Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants, covenants and agrees that:
Representations, Warranties and Covenants of the Corporation. The Corporation covenants, represents and warrants to the undersigned (which covenants, representations and warranties shall survive Closing) that:
(i) the Corporation has been duly continued and is a validly subsisting corporation under the laws of Canada;
(ii) the Corporation has all necessary corporate power and authority to own its assets and to carry on its business as now conducted;
(iii) this agreement has been duly authorised by all necessary corporate action on the part of the Corporation;
(iv) the execution and delivery of this agreement and the fulfillment of the terms hereof and the issue and sale of the Shares by the Corporation as provided in this agreement do not and will not conflict with and do not and will not result in a breach of any of the terms, conditions or provisions of the current constating documents, by-laws and resolutions of the Corporation or breach any material contracts or outstanding debts or equity securities of the Corporation;
(v) the Shares will, upon payment therefor, be validly issued as fully paid and non-assessable;
(vi) the Corporation is a reporting issuer in good standing under the securities legislation of Alberta, Ontario and Quebec (collectively referred to as the “Applicable Securities Legislation”); the issuance of the Shares will not contravene any provisions of the Applicable Securities Legislation, as well as the rules and policies of the Exchange and of the other regulatory authorities having jurisdiction over the Corporation and will be exempt from the registration and prospectus requirements of the Applicable Securities Legislation.
(vii) the Corporation will take all steps within its control to list the Shares on the Exchange;
(viii) the unaudited consolidated financial statements of the Corporation and the report to shareholders for the period of nine months ended August 31, 2001, as provided to HEARx Ltd. (the “Purchaser”) are complete, true and accurate and they have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis with prior periods.
(ix) the Corporation has not made any private placement of shares of the same class as the Shares or shares of other class or securities convertible or exchangeable in shares of any class during the last six months;
(x) the Corporation is unaware of any information or facts concerning its business and its operations that has not been disclosed and released to the public and which, if known to the Purchas...
Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants, acknowledges, covenants and agrees with the Agents, as at the date hereof and as at the Closing Date, that:
Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants, covenants and agrees that:
1. The Corporation is, and on the Closing Date and any Over-Allotment Closing Date will be a Foreign Private Issuer.
2. The Corporation is not, and as a result of the sales of the Offered Securities contemplated hereby and the application of the proceeds thereof will not be, an open-end investment company or unit investment trust registered, or required to be registered, or a closed-end investment company required to be registered, but not registered, under the United States Investment Company Act of 1940, as amended.
3. Except with respect to offers and sales in accordance with this Schedule “A” of (i) Offered Securities to IAIs and/or QIBs in reliance upon an exemption from registration under the U.S. Securities Act, neither the Corporation nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Securities to a person in the United States to or, for the account or benefit of, U.S. Persons; or (B) any sale of Offered Securities unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States, or (ii) the Corporation, its affiliates or any person acting on its behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to whom no representation is made) reasonably believe that the purchaser is outside the United States.
4. Neither it nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made), has engaged or will engage in any Directed Selling Efforts in respect of the Common Shares, or has taken or will take any action that would cause the exemption from registration afforded by Rule 903 of Regulation S or the exemption from registration afforded by Rule 506(b) of Regulation D or section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of the Offered Securities pursuant to the Underwriting Agreement.
5. None of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriter, any U...
Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants and covenants to the Underwriters that:
(a) the Corporation is a Foreign Issuer and reasonably believes that there is no Substantial U.S. Market Interest with respect to the Offered Shares;
(b) the Corporation is not, and after giving effect to the offering of the Offered Shares will not be, required to register as an investment company within the meaning of the Investment Company Act;
(c) except with respect to offers and sales of Offered Shares (i) to Qualified Institutional Buyers in reliance upon the exemption from registration under Rule 144A and to Eligible Discretionary Accounts, or (ii) in an Offshore Transaction in accordance with Rule 903 of Regulation S, neither the Corporation, nor any of its respective affiliates (within the meaning of the U.S. Securities Act), nor any person acting on any of their behalf (other than the Underwriters any U.S. Affiliate, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Shares to a person in the United States; or (B) any sale of Offered Shares unless, at the time the buy order was or will have been originated, the purchaser is: (i) outside the United States; or (ii) the Corporation, its affiliates, and any person acting on their behalf reasonably believe that the purchaser is outside the United States;
(d) neither the Corporation, nor any of its affiliates (within the meaning of the U.S. Securities Act), nor any person acting on any of their behalf (other than the Underwriters any U.S. Affiliate, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation), (i) has engaged or will engage in any Directed Selling Efforts with respect to the Offered Shares, or (ii) has sold, offered for sale or solicited any offer to buy any of its securities in a manner that would cause the applicable exemption or exclusion from registration under the U.S. Securities Act afforded by Rule 144A or Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Shares pursuant to this Agreement;
(e) none of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriters any U.S. Affiliate, or any members of the banking and selling group formed by them, as to whom the Corporation makes no representation) has offered or ...
Representations, Warranties and Covenants of the Corporation. The Corporation hereby represents, warrants and covenants to each Stockholder as follows:
(a) The Corporation is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation.
(b) The Corporation has all requisite power, capacity and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of the Corporation (including its board of directors), and no other actions or proceedings on the part of the Corporation are necessary to authorize the execution and delivery by the Corporation of this Agreement and the consummation by the Corporation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Corporation and, assuming due power and authority of, and due execution and delivery by, the other parties hereto, constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(c) The execution and delivery of this Agreement does not, and the performance by the Corporation of its agreements, covenants, and obligations hereunder will not, conflict with, result in a breach or violation of or default under (with or without notice or lapse of time or both), or require notice to or the consent of any Person under, any provisions of the organizational documents of the Corporation (if applicable), or any agreement, commitment, law, rule, regulation, judgment, order or decree to which the Corporation is a party or by which the Corporation is, or any of its assets are, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the transactions contemplated by this Agreement or otherwise prevent or delay the Corporation from performing its agreements, covenants or obligations under this Agreement.
Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants and covenants to the Underwriters that:
Representations, Warranties and Covenants of the Corporation. The Corporation hereby represents, warrants and covenants to the Purchaser (and/or to any others on whose behalf the Purchaser is contracting hereunder), that as of the date of this Subscription Agreement and as of the Closing Date:
(a) The Corporation is a valid and subsisting corporation duly incorporated and in good standing under the laws of its jurisdiction of incorporation;
(b) The Corporation will reserve and set aside a sufficient number of authorized and unissued Common Shares of the Corporation to issue to the Purchaser the Common Shares issuable in connection with the exercise of the Warrants and such Common Shares will, when issued and delivered upon such exercise, be duly and validly issued as fully paid and non-assessable shares of the Corporation;
(c) This Subscription Agreement and the Offering have been duly authorized by all necessary corporate action on the part of the Corporation and constitute valid obligations of the Corporation legally binding upon it and enforceable in accordance with its terms;
(d) The Corporation has all requisite corporate power and authority to carry on its business as now and proposed to be carried on and to own, lease and operate its material properties, business and assets, or the interests therein;
(e) The Corporation is not a party to any actions, suits or proceedings which could have a material adverse effect on the assets, liabilities, financial condition, business, capital or prospects of the Corporation and, to the best of the Corporation's knowledge, no such actions, suits or proceedings are pending or threatened.
Representations, Warranties and Covenants of the Corporation. The Corporation hereby represents, warrants and covenants to the Purchaser (and/or to any others on whose behalf the Purchaser is contracting hereunder), that as of the date of this Subscription Agreement and as of the Closing Date:
Representations, Warranties and Covenants of the Corporation. The Corporation hereby represents, warrants and covenants to the Subscriber (and acknowledges that the Subscriber is relying thereon) that, except as set forth on the Schedule of Exceptions furnished to the Subscriber (the “Schedule of Exceptions”) specifically identifying the relevant Section hereof:
