Underwriters’ Obligation to Purchase. The obligation of the Underwriter to purchase the Units at the Closing Time shall be subject to the following conditions (it being understood that the Underwriter may waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to its rights in respect of any other of the following terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Underwriter any such waiver or extension must be in writing):
(a) all actions required to be taken by or on behalf of the Corporation, including without limitation the passing of all requisite resolutions of directors of the Corporation to approve the Prospectus, to obtain the approval of the TSX to the Offering and to validly offer, sell and distribute the Units, to issue to the Underwriter the Underwriter’s Warrants, to pay the Commission and to grant the Over-Allotment Option will have been taken;
(b) the Corporation shall have made all necessary filings with and obtained all necessary approvals, consents and acceptances of the Canadian Securities Regulators for the Prospectus and to permit the Corporation to complete its obligations hereunder;
(c) no order ceasing or suspending trading in any securities of the Corporation, or prohibiting the trade or distribution of any of the securities of the Corporation will have been issued and no proceedings for such purpose, to the best of the knowledge of the Corporation, will be pending or threatened;
(d) the Underwriter not having exercised any rights of termination set forth in this Agreement;
(e) the Corporation shall have, as of the Closing Time, complied with all of its material covenants and agreements contained in this Agreement;
(f) the Underwriter shall have received executed Lock-Up Agreements in favour of the Underwriter as required pursuant to Section 12 of this Agreement;
(g) the Underwriter shall have received an executed copy of the Warrant Indenture;
(h) the Underwriter shall have received an opinion, dated the Closing Date and subject to customary qualifications, of Torys LLP the Corporation’s legal counsel, addressed to the Underwriter as to all legal matters customarily and reasonably requested by the Underwriter relating to the Corporation and the creation, issuance and sale of the Units or, instead of rendering opinions relating to the laws of the Qualifying Jurisdictions other than Ontario and Alberta or elsewhere, the Corporation’s solicitors may eng...
Underwriters’ Obligation to Purchase. The Underwriters’ obligation to purchase the Purchased Shares at the Closing Time shall be subject to the accuracy of the representations and warranties of the Corporation contained in this Agreement as of the date of this Agreement and as of the Closing Date, the performance by the Corporation of its obligations under this Agreement and the following conditions:
Underwriters’ Obligation to Purchase. 13.1 The Underwriters’ obligation to purchase the Initial Debentures at the Closing Time (or, to the extent that the Over-Allotment Option is exercised, the Over- Allotment Debentures at the Over-Allotment Closing Time) shall be several and not joint, and the Underwriters’ respective obligations in this respect shall be as to the following percentages of the Initial Debentures (or, if applicable, Over- Allotment Debentures) to be purchased at that time: TDSI 22.0% RBC 20.0% CIBC 15.0% Scotia Capital Inc. 10.0% BMO Xxxxxxx Xxxxx Inc. 9.0% National Bank Financial Inc. 8.0% Canaccord Genuity Corp. 4.0% GMP Securities L.P. 4.0% Industrial Alliance Securities Inc. 4.0% Xxxxxxx Xxxxx Ltd. 4.0%
13.2 If one or more of the Underwriters fails to purchase its or their applicable percentages of the Initial Debentures at the Closing Time (or, if applicable, Over- Allotment Debentures at the Over-Allotment Closing Time) and the number of Initial Debentures (or Over-Allotment Debentures) not purchased is less than or equal to 10% of the aggregate number of Initial Debentures (or Over-Allotment Debentures) agreed to be purchased by the Underwriters pursuant to this Agreement, each of the other Underwriters shall be obligated to purchase severally the Initial Debentures (or Over-Allotment Debentures) not taken up on a pro-rata basis (or in such other proportion as the remaining Underwriters may mutually agree).
13.3 If one or more of the Underwriters fails to purchase its or their applicable percentages of the Initial Debentures at the Closing Time (or, if applicable, Over- Allotment Debentures at the Over-Allotment Closing Time) and the number of Initial Debentures (or Over-Allotment Debentures) not purchased is greater than 10% of the aggregate number of Initial Debentures (or Over-Allotment Debentures) agreed to be purchased by the Underwriters pursuant to this Agreement, the other Underwriter or Underwriters shall have the right, but shall not be obligated, to purchase on a pro-rata basis (or in such other proportion as the remaining Underwriters may mutually agree) all, but not less than all, of the Prospectus Debentures which would otherwise have been purchased by the Underwriter or Underwriters which fail to purchase. In the event that such right is not exercised, the Underwriter or Underwriters which are able and willing to purchase shall be relieved of all obligations to the Corporation on submission to the Corporation of reasonable evidence of its or their abilit...
Underwriters’ Obligation to Purchase. The Underwriters' obligation to purchase the Purchased Units at the Closing Time shall be subject to the accuracy of the representations and warranties of each of the Fund, Supremex, Cenveo and Cenveo US contained in this Agreement as of the date of this Agreement and in all material respects as of the Closing Date (except, in each case, for those representations and warranties that are subject to a materiality qualification, which will be true and correct in all respects), the performance by each of the Fund, Supremex, Cenveo and Cenveo US of their respective obligations under this Agreement and the following conditions:
