Covenants and Representations of the Agent. (a) The Agent has complied and will comply, and shall require any other Selling Firm with which the Agent has a contractual relationship in respect of the Distribution of the Offered Units (including, for the avoidance of doubt, the U.S. Selling Group Members) to comply, with Applicable Securities Laws in connection with the Distribution of the Offered Units including the U.S. selling restrictions imposed by the laws of the United States and set forth in Schedule “B” to this Agreement, shall ensure that each Selling Firm agrees to comply with the covenants and obligations given by the Agent herein, to the extent applicable, and shall offer the Offered Units for sale to the public in the Selling Jurisdictions directly and through Selling Firms upon the terms and conditions set out in the Prospectus and this Agreement. The Agent agrees to obtain such an agreement of each Selling Firm. The Agent has offered and will offer, and shall require any Selling Firm to offer, for sale to the public and sell the Offered Units only in those jurisdictions where they may be lawfully offered for sale or sold.
Covenants and Representations of the Agent. (a) The Agent has complied and will comply, and shall require any other Selling Firm with which the Agent has a contractual relationship in respect of the Distribution of the Qualified Securities (including, for the avoidance of doubt, the U.S. Selling Group Members) to comply, with Applicable Securities Laws in connection with the Distribution of the Qualified Securities, shall ensure that each Selling Firm agrees to comply with the covenants and obligations given by the Agent herein, to the extent applicable, and shall offer the Qualified Securities for sale to the public in the Selling Jurisdictions directly and through Selling Firms upon the terms and conditions set out in the Prospectus and this Agreement. The Agent agrees to obtain such an agreement of each Selling Firm. The Agent has offered and will offer, and shall require any Selling Firm to offer, for sale to the public and sell the Qualified Securities only in those jurisdictions where they may be lawfully offered for sale or sold.
Covenants and Representations of the Agent. 4.1 The Agents (for and on behalf of the Agents and the other members of the Selling Group) represent and warrant to, and covenant with, the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in acting hereunder that each of the Agents and each other member of the Selling Group, as applicable:
Covenants and Representations of the Agent. 4.1 The Agent covenants with the Corporation that it will (and will use its reasonable efforts to cause the members of the Selling Group to ensure that they will): (i) conduct its activities in connection with arranging for the sale of the Units in compliance with the Applicable Securities Laws; (ii) not deliver to any prospective Purchaser any document or material without the consent of the Corporation; (iii) not solicit offers to purchase or sell the Units so as to require registration thereof or filing of a prospectus with respect thereto under the laws of any jurisdiction outside of Canada where the solicitation or sale of the Units would result in any ongoing disclosure requirements in such jurisdiction, or in any registration requirements in such jurisdiction except for the filing of a notice or report of the solicitation or sale; (iv) obtain from each Purchaser an executed Subscription Agreement in the form attached hereto as Appendix "A", together with all documentation as may be necessary in connection with subscriptions for Units; and (v) not make any representations or warranties with respect to the Corporation or the Units, other than as set forth in the Subscription Agreement, this Agreement or in publicly available information filed by the Corporation.
Covenants and Representations of the Agent. 3.1 The Agent covenants with the Company, and acknowledges that the Company is relying on same in entering into this Agreement, that:
Covenants and Representations of the Agent. 4.1 The Agent covenants with the Corporation that it will (and will use its reasonable efforts to cause the members of the Selling Group to ensure that they will): (i) conduct their activities in connection with arranging for the sale of the Common Shares in compliance with the Applicable Securities Laws; (ii) not deliver to any prospective Purchaser any document or material without the consent of the Corporation; (iii) not solicit offers to purchase or sell the Common Shares so as to require registration thereof or filing of a prospectus with respect thereto and not solicit offers to purchase or sell the Common Shares in any jurisdiction where the solicitation or sale of the Common Shares would result in any ongoing disclosure requirements in such jurisdiction, or in any registration requirements in such jurisdiction except for the filing of a notice or report of the solicitation or sale; (iv) obtain from each Purchaser an executed Subscription Agreement together with all documentation as may be necessary in connection with subscriptions for Common Shares; (v) not make any representations or warranties with respect to the Corporation or the Common Shares, other than as set forth in the Subscription Agreement and this Agreement or in any other document or material approved by the Corporation and (vi) not offer the Common Shares for sale in the United States or to, or for the benefit of, any U.S. Person (as such term is defined in Rule 902 of Regulation S.
Covenants and Representations of the Agent. 3.1 The Agent covenants and agrees with the Company that it will (and will use its commercially reasonable best efforts to cause the members of the Selling Group to):
Covenants and Representations of the Agent. The Agent covenants with the Corporation that (i) it will comply with the Securities Laws of the Offering Jurisdictions in which it solicits or procures subscriptions for Offered Securities in connection with the Offering, (ii) it will not solicit or procure subscriptions for Offered Securities so as to require the registration thereof or the filing of a prospectus with respect thereto under the laws of any jurisdiction, and (iii) it will obtain from each Purchaser an executed subscription agreement in a form acceptable to the Corporation and the Agent, acting reasonably. The Agent represents and warrants that it is, and, to the best of its knowledge, each member of any agency group formed by the Agent is, qualified to so act in the Offering Jurisdictions in which such member solicits or procures subscriptions for the Offered Securities. The Agent hereby represents and warrants to the Corporation, and acknowledges that the Corporation is relying upon such representation and warranty in issuing the Broker's Warrants and Broker's Warrant Shares, that:
Covenants and Representations of the Agent. 3.1 The Agent covenants with the Corporation that it will (and will use its reasonable efforts to cause the members of the Selling Group to ensure that they will): (i) conduct its activities in connection with arranging for the sale of the Special Warrants and in distributing the Underlying Securities in compliance with the Canadian Securities Laws; (ii) not deliver to any prospective Purchaser any document or material without the consent of the Corporation; (iii) not solicit offers to purchase or sell the Special Warrants so as to require registration thereof or filing of a prospectus with respect thereto under the laws of any jurisdiction including, without limitation, the United States of America or any state thereof and not solicit offers to purchase or sell the Special Warrants in any jurisdiction outside of Canada where the solicitation or sale of the Special Warrants would result in any ongoing disclosure requirements in such jurisdiction, any registration requirements in such jurisdiction except for the filing of a notice or report of the solicitation or sale, or where the Corporation may be subject to liability in connection with the sale of the Special Warrants which is materially more onerous than its liability under the Applicable Securities Laws to which it would be subject after the completion of the Private Placement; (iv) obtain from each Purchaser an executed Subscription Agreement in the form attached hereto as Schedule "E", together with all documentation as may be necessary in connection with subscriptions for Special Warrants; (v) upon the Corporation obtaining the necessary receipts therefor from the Securities Commissions in the Qualifying Provinces, deliver one copy of the Final Prospectus (together with any Supplementary Material required to be provided to the Purchasers) to each of the Purchasers within the time period required by Applicable Securities Laws; (vi) refrain from advertising the Offering in printed public media, radio, television or telecommunications, including electronic display, and not make use of any green sheet or other internal marketing document without the consent of the Corporation; (vii) not make any representations or warranties with respect to the Corporation, the Special Warrants or the Underlying Securities, other than as set forth in the Preliminary Prospectus, the Final Prospectus, any Supplementary Material, any Subscription Agreement, this Agreement or in publicly available information filed by the ...
Covenants and Representations of the Agent. (a) The Agent has complied and will comply, and shall require any other Selling Firm with which the Agent has a contractual relationship in respect of the Distribution of the Offered Units (including, for the avoidance of doubt, the U.S. Selling Group Members) to comply, with Applicable Securities Laws in connection with the Distribution of the Offered Units, shall ensure that each Selling Firm agrees to comply with the covenants and obligations given by the Agent herein, to the extent applicable, and shall offer the Offered Units for sale to the public in the Selling Jurisdictions directly and through Selling Firms upon the terms and conditions set out in the Prospectus and this Agreement. The Agent agrees to obtain such an agreement of each Selling Firm. The Agent has offered and will offer, and shall require any Selling Firm to offer, for sale to the public and sell the Offered Units only in those jurisdictions where they may be lawfully offered for sale or sold.
