Deliveries on Filing and Related Matters Sample Clauses

Deliveries on Filing and Related Matters. (1) The Corporation shall deliver to each of the Underwriters: (a) prior to the time of each filing thereof, a copy of the Prospectus manually signed on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws; (b) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Securities Commissions by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Prospectus (other than documents already filed publicly with a Securities Commission); and (c) concurrently with the filing of the Prospectus with the Securities Commissions, a “long- form” comfort letter of Deloitte LLP dated the date of the Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter), in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors and officers of the Corporation, with respect to certain financial and accounting information relating to the Corporation in the Prospectus, including all Documents Incorporated by Reference, which letter shall be in addition to the auditors’ report incorporated by reference in the Prospectus. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use of the Offering Documents in connection with the distribution of the Offered Shares in compliance with this Agreement and Securities Laws. (2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery: (a) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws; (b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by ...

Deliveries on Filing and Related Matters. (a) The Corporation shall deliver to the Agents: (i) a copy of the Final Prospectus, the U.S. Final Prospectus, the Registration Statement, and the Blue Sky Registrations signed and certified by the Corporation and Agents as required by Applicable Securities Laws; (ii) a copy of any other document filed with, or delivered to, Securities Regulators under applicable Securities Laws in connection with the Offering; (iii) a “long-form” comfort letter dated the date of the Final Prospectus and U.S. Final Prospectus, in form and substance satisfactory to the Agents, acting reasonably, addressed to the Agents and the directors of the Corporation from the Auditors with respect to financial and accounting information relating to the Corporation contained in the Final Prospectus and U.S. Final Prospectus, which letter shall be based on a review by the Auditors within a cut-off date of not more than two Business Days prior to the date of the letter and which letter shall be in addition to the Auditors’ consent letter and any comfort letter addressed to the Securities Regulators in the Qualifying Jurisdictions; and (iv) prior to filing of the Final Prospectus, U.S. Final Prospectus, and Blue Sky Registrations with Securities Regulators, copies of correspondence indicating that the application for the listing and posting for trading on the CSE of (i) the Offered Shares, and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants, has been made, subject only to satisfaction by the Corporation of customary post-closing filings required by the CSE and OTC (the “Standard Listing Filings”). (b) The Corporation has delivered to the Agents signed copies of all Supplementary Material, if any. The Corporation has delivered to the Agents, with respect to such Supplementary Material or Subsequent Disclosure Document, to the extent that such Supplementary Material contains any financial and accounting information, a comfort letter substantially similar to that referred to in subsection 4(a)(iii). (c) The Corporation confirms that it has or will deliver to the Agents copies of the Preliminary Prospectus, the U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, the Registration Statement, and Blue Sky Registrations signed as required by Applicable Securities Laws. (d) During the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Agents drafts of any ...

Deliveries on Filing and Related Matters. (a) The Corporation shall deliver to each of the Underwriters: (i) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a “long form” comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Corporation from each of the Corporation’s Auditors and the Corporation’s Former Auditors with respect to financial and accounting information relating to the Corporation contained in the Final Prospectus, which letters shall be based on a review by the Corporation’s Auditors and the Corporation’s Former Auditors within a cut-off date of not more than two Business Days prior to the date of the letters, which letters shall be in addition to any auditors’ consent letters or comfort letters addressed to the Canadian Securities Regulators; (ii) as soon as practicable after the Preliminary Prospectus, Final Prospectus and any Supplementary Material are prepared, the U.S. Preliminary Memorandum and the U.S. Memorandum, as applicable, incorporating the Preliminary Prospectus, the Final Prospectus or any Supplementary Material, as the case may be, prepared for use in connection with the offering for sale of the Units to, or for the account or benefit of, persons in the United States and U.S. Persons, and, forthwith after preparation, any amendment to the U.S. Memorandum. Each of the U.S. Preliminary Memorandum and the U.S. Memorandum shall contain as an exhibit a “Qualified Institutional Buyer Letter” to be delivered by the Underwriters or U.S. Affiliate, as applicable, and completed by Qualified Institutional Buyers, that sets forth the terms and conditions of their potential purchase and the restrictions on the offer, sale, pledge, hypothecation or other transfer and other important terms with respect to their possible purchase of Units; and (iii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, copies of correspondence indicating that the application for the listing and posting for trading on the TSX of the Unit Shares and Warrant Shares has been approved for listing subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the TSX (the “Standard Listing Conditions”). (b) During the distribution of the Units: (i) the Corporation and the Lead Underwriter, on behalf of the Underwriters, shall approve in writing, a template version of any Marketin...

Deliveries on Filing and Related Matters. (a) The Company shall deliver to the Underwriters: (i) concurrently with the filing of the Prospectus Supplement with the Securities Regulators, a copy of the Prospectus Supplement signed and certified by the Company as required by Canadian Securities Laws; (ii) concurrently with the filing of the Prospectus Supplement with the Securities Regulators, a copy of the U.S. Private Placement Memorandum; (iii) concurrently with the filing of the Prospectus Supplement with the Securities Regulators, a long form comfort letter dated the date of the Prospectus Supplement, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Company from the Company's Auditors with respect to financial and accounting information relating to the Company contained in the Prospectus, which letter shall be based on a review by the Company's Auditors within a cut-off date of not more than two Business Days prior to the date of the letter and which letter shall be in addition to the auditors' consent letter addressed to the Securities Regulators; and (iv) as soon as practicable after the filing of the Prospectus Supplement with the Securities Regulators, copies of correspondence indicating that the application for the listing and posting for trading on the TSXV and the NYSE of the Unit Shares, the Warrant Shares, and the Broker Warrant Shares has been approved subject only to satisfaction by the Company of certain standard post-closing conditions imposed by the TSXV.

Deliveries on Filing and Related Matters. (a) The Corporation shall deliver to the Underwriter: (i) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a “long form” comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter and the directors of the Corporation, from the Corporation’s Auditor with respect to financial and accounting information relating to the Corporation contained in the Final Prospectus derived from the Corporation’s audited annual financial statements for the years ended December 31, 2019 and 2018, and any interim unaudited financial statements incorporated by reference in the Final Prospectus which letter shall be based on a review by the Corporation’s Auditors within a cut-off date of not more than two Business Days prior to the date of the letter, which letter shall be in addition to any auditors’ consent letters or comfort letter addressed to the Canadian Securities Regulators; and (ii) as soon as practicable after the Preliminary Prospectus, Final Prospectus and any Supplementary Material are prepared, the U.S. Preliminary Memorandum and the U.S. Memorandum, as applicable, incorporating the Preliminary Prospectus, the Final Prospectus or any Supplementary Material, as the case may be, prepared for use in connection with the offering for sale of the Units to, or for the account or benefit of, persons in the United States and U.S. Persons, and, forthwith after preparation, any amendment to the U.S. Memorandum. Each of the U.S. Preliminary Memorandum and the U.S. Memorandum shall contain as an exhibit a “Qualified Institutional Buyer Letter” to be delivered by the Underwriter or U.S. Affiliate, as applicable, and completed by Qualified Institutional Buyers, that sets forth the terms and conditions of their potential purchase and the restrictions on the offer, sale, pledge, hypothecation or other transfer and other important terms with respect to their possible purchase of Units; and (iii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, copies of correspondence indicating that the application for the listing and posting for trading on the TSX of the Unit Shares, the Warrant Shares, the Underwriter’s Warrant Shares and the Warrants has been approved for listing subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the TSX (the “Standard Listing Conditions”). (b) During t...

Deliveries on Filing and Related Matters. (a) The Corporation shall deliver to each of the Agents: (i) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a “long form” comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the Agents, acting reasonably, addressed to the Agents and the directors of the Corporation from the Corporation’s Auditors with respect to financial and accounting information relating to the Corporation contained in the Final Prospectus, which letter shall be based on a review by the Corporation’s Auditors within a cut-off date of not more than two Business Days prior to the date of the letter, which letter shall be in addition to any auditors’ consent letter or comfort letter addressed to the Canadian Securities Regulators; and (ii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, copies of correspondence indicating that the terms of the Offering and the application for the listing and posting for trading on the CSE of the Common Shares has been approved subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the CSE, including meeting the minimum distribution requirements of the CSE (the “Standard Listing Conditions”). (b) During the distribution of the Units: (i) the Corporation and the Agents shall approve in writing, a template version of any Marketing Materials reasonably requested to be provided by any of the Agents to any potential investor of Units, such Marketing Materials to comply with Securities Laws. The Corporation shall file a template version of such Marketing Materials with the Canadian Securities Regulators as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Corporation and the Agents, and in any event on or before the day the Marketing Materials are first provided to any potential investor of Units, and such filing shall constitute the Agents’ authority to use such Marketing Materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the Corporation. The Corporation shall prepare and file with the Canadian Securities Regulators a revised template...

Deliveries on Filing and Related Matters. (1) The Corporation shall cause to be delivered to the Agents: (a) forthwith when available, copies of the Canadian Prospectus and U.S. Prospectus and any Canadian Prospectus Amendment or U.S. Registration Statement Amendment (in both the English and the French (in the case of the Canadian Prospectus and any Canadian Prospectus Amendment) language) signed as required by the Applicable Securities Laws, including copies of any documents or information incorporated by reference therein and copies of any other documents filed as required by the Applicable Securities Laws which will be identical in content to the electronic versions filed in the Offering Jurisdictions on SEDAR or ▇▇▇▇▇, as applicable; (b) at the time of the delivery pursuant to this Section 6 to the Agents of the Canadian Prospectus and any Canadian Prospectus Amendment, in each case, in the French language: (i) an opinion of ▇▇▇▇▇▇, de ▇▇▇▇▇, L.L.P., dated the date of the Canadian Prospectus Supplement and any Canadian Prospectus Amendment and acceptable in form and substance to the Agents’ counsel that, except for: (A) the Corporation’s consolidated financial statements as at and for the years ended December 31, 2008 and 2007 together with the auditors’ report thereon and the notes thereto, and management’s discussion and analysis of financial condition and results of operations as contained in the Corporation’s annual report for the year ended December 31, 2008; (B) the Corporation’s consolidated interim financial statements (unaudited) and management’s discussion and analysis of financial condition and results of operations as at and for the three and six months ended June 30, 2009; (C) any earnings coverage ratios; and (D) the auditor’s consent and any other financial or accounting information, in each case, included or incorporated by reference in the Canadian Prospectus and any Canadian Prospectus Amendment (collectively, the “Financial Information”), the Canadian Prospectus and any Canadian Prospectus Amendment and any document incorporated by reference in the French language is in all material respects a complete and proper translation of the Canadian Prospectus and any Canadian Prospectus Amendment and any document incorporated by reference in the English language; and (ii) an opinion from the Corporation’s auditors, PricewaterhouseCoopers LLP, Chartered Accountants, dated the date of such document and acceptable in form and substance to the Agents’ counsel, stating that the Financial...

Deliveries on Filing and Related Matters. (a) In connection with the Preliminary Prospectus (and prior to or concurrently with the filing thereof, as applicable), the Corporation: (i) will (A) file on the date hereof, concurrently with the execution of this Agreement, the Preliminary Prospectus, and (B) obtain the Preliminary Receipt prior to 5:00 p.m. (Toronto time) on the date hereof, or such other time as agreed to by the Lead Underwriter (on behalf of the Underwriters), and (C) take all other steps and proceedings that may be necessary in connection therewith; (ii) will deliver to the Underwriters: (A) an opinion from Fasken ▇▇▇▇▇▇▇▇▇ DuMoulin LLP, dated the date of the Preliminary Prospectus, in form and content acceptable to the Underwriters, acting reasonably, addressed to the Underwriters, to the effect that the French language version of the Preliminary Prospectus (other than the Financial Material and the Corporation’s annual information form dated July 13, 2020 incorporated by reference therein for which an exemption from translation has been granted by the Autorité des marchés financiers dated July 6, 2020), is, in all material respects, a complete and accurate translation of the English language version thereof; and (B) an opinion from Alexa Translations, dated the date of the Preliminary Prospectus, in form and content acceptable to the Underwriters, acting reasonably, addressed to the Underwriters, to the effect that, other than the interim financial statements and corresponding management’s discussion and analysis for the three months ended March 31, 2020 and 2019 (for which an exemption from translation has been granted by the Autorité des marchés financiers dated July 6, 2020), the French language version of the Financial Material contained in the Preliminary Prospectus is, in all material respects, a complete and accurate translation of the English language version thereof; (iii) will deliver or cause to be delivered to the Underwriters a copy of the Preliminary Prospectus manually signed and certified on behalf of the Corporation, by the persons and in the form as required by Canadian Securities Laws; (iv) will deliver or cause to be delivered to the Underwriters a copy of any other document required to be filed with or delivered to the Securities Commissions in connection with the Offering, including any Supplementary Material or Document Incorporated by Reference in the Preliminary Prospectus (other than any document already filed publicly with the Securities Commissions); (v...

Deliveries on Filing and Related Matters. (a) The Corporation will, as soon as possible following the execution of this Agreement, use its commercially reasonable efforts to file the Final Prospectus in both the English and French languages in form and substance satisfactory to the Agents acting reasonably, and all other documents required under the Securities Laws with the Securities Commissions, and will use its commercially reasonable efforts to obtain the Final Passport Decision Document from the AMF on its own behalf and on behalf of the other Securities Commissions as soon as possible after such filing and will have taken all other steps and proceedings that may be necessary on its part: (a) in order to qualify the Offered Securities for distribution in each of the Offering Jurisdictions by the Agents and other Persons engaged by the Agents who are registered in a category permitting them to distribute the Offered Securities under the Securities Laws and who comply with the Securities Laws (such other investment dealers and brokers are collectively referred to herein as the “Selling Firms”), (b) to enable the Units to be lawfully offered and sold by U.S. Affiliates based on certain exemptions in the United States in accordance with schedule A hereof, and (c) in order to qualify, in the Offering Jurisdictions, the issue of the Compensation Options and the Over-Allotment Option. (b) The Corporation will use its commercially reasonable efforts to cause to be delivered to the Agents, at those delivery points as the Agents may reasonably request, as soon as possible, and in any event no later than 5:00 p.m. (Toronto time), on the second Business Day immediately following the issuance of the Final Passport Decision Document, and thereafter from time to time during the distribution of the Offered Securities, as many commercial copies of the Final Prospectus in the English and French languages as the Agents may reasonably request. The Corporation will similarly use its commercially reasonable efforts to cause to be delivered to the Agents, without charge, at those delivery points and in such number as the Agents may reasonably request, commercial copies of the U.S. Placement Memorandum and any Supplementary Material required to be delivered to purchasers or prospective purchasers of the Offered Securities. Each delivery of the Final Prospectus, the U.S. Placement Memorandum or any Supplementary Material (collectively, the “Offering Documents”) will constitute the Corporation’s consent to the use of ...