U.S. Legal Opinion. At the Closing Time, the Underwriters shall have received the favourable opinion, dated the Closing Date, of Xxxxxx & Xxxxxxx LLP, United States counsel for the Company, in form and substance satisfactory to United States counsel for the Underwriters to the effect set forth below: (a) Each of Augusta Resource (US) Corporation; Augusta Resource (US) Holding Corporation; and Rosemont Copper Corporation having been incorporated and existing under their respective jurisdictions of incorporation, their respective authorized share capital and the ownership of such share capital; (b) pursuant to Rule 467 under the U.S. Securities Act, the U.S. Final Registration Statement filed in connection with the distribution and sale of the Shares in the United States is effective under the U.S. Securities Act; the Form F-X was filed with the SEC prior to effectiveness of the U.S. Final Registration Statement; any required filing of the U.S. Final Prospectus or any supplement thereto pursuant to Form F-10 has been made in the manner and within the time period required; and, to such counsel’s knowledge, based solely on the oral advice of a member of the staff of the SEC, no stop order suspending the effectiveness of the U.S. Final Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or threatened by the SEC; (c) the Form F-X appears on its face to be appropriately responsive, in all material respects, to the requirements of the U.S. Securities Act and rules and regulations promulgated thereunder; (d) the U.S. Preliminary Registration Statement, the U.S. Amended Preliminary Registration Statement, the U.S. Final Registration Statement and the U.S. Final Prospectus, excluding the documents incorporated by reference therein, and each amendment or supplement thereto (except for the financial statements and supporting schedules included therein or omitted therefrom, and other financial data derived from the Company’s accounting records and statistical data included therein or omitted therefrom, and the information derived from reports of or attributed to persons named in the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus and the U.S. Final Prospectus under the heading, “Experts”, included or incorporated by reference therein, as to which such counsel need express no opinion), as of their respective effective or issue dates, appear on their face to be appropriately responsive, in all material respects, with the requirements of the U.S. Securities Act and the rules and regulations thereunder; (e) such counsel does not know of any amendment to the U.S. Preliminary Registration Statement, the U.S. Amended Preliminary Registration Statement, the U.S. Final Registration Statement or supplement to the U.S. Final Prospectus required to be filed or of any contract or document required to be described in or filed as an exhibit to the U.S. Preliminary Registration Statement, the U.S. Amended Preliminary Registration Statement, the U.S. Final Registration Statement or the U.S. Final Prospectus that have not been filed or described as required; (f) assuming compliance by the Company and the Underwriters with the terms of the Underwriting Agreement, no consent, approval, authorization, license, order, or decree of, and no registration, qualification or filing with or notice to (collectively, “Consents”) any ”Governmental Authority” is required by the Company under any Applicable Law for the issuance and sale of the Shares or the Compensation Option Shares or the performance by the Company of its obligations under this Agreement except such as have been obtained or made under the U.S. Securities Act and except that such counsel need not express an opinion as to any such Consent that may be required to be obtained from or made to FINRA For the purposes of this opinion, the term “Governmental Authority” means any executive, legislative, judicial, administrative or regulatory body of the federal government of the United States of America. For the purposes of this opinion, the term “Applicable Law” means the federal laws of the United States of America, which in such counsel’s experience are normally applicable to the transactions of the type contemplated by this Agreement, except that “Applicable Law” does not include the anti-fraud provisions of the securities laws of any applicable jurisdiction or any state securities or blue sky laws of the various states;
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Samples: Underwriting Agreement (Augusta Resource CORP), Underwriting Agreement (Augusta Resource CORP)
U.S. Legal Opinion. At the Closing Time, the Underwriters shall have received the favourable opinion, dated the Closing Date, of Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP, United States counsel for the Company, in form and substance satisfactory to the Underwriters and to United States counsel for the Underwriters Underwriters, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, acting reasonably, to the effect set forth below:
(a) Each of Augusta Resource (US) Corporation; Augusta Resource (US) Holding Corporation; and Rosemont Copper Corporation having been incorporated and existing under their respective jurisdictions of incorporation, their respective authorized share capital and the ownership of such share capital;
(b) pursuant to Rule 467 467(a) under the U.S. Securities Act, the U.S. Final Registration Statement filed in connection with the distribution and sale of the Shares in the United States is effective under the U.S. Securities Act; the Form F-X was filed with the SEC prior to effectiveness of the U.S. Final Registration Statement; any required filing of the U.S. Final Prospectus or any supplement thereto pursuant to Form F-10 has been made in all material respects in the manner required and such filing has been made within the time period required; and, to the best of such counsel’s knowledge, based solely on the oral advice of a member of the staff of the SEC, no stop order suspending the effectiveness of the U.S. Final Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or threatened by the SEC;
(c) the Form F-X appears on its face to be appropriately responsive, in all material respects, to the requirements of the U.S. Securities Act and rules and regulations promulgated thereunder;
(db) the U.S. Preliminary Registration Statement, the U.S. Amended Preliminary Registration Statement, the U.S. Final Registration Statement and the U.S. Final Prospectus, excluding the documents incorporated by reference therein, and each amendment or supplement thereto therein (except for the financial statements and supporting schedules included therein or omitted therefrom, and other financial data derived from the Company’s accounting records and statistical data included therein or omitted therefrom, and the information derived from reports of or attributed to persons named in the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus and the U.S. Final Prospectus under the heading, heading “Experts”, included or incorporated by reference therein, as to which such counsel need express no opinion), as of their respective effective or issue dates, appear on their face comply as to be appropriately responsiveform, in all material respects, with the requirements of the U.S. Securities Act and the rules and regulations thereunder;
(ec) the Form F-X appears on its face to be appropriately responsive in all material respects to the requirements of the U.S. Securities Act and the rules and regulations of the SEC thereunder;
(d) such counsel does not know of any amendment to the U.S. Preliminary Registration Statement, the U.S. Amended Preliminary Registration Statement, the U.S. Final Registration Statement or supplement to the U.S. Final Prospectus required to be filed or of any contract or document required to be described in or filed as an exhibit to the U.S. Preliminary Registration Statement, the U.S. Amended Preliminary Registration Statement, the U.S. Final Registration Statement or the U.S. Final Prospectus that have not been filed or described as required;
(fe) assuming compliance by the Company and the Underwriters with the terms of the Underwriting Agreement, no consent, approval, authorization, license, order, or decree of, and no registration, qualification or filing with any court or notice to (collectivelygovernmental authority, “Consents”) any ”Governmental Authority” is required by the Company under any Applicable Law for the issuance and sale agency or body of the Shares or the Compensation Option Shares or the performance by the Company of its obligations United States, other than those required under this Agreement except state securities and blue sky laws (as to which such counsel need express no opinion), other than as have been made or obtained or made under the U.S. Securities Act and such as are required by FINRA, is required in connection with, and no applicable law, rule or regulation of the United States will be violated or contravened by (except that we express no opinion in this paragraph as to compliance with any disclosure requirement or any prohibition against fraud or misrepresentation), execution and delivery of the Underwriting Agreement or for the offer and sale and delivery of the Shares as contemplated therein;
(f) the statements in the U.S. Final Prospectus under the caption “United States Federal Income Tax Considerations” insofar as such statements summarize legal matters discussed therein fairly present such legal matters and are accurate in all material respects;
(g) the Shares have been approved for listing on the NYSE, subject to notice of issuance of the Shares;
(h) the Company is not, and, after giving effect to the Offering and the use of proceeds therefrom as described in the U.S. Final Prospectus under the heading “Use of Proceeds”, will not be required to register as an “investment company” as such term is defined under the United States Investment Company Act of 1940, as amended;
(i) such opinion shall additionally state that such counsel has participated in the preparation of the U.S. Registration Statement, the U.S. Final Prospectus, and the documents incorporated by reference therein, and in conferences with officers and other representatives of the Company, representatives of the independent chartered accountants of the Company, and representatives of the Underwriters at which the contents of the U.S. Registration Statement and the Final U.S. Prospectus were discussed, and, although such counsel are not passing upon and do not assume responsibility for the accuracy, completeness or fairness of the statements contained in the U.S. Registration Statement or the U.S. Final Prospectus (except with respect to those matters to the extent set forth in opinion (g) above), on the basis of the foregoing nothing has come to such counsel’s attention which gave such counsel reason to believe that:
(A) the U.S. Registration Statement (except for financial statements and supporting schedules included therein or omitted therefrom and other financial data and statistical data derived from the Company’s accounting records included or incorporated therein or omitted therefrom, and the information derived from reports of or attributed to persons named in the U.S. Preliminary Prospectus, U.S. Amended Preliminary Prospectus and the U.S. Final Prospectus under the heading “Experts”, included or incorporated by reference, therein as to which such counsel need not express comment) at the Effective Time, contained an opinion as untrue statement of a material fact or omitted to any such Consent that may be state a material fact required to be obtained stated therein necessary to make the statements therein not misleading, or,
(B) the U.S. Final Prospectus (except for financial statements and supporting schedules included therein or omitted therefrom and other financial data derived from the Company’s accounting records and statistical data included or made incorporated therein or omitted therefrom, as to FINRA For which such counsel need not comment and the purposes information derived from reports of this opinionor attributed to persons named in the U.S. Preliminary Prospectus, U.S. Amended Preliminary Prospectus and the term U.S. Final Prospectus under the heading “Governmental Authority” means any executiveExperts”, legislativeincluded or incorporated by reference therein, judicialas to which such counsel need not comment), administrative or regulatory body as of its date, as of the federal government Applicable Time and at the Closing Time, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the United States of America. For the purposes of this opinioncircumstances under which they were made, the term “Applicable Law” means the federal laws of the United States of America, which in such counsel’s experience are normally applicable to the transactions of the type contemplated by this Agreement, except that “Applicable Law” does not include the anti-fraud provisions of the securities laws of any applicable jurisdiction or any state securities or blue sky laws of the various states;misleading.
Appears in 1 contract
U.S. Legal Opinion. At the Closing Time, the Underwriters shall have received the favourable opinion, dated the Closing Date, of Xxxxxx & Xxxxxxx LLP, United States counsel for the Company, in form and substance satisfactory to United States counsel for the Underwriters Underwriters, White & Case LLP, to the effect set forth below:
(a) Each of Augusta Resource Xxxxxx Lake (USUSA) Corporation; Augusta Resource (US) Holding Corporation; and Rosemont Copper Corporation Inc. having been incorporated and existing under their respective jurisdictions the laws of incorporationthe State of Arizona, their respective its authorized share capital and the ownership of such share capital;
(b) pursuant to Rule 467 under the U.S. Securities Act, the U.S. Final Registration Statement and the U.S. Amended Registration Statement both filed in connection with the distribution and sale of the Shares in the United States is are effective under the U.S. Securities Act; the Form F-X was filed with the SEC prior to effectiveness of the U.S. Final Registration Statement; any required filing of the U.S. Final Prospectus or any supplement thereto pursuant to Form F-10 has been made in the manner and within the time period required; and, to the best of such counsel’s 's knowledge, based solely on the oral advice of a member of the staff of the SEC, no stop order suspending the effectiveness of the U.S. Final Amended Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or threatened by the SEC;
(c) the Form F-X appears on its face to be appropriately responsive, in all material respects, to the requirements of the U.S. Securities Act and rules and regulations promulgated thereunder;
(d) the U.S. Preliminary Registration Statement, the U.S. Amended Preliminary Registration Statement, the U.S. Final Registration Statement and the U.S. Final Prospectus, excluding the documents incorporated by reference therein, and each amendment or supplement thereto (except for the financial statements and supporting schedules included therein or omitted therefrom, and other financial data derived from the Company’s 's accounting records and statistical data included therein or omitted therefrom, and the information derived from reports of or attributed to persons named in the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus and the U.S. Final Prospectus under the heading, “"Experts”", included or incorporated by reference therein, as to which such counsel need express no opinion), as of their respective effective or issue dates, appear on their face comply as to be appropriately responsiveform, in all material respects, with the requirements of the U.S. Securities Act and the rules and regulations thereunder;
(ed) such counsel does not know of any amendment to the U.S. Preliminary Registration Statement, the U.S. Amended Preliminary Registration Statement, the U.S. Final Registration Statement or supplement to the U.S. Final Prospectus required to be filed or of any contract or document required to be described in or filed as an exhibit to the U.S. Preliminary Registration Statement, the U.S. Amended Preliminary Registration Statement, the U.S. Final Registration Statement or the U.S. Final Prospectus that have not been filed or described as required;
(fe) assuming compliance by the Company and the Underwriters with the terms of the Underwriting Agreement, no consent, approval, authorization, license, order, or decree of, and no registration, qualification or filing with or notice to (collectivelyany court or governmental authority, “Consents”) any ”Governmental Authority” is required by the Company under any Applicable Law for the issuance and sale agency or body of the Shares or the Compensation Option Shares or the performance by the Company of its obligations United States, other than those required under this Agreement except state securities and blue sky laws (as to which such counsel need express no opinion) and other than as have been obtained or made under the U.S. Securities Act is necessary or required in connection with, and no law, rule or regulation of the United States will be violated or contravened by, the due authorization, execution and delivery of the Underwriting Agreement or for the distribution, issuance, sale and delivery of the Shares as contemplated therein;
(f) the statements in the U.S. Final Prospectus under the caption "Tax Considerations — United States Federal Income Tax" insofar as such statements summarize legal matters discussed therein have been reviewed by such counsel and are accurate and fair summaries of such legal matters in all material respects;
(g) the Shares have been approved for listing on the AMEX, subject to notice of issuance of the Shares;
(h) the Company is not an "investment company" or an entity "controlled" by an "investment company" as such term is defined in the 1940 Act,
(i) such opinion shall additionally state that such counsel has participated in the preparation of the U.S. Registration Statement, the U.S. Amended Registration Statement, the Disclosure Package, the U.S. Final Prospectus, and the documents incorporated by reference therein, and in conferences with officers and other representatives of the Company, representatives of the independent chartered accountants of the Company, and representatives of the Underwriter(s) at which the contents of the U.S. Registration Statement, the U.S. Registration Statement, the U.S. Amended Registration Statement, the Disclosure Package and the Final U.S. Prospectus were discussed, and, although such counsel are not passing upon and do not assume responsibility for the accuracy, completeness or fairness of the statements contained in the U.S. Registration Statement, the U.S. Amended Registration Statement, the Disclosure Package, or the U.S. Final Prospectus (except that with respect to those matters to the extent set forth in opinion (f) above), on the basis of the foregoing nothing has come to such counsel's attention which gave such counsel reason to believe that:
(A) the Disclosure Package, as of the Applicable Time (except for financial statements and supporting schedules included therein or omitted therefrom and other financial data and statistical data derived from the Company's accounting records included or incorporated therein or omitted therefrom, and the information derived from reports of or attributed to persons named in the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus and the U.S. Final Prospectus under the heading "Experts", included or incorporated by reference therein, as to which such counsel need not express an opinion comment), included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or,
(B) the U.S. Registration Statement, the U.S. Amended Registration Statement, or any amendment thereto (except for financial statements and supporting schedules included therein or omitted therefrom and other financial data and statistical data derived from the Company's accounting records included or incorporated therein or omitted therefrom, and the information derived from reports of or attributed to persons named in the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus and the U.S. Final Prospectus under the heading "Experts", included or incorporated by reference, therein as to which such counsel need not comment) at the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein not misleading, or,
(C) the U.S. Final Prospectus or any amendment or supplement thereto made prior to the Closing Time (except for financial statements and supporting schedules included therein or omitted therefrom and other financial data derived from the Company's accounting records and statistical data included or incorporated therein or omitted therefrom, as to which such counsel need not comment and the information derived from reports of or attributed to persons named in the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus and the U.S. Final Prospectus under the heading "Experts", included or incorporated by reference therein, as to which such counsel need not comment), at the time the U.S. Final Prospectus was issued, at the time any such Consent that may be required amended or supplemented prospectus was issued, or at the Closing Time, included or includes an untrue statement of a material fact or omitted or omits to be obtained from or made state a material fact necessary in order to FINRA For make the purposes of this opinionstatements therein, in the term “Governmental Authority” means any executive, legislative, judicial, administrative or regulatory body light of the federal government of the United States of America. For the purposes of this opinioncircumstances under which they were made, the term “Applicable Law” means the federal laws of the United States of America, which in such counsel’s experience are normally applicable to the transactions of the type contemplated by this Agreement, except that “Applicable Law” does not include the anti-fraud provisions of the securities laws of any applicable jurisdiction or any state securities or blue sky laws of the various states;misleading.
Appears in 1 contract
Samples: Underwriting Agreement (Gammon Lake Resources Inc.)
