U.S. Offers and Sales. The Underwriters will comply with the obligations set out in Schedule A to this Underwriting Agreement.
U.S. Offers and Sales. (a) The Underwriters make the representations, warranties and covenants applicable to them in Schedule “A” hereto and agree, on behalf of themselves and their U.S. Affiliates, for the benefit of the Corporation, to comply with the U.S. selling restrictions imposed by the laws of the United States and set forth in Schedule “A” hereto, which forms part of this Agreement. Notwithstanding the foregoing provisions of this section, an Underwriter will not be liable to the Corporation under this section or Schedule “A” hereto with respect to a violation by another Underwriter or its U.S. Affiliate of the provisions of this section or Schedule “A” hereto if the former Underwriter or its U.S. Affiliate is not itself also in violation.
U.S. Offers and Sales. The parties to this Agreement acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. Persons except that the Offered Securities may be offered and sold to, or for the account or benefit of, persons in the United States and U.S. Persons pursuant to transactions that are exempt from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the Corporation and the Underwriters hereby agree that all offers and sales of the Offered Securities, including, but not limited to, offers and sales of the Offered Securities made in Offering Jurisdictions other than the United States, shall be conducted only in the manner specified in Schedule “A”, which terms and conditions are hereby incorporated by reference in and shall form a part of this Agreement. Notwithstanding the foregoing provisions of this section, an Underwriter will not be liable to the Corporation under this section or Schedule “A” with respect to a violation by another Underwriter or the U.S. Affiliate(s) (as defined in Schedule “A” hereto) of that other Underwriter of the provisions of this section or Schedule “A” if the Underwriter first referred to above or its U.S. Affiliate, as applicable, is not itself also in violation.
U.S. Offers and Sales. The Company and the Underwriters understand and agree that any offers of the Units to, or for the account or benefit of, persons in the United States or U.S. Persons are being made by the Underwriters, acting through one or more U.S. Affiliates, for sale by the Company in accordance with this Agreement, on a private- placement basis to Qualified Institutional Buyers and/or U.S. Accredited Investors in compliance with Rule 506(b) of Regulation D under the U.S. Securities Act and similar exemptions under applicable U.S. state securities laws, it being understood and agreed that such offers and sales do not trigger: (i) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents in the United States; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation in the United States; notwithstanding the foregoing, the Company shall comply with all covenants set forth in Schedule "A", including those set forth in Subsection 1(i) thereto, and the filings set forth in Subsection 1(c) of this Agreement.
U.S. Offers and Sales. The Underwriters will not, and will require any U.S. Affiliate or Selling Firm to agree not to, directly or indirectly, solicit offers to purchase or sell the Offered Securities or deliver any Offering Document to purchasers so as to require registration of the Offered Securities or filing of a prospectus or registration statement with respect to those Offered Securities under the laws of any jurisdiction other than the Qualifying Jurisdictions, including, without limitation, the United States. Any offer or sales of Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons will be made in accordance with the terms and conditions set out in Schedule “A” (and any exhibit thereto) to this Underwriting Agreement and by the Underwriters or their U.S. Affiliates. The terms and conditions and the representations, warranties and covenants of the parties contained in Schedule “A” (and any exhibit thereto) form part of this Underwriting Agreement, and the representations, warranties and covenants contained therein shall be true as of the date hereof and the Closing Date or any subsequent closing, as applicable;
U.S. Offers and Sales. Ceres shall prepare and file with the SEC, on the same date that it files the Final Prospectus with the Canadian Securities Commissions, a EXECUTION VERSION registration statement on Form F-7 covering the registration under the 1933 Act of the Common Shares issuable upon the exercise of the Rights (excluding, for greater certainty, privately placed Standby Purchaser Rights Offering Shares and Standby Purchaser Shares pursuant to this Agreement).
U.S. Offers and Sales. The Underwriters will comply with the obligations set out in Schedule "A" to this Underwriting Agreement. Notwithstanding the foregoing, an Underwriter will not be liable to the Company under this Section or Schedule "A" with respect to a violation by another Underwriter or its U.S. Affiliate(s) of the provisions of this Section or Schedule "A" if the former Underwriter or its U.S. Affiliate, as applicable, is not itself also in violation.
U.S. Offers and Sales. Maudore shall prepare and file with the SEC a registration statement on Form F-7 covering the registration under the 1933 Act of the Common Shares issuable upon the exercise of the Rights (excluding, for greater certainty, privately placed Standby Purchaser Rights Offering Shares and Standby Purchaser Shares pursuant to this Agreement).
U.S. Offers and Sales
