Common use of Accuracy Clause in Contracts

Accuracy. Each part of the Registration Statement, when such part became or becomes effective, at any deemed effective date pursuant to Form F-10 and the Rules and Regulations on the date of filing thereof with the Commission and at each Time of Sale and Settlement Date, and the U.S. Prospectus, on its date, or the date of filing thereof with the Commission and at each Time of Sale and Settlement Date, as amended or supplemented, conformed or will conform in all material respects with the requirements of the Rules and Regulations; the Form F-X conformed with the requirements of Form F-X; each part of the Registration Statement, when such part became or becomes effective, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the U.S. Prospectus, on its date and the date of filing thereof with the Commission on E▇▇▇▇, and the U.S. Prospectus and the applicable Permitted Free Writing Prospectus(es), if any, issued at or prior to such Time of Sale, taken together (collectively, and with respect to any Offered Shares, together with the public offering price of such Offered Shares, the “Disclosure Package”), in each case at each Time of Sale and Settlement Date, did not and will not contain any 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; except that the foregoing shall not apply to statements or omissions in any such document made in reliance upon and in conformity with information relating to the Agents furnished in writing to the Company by or on behalf of the Agents specifically for inclusion in the Registration Statement, the U.S. Prospectus or any Permitted Free Writing Prospectus, or any amendment or supplement thereto. (nnn) Permitted Free Writing Prospectus. Each Permitted Free Writing Prospectus, if any, as of its issue date and at all subsequent times through the completion of the offering of the Offered Shares or until any earlier date that the Company notified or notifies the Agents as described in Section 3(bb) did not, does not and will not include any material information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the U.S. Base Prospectus or the U.S. Prospectus, in each case including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified, or includes an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein the light of the circumstances under which they were made, not misleading. The foregoing sentence does not apply to statements in or omissions from any Permitted Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Agents specifically for inclusion therein.

Appears in 3 contracts

Sources: Equity Distribution Agreement (SolarBank Corp), Equity Distribution Agreement (SolarBank Corp), Equity Distribution Agreement (SolarBank Corp)

Accuracy. Each part of the Registration Statement, when such part became or becomes effective, at any deemed effective date pursuant to Form F-10 and the Rules and Regulations on the date of filing thereof with the Commission and at each Time of Sale and Settlement Date, and the U.S. Prospectus, Date on its date, or the date of filing thereof with the Commission and at each Time of Sale and Settlement Date, as amended or supplementedconformed in all material respects, conformed or will conform in all material respects with the requirements of the Rules and Regulations; the Form F-X conformed U.S. Prospectus, on the date of filing thereof with the Commission will conform in all material respects with the requirements of Form F-Xthe Rules and Regulations; each part of the Registration Statement, when such part became or becomes effective, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the U.S. Prospectus, on its date and the date of filing thereof with the Commission on E▇▇▇▇Commission, and the U.S. Prospectus and the applicable Permitted Free Writing Prospectus(es), if any, issued at or prior to such Time of Sale, taken together (collectivelytogether, and with respect to any Offered Shares, together with the public offering price of such Offered Shares, the “Disclosure Package”), in each case at each Time of Sale and Settlement Date, did not and will not contain any 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; except that the foregoing shall not apply to statements or omissions in any such document made in reliance upon and in conformity with information relating to the Agents furnished in writing to the Company by or on behalf of the Agents specifically for inclusion in the Registration Statement, the U.S. Prospectus or any Permitted Free Writing Prospectus, or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Agents consists of the information described as such in Section 5(b) hereof. (nnn) Permitted Free Writing Prospectus. Each Permitted Free Writing Prospectus, if anyAny certificate signed by any officer of the Company and delivered to the Agents or to counsel for the Agents shall be deemed a representation and warranty by the Company, as of its issue date and at all subsequent times through the completion of the offering of the Offered Shares or until any earlier date that the Company notified or notifies case may be, to the Agents as described in Section 3(bb) did not, does not and will not include any material information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the U.S. Base Prospectus or the U.S. Prospectus, in each case including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified, or includes an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein the light of the circumstances under which they were made, not misleading. The foregoing sentence does not apply to statements in or omissions from any Permitted Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Agents specifically for inclusion thereinmatters covered thereby.

Appears in 2 contracts

Sources: Equity Distribution Agreement, Equity Distribution Agreement (GoldMining Inc.)

Accuracy. Each part of the Registration Statement, when such part became or becomes effective, at any deemed effective date pursuant to Form F-10 F‑10 and the Rules and Regulations on the date of filing thereof with the Commission and at each Time of Sale and Settlement Date, and the U.S. Prospectus, Date on its date, or the date of filing thereof with the Commission and at each Time of Sale and Settlement Date, as amended or supplementedconformed in all material respects, conformed or will conform in all material respects with the requirements of the Rules and Regulations; the Form F-X conformed U.S. Prospectus, on the date of filing thereof with the Commission will conform in all material respects with the requirements of Form F-Xthe Rules and Regulations; each part of the Registration Statement, when such part became or becomes effective, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the U.S. Prospectus, on its date and the date of filing thereof with the Commission on E▇▇▇▇Commission, and the U.S. Prospectus and the applicable Permitted Free Writing Prospectus(es), if any, issued at or prior to such Time of Sale, taken together (collectivelytogether, and with respect to any Offered Shares, together with the public offering price of such Offered Shares, the “Disclosure Package”), in each case at each Time of Sale and Settlement Date, did not and will not contain any 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; except that the foregoing shall not apply to statements in or omissions in from any such document made in reliance upon on and in conformity with information relating to the Agents furnished in writing to the Company by or on behalf of the Agents specifically expressly for inclusion in the Registration Statement, the U.S. Prospectus or any Permitted Free Writing Prospectus, or any amendment or supplement thereto. (nnn) Permitted Free Writing Prospectus. Each Permitted Free Writing Prospectus, if anyAny certificate signed by any officer of the Company and delivered to the Agents or to counsel for the Agents shall be deemed a representation and warranty by the Company, as of its issue date and at all subsequent times through the completion of the offering of the Offered Shares or until any earlier date that the Company notified or notifies case may be, to the Agents as described in Section 3(bb) did not, does not and will not include any material information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the U.S. Base Prospectus or the U.S. Prospectus, in each case including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified, or includes an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein the light of the circumstances under which they were made, not misleading. The foregoing sentence does not apply to statements in or omissions from any Permitted Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Agents specifically for inclusion thereinmatters covered thereby.

Appears in 2 contracts

Sources: Equity Distribution Agreement (GoldMining Inc.), Equity Distribution Agreement (GoldMining Inc.)

Accuracy. Each part of (i) At the respective times the Registration Statement, when such part Statement and any post-effective amendment thereto became or becomes effective, (ii) at any each deemed effective date with respect to an Agent pursuant to Form F-10 Rule 430B(f)(2) under the Act, (iii) as of each Time of Sale, (iv) at each Settlement Date and (v) at all times during such period as the Prospectus is required by law to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 of the Rules and Regulations on or any similar rule) in connection with sales of the date of filing thereof with Shares (the Commission “Prospectus Delivery Period”), the Registration Statement complied and at each Time of Sale and Settlement Date, and the U.S. Prospectus, on its date, or the date of filing thereof with the Commission and at each Time of Sale and Settlement Date, as amended or supplemented, conformed or will conform comply in all material respects with the requirements of Act and the Rules and Regulations; the Form F-X conformed with the requirements of Form F-X; each part of the Registration Statement, when such part became or becomes effective, and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the U.S. Prospectus, on its date and the date . As of filing thereof with the Commission on E▇▇▇▇, and the U.S. Prospectus and the applicable Permitted Free Writing Prospectus(es), if any, issued at or prior to such Time of Sale, taken together (collectively, and with respect to any Offered Shares, together with the public offering price of such Offered Shares, the “Disclosure Package”), in each case at each Time of Sale and each Settlement DateDate and at all times during the Prospectus Delivery Period, the Prospectus, as amended or supplemented, complied and will comply in all material respects with the Act and the Rules and Regulations, and, together with all of the then issued Permitted Free Writing Prospectuses, if any, did not and will not contain any 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 Base Prospectus (including any amendment thereto) complied when so filed in all material respects with the Rules and Regulations, and the Prospectus delivered to the Agents for use in connection with the transactions contemplated by this Agreement is identical to the electronically transmitted copy thereof filed with the Commission on E▇▇▇▇, except that to the extent permitted by Regulation S-T. The foregoing shall representations and warranties in this Section 2(yy) do not apply to any statements contained in the Registration Statement, the Prospectus or omissions in any such document made Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to the Agents furnished in writing to the Company by or on behalf of the Agents an Agent specifically for inclusion in the Registration Statement, the U.S. Prospectus or any Permitted Free Writing Prospectus, Prospectus (or any amendment or supplement thereto. (nnn) Permitted Free Writing Prospectus. Each Permitted Free Writing Prospectus), if any, as of its issue date which such information constitutes each Agent’s name and at all subsequent times through the completion statement that such Agent will not engage in any transactions that stabilize the price of the offering Common Stock appearing in the last sentence of the Offered Shares or until any earlier date that third paragraph under the Company notified or notifies the Agents as described in Section 3(bb) did not, does not and will not include any material information that conflicted, conflicts or will conflict with the information contained caption “Plan of Distribution” in the Registration Statement, Prospectus Supplement. “Time of Sale” means the U.S. Base Prospectus or the U.S. Prospectus, in each case including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified, or includes an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein the light time of the circumstances under which they were made, not misleading. The foregoing sentence does not apply to statements in or omissions from any Permitted Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to applicable Agent’s initial entry into contracts with investors for the Company by or on behalf sale of the Agents specifically for inclusion thereinsuch Shares.

Appears in 1 contract

Sources: Equity Distribution Agreement (Dakota Gold Corp.)

Accuracy. Each part of the Registration Statement, when such part became or becomes effective, at any deemed effective date pursuant to Form F-10 and the Rules and Regulations on the date of filing thereof with the Commission and at each Time of Sale and Settlement Date, and the U.S. Prospectus, on its date, or the date of filing thereof with the Commission and at each Time of Sale and Settlement Date, as amended or supplemented, conformed or will conform in all material respects with the requirements of the Rules and Regulations; the Form F-X conformed with the requirements of Form F-X; each part of the Registration Statement, when such part became or becomes effective, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the U.S. Prospectus, on its date and the date of filing thereof with the Commission on E▇▇▇▇, and the U.S. Prospectus and the applicable Permitted Free Writing Prospectus(es), if any, issued at or prior to such Time of Sale, taken together (collectively, and with respect to any Offered Shares, together with the public offering price of such Offered Shares, the “Disclosure Package”), in each case at each Time of Sale and Settlement Date, did not and will not contain any 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; except that the foregoing shall not apply to statements or omissions in any such document made in reliance upon and in conformity with information relating to the Agents furnished in writing to the Company by or on behalf of the Agents specifically for inclusion in the Registration Statement, the U.S. Prospectus or any Permitted Free Writing Prospectus, or any amendment or supplement thereto. (nnn) Permitted Free Writing Prospectus. Each Permitted Free Writing Prospectus, if any, as of its issue date and at all subsequent times through the completion of the offering of the Offered Shares or until any earlier date that the Company notified or notifies the Agents as described in Section 3(bb) did not, does not and will not include any material information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the U.S. Base Prospectus or the U.S. Prospectus, in each case including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified, or includes an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein the light of the circumstances under which they were made, not misleading. The foregoing sentence does not apply to statements in or omissions from any Permitted Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Agents specifically for inclusion therein.

Appears in 1 contract

Sources: Equity Distribution Agreement (POWERBANK Corp)

Accuracy. Each part of the Registration Statement, when such part at each date and time that the Registration Statement and any post-effective amendment or amendments thereto became or becomes effectiveeffective (an “Effective Date”), at any each deemed effective date with respect to the Agents pursuant to Form F-10 Rule 430B(f)(2) under the Act and at each Time of Sale and Settlement Date, and the Rules and Regulations Prospectus, on the date of filing thereof with the Commission and at each Time of Sale and Settlement Date, and the U.S. Prospectus, on its dateconformed, or the date of filing thereof with the Commission and at each Time of Sale and Settlement Datewill conform, as amended or supplemented, conformed or will conform in all material respects with the requirements of the Rules and Regulations; the Form F-X conformed with the requirements of Form F-X; each part of the Registration Statement, when such part became or becomes effectiveon any Effective Date, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the U.S. Prospectus, on its date and the date of filing thereof with the Commission on E▇▇▇▇Commission, and the U.S. Prospectus and the applicable Permitted Free Writing Prospectus(es), if any, issued at or prior to such Time of Sale, taken together (collectively, and with respect to any Offered Shares, together with the public offering price of such Offered Shares, the “Disclosure Package”), in each case at each Time of Sale and Settlement Date, did not and will not contain any 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; except that the foregoing shall not apply to statements or omissions in any such document made in reliance upon and in conformity with information relating to the Agents furnished in writing to the Company by or on behalf of the Agents specifically for inclusion in the Registration Statement, the U.S. Prospectus or any Permitted Free Writing Prospectus, or any amendment or supplement thereto. (nnn) Permitted Free Writing Prospectus. Each Permitted Free Writing Prospectus, if any, as of its issue date it being understood and at all subsequent times through agreed that the completion only such information furnished by the Agents consists of the offering of the Offered Shares or until any earlier date that the Company notified or notifies the Agents information described as described such in Section 3(bb5(b) did not, does not and will not include any material information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the U.S. Base Prospectus or the U.S. Prospectus, in each case including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified, or includes an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein the light of the circumstances under which they were made, not misleading. The foregoing sentence does not apply to statements in or omissions from any Permitted Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Agents specifically for inclusion thereinhereof.

Appears in 1 contract

Sources: Equity Distribution Agreement (Trilogy Metals Inc.)

Accuracy. Each part of At the respective times the Registration Statement, when such part Statement and any post-effective amendment thereto became or becomes effective, (ii) at any each deemed effective date with respect to an Agent pursuant to Form F-10 Rule 430B(f)(2) under the Act, (iii) as of each Time of Sale, (iv) at each Settlement Date and (v) at all times during such period as the Prospectus is required by law to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 of the Rules and Regulations on or any similar rule) in connection with sales of the date of filing thereof with Shares (the Commission “Prospectus Delivery Period”), the Registration Statement complied and at each Time of Sale and Settlement Date, and the U.S. Prospectus, on its date, or the date of filing thereof with the Commission and at each Time of Sale and Settlement Date, as amended or supplemented, conformed or will conform comply in all material respects with the requirements of Act and the Rules and Regulations; the Form F-X conformed with the requirements of Form F-X; each part of the Registration Statement, when such part became or becomes effective, and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the U.S. Prospectus, on its date and the date . As of filing thereof with the Commission on E▇▇▇▇, and the U.S. Prospectus and the applicable Permitted Free Writing Prospectus(es), if any, issued at or prior to such Time of Sale, taken together (collectively, and with respect to any Offered Shares, together with the public offering price of such Offered Shares, the “Disclosure Package”), in each case at each Time of Sale and each Settlement DateDate and at all times during the Prospectus Delivery Period, the Prospectus, as amended or supplemented, complied and will comply in all material respects with the Act and the Rules and Regulations, and, together with all of the then issued Permitted Free Writing Prospectuses, if any, did not and will not contain any 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 Base Prospectus (including any amendment thereto) complied when so filed in all material respects with the Rules and Regulations, and the Prospectus delivered to the Agents for use in connection with the transactions contemplated by this Agreement is identical to the electronically transmitted copy thereof filed with the Commission on E▇▇▇▇, except that to the extent permitted by Regulation S-T. The foregoing shall representations and warranties in this Section 2(yy) do not apply to any statements contained in the Registration Statement, the Prospectus or omissions in any such document made Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to the Agents furnished in writing to the Company by or on behalf of the Agents an Agent specifically for inclusion in the Registration Statement, the U.S. Prospectus or any Permitted Free Writing Prospectus, Prospectus (or any amendment or supplement thereto. (nnn) Permitted Free Writing Prospectus. Each Permitted Free Writing Prospectus), if any, as of its issue date which such information constitutes each Agent’s name and at all subsequent times through the completion statement that such Agent will not engage in any transactions that stabilize the price of the offering Common Stock appearing in the last sentence of the Offered Shares or until any earlier date that third paragraph under the Company notified or notifies the Agents as described in Section 3(bb) did not, does not and will not include any material information that conflicted, conflicts or will conflict with the information contained caption “Plan of Distribution” in the Registration Statement, Prospectus Supplement. “Time of Sale” means the U.S. Base Prospectus or the U.S. Prospectus, in each case including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified, or includes an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein the light time of the circumstances under which they were made, not misleading. The foregoing sentence does not apply to statements in or omissions from any Permitted Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to applicable Agent’s initial entry into contracts with investors for the Company by or on behalf sale of the Agents specifically for inclusion thereinsuch Shares.

Appears in 1 contract

Sources: Equity Distribution Agreement (Dakota Gold Corp.)

Accuracy. Each part of (i) At the respective times the Registration Statement, when such part Statement and any post-effective amendment thereto became or becomes effective, (ii) at any each deemed effective date with respect to an Agent pursuant to Form F-10 Rule 430B(f)(2) under the Act, (iii) as of each Time of Sale, (iv) at each Settlement Date and (v) at all times during such period as the Prospectus is required by law to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 of the Rules and Regulations on or any similar rule) in connection with sales of the date of filing thereof with Shares (the Commission “Prospectus Delivery Period”), the Registration Statement complied and at each Time of Sale and Settlement Date, and the U.S. Prospectus, on its date, or the date of filing thereof with the Commission and at each Time of Sale and Settlement Date, as amended or supplemented, conformed or will conform comply in all material respects with the requirements of Act and the Rules and Regulations; the Form F-X conformed with the requirements of Form F-X; each part of the Registration Statement, when such part became or becomes effective, and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the U.S. Prospectus, on its date and the date . As of filing thereof with the Commission on E▇▇▇▇, and the U.S. Prospectus and the applicable Permitted Free Writing Prospectus(es), if any, issued at or prior to such Time of Sale, taken together (collectively, and with respect to any Offered Shares, together with the public offering price of such Offered Shares, the “Disclosure Package”), in each case at each Time of Sale and each Settlement DateDate and at all times during the Prospectus Delivery Period, the Prospectus, as amended or supplemented, complied and will comply in all material respects with the Act and the Rules and Regulations, and, together with all of the then issued Permitted Free Writing Prospectuses, if any, did not and will not contain any 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 Base Prospectus (including any amendment thereto) complied when so filed in all material respects with the Rules and Regulations, and the Prospectus delivered to the Agents for use in connection with the transactions contemplated by this Agreement is identical to the electronically transmitted copy thereof filed with the Commission on ▇▇▇▇▇, except that to the extent permitted by Regulation S-T. The foregoing shall representations and warranties in this Section 2(yy) do not apply to any statements contained in the Registration Statement, the Prospectus or omissions in any such document made Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to the Agents furnished in writing to the Company by or on behalf of the Agents an Agent specifically for inclusion in the Registration Statement, the U.S. Prospectus or any Permitted Free Writing Prospectus, Prospectus (or any amendment or supplement thereto. (nnn) Permitted Free Writing Prospectus. Each Permitted Free Writing Prospectus), if any, as of its issue date which such information constitutes each Agent’s name and at all subsequent times through the completion statement that such Agent will not engage in any transactions that stabilize the price of the offering Common Stock appearing in the last sentence of the Offered Shares or until any earlier date that third paragraph under the Company notified or notifies the Agents as described in Section 3(bb) did not, does not and will not include any material information that conflicted, conflicts or will conflict with the information contained caption “Plan of Distribution” in the Registration Statement, Prospectus Supplement. “Time of Sale” means the U.S. Base Prospectus or the U.S. Prospectus, in each case including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified, or includes an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein the light time of the circumstances under which they were made, not misleading. The foregoing sentence does not apply to statements in or omissions from any Permitted Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to applicable Agent’s initial entry into contracts with investors for the Company by or on behalf sale of the Agents specifically for inclusion thereinsuch Shares.

Appears in 1 contract

Sources: Equity Distribution Agreement (Dakota Gold Corp.)

Accuracy. Each part of the Registration Statement, when such part at each date and time that the Registration Statement and any post-effective amendment or amendments thereto became or becomes effectiveeffective (an “Effective Date”), at any each deemed effective date with respect to the Agents pursuant to Form F-10 Rule 430B(f)(2) under the Act and at each Time of Sale and Settlement Date, and the Rules and Regulations U.S. Prospectus, on the date of filing thereof with the Commission and at each Time of Sale and Settlement Date, and the U.S. Prospectus, on its dateconformed, or the date of filing thereof with the Commission and at each Time of Sale and Settlement Datewill conform, as amended or supplemented, conformed or will conform in all material respects with the requirements of the Rules and Regulations; the Form F-X conformed with the requirements of Form F-X; each part of the Registration Statement, when such part became or becomes effectiveon any Effective Date, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the U.S. Prospectus, on its date and the date of filing thereof with the Commission on E▇▇▇▇Commission, and the U.S. Prospectus and the applicable Permitted Free Writing Prospectus(es), if any, issued at or prior to such Time of Sale, taken together (collectively, and with respect to any Offered Shares, together with the public offering price of such Offered Shares, the “Disclosure Package”), in each case at each Time of Sale and Settlement Date, did not and will not contain any 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; except that the foregoing shall not apply to statements or omissions in any such document made in reliance upon and in conformity with information relating to the Agents furnished in writing to the Company by or on behalf of the Agents specifically for inclusion in the Registration Statement, the U.S. Prospectus or any Permitted Free Writing Prospectus, or any amendment or supplement thereto. (nnn) Permitted Free Writing Prospectus. Each Permitted Free Writing Prospectus, if any, as of its issue date it being understood and at all subsequent times through agreed that the completion only such information furnished by the Agents consists of the offering of the Offered Shares or until any earlier date that the Company notified or notifies the Agents information described as described such in Section 3(bb5(b) did not, does not and will not include any material information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the U.S. Base Prospectus or the U.S. Prospectus, in each case including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified, or includes an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein the light of the circumstances under which they were made, not misleading. The foregoing sentence does not apply to statements in or omissions from any Permitted Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Agents specifically for inclusion thereinhereof.

Appears in 1 contract

Sources: Equity Distribution Agreement (Trilogy Metals Inc.)

Accuracy. Each part of the Registration Statement, when such part became or becomes effective, at any deemed effective date pursuant to Form F-10 and the Rules and Regulations on the date of filing thereof with the Commission and at each Time of Sale and Settlement Date, and the U.S. Prospectus, Date on its date, or the date of filing thereof with the Commission and at each Time of Sale and Settlement Date, as amended or supplementedconformed in all material respects, conformed or will conform in all material respects with the requirements of the Rules and Regulations; the Form F-X conformed U.S. Prospectus, on the date of filing thereof with the Commission will conform in all material respects with the requirements of Form F-Xthe Rules and Regulations; each part of the Registration Statement, when such part became or becomes effective, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the U.S. Prospectus, on its date and the date of filing thereof with the Commission on E▇▇▇▇Commission, and the U.S. Prospectus and the applicable Permitted Free Writing Prospectus(es), if any, issued at or prior to such Time of Sale, taken together (collectivelytogether, and with respect to any Offered Shares, together with the public offering price of such Offered Shares, the “Disclosure Package”), in each case at each Time of Sale and Settlement Date, did not and will not contain any 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; except that the foregoing shall not apply to statements in or omissions in from any such document made in reliance upon on and in conformity with information relating to the Agents furnished in writing to the Company by or on behalf of the Agents specifically expressly for inclusion in the Registration Statement, the U.S. Prospectus or any Permitted Free Writing Prospectus, or any amendment or supplement thereto. (nnn) Permitted Free Writing Prospectus. Each Permitted Free Writing Prospectus, if anyAny certificate signed by any officer of the Company and delivered to the Agents or to counsel for the Agents shall be deemed a representation and warranty by the Company, as of its issue date and at all subsequent times through the completion of the offering of the Offered Shares or until any earlier date that the Company notified or notifies case may be, to the Agents as described in Section 3(bb) did not, does not and will not include any material information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the U.S. Base Prospectus or the U.S. Prospectus, in each case including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified, or includes an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein the light of the circumstances under which they were made, not misleading. The foregoing sentence does not apply to statements in or omissions from any Permitted Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Agents specifically for inclusion thereinmatters covered thereby.

Appears in 1 contract

Sources: Equity Distribution Agreement (Titan Mining Corp)

Accuracy. Each part of the Registration Statement, when such part became or becomes effective, at any deemed effective date pursuant to Form F-10 and the Rules and Regulations on the date U.S. Preliminary Prospectus, as of filing thereof with the Commission and at each Time of Sale and Settlement Dateits date, and the U.S. Prospectus, on as of its date, or date and as of the date of filing thereof with the Commission and at each Time of Sale and Settlement Closing Date, as amended or supplemented, conformed in all material respects or will conform in all material respects with the requirements of the Rules and Regulations; the Form F-X conformed with the requirements of Form F-X; each part of the Registration Statement, when such part became or becomes effective, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Time of Sale Prospectus, as of the Applicable Time did not, as of the date hereof does not, and at the time of each sale of the Shares in connection with the Offering when the U.S. Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any 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; and the U.S. Prospectus, on as of its date and as of the date of filing thereof with the Commission on E▇▇▇▇, and the U.S. Prospectus and the applicable Permitted Free Writing Prospectus(es), if any, issued at or prior to such Time of Sale, taken together (collectively, and with respect to any Offered Shares, together with the public offering price of such Offered Shares, the “Disclosure Package”), in each case at each Time of Sale and Settlement Closing Date, did not and will not contain any 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; except that the foregoing shall not apply to statements or omissions in any such document made in reliance upon and in conformity with information relating to the Agents Underwriters furnished in writing to the Company by or on behalf of the Agents Underwriters, through the Co-Lead Underwriters, specifically for inclusion in the Registration Statement, the U.S. Prospectus or any Permitted Free Writing the Time of Sale Prospectus, or any amendment or supplement thereto. (nnn) Permitted Free Writing Prospectus. Each Permitted Free Writing Prospectus, if any, as of its issue date it being understood and at all subsequent times through agreed that the completion only such information furnished by the Underwriters consists of the offering of the Offered Shares or until any earlier date that the Company notified or notifies the Agents information described as described such in Section 3(bb) did not, does not and will not include any material information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the U.S. Base Prospectus or the U.S. Prospectus, in each case including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified, or includes an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein the light of the circumstances under which they were made, not misleading. The foregoing sentence does not apply to statements in or omissions from any Permitted Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Agents specifically for inclusion therein10(l).

Appears in 1 contract

Sources: Underwriting Agreement (Ballard Power Systems Inc.)