Canadian Prospectus. Each Canadian Preliminary Prospectus complied, at the time it was filed with the Reviewing Authority, in all material respects with the requirements of Canadian Securities Laws; at no time during the period that begins on the earlier of the date of the Canadian Preliminary Prospectus, dated ___________ and the date such Canadian Preliminary Prospectus was filed with the Reviewing Authority did such Canadian Preliminary Prospectus fail to constitute full, true and plain disclosure of all material facts relating to the Company and the Securities or include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; the Canadian Prospectus, as then amended and supplemented, will comply, as of its date, the date that it is filed with the Reviewing Authority, the time of purchase, each additional time of purchase, if any, and at all times during which a prospectus is required by Canadian Securities Laws to be delivered in connection with any sale of Shares, in all material respects, with the requirements of Canadian Securities Laws;, at no time during the period that begins on the earlier of the date of the Canadian Prospectus and the date the Canadian Prospectus will be filed with the Reviewing Authority and ending at the later of the time of purchase, the latest additional time of purchase, if any, and the end of the period during which a prospectus is required by Canadian Securities Laws to be delivered in connection with any sale of Securities did or will the Canadian Prospectus, as then amended or supplemented, fail to constitute full, true and plain disclosure of all material facts relating to the Company and the Securities or include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
Canadian Prospectus. Parent and BEPC shall have filed the Canadian Prospectus with the Canadian Securities Authorities and shall have obtained a receipt therefor from the Ontario Securities Commission, in its capacity as principal regulator in accordance with National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions, which evidences the receipt or the deemed receipt by the Canadian Securities Authorities of the Canadian Prospectus.
Canadian Prospectus. The AMF shall have cleared the final Canadian Prospectus for filing.
Canadian Prospectus. The Corporation receiving a Passport Receipt in respect of the Final Prospectus by the time set forth in Section 5 of this Agreement;
Canadian Prospectus. The Company shall furnish to the Representatives for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Canadian Prospectus or any amendment or supplement thereto prepared by or on behalf of, used by, or referred to by the Company, and the Company shall not file, use or refer to any Canadian Prospectus or any amendment or supplement thereto without the Representatives’ prior written consent. The Company shall furnish to each Underwriter, without charge, as many copies of the Canadian Prospectus prepared by or on behalf of, used by or referred to by the Company as such Underwriter may reasonably request. The Company acknowledges and agrees that the Offered Shares may not be offered or sold, directly or indirectly, in Canada or to any purchaser resident in Canada.
Canadian Prospectus. Following completion of the issuance of the Big Flash Common Shares to the Investors pursuant to the Subscription Agreements and to Cxxxxx pursuant to the Investor Relations Agreement and the Cxxxxx Securities Purchase Agreement, the Company shall use its commercially reasonable efforts to prepare and file a preliminary prospectus ("Preliminary Prospectus") in Ontario within 90 days thereof and to file a final prospectus and obtain a receipt therefor (the "Canadian Prospectus) for the purpose of qualifying the Company as a reporting issuer in Ontario. The Securityholders acknowledge that the Canadian Prospectus will not qualify the resale in Canada of the Big Flash Common Shares. The Company will cause the Preliminary Prospectus and any other related documents required to be filed in connection with the Preliminary Prospectus to be prepared and filed in accordance with the applicable securities laws of the Province of Ontario, the respective regulations and rules made and forms prescribed thereunder together with all applicable published policy statements, blanket orders, rulings and notices of the Ontario Securities Commission (collectively, "Canadian Securities Laws"), in each case in form and substance reasonably satisfactory to the Company. The Company will use reasonable commercial efforts to obtain, as soon as possible, a receipt from the Ontario Securities Commission for the Final Prospectus and will take all other steps and proceedings that may be necessary in order to qualify the Company as a reporting issuer in the Province of Ontario. Neither the Preliminary Prospectus, the Final Prospectus, nor any amendment to the Preliminary Prospectus, Final Prospectus or any amended or supplemental prospectus or ancillary material required to be filed with the Ontario Securities Commission pursuant to the Canadian Securities Laws (collectively, "Supplementary Material") will contain a misrepresentation (as such term is defined in Canadian Securities Laws) (provided that this representation is not intended to extend to information and statements included in reliance upon and in conformity with information furnished to the Company by or on behalf of the Securityholders specifically for use therein).
Canadian Prospectus. The Company will file the Preliminary Prospectus and use reasonable best efforts to obtain a receipt for the Final Prospectus in the Designated Provinces promptly after Closing in order to qualify the distribution of the Underlying Shares upon the voluntary or deemed exercise of the Special Warrants. The Company shall cause the Final Prospectus to remain effective and current until the expiry of the four month Canadian hold period otherwise applicable to unexercised Special Warrants.
Canadian Prospectus. (a) As soon as reasonably practicable following the execution of this Agreement, the Company will submit the Company’s application for the OSC Relief, with each of the applicable Canadian Securities Commissions to enable the OSC Decision Document and the OSC Relief to be issued in accordance with applicable Canadian Securities Laws as soon as reasonably practicable. Concurrently therewith, the Company will use its best efforts to amend the Canadian Final Prospectus in order to facilitate the transactions contemplated hereby. In the event the Company is unable to make such amendments, it shall promptly file a preliminary base shelf prospectus in accordance with Canadian Securities Laws that facilitates the transactions contemplated hereby and thereafter file a final base shelf prospectus on the same basis.
Canadian Prospectus. (i) The Company is qualified in accordance with the provisions of NI 44-101 and NI 44-102 to file a short form base shelf prospectus in each of the Qualifying Jurisdictions and there are no reports or information that in accordance with the requirements of Canadian Securities Laws must be made publicly available in connection with the Offering as at the date hereof that have not been made publicly available as required.
Canadian Prospectus. The Company is eligible to use the Shelf Procedures. The Canadian Prospectus, together with the Supplementary Material, will comply, as of its date, the Closing Date and the Additional Closing Date, if any, and at all times during which a prospectus is required by the Canadian Securities Laws to be delivered in connection with any sale of the Shares, with the requirements of the Canadian Securities Laws pursuant to which it has been filed and does and will provide full, true and plain disclosure of all material facts and does not and will not contain a misrepresentation (each within the meaning of the Canadian Securities Laws) relating to the Company and to the Shares. However, the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter or Sub-Underwriter through the Representative expressly for use in the Canadian Prospectus, the Supplementary Material, and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter or Sub-Underwriter consists of the information described as such in Section 7(b) hereof.
