Material Change. (1) During the period from the date of this Agreement to the completion of the distribution of the Units, the Corporation covenants and agrees with the Underwriter that it shall promptly notify the Underwriter in writing with full particulars of: (a) any material change (actual, anticipated, contemplated or threatened) in respect of the Corporation considered on a consolidated basis; (b) any material fact in respect of the Corporation considered on a consolidated basis which has arisen or has been discovered and would have been required to have been stated in any of the Offering Documents had the fact arisen or been discovered on, or prior to, the date of such document; and (c) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents which fact or change is, or may be, of such a nature as to render any statement in such Offering Document misleading or untrue in any material respect or which would result in a misrepresentation in the Offering Document or which would result in any of the Offering Documents not complying (to the extent that such compliance is required) with Securities Laws. The Corporation shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Underwriter, acting reasonably, with all applicable filings and other requirements under Canadian Securities Laws as a result of such fact or change; provided that the Corporation shall not file any Supplementary Material or other document without first providing the Underwriter with a copy of such Supplementary Material or other document and consulting with the Underwriter with respect to the form and content thereof. The Corporation shall in good faith discuss with the Underwriter any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt whether written notice need be given under this Section 5. (2) If during the period of distribution of the Units there shall be any change in Canadian Securities Laws or other laws which results in any requirement to file Supplementary Material, the Corporation will promptly prepare and file such Supplementary Material with the appropriate Securities Commissions where such filing is required, provided that the Corporation shall have allowed the Underwriter and its counsel to participate in the preparation and review of any Supplementary Material. (3) During the period from the date of this Agreement to the completion of the distribution of the Units, the Corporation will notify the Underwriter promptly: (a) when any supplement to any of the Offering Documents or any Supplementary Material shall have been filed; (b) of any request by any Securities Commission to amend or supplement the Prospectus or for additional information; (c) of the suspension of the qualification of the Units, the Over-Allotment Option or the Compensation Options for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; and (d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Units or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or any order ceasing or suspending the distribution of the Units or the trading in any securities of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 2 contracts
Sources: Underwriting Agreement, Underwriting Agreement
Material Change.
(1) During 12.1 The Issuer will promptly inform the Underwriters in writing during the period from the date of this Agreement prior to the completion Closing Time of the distribution of the Units, the Corporation covenants and agrees with the Underwriter that it shall promptly notify the Underwriter in writing with full particulars of:
(a) any material change (actual, anticipated, contemplated or threatened) in respect the assets, liabilities (contingent or otherwise), business, affairs, operations or capital of the Corporation considered on a consolidated basisIssuer;
(b) any material fact change in respect any matter referred to in any Offering Document (other than any matter relating solely to any of the Corporation considered on a consolidated basis Underwriters); or
(c) any other fact, event or circumstance, which has arisen or has been discovered and would have been required to have been stated in the Final Prospectus or any of the Offering Documents Supplemental Material had the that fact or change arisen or been discovered on, or prior to, the date of such document; and
(c) any change in of the Final Prospectus or any material fact (Supplemental Material or which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents which fact or change is, or may be, of such a nature as to render any of the Offering Documents or any statement in such Offering Document therein untrue or misleading or untrue in any material respect or which would result in any of the Offering Documents containing a misrepresentation in the Offering Document or which would result in any of the Offering Documents not complying (with any of the Securities Laws or which would reasonably be expected to have a significant effect on the extent that such compliance is required) market price or value of the Debentures or the Underlying Shares.
12.2 The Issuer will promptly comply with all applicable filing and other requirements under the Securities Laws arising as a result of any change, fact, event or circumstance referred to in Section 12.1 and the Issuer will prepare and the Issuer will file under all applicable Securities Laws. The Corporation shall promptly, as promptly as possible, and in any event within any time limit prescribed under applicable time limitationSecurities Laws, complyany Supplemental Material as may be required under applicable Securities Laws or which, to in the satisfaction opinion of both the UnderwriterUnderwriters and the Issuer, acting reasonably, with all applicable filings and other requirements under Canadian Securities Laws as a result of such fact or changemay be advisable; provided that the Corporation shall Issuer will allow the Underwriters and their counsel to participate fully in the preparation of any Supplemental Material and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters to execute responsibly any certificate required to be executed by them in any Supplemental Material and the Underwriters will have approved the form of any Supplemental Material, such approval not file any Supplementary Material or other document without first providing to be unreasonably withheld and to be provided in a timely manner, and the Underwriter Issuer will otherwise comply with a copy all legal requirements necessary to continue to qualify the Debentures for distribution in each of such Supplementary Material or other document and consulting with the Underwriter with respect Qualifying Jurisdictions.
12.3 In addition to the form provisions of Sections 12.1 and content thereof. The Corporation shall 12.2, the Issuer will, in good faith faith, discuss with the Underwriter Underwriters any fact fact, change, event or change in circumstances circumstance (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt as to whether written notice need should be given to the Underwriters under this Section 5.
(2) If during the period of distribution of the Units there shall be any change in Canadian Securities Laws or other laws which results in any requirement to file Supplementary Material, the Corporation 12.1 and will promptly prepare and file such Supplementary Material consult with the appropriate Securities Commissions where such filing is required, provided that Underwriters with respect to the Corporation shall have allowed the Underwriter form and its counsel to participate in the preparation and review content of any Supplementary MaterialSupplemental Material proposed to be filed by the Issuer.
(3) During the period from the date of this Agreement to the completion of the distribution of the Units, the Corporation will notify the Underwriter promptly:
(a) when any supplement to any of the Offering Documents or any Supplementary Material shall have been filed;
(b) of any request by any Securities Commission to amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Units, the Over-Allotment Option or the Compensation Options for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Units or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or any order ceasing or suspending the distribution of the Units or the trading in any securities of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 2 contracts
Sources: Underwriting Agreement (Student Transportation Inc.), Underwriting Agreement (Student Transportation Inc.)
Material Change.
(1) 9.1 During the period from the date of this Agreement to the completion of the distribution of the UnitsProspectus Delivery Period, the Corporation covenants and agrees with the Underwriter that it BIP shall promptly notify the Underwriter Underwriters in writing writing, with full particulars particulars, of:
(a) any material change (actual, anticipated, contemplated or threatened) in respect the business, affairs, operations, assets, liabilities (contingent or otherwise), capital or ownership of the Corporation considered BIP on a consolidated basis;basis (other than a change disclosed in the Disclosure Package or the Prospectus); or
(b) any change in any matter covered by a statement contained or incorporated by reference in the Disclosure Package, the Prospectus or any Subsequent Disclosure Document or an amendment to the Disclosure Package or the Prospectus; or
(c) any material fact in respect of the Corporation considered on a consolidated basis which has arisen that arises or has been discovered and that would have been required to have been be stated in the Disclosure Package, the Prospectus or any of Subsequent Disclosure Document or any amendment to the Offering Documents Disclosure Package and the Prospectus had the that fact arisen or been discovered on, on or prior to, to the date of such document; and
(c) the Prospectus or any Subsequent Disclosure Document or any amendment to the Disclosure Package or the Prospectus, as the case may be, which change in any material or fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents which fact or change is, or may be, of such a nature as to render the Disclosure Package, the Prospectus or any statement in such Offering Subsequent Disclosure Document or any amendment to the Disclosure Package or the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation any of such documents not complying in any material respect with any of the Offering Document Securities Laws or which would result in any of such documents containing any untrue statement of a material fact or omitting to state any material fact required to be stated therein or necessary to make the Offering Documents statements therein not complying (misleading or which change would reasonably be expected to have a significant effect on the extent that such compliance is required) with Securities Laws. The Corporation shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction market price or value of the Underwriter, acting reasonably, with all applicable filings and other requirements under Canadian Securities Laws as a result of such fact or change; provided that the Corporation shall not file any Supplementary Material or other document without first providing the Underwriter with a copy of such Supplementary Material or other document and consulting with the Underwriter with respect to the form and content thereofUnits. The Corporation BIP shall in good faith discuss with the Underwriter Underwriters any fact or change in circumstances (actual, anticipated, contemplated actual or threatened, financial or otherwiseproposed within the knowledge of BIP) which is of such a nature that there is or could be reasonable doubt whether written notice need be given under to the Underwriters pursuant to this Section 5and, in any event, prior to making any filing referred to in Section 9.4.
9.2 BIP will advise the Representatives promptly, and confirm such advice in writing: (2i) If during the period of distribution of the Units there shall be when any change in Canadian Securities Laws or other laws which results in any requirement to file Supplementary Material, the Corporation will promptly prepare and file such Supplementary Material with the appropriate Securities Commissions where such filing is required, provided that the Corporation shall have allowed the Underwriter and its counsel to participate in the preparation and review of any Supplementary Material.
(3) During the period from the date of this Agreement amendment to the completion of the distribution of the Units, the Corporation will notify the Underwriter promptly:
Registration Statement has been filed or becomes effective; (aii) when any supplement to any of the Offering Documents Prospectus or any Supplementary Material shall have Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed;
; (biii) of any request by the SEC for any Securities Commission amendment to amend the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the SEC relating to the Registration Statement or any other request by the SEC for any additional information;
; (civ) of the issuance by the SEC of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Disclosure Package or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; (vi) of the receipt by BIP of any notice of objection of the SEC to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by BIP of any notice with respect to any suspension of the qualification of the Units, the Over-Allotment Option Units for offer and sale in any jurisdiction or the Compensation Options for offering, sale, issuance, initiation or grant, as applicable, in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Units or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation ; and BIP will use its commercially reasonable best efforts to prevent the issuance of any such stop order or suspending the effectiveness of any order the Registration Statement, preventing or suspending such the use of any Preliminary Prospectus, any of the Disclosure Package or any order ceasing the Prospectus or suspending the distribution any such qualification of the Units or the trading in any securities of the Corporation and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.
9.3 If during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to obtain state any material fact necessary in order to make the lifting statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with Securities Laws, BIP will promptly notify the Underwriters thereof and forthwith prepare and, subject to Section 6.3, file with the SEC and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law. If at any time prior to the earliest Closing Date (i) any event shall occur or condition shall exist as a result of which the Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Disclosure Package to comply with Securities Laws, BIP will promptly notify the Underwriters thereof and forthwith prepare and, subject to Section 6.3 above, file with the SEC (to the extent required) and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Disclosure Package as may be necessary so that the statements in the Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Disclosure Package is delivered to a purchaser, be misleading or so that the Disclosure Package will comply with Securities Laws.
9.4 BIP shall promptly comply with all applicable filing and other requirements, if any, under the Securities Laws arising as a result of any change referred to in Section 9.1 and shall prepare and file under all Securities Laws, with all possible timedispatch, and in any event within any time limit prescribed under Securities Laws, any Subsequent Disclosure Document or any amendment to the Disclosure Package or the Prospectus as may be required under Securities Laws during the Prospectus Delivery Period. BIP shall further promptly deliver to the Underwriters a copy for each of the Underwriters and the Underwriters’ counsel of opinions and comfort letters with respect to each such amendment to the Disclosure Package, the Prospectus and any Subsequent Disclosure Document substantially similar to those referred to in Section 6.1.
9.5 The delivery by BIP to the Underwriters of any Subsequent Disclosure Document or any amendment to the Disclosure Package or the Prospectus shall constitute a representation and warranty to the Underwriters by BIP, with respect to such Subsequent Disclosure Document or the Disclosure Package or the Prospectus, as so amended by such amendment, and by each Subsequent Disclosure Document and each amendment to the Disclosure Package and the Prospectus previously delivered to the Underwriters, to the same effect as set forth in Section 6.2. Such delivery shall also constitute the consent of BIP to the use of the Disclosure Package and the Prospectus, as amended or supplemented by any such document, by the Underwriters in connection with the distribution of the Units in the United States.
Appears in 2 contracts
Sources: Underwriting Agreement (Brookfield Infrastructure Partners L.P.), Underwriting Agreement (Brookfield Infrastructure Partners L.P.)
Material Change.
(1) During the period from the date of this Agreement to the completion of the distribution of the UnitsOffered Shares, the Corporation covenants and agrees with the Underwriter Underwriters that it shall promptly notify the Underwriter Underwriters in writing with full particulars of:
(a) any material change (actual, anticipated, contemplated or threatened) in respect of the Corporation considered on a consolidated basis;
(b) any material fact in respect of the Corporation considered on a consolidated basis which has arisen or has been discovered and would have been required to have been stated in any of the Offering Documents had the fact arisen or been discovered on, or prior to, the date of such document; and
(c) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents which fact or change is, or may be, of such a nature as to render any statement in such Offering Document misleading or untrue in any material respect or which would result in a misrepresentation in the Offering Document or which would result in any of the Offering Documents not complying (to the extent that such compliance is required) with Securities Laws. The Corporation shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the UnderwriterUnderwriters, acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws as a result of such fact or change; provided that the Corporation shall not file any Supplementary Material or other document without first providing the Underwriter Underwriters with a copy of such Supplementary Material or other document and consulting with the Underwriter Underwriters with respect to the form and content thereof. The Corporation shall in good faith discuss with the Underwriter Underwriters any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt whether written notice need be given under this Section 5.
(2) If during the period of distribution of the Units Offered Shares there shall be any change in Canadian Securities Laws or other laws which results which, in the opinion of the Underwriters and their legal counsel, acting reasonably, requires the filing of any requirement to file Supplementary Material, upon written notice from the Underwriters, the Corporation will covenants and agrees with the Underwriters that it shall, to the satisfaction of the Underwriters, acting reasonably, promptly prepare and file such Supplementary Material with the appropriate Securities Commissions where such filing is required, provided that the Corporation shall have allowed the Underwriter and its counsel to participate in the preparation and review of any Supplementary Material.
(3) During the period from the date of this Agreement to the completion of the distribution of the UnitsOffered Shares, the Corporation will notify the Underwriter Underwriters promptly:
(a) when any supplement to any of the Offering Documents or any Supplementary Material shall have been filed;
(b) of any request by any Securities Commission to amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Units, Offered Shares or the Over-Allotment Option or the Compensation Options for offering, sale, issuance, sale or grant, as applicable, grant in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Units Offered Shares or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or any such order ceasing or suspending the distribution of the Units Offered Shares or the trading in any securities the shares of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 1 contract
Material Change.
(1a) During The Corporation shall promptly inform the Underwriters (and if requested by the Underwriters, confirm such notification in writing) during the period from prior to the date Underwriters notifying the Corporation of this Agreement to the completion of the distribution of the Units, Offered Shares in accordance with Section 4(a) hereof of the Corporation covenants and agrees with the Underwriter that it shall promptly notify the Underwriter in writing with full particulars of:
(ai) any material change in the assets, liabilities (actualcontingent or otherwise), anticipatedbusiness, contemplated affairs, operations or threatened) in respect capital of the Corporation considered on and the Subsidiaries taken together as a consolidated basis;whole; or
(b) any material fact in respect of the Corporation considered on a consolidated basis which has arisen or has been discovered and would have been required to have been stated in any of the Offering Documents had the fact arisen or been discovered on, or prior to, the date of such document; and
(cii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Preliminary Prospectuses, the Amended Preliminary Prospectuses, the Prospectuses, the Registration Statement or any Supplementary Material (collectively, the "Offering Documents which fact Documents") or change whether any event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any statement in such of the Offering Document Documents untrue or misleading or untrue in any material respect or which would to result in a any misrepresentation in any of the Offering Document Documents, or which would result in the Prospectuses, the Registration Statement or any of the Offering Documents Supplementary Material not complying (to the extent that such compliance is required) with Applicable the Securities Laws of any Qualifying Province or the United States.
(b) The Corporation will comply with Section 57 of the Securities Act (Ontario) and with the comparable provisions of the other Securities Laws. The Corporation shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Underwriter, acting reasonably, with all applicable filings and other requirements under Canadian Securities Laws as a result of such fact or change; provided that the Corporation shall not will prepare and file promptly any Supplementary Material or other document without first providing which may be necessary and will otherwise comply with all legal requirements necessary to continue to qualify the Underwriter with a copy Offered Shares for distribution in each of such Supplementary Material or other document and consulting with the Underwriter with respect Qualifying Provinces.
(c) In addition to the form provisions of Subsections 6(a) and content thereof. The 6(b) hereof, the Corporation shall in good faith discuss with the Underwriter Underwriters any change, event or fact or change contemplated in circumstances (actual, anticipated, contemplated or threatened, financial or otherwiseSubsections 6(a) and 6(b) which is of such a nature that there is or could be reasonable doubt as to whether written notice need should be given to the Underwriters under this Section 5.
(2Subsection 6(a) If during hereof and shall consult with the period Underwriters with respect to the form and content of distribution of any amendment proposed to be filed by the Units there Corporation, it being understood and agreed that no such amendment shall be any change in Canadian Securities Laws or other laws which results in any requirement to file Supplementary Material, the Corporation will promptly prepare and file such Supplementary Material filed with the appropriate Securities Commissions where such filing is required, provided that the Corporation shall have allowed the Underwriter and its counsel to participate in the preparation and review of any Supplementary Material.
(3) During the period from the date of this Agreement to the completion of the distribution of the Units, the Corporation will notify the Underwriter promptly:
(a) when any supplement to any of the Offering Documents or any Supplementary Material shall have been filed;
(b) of any request by any Securities Commission to amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Units, the Over-Allotment Option or the Compensation Options for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, prior to the knowledge of review thereof by the CorporationUnderwriters and their counsel, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Units or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or any order ceasing or suspending the distribution of the Units or the trading in any securities of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible timeacting reasonably.
Appears in 1 contract
Material Change.
(1) During 12.1 The Issuer will promptly inform the Underwriters in writing during the period from the date of this Agreement prior to the completion Closing Time of the distribution of the Units, the Corporation covenants and agrees with the Underwriter that it shall promptly notify the Underwriter in writing with full particulars of:
(a) any material change (actual, anticipated, contemplated or threatened) in respect the assets, liabilities (contingent or otherwise), business, affairs, operations or capital of the Corporation considered on a consolidated basisIssuer;
(b) any material fact change in respect any matter referred to in any Offering Document (other than any matter relating solely to any of the Corporation considered on a consolidated basis Underwriters); or
(c) any other fact, event or circumstance, which has arisen or has been discovered and would have been required to have been stated in the Final Prospectus or any of the Offering Documents Supplemental Material had the that fact or change arisen or been discovered on, or prior to, the date of such document; and
(c) any change in of the Final Prospectus or any material fact (Supplemental Material or which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents which fact or change is, or may be, of such a nature as to render any of the Offering Documents or any statement in such Offering Document therein untrue or misleading or untrue in any material respect or which would result in any of the Offering Documents containing a misrepresentation in the Offering Document or which would result in any of the Offering Documents not complying (with any of the Securities Laws or which would reasonably be expected to have a significant effect on the extent that such compliance is required) market price or value of the Debentures or the Underlying Shares.
12.2 The Issuer will promptly comply with all applicable filing and other requirements under the Securities Laws arising as a result of any change, fact, event or circumstance referred to in Section 12.1 and the Issuer will prepare and the Issuer will file under all applicable Securities Laws. The Corporation shall promptly, as promptly as possible, and in any event within any time limit prescribed under applicable time limitationSecurities Laws, complyany Supplemental Material as may be required under applicable Securities Laws or which, to in the satisfaction opinion of both the UnderwriterUnderwriters and the Issuer, acting reasonably, with all applicable filings and other requirements under Canadian Securities Laws as a result of such fact or changemay be advisable; provided that the Corporation shall Issuer will allow the Underwriters and their counsel to participate fully in the preparation of any Supplemental Material and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters to execute responsibly any certificate required to be executed by them in any Supplemental Material and the Underwriters will have approved the form of any Supplemental Material, such approval not file any Supplementary Material or other document without first providing to be unreasonably withheld and to be provided in a timely manner, and the Underwriter Issuer will otherwise comply with a copy all legal requirements necessary to continue to qualify the Debentures for distribution in each of such Supplementary Material or other document and consulting with the Underwriter with respect Qualifying Jurisdictions.
12.3 In addition to the form provisions of Sections 12.1 and content thereof. The Corporation shall 12.2, the Issuer will, in good faith faith, discuss with the Underwriter Underwriters any fact fact, change, event or change in circumstances circumstance (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt as to whether written notice need should be given to the Underwriters under this Section 512.1 and will consult with the Underwriters with respect to the form and content of any Supplemental Material proposed to be filed by the Issuer.
(2) If during the period of distribution of the Units there shall be any change in Canadian Securities Laws or other laws which results in any requirement to file Supplementary Material, the Corporation will promptly prepare and file such Supplementary Material with the appropriate Securities Commissions where such filing is required, provided that the Corporation shall have allowed the Underwriter and its counsel to participate in the preparation and review of any Supplementary Material.
(3) 12.4 During the period from commencing on the date of this Agreement to hereof and ending on the completion of the distribution of the UnitsDebentures, the Corporation Issuer will notify promptly inform the Underwriter promptlyUnderwriters of the full particulars of:
(a) when any supplement request of any Securities Commission for any amendment to the Preliminary Prospectus, the Final Prospectus or any other Offering Document or any part of the Offering Public Disclosure Documents or for any Supplementary Material shall have been filedadditional information;
(b) of any request the issuance by any Securities Commission Commission, the TSX, NASDAQ, or by any other competent authority of any order to amend cease or supplement suspend trading of any securities of the Prospectus Issuer or of the institution or threat of institution of any proceedings for additional informationthat purpose; or;
(c) the receipt by the Issuer of any communication from any Securities Commission, the TSX, NASDAQ, or any other competent authority relating to the Preliminary Prospectus, the Final Prospectus or any other part of the suspension of the qualification of the Units, the Over-Allotment Option Public Disclosure Documents or the Compensation Options for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Units or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or any order ceasing or suspending the distribution of the Units or the trading in any securities of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible timeDebentures.
Appears in 1 contract
Sources: Underwriting Agreement (Student Transportation Inc.)
Material Change.
(1) During 12.1 The Corporation will promptly inform the Underwriters in writing during the period from the date of this Agreement prior to the completion of the distribution of the Units, Offered Securities of the Corporation covenants and agrees with the Underwriter that it shall promptly notify the Underwriter in writing with full particulars of:
(a) any material change (actual, anticipated, contemplated or threatened) in respect the assets, liabilities (contingent or otherwise), business, affairs, operations or capital of the Corporation considered on a consolidated basis;or any of the Project Holding Group Entities or Project Operating Entities; or
(b) any material fact change in respect any matter referred to in any Offering Document (other than any matter relating solely to any of the Corporation considered on a consolidated basis Underwriters); or
(c) any other fact, event or circumstance, which has arisen or has been discovered and would have been required to have been stated in the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus or any of the Offering Documents Supplemental Material had the that fact or change arisen or been discovered on, or prior to, the date of such document; and
(c) any change in of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus or any material fact (Supplemental Material or which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents which fact or change is, or may be, of such a nature as to render any of the Offering Documents or any statement in such Offering Document therein untrue or misleading or untrue in any material respect or which would result in any of the Offering Documents containing a misrepresentation in the Offering Document or which would result in any of the Offering Documents not complying (with any of the Securities Laws or which would reasonably be expected to have a significant effect on the extent that such compliance is required) market price or value of the Offered Securities.
12.2 The Corporation will promptly comply with all applicable filing and other requirements under the Securities Laws arising as a result of any change, fact, event or circumstance referred to in Section 12.1 and the Corporation will prepare and the Corporation will file under all applicable Securities Laws. The Corporation shall promptly, as promptly as possible, and in any event within any time limit prescribed under applicable time limitationSecurities Laws, complyany Supplemental Material as may be required under applicable Securities Laws or which, to in the satisfaction opinion of both the UnderwriterUnderwriters and the Corporation, acting reasonably, with all applicable filings and other requirements under Canadian Securities Laws as a result of such fact or changemay be advisable; provided that the Corporation shall allow the Underwriters and their counsel to participate fully in the preparation of any Supplemental Material and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfil their obligations as underwriters and in order to enable the Underwriters to execute responsibly any certificate required to be executed by them in any Supplemental Material and the Underwriters shall have approved the form of any Supplemental Material, such approval not file any Supplementary Material or other document without first providing to be unreasonably withheld and to be provided in a timely manner, and the Underwriter Corporation will otherwise comply with a copy all legal requirements necessary to continue to qualify the Offered Securities for distribution in each of such Supplementary Material or other document and consulting with the Underwriter with respect Qualifying Jurisdictions.
12.3 In addition to the form provisions of Sections 12.1 and content thereof. The 12.2, the Corporation shall will, in good faith faith, discuss with the Underwriter Underwriters any fact fact, change, event or change in circumstances circumstance (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt as to whether written notice need should be given to the Underwriters under this Section 5.
(2) If during the period of distribution of the Units there shall be any change in Canadian Securities Laws or other laws which results in any requirement to file Supplementary Material, the Corporation 12.1 and will promptly prepare and file such Supplementary Material consult with the appropriate Securities Commissions where such filing is required, provided that Underwriters with respect to the Corporation shall have allowed the Underwriter form and its counsel to participate in the preparation and review content of any Supplementary Material.
(3) During the period from the date of this Agreement Supplemental Material proposed to the completion of the distribution of the Units, the Corporation will notify the Underwriter promptly:
(a) when any supplement to any of the Offering Documents or any Supplementary Material shall have been filed;
(b) of any request be filed by any Securities Commission to amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Units, the Over-Allotment Option or the Compensation Options for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Units or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or any order ceasing or suspending the distribution of the Units or the trading in any securities of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 1 contract
Material Change.
(1a) During the period from the date hereof until the Underwriters notify the Fund of this Agreement to the completion of the distribution of the UnitsPurchased Units hereunder, the Corporation covenants Fund, H▇▇▇▇ and agrees with the Underwriter that it Sun Gro U.S. shall promptly notify inform the Underwriter Underwriters (and if requested by the Underwriters, confirm such notification in writing with writing) of the full particulars of:
(ai) any material change (actual, anticipated, contemplated or threatened) in respect the assets, liabilities (contingent or otherwise), business, affairs, operations or capital of the Corporation considered on a consolidated basis;
(b) any material fact in respect of the Corporation considered on a consolidated basis which has arisen Fund, Sun Gro U.S. or has been discovered and would have been required to have been stated in any of the Offering Documents had the fact arisen or been discovered on, or prior to, the date of such documentFund Subsidiaries; andor
(cii) any change in any material fact matter referred to in any Offering Document (other than any matter relating solely to any of the Underwriters); or
(iii) any other fact, event or circumstance; which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents which fact or change is, or may be, of such a nature as to render any of the Offering Documents or any statement in such Offering Document therein untrue or misleading or untrue in any material respect or which would result in any of the Offering Documents containing a misrepresentation in the Offering Document or which would result in any of the Offering Documents not complying (to the extent that such compliance is required) with Securities Laws. The Corporation shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Underwriter, acting reasonably, with all applicable filings and other requirements under Canadian Securities Laws as or which would reasonably be expected to have a result significant effect on the market price or value of such fact the Purchased Units or change; provided that the Corporation shall not file value of any Supplementary Material of the Fund Subsidiaries or other document without first providing the Underwriter with a copy of such Supplementary Material or other document and consulting with the Underwriter with respect to the form and content thereof. Sun Gro Canada.
(b) The Corporation Fund shall in good faith discuss with the Lead Underwriter any fact fact, change, event or change in circumstances circumstance (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt as to whether written notice need should be given to the Underwriters under this Section 5Subsection 8(a) hereof and, in any event shall consult with the Underwriters with respect to the form and content of any amendment or document proposed to be filed by the Fund under Subsection 8(c), below, prior to any such filing being made.
(2c) If during The Fund shall promptly comply with all applicable filing and other requirements under the period of distribution of the Units there shall be any change in Canadian Securities Laws arising as a result of any change, fact, event or other laws which results circumstance referred to in any requirement to file Supplementary Material, the Corporation will promptly Section 8(a) and shall prepare and file such under all applicable Securities Laws, as promptly as possible, and in any event within any time limit prescribed under applicable Securities Laws, any Supplementary Material with the appropriate as may be required under applicable Securities Commissions where such filing is required, Laws; provided that the Corporation Fund shall have allowed allow the Underwriter Underwriters and its their counsel to participate fully in the preparation of any Supplementary Material and review to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfil their obligations as underwriters and in order to enable the Underwriters to execute responsibly the certificate required to be executed by them in any Supplementary Material and the Underwriters shall have approved the form of any Supplementary Material, such approval not to be unreasonably withheld and to be provided in a timely manner.
(3d) The delivery to the Underwriters of Supplementary Material shall constitute a representation and warranty to the Underwriters by the Fund and H▇▇▇▇ with respect to the Prospectus as amended, modified or superseded by such Supplementary Material and by any Supplementary Material previously delivered to the Underwriters as aforesaid, to the same effect as set forth in Subsection 7(c). Such delivery shall also constitute the consent of the Fund to the use of the Prospectus, as amended, modified or superseded by the Supplementary Material, by the Underwriters in connection with the distribution of the Purchased Units hereunder.
(e) During the period from commencing on the date of this Agreement to hereof and ending on the completion of the distribution of the UnitsPurchased Units hereunder, the Corporation Fund will notify promptly inform the Underwriter promptlyUnderwriters of the full particulars of:
(ai) when any supplement request of any Securities Commission for any amendment to any of the Offering Documents Preliminary Prospectus, the Prospectus or any Supplementary Material shall have been filed;or for any additional information; or
(bii) of any request by any Securities Commission to amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Units, the Over-Allotment Option or the Compensation Options for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission Commission, the TSE or any stock exchange other competent authority of any order having the effect to cease or suspend trading of ceasing or suspending the distribution of the Units or the trading in any securities of the Corporation, Fund or of the institution or, to the knowledge or threat of the Corporation, threatening institution of any proceeding proceedings for any such that purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or any order ceasing or suspending the distribution of the Units or the trading in any securities of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 1 contract
Material Change.
(1) During the period from the date of this Agreement to the completion of the distribution of the UnitsOffered Shares, the Corporation covenants and agrees with the Underwriter Underwriters that it shall promptly notify the Underwriter Underwriters in writing with full particulars of:
(a) any material change (actual, anticipated, contemplated or threatened) in respect of the Corporation considered on a consolidated basis;
(b) any material fact in respect of the Corporation considered on a consolidated basis which has arisen or has been discovered and would have been required to have been stated in any of the Offering Documents had the fact arisen or been discovered on, or prior to, the date of such document; and
(c) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents which fact or change is, or may be, of such a nature as to render any statement in such Offering Document misleading or untrue in any material respect or which would result in a misrepresentation in the Offering Document or which would result in any of the Offering Documents not complying (to the extent that such compliance is required) with Securities Laws. The Corporation shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the UnderwriterCo-Lead Underwriters, acting reasonably, with all applicable filings and other requirements under Canadian Securities Laws as a result of such fact or change; provided that the Corporation shall not file any Supplementary Material or other document without first providing the Underwriter Co-Lead Underwriters with a copy of such Supplementary Material or other document and consulting with the Underwriter Co-Lead Underwriters with respect to the form and content thereof, and the Co-Lead Underwriters shall provide their input on same in a timely manner. The Corporation shall in good faith discuss with the Underwriter Co-Lead Underwriters any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt whether written notice need be given under this Section 5.
(2) If during the period of distribution of the Units Offered Shares there shall be any change in Canadian Securities Laws or other laws which results which, in the opinion of the Co-Lead Underwriters and their legal counsel, acting reasonably, requires the filing of any requirement to file Supplementary Material, upon written notice from the Co- Lead Underwriters, the Corporation will covenants and agrees with the Co-Lead Underwriters that it shall, to the satisfaction of the Co-Lead Underwriters, acting reasonably, promptly prepare and file such Supplementary Material with the appropriate Securities Commissions where such filing is required, provided that the Corporation shall have allowed the Underwriter and its counsel to participate in the preparation and review of any Supplementary Material.
(3) During the period from the date of this Agreement to the completion of the distribution of the UnitsOffered Shares, the Corporation will notify the Underwriter Co-Lead Underwriters promptly:
(a) when any supplement to any of the Offering Documents or any Supplementary Material shall have been filed;
(b) of any request by any Securities Commission to amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Units, Offered Shares or the Over-Allotment Option or the Compensation Options for offering, sale, issuance, sale or grant, as applicable, grant in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Units Offered Shares or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or any such order ceasing or suspending the distribution of the Units Offered Shares or the trading in any securities the shares of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 1 contract
Sources: Underwriting Agreement (Merus Labs International Inc.)
Material Change.
(1) During the period from the date of this Agreement to the completion of the distribution of the UnitsOffered Shares, the Corporation covenants and agrees with the Underwriter Underwriters that it shall promptly notify the Underwriter Underwriters in writing with full particulars of:
(a) any material change (actual, anticipated, contemplated or threatened) in respect of the Corporation considered on a consolidated basis;
(b) any material fact in respect of the Corporation considered on a consolidated basis which has arisen or has been discovered and would have been required to have been stated in any of the Offering Documents had the fact arisen or been discovered on, or prior to, the date of such document; and
(c) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents which fact or change is, or may be, of such a nature as to render any statement in such Offering Document misleading or untrue in any material respect or which would result in a misrepresentation in the Offering Document or which would result in any of the Offering Documents not complying (to the extent that such compliance is required) with Securities Laws. The Corporation shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the UnderwriterCo-Lead Underwriters, acting reasonably, with all applicable filings and other requirements under Canadian Securities Laws as a result of such fact or change; provided that the Corporation shall not file any Supplementary Material or other document without first providing the Underwriter Co-Lead Underwriters with a copy of such Supplementary Material or other document and consulting with the Underwriter Co-Lead Underwriters with respect to the form and content thereof, and the Co-Lead Underwriters shall provide their input on same in a timely manner. The Corporation shall in good faith discuss with the Underwriter Co-Lead Underwriters any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt whether written notice need be given under this Section 5.
(2) If during the period of distribution of the Units Offered Shares there shall be any change in Canadian Securities Laws or other laws which results which, in the opinion of the Co-Lead Underwriters and their legal counsel, acting reasonably, requires the filing of any requirement to file Supplementary Material, upon written notice from the Co-Lead Underwriters, the Corporation will covenants and agrees with the Co-Lead Underwriters that it shall, to the satisfaction of the Co-Lead Underwriters, acting reasonably, promptly prepare and file such Supplementary Material with the appropriate Securities Commissions where such filing is required, provided that the Corporation shall have allowed the Underwriter and its counsel to participate in the preparation and review of any Supplementary Material.
(3) During the period from the date of this Agreement to the completion of the distribution of the UnitsOffered Shares, the Corporation will notify the Underwriter Co-Lead Underwriters promptly:
(a) when any supplement to any of the Offering Documents or any Supplementary Material shall have been filed;
(b) of any request by any Securities Commission to amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Units, Offered Shares or the Over-Allotment Option or the Compensation Options for offering, sale, issuance, sale or grant, as applicable, grant in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Units Offered Shares or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or any such order ceasing or suspending the distribution of the Units Offered Shares or the trading in any securities the shares of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 1 contract
Sources: Underwriting Agreement (Merus Labs International Inc.)
Material Change.
(1) During the period from the date of this Agreement to the completion of the distribution of the UnitsOffered Shares, the Corporation covenants and agrees with the Underwriter Underwriters that it shall promptly notify the Underwriter Underwriters in writing with full particulars of:
(a) any material change (actual, anticipated, contemplated or threatened) in respect of the Corporation considered on a consolidated basis;
(b) any material fact in respect of the Corporation considered on a consolidated basis which has arisen or has been discovered and would have been required to have been stated in any of the Offering Documents had the fact arisen or been discovered on, or prior to, the date of such document; and
(c) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents which fact or change is, or may be, of such a nature as to render any statement in such Offering Document misleading or untrue in any material respect or which would result in a misrepresentation in the Offering Document or which would result in any of the Offering Documents not complying (to the extent that such compliance is required) with Securities Laws. The Corporation shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the UnderwriterUnderwriters, acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws as a result of such fact or change; provided that the Corporation shall not file any Supplementary Material or other document without first providing the Underwriter Underwriters with a copy of such Supplementary Material or other document and consulting with the Underwriter Underwriters with respect to the form and content thereof. The Corporation shall in good faith discuss with the Underwriter Underwriters any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt whether written notice need be given under this Section 5.
(2) If during the period of distribution of the Units Offered Shares there shall be any change in Canadian Securities Laws or other laws which results which, in the opinion of the Underwriters and their legal counsel, acting reasonably, requires the filing of any requirement to file Supplementary Material, upon written notice from the Underwriters, the Corporation will covenants and agrees with the Underwriters that it shall, to the satisfaction of the Underwriters, acting reasonably, promptly prepare and file such Supplementary Material with the appropriate Securities Commissions where such filing is required, provided that the Corporation shall have allowed the Underwriter and its counsel to participate in the preparation and review of any Supplementary Material.
(3) During the period from the date of this Agreement to the completion of the distribution of the UnitsOffered Shares, the Corporation will notify the Underwriter Underwriters promptly:
(a) when any supplement to any of the Offering Documents or any Supplementary Material shall have been filed;
(b) of any request by any Securities Commission to amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Units, the Over-Allotment Option Offered Shares or the Compensation Options Over -Allotment Option for offering, sale, issuance, sale or grant, as applicable, grant in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Units Offered Shares or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or any such order ceasing or suspending the distribution of the Units Offered Shares or the trading in any securities the shares of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 1 contract
Material Change.
(1) During 12.1 The Issuer will promptly inform the Underwriters in writing during the period from the date of this Agreement prior to the completion Closing Time and at any time when a prospectus relating to the Offered Shares is required to be delivered under the U.S. Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the U.S. Securities Act) of the distribution of the Units, the Corporation covenants and agrees with the Underwriter that it shall promptly notify the Underwriter in writing with full particulars of:
(a) any material change (actual, anticipated, contemplated or threatened) in respect the assets, liabilities (contingent or otherwise), business, affairs, operations or capital of the Corporation considered on a consolidated basisIssuer;
(b) any material fact change in respect of the Corporation considered on a consolidated basis which has arisen or has been discovered and would have been required any matter referred to have been stated in any Offering Document (other than any matter relating solely to any of the Offering Documents had the fact arisen or been discovered on, or prior to, the date of such documentUnderwriters); andor
(c) any change in any material fact other fact, event or circumstance, of which it is aware and which
(which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material facti) contained in the Offering Documents which fact or change is, is or may be, of such a nature as to render the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Final Prospectus or any statement in such Offering Document Supplemental Material untrue or misleading or untrue in any material respect or which would result in any of such documents containing a misrepresentation in the Offering Document or which would result in any of the Offering Documents such documents not complying with any of the Canadian Securities Laws or which would reasonably be expected to have a significant effect on the market price or value of the Shares, or
(ii) results in it being necessary to amend the extent Registration Statement or to amend or supplement the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus or the U.S. Final Prospectus in order that such compliance is required) document will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the case of the Registration Statement, not misleading, and in the case of the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus or U.S. Final Prospectus, in light of the circumstances under which such statements are made, not misleading, or makes it necessary to amend or supplement the Registration Statement, the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus or the U.S. Final Prospectus to comply with the requirements of the U.S. Securities Laws. .
12.2 The Corporation shall promptlyIssuer will promptly comply with all applicable filing and other requirements under the Securities Laws arising as a result of any change, fact, event or circumstance referred to in Section 12.1 and the Issuer will prepare and the Issuer will file under all applicable Securities Laws, as promptly as possible, and in any event within any time limit prescribed under applicable time limitationSecurities Laws, complyany Supplemental Material as may be required under applicable Securities Laws or which, to in the satisfaction opinion of both the UnderwriterUnderwriters and the Issuer, acting reasonably, with all applicable filings and other requirements under Canadian Securities Laws as a result of such fact or changemay be advisable; provided that the Corporation shall Issuer will allow the Underwriters and their counsel to participate fully in the preparation of any Supplemental Material and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters to execute responsibly any certificate required to be executed by them in any Supplemental Material and the Underwriters will have approved the form of any Supplemental Material, such approval not file any Supplementary Material or other document without first providing to be unreasonably withheld and to be provided in a timely manner, and the Underwriter Issuer will otherwise comply with a copy all legal requirements necessary to continue to qualify the Offered Shares for distribution in each of such Supplementary Material or other document the Qualifying Jurisdictions and consulting with the Underwriter with respect United States.
12.3 In addition to the form provisions of Sections 12.1 and content thereof. The Corporation shall 12.2, the Issuer will, in good faith faith, discuss with the Underwriter Underwriters any fact fact, change, event or change in circumstances circumstance (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt as to whether written notice need should be given to the Underwriters under this Section 512.1 and will consult with the Underwriters with respect to the form and content of any Supplemental Material proposed to be filed by the Issuer.
(2) If during the period of distribution of the Units there shall be any change in Canadian Securities Laws or other laws which results in any requirement to file Supplementary Material, the Corporation will promptly prepare and file such Supplementary Material with the appropriate Securities Commissions where such filing is required, provided that the Corporation shall have allowed the Underwriter and its counsel to participate in the preparation and review of any Supplementary Material.
(3) 12.4 During the period from commencing on the date of this Agreement to hereof and ending on the completion of the distribution of the UnitsOffered Shares, the Corporation Issuer will notify promptly inform the Underwriter promptlyUnderwriters of the full particulars of:
(a) when any supplement request of any Securities Commission or the SEC for any amendment to the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses or any part of the Offering Public Disclosure Documents or for any Supplementary Material shall have been filedadditional information;
(b) of any request the issuance by any Securities Commission Commission, the SEC, the TSX, the NASDAQ, or by any other competent authority of any order to amend cease or supplement suspend trading of any securities of the Prospectus Issuer or of the institution or threat of institution of any proceedings for additional informationthat purpose; or;
(c) the receipt by the Issuer of any communication from any Securities Commission, the SEC, the TSX, the NASDAQ, or any other competent authority relating to the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses, or any other part of the suspension of the qualification of the Units, the Over-Allotment Option Public Disclosure Documents or the Compensation Options for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Units or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or any order ceasing or suspending the distribution of the Units or the trading in any securities of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible timeOffered Shares.
Appears in 1 contract
Sources: Underwriting Agreement (Student Transportation Inc.)
Material Change.
(1) During 12.1 The Issuer will promptly inform the Underwriters in writing during the period from the date of this Agreement prior to the completion Closing Time and at any time when a prospectus relating to the Offered Shares is required to be delivered under the U.S. Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the U.S. Securities Act) of the distribution of the Units, the Corporation covenants and agrees with the Underwriter that it shall promptly notify the Underwriter in writing with full particulars of:
(a) any material change (actual, anticipated, contemplated or threatened) in respect the assets, liabilities (contingent or otherwise), business, affairs, operations or capital of the Corporation considered on a consolidated basisIssuer;
(b) any material fact change in respect of the Corporation considered on a consolidated basis which has arisen or has been discovered and would have been required any matter referred to have been stated in any Offering Document (other than any matter relating solely to any of the Offering Documents had the fact arisen or been discovered on, or prior to, the date of such documentUnderwriters); andor
(c) any change in any material fact other fact, event or circumstance, of which it is aware and which,
(which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material facti) contained in the Offering Documents which fact or change is, is or may be, of such a nature as to render the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Final Prospectus or any statement in such Offering Document Supplemental Material misleading or untrue in any material respect or which would result in any of such documents containing a misrepresentation in the Offering Document or which would result in any of the Offering Documents such documents not complying with any of the Canadian Securities Laws or which would reasonably be expected to have a significant effect on the market price or value of the Shares, or
(ii) results in it being necessary to amend the extent Registration Statement or to amend or supplement the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus or the U.S. Final Prospectus in order that such compliance is required) document will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the case of the Registration Statement, not misleading, and in the case of the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus or U.S. Final Prospectus, in light of the circumstances under which such statements are made, not misleading, or makes it necessary to amend or supplement the Registration Statement, the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus or the U.S. Final Prospectus to comply with the requirements of the U.S. Securities Laws. .
12.2 The Corporation shall promptlyIssuer will promptly comply with all applicable filing and other requirements under the Securities Laws arising as a result of any change, fact, event or circumstance referred to in Section 12.1 and the Issuer will prepare and the Issuer will file under all applicable Securities Laws, as promptly as possible, and in any event within any time limit prescribed under applicable time limitationSecurities Laws, complyany Supplemental Material as may be required under applicable Securities Laws or which, to in the satisfaction opinion of both the UnderwriterUnderwriters and the Issuer, acting reasonably, with all applicable filings and other requirements under Canadian Securities Laws as a result of such fact or changemay be advisable; provided that the Corporation shall Issuer will allow the Underwriters and their counsel to participate fully in the preparation of any Supplemental Material and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters to execute responsibly any certificate required to be executed by them in any Supplemental Material and the Underwriters will have approved the form of any Supplemental Material, such approval not file any Supplementary Material or other document without first providing to be unreasonably withheld and to be provided in a timely manner, and the Underwriter Issuer will otherwise comply with a copy all legal requirements necessary to continue to qualify the Offered Shares for distribution in each of such Supplementary Material or other document the Qualifying Jurisdictions and consulting with the Underwriter with respect United States.
12.3 In addition to the form provisions of Sections 12.1 and content thereof. The Corporation shall 12.2, the Issuer will, in good faith faith, discuss with the Underwriter Underwriters any fact fact, change, event or change in circumstances circumstance (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt as to whether written notice need should be given to the Underwriters under this Section 512.1 and will consult with the Underwriters with respect to the form and content of any Supplemental Material proposed to be filed by the Issuer.
(2) If during the period of distribution of the Units there shall be any change in Canadian Securities Laws or other laws which results in any requirement to file Supplementary Material, the Corporation will promptly prepare and file such Supplementary Material with the appropriate Securities Commissions where such filing is required, provided that the Corporation shall have allowed the Underwriter and its counsel to participate in the preparation and review of any Supplementary Material.
(3) 12.4 During the period from commencing on the date of this Agreement to hereof and ending on the completion of the distribution of the UnitsOffered Shares, the Corporation Issuer will notify promptly inform the Underwriter promptlyUnderwriters of the full particulars of:
(a) when any supplement request of any Securities Commission or the SEC for any amendment to the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses or any Subsequent Disclosure Document or any part of the Offering Public Disclosure Documents or for any Supplementary Material shall have been filedadditional information;
(b) of any request the issuance by any Securities Commission Commission, the SEC, the TSX, the NASDAQ or by any other competent authority of any order to amend cease or supplement suspend trading of any securities of the Prospectus Issuer or of the institution or threat of institution of any proceedings for additional informationthat purpose; or;
(c) the receipt by the Issuer of any communication from any Securities Commission, the SEC, the TSX, the NASDAQ or any other competent authority relating to the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses, any Subsequent Disclosure Document or any other part of the suspension of the qualification of the Units, the Over-Allotment Option Public Disclosure Documents or the Compensation Options for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Units or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or any order ceasing or suspending the distribution of the Units or the trading in any securities of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible timeOffered Shares.
Appears in 1 contract
Sources: Underwriting Agreement (Student Transportation Inc.)
Material Change.
(1) During 6.1 The Fund and the Company will promptly inform the Underwriters in writing during the period from the date of this Agreement prior to the completion of the distribution of the Units, Purchased Units of the Corporation covenants and agrees with the Underwriter that it shall promptly notify the Underwriter in writing with full particulars of:
6.1.1 any Material Adverse Change (a) any material change (whether actual, anticipated, contemplated contemplated, proposed or threatened) in respect of the Corporation considered on a consolidated basis);
(b) 6.1.2 any material fact in respect of the Corporation considered on a consolidated basis which has arisen or has been discovered and would have been required to have been stated in the Prospectus or any of the Offering Documents Supplementary Material had the that fact arisen or been discovered on, or prior to, the date of such documentany of the Prospectus or any Supplementary Material; andor
(c) 6.1.3 any change in any material fact (which for contained in any of the purposes Prospectus or any Supplementary Material or whether any event or state of facts has occurred after the date of this Agreement shall be deemed to include the disclosure of agreement, which, in any previously undisclosed material fact) contained in the Offering Documents which fact or change iscase, or may be, is of such a nature as to render any statement in such Offering Document of the Prospectus or any Supplementary Material untrue or misleading or untrue in any material respect or which would to result in a misrepresentation in the Offering Document or which would result any Misrepresentation in any of the Offering Documents not complying Prospectus or any Supplementary Material.
6.2 During the period from the date hereof until the completion of the distribution under the Prospectus, the Fund will comply with Section 57 of the Securities Act (to Ontario) and with the extent that such compliance is required) with comparable provisions of the other Securities Laws and any applicable U.S. Securities Laws. The Corporation shall promptly, and in any event within any applicable time limitationthe Fund and the Company will prepare, comply, to with the satisfaction input of the UnderwriterUnderwriters, and the Fund will file promptly at the request of the Underwriters any Supplementary Material which, in the opinion of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all applicable filings and other legal requirements under Canadian Securities Laws as a result necessary, to continue to qualify the Purchased Units for distribution in each of such fact or change; provided that the Corporation shall not file any Supplementary Material or other document without first providing the Underwriter with a copy of such Supplementary Material or other document and consulting with the Underwriter with respect Qualifying Jurisdictions.
6.3 In addition to the form provisions of Sections 6.1 and content thereof. The Corporation shall 6.2, the Fund and the Company will, in good faith faith, discuss with the Underwriter Underwriters any change, event or fact or change contemplated in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) Sections 6.1 and 6.2 which is of such a nature that there is or could may be reasonable doubt as to whether written notice need should be given to the Underwriters under this Section 5.
(2) If during 6.1 and will consult with the period Underwriters with respect to the form and content of distribution of any Supplementary Material proposed to be filed by the Units there shall be any change in Canadian Securities Laws or other laws which results in any requirement to file Supplementary MaterialFund, the Corporation will promptly prepare it being understood and file agreed that no such Supplementary Material will be filed with the appropriate Securities Commissions where such filing is required, provided that the Corporation shall have allowed the Underwriter and its counsel to participate in the preparation and review of any Supplementary Material.
(3) During the period from the date of this Agreement to the completion of the distribution of the Units, the Corporation will notify the Underwriter promptly:
(a) when any supplement to any of the Offering Documents or any Supplementary Material shall have been filed;
(b) of any request by any Securities Commission to amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Units, the Over-Allotment Option or the Compensation Options for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, prior to the knowledge of review and approval by the CorporationUnderwriters and their counsel, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Units or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or any order ceasing or suspending the distribution of the Units or the trading in any securities of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible timeacting reasonably.
Appears in 1 contract
Sources: Underwriting Agreement (Alaska Communications Systems Group Inc)
Material Change.
(1) During the period from the date of this Agreement to the completion of the distribution of the UnitsOffered Shares, the Corporation covenants and agrees with the Underwriter Underwriters that it shall promptly notify the Underwriter Underwriters in writing with full particulars of:
(a) any material change (actual, anticipated, contemplated or threatened) in respect of the Corporation considered on a consolidated basis;
(b) any material fact in respect of the Corporation considered on a consolidated basis which has arisen or has been discovered and would have been required to have been stated in any of the Offering Documents had the fact arisen or been discovered on, or prior to, the date of such document; and
(c) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents which fact or change is, or may be, of such a nature as to render any statement in such Offering Document misleading or untrue in any material respect or which would result in a misrepresentation in the Offering Document or which would result in any of the Offering Documents not complying (to the extent that such compliance is required) with Securities Laws. The Corporation shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the UnderwriterCo-Lead Underwriters, acting reasonably, with all applicable filings and other requirements under Canadian Securities Laws as a result of such fact or change; provided that the Corporation shall not file any Supplementary Material or other document without first providing the Underwriter Co-Lead Underwriters with a copy of such Supplementary Material or other document and consulting with the Underwriter Co-Lead Underwriters with respect to the form and content thereof, and the Co-Lead Underwriters shall provide their input on same in a timely manner. The Corporation shall in good faith discuss with the Underwriter Co-Lead Underwriters any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt whether written notice need be given under this Section 5.
(2) If during the period of distribution of the Units Offered Shares there shall be any change in Canadian Securities Laws or other laws which results which, in the opinion of the Co-Lead Underwriters and their legal counsel, acting reasonably, requires the filing of any requirement to file Supplementary Material, upon written notice from the Co-Lead Underwriters, the Corporation will covenants and agrees with the Co-Lead Underwriters that it shall, to the satisfaction of the Co-Lead Underwriters, acting reasonably, promptly prepare and file such Supplementary Material with the appropriate Securities Commissions where such filing is required, provided that the Corporation shall have allowed the Underwriter and its counsel to participate in the preparation and review of any Supplementary Material.
(3) During the period from the date of this Agreement to the completion of the distribution of the UnitsOffered Shares, the Corporation will notify the Underwriter Co-Lead Underwriters promptly:
(a) when any supplement to any of the Offering Documents or any Supplementary Material shall have been filed;
(b) of any request by any Securities Commission to amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Units, Offered Shares or the Over-Over- Allotment Option or the Compensation Options for offering, sale, issuance, sale or grant, as applicable, grant in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Units Offered Shares or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or any such order ceasing or suspending the distribution of the Units Offered Shares or the trading in any securities the shares of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 1 contract
Sources: Underwriting Agreement (Merus Labs International Inc.)
Material Change.
(1) During 12.1 The Corporation will promptly inform the Underwriters in writing during the period from the date of this Agreement prior to the completion of the distribution of the Units, Offered Securities of the Corporation covenants and agrees with the Underwriter that it shall promptly notify the Underwriter in writing with full particulars of:
(a) any material change (actual, anticipated, contemplated or threatened) in respect the assets, liabilities (contingent or otherwise), business, affairs, operations or capital of the Corporation considered on a consolidated basis;or any of the Project Holding Group Entities or Project Operating Entities; or
(b) any material fact change in respect any matter referred to in any Offering Document (other than any matter relating solely to any of the Corporation considered on a consolidated basis Underwriters); or
(c) any other fact, event or circumstance, which has arisen or has been discovered and would have been required to have been stated in the Final Shelf Prospectus, the Prospectus Supplement or any of the Offering Documents Supplemental Material had the that fact or change arisen or been discovered on, or prior to, the date of such document; and
(c) any change in of the Final Shelf Prospectus, the Preliminary Prospectus Supplement, the Prospectus Supplement or any material fact (Supplemental Material which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents which fact or change is, or may be, of such a nature as to render any of the Offering Documents or any statement in such Offering Document therein untrue or misleading or untrue in any material respect or which would result in any of the Offering Documents containing a misrepresentation in the Offering Document or which would result in any of the Offering Documents not complying (with any of the Securities Laws or which would reasonably be expected to have a significant effect on the extent that such compliance is required) market price or value of the Offered Securities.
12.2 The Corporation will promptly comply with all applicable filing and other requirements under the Securities Laws arising as a result of any change, fact, event or circumstance referred to in Section 12.1 and the Corporation will prepare and the Corporation will file under all applicable Securities Laws. The Corporation shall promptly, as promptly as possible, and in any event within any time limit prescribed under applicable time limitationSecurities Laws, complyany Supplemental Material as may be required under applicable Securities Laws or which, to in the satisfaction opinion of both the UnderwriterUnderwriters and the Corporation, acting reasonably, with all applicable filings and other requirements under Canadian Securities Laws as a result of such fact or changemay be advisable; provided that the Corporation shall allow the Underwriters and their counsel to participate fully in the preparation of any Supplemental Material and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfil their obligations as underwriters and in order to enable the Underwriters to execute responsibly any certificate required to be executed by them in any Supplemental Material and the Underwriters shall have approved the form of any Supplemental Material, such approval not file any Supplementary Material or other document without first providing to be unreasonably withheld and to be provided in a timely manner, and the Underwriter Corporation will otherwise comply with a copy all legal requirements necessary to continue to qualify the Offered Securities for distribution in each of such Supplementary Material or other document and consulting with the Underwriter with respect Qualifying Jurisdictions.
12.3 In addition to the form provisions of Sections 12.1 and content thereof. The 12.2, the Corporation shall will, in good faith faith, discuss with the Underwriter Underwriters any fact fact, change, event or change in circumstances circumstance (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt as to whether written notice need should be given to the Underwriters under this Section 5.
(2) If during the period of distribution of the Units there shall be any change in Canadian Securities Laws or other laws which results in any requirement to file Supplementary Material, the Corporation 12.1 and will promptly prepare and file such Supplementary Material consult with the appropriate Securities Commissions where such filing is required, provided that Underwriters with respect to the Corporation shall have allowed the Underwriter form and its counsel to participate in the preparation and review content of any Supplementary Material.
(3) During the period from the date of this Agreement Supplemental Material proposed to the completion of the distribution of the Units, the Corporation will notify the Underwriter promptly:
(a) when any supplement to any of the Offering Documents or any Supplementary Material shall have been filed;
(b) of any request be filed by any Securities Commission to amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Units, the Over-Allotment Option or the Compensation Options for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Units or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or any order ceasing or suspending the distribution of the Units or the trading in any securities of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 1 contract
Material Change.
(1) During the period from the date of this Agreement to the completion of the distribution of the UnitsOffered Shares, the Corporation covenants and agrees with the Underwriter that it shall promptly notify the Underwriter in writing with full particulars of:
(a) any material change (actual, anticipated, contemplated or threatened) in respect of the Corporation considered on a consolidated basis;
(b) any material fact in respect of the Corporation considered on a consolidated basis which has arisen or has been discovered and would have been required to have been stated in any of the Offering Documents had the fact arisen or been discovered on, or prior to, the date of such document; and
(c) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents which fact or change is, or may be, of such a nature as to render any statement in such Offering Document misleading or untrue in any material respect or which would result in a misrepresentation in the Offering Document or which would result in any of the Offering Documents not complying (to the extent that such compliance is required) with Securities Laws. The Corporation shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Underwriter, acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws as a result of such fact or change; provided that the Corporation shall not file any Supplementary Material or other document without first providing the Underwriter with a copy of such Supplementary Material or other document and consulting with the Underwriter with respect to the form and content thereof. The Corporation shall in good faith discuss with the Underwriter any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt whether written notice need be given under this Section 5.
(21) If during the period of distribution of the Units Offered Shares there shall be any change in Canadian Securities Laws or other laws which results which, in the opinion of the Underwriter and its legal counsel, acting reasonably, requires the filing of any requirement to file Supplementary Material, upon written notice from the Underwriter, the Corporation will covenants and agrees with the Underwriter that it shall, to the satisfaction of the Underwriter, acting reasonably, promptly prepare and file such Supplementary Material with the appropriate Securities Commissions where such filing is required, provided that the Corporation shall have allowed the Underwriter and its counsel to participate in the preparation and review of any Supplementary Material.
(32) During the period from the date of this Agreement to the completion of the distribution of the UnitsOffered Shares, the Corporation will notify the Underwriter promptly:
(a) when any supplement to any of the Offering Documents or any Supplementary Material shall have been filed;
(b) of any request by any Securities Commission to amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Units, the Over-Allotment Option or the Compensation Options Offered Shares for offering, sale, issuance, sale or grant, as applicable, grant in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Units Offered Shares or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its commercially reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or any such order ceasing or suspending the distribution of the Units Offered Shares or the trading in any securities the shares of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 1 contract
Sources: Underwriting Agreement (Prophecy Development Corp.)
Material Change.
(1) During 12.1 The Corporation will promptly inform the Underwriters in writing during the period from the date of this Agreement prior to the completion of the distribution of the Units, Offered Securities of the Corporation covenants and agrees with the Underwriter that it shall promptly notify the Underwriter in writing with full particulars of:
(a) any material change (actual, anticipated, contemplated or threatened) in respect the assets, liabilities (contingent or otherwise), business, affairs, operations or capital of the Corporation considered on a consolidated basis;or any of the Project Holding Group Entities or Project Operating Entities; or
(b) any material fact change in respect any matter referred to in any Offering Document (other than any matter relating solely to any of the Corporation considered on a consolidated basis Underwriters); or
(c) any other fact, event or circumstance, which has arisen or has been discovered and would have been required to have been stated in the Preliminary Prospectus, the Final Prospectus or any of the Offering Documents Supplemental Material had the that fact or change arisen or been discovered on, or prior to, the date of such document; and
(c) any change in of the Preliminary Prospectus, the Final Prospectus or any material fact (Supplemental Material which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents which fact or change is, or may be, of such a nature as to render any of the Offering Documents or any statement in such Offering Document therein untrue or misleading or untrue in any material respect or which would result in any of the Offering Documents containing a misrepresentation in the Offering Document or which would result in any of the Offering Documents not complying (with any of the Securities Laws or which would reasonably be expected to have a significant effect on the extent that such compliance is required) market price or value of the Offered Securities.
12.2 The Corporation will promptly comply with all applicable filing and other requirements under the Securities Laws arising as a result of any change, fact, event or circumstance referred to in Section 12.1 and the Corporation will prepare and the Corporation will file under all applicable Securities Laws. The Corporation shall promptly, as promptly as possible, and in any event within any time limit prescribed under applicable time limitationSecurities Laws, complyany Supplemental Material as may be required under applicable Securities Laws or which, to in the satisfaction opinion of both the UnderwriterUnderwriters and the Corporation, acting reasonably, with all applicable filings and other requirements under Canadian Securities Laws as a result of such fact or changemay be advisable; provided that the Corporation shall allow the Underwriters and their counsel to participate fully in the preparation of any Supplemental Material and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfil their obligations as underwriters and in order to enable the Underwriters to execute responsibly any certificate required to be executed by them in any Supplemental Material and the Underwriters shall have approved the form of any Supplemental Material, such approval not file any Supplementary Material or other document without first providing to be unreasonably withheld and to be provided in a timely manner, and the Underwriter Corporation will otherwise comply with a copy all legal requirements necessary to continue to qualify the Offered Securities for distribution in each of such Supplementary Material or other document and consulting with the Underwriter with respect Qualifying Jurisdictions.
12.3 In addition to the form provisions of Sections 12.1 and content thereof. The 12.2, the Corporation shall will, in good faith faith, discuss with the Underwriter Underwriters any fact fact, change, event or change in circumstances circumstance (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt as to whether written notice need should be given to the Underwriters under this Section 5.
(2) If during the period of distribution of the Units there shall be any change in Canadian Securities Laws or other laws which results in any requirement to file Supplementary Material, the Corporation 12.1 and will promptly prepare and file such Supplementary Material consult with the appropriate Securities Commissions where such filing is required, provided that Underwriters with respect to the Corporation shall have allowed the Underwriter form and its counsel to participate in the preparation and review content of any Supplementary Material.
(3) During the period from the date of this Agreement Supplemental Material proposed to the completion of the distribution of the Units, the Corporation will notify the Underwriter promptly:
(a) when any supplement to any of the Offering Documents or any Supplementary Material shall have been filed;
(b) of any request be filed by any Securities Commission to amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Units, the Over-Allotment Option or the Compensation Options for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Units or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or any order ceasing or suspending the distribution of the Units or the trading in any securities of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 1 contract
Material Change.
(1a) During the period from the date of this Agreement to the completion of the distribution of the UnitsOffered Securities, the Corporation covenants and agrees with will promptly inform the Underwriter that it shall promptly notify the Underwriter Underwriters in writing with of the full particulars of:
(ai) any material change (actual, anticipated, contemplated anticipated or threatened) in respect or affecting the business, operations, revenues, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or results of operations of the Corporation considered on a consolidated basisor any Subsidiary;
(b) any material fact in respect of the Corporation considered on a consolidated basis which has arisen or has been discovered and would have been required to have been stated in any of the Offering Documents had the fact arisen or been discovered on, or prior to, the date of such document; and
(cii) any change in any material fact (which for the purposes of this Agreement shall be deemed contained or referred to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents which Preliminary Prospectus, the Prospectus or any Supplementary Material; and
(iii) the occurrence of a material fact or change event which, in any such case, is, or may reasonably be considered to be, of such a nature as to to:
(A) render the Preliminary Prospectus, the Prospectus or any statement in such Offering Document Supplementary Material untrue, false or misleading or untrue in any material respect or which would respect;
(B) result in a misrepresentation in the Offering Document Preliminary Prospectus, the Prospectus or which would any Supplementary Material; or
(C) result in the Preliminary Prospectus, the Prospectus or any Supplementary Material not complying in any material respect with Applicable Securities Laws, provided that if the Corporation is uncertain as to whether a material change, change, occurrence or event of the Offering Documents not complying (nature referred to in this section has occurred or been discovered, the Corporation shall promptly inform the Underwriters of the full particulars of the occurrence giving rise to the extent that uncertainty and shall consult with the Underwriters as to whether the occurrence is of such compliance is requirednature.
(b) with Securities Laws. The Corporation shall promptly, and in any event within any applicable time limitation, comply, will promptly comply to the reasonable satisfaction of the Underwriter, acting reasonably, Underwriters and the Underwriters’ counsel with all applicable filings and other requirements under Canadian Applicable Securities Laws as a result of such fact or change; provided that the Corporation shall not file any Supplementary Material or other document without first providing the Underwriter with a copy of such Supplementary Material or other document and consulting with the Underwriter with respect to the form and content thereof. The Corporation shall in good faith discuss with the Underwriter any fact material change, change, occurrence or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt whether written notice need be given under this Section 5.
(2) If during the period of distribution event of the Units there shall be any change nature referred to in Canadian Securities Laws subsections 6(a) or other laws which results in any requirement to file Supplementary Material, section 13 and the Corporation will prepare and, if applicable, file promptly prepare and file such at the Underwriters’ reasonable request any amendment to the Prospectuses or Supplementary Material with the appropriate as may be required under Applicable Securities Commissions where such filing is required, Laws; provided that the Corporation shall have allowed the Underwriter Underwriters and its the Underwriters’ counsel to participate fully in the preparation and review of any such amendment or Supplementary Material, to have reviewed any other documents incorporated by reference therein and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters responsibly to execute the certificate required to be executed by them in, or in connection with, any such amendment or Supplementary Material, such approval not to be unreasonably withheld and to be provided in a timely manner. The Corporation shall further promptly deliver to each of the Underwriters and the Underwriters’ counsel a copy of each Supplementary Material as filed with the Securities Commissions, and of letters with respect to each such Supplementary Material substantially similar to those referred to in section 4 above.
(3c) During the period from the date of this Agreement to the completion of the distribution of the UnitsOffered Securities, the Corporation will notify promptly provide to the Underwriter promptlyUnderwriters, for review, on a confidential basis, by the Underwriters and the Underwriters’ counsel, prior to filing or issuance:
(ai) when any supplement to any financial statement of the Offering Documents or any Supplementary Material shall have been filedCorporation;
(bii) of any request proposed document, including without limitation any amendment to the AIF, new annual information form, material change report, interim report, or information circular, which may be incorporated, or deemed to be incorporated, by any Securities Commission to amend or supplement reference in the Preliminary Prospectus or for additional informationthe Prospectus;
(ciii) of the suspension of the qualification of the Units, the Over-Allotment Option or the Compensation Options for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge press release of the Corporation, threatening of any proceedings for any such purpose; and
(div) of any amendment to the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Units Preliminary Prospectus or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or any order ceasing or suspending the distribution of the Units or the trading in any securities of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible timeProspectus.
Appears in 1 contract
Material Change.
(1) During 12.1 The Corporation will promptly inform the Underwriters in writing during the period from the date of this Agreement prior to the completion of the distribution of the Units, Offered Securities of the Corporation covenants and agrees with the Underwriter that it shall promptly notify the Underwriter in writing with full particulars of:
(a) any material change (actual, anticipated, contemplated or or, to the knowledge of the Corporation, threatened) in respect the assets, liabilities (contingent or otherwise), business, affairs, operations or capital of the Corporation considered on a consolidated basis;or any of the Project Holding Group Entities or Project Operating Entities; or
(b) any material fact change in respect any matter referred to in any Offering Document (other than any matter relating solely to any of the Corporation considered on a consolidated basis Underwriters); or
(c) any other fact, event or circumstance, which has arisen or has been discovered and would have been required to have been stated in the Final Shelf Prospectus, the Prospectus Supplement or any of the Offering Documents Supplemental Material had the that fact or change arisen or been discovered on, or prior to, the date of such document; and
(c) any change in of the Final Shelf Prospectus, the Preliminary Prospectus Supplement, the Prospectus Supplement or any material fact (Supplemental Material, which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents which fact or change is, or may be, of such a nature as to render any of the Offering Documents or any statement in such Offering Document therein untrue or misleading or untrue in any material respect or which would result in any of the Offering Documents containing a misrepresentation in the Offering Document or which would result in any of the Offering Documents not complying (with any of the Securities Laws or which would reasonably be expected to have a significant effect on the extent that such compliance is required) market price or value of the Offered Securities.
12.2 The Corporation will promptly comply with all applicable filing and other requirements under the Securities Laws arising as a result of any change, fact, event or circumstance referred to in Section 12.1 and the Corporation will prepare and the Corporation will file under all applicable Securities Laws. The Corporation shall promptly, as promptly as possible, and in any event within any time limit prescribed under applicable time limitationSecurities Laws, complyany Supplemental Material as may be required under applicable Securities Laws or which, to in the satisfaction opinion of both the UnderwriterUnderwriters and the Corporation, acting reasonably, with all applicable filings and other requirements under Canadian Securities Laws as a result of such fact or changemay be advisable; provided that the Corporation shall allow the Underwriters and their counsel to participate fully in the preparation of any Supplemental Material and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfil their obligations as underwriters and in order to enable the Underwriters to execute responsibly any certificate required to be executed by them in any Supplemental Material and the Underwriters shall have approved the form of any Supplemental Material, such approval not file any Supplementary Material or other document without first providing to be unreasonably withheld and to be provided in a timely manner, and the Underwriter Corporation will otherwise comply with a copy all legal requirements necessary to continue to qualify the Offered Securities for distribution in each of such Supplementary Material or other document and consulting with the Underwriter with respect Qualifying Jurisdictions.
12.3 In addition to the form provisions of Sections 12.1 and content thereof. The 12.2, the Corporation shall will, in good faith faith, discuss with the Underwriter Underwriters any fact fact, change, event or change in circumstances circumstance (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt as to whether written notice need should be given to the Underwriters under this Section 5.
(2) If during the period of distribution of the Units there shall be any change in Canadian Securities Laws or other laws which results in any requirement to file Supplementary Material, the Corporation 12.1 and will promptly prepare and file such Supplementary Material consult with the appropriate Securities Commissions where such filing is required, provided that Underwriters with respect to the Corporation shall have allowed the Underwriter form and its counsel to participate in the preparation and review content of any Supplementary Material.
(3) During the period from the date of this Agreement Supplemental Material proposed to the completion of the distribution of the Units, the Corporation will notify the Underwriter promptly:
(a) when any supplement to any of the Offering Documents or any Supplementary Material shall have been filed;
(b) of any request be filed by any Securities Commission to amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Units, the Over-Allotment Option or the Compensation Options for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Units or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or any order ceasing or suspending the distribution of the Units or the trading in any securities of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
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