Company the Issue Price per Offered Unit purchased by such Substituted Purchasers). Any reference in this Agreement hereafter to “purchasers” shall be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any. Notwithstanding the foregoing all Offered Units sold pursuant to Rule 144A shall first be purchased by the Underwriters, acting as principal, and resold in transactions in accordance with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Corporation (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority under applicable Securities Laws in, such Selling Jurisdictions outside of Canada and the United States.Rule 144A.
(c) The Corporation Company agrees that the Agents shall Underwriters shall, at their own expense, have the right to invite appoint one or more additional registered investment dealers (each, a “Selling FirmsFirm”) acceptable to the Corporation to form a selling group to participate in the soliciting of offers to purchase the Offered SecuritiesUnits. The Agents shall Underwriters have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of group, provided that such Selling Firms) compensation shall be payable by, and the Agentssole responsibility of, the Underwriters. The Corporation grants all of the rights and benefits of this Agreement to Underwriters shall ensure that any Selling Firm so appointed by pursuant to the Agents and appoints provisions of this subsection 1(c) or with whom the Lead Agent as trustee of such rights and benefits for such Selling FirmsUnderwriters have a contractual relationship with respect to the Offering, and the Lead Agent hereby accepts such trust and agrees to hold such rights and benefits for and on behalf of such Selling Firms. The Agents shall use their commercially reasonable efforts to ensure such Selling Firm if any, agrees with the Agents Underwriters to comply with the covenants and obligations given by the Agents hereinUnderwriters herein or to which the Underwriters are subject.
(d) The Company represents and warrants to, and covenants and agrees with, the Underwriters that the Company has prepared and will promptly, after the execution and delivery of this Agreement, file with the Canadian Securities Regulators the Preliminary Prospectus and other related documents relating to the proposed distribution in the Qualifying Jurisdictions of the Offered Units in accordance with the Canadian Securities Laws and the Company shall use its reasonable efforts to obtain a receipt for the Preliminary Prospectus from the Principal Regulator on its own behalf and on behalf of the other Canadian Securities Regulators pursuant to the Passport System and NP 11-202 on the date of such filing, and in any event shall obtain such receipt by no later than 4:00 p.m. (Toronto time) on April 18, 2019;
(e) The Company shall use its reasonable efforts to promptly resolve all comments received of, or deficiencies raised by, the Canadian Securities Regulators with respect to the Preliminary Prospectus as soon as possible after receipt of such comments. The Company shall have prepared and filed the Final Prospectus and other related documents relating to the proposed distribution of the Offered Units in the Qualifying Jurisdictions in accordance with the Canadian Securities Laws and the Company shall obtain a receipt for the Final Prospectus from the Principal Regulator on its own behalf and on behalf of the other Canadian Securities Regulators pursuant to the Passport System and NP 11-202 by 4:00 pm (Toronto time) on May 8, 2019 (or such other time and/or later date as the Company and Eight Capital (on behalf of the Underwriters) may mutually agree).
(f) Until the earlier of the date on which: (i) the distribution of the Offered Units is completed; or (ii) the Underwriters have exercised their termination rights pursuant to Section 10, the Company will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under the Canadian Securities Laws to continue to qualify the distribution of the Offered Units or, in the event that the Offered Units have, for any reason, ceased so to qualify, to so qualify again the Offered Units, as applicable, for distribution in the Qualifying Jurisdictions. The Underwriters shall, upon the Company obtaining a receipt for the Final Prospectus from or on behalf of each of the Canadian Securities Regulators, and upon receiving sufficient copies of the Final Prospectus from the Company in accordance with subsection 3(d)(ii), deliver one copy of the Final Prospectus (together with any amendments thereto) to all persons resident in the Qualifying Jurisdictions who are to acquire the Offered Units.
(g) Prior to the filing of the Preliminary Prospectus, the filing of the Final Prospectus and the Closing, the Company shall have permitted the Underwriters to review each of the Preliminary Prospectus and the Final Prospectus and shall allow the Underwriters to conduct any due diligence investigations which they reasonably require in order to fulfil their obligations as underwriters under applicable Canadian Securities Laws to enable the Underwriters to responsibly execute the certificate in the Preliminary Prospectus and the Final Prospectus required to be executed by them.
Appears in 1 contract
Sources: Underwriting Agreement
The Offering. (a) The sale of the Offered Securities Units to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement. The Agents will use their best efforts to arrange for Purchasers for the Units in the Qualifying Jurisdictions and in those Selling Jurisdictions outside Canada as may be agreed upon by the Agents and the Corporation, acting reasonably, in connection with the Offering; provided, however, it is understood that the Agents are under no obligation to purchase any of the Units.
(b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Securities Units pursuant to the Final Prospectus. Each Purchaser who is, or is purchasing for the account or benefit of, a U.S. Person or a person in the United States shall purchase the Offered Securities Units pursuant to the U.S. Placement Memorandum and in accordance with Schedule “AC” to this Agreement. Each other Purchaser shall purchase the Offered Securities Units in accordance with such procedures as the Corporation and the Agents may mutually agree, acting reasonably, in order to fully comply with applicable Securities Laws and the Corporation hereby agrees to comply with all Securities Laws, including as to the filing of any notices or forms, on a timely basis in connection with the distribution of the Offered Securities Units so that the distribution of the Offered Securities Units in the Selling Jurisdictions outside of Canada and the United States may lawfully occur so as not to require registration or filing of a prospectus or similar document with respect thereto or compliance by the Corporation with regulatory requirements (including any continuous disclosure obligations) under the laws of), or subject the Corporation (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority authority, under applicable Securities Laws in, in such Selling Jurisdictions outside of Canada and the United States.
(c) The Corporation agrees that the Agents shall have the right to invite one or more additional registered dealers (“Selling Firms”) acceptable to the Corporation to form a selling group (each a “Selling Firm” and together, the “Selling Group”) to participate in the soliciting of offers to purchase the Offered SecuritiesUnits. The Agents shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling Firms) Group and the Agents. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents and appoints the Lead Agent Agents as trustee trustees of such rights and benefits for such Selling FirmsFirm, and the Lead Agent Agents hereby accepts accept such trust and agrees agree to hold such rights and benefits for and on behalf of such Selling FirmsFirm. The Agents Any Agent who appoints a Selling Firm pursuant to the provisions of this Section 3(c) shall use their its commercially reasonable efforts to ensure such Selling Firm agrees with the Agents to comply with the covenants and obligations given by the Agents herein.
Appears in 1 contract
Sources: Agency Agreement
The Offering.
(a) The sale of the Offered Securities to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement. The Agents will use their best efforts to arrange for Purchasers for the Units in the Qualifying Jurisdictions and in those Selling Jurisdictions outside Canada as may be agreed upon by the Agents and the Corporation, acting reasonably, in connection with the Offering; provided, however, it is understood that the Agents are under no obligation to purchase any of the Units.
(b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Securities pursuant to the Final Prospectus. Each Purchaser in the United States shall purchase the Offered Securities pursuant to the U.S. Placement Memorandum and in accordance with Schedule “A” to this Agreement. Each other Purchaser shall purchase the Offered Securities in accordance with such procedures as the Corporation and the Agents may mutually agree, acting reasonably, in order to fully comply with applicable Securities Laws and the Corporation hereby agrees to comply with all Securities Laws, including as to the filing of any notices or forms, on a timely basis in connection with the distribution of the Offered Securities so that the distribution of the Offered Securities in the Selling Jurisdictions outside of Canada and the United States may lawfully occur so as not to require registration or filing of a prospectus with respect thereto or compliance by the Corporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Corporation (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority under applicable Securities Laws in, such Selling Jurisdictions outside of Canada and the United States.
(c) The Corporation agrees that the Agents shall will have the right to invite one or more additional registered dealers or brokers (each, a “Selling FirmsFirm”) acceptable as agents to assist with the Corporation to form a selling group to participate in the soliciting sale of offers to purchase the Offered Securities. The Agents shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of group, such Selling Firms) and compensation to be payable by the Agents. The Corporation grants all of the rights Agents will, and benefits of this Agreement to will cause any Selling Firm so appointed by to agree to, comply with Securities Laws in connection with the distribution of the Debenture Units and will offer the Debenture Units for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus and this Agreement. The Agents will: (i) use all commercially reasonable efforts to complete and appoints cause each Selling Firm to complete the Lead Agent distribution of the Offered Securities as trustee soon as reasonably practicable; and (ii) as soon as practicable after the completion of such rights the distribution of the Offered Securities, notify the Corporation thereof, on their behalf and benefits for such on behalf of the Selling Firms, and provide the Lead Agent hereby accepts such trust Corporation with a breakdown of the number of Offered Securities distributed in the Qualifying Jurisdictions and agrees any other jurisdictions subject to hold such rights Section 3(b)(ii).
(b) The Agents and benefits any Selling Firm will be entitled to offer and sell the Offered Securities only in: (i) the Qualifying Jurisdictions; and (ii) with the prior written consent of the Corporation, in jurisdictions other than the Qualifying Jurisdictions, in accordance with any applicable securities and other laws in the jurisdictions in which the Agents and/or Selling Firms offer the Offered Securities.
(c) The Corporation will forthwith: (i) prepare and file the Final Prospectus and other documents with the Canadian Securities Regulators as required under Securities Laws;
(ii) elect to use the Passport System and designate the ASC as the principal regulator thereunder; and (iii) obtain a receipt for the Final Prospectus from the Principal Regulator on its own behalf and on behalf of such the other Canadian Securities Regulators under the Passport System, which will also evidence that a receipt has been issued or is deemed to have been issued for the Final Prospectus by each of the Canadian Securities Regulators of the other Qualifying Jurisdictions and that the Corporation otherwise fulfilled all of the legal requirements to qualify the Offered Securities for distribution to the public in the Qualifying Jurisdictions through the Agents or Selling Firms. The Agents shall use their commercially reasonable efforts .
(d) Until the completion of the distribution of the Offered Securities, the Corporation will promptly take, or cause to ensure such Selling Firm agrees with be taken, all additional steps and proceedings that may from time to time be required under Securities Laws in the Qualifying Jurisdictions to continue to qualify the distribution of the Offered Securities.
(e) Prior to the filing of the Final Prospectus and the Closing, the Corporation will have permitted the Agents to comply with review the covenants Final Prospectus and will allow the Agents to conduct any due diligence investigations which they reasonably require in order to fulfill their obligations given as Agents under Securities Laws and in order to enable the Agents to responsibly execute the certificate in the Final Prospectus required to be executed by them.
(f) Closing is subject to the Minimum Offering being obtained. All funds received by the Agent for subscriptions will be held in trust by the Agents hereinuntil the Minimum Offering has been obtained or will be returned to the subscribers without interest or deduction if the Minimum Offering is not obtained within the period required to complete the Offering pursuant to Securities Laws, unless the subscribers have otherwise instructed the Agents.
Appears in 1 contract
Sources: Agency Agreement
The Offering. (a) The sale of the Offered Securities to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement. The Agents will use their best efforts to arrange for Purchasers for the Units in the Qualifying Jurisdictions and in those Selling Jurisdictions outside Canada as may be agreed upon by the Agents and the Corporation, acting reasonably, in connection with the Offering; provided, however, it is understood that the Agents are under no obligation to purchase any of the Units.
(b) Each Purchaser resident in a Qualifying Jurisdiction shall will purchase the Offered Securities pursuant to the Final Prospectus. Each other Purchaser participating in the United States Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Securities, only on a private placement basis under the Offered applicable Securities pursuant to Laws of the U.S. Placement Memorandum and jurisdiction in accordance with Schedule “A” to this Agreement. Each other which the Purchaser shall purchase the Offered Securities is resident or located, in accordance with such procedures as the Corporation Company and the Agents Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable Securities Laws and the Corporation terms of this Agreement (including Schedule “A” to this Agreement with respect to offers and sales of Offered Securities in the United States). The Company hereby agrees to comply secure compliance with all Securities Laws, including as to Laws of the filing of any notices or forms, Qualifying Jurisdictions on a timely basis in connection with the distribution of the Offered Securities and the Company shall execute and file with the Canadian Securities Regulators all forms, notices and certificates relating to the Offering required to be filed pursuant to applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by applicable Securities Laws in the Qualifying Jurisdictions. The Company also agrees to file within the periods stipulated under applicable Laws outside of Canada and at the Company’s expense all private placement forms required to be filed by the Company in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Securities in the Selling Jurisdictions outside of Canada and the United States may lawfully occur so as not to require registration or without the necessity of filing of a prospectus or any similar document under the applicable Laws outside of Canada. The Underwriters agree to assist the Company in all reasonable respects to secure compliance with respect thereto all regulatory requirements in connection with the Offering.
(b) The Company understands that although this Agreement is presented on behalf of the Underwriters as Purchaser, the Underwriters may arrange for substituted purchasers (the “Substituted Purchasers”) for the Offered Securities. It is further understood that the Underwriters agree to purchase or compliance cause to be purchased the Units, and if the Over-Allotment Option is exercised, the Additional Securities, as applicable, being issued by the Corporation Company and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser will purchase Offered Securities at the respective Issue Price set forth in the paragraphs above, and to the extent that Substituted Purchasers purchase Offered Securities, the obligations of the Underwriters to do so will be reduced by the number of Offered Securities purchased by the Substituted Purchasers from the Company (but will not relieve the Underwriters from paying to the Company the Issue Price per Offered Security purchased by such Substituted Purchasers). Any reference in this Agreement hereafter to “Purchasers” will be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any. Notwithstanding the foregoing all Offered Securities sold pursuant to Rule 144A will first be purchased by the Underwriters, acting as principal, and resold in transactions in accordance with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Corporation (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority under applicable Securities Laws in, such Selling Jurisdictions outside of Canada and the United States.Rule 144A.
(c) The Corporation Company agrees that the Agents shall Lead Underwriter will have the right to invite one or more additional registered dealers or brokers (each, a “Selling FirmsFirm”) acceptable as agents to assist with the Corporation to form a selling group to participate in the soliciting sale of offers to purchase the Offered Securities. The Agents shall have Lead Underwriter has the exclusive right to control all compensation arrangements between the members of the selling group (comprised of group, such Selling Firms) and compensation to be payable by the AgentsLead Underwriter. The Corporation Company grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents Lead Underwriter and appoints the Lead Agent Underwriter as trustee trustees of such rights and benefits for such Selling Firms, and the Lead Agent Underwriter hereby accepts accept such trust and agrees agree to hold such rights and benefits for and on behalf of such Selling Firms. The Agents Lead Underwriter will, and will cause any Selling Firm to agree to, comply with applicable Securities Laws in connection with the distribution of the Units and will offer the Units for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus and this Agreement.
(d) The Company represents and warrants to, and covenants and agrees with, the Underwriters that the Company has prepared and will concurrently with the execution and delivery of this Agreement, file the Preliminary Prospectus and other related documents (including, without limitation, any Marketing Materials to be prepared in respect of the Offering) relating to the proposed distribution in the Qualifying Jurisdictions of the Offered Securities in accordance with the Securities Laws and the Company shall use their commercially reasonable make its best efforts to ensure obtain a receipt for the Preliminary Prospectus from the Principal Regulator on its own behalf and on behalf of the other Canadian Securities Regulators pursuant to the Passport System and NP 11-202 by no later than 5:00 p.m. (Pacific time) on January 13, 2021.
(e) The Company shall promptly resolve all comments received of, or deficiencies raised by, the Canadian Securities Regulators with respect to the Preliminary Prospectus as soon as possible after receipt of such Selling Firm agrees comments. On or before January 21, 2021 the Company shall have prepared and filed the Final Prospectus and other related documents (including any Marketing Materials prepared in respect of the Offering if not previously filed by the Company) relating to the proposed distribution of the Offered Securities in the Qualifying Jurisdictions in accordance with the Agents Securities Laws and the Company shall obtain a receipt for the Final Prospectus from the Principal Regulator on its own behalf and on behalf of the other Canadian Securities Regulators pursuant to comply the Passport System and NP 11-202 by 5:00 pm (Pacific time) on January 21, 2021 (or such other time and/or later date as the Company and the Lead Underwriter may agree).
(f) Until the earlier of the date on which: (i) the distribution of the Offered Securities is completed; or
(ii) the Underwriters have exercised their termination rights pursuant to Sections 13 and 14, the Company will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under the Securities Laws to continue to qualify the distribution of the Offered Securities or, in the event that the Offered Securities have, for any reason, ceased so to qualify, to so qualify again the Offered Securities, as applicable, for distribution in the Qualifying Jurisdictions. The Underwriters will, upon the Company filing the Final Prospectus, and upon receiving sufficient copies of the Final Prospectus from the Company in accordance with subsection 5(d)(i), deliver one copy of the Final Prospectus (together with any amendments thereto) to all Persons resident in the Qualifying Jurisdictions who are to acquire the Offered Securities.
(g) Prior to the filing of the Preliminary Prospectus, the filing of the Final Prospectus and the Closing, the Company will have permitted the Underwriters, their legal counsel and consultants will be provided with timely access to all information required to permit them to conduct a full due diligence investigation of the business and affairs of the Company and its subsidiaries and the business conducted by the Company and its subsidiaries before the Closing of the Offering. Without limiting the foregoing, the Underwriters shall be permitted to conduct all due diligence that they may, in their sole discretion, require in order to fulfil their obligations as underwriters and to execute the certificates required of them in each of the Preliminary Prospectus, and the Final Prospectus, and in that regard the Company will make available to the Underwriters, their legal counsel and consultants, on a timely basis, all corporate and operating records, all legal information, material Contracts, technical reports, Financial Information, budgets, and other relevant information necessary in order to complete the due diligence investigation of the business, properties and affairs of the Company and its subsidiaries as well as of their respective directors, officers, and employees and the Company will make available senior management, the chair of the audit committee, legal counsel to the Company and other applicable experts to participate in one or more due diligence sessions to be held prior to the Closing Date. All information furnished to the Underwriters and their counsel in connection with the covenants and obligations given due diligence investigations of the Underwriters will be treated by the Agents Underwriters, their legal counsel and consultants as confidential and will only be used in connection with the Underwriters’ engagement hereunder.
(h) The Underwriters may retain the services of independent consultants, mutually acceptable to both the Lead Underwriter and the Company (such acceptance not to be unreasonably withheld or delayed). To complete its due diligence investigations, senior management of the Company will make themselves available to provide such assistance in marketing the Offering as the Lead Underwriter may reasonably request. Each of the Offering Documents shall be in form and substance satisfactory to the Lead Underwriter and in compliance with applicable Securities Laws of the Qualifying Jurisdictions.
(i) In carrying out their responsibilities under this Agreement, the Underwriters will necessarily rely on information prepared or supplied by the Company. The Underwriters will apply reasonable standards of diligence to their due diligence inquiries. However, the Underwriters will be entitled to reasonably rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will the Underwriters be liable to the Company or any security holder for any damages arising out of the inaccuracy or incompleteness of such information. The Company maintains sole responsibility for the accuracy and completeness of the Offering Documents, all Documents Incorporated by Reference, and any other disclosure document to be prepared in connection with the Offering, except any portions thereof that are provided by the Underwriters.
(j) If the Company makes information concerning the Company or the Offering available to third parties, the Company will bear the sole responsibility for the accuracy and completeness of the information provided to third parties. The Company represents and warrants to the Lead Underwriter that: (i) the information so provided to third parties will be accurate and complete in all material respects and will not be misleading or omit to state any fact or information which would be material to parties considering the Offering, and (ii) all information and documentation concerning the Company and the Offering that is provided to the Lead Underwriter in connection with this Agreement will be accurate and complete in all material respects and not misleading and will not omit to state any fact or information which would be material to a financial advisor and agent performing the services contemplated herein.
Appears in 1 contract
Sources: Underwriting Agreement
The Offering. (a) The sale of the Offered Securities Units to the Purchasers shall will be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Final Prospectus and in this Agreement. The Agents will use their best commercially reasonable efforts to arrange for Purchasers for the Offered Units in the Qualifying Jurisdictions and in those Selling Jurisdictions jurisdictions outside of Canada as may be agreed upon by the Agents Corporation and the CorporationAgents, each acting reasonably, in connection with the Offering; provided, however, it is understood that the Agents are under no obligation to purchase any of the Units.
(b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Securities pursuant to the Final Prospectus. Each Purchaser in the United States shall purchase the Offered Securities pursuant to the U.S. Placement Memorandum and in accordance with Schedule “A” to this Agreement. Each other Purchaser shall purchase the Offered Securities in accordance with such procedures as the Corporation and the Agents may mutually agree, acting reasonably, in order to fully comply with applicable Securities Laws and the Corporation hereby agrees to comply with all Securities Laws, including as to the filing of any notices or forms, on a timely basis in connection with the distribution of the Offered Securities so that the distribution of the Offered Securities in the Selling Jurisdictions outside of Canada and the United States may lawfully occur so as not to require registration or filing of a prospectus with respect thereto or compliance by the Corporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Corporation (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority under applicable Securities Laws in, such Selling Jurisdictions outside of Canada and the United States.
(c) The Corporation agrees that the Agents shall will have the right to invite one or more additional registered investment dealers (each, a “Selling FirmsFirm”) acceptable to the Corporation to form a selling group to participate in the soliciting of offers to purchase the Offered SecuritiesUnits. The Agents shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling Firms) and the Agentsgroup. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents and appoints the Lead Agent Agents as trustee of such rights and benefits for such Selling Firms, and the Lead Agent Agents hereby accepts accept such trust and agrees agree to hold such rights and benefits for and on behalf of such Selling Firms. .
(c) The Agents shall use their commercially reasonable efforts to will ensure such that any Selling Firm agrees with appointed pursuant to the provisions of subsection 1(b), if any, will: (i) be compensated by the Agents from their compensation hereunder; and (ii) agree to comply with the covenants and obligations given by the Agents herein.
(d) The Corporation represents and warrants to the Agents that the Corporation has prepared and filed the Prospectus and other related documents (including, without limitation, any Marketing Materials) and has obtained pursuant to the Passport System a receipt or deemed receipt therefor in each of the Qualifying Jurisdictions in order to qualify the Offered Units and the CFF Units for distribution in each of the Qualifying Jurisdictions and until the day on which the distribution of the Offered Units and the CFF Units is completed, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under applicable Securities Laws to qualify the distribution of the Offered Units and the CFF Units in the Qualifying Jurisdictions.
(e) The Agents have delivered one copy of the Final Prospectus (together with any Supplementary Material, if any) to all persons resident in the Qualifying Jurisdictions who are to acquire the Offered Units.
(f) The Corporation and the Agents covenant and agree:
(i) not to provide any potential investor of Offered Units with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Corporation with the applicable Securities Regulators on or before the day such Marketing Materials are first provided to any potential investor of Offered Units;
(ii) not to provide any potential investor with any materials or information in relation to the Offering or the Corporation other than: (A) such Marketing Materials that have been approved and filed in accordance with this Section 1(f); (B) the Prospectus or any Supplementary Material; (C) the Investor Presentation and (D) the Standard Term Sheet; and
(iii) that any Marketing Materials approved and filed in accordance with this Section 1(f) and any standard term sheets approved in writing by the Corporation and the Agents will only be provided to potential investors in the Qualifying Jurisdictions where the provision of such Marketing Materials or standard term sheets does not contravene applicable Securities Laws.
(g) The Corporation and the Agents acknowledge that the Offered Units have not been and will not be registered under the U.S. Securities Act or any state Securities Laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, nor may the Warrants or the Compensation Warrants be exercised in the United States or by or on behalf of a U.S. Person, except pursuant to exemptions from the registration requirements of the U.S. Securities Act and the Applicable Laws of any state of the United States in the manner specified in this Agreement.
Appears in 1 contract
Sources: Agency Agreement
The Offering. The Issuer Arkanova Energy Corporation (the “Issuer”). Issue Price US$0.10 per Share Offering There is no minimum or maximum offering. Selling Jurisdictions The United States or offshore (the “Selling Jurisdictions”). Exemptions The offering will be made in accordance with the following exemptions: (a) The sale of the Offered Securities to Accredited Investor exemption as provided by Regulation D promulgated under the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws 1933 Act; and upon the terms and conditions set out in the Prospectus and in this Agreement. The Agents will use their best efforts to arrange for Purchasers for the Units in the Qualifying Jurisdictions and in those Selling Jurisdictions outside Canada (b) such other exemptions as may be agreed upon by available the Agents securities laws of the Selling Jurisdictions. Resale restrictions and the Corporation, acting reasonably, in connection with the Offering; provided, however, it is understood legends The Subscriber acknowledges that the Agents are under no obligation to purchase any resale of any of the Units.
(b) Each Purchaser resident Shares will be subject to resale restrictions contained in a Qualifying Jurisdiction shall purchase the Offered Securities pursuant securities legislation applicable to the Final ProspectusSubscriber or proposed transferee. Each Purchaser The Subscriber acknowledges that none of the Shares have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States shall purchase the Offered Securities pursuant to the U.S. Placement Memorandum and unless registered in accordance with Schedule federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. The Subscriber acknowledges that the certificates representing the Shares will bear the following legends: “ATHESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.” The Subscriber and any Beneficial Purchaser are advised to this Agreementconsult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them. Each other Purchaser shall purchase the Offered Securities in accordance with such procedures as the Corporation Closing Date Payment for, and the Agents may mutually agree, acting reasonably, in order to fully comply with applicable Securities Laws and the Corporation hereby agrees to comply with all Securities Laws, including as to the filing of any notices or forms, on a timely basis in connection with the distribution delivery of the Offered Securities so that the distribution of the Offered Securities in the Selling Jurisdictions outside of Canada and the United States may lawfully Shares, is scheduled to occur so on such date as not to require registration or filing of a prospectus with respect thereto or compliance determined by the Corporation with regulatory requirements Company in its sole discretion (including any continuous disclosure obligations) under the laws of, or subject the Corporation (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority under applicable Securities Laws in, such Selling Jurisdictions outside of Canada and the United States“Closing Date”).
(c) The Corporation agrees that the Agents shall have the right to invite one or more additional registered dealers (“Selling Firms”) acceptable to the Corporation to form a selling group to participate in the soliciting of offers to purchase the Offered Securities. The Agents shall have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling Firms) and the Agents. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents and appoints the Lead Agent as trustee of such rights and benefits for such Selling Firms, and the Lead Agent hereby accepts such trust and agrees to hold such rights and benefits for and on behalf of such Selling Firms. The Agents shall use their commercially reasonable efforts to ensure such Selling Firm agrees with the Agents to comply with the covenants and obligations given by the Agents herein.
Appears in 1 contract
Sources: Private Placement Subscription Agreement (Arkanova Energy Corp.)