Canadian Matters. (a) For greater certainty and without limiting any other provision of this Agreement, the parties acknowledge and agree that the Services indicated with “Canada” as a country of service in a Project Statement may be performed by one or more Canadian Affiliates of Supplier (each, a “Canadian Supplier”) for any one or more Canadian Affiliates of Buyer (each, a “Canadian Buyer”).
Canadian Matters. The Underwriter acknowledges that the Shares have not been qualified under the securities laws of any province or territory of Canada. The Underwriter hereby confirms (i) that it has not offered, sold or distributed, and will not offer, sell or distribute, any Shares, directly or indirectly, in Canada or to or for the benefit of any resident of Canada, other than in compliance with applicable Canadian securities laws; (ii) that it has not distributed or delivered, and will not distribute or deliver, any offering material in connection with any offering of the Shares in Canada other than in compliance with applicable Canadian securities laws; and (iii) that it will only offer and sell the Shares within Canada in the manner described in the Canadian supplement to Prospectus. Please sign and return to the Company the enclosed duplicates of this letter whereupon this letter will become a binding agreement between the Company and the Underwriter in accordance with its terms. Very truly yours, TEARLAB CORP. By: /s/Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chairman & Chief Executive Officer Confirmed as of the date first above mentioned. XXXXX-XXXXXX CAPITAL GROUP LLC By: /s/Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Managing Partner, General Counsel SCHEDULE I Issuer General Free Writing Prospectuses None. SCHEDULE II Pricing Information Number of Firm Shares: 3,000,000 shares Price to the public: $3.60 per share Underwriting Discount: 6.0% SCHEDULE III Lock-up Signatories Xxxxx Xxxxxxxx Xxxxxxx X. Dumencu Xxxxxxx Xxxxx Xxxxxx X. Xxxxxxxx, Xx. Xxxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxxxx, M.D. Xxxxxx Xxxxxxx Xxxx Xxxxxxxx Xxxxx Xxxxxx Xxxxx Xxxxxxxx Xxxxxxxx Xxxxxxxx Xxxxxxx Xxxx SCHEDULE IV Subsidiaries Name Jurisdiction OccuLogix Holding, Inc. Delaware corporation OccuLogix Canada Corp. Nova Scotia unlimited liability company OccuLogix LLC Delaware limited liability company TearLab Research, Inc. Delaware corporation EXHIBIT A Form of Lock-Up Agreement April ___, 2012 Xxxxx-Xxxxxx Capital Group LLC 000 Xxxxx Xxxxx Xxxxxx Xxxxx 000 Xxxxxxxxxxx, Xxxxxxxxx 00000 Dear Sirs: As an inducement to the underwriter to execute a purchase agreement (the “Purchase Agreement”) providing for a public offering (the “Offering”) of common stock (the “Common Stock”), of TearLab Corp., a Delaware corporation, and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that without, in each case, the prior written consent of Xxxxx-Xxxxxx Cap...
Canadian Matters. (a) Subsidiary Seller is the sole owner of the Canadian Assets and is not a non-resident of Canada for the purposes of the Income Tax Act (Canada).
Canadian Matters. Following the Closing Date (and the Option Closing Date, if applicable), the Company shall within the prescribed time period file with the appropriate Canadian securities regulatory authorities reports of exempt trade on Form 45-106F1 and make any other filings as required by applicable Canadian securities laws.
Canadian Matters. The Purchaser represents and warrants that, the Purchaser is a “trade agreement investor” and is not a “state-owned enterprise” within the meaning of the Investment Canada Act.
Canadian Matters. (1) Each payment of interest or other fees or charges payable hereunder to the Agent or any Lender shall be made without deduction or withholding on account of any tax imposed, levied, collected, withheld or assessed by Canada, any province or any municipality thereof, or any department, agency, subdivision or instrumentality of any of them, pursuant to the ITA or the Canada-U.S. Income Tax Convention (1980) ("Canadian Taxes").
Canadian Matters. The intercompany loan from Oxxxx & Co., Inc. to Oxxxx Canada, Inc. shall have been repaid in full, and all cash (other than Restricted Cash) held by Oxxxx Canada, Inc. shall have been distributed to Oxxxx + Co., Inc.
Canadian Matters. Unless such Purchaser has delivered to the Company a duly executed addendum for Purchasers in Canada, such Purchaser represents, warrants, acknowledges and agrees that: (i) it is not, and at Closing will not be, a resident of Canada; (ii) it is not purchasing the Securities for the benefit of a resident in Canada; (iii) it is purchasing the Securities for investment only and not with a view to distribution; and (iv) prior to the date that is four months and one day from the Closing, the Shares, Warrants and the Warrant Shares cannot be resold or transferred into Canada or to a resident of Canada through the facilities of the TSX or otherwise.
Canadian Matters. 5.1. Service Receiver warrants to Service Provider that the recipient of Canadian Services will, as of the Closing, be registered for GST, QST, HST and PST in Canada.
Canadian Matters
