Representations and Warranties of the Corporation. The Corporation represents and warrants that (i) it is a corporation duly incorporated and is existing in good standing under the laws of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, can...
Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Purchaser that:
Representations and Warranties of the Corporation. The Corporation represents and warrants to each of the Underwriters, and acknowledges that each of them is relying upon such representations and warranties in connection with the purchase of the Offered Shares, that:
Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agents, Theia and the Purchasers, and acknowledges that the Agents, Theia and the Purchasers are relying upon such representations and warranties, as follows:
(a) All necessary corporate action has been taken to authorize the creation, issue and sale of, and the delivery of the Subscription Receipts, in certificated or uncertificated form, and:
(i) upon payment of the requisite consideration therefor, the Subscription Receipts will be validly created and issued;
(ii) upon satisfaction of the Escrow Release Conditions the Subscription Receipts shall convert automatically, without additional payment therefore, into Subscription Shares which Subscription Shares will be validly issued, fully paid and non-assessable Class A Shares, exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares; and
(iii) the Compensation Shares will be validly issued, fully paid and non- assessable Class A Shares exchangeable in accordance with the Amalgamation Agreement into Resulting Issuer Shares.
(b) The form and terms of the Subscription Receipts have been approved and adopted, by the directors of the Corporation and do not conflict with any applicable laws.
(c) The attributes of the Subscription Receipts will conform in all material respects with the description thereof in the Subscription Agreements and Subscription Receipt Agreement.
(d) The Corporation has full corporate power, capacity and authority to undertake the Offering, to enter into this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the certificates representing the Subscription Receipts (collectively, the “Corporation Offering Documents”) and the Amalgamation Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof, and the Corporation has taken all necessary corporate action to authorize the execution, delivery and performance of the Corporation Offering Documents and the Amalgamation Agreement and to observe and perform the provisions of the Corporation Offering Documents and the Amalgamation Agreement in accordance with the provisions hereof and thereof.
(e) Each of the Corporation Offering Documents and the Amalgamation Agreement has been executed and delivered by the Corporation and constitutes a valid and legally binding obligatio...
Representations and Warranties of the Corporation. The Corporation represents and warrants to, and agrees with, the several Underwriters that: (a) A registration statement (No. ), including a prospectus, relating to the Notes has been filed with the Securities and Exchange Commission ("Commission") under the Securities Act of 1933 (the "1933 Act"). Such registration statement and any post-effective amendment thereto, each in the form heretofore delivered to you, and, excluding exhibits thereto but including all documents incorporated by reference in the prospectus contained therein, to you for each of the other Underwriters, have been declared effective by the Commission in such form, and no stop order suspending the effectiveness of such registration statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission (any preliminary prospectus included in such registration statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the 1933 Act being hereinafter called a "Preliminary Prospectus"; the various parts of such registration statement, including all exhibits thereto and including the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective, each as amended at the time such part of the registration statement became effective, being hereinafter called the "Registration Statement"; and the final prospectus relating to the Notes, in the form first filed pursuant to Rule 424(b) under the 1933 Act, being hereinafter called the "Prospectus"; and any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Corporation filed pursuant to Section 13(a) or 15(d) of the 1934 Act after the effective date of the Re...
Representations and Warranties of the Corporation. The Corporation does hereby represent and warrant to the Investor as follows, and acknowledges and confirms that the Investor is relying on such representations and warranties, notwithstanding any investigation by the Investor:
Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Subscriber (and acknowledges that the Subscriber is relying thereon) that:
Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Investor as follows:
Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agent that each of the following representations and warranties is true and correct on the date of this Agreement:
Representations and Warranties of the Corporation. The Corporation represents and warrants as follows to the Subscriber at the date of this Agreement and at the Time of Closing and acknowledges and confirms that the Subscriber is relying upon such representations and warranties in connection with the offer, sale and issuance of the Subscribed Shares to the Subscriber:
(a) The Corporation and its subsidiaries are corporations incorporated and existing in good standing under the laws of the jurisdictions in which they are incorporated, continued or amalgamated;
(b) The execution and delivery of, and performance by the Corporation of this Agreement have been authorized by all necessary corporate action on the part of the Corporation;
(c) This Agreement has been duly executed and delivered by the Corporation and constitutes a legal, valid and binding agreement of the Corporation enforceable against it in accordance with its terms;
(d) The Corporation is not required to give any notice to, make any filing with or obtain any authorization, order or other consent or approval of any Person in connection with the execution or delivery of or performance of its obligations under this Agreement or the consummation of the Offering, other than the Exchange’s acceptance of the transactions contemplated herein, and the filings required to be made prior to or following Closing, under the rules of the Exchange;
(e) The Corporation has complied with Applicable Securities Laws in connection with the offer, sale and issuance of the Subscribed Shares;
(f) Computershare Trust Company of Canada at its offices in the city of Vancouver, is the duly appointed registrar and transfer agent of the Corporation with respect to the Common Shares (the “Transfer Agent”);
(g) The authorized capital of the Corporation consists of an unlimited number of Common Shares and preferred shares without par value of which 48,730,165 Common Shares are issued and outstanding (without giving effect to the Common Shares subscribed for under this Agreement). The outstanding Common Shares of the Corporation are fully paid and non-assessable. There are no other equity or voting securities of the Corporation outstanding, and there are no outstanding stock options, warrants or other convertible securities or instruments that may be converted into Common Shares, except as set forth on Schedule 4.2 attached to the Credit Agreement. The fully diluted share capital of the Corporation is 51,291,665 Common Shares;
(h) The Subscribed Shares have been duly authorized ...
