Underwriters Covenants. The Underwriter covenants and agrees with the Corporation that it will: (a) conduct activities in connection with the proposed offer and sale of the Offered Shares in compliance with all Applicable Securities Laws and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered Shares; (b) not advertise the proposed offering or sale of the Offered Shares in the printed media of general and regular paid circulation, radio, television or telecommunications including electronic display nor provide or make available to prospective purchasers of the Offered Shares any document or material which would constitute an offering memorandum as defined under Applicable Securities Laws; (c) not solicit subscriptions for the Offered Shares, trade in the Offered Shares or otherwise do any act in furtherance of a trade of the Offered Shares outside of the Selling Jurisdictions except in compliance with the applicable securities laws thereof and provided that the Underwriter may so solicit, trade or act within such jurisdiction only if such solicitation, trade or act is in compliance with applicable securities laws in such jurisdiction and does not: (i) obligate the Corporation to take any action to qualify any of its securities or any trade of any of its securities; (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; or (iii) subject the Corporation to any reporting or other requirement in such jurisdiction; (d) obtain from each Subscriber a properly completed and executed Subscription Agreement and all applicable undertakings, questionnaires and other forms required under Applicable Securities Laws and by the Exchange and supplied to the Underwriter for completion in connection with the distribution of the Offered Shares; (e) keep confidential the Responses unless: (i) such information is already in the public domain (through no fault of the Underwriter); (ii) disclosure of such information is required by law or pursuant to a legal proceeding; or (iii) such information is disclosed to the Underwriter by another party who is not subject to an obligation of confidentiality; and (f) provide to the Corporation all necessary information in respect of the Underwriter and the Subscribers to allow the Corporation to file, with the Securities Commissions, if required, reports of the trades of the Offered Shares in accordance with Applicable Securities Laws within ten (10) days of the Closing Date.
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Samples: Underwriting Agreement (Tag Oil LTD), Underwriting Agreement (Tag Oil LTD)
Underwriters Covenants. The Underwriter (a) Each of the Underwriters covenants and agrees with the Corporation that it will:
(ai) conduct activities in connection with the proposed offer and sale of the Offered Prospectus Shares in compliance with all the Applicable Securities Laws and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established Firm in connection with the distribution of the Offered Prospectus Shares;
(b) not advertise the proposed offering or sale of the Offered Shares in the printed media of general and regular paid circulation, radio, television or telecommunications including electronic display nor provide or make available to prospective purchasers of the Offered Shares any document or material which would constitute an offering memorandum as defined under Applicable Securities Laws;
(cii) not solicit subscriptions for the Offered Prospectus Shares, trade in the Offered Prospectus Shares or otherwise do any act in furtherance of a trade of the Offered Prospectus Shares in any jurisdictions outside of the Selling Qualifying Jurisdictions or in other jurisdictions outside of Canada, except in compliance with the applicable securities laws thereof and provided that the Underwriter may so solicit, trade or act within such jurisdiction only if such solicitation, trade or act is in compliance with applicable securities laws in such jurisdiction and does not: (i) obligate the Corporation to take any action to qualify any of its securities or any trade of any of its securities; (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; or as otherwise permitted by this Agreement;
(iii) subject as soon as reasonably practicable after the Closing Date, and in any event not later than 30 days after the Closing Date and any Over-Allotment Option Closing Date, provide the Corporation to with a breakdown of the number of Prospectus Shares sold in each of the Qualifying Jurisdictions, and in any reporting or other requirement in such jurisdiction;
(d) obtain from each Subscriber a properly completed and executed Subscription Agreement and all applicable undertakingsjurisdiction and, questionnaires and other forms required under Applicable Securities Laws and by the Exchange and supplied to the Underwriter for upon completion in connection with of the distribution of the Offered Prospectus Shares;
(e) keep confidential , provide to the Responses unless: (i) such information is already in Corporation, to the public domain (through no fault of Securities Commissions and to the Underwriter); (ii) disclosure of such information is Exchange notice to that effect, if required by law or pursuant to a legal proceeding; or (iii) such information is disclosed to the Underwriter by another party who is not subject to an obligation of confidentialityApplicable Securities Laws; and
(fiv) provide not make any representations or warranties with respect to the Corporation all necessary information or the Prospectus Shares other than as set forth in respect the Prospectus and any Supplemental Material.
(b) For the purposes of this Section 24, the Underwriter Underwriters shall be entitled to assume that the Prospectus Shares may be lawfully offered for sale and sold in the Subscribers to allow Qualifying Jurisdictions if the Corporation to file, with Final Receipt has been issued evidencing that a receipt for the Prospectus has been issued by the Securities Commissions, if requiredprovided the Underwriters do not have actual knowledge, reports and have not been notified in writing by the Corporation, of any circumstances that would legally prohibit such distribution.
(c) No Underwriter will be liable to the Corporation under this Section 24 with respect to a default by any of the trades other Underwriters or any member of any Selling Firm appointed by another Underwriter but will be liable to the Offered Shares in accordance with Applicable Securities Laws within ten (10) days Corporation only for its own default, the default of its affiliate or the Closing Datedefault of any Selling Firm appointed by such Underwriter.
Appears in 1 contract
Underwriters Covenants. The Underwriter Each of the Underwriters covenants and agrees with the Corporation that it will:
(a) conduct its activities in connection with the proposed offer and sale of the Offered Shares Securities in compliance with this Agreement and all Applicable Securities Laws and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered SharesSecurities;
(b) not advertise the proposed offering or sale of the Offered Shares in the printed media of general and regular paid circulation, radio, television or telecommunications including electronic display nor provide or make available to prospective purchasers of the Offered Shares any document or material which would constitute an offering memorandum as defined under Applicable Securities Laws;
(c) not solicit subscriptions for the Offered SharesSecurities, trade in the Offered Shares Securities or otherwise do any act in furtherance of a trade of the Offered Shares Securities outside of the Selling Offering Jurisdictions except in any other jurisdiction in compliance with the applicable securities laws thereof (but in no event in the United States) and provided that each of the Underwriter Underwriters may so solicit, trade or act within such jurisdiction only if such solicitation, trade or act is in compliance with applicable securities laws Applicable Securities Laws in such jurisdiction and does not: not (except in respect of the requirement by the Corporation to file the Registration Statement): (i) obligate the Corporation to take any action to qualify or register any of its securities or any trade of any of its securitiessecurities (including the distribution of the Offered Securities); (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; or (iii) subject the Corporation to any reporting or other requirement in such jurisdiction;
(dc) obtain from each Subscriber a properly completed and an executed Subscription Agreement and all applicable undertakings, questionnaires and other forms required under Applicable Securities Laws and by or requirements of the Exchange Exchanges, including for the completion of the Registration Statement to be filed with the SEC, and supplied to the Underwriter Underwriters by the Corporation for completion in connection with the distribution of the Offered SharesSecurities;
(d) not advertise the proposed offering or sale of the Offered Securities in printed media of general and regular paid circulation, radio, television or telecommunications, including electronic display, and not take any actions nor provide or make available to prospective purchasers of Offered Securities any document or material which would constitute or require the Corporation to prepare an offering memorandum as defined under Applicable Securities Laws in the Offering Jurisdictions or the United States;
(e) keep confidential comply with, and ensure that it and the Responses unless: Selling Dealer Group and its respective directors, officers, employees and affiliates comply with all Applicable Securities Laws and the terms and conditions set forth in this Agreement;
(f) certifies to the Corporation (and acknowledges that the Corporation is relying thereon) that it (i) such information is already in is, and will remain until the public domain (through no fault completion of the Underwriter); Offering, appropriately registered under Applicable Securities Laws so as permit it to lawfully fulfill its obligations hereunder, (ii) disclosure has good and sufficient right and authority to enter into this Agreement and complete its obligations contemplated under this Agreement on the terms and conditions set out herein, and (iii) is resident or otherwise subject to the securities legislation of such information is required by law the Offering Jurisdictions and can avail itself of the relevant prospectus and registration exemptions available under the Applicable Securities Laws in the Offering Jurisdictions; and
(g) conduct the Offering in accordance with Rule 903 of Regulation S and that, accordingly, in connection with the Offering, neither the Underwriters, any member of the Selling Dealer Group nor any of their respective affiliates or pursuant any other person acting on any of their behalf, will make (i) any offer to a legal proceeding; sell, or any solicitation of an offer to buy, any Offered Securities to any person in the United States, (ii) any sale of Offered Securities to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, or (iii) such information is disclosed any Directed Selling Efforts in the United States with respect to the Underwriter by another party who is not subject to an obligation of confidentiality; and
(f) provide to the Corporation all necessary information in respect of the Underwriter and the Subscribers to allow the Corporation to file, with the Securities Commissions, if required, reports of the trades of the Offered Shares in accordance with Applicable Securities Laws within ten (10) days of the Closing DateSecurities.
Appears in 1 contract
Underwriters Covenants. The Underwriter covenants and agrees with the Corporation that it will:
(a) conduct its activities in connection with the proposed offer and sale of the Offered Flow- Through Shares in compliance with this Agreement and all Applicable Securities Laws and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered Flow-Through Shares;
(b) not advertise the proposed offering or sale of the Offered Shares in the printed media of general and regular paid circulation, radio, television or telecommunications including electronic display nor provide or make available to prospective purchasers of the Offered Shares any document or material which would constitute an offering memorandum as defined under Applicable Securities Laws;
(c) not solicit subscriptions for the Offered Flow-Through Shares, trade in the Offered Flow-Through Shares or otherwise do any act in furtherance of a trade of the Offered Flow-Through Shares outside of the Selling Jurisdictions except in any other jurisdiction in compliance with the applicable securities laws thereof (but in no event in the United States) and provided that the Underwriter may so solicit, trade or act within such jurisdiction only if such solicitation, trade or act is in compliance with applicable securities laws Applicable Securities Laws in such jurisdiction and does not: not (except in respect of the requirement by the Corporation to file the Registration Statement): (i) obligate the Corporation to take any action to qualify or register any of its securities or any trade of any of its securitiessecurities (including the distribution of the Flow-Through Shares); (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; or (iii) subject the Corporation to any reporting or other requirement in such jurisdiction;
(dc) obtain from each Subscriber a properly completed and an executed Subscription Agreement and all applicable undertakings, questionnaires and other forms required under Applicable Securities Laws and by or requirements of the Exchange Exchanges, including for the completion of the resale registration statement to be filed with the SEC, and supplied to the Underwriter by the Corporation for completion in connection with the distribution of the Offered Flow-Through Shares;
(d) not advertise the proposed offering or sale of the Flow-Through Shares in printed media of general and regular paid circulation, radio, television or telecommunications, including electronic display, and not take any actions nor provide or make available to prospective purchasers of Flow-Through Shares any document or material which would constitute or require the Corporation to prepare an offering memorandum as defined under Applicable Securities Laws in the Selling Jurisdictions;
(e) keep confidential comply with, and ensure that it and the Responses unless: Selling Dealer Group and its respective directors, officers, employees and affiliates comply with all Applicable Securities Laws and the terms and conditions set forth in this Agreement;
(f) certifies to the Corporation (and acknowledges that the Corporation is relying thereon) that the Underwriter (i) such information is already in is, and will remain until the public domain (through no fault completion of the Underwriter); Offering, appropriately registered under Applicable Securities Laws so as permit it to lawfully fulfill its obligations hereunder, (ii) disclosure has good and sufficient right and authority to enter into this Agreement and complete its obligations contemplated under this Agreement on the terms and conditions set out herein, and (iii) is resident or otherwise subject to the securities legislation of such information is required by law the Selling Jurisdictions and can avail itself of the relevant prospectus and registration exemptions available under the Applicable Securities Laws in the Selling Jurisdictions; and
(g) offer or pursuant sell Flow-Through Shares only in an off-shore transaction in accordance with Rule 903 of Regulation S and that, accordingly, neither the Underwriter, any member of the Selling Dealer Group nor any of their respective affiliates or any other person acting on any of their behalf, will make (i) any offer to a legal proceeding; sell, or any solicitation of an offer to buy, any Flow-Through Shares to any person in the United States, (ii) any sale of Flow-Through Shares to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, or (iii) such information is disclosed any Directed Selling Efforts in the United States with respect to the Underwriter by another party who is not subject to an obligation of confidentiality; and
(f) provide to the Corporation all necessary information in respect of the Underwriter and the Subscribers to allow the Corporation to file, with the Securities Commissions, if required, reports of the trades of the Offered Shares in accordance with Applicable Securities Laws within ten (10) days of the Closing DateFlow-Through Shares.
Appears in 1 contract
Underwriters Covenants. The Underwriter Each of the Underwriters covenants and agrees with the Corporation that it will:
(a) conduct its activities in connection with the proposed offer and sale of the Offered Shares Securities in compliance with this Agreement and all Applicable Securities Laws and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered SharesSecurities;
(b) not advertise the proposed offering or sale of the Offered Shares in the printed media of general and regular paid circulation, radio, television or telecommunications including electronic display nor provide or make available to prospective purchasers of the Offered Shares any document or material which would constitute an offering memorandum as defined under Applicable Securities Laws;
(c) not solicit subscriptions for the Offered SharesSecurities, trade in the Offered Shares Securities or otherwise do any act in furtherance of a trade of the Offered Shares Securities outside of the Selling Offering Jurisdictions except in any other jurisdiction in compliance with the applicable securities laws thereof (but in no event in the United States) and provided that the Underwriter Underwriters may so solicit, trade or act within such jurisdiction only if such solicitation, trade or act is in compliance with applicable securities laws Applicable Securities Laws in such jurisdiction and does not: not (except in respect of the requirement by the Corporation to file the Registration Statement): (i) obligate the Corporation to take any action to qualify or register any of its securities or any trade of any of its securitiessecurities (including the distribution of the Offered Securities); (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; or (iii) subject the Corporation to any reporting or other requirement in such jurisdiction;
(dc) obtain from each Subscriber a properly completed and an executed Subscription Agreement and all applicable undertakings, questionnaires and other forms required under Applicable Securities Laws and by or requirements of the Exchange Exchanges, including for the completion of the Registration Statement to be filed with the SEC, and supplied to the Underwriter Underwriters by the Corporation for completion in connection with the distribution of the Offered SharesSecurities;
(d) not advertise the proposed offering or sale of the Offered Securities in printed media of general and regular paid circulation, radio, television or telecommunications, including electronic display, and not take any actions nor provide or make available to prospective purchasers of Offered Securities any document or material which would constitute or require the Corporation to prepare an offering memorandum as defined under Applicable Securities Laws in the Offering Jurisdictions;
(e) keep confidential comply with, and ensure that it and the Responses unless: Selling Dealer Group and its respective directors, officers, employees and affiliates comply with all Applicable Securities Laws and the terms and conditions set forth in this Agreement;
(f) certifies to the Corporation (and acknowledges that the Corporation is relying thereon) that such Underwriter (i) such information is already in is, and will remain until the public domain (through no fault completion of the Underwriter); Offering, appropriately registered under Applicable Securities Laws so as permit it to lawfully fulfill its obligations hereunder, (ii) disclosure has good and sufficient right and authority to enter into this Agreement and complete its obligations contemplated under this Agreement on the terms and conditions set out herein, and (iii) is resident or otherwise subject to the securities legislation of such information is required by law the Offering Jurisdictions and can avail itself of the relevant prospectus and registration exemptions available under the Applicable Securities Laws in the Offering Jurisdictions; and
(g) conduct the Offshore Offering in accordance with Rule 903 of Regulation S and that, accordingly, in connection with the Offshore Offering, neither the Underwriters, any member of the Selling Dealer Group nor any of their respective affiliates or pursuant any other person acting on any of their behalf, will make (i) any offer to a legal proceeding; sell, or any solicitation of an offer to buy, any Offered Securities to any person in the United States, (ii) any sale of Offered Securities to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, or (iii) such information is disclosed any Directed Selling Efforts in the United States with respect to the Underwriter by another party who is not subject to an obligation of confidentiality; andOffered Securities.
(fh) provide to Conduct the Corporation all necessary information in respect of the Underwriter and the Subscribers to allow the Corporation to file, with the Securities Commissions, if required, reports of the trades of the Offered Shares U.S. Offering in accordance with Applicable Securities Laws within ten (10) days Rule 506 of Regulation D and that, accordingly, in connection with the U.S. Offering, neither the Underwriters, any member of the Closing DateSelling Dealer Group nor any of their respective affiliates or any other person acting on any of their behalf, will make (i) any offer to sell, or any solicitation of an offer to buy, any Offered Common Shares to any Person that is not an Accredited Investor, or (ii) any form of general solicitation or general advertising, including, but not limited to any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
Appears in 1 contract
Underwriters Covenants. The Underwriter (a) Each of the Underwriters covenants and agrees with the Corporation Trust that it will:
(ai) offer the Firm Debentures for sale to the public only in those of the Qualifying Provinces in which it is appropriately registered to do so;
(ii) conduct activities in connection with the proposed offer and sale of the Offered Shares Firm Debentures in compliance with all the Applicable Securities Laws and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered SharesFirm Debentures;
(biii) not advertise use all reasonable efforts to complete the proposed offering or sale distribution of the Offered Shares in the printed media of general and regular paid circulation, radio, television or telecommunications including electronic display nor provide or make available to prospective purchasers of the Offered Shares any document or material which would constitute an offering memorandum Firm Debentures as defined under Applicable Securities Lawssoon as possible;
(civ) not to make use of any “greensheet” in respect of the Firm Debentures without the approval of the Administrator and shall comply with Applicable Securities Laws with respect to the use of “greensheets” and any other marketing material during the waiting period;
(v) give prompt written notice to the Administrator when, in the opinion of the Underwriters, the distribution of the Firm Debentures has ceased;
(vi) not solicit subscriptions for the Offered SharesFirm Debentures, trade in the Offered Shares Firm Debentures or otherwise do any act in furtherance of a trade of the Offered Shares Firm Debentures outside of the Selling Jurisdictions except Qualifying Provinces or, subject to Section 22(b), in compliance other jurisdictions outside of Canada; and
(vii) as soon as reasonably practicable after the Closing Date (and in any event not later than 30 days following the cessation of distribution of Firm Debentures) provide the Trust with a breakdown of the applicable securities laws thereof and provided number of Firm Debentures sold in each of the Qualifying Provinces and, upon completion of the distribution of the Firm Debentures, provide to the Trust notice to that effect, if required by Applicable Securities Laws.
(b) For the purposes of this Section 22, the Underwriters shall be entitled to assume that the Underwriter Firm Debentures may so solicit, trade or act within such jurisdiction only if such solicitation, trade or act is be lawfully offered for sale and sold in compliance with applicable securities laws in such jurisdiction the Qualifying Provinces by duly qualified investment dealers and does not: (i) obligate the Corporation to take any action to qualify any of its securities or any trade of any of its securities; (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; or (iii) subject the Corporation to any reporting or other requirement in such jurisdiction;
(d) obtain from each Subscriber a properly completed and executed Subscription Agreement and all applicable undertakings, questionnaires and other forms required brokers under Applicable Securities Laws and by the Exchange and supplied to the Underwriter for completion in connection with the distribution of the Offered Shares;
(e) keep confidential the Responses unless: (i) such information is already in the public domain (through no fault of Qualifying Provinces, if the Underwriter); (ii) disclosure of such information is required final MRRS decision document has been issued evidencing that a receipt for the Prospectus has been issued by law or pursuant to a legal proceeding; or (iii) such information is disclosed to the Underwriter by another party who is not subject to an obligation of confidentiality; and
(f) provide to the Corporation all necessary information in respect of the Underwriter and the Subscribers to allow the Corporation to file, with the Securities Commissions, if requiredprovided the Underwriters do not have actual knowledge, reports and have not been notified in writing by the Trust or the Administrator, of any circumstances that would legally prohibit such distribution.
(c) No Underwriter will be liable to the Trust under this Section 22 with respect to a default by any of the trades of other Underwriters but will be liable to the Offered Shares in accordance with Applicable Securities Laws within ten (10) days of the Closing DateTrust only for its own default.
Appears in 1 contract
Underwriters Covenants. The Underwriter (a) Each of the Underwriters covenants and agrees with the Corporation Trust that it will:
(ai) offer the Offered Securities for sale to the public only in those of the Qualifying Provinces in which it is appropriately registered to do so, and may, subject to the terms of this agreement, offer the Offered Securities for sale in the United States only in the manner contemplated by Schedule "A" attached hereto, which is incorporated herein by reference;
(ii) conduct activities in connection with the proposed offer and sale of the Offered Shares Securities in compliance with all the Applicable Securities Laws and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered SharesSecurities;
(biii) not advertise use all reasonable efforts to complete the proposed offering or sale distribution of the Offered Shares Securities as soon as possible;
(iv) not to make use of any "greensheet" in the printed media of general and regular paid circulation, radio, television or telecommunications including electronic display nor provide or make available to prospective purchasers respect of the Offered Shares any document or material which would constitute an offering memorandum as defined under Securities without the approval of the Administrator and shall comply with Applicable Securities LawsLaws with respect to the use of "greensheets" and any other marketing material during the waiting period;
(cv) give prompt written notice to the Administrator when, in the opinion of the Underwriters, the distribution of the Offered Securities has ceased;
(vi) not solicit subscriptions for the Offered SharesSecurities, trade in the Offered Shares Securities or otherwise do any act in furtherance of a trade of the Offered Shares Securities outside of the Selling Jurisdictions except Qualifying Provinces or, subject to Section 22(c), in compliance other jurisdictions outside of Canada; and
(vii) as soon as reasonably practicable after the Closing Date (and in any event, not later than 30 days following the cessation of distribution of the Offered Securities) provide the Trust with a breakdown of the number of Purchased Securities sold in each of the Qualifying Provinces and, upon completion of the distribution of the Purchased Securities, provide to the Trust notice to that effect, if required by Applicable Securities Laws.
(b) For the purposes of this Section 22, the Underwriters shall be entitled to assume that the Offered Securities may be lawfully offered for sale and sold in the Qualifying Provinces by duly qualified investment dealers and brokers under Applicable Securities Laws in the Qualifying Provinces, if the final MRRS decision document has been issued evidencing that a receipt for the Prospectus has been issued by the Securities Commissions, provided the Underwriters do not have actual knowledge, and have not been notified in writing by the Trust or the Administrator, of any circumstances that would legally prohibit such distribution.
(c) The Underwriters shall be entitled to offer the Offered Securities to certain purchasers in the United States in accordance with the applicable securities laws thereof terms set out in Schedule "A" attached hereto, which terms, and provided that the Underwriter may so solicitrepresentations, trade or act within such jurisdiction only if such solicitation, trade or act is in compliance with applicable securities laws warranties and covenants set out in such jurisdiction and does not: (i) obligate the Corporation Schedule shall be deemed to take any action to qualify any of its securities or any trade of any of its securities; (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; or (iii) subject the Corporation to any reporting or other requirement in such jurisdiction;be incorporated by reference into this agreement.
(d) obtain from each Subscriber a properly completed and executed Subscription Agreement and all applicable undertakings, questionnaires and other forms required under Applicable Securities Laws and by the Exchange and supplied No Underwriter will be liable to the Underwriter for completion in connection Trust under this Section 22 with the distribution respect to a default by any of the Offered Shares;
(e) keep confidential the Responses unless: (i) such information is already in the public domain (through no fault of the Underwriter); (ii) disclosure of such information is required by law or pursuant to a legal proceeding; or (iii) such information is disclosed other Underwriters but will be liable to the Underwriter by another party who is not subject to an obligation of confidentiality; and
(f) provide to the Corporation all necessary information in respect of the Underwriter and the Subscribers to allow the Corporation to file, with the Securities Commissions, if required, reports of the trades of the Offered Shares in accordance with Applicable Securities Laws within ten (10) days of the Closing DateTrust only for its own default.
Appears in 1 contract
Underwriters Covenants. The Underwriter Each of the Underwriters covenants and agrees with the Corporation that it will:
(a) offer the Offered Shares for sale to the public in the Qualifying Provinces and in the United States, all in the manner contemplated herein;
(b) conduct activities in connection with the proposed offer and sale of the Offered Shares in compliance with all the Applicable Securities Laws upon the terms and conditions set forth in the Prospectuses, any Supplementary Material and this Agreement and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered Shares;
(bc) not advertise use all reasonable efforts to complete the proposed offering or sale distribution of the Offered Shares in the printed media of general and regular paid circulation, radio, television or telecommunications including electronic display nor provide or make available to prospective purchasers of the Offered Shares any document or material which would constitute an offering memorandum as defined under Applicable Securities Lawssoon as possible;
(cd) not solicit subscriptions for the Offered Shares, trade in the Offered Shares or otherwise do any act in furtherance of a trade of the Offered Shares in any jurisdictions outside of the Selling Jurisdictions Qualifying Provinces or the United States except in compliance such other jurisdictions outside of Canada and the United States that such sales, solicitations or other contracts in such jurisdictions: (i) are made in accordance with the applicable securities laws thereof of such other jurisdictions; and provided (ii) do not subject the Corporation (or any of its directors, officers or employees) to any requirement to register, complete filings, or obtain approvals or to any inquiry, investigation or proceeding of any regulatory authority in such other jurisdictions nor require the qualification or registration of such Offered Shares in that jurisdiction or the Underwriter may so solicitfiling of a prospectus, trade registration statement or act within other notice or documents with respect to the distribution of such Offered Shares under the laws of such jurisdiction only if such solicitation, trade or act is in compliance with applicable securities laws in such jurisdiction and does not: (i) obligate nor impose any disclosure obligations on the Corporation to (or any of its directors, officers or employees);
(e) Northland Securities, Inc. shall only offer the Offered Shares for sale in the United States and shall not offer, nor take any action to qualify that would constitute a trade (as defined in Canadian Securities Laws) in connection with, the Offered Shares in any of its securities the Qualifying Provinces or any trade outside of any of its securities; (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; or (iii) subject the Corporation to any reporting or other requirement in such jurisdictionUnited States;
(df) obtain from as soon as reasonably practicable after the Closing Date (and in any event within 30 days thereof), provide the Corporation with a breakdown of the number of Offered Shares sold in each Subscriber a properly completed of the Qualifying Provinces and executed Subscription Agreement and all applicable undertakingsin the United States and, questionnaires and other forms required under Applicable Securities Laws and by the Exchange and supplied to the Underwriter for upon completion in connection with of the distribution of the Offered Shares;, provide to the Corporation and to the Securities Commissions notice to that effect, if required by Canadian Securities Laws; and
(eg) keep confidential not, in relation to the Responses unlessUnited Kingdom, directly or indirectly, offer for subscription or sale or solicit applications for any of the Offered Shares, nor distribute (or caused to be distributed) any documents in relation to the Offering to any person: (a) which would cause the Offering to be regarded as an offer to the public within the meaning of section 102B of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”), the United Kingdom’s Companies Act 2006 or otherwise; and/or (b) which would require the Corporation to issue an “approved prospectus” within the meaning of Section 85(7) of FSMA with regard to the same, and only communicate with potential offerees based in the United Kingdom who: (i) such information is already in the public domain fall within Article 19 (through no fault investment professionals) and/or 49 (high net worth entities, unincorporated associations etc.) of the Underwriter); United Kingdom’s Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005, and (ii) disclosure are “qualified investors” within the meaning of such information is required by law Section 86(7) of the FSMA acting as principal, or pursuant in circumstances to a legal proceeding; or (iiiwhich Section 86(2) such information is disclosed to the of FSMA applies. No Underwriter by another party who is not subject to an obligation of confidentiality; and
(f) provide will be liable to the Corporation all necessary information in under this section 20 with respect to a default by any of the Underwriter and the Subscribers other Underwriters but will be liable to allow the Corporation to file, with the Securities Commissions, if required, reports of the trades of the Offered Shares in accordance with Applicable Securities Laws within ten (10) days of the Closing Dateonly for its own default.
Appears in 1 contract
Samples: Underwriting Agreement (Bellatrix Exploration Ltd.)
Underwriters Covenants. The Underwriter (a) Each of the Underwriters covenants and agrees with the Corporation and the Selling Shareholders that it will:
(ai) conduct activities in connection with the proposed offer and sale of the Offered Shares in compliance with all the Applicable Securities Laws and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established Firm in connection with the distribution of the Offered Shares;
(b) not advertise the proposed offering or sale of the Offered Shares in the printed media of general and regular paid circulation, radio, television or telecommunications including electronic display nor provide or make available to prospective purchasers of the Offered Shares any document or material which would constitute an offering memorandum as defined under Applicable Securities Laws;
(cii) not solicit subscriptions for the Offered Shares, trade in the Offered Shares or otherwise do any act in furtherance of a trade of the Offered Shares in any jurisdictions outside of the Selling Qualifying Jurisdictions or in other jurisdictions outside of Canada, except in compliance with the applicable securities laws thereof and provided that the Underwriter may so solicit, trade or act within such jurisdiction only if such solicitation, trade or act is in compliance with applicable securities laws in such jurisdiction and does not: (i) obligate the Corporation to take any action to qualify any of its securities or any trade of any of its securities; (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; or as otherwise permitted by this Agreement;
(iii) subject as soon as reasonably practicable after the Closing Date, and in any event not later than 30 days after the Closing Date, provide the Corporation to with a breakdown of the number of Offered Shares sold in each of the Qualifying Jurisdictions, and in any reporting or other requirement in such jurisdiction;
(d) obtain from each Subscriber a properly completed and executed Subscription Agreement and all applicable undertakingsjurisdiction and, questionnaires and other forms required under Applicable Securities Laws and by the Exchange and supplied to the Underwriter for upon completion in connection with of the distribution of the Offered Shares;
(e) keep confidential , provide to the Responses unless: (i) such information is already in Corporation, to the public domain (through no fault of Securities Commissions and to the Underwriter); (ii) disclosure of such information is Exchange notice to that effect, if required by law or pursuant to a legal proceeding; or (iii) such information is disclosed to the Underwriter by another party who is not subject to an obligation of confidentialityApplicable Securities Laws; and
(fiv) provide not make any representations or warranties with respect to the Corporation all necessary information or the Offered Shares other than as set forth in respect the Prospectus and any Supplemental Material.
(b) For the purposes of this Section 26, the Underwriter Underwriters shall be entitled to assume that the Offered Shares may be lawfully offered for sale and sold in the Subscribers to allow Qualifying Jurisdictions if the Corporation to file, with Final Receipt has been issued evidencing that a receipt for the Prospectus has been issued by the Securities Commissions, if requiredprovided the Underwriters do not have actual knowledge, reports and have not been notified in writing by the Corporation, of any circumstances that would legally prohibit such distribution.
(c) No Underwriter will be liable to the Corporation or any Selling Shareholder under this Section 26 with respect to a default by any of the trades other Underwriters or any member of any Selling Firm appointed by another Underwriter but will be liable to the Offered Shares in accordance with Applicable Securities Laws within ten (10) days Corporation and the Selling Shareholders only for its own default, the default of its affiliate or the Closing Datedefault of any Selling Firm appointed by such Underwriter.
Appears in 1 contract
Underwriters Covenants. The Underwriter Each of the Underwriters, severally and not jointly and severally, covenants and agrees with the Corporation that it will:
(a) offer the Offered Shares for sale to the public in the Qualifying Provinces;
(b) conduct activities in connection with the proposed offer and sale of the Offered Shares in compliance with all Applicable the applicable Securities Laws and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered Shares;
(bc) not advertise use all reasonable efforts to complete the proposed offering or sale distribution of the Offered Shares in the printed media of general and regular paid circulation, radio, television or telecommunications including electronic display nor provide or make available to prospective purchasers of the Offered Shares any document or material which would constitute an offering memorandum as defined under Applicable Securities Lawssoon as possible;
(cd) not solicit subscriptions for the Offered Shares, trade in offers to purchase or sell the Offered Shares or otherwise do any act in furtherance of a trade conduct activities so as to require registration of the Offered Shares or the filing of a prospectus, registration statement or other notice or document with respect to the distribution of the Offered Shares under the laws of any jurisdiction other than the Qualifying Provinces except in any jurisdiction outside of the Selling Jurisdictions except Canada in compliance with the applicable securities laws thereof and provided that the Underwriter may so solicit, trade or act within such jurisdiction only if such solicitation, trade or act is in compliance with applicable securities laws Securities Laws in such jurisdiction and does not: (i) obligate not require the Corporation to take any action to qualify any qualification or registration of its securities the Offered Shares in that jurisdiction or any trade the filing of any of its securities; (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; or (iii) subject the Corporation to any reporting a prospectus, registration statement or other requirement in such jurisdiction;
(d) obtain from each Subscriber a properly completed and executed Subscription Agreement and all applicable undertakings, questionnaires and other forms required under Applicable Securities Laws and by the Exchange and supplied notice or document with respect to the Underwriter for completion distribution of the Offered Shares under the laws of such jurisdiction and will cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered Shares;. The Underwriter shall be entitled to assume that the Offered Shares are qualified for distribution in the Qualifying Provinces where the Final Passport System Decision Document has been issued signifying that a receipt, deemed or otherwise, for the Prospectus has been obtained from the Securities Commissions following the filing of the Prospectus unless the Underwriter receives notice to the contrary from the Corporation or the Securities Commissions; and
(e) keep confidential as soon as reasonably practicable after the Responses unless: Closing Date and the Over-Allotment Option Closing Date, if applicable (iand in any event within 30 days thereof) such information is already in provide the public domain (through no fault Corporation with a break down of the Underwriter); (ii) disclosure number of such information is required by law or pursuant to a legal proceeding; or (iii) such information is disclosed to Offered Shares sold in each of the Underwriter by another party who is not subject to an obligation Qualifying Provinces and, upon completion of confidentiality; and
(f) the distribution of the Offered Shares, provide to the Corporation all necessary information in and to the Securities Commissions notice to that effect, if required by Canadian Securities Laws. No Underwriter will be liable to the Corporation under this Section 20 with respect to a default by any of the Underwriter and the Subscribers to allow the Corporation to file, with the Securities Commissions, if required, reports of the trades of the Offered Shares in accordance with Applicable Securities Laws within ten (10) days of the Closing Dateother Underwriters.
Appears in 1 contract
Samples: Underwriting Agreement
Underwriters Covenants. The Underwriter Each of the Underwriters, severally and not jointly and severally, covenants and agrees with the Corporation that it will:
(a) offer the Offered Shares for sale to the public in the Qualifying Provinces and may, subject to the terms of this Agreement, offer and sell the Offered Shares in the United States, all in the manner contemplated by Schedule "A" attached hereto;
(b) conduct activities in connection with the proposed offer and sale of the Offered Shares in compliance with all the Applicable Securities Laws and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered Shares;
(bc) not advertise use all reasonable efforts to complete the proposed offering or sale distribution of the Offered Shares in the printed media of general and regular paid circulation, radio, television or telecommunications including electronic display nor provide or make available to prospective purchasers of the Offered Shares any document or material which would constitute an offering memorandum as defined under Applicable Securities Lawssoon as possible;
(cd) not solicit subscriptions for the Offered Shares, trade in offers to purchase or sell the Offered Shares or otherwise do any act in furtherance of a trade conduct activities so as to require registration of the Offered Shares or the filing of a prospectus, registration statement or other notice or document with respect to the distribution of the Offered Shares under the laws of any jurisdiction other than the Qualifying Provinces except in any jurisdiction outside of the Selling Jurisdictions except Canada in compliance with the applicable securities laws thereof and provided that the Underwriter may so solicit, trade or act within such jurisdiction only if such solicitation, trade or act is in compliance with applicable securities laws Applicable Securities Laws in such jurisdiction and does not: (i) obligate not require the Corporation to take any action to qualify any qualification or registration of its securities the Offered Shares in that jurisdiction or any trade the filing of any of its securities; (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; or (iii) subject the Corporation to any reporting a prospectus, registration statement or other requirement in such jurisdiction;
(d) obtain from each Subscriber a properly completed and executed Subscription Agreement and all applicable undertakings, questionnaires and other forms required under Applicable Securities Laws and by the Exchange and supplied notice or document with respect to the Underwriter for completion distribution of the Offered Shares under the laws of such jurisdiction and will cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered Shares. All offers and sales of Common Shares and Over-Allotment Shares made by the Underwriter or its U.S. Placement Agent shall comply with the requirements set forth in Schedule "A" hereto. The Underwriter shall be entitled to assume that the Offered Shares are qualified for distribution in the Qualifying Provinces where the Final Passport System Decision Document has been issued signifying that a receipt, deemed or otherwise, for the Prospectus has been obtained from the Securities Commissions following the filing of the Prospectus unless the Underwriter receives notice to the contrary from the Corporation or the Securities Commissions;
(e) keep confidential the Responses unless: except as permitted hereunder (i) such information is already in the public domain (through no fault of the Underwriter); (ii) disclosure of such information is required by law or including pursuant to a legal proceeding; Schedule "A" hereto), not offer or (iii) such information is disclosed to sell the Underwriter by another party who is not subject to an obligation of confidentialityOffered Shares within the United States; and
(f) as soon as reasonably practicable after the Closing Date and the Over-Allotment Option Closing Date, if applicable (and in any event within 30 days thereof) provide the Corporation with a break down of the number of Offered Shares sold in each of the Qualifying Provinces and, upon completion of the distribution of the Offered Shares, provide to the Corporation all necessary information in and to the Securities Commissions notice to that effect, if required by Canadian Securities Laws. No Underwriter will be liable to the Corporation under this Section 20 with respect to a default by any of the Underwriter and the Subscribers other Underwriters or their U.S. Placement Agents but will be liable to allow the Corporation to file, with only for its own default and for the Securities Commissions, if required, reports default of the trades of the Offered Shares in accordance with Applicable Securities Laws within ten (10) days of the Closing Dateits U.S. Placement Agent.
Appears in 1 contract
Samples: Underwriting Agreement
Underwriters Covenants. The Underwriter (a) Each of the Underwriters shall offer the Offered Securities (other than the Flow-Through Common Shares) for sale to the public in Canada (other than in the province of Quebec) and the United States and the Flow-Through Common Shares for sale to the public in Canada (other than in the province of Quebec) only, directly and through the Selling Dealer Group, upon the terms and conditions set forth in the Prospectuses and this agreement.
(b) Each of the Underwriters shall use its reasonable commercial efforts to complete, and to cause the Selling Dealer Group to complete, the distribution of the Offered Securities as soon as possible after the Closing Time.
(c) Each of the Underwriters covenants and agrees with the Corporation that it will:
(ai) conduct activities in connection with the proposed offer and sale of the Offered Shares Securities in compliance with all Applicable the Securities Laws and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered SharesSecurities;
(bii) not advertise as soon as reasonably practicable after the proposed offering or sale Closing Date (and in any event within 30 days thereof) provide the Corporation with a breakdown of the number of Offered Shares Securities sold in the printed media of general and regular paid circulation, radio, television or telecommunications including electronic display nor provide or make available to prospective purchasers each of the Offered Shares any document or material which would constitute an offering memorandum as defined under Applicable Securities Laws;
(c) not solicit subscriptions for the Offered SharesQualifying Provinces and, trade in the Offered Shares or otherwise do any act in furtherance upon completion of a trade of the Offered Shares outside of the Selling Jurisdictions except in compliance with the applicable securities laws thereof and provided that the Underwriter may so solicit, trade or act within such jurisdiction only if such solicitation, trade or act is in compliance with applicable securities laws in such jurisdiction and does not: (i) obligate the Corporation to take any action to qualify any of its securities or any trade of any of its securities; (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; or (iii) subject the Corporation to any reporting or other requirement in such jurisdiction;
(d) obtain from each Subscriber a properly completed and executed Subscription Agreement and all applicable undertakings, questionnaires and other forms required under Applicable Securities Laws and by the Exchange and supplied to the Underwriter for completion in connection with the distribution of the Offered Shares;Securities, provide to the Corporation notice to that effect, if required by applicable Securities Laws.
(d) For the purposes of this section 20, the Underwriters shall be entitled to assume that the Offered Securities may be lawfully offered for sale and sold in the Qualifying Provinces and that the Offered Units are registered under the U.S. Securities Laws, unless the Underwriters have actual knowledge, or have been notified in writing to the contrary by the Corporation or any applicable securities regulatory authority.
(e) keep confidential The Underwriters shall be entitled to offer the Responses unless: (i) Prospectus Units and the Over-Allotment Option Securities in any jurisdiction outside of Canada and the United States but only in compliance with applicable law and in a manner which will not require the Corporation to register in such information is already jurisdiction or file a prospectus or similar offering document in the public domain (through no fault of the Underwriter); (ii) disclosure of such information is required by law or pursuant to a legal proceeding; or (iii) such information is disclosed to the Underwriter by another party who is not subject to an obligation of confidentiality; andjurisdiction.
(f) provide No Underwriter will be liable to the Corporation all necessary information in under this section 20 with respect to a default by any of the Underwriter and the Subscribers other Underwriters but will be liable to allow the Corporation to file, with the Securities Commissions, if required, reports of the trades of the Offered Shares in accordance with Applicable Securities Laws within ten (10) days of the Closing Dateonly for its own default.
Appears in 1 contract
Underwriters Covenants. The Underwriter (a) Each of the Underwriters covenants and agrees with the Corporation Trust that it will:
(ai) conduct activities in connection with the proposed offer and sale of the Offered Shares Units in compliance with all the Applicable Securities Laws and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered SharesUnits;
(b) not advertise the proposed offering or sale of the Offered Shares in the printed media of general and regular paid circulation, radio, television or telecommunications including electronic display nor provide or make available to prospective purchasers of the Offered Shares any document or material which would constitute an offering memorandum as defined under Applicable Securities Laws;
(cii) not solicit subscriptions for the Offered SharesUnits, trade in the Offered Shares Units or otherwise do any act in furtherance of a trade of the Offered Shares Units outside of the Selling Jurisdictions except Qualifying Provinces or, subject to subsection 20(c), in compliance with the applicable securities laws thereof and provided that the Underwriter may so solicit, trade or act within such jurisdiction only if such solicitation, trade or act is in compliance with applicable securities laws in such jurisdiction and does not: (i) obligate the Corporation to take any action to qualify any other jurisdictions outside of its securities or any trade of any of its securities; (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; or Canada;
(iii) subject the Corporation use all reasonable efforts to any reporting or other requirement in such jurisdiction;
(d) obtain from each Subscriber a properly completed and executed Subscription Agreement and all applicable undertakings, questionnaires and other forms required under Applicable Securities Laws and by the Exchange and supplied to the Underwriter for completion in connection with complete the distribution of the Offered Shares;
(e) keep confidential the Responses unless: (i) such information is already in the public domain (through no fault of the Underwriter); (ii) disclosure of such information is required by law or pursuant to a legal proceeding; or (iii) such information is disclosed to the Underwriter by another party who is not subject to an obligation of confidentialityUnits as soon as possible; and
(fiv) as soon as reasonably practicable after the Closing Date provide the Trust with a breakdown of the number of Offered Units sold in each of the Qualifying Provinces and, upon completion of the distribution of the Offered Units, provide to the Corporation all necessary information Trust notice to that effect, if required by Applicable Securities Laws.
(b) For the purposes of this section 20, the Underwriters shall be entitled to assume that the Offered Units may be lawfully offered for sale and sold in respect of the Underwriter and Qualifying Provinces if the Subscribers to allow final MRRS decision document has been issued evidencing that a receipt for the Corporation to file, with Prospectus has been issued by the Securities Commissions, if requiredprovided the Underwriters do not have actual knowledge, reports and have not been notified in writing by the Trust or Vermilion, of the trades of any circumstances that would legally prohibit such distribution.
(c) The Underwriters shall be entitled to offer the Offered Shares Units to certain purchasers in the United States in accordance with Applicable Securities Laws within ten the terms set out in SCHEDULE "A" attached hereto, which terms, and the representations, warranties and covenants set out in such Schedule, shall be deemed to be incorporated by reference into this agreement.
(10d) days No Underwriter will be liable to the Trust under this section 20 with respect to a default by any of the Closing Dateother Underwriters but will be liable to the Trust only for its own default.
Appears in 1 contract
Underwriters Covenants. The Underwriter Each of the Underwriters covenants and agrees with the Corporation Trust that it will:
(a) offer the Offered Securities for sale to the public only in the Qualifying Provinces;
(b) conduct activities in connection with the proposed offer and sale of the Offered Shares Securities in compliance with all Applicable Securities Laws and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered Shares;
(b) not advertise the proposed offering or sale of the Offered Shares in the printed media of general and regular paid circulation, radio, television or telecommunications including electronic display nor provide or make available to prospective purchasers of the Offered Shares any document or material which would constitute an offering memorandum as defined under Applicable Securities LawsSecurities;
(c) use all reasonable efforts to complete the distribution of the Offered Securities as soon as possible;
(d) not solicit subscriptions for the Offered SharesSecurities, trade in the Offered Shares Securities or otherwise do any act in furtherance of a trade of the Offered Shares Securities outside of the Selling Jurisdictions except in compliance with the applicable securities laws thereof and provided that the Underwriter may so solicitQualifying Provinces including, trade or act within such jurisdiction only if such solicitation, trade or act is in compliance with applicable securities laws in such jurisdiction and does not: without limitation:
(i) obligate the Corporation Underwriters agree that they will not (and will cause the Selling Dealer Group not to) sell or offer to take any action sell the Offered Securities within the United States of America, its territories or possessions (the "U.S.") or to, or for the account of, "United States persons" (as that term is defined in Regulation S to qualify any the United States Securities Act of its securities or any trade of any of its securities; 1933, as amended (the "1933 ACT"));
(ii) obligate at the Corporation to establish time any buy order for the Offered Securities is originated, the buyer is outside the U.S., or maintain the Underwriters or any office or director or officer in such jurisdictionperson acting on its behalf reasonably believes the buyer is outside the U.S. and the buyer shall not be a "United States person"; or and
(iii) subject no "directed selling efforts" (as that term is defined under Regulation S of the Corporation to 1933 Act) have been or will be made in txx X.X. by the Underwriters or any reporting or other requirement person acting on behalf of the Underwriters in such jurisdiction;respect of the sale of the Offered Securities offered for sale hereunder; and
(de) obtain from as soon as reasonably practicable after the Closing Date provide the Trust with a break down in writing of the number of Offered Securities sold in each Subscriber a properly completed and executed Subscription Agreement and all applicable undertakingsof the Qualifying Provinces and, questionnaires and other forms required under Applicable Securities Laws and by the Exchange and supplied to the Underwriter for upon completion in connection with of the distribution of the Offered Shares;
(e) keep confidential the Responses unless: (i) such information is already in the public domain (through no fault of the Underwriter); (ii) disclosure of such information is required by law or pursuant to a legal proceeding; or (iii) such information is disclosed to the Underwriter by another party who is not subject to an obligation of confidentiality; and
(f) Securities, provide to the Corporation all necessary information in respect of Trust, the Underwriter Exchange and the Subscribers to allow the Corporation to file, with the Securities Commissions, if required, reports of the trades of the Offered Shares Commissions prompt notice in accordance with Applicable Securities Laws within ten (10) days of the Closing Datewriting to that effect.
Appears in 1 contract
Samples: Underwriting Agreement (Advantage Energy Income Fund)
Underwriters Covenants. The Underwriter Each of the Underwriters severally, and not jointly or jointly and severally, covenants and agrees with the Corporation that it will:
(a) offer the Offered Shares for sale to the public in the Qualifying Provinces and may, subject to the terms of this Agreement, offer the Firm Shares and Option Shares for sale in the United States in the manner contemplated by Schedule "A" attached hereto;
(b) conduct activities in connection with the proposed offer and sale of the Offered Shares in compliance with all the Applicable Securities Laws and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered Shares;
(bc) not advertise use all reasonable efforts to complete the proposed offering or sale distribution of the Offered Shares in the printed media of general and regular paid circulation, radio, television or telecommunications including electronic display nor provide or make available to prospective purchasers of the Offered Shares any document or material which would constitute an offering memorandum as defined under Applicable Securities Lawssoon as possible;
(cd) not solicit subscriptions for the Offered Shares, trade in the Offered Shares or otherwise do any act in furtherance of a trade of the Offered Shares in any jurisdictions outside of the Selling Jurisdictions Qualifying Provinces, except as contemplated in compliance Schedule "A" attached hereto or in such other jurisdictions outside of Canada and the United States provided that such sales, solicitations or other contracts in jurisdictions outside of Canada: (i) are made in accordance with the applicable securities laws thereof of such other jurisdictions; and provided (ii) do not subject the Corporation (or any of its directors, officers or employees) to any requirement to register, complete filings, or obtain approvals or to any inquiry, investigation or proceeding of any regulatory authority in such other jurisdictions nor require the qualification or registration of such Offered Shares in that jurisdiction or the Underwriter may so solicitfiling of a prospectus, trade registration statement or act within other notice or documents with respect to the distribution of such Offered Shares under the laws of such jurisdiction nor impose any disclosure obligations on the Corporation (or any of its directors, officers or employees); and (iii) do not constitute Directed Selling Efforts (as defined in Schedule "A" hereto);
(e) not, in relation to the United Kingdom, directly or indirectly, offer for subscription or sale or solicit applications for any of the Offered Shares, nor distribute (or caused to be distributed) any documents in relation to the Offering to any person: (a) which would cause the Offering to be regarded as an offer of transferable securities to the public within the meaning of section 102B of the United Kingdom's Financial Services and Markets Xxx 0000 ("FSMA") or otherwise; and/or (b) which would require the Corporation to issue an "approved prospectus" within the meaning of Section 85(7) of FSMA with regard to the same, and only if such solicitation, trade or act is communicate with potential offerees based in compliance with applicable securities laws in such jurisdiction and does notthe United Kingdom who: (i) obligate fall within Article 19 (investment professionals) and/or 49 (high net worth entities, unincorporated associations etc.) of the Corporation to take any action to qualify any of its securities or any trade of any of its securities; United Kingdom's Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005, and (ii) obligate are "qualified investors" within the meaning of Section 86(7) of the FSMA acting as principal, or in circumstances to which Section 86(2) of FSMA applies; and
(f) as soon as reasonably practicable after the Closing Date (and in any event within 30 days thereof) provide the Corporation to establish or maintain any office or director or officer with a breakdown of the number of Offered Shares sold in such jurisdiction; or (iii) subject each of the Corporation to any reporting or other requirement in such jurisdiction;
(d) obtain from each Subscriber a properly completed and executed Subscription Agreement and all applicable undertakingsQualifying Provinces and, questionnaires and other forms required under Applicable Securities Laws and by the Exchange and supplied to the Underwriter for upon completion in connection with of the distribution of the Offered Shares;
(e) keep confidential the Responses unless: (i) such information is already in the public domain (through no fault of the Underwriter); (ii) disclosure of such information is required by law or pursuant to a legal proceeding; or (iii) such information is disclosed to the Underwriter by another party who is not subject to an obligation of confidentiality; and
(f) , provide to the Corporation all necessary information in and to the Securities Commissions notice to that effect, if required by Applicable Securities Laws. No Underwriter will be liable to the Corporation under this section 20 or any other section of this Agreement with respect to a default by any of the other Underwriters or any member of any Selling Dealer Group appointed by any other Underwriter and the Subscribers but will be liable to allow the Corporation to file, with the Securities Commissions, if required, reports of the trades of the Offered Shares in accordance with Applicable Securities Laws within ten (10) days of the Closing Dateonly for its own default.
Appears in 1 contract
Samples: Underwriting Agreement
Underwriters Covenants. The Underwriter Each of the Underwriters covenants and agrees with the Corporation that it will:
(a) offer the Offered Shares for sale to the public in the Qualifying Provinces and may, subject to the terms of this Agreement, offer them for sale in the United States, all in the manner contemplated by Schedule “A” attached hereto;
(b) conduct activities in connection with the proposed offer and sale of the Offered Shares in compliance with all the Applicable Securities Laws upon the terms and conditions set forth in the Prospectuses, any Supplementary Material and this Agreement and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered Shares;
(bc) not advertise use all reasonable efforts to complete the proposed offering or sale distribution of the Offered Shares in the printed media of general and regular paid circulation, radio, television or telecommunications including electronic display nor provide or make available to prospective purchasers of the Offered Shares any document or material which would constitute an offering memorandum as defined under Applicable Securities Lawssoon as possible;
(cd) not solicit subscriptions for the Offered Shares, trade in the Offered Shares or otherwise do any act in furtherance of a trade of the Offered Shares in any jurisdictions outside of the Selling Jurisdictions Qualifying Provinces, except as contemplated in compliance Schedule “A” attached hereto or in such other jurisdictions outside of Canada and the United States provided that such sales, solicitations or other contracts in jurisdictions outside of Canada: (i) are made in accordance with (A) the applicable securities laws thereof of such other jurisdictions and provided that the Underwriter may so solicit, trade or act within such jurisdiction only if such solicitation, trade or act is in compliance with applicable securities laws in such jurisdiction and does not: (iB) obligate the Corporation to take any action to qualify any of its securities or any trade of any of its securitiesSchedule “A” hereto; (ii) obligate do not subject the Corporation (or any of its directors, officers or employees) to establish any requirement to register, complete filings, or maintain obtain approvals or to any office inquiry, investigation or director or officer proceeding of any regulatory authority in such jurisdictionother jurisdictions nor require the qualification or registration of such Offered Shares in that jurisdiction or the filing of a prospectus, registration statement or other notice or documents with respect to the distribution of such Offered Shares under the laws of such jurisdiction nor impose any disclosure obligations on the Corporation (or any of its directors, officers or employees); or and (iii) subject the Corporation to any reporting or other requirement do not constitute Directed Selling Efforts (as defined in such jurisdictionSchedule “A” hereto);
(de) obtain from as soon as reasonably practicable after the Closing Date (and in any event within 30 days thereof), provide the Corporation with a breakdown of the number of Offered Shares sold in each Subscriber a properly completed and executed Subscription Agreement and all applicable undertakingsof the Qualifying Provinces and, questionnaires and other forms required under Applicable Securities Laws and by the Exchange and supplied to the Underwriter for upon completion in connection with of the distribution of the Offered Shares;
(e) keep confidential , provide to the Responses unless: (i) such information is already in Corporation and to the public domain (through no fault of the Underwriter); (ii) disclosure of such information is Securities Commissions notice to that effect, if required by law or pursuant to a legal proceeding; or (iii) such information is disclosed to the Underwriter by another party who is not subject to an obligation of confidentialityCanadian Securities Laws; and
(f) provide not, in relation to the United Kingdom, directly or indirectly, offer for subscription or sale or solicit applications for any of the Offered Shares, nor distribute (or caused to be distributed) any documents in relation to the Offering to any person: (a) which would cause the Offering to be regarded as an offer to the public within the meaning of section 102B of the United Kingdom’s Financial Services and Markets Xxx 0000 ("FSMA"), the United Kingdom’s Companies Act 2006 or otherwise; and/or (b) which would require the Corporation to issue an "approved prospectus" within the meaning of Section 85(7) of FSMA with regard to the same, and only communicate with potential offerees based in the United Kingdom who: (i) fall within Article 19 (investment professionals) and/or 49 (high net worth entities, unincorporated associations etc.) of the United Kingdom’s Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005, and (ii) are "qualified investors" within the meaning of Section 86(7) of the FSMA acting as principal, or in circumstances to which Section 86(2) of FSMA applies. No Underwriter will be liable to the Corporation all necessary information in under this section 20 with respect to a default by any of the Underwriter and the Subscribers other Underwriters but will be liable to allow the Corporation to file, with the Securities Commissions, if required, reports of the trades of the Offered Shares in accordance with Applicable Securities Laws within ten (10) days of the Closing Dateonly for its own default.
Appears in 1 contract
Samples: Underwriting Agreement (Bellatrix Exploration Ltd.)
Underwriters Covenants. The Underwriter Each of the Underwriters covenants and agrees with the Corporation Trust that it will:
(a) offer the Offered Securities for sale to the public only in the Qualifying Provinces;
(b) conduct activities in connection with the proposed offer and sale of the Offered Shares Securities in compliance with all Applicable Securities Laws and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered Shares;
(b) not advertise the proposed offering or sale of the Offered Shares in the printed media of general and regular paid circulation, radio, television or telecommunications including electronic display nor provide or make available to prospective purchasers of the Offered Shares any document or material which would constitute an offering memorandum as defined under Applicable Securities LawsSecurities;
(c) use all reasonable efforts to complete the distribution of the Offered Securities as soon as possible;
(d) not solicit subscriptions for the Offered SharesSecurities, trade in the Offered Shares Securities or otherwise do any act in furtherance of a trade of the Offered Shares Securities outside of the Selling Jurisdictions except in compliance with the applicable securities laws thereof and provided that the Underwriter may so solicitQualifying Provinces including, trade or act within such jurisdiction only if such solicitation, trade or act is in compliance with applicable securities laws in such jurisdiction and does not: without limitation:
(i) obligate the Corporation Underwriters agree that they will not (and will cause the Selling Dealer Group not to) sell or offer to take any action sell the Offered Securities within the United States of America, its territories or possessions (the "U.S.") or to, or for the account of, "United States persons" (as that term is defined in Regulation S to qualify any of its securities or any trade of any of its securities; the UNITED STATES SECURITIES ACT OF 1933, as amended (the "1933 ACT"));
(ii) obligate at the Corporation to establish time any buy order for the Offered Securities is originated, the buyer is outside the U.S., or maintain the Underwriters or any office or director or officer in such jurisdictionperson acting on its behalf reasonably believes the buyer is outside the U.S. and the buyer shall not be a "United States person"; or and
(iii) subject no "directed selling efforts" (as that term is defined under Regulation S of the Corporation to 1933 Act) have been or will be made in txx X.X. by the Underwriters or any reporting or other requirement person acting on behalf of the Underwriters in such jurisdiction;respect of the sale of the Offered Securities offered for sale hereunder; and
(de) obtain from as soon as reasonably practicable after the Closing Date provide the Trust with a break down in writing of the number of Offered Securities sold in each Subscriber a properly completed and executed Subscription Agreement and all applicable undertakingsof the Qualifying Provinces and, questionnaires and other forms required under Applicable Securities Laws and by the Exchange and supplied to the Underwriter for upon completion in connection with of the distribution of the Offered Shares;
(e) keep confidential the Responses unless: (i) such information is already in the public domain (through no fault of the Underwriter); (ii) disclosure of such information is required by law or pursuant to a legal proceeding; or (iii) such information is disclosed to the Underwriter by another party who is not subject to an obligation of confidentiality; and
(f) Securities, provide to the Corporation all necessary information in respect of Trust, the Underwriter Exchange and the Subscribers to allow the Corporation to file, with the Securities Commissions, if required, reports of the trades of the Offered Shares Commissions prompt notice in accordance with Applicable Securities Laws within ten (10) days of the Closing Datewriting to that effect.
Appears in 1 contract
Samples: Underwriting Agreement (Advantage Energy Income Fund)
Underwriters Covenants. The Underwriter (a) Each of the Underwriters covenants and agrees with the Corporation that it will:
(ai) conduct activities in connection with the proposed offer and sale of the Offered Shares Securities in compliance with all Applicable Canadian Securities Laws and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered SharesSecurities;
(b) not advertise the proposed offering or sale of the Offered Shares in the printed media of general and regular paid circulation, radio, television or telecommunications including electronic display nor provide or make available to prospective purchasers of the Offered Shares any document or material which would constitute an offering memorandum as defined under Applicable Securities Laws;
(cii) not solicit subscriptions for the Offered SharesSecurities, trade in the Offered Shares Securities or otherwise do any act in furtherance of a trade of the Offered Shares Securities in any jurisdictions outside of the Selling Jurisdictions except in compliance with the applicable securities laws thereof and provided that the Underwriter may so solicit, trade or act within such jurisdiction only if such solicitation, trade or act is in compliance with applicable securities laws in such jurisdiction and does not: (i) obligate the Corporation to take any action to qualify any of its securities or any trade of any of its securities; (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; or Qualifying Provinces;
(iii) subject as soon as reasonably practicable after the Closing Date and the Over-Allotment Option Closing Date (and in any event within 30 days thereof) provide the Corporation to any reporting or other requirement with a break down of the number of Offered Securities sold in such jurisdiction;
(d) obtain from each Subscriber a properly completed and executed Subscription Agreement and all applicable undertakingsof the Qualifying Provinces and, questionnaires and other forms required under Applicable Securities Laws and by the Exchange and supplied to the Underwriter for upon completion in connection with of the distribution of the Offered Shares;
(e) keep confidential Securities, provide notice to that effect to the Responses unless: (i) such information is already in the public domain (through no fault of the Underwriter); (ii) disclosure of such information is Corporation and, if required by law or pursuant to a legal proceeding; or (iii) such information is disclosed Canadian Securities Laws, to the Underwriter by another party who is not subject to an obligation of confidentialitySecurities Commissions; and
(fiv) provide use commercially reasonable efforts to complete the Corporation all necessary information in respect distribution of the Underwriter Offered Securities as soon as possible.
(b) For the purposes of this section 22, the Underwriters shall be entitled to assume that the Offered Securities may be lawfully offered for sale and sold in the Subscribers to allow Qualifying Provinces if the Corporation to file, with Final Passport System Decision Document has been issued evidencing that a receipt for the Prospectus has been issued by the Securities Commissions, if requiredprovided the Underwriters do not have actual knowledge, reports and have not been notified in writing by the Corporation, of any circumstances that would legally prohibit such distribution.
(c) No Underwriter will be liable to the Corporation under this section 22 with respect to a default by any of the trades other Underwriters or any member of any Selling Dealer Group appointed by another Underwriter but will be liable to the Offered Shares in accordance with Applicable Securities Laws within ten (10) days of the Closing DateCorporation only for its own default.
Appears in 1 contract
Underwriters Covenants. The Underwriter Each of the Underwriters covenants and agrees with the Corporation that it will:
(a) offer the Offered Shares for sale to the public in the Qualifying Provinces and may, subject to the terms of this Agreement, offer them for sale in the United States in the manner contemplated by Schedule “A” attached hereto;
(b) conduct activities in connection with the proposed offer and sale of the Offered Shares in compliance with all the Applicable Securities Laws and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered Shares;
(bc) not advertise use all reasonable efforts to complete the proposed offering or sale distribution of the Offered Shares in the printed media of general and regular paid circulation, radio, television or telecommunications including electronic display nor provide or make available to prospective purchasers of the Offered Shares any document or material which would constitute an offering memorandum as defined under Applicable Securities Lawssoon as possible;
(cd) not solicit subscriptions for the Offered Shares, trade in the Offered Shares or otherwise do any act in furtherance of a trade of the Offered Shares in any jurisdictions outside of the Selling Jurisdictions Qualifying Provinces, except as contemplated in compliance Schedule “A” attached hereto or in such other jurisdictions outside of Canada and the United States provided that such sales, solicitations or other contracts in jurisdictions outside of Canada: (i) are made in accordance with the applicable securities laws thereof and provided that the Underwriter may so solicit, trade or act within of such jurisdiction only if such solicitation, trade or act is in compliance with applicable securities laws in such jurisdiction and does not: (i) obligate the Corporation to take any action to qualify any of its securities or any trade of any of its securitiesother jurisdictions; (ii) obligate do not subject the Corporation (or any of its directors, officers or employees) to establish any requirement to register, complete filings, or maintain obtain approvals or to any office inquiry, investigation or director or officer proceeding of any regulatory authority in such jurisdictionother jurisdictions nor require the qualification or registration of such Offered Shares in that jurisdiction or the filing of a prospectus, registration statement or other notice or documents with respect to the distribution of such Offered Shares under the laws of such jurisdiction nor impose any disclosure obligations on the Corporation (or any of its directors, officers or employees); or and (iii) subject do not constitute Directed Selling Efforts (as defined in Schedule “A” hereto); and
(e) as soon as reasonably practicable after the Closing Date (and in any event within 30 days thereof), provide the Corporation to any reporting or other requirement with a breakdown of the number of Offered Shares sold in such jurisdiction;
(d) obtain from each Subscriber a properly completed and executed Subscription Agreement and all applicable undertakingsof the Qualifying Provinces and, questionnaires and other forms required under Applicable Securities Laws and by the Exchange and supplied to the Underwriter for upon completion in connection with of the distribution of the Offered Shares;
(e) keep confidential the Responses unless: (i) such information is already in the public domain (through no fault of the Underwriter); (ii) disclosure of such information is required by law or pursuant to a legal proceeding; or (iii) such information is disclosed to the Underwriter by another party who is not subject to an obligation of confidentiality; and
(f) , provide to the Corporation all necessary information in and to the Securities Commissions notice to that effect, if required by Canadian Securities Laws. No Underwriter will be liable to the Corporation under this section 20 with respect to a default by any of the Underwriter and the Subscribers other Underwriters but will be liable to allow the Corporation to file, with the Securities Commissions, if required, reports of the trades of the Offered Shares in accordance with Applicable Securities Laws within ten (10) days of the Closing Dateonly for its own default.
Appears in 1 contract
Samples: Underwriting Agreement (Bellatrix Exploration Ltd.)
Underwriters Covenants. The Underwriter (a) Each of the Underwriters covenants and agrees with the Corporation Trust that it will:
(ai) offer the Offered Securities for sale to the public only in those of the Qualifying Provinces in which it is appropriately registered to do so, and may, subject to the terms of this agreement, offer the Offered Securities for sale in the United States in the manner contemplated by Schedule "A" attached hereto, which is incorporated herein by reference;
(ii) conduct activities in connection with the proposed offer and sale of the Offered Shares Securities in compliance with all the Applicable Securities Laws and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered SharesSecurities;
(biii) not advertise use all reasonable efforts to complete the proposed offering or sale distribution of the Offered Shares Securities as soon as possible;
(iv) not to make use of any "greensheet" in the printed media of general and regular paid circulation, radio, television or telecommunications including electronic display nor provide or make available to prospective purchasers respect of the Offered Shares any document or material which would constitute an offering memorandum as defined under Securities without the approval of the Administrator and shall comply with Applicable Securities LawsLaws with respect to the use of "greensheets" and any other marketing material during the waiting period;
(cv) give prompt written notice to the Administrator when, in the opinion of the Underwriters, the distribution of the Offered Securities has ceased;
(vi) not solicit subscriptions for the Offered SharesSecurities, trade in the Offered Shares Securities or otherwise do any act in furtherance of a trade of the Offered Shares Securities outside of the Selling Jurisdictions except Qualifying Provinces or, subject to Section 22(c), in compliance other jurisdictions outside of Canada; and
(vii) as soon as reasonably practicable after the Closing Date provide the Trust with a breakdown of the number of Purchased Securities sold in each of the Qualifying Provinces and, upon completion of the distribution of the Purchased Securities, provide to the Trust notice to that effect, if required by Applicable Securities Laws.
(b) For the purposes of this Section 22, the Underwriters shall be entitled to assume that the Offered Securities may be lawfully offered for sale and sold in the Qualifying Provinces by duly qualified investment dealers and brokers under Applicable Securities Laws in the Qualifying Provinces, if the final MRRS decision document has been issued evidencing that a receipt for the Prospectus has been issued by the Securities Commissions, provided the Underwriters do not have actual knowledge, and have not been notified in writing by the Trust or the Administrator, of any circumstances that would legally prohibit such distribution.
(c) The Underwriters shall be entitled to offer the Offered Securities to certain purchasers in the United States in accordance with the applicable securities laws thereof terms set out in Schedule "A" attached hereto, which terms, and provided that the Underwriter may so solicitrepresentations, trade or act within such jurisdiction only if such solicitation, trade or act is in compliance with applicable securities laws warranties and covenants set out in such jurisdiction and does not: (i) obligate the Corporation Schedule shall be deemed to take any action to qualify any of its securities or any trade of any of its securities; (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; or (iii) subject the Corporation to any reporting or other requirement in such jurisdiction;be incorporated by reference into this agreement.
(d) obtain from each Subscriber a properly completed and executed Subscription Agreement and all applicable undertakings, questionnaires and other forms required under Applicable Securities Laws and by the Exchange and supplied No Underwriter will be liable to the Underwriter for completion in connection Trust under this Section 22 with the distribution respect to a default by any of the Offered Shares;
(e) keep confidential the Responses unless: (i) such information is already in the public domain (through no fault of the Underwriter); (ii) disclosure of such information is required by law or pursuant to a legal proceeding; or (iii) such information is disclosed other Underwriters but will be liable to the Underwriter by another party who is not subject to an obligation of confidentiality; and
(f) provide to the Corporation all necessary information in respect of the Underwriter and the Subscribers to allow the Corporation to file, with the Securities Commissions, if required, reports of the trades of the Offered Shares in accordance with Applicable Securities Laws within ten (10) days of the Closing DateTrust only for its own default.
Appears in 1 contract
Underwriters Covenants. The Underwriter covenants and agrees with the Corporation that it will:
(a) conduct its activities in connection with the proposed offer and sale of the Offered Flow-Through Shares in compliance with this Agreement and all Applicable Securities Laws and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered Flow-Through Shares;
(b) not advertise the proposed offering or sale of the Offered Shares in the printed media of general and regular paid circulation, radio, television or telecommunications including electronic display nor provide or make available to prospective purchasers of the Offered Shares any document or material which would constitute an offering memorandum as defined under Applicable Securities Laws;
(c) not solicit subscriptions for the Offered Flow-Through Shares, trade in the Offered Flow-Through Shares or otherwise do any act in furtherance of a trade of the Offered Flow-Through Shares outside of the Selling Jurisdictions except in any other jurisdiction in compliance with the applicable securities laws thereof (but in no event in the United States) and provided that the Underwriter may so solicit, trade or act within such jurisdiction only if such solicitation, trade or act is in compliance with applicable securities laws Applicable Securities Laws in such jurisdiction and does not: not (except in respect of the requirement by the Corporation to file the Registration Statement): (i) obligate the Corporation to take any action to qualify or register any of its securities or any trade of any of its securitiessecurities (including the distribution of the Flow-Through Shares); (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; or (iii) subject the Corporation to any reporting or other requirement in such jurisdiction;
(dc) obtain from each Subscriber a properly completed and an executed Subscription Agreement and all applicable undertakings, questionnaires and other forms required under Applicable Securities Laws and by or requirements of the Exchange Exchanges, including for the completion of the resale registration statement to be filed with the SEC, and supplied to the Underwriter by the Corporation for completion in connection with the distribution of the Offered Flow-Through Shares;
(d) not advertise the proposed offering or sale of the Flow-Through Shares in printed media of general and regular paid circulation, radio, television or telecommunications, including electronic display, and not take any actions nor provide or make available to prospective purchasers of Flow-Through Shares any document or material which would constitute or require the Corporation to prepare an offering memorandum as defined under Applicable Securities Laws in the Selling Jurisdictions;
(e) keep confidential will comply with, and ensure that it and the Responses unless: Selling Dealer Group and its respective directors, officers, employees and affiliates comply with all Applicalbe Securities Laws and the terms and conditions set forth in this Agreement;
(f) certifies to the Corporation (and acknowledges that the Corporation is relying thereon) that the Underwriter (i) such information is already in is, and will remain until the public domain (through no fault completion of the Underwriter); Offering, appropriately registered under Applicable Securities Laws so as permit it to lawfully fulfill its obligations hereunder, (ii) disclosure has good and sufficient right and authority to enter into this Agreement and complete its obligations contemplated under this Agreement on the terms and conditions set out herein, and (iii) is resident or otherwise subject to the securities legislation of such information is required by law the Selling Jurisdictions and can avail itself of the relevant prospectus and registration exemptions available under the Applicable Securities Laws in the Selling Jurisdictions; and
(g) offer or pursuant sell Flow-Through Shares only in an off-shore transaction in accordance with Rule 903 of Regulation S and that, accordingly, neither the Underwriter, any member of the Selling Dealer Group nor any of their respective affiliates or any other person acting on any of their behalf, will make (i) any offer to a legal proceeding; sell, or any solicitation of an offer to buy, any Flow-Through Shares to any person in the United States, (ii) any sale of Flow-Through Shares to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, or (iii) such information is disclosed any Directed Selling Efforts in the United States with respect to the Underwriter by another party who is not subject to an obligation of confidentiality; and
(f) provide to the Corporation all necessary information in respect of the Underwriter and the Subscribers to allow the Corporation to file, with the Securities Commissions, if required, reports of the trades of the Offered Shares in accordance with Applicable Securities Laws within ten (10) days of the Closing DateFlow-Through Shares.
Appears in 1 contract
Underwriters Covenants. The Underwriter Each of the Underwriters covenants and agrees with the Corporation that it will:
(a) offer the Offered Shares for sale to the public in the Qualifying Provinces and may, subject to the terms of this Agreement, offer the Firm Shares and Option Shares for sale in the United States in the manner contemplated by Schedule “B” attached hereto;
(b) conduct activities in connection with the proposed offer and sale of the Offered Shares in compliance with all the Applicable Securities Laws and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered Shares;
(bc) not advertise use all reasonable efforts to complete the proposed offering or sale distribution of the Offered Shares in the printed media of general and regular paid circulation, radio, television or telecommunications including electronic display nor provide or make available to prospective purchasers of the Offered Shares any document or material which would constitute an offering memorandum as defined under Applicable Securities Lawssoon as possible;
(cd) deliver to the Corporation at the Closing Date completed Subscription Agreements, provided by to the Underwriters by the Corporation for completion, duly executed on behalf of the Subscribers in respect of the Flow-Through Shares to be issued;
(e) not solicit subscriptions for the Offered Shares, trade in the Offered Shares or otherwise do any act in furtherance of a trade of the Offered Shares in any jurisdictions outside of the Selling Jurisdictions Qualifying Provinces, except as contemplated in compliance Schedule “B” attached hereto or in such other jurisdictions outside of Canada and the United States provided that such sales are made in accordance with the applicable securities laws thereof of such jurisdictions and provided that not engage in the Underwriter may so solicit, trade or act Directed Selling Efforts as described in Schedule “B”; and
(f) as soon as reasonably practicable after the Closing Date (and in any event within such jurisdiction only if such solicitation, trade or act is in compliance with applicable securities laws in such jurisdiction and does not: (i30 days thereof) obligate provide the Corporation to take any action to qualify any with a break down of its securities or any trade the number of any Offered Shares sold in each of its securities; (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; or (iii) subject the Corporation to any reporting or other requirement in such jurisdiction;
(d) obtain from each Subscriber a properly completed and executed Subscription Agreement and all applicable undertakingsQualifying Provinces and, questionnaires and other forms required under Applicable Securities Laws and by the Exchange and supplied to the Underwriter for upon completion in connection with of the distribution of the Offered Shares;
(e) keep confidential the Responses unless: (i) such information is already in the public domain (through no fault of the Underwriter); (ii) disclosure of such information is required by law or pursuant to a legal proceeding; or (iii) such information is disclosed to the Underwriter by another party who is not subject to an obligation of confidentiality; and
(f) , provide to the Corporation all necessary information in and to the Securities Commissions notice to that effect, if required by Applicable Securities Laws. No Underwriter will be liable to the Corporation under this section 20 with respect to a default by any of the other Underwriters or any member of any Selling Dealer Group appointed by any other Underwriter and the Subscribers but will be liable to allow the Corporation to file, with the Securities Commissions, if required, reports of the trades of the Offered Shares in accordance with Applicable Securities Laws within ten (10) days of the Closing Dateonly for its own default.
Appears in 1 contract
Samples: Underwriting Agreement
Underwriters Covenants. The Each Underwriter covenants and agrees with the Corporation that it willIssuer and Penn West:
(a) conduct activities in connection that it has not and, unless it obtains the prior written consent of the Issuer, will not make any offer relating to the Designated Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Issuer with the proposed offer and sale SEC or retained by the Issuer under Rule 433 of the Offered Shares in compliance with all Applicable Securities Laws and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered SharesAct;
(b) not advertise to comply with the proposed offering or sale representations, terms and conditions of the Offered Shares in the printed media of general and regular paid circulation, radio, television or telecommunications including electronic display nor provide or make available MRRS Decision applicable to prospective purchasers of the Offered Shares any document or material which would constitute an offering memorandum as defined under Applicable Securities Laws;it; and
(c) not solicit subscriptions for that it, its affiliates and their respective directors, officers, employees and agents (including legal counsel) (collectively “Representatives”) shall keep all information provided to the Offered Shares, trade in Underwriters and their counsel by the Offered Shares Issuer and Penn West or otherwise do any act in furtherance of a trade of the Offered Shares outside of the Selling Jurisdictions except in compliance with the applicable securities laws thereof and provided that the Underwriter may so solicit, trade or act within such jurisdiction only if such solicitation, trade or act is in compliance with applicable securities laws in such jurisdiction and does not: (i) obligate the Corporation to take any action to qualify any of its securities or any trade of any of its securities; their representatives (iiincluding legal counsel) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; or (iii) subject the Corporation to any reporting or other requirement in such jurisdiction;
(d) obtain from each Subscriber a properly completed and executed Subscription Agreement and all applicable undertakings, questionnaires and other forms required under Applicable Securities Laws and by the Exchange and supplied to the Underwriter for completion in connection with the distribution due diligence conducted by the Underwriters confidential and such information shall not be:
(i) used by it or by any of its affiliates or Representatives in any way detrimental to the Offered SharesIssuer, Penn West or their respective affiliates;
(eii) keep confidential disclosed by it or by any of its affiliates or Representatives in any manner whatsoever in whole or in part, without the Responses unless: (i) such information is already in the public domain (through no fault prior written consent of the Underwriter)Issuer and Penn West; (ii) disclosure of such information is required by law or pursuant to a legal proceeding; or or
(iii) used by it or by any of its affiliates or Representatives, directly or indirectly, for any purpose other than evaluating the transactions contemplated herein, other than, information which:
(iv) at the time of its disclosure to the Underwriters is, or thereafter becomes, generally available to, and known by the public (other than as a result of a disclosure directly or indirectly by the Underwriters or by any of their respective affiliates or Representatives);
(v) was available to the Underwriters on a non-confidential basis from a source (other than the Issuer and Penn West) who, to the knowledge of the Underwriters, after due inquiry, is not prohibited from disclosing such information is disclosed to the Underwriter Underwriters by another party who is not subject to an a legal, contractual, fiduciary, equitable or other obligation of confidentiality; andconfidentiality to the Issuer and Penn West;
(fvi) provide has been independently acquired or developed by the Underwriters without violating any of its obligations under this Agreement; or
(vii) is required to the Corporation all necessary information in respect be disclosed pursuant to law, regulation, judicial or administrative order, including but not limited to disclosure of the Underwriter and U.S. federal income tax treatment or any fact that may be relevant to understanding the Subscribers to allow the Corporation to file, with the Securities Commissions, if required, reports purported or claimed U.S. Federal income tax treatment of the trades at-the-market distributions, provided that the Underwriters shall notify the Issuer and Penn West immediately upon becoming aware of the Offered Shares in accordance with Applicable Securities Laws within ten (10) days of the Closing Daterequirement to disclose any information pursuant to this Section 20(c)(vii).
Appears in 1 contract
Samples: Equity Distribution Agreement (Penn West Energy Trust)
Underwriters Covenants. The Underwriter Each of the Underwriters covenants and agrees with the Corporation that it will:
(a) offer the Offered Shares for sale to the public in the Qualifying Provinces and may, subject to the terms of this Agreement, offer them for sale in the United States and to U.S. Persons in the manner contemplated by Schedule "A" attached hereto;
(b) conduct activities in connection with the proposed offer and sale of the Offered Shares in compliance with all the Applicable Securities Laws and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered Shares;
(bc) not advertise use all reasonable efforts to complete the proposed offering or sale distribution of the Offered Shares in the printed media of general and regular paid circulation, radio, television or telecommunications including electronic display nor provide or make available to prospective purchasers of the Offered Shares any document or material which would constitute an offering memorandum as defined under Applicable Securities Lawssoon as possible;
(cd) not solicit subscriptions for the Offered Shares, trade in the Offered Shares or otherwise do any act in furtherance of a trade of the Offered Shares in any jurisdictions outside of the Selling Jurisdictions Qualifying Provinces, except as contemplated in compliance Schedule "A" attached hereto or in such other jurisdictions outside of Canada and the United States provided that such sales, solicitations or other contracts: (i) are made in accordance with the applicable securities laws thereof and provided that the Underwriter may so solicit, trade or act within of such jurisdiction only if such solicitation, trade or act is in compliance with applicable securities laws in such jurisdiction and does not: (i) obligate the Corporation to take any action to qualify any of its securities or any trade of any of its securitiesother jurisdictions; (ii) obligate do not subject the Corporation (or any of its directors, officers or employees) to establish any requirement to register, complete filings, or maintain obtain approvals or to any office inquiry, investigation or director or officer proceeding of any regulatory authority in such jurisdictionother jurisdictions; or and (iii) subject do not constitute Directed Selling Efforts (as defined in Schedule "A" hereto); and
(e) as soon as reasonably practicable after the Closing Date, provide the Corporation to any reporting or other requirement with a breakdown of the number of Offered Shares sold in such jurisdiction;
(d) obtain from each Subscriber a properly completed and executed Subscription Agreement and all applicable undertakingsof the Qualifying Provinces and, questionnaires and other forms required under Applicable Securities Laws and by the Exchange and supplied to the Underwriter for upon completion in connection with of the distribution of the Offered Shares;
(e) keep confidential the Responses unless: (i) such information is already in the public domain (through no fault of the Underwriter); (ii) disclosure of such information is required by law or pursuant to a legal proceeding; or (iii) such information is disclosed to the Underwriter by another party who is not subject to an obligation of confidentiality; and
(f) , provide to the Corporation all necessary information in and to the Securities Commissions notice to that effect, if required by Canadian Securities Laws. No Underwriter will be liable to the Corporation under this section 20 with respect to a default by any of the Underwriter and the Subscribers other Underwriters but will be liable to allow the Corporation to file, with the Securities Commissions, if required, reports of the trades of the Offered Shares in accordance with Applicable Securities Laws within ten (10) days of the Closing Dateonly for its own default.
Appears in 1 contract
Underwriters Covenants. The Underwriter covenants and agrees with the Corporation that it will:
(a) conduct activities By acceptance hereof the Underwriter agrees to indemnify and hold harmless the Indemnified Parties against claims, losses, damages, liabilities and expenses asserted against them, or any of them, in connection with (i) the proposed offer offering and sale of the Offered Shares Bonds on the grounds that the information under the caption "UNDERWRITING" contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading in compliance with all Applicable Securities Laws the light of the circumstances under which they were made, or (ii) failure on the part of the Underwriter to deliver an Official Statement to any purchaser; and cause a similar covenant to be contained in will reimburse any agreement entered into with any Selling Dealer Group established legal or other expenses reasonably incurred by an Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which the distribution Underwriter may otherwise have. The Underwriter shall not be liable for any settlement of the Offered Shares;any such action effected without its consent.
(b) not advertise The Underwriter will indemnity and hold harmless the proposed offering or sale Issuer and each director, officer and employee of the Offered Shares in Issuer against any losses, claims, damages, liabilities or expenses, joint or several, to which the printed media of general and regular paid circulationIssuer or each member, radio, television officer or telecommunications including electronic display nor provide or make available to prospective purchasers employees of the Offered Shares any document Issuer may become subject, under federal laws or material which would constitute an offering memorandum as defined under Applicable Securities Laws;
(c) not solicit subscriptions for the Offered Shares, trade in the Offered Shares regulations or otherwise do any act in furtherance of a trade of the Offered Shares outside of the Selling Jurisdictions except in compliance with the applicable securities laws thereof and provided that the Underwriter may so solicit, trade or act within such jurisdiction only if such solicitation, trade or act is in compliance with applicable securities laws in such jurisdiction and does nototherwise: (i) obligate the Corporation to take insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any action to qualify any of its securities untrue or any trade alleged untrue statement of any material fact contained in the Official Statement under the caption "UNDERWRITING," any amendment or supplement thereto, or the Preliminary official Statement or arise out of its securitiesor are based upon the omission or the alleged omission to state therein a material fact necessary to make the statements under "UNDERWRITING" not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made to the Preliminary Official Statement or Official Statement in reliance upon and in conformity with written information furnished by the Underwriters specifically for use therein (it being understood that the Underwriters furnished only the information under "UNDERWRITING"); or (ii) obligate failure on the Corporation part of the Underwriters to establish or maintain any office or director or officer in such jurisdiction; or (iii) subject the Corporation deliver an Official Statement to any reporting purchasers; and will reimburse any legal or other requirement in such jurisdiction;
(d) obtain from each Subscriber a properly completed and executed Subscription Agreement and all applicable undertakings, questionnaires and other forms required under Applicable Securities Laws and expenses reasonably incurred by the Exchange and supplied to Authority or each member, officer, or employee of the Underwriter for completion Issuer in connection with the distribution investigating or defending of the Offered Shares;
(e) keep confidential the Responses unless: (i) any such information is already loss, claim, damage, liability or action. This indemnity agreement will be in the public domain (through no fault of the Underwriter); (ii) disclosure of such information is required by law or pursuant addition to a legal proceeding; or (iii) such information is disclosed to any liability which the Underwriter by another party who is may otherwise have. The Underwriter shall not subject to an obligation be liable for any settlement of confidentiality; and
(f) provide to the Corporation all necessary information in respect of the Underwriter and the Subscribers to allow the Corporation to file, with the Securities Commissions, if required, reports of the trades of the Offered Shares in accordance with Applicable Securities Laws within ten (10) days of the Closing Dateany such action effected without its consent.
Appears in 1 contract
Samples: Bond Purchase Agreement (Philadelphia Suburban Corp)
Underwriters Covenants. The Underwriter Each of the Underwriters covenants and agrees with the Corporation that it will:
(a) offer the Offered Shares for sale to the public in the Qualifying Provinces and may, subject to the terms of this Agreement, offer them for sale to, or for the account or benefit of, persons in the United States or U.S. Persons in the manner contemplated by Schedule "A" attached hereto;
(b) conduct activities in connection with the proposed offer and sale of the Offered Shares in compliance with all the Applicable Securities Laws and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered Shares;
(bc) not advertise use all reasonable efforts to complete the proposed offering or sale distribution of the Offered Shares in the printed media of general and regular paid circulation, radio, television or telecommunications including electronic display nor provide or make available to prospective purchasers of the Offered Shares any document or material which would constitute an offering memorandum as defined under Applicable Securities Lawssoon as possible;
(cd) not solicit subscriptions for the Offered Shares, trade in the Offered Shares or otherwise do any act in furtherance of a trade of the Offered Shares in any jurisdictions outside of the Selling Jurisdictions Qualifying Provinces, except as contemplated in compliance Schedule "A" attached hereto or in such other jurisdictions outside of Canada and the United States provided that such sales, solicitations or other contracts: (i) are made in accordance with the applicable securities laws thereof and provided that the Underwriter may so solicit, trade or act within of such jurisdiction only if such solicitation, trade or act is in compliance with applicable securities laws in such jurisdiction and does not: (i) obligate the Corporation to take any action to qualify any of its securities or any trade of any of its securitiesother jurisdictions; (ii) obligate do not subject the Corporation (or any of its directors, officers or employees) to establish any requirement to register, complete filings, or maintain obtain approvals or to any office inquiry, investigation or director or officer proceeding of any regulatory authority in such jurisdictionother jurisdictions; or and (iii) subject do not constitute Directed Selling Efforts (as defined in Schedule "A" hereto); and
(e) as soon as reasonably practicable after the Closing Date, provide the Corporation to any reporting or other requirement with a breakdown of the number of Offered Shares sold in such jurisdiction;
(d) obtain from each Subscriber a properly completed and executed Subscription Agreement and all applicable undertakingsof the Qualifying Provinces and, questionnaires and other forms required under Applicable Securities Laws and by the Exchange and supplied to the Underwriter for upon completion in connection with of the distribution of the Offered Shares;
(e) keep confidential the Responses unless: (i) such information is already in the public domain (through no fault of the Underwriter); (ii) disclosure of such information is required by law or pursuant to a legal proceeding; or (iii) such information is disclosed to the Underwriter by another party who is not subject to an obligation of confidentiality; and
(f) , provide to the Corporation all necessary information in and to the Securities Commissions notice to that effect, if required by Canadian Securities Laws. No Underwriter will be liable to the Corporation under this section 20 with respect to a default by any of the Underwriter and the Subscribers other Underwriters but will be liable to allow the Corporation to file, with the Securities Commissions, if required, reports of the trades of the Offered Shares in accordance with Applicable Securities Laws within ten (10) days of the Closing Dateonly for its own default.
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Underwriters Covenants. The Underwriter (a) Each of the Underwriters covenants and agrees with the Corporation that it will:
(ai) conduct activities in connection with the proposed offer and sale of the Offered Shares Units in compliance with all the Applicable Securities Laws and applicable securities laws in the United States and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered SharesUnits;
(b) not advertise the proposed offering or sale of the Offered Shares in the printed media of general and regular paid circulation, radio, television or telecommunications including electronic display nor provide or make available to prospective purchasers of the Offered Shares any document or material which would constitute an offering memorandum as defined under Applicable Securities Laws;
(cii) not solicit subscriptions for the Offered SharesUnits, trade in the Offered Shares Units or otherwise do any act in furtherance of a trade of the Offered Shares Units outside of the Selling Jurisdictions except Qualifying Provinces or, subject to subsection 20(c), in compliance with the applicable securities laws thereof and provided that the Underwriter may so solicit, trade or act within such jurisdiction only if such solicitation, trade or act is in compliance with applicable securities laws in such jurisdiction and does not: (i) obligate the Corporation to take any action to qualify any other jurisdictions outside of its securities or any trade of any of its securitiesCanada; (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; or and
(iii) subject as soon as reasonably practicable after the Closing Date provide the Corporation to any reporting or other requirement with a breakdown of the number of Offered Units sold in such jurisdiction;
(d) obtain from each Subscriber a properly completed and executed Subscription Agreement and all applicable undertakingsof the Qualifying Provinces and, questionnaires and other forms required under Applicable Securities Laws and by the Exchange and supplied to the Underwriter for upon completion in connection with of the distribution of the Offered Shares;
(e) keep confidential the Responses unless: (i) such information is already in the public domain (through no fault of the Underwriter); (ii) disclosure of such information is required by law or pursuant to a legal proceeding; or (iii) such information is disclosed to the Underwriter by another party who is not subject to an obligation of confidentiality; and
(f) Units, provide to the Corporation all necessary information notice to that effect, if required by Applicable Securities Laws.
(b) For the purposes of this section 20, the Underwriters shall be entitled to assume that the Offered Units may be lawfully offered for sale and sold in respect of the Underwriter and Qualifying Provinces if the Subscribers to allow final MRRS decision document has been issued evidencing that a receipt for the Corporation to file, with Prospectus has been issued by the Securities Commissions, if requiredprovided the Underwriters do not have actual knowledge, reports and have not been notified in writing by the Corporation, of the trades of any circumstances that would legally prohibit such distribution.
(c) The Underwriters shall be entitled to offer the Offered Shares Units to certain purchasers in the United States in accordance with Applicable Securities Laws within ten the terms set out in Schedule "A" attached hereto, which terms, and the representations, warranties and covenants set out in such Schedule, shall and shall be deemed to be incorporated by reference into and form part of this agreement.
(10d) days No Underwriter will be liable to the Corporation under this section 20 with respect to a default by any of the Closing Dateother Underwriters but will be liable to the Corporation only for its own default.
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