At the Closing Time. Ernst & Young LLP shall have furnished to the Representatives a letter or letters (which may refer to letters previously delivered to the Representatives), dated as of the Closing Time, in form and substance satisfactory to the Representatives, confirming that the response, if any, to Item 10 of the Registration Statement is correct insofar as it relates to them and stating in effect that:
At the Closing Time. Xxxxx & Young LLP shall have furnished to the Underwriters a letter or letters (which may refer to letters previously delivered to the Underwriters), dated as of the Closing Time, in form and substance satisfactory to the Underwriters, confirming that the response, if any, to Item 10 of the Registration Statement is correct insofar as it relates to them and stating in effect that:
At the Closing Time. 8.1.1 the Seller will sell and the Buyer will purchase the Purchased Shares for the Purchase Price as provided in this Agreement;
At the Closing Time. (i) the Unit Shares; (ii) the Warrants; and (iii) the Broker Warrants, will in each case have been duly authorized for issuance and sale pursuant to this Agreement and will be validly issued as fully paid and non-assessable and the Over-Allotment Option has been duly and validly created and authorized.
At the Closing Time. (a) InterUnion shall issue and deliver to the BMB Shareholders possession of an aggregate of 148,571,429 InterUnion Shares;
At the Closing Time. (i) Each Holdings Unit shall be converted into the right to receive one Holdings Unit Exchanged Share, subject to adjustment for stock splits and combinations. The receipt of Holdings Unit Exchanged Shares by a Holdings LP shall be conditioned on such Holdings LP duly executing and delivering to KKR Holdings L.P. a lock-up agreement in the form provided by KKR & Co. Inc. pursuant to which (i) such Holdings LP agrees not to transfer or dispose of such Holdings Unit Exchanged Shares except in accordance with a coordinated selling program having terms that are the same or substantially the same as those in effect with respect to such Holdings LP as of the date hereof in all material respects to such Holdings LP, except as amended to reflect the terms of this Agreement, (ii) any restrictions on transfer on the Holdings Units shall continue to apply with respect to such Holdings Unit Exchanged Shares except in clauses (i) and (ii) as otherwise determined by KKR & Co. Inc. in its sole discretion after the Closing Time, and (iii) such Holdings Unit Exchanged Shares are held at a transfer agent, bank or brokerage firm approved by KKR & Co. Inc.
At the Closing Time. Ernst & Young LLP shall have furnished to the Underwriters a letter or letters (which may refer to letters previously delivered to the Underwriters), dated as of the Closing Time, in form and substance satisfactory to the Underwriters, confirming that the response, if any, to Item 10 of the Registration Statement is correct insofar as it relates to them and stating in effect that:
At the Closing Time. (a) the Corporation shall cause Computershare Trust Company of Canada, as registrar and transfer agent of the Subscription Receipts, to electronically deposit with CDS Clearing and Depository Services Inc. (“CDS”), on behalf of the Underwriters, the Underwritten Securities purchased by the Underwriters hereunder, registered in the name of “CDS & Co.” as CDS’s nominee, to be held by CDS as non-certificated inventory in accordance with CDS’s rules and procedures;
At the Closing Time. (a) The Company shall deliver to Paradigm, in the City of Toronto (i) the Offered Securities to be settled through the Agents, in physically certificated form or in electronic form, as directed by Paradigm, with such Offered Securities being registered as directed by Paradigm, and (ii) the Broker Warrant Certificates; and
At the Closing Time. Price Waterhouse LLP shall have furnished to the Representatives a letter or letters (which may refer to letters previously delivered to the Representatives), dated as of the Closing Time, in form and substance satisfactory to the Representatives, confirming that the response, if any, to Item 10 of the Registration Statement is correct insofar as it relates to them and stating in effect that:
