Covenants of the Corporation. The Corporation covenants and agrees with the several Underwriters that:
(a) The Corporation will cause any Preliminary Prospectus and the Prospectus to be filed pursuant to, and in compliance with, Rule 424(b) of the 1933 Act Regulations, and advise the Underwriters promptly of the filing of any amendment or supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement, and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.
(b) If at any time when a prospectus relating to the Notes (or the notice referred to in Rule 173(a) of the 1933 Act Regulations) is required to be delivered under the 1933 Act any event occurs as a result of which the Pricing Disclosure Package or the Prospectus as then amended or supplemented would include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Pricing Disclosure Package or the Prospectus to comply with the 1933 Act, the Corporation promptly will prepare and file with the Commission an amendment, supplement or an appropriate document pursuant to Section 13 or 14 of the 1934 Act which will correct such statement or omission or which will effect such compliance.
(c) The Corporation, during the period when a prospectus relating to the Notes is required to be delivered under the 1933 Act, will timely file all documents required to be filed with the Commission pursuant to Section 13 or 14 of the 1934 Act.
(d) Without the prior consent of the Underwriters, the Corporation has not made and will not make any offer relating to the Notes that would constitute a “free writing prospectus” as defined in Rule 405 of the 1933 Act Regulations, other than a Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Corporation, it has not made and will not make any offer relating to the Notes that would constitute a “free writing prospectus” as defined in Rule 405 of the 1933 Act Regulations, other than a Permitted Free Writing Prospectus or a free writing prospectus that is not required to be filed by the Corporation pursuant to Rule 433 of the 1933 Act Reg...
Covenants of the Corporation. The Corporation hereby covenants to and with the Agent (on the Agent's behalf and on behalf of the Purchasers) that:
(a) the Corporation will use all commercially reasonable efforts to maintain its status as a reporting issuer not in default in each of the Offering Jurisdictions in which it is a reporting issuer or equivalent as of the date hereof for a period of six-years from the Closing Date;
(b) the Corporation will use all commercially reasonable efforts to maintain the listing of the Common Shares on the Exchange and AMEX to the date which is six-years following the Closing Date and (i) will use all reasonable commercial efforts so that the Debenture Common Shares will be listed and posted for trading on the Exchange and AMEX upon their issue; (ii) will use all reasonable commercial efforts so that the Compensation Shares will be listed and posted for trading on the Exchange and AMEX upon their issue; and (iii) will use all reasonable commercial efforts so that the Debenture Warrant Shares will be listed and posted for trading on the Exchange and AMEX upon their issue;
(c) other than as contemplated herein, the Corporation will not, directly or indirectly, without the prior written consent of the Agent, which consent shall not be unreasonably withheld, issue, sell or grant any securities of the Corporation for a period commencing on the date hereof and ending three-months thereafter nor shall the Corporation publicly announce during such period the intention to do so, except for (i) the issuance of Common Shares in connection with the exercise of any currently outstanding stock options, warrants, debentures or other convertible securities, (ii) the issuance of Common Shares pursuant to the exercise of any Debenture Warrants or Compensation Warrants, (iii) the issuance of stock options in the normal course pursuant to the Corporation's stock option plan, (iv) the issuance of flow through shares, (v) the issuance of Common Shares to Wahgoshig First Nation, (vi) the issuance of Common Shares to Xxxxxx, (vi) the issuance of Common Shares pursuant to acquisitions or other strategic transactions, (vii) the issuance of Common Shares as compensation for services, or (viii) the issuance of Common Shares in connection with the severance of any employee; and
(d) the Corporation shall, as soon as practicable, use all reasonable efforts to receive all necessary consents to the transactions contemplated herein.
Covenants of the Corporation. The Corporation covenants and agrees with the Investor that:
(a) The Corporation shall comply, and the Corporation shall cause the Subsidiary to comply, with all laws, rules, regulations and orders, the non-compliance with which could materially and adversely affect the Business or the performance by the Corporation of its obligations under this Agreement or any other agreement with the Investor, as the case may be.
(b) The Corporation will diligently observe and perform or cause to be observed and performed all covenants to be observed or performed under the Transaction Documents and under any other agreement between the Corporation and the Investor, as the case may be.
(c) At any reasonable time and from time to time upon reasonable prior notice, the Corporation shall permit a representative of the Investor, at the reasonable expense of the Corporation, to examine and make copies of any abstracts from its records and books of account and to visit and inspect the Corporation and the Subsidiary and to discuss the affairs, finances and accounts of the Corporation and the Subsidiary with any of the directors, officers or senior management personnel of the Corporation and the Subsidiary.
(d) The Corporation shall, and shall cause the Subsidiary to, do all things necessary to obtain, promptly renew and maintain in good standing from time to time, all approvals, leases, licenses, permits and consents as are required to own, develop and operate the Business, Assets, property and undertaking and perform its obligations under this Agreement and all other agreements between the Corporation and the Investor, as the case may be.
(e) The Corporation shall give notice to the Investor forthwith of the occurrence of any material litigation, proceeding or dispute affecting the Corporation or the Subsidiary and from time to time shall provide the Investor with all reasonable information requested by the Investor concerning the status of any such litigation, proceeding or dispute.
(f) The Corporation shall forthwith give notice to the Investor of any fact which, with the giving of notice, lapse of time or otherwise may constitute an event of default under any Material Contract or other obligation of the Corporation which might have a material adverse effect on the Corporation, the Business or Assets.
(g) On the Closing, the Corporation shall file all documents and take all proceedings required to be taken by it to permit the Subscribed Shares to be distributed to the Invest...
Covenants of the Corporation. The Corporation hereby covenants and agrees with the Trustee for the benefit of the Trustee and the Debentureholders, that so long as any Debentures remain outstanding:
Covenants of the Corporation. The Corporation covenants and agrees with the Agents that:
Covenants of the Corporation. The Corporation covenants and agrees with the Underwriters, and acknowledges that each of them is relying on such covenants in connection with the purchase of the Offered Shares, that:
Covenants of the Corporation. (a) The Corporation agrees to take all Necessary Action to (i) cause the Board to be comprised of at least nine (9) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement, the Charter or the Bylaws of the Corporation; (ii) cause the individuals designated for nomination in accordance with Section 1 to be included in the slate of nominees to be elected to the Board at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance with the Bylaws, Charter and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expires; (iii) cause the individuals designated for nomination in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the New York Stock Exchange rules and (iv) to adhere to, implement and enforce the provisions set forth in Section 4.
(b) The AES Related Parties, the Siemens Related Parties and the QIA Related Parties shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 5(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated for nomination in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board shall inform the AES Related Parties, Siemens Related Parties and/or the QIA Related Parties, as applicable, of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the AES Related Parties, Siemens Related Parties and/or the QIA Related Parties, as applicable (subject in each case to this Section 5(b)). The Board and the Corporation shall, to the fullest exten...
Covenants of the Corporation. The Corporation covenants and agrees with the Agent, and acknowledges that the Agent relying on such covenants in entering into this Agreement, that the Corporation shall:
(a) promptly provide to the Agent copies of any filings made by the Corporation or the Subsidiaries of information relating to the Offering with any Securities Commissions or any regulatory body in Canada or any other jurisdiction;
(b) promptly provide to the Agent drafts of any press releases and other public documents of the Corporation relating to the Offering for review by the Agent prior to issuance, and give the Agent a reasonable opportunity to provide comments on any such press release or other public document, subject to the Corporation’s timely disclosure obligations under applicable Canadian Securities Laws;
(c) advise the Agent, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Canadian Securities Commission or similar regulatory authority of any order suspending or preventing the use of any Offering Document; (ii) the suspension of the qualification of the Units in any of the Applicable Canadian Offering Jurisdictions; (iii) the institution, threatening or contemplation of any proceeding for any such purposes; (iv) any requests made by any Canadian Securities Commission or similar regulatory authority for information amending or supplementing any of the Offering Documents or for additional information; (v) the receipt by the Corporation of any material communication, whether written or oral, from any Canadian Securities Commission or similar regulatory authority or any stock exchange, relating to the distribution of the Units; (vi) the receipt by the Corporation of any material communication, whether written or oral, from any Canadian Securities Commission, the TSXV, the TSX or any other competent authority, relating to the Offering or any Offering Document; (vii) any notice for other correspondence received by the Corporation from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Corporation, the Offering, the issue and sale of the Units or any other event or state of affairs that could, individually, or in the aggregate, have a Material Adverse Effect; or (viii) the issuance by any Canadian Securities Commission, the TSXV, the TSX or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of...
Covenants of the Corporation. The Corporation hereby covenants to the Dealers that:
(a) during the period from the date hereof to the Closing Date, it will promptly notify the Dealers in writing of the full particulars of any material change, actual, anticipated, contemplated, proposed or threatened, in the business, financial
(b) the Corporation will use its reasonable best efforts to fulfil, at or prior to the Closing Date, each of the conditions set out in this Agreement;
(c) it will use its commercially reasonable efforts to expeditiously pursue the satisfaction of all conditions to the completion of the Offering and the Acquisition, in each case, in its control;
(d) except as required by applicable Law, it will not distribute any documents relating to the Offering and will not make any public communications, verbally, electronically or in writing, regarding the Offering without the prior consent and/or approval of the Representatives, on behalf of the Dealers; provided that the Representatives consent to (i) the inclusion of the Dealers’ names and the summary of the transactions contemplated by this Agreement contained in the Disclosure Materials and in the subsequent scheme circular (if the Acquisition is implemented by a Scheme) or the offer document (if the Acquisition is implemented by a Takeover Offer), and (ii) the publication of this Agreement on a website pursuant to the Takeover Code;
(e) During the period commencing on the date hereof and ending on the Closing Date, the Corporation will promptly inform the Dealers of the full particulars of:
(i) the issuance by any Canadian Securities Regulator or any other Governmental Authority of any order to cease or suspend trading of any securities of the Corporation or of the institution or threat of institution of any proceedings for that purpose;
(ii) any request made to the Corporation by any Governmental Authority for any information in respect of the Offering; and
(iii) any notice or other correspondence received by the Corporation or any of its Subsidiaries from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into the Corporation or its business, or to the Knowledge of the Corporation, RSA, that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the Corporation (on a consolidated basis) or the completion of the Offering;...
Covenants of the Corporation. The Corporation hereby covenants to the Agent that the Corporation:
(a) shall prior to the Closing Time, allow the Agent (and its counsel and consultants) to conduct all due diligence which the Agent may reasonably require or consider necessary or appropriate in order to fulfill the Agent’s obligations as registrants to complete the Offering as provided herein. The Corporation will provide to the Agent (and its counsel and consultants) reasonable access to the Corporation’s properties (if any), senior management personnel and corporate, financial and other records, for the purposes of conducting such due diligence. Without limiting the scope of the due diligence inquiry the Agent (or its counsel and consultants) may conduct, the Corporation shall also make available its directors, senior management and counsel to answer any questions which the Agent may have and to participate in one or more due diligence sessions to be held prior to Closing (collectively, the “Due Diligence Session”). The Agent shall distribute a list of written questions in advance of each Due Diligence Session;
(b) shall forthwith advise the Agent of, and provide the Agent with copies of, any written communications relating to:
(i) the issuance by any securities regulatory authority, including the TSX, of any order suspending or preventing the use of the Prospectus or any Prospectus Amendment or any cease trading or stop order or any halt in trading relating to the Common Shares or the institution or threat of any proceedings for that purpose; and
(ii) the receipt of any material communication from any securities regulatory authority, including the TSX, or other authority relating to the Prospectus or any Prospectus Amendment or the Offering;
(c) shall use its commercially reasonable best efforts to prevent the issuance of any order referred to in (b)(i) above and, if issued, shall forthwith take all reasonable steps which it is able to take and which may be necessary or desirable in order to obtain the withdrawal thereof as soon as is reasonably practicable;
(d) shall use its commercially reasonable best efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws of each of the Canadian Selling Jurisdictions for as long as any Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for ca...
