Material Change. 6.1 The Company will promptly inform the Underwriters in writing during the period prior to the completion of the distribution of the Shares of the full particulars of: 6.1.1 any material change (whether actual, anticipated, contemplated or proposed by, or threatened against, the Company or its subsidiaries and whether financial or otherwise) in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, capital or control of the Company and its subsidiaries, considered as a whole; 6.1.2 any material fact which has arisen or has been discovered and would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on, or prior to, the date of any of the Offering Documents; or 6.1.3 any change in any material fact or any misstatement of any material fact contained in any of the Offering Documents or any event, development or state of facts that has occurred after the date of this Agreement, which, in any case, is of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents including as a result of any of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light of the circumstances in which it was made or which would result in any of the Offering Documents not complying in all material respects with the Securities Laws. 6.2 The Company will comply with section 57 of the Securities Act (Ontario) and with the comparable provisions of the Securities Laws of the other Qualifying Jurisdictions, and the Company will prepare and 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 legal requirements necessary to continue to qualify the Shares for distribution in each of the Qualifying Jurisdictions. 6.3 In addition to the provisions of sections 6.1 and 6.2, the Company will, in good faith, discuss with the Underwriters any change, event, development or fact contemplated in sections 6.1 and 6.2 which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters under section 6.1 and will consult with the Underwriters with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval by the Underwriters and their counsel, acting reasonably. 6.4 During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the Shares, the Company will promptly inform the Underwriters of the full particulars of: 6.4.1 any request of any Securities Commission for any amendment to the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or for any additional information in respect of the offering of the Shares; 6.4.2 the receipt by the Company of any material communication, whether written or oral, from any Regulatory Authority or any other competent authority, relating to the Final Prospectus or the distribution of the Shares; 6.4.3 any notice or other correspondence received by the Company from any Governmental Body requesting any information, meeting or hearing relating to the Company, its subsidiaries, the offering, the issue and sale of the Shares or any other event or state of affairs, that the Company reasonably believes would have a Material Adverse Effect; or 6.4.4 the issuance by any Regulatory Authority or any other competent authority, of any order to cease or suspend trading or distribution of any securities of the Company or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company.
Appears in 2 contracts
Sources: Underwriting Agreement (Fortuna Silver Mines Inc), Underwriting Agreement (Fortuna Silver Mines Inc)
Material Change. 6.1 The Company will promptly inform the Underwriters in writing during (1) During the period prior from the date of this Agreement to the completion of the distribution of the Shares of Offered Shares, the Corporation covenants and agrees with the Underwriters that it shall promptly notify the Underwriters in writing with full particulars of:
6.1.1 (a) any material change (whether actual, anticipated, contemplated or proposed by, or threatened against, the Company or its subsidiaries and whether financial or otherwisethreatened) in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, capital or control respect of the Company Corporation and its subsidiaries, the Subsidiary considered as on a wholeconsolidated basis;
6.1.2 (b) any material fact in respect of the Corporation which has arisen or has been discovered and would have been required to have been stated in any of the Offering Documents had that the fact arisen or been discovered on, or prior to, the date of any of the Offering Documentssuch document; orand
6.1.3 (c) any change in any material fact or any misstatement (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact fact) contained in any of the Offering Documents which fact or any eventchange is, development or state of facts that has occurred after the date of this Agreementmay be, which, in any case, is of such a nature as to render any of the statement in such Offering Documents Document misleading or untrue or misleading in any material respect or to which would result in any a misrepresentation in any of the Offering Documents including as a result of any of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light of the circumstances in which it was made Document or which would result in any of the Offering Documents not complying in all material respects (to the extent that such compliance is required) with the Securities Laws.
6.2 . The Company will comply with section 57 of the Securities Act (Ontario) and with the comparable provisions of the Securities Laws of the other Qualifying JurisdictionsCorporation shall promptly, and in any event within any applicable time limitation, comply, to the Company will prepare and will file promptly at the request of the Underwriters any Supplementary Material which, in the opinion satisfaction of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal applicable filings and other requirements necessary to continue to qualify under Canadian Securities Laws and U.S. Securities Laws as a result of such fact or change; provided that the Shares for distribution in each of the Qualifying Jurisdictions.
6.3 In addition to the provisions of sections 6.1 and 6.2, the Company will, in good faith, discuss with Corporation shall not file any Supplementary Material or other document without first providing the Underwriters any change, event, development or fact contemplated in sections 6.1 and 6.2 which is with a copy of such a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters under section 6.1 Supplementary Material or other document and will consult consulting with the Underwriters with respect to the form and content thereof. The Corporation shall in good faith discuss with the 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 Offered Shares 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 Underwriters and its counsel to participate in the preparation and review of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval by the Underwriters and their counsel, acting reasonablyMaterial.
6.4 (3) During the period commencing on from the date hereof until the Underwriters notify the Company of this Agreement to the completion of the distribution of the Offered Shares, the Company Corporation will promptly inform notify the Underwriters promptly:
(a) when any supplement to any of the full particulars of:
6.4.1 any request of any Securities Commission for any amendment to the Preliminary Prospectus, the Final Prospectus 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 any additional information in respect information;
(c) of the offering suspension of the Shares;
6.4.2 qualification of the receipt by Offered Shares or the Company Over-Allotment Option for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or of any material communication, whether written order suspending or oral, from any Regulatory Authority preventing the use of the Offering Documents (or any other competent authoritySupplementary Material) or of the institution or, relating to the Final Prospectus 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 Shares;
6.4.3 any notice or other correspondence received by the Company from any Governmental Body requesting any information, meeting or hearing relating to the Company, its subsidiaries, the offering, the issue and sale of the Offered Shares or any other event or state of affairs, that the Company reasonably believes would have a Material Adverse Effect; or
6.4.4 the issuance by any Regulatory Authority or any other competent authority, of any order to cease or suspend trading or distribution of in any securities of the Company Corporation, or of the institutioninstitution or, threat to the knowledge of institution the Corporation, threatening of any proceedings proceeding for that purpose any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any notice of investigation that could potentially result in an order to cease preventing or suspend trading suspending such use or such order ceasing or suspending the distribution of any securities the Offered Shares or the trading in the shares of the CompanyCorporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 2 contracts
Sources: Underwriting Agreement (Aphria Inc.), Underwriting Agreement (Aphria Inc.)
Material Change. 6.1 The Company will promptly inform the Underwriters in writing during (1) During the period prior from the date of this Agreement to the completion of the distribution of the Shares of Offered Securities, the Corporation covenants and agrees with the Underwriters that it shall promptly notify the Underwriters in writing with full particulars of:
6.1.1 (a) any material change (whether actual, anticipated, contemplated or proposed by, or threatened against, the Company or its subsidiaries and whether financial or otherwisethreatened) in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, capital or control respect of the Company and its subsidiaries, Corporation or the Subsidiaries considered as on a wholeconsolidated basis;
6.1.2 (b) any material fact in respect of the Corporation which has arisen or has been discovered and would have been required to have been stated in any of the Offering Documents had that the fact arisen or been discovered on, or prior to, the date of any of the Offering Documentssuch document; orand
6.1.3 (c) any change in any material fact or any misstatement (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact fact) contained in any of the Offering Documents which fact or any eventchange is, development or state of facts that has occurred after the date of this Agreementmay be, which, in any case, is of such a nature as to render any of the statement in such Offering Documents Document misleading or untrue or misleading in any material respect or to which would result in any a misrepresentation in any of the Offering Documents including as a result of any of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light of the circumstances in which it was made Document or which would result in any of the Offering Documents not complying in all material respects (to the extent that such compliance is required) with the Securities Laws.
6.2 The Company will comply with section 57 (2) During the period from the date of this Agreement to the completion of the Securities Act (Ontario) and with the comparable provisions distribution of the Securities Laws of Offered Securities, the other Qualifying JurisdictionsCorporation shall promptly, and in any event within any applicable time limitation, comply, to the Company will prepare and will file promptly at the request of the Underwriters any Supplementary Material which, in the opinion satisfaction of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal applicable filings and other requirements necessary to continue to qualify under Canadian Securities Laws and U.S. Securities Laws as a result of such fact or change; provided that the Shares for distribution in each of the Qualifying Jurisdictions.
6.3 In addition to the provisions of sections 6.1 and 6.2, the Company will, in good faith, discuss with Corporation shall not file any Prospectus Amendment or other document without first providing the Underwriters any change, event, development or fact contemplated in sections 6.1 and 6.2 which is with a copy of such a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters under section 6.1 Prospectus Amendment or other document and will consult consulting with the Underwriters with respect to the form and content thereof. The Corporation shall in good faith discuss with the 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 6.
(3) If during the period of distribution of the Offered Securities there shall be any Supplementary Material proposed change in Canadian Securities Laws or other laws which results in any requirement to be filed by file a Prospectus Amendment, the CompanyCorporation will promptly prepare and file such Prospectus Amendment with the appropriate Securities Commissions where such filing is required, it being understood and agreed provided that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval by Corporation shall have allowed the Underwriters and their counsel, acting reasonablyits counsel to participate in the preparation and review of any Prospectus Amendment.
6.4 (4) During the period commencing on from the date hereof until the Underwriters notify the Company of this Agreement to the completion of the distribution of the SharesOffered Securities, the Company Corporation will promptly inform notify the Underwriters of the full particulars ofpromptly:
6.4.1 (a) when any Prospectus Amendment has been filed;
(b) of any request of by any Securities Commission for any amendment Prospectus Amendment or for additional information;
(c) of the suspension of the qualification of any of the Offered Securities 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 Prospectus Amendment) or of the institution or, to the Preliminary Prospectusknowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the Final Prospectus issuance by any Securities Commission or any Supplementary Material or for any additional information in respect of the offering of the Shares;
6.4.2 the receipt by the Company stock exchange of any material communication, whether written order having the effect of ceasing or oral, from any Regulatory Authority or any other competent authority, relating to the Final Prospectus or suspending the distribution of the Shares;
6.4.3 any notice or other correspondence received by the Company from any Governmental Body requesting any information, meeting or hearing relating to the Company, its subsidiaries, the offering, the issue and sale of the Common Shares or any other event Warrants or state of affairs, that the Company reasonably believes would have a Material Adverse Effect; or
6.4.4 the issuance by any Regulatory Authority or any other competent authority, of any order to cease or suspend trading or distribution of in any securities of the Company Corporation, or of the institutioninstitution or, threat to the knowledge of institution the Corporation, threatening of any proceedings proceeding for that purpose any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any notice of investigation that could potentially result in an order to cease preventing or suspend trading suspending such use or such order ceasing or suspending the distribution of any securities the Common Shares or Warrants or the trading in the shares of the CompanyCorporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 2 contracts
Sources: Underwriting Agreement (Valens Company, Inc.), Underwriting Agreement (Valens Company, Inc.)
Material Change. 6.1 The Company will promptly inform the Underwriters in writing during β
(1) During the period prior from the date of this Agreement to the completion of the distribution of the Shares of Units, the Corporation covenants and agrees with the Underwriter that it shall promptly notify the Underwriter in writing with full particulars of:
6.1.1 (a) any material change (whether actual, anticipated, contemplated or proposed by, or threatened against, the Company or its subsidiaries and whether financial or otherwisethreatened) in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, capital or control respect of the Company and its subsidiaries, Corporation considered as on a wholeconsolidated basis;
6.1.2 (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 that the fact arisen or been discovered on, or prior to, the date of any of the Offering Documentssuch document; orand
6.1.3 (c) any change in any material fact or any misstatement (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact fact) contained in any of the Offering Documents which fact or any eventchange is, development or state of facts that has occurred after the date of this Agreementmay be, which, in any case, is of such a nature as to render any of the statement in such Offering Documents Document misleading or untrue or misleading in any material respect or to which would result in any a misrepresentation in any of the Offering Documents including as a result of any of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light of the circumstances in which it was made Document or which would result in any of the Offering Documents not complying in all material respects (to the extent that such compliance is required) with the Securities Laws.
6.2 . The Company will comply with section 57 Corporation shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Securities Act (Ontario) and with the comparable provisions of the Securities Laws of the other Qualifying Jurisdictions, and the Company will prepare and will file promptly at the request of the Underwriters any Supplementary Material which, in the opinion of the UnderwritersUnderwriter, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal applicable filings and other requirements necessary to continue to qualify under Canadian Securities Laws as a result of such fact or change; provided that the Shares for distribution in each 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 Qualifying Jurisdictions.
6.3 In addition Underwriter with respect to the provisions of sections 6.1 form and 6.2, the Company will, content thereof. The Corporation shall in good faith, faith discuss with the Underwriters Underwriter any changefact or change in circumstances (actual, eventanticipated, development contemplated or fact contemplated in sections 6.1 and 6.2 threatened, financial or otherwise) which is of such a nature that there may is or could be reasonable doubt as to whether written notice should 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 Underwriters under section 6.1 Corporation will promptly prepare and will consult file such Supplementary Material with the Underwriters with respect appropriate Securities Commissions where such filing is required, provided that the Corporation shall have allowed the Underwriter and its counsel to participate in the form preparation and content review of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval by the Underwriters and their counsel, acting reasonablyMaterial.
6.4 (3) During the period commencing on from the date hereof until the Underwriters notify the Company of this Agreement to the completion of the distribution of the SharesUnits, the Company Corporation will promptly inform notify the Underwriters Underwriter promptly:
(a) when any supplement to any of the full particulars of:
6.4.1 any request of any Securities Commission for any amendment to the Preliminary Prospectus, the Final Prospectus 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 any additional information in respect information;
(c) of the offering suspension of the Shares;
6.4.2 qualification of the receipt by Units, the Company Over-Allotment Option or the Compensation Options for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or of any material communication, whether written order suspending or oral, from any Regulatory Authority preventing the use of the Offering Documents (or any other competent authoritySupplementary Material) or of the institution or, relating to the Final Prospectus 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 Shares;
6.4.3 any notice Units or other correspondence received by the Company from any Governmental Body requesting any information, meeting or hearing relating to the Company, its subsidiaries, the offering, the issue and sale of the Shares or any other event or state of affairs, that the Company reasonably believes would have a Material Adverse Effect; or
6.4.4 the issuance by any Regulatory Authority or any other competent authority, of any order to cease or suspend trading or distribution of in any securities of the Company Corporation, or of the institutioninstitution or, threat to the knowledge of institution the Corporation, threatening of any proceedings proceeding for that purpose 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 notice of investigation that could potentially result in an order to cease ceasing or suspend trading or suspending the distribution of the Units or the trading in any securities of the CompanyCorporation 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. 6.1 12.1 The Company Issuer will promptly inform the Underwriters in writing during the period prior to the completion of the distribution of the Shares Closing Time of the full particulars of:
6.1.1 (a) any material change (whether actual, anticipated, contemplated or proposed by, or threatened against, the Company or its subsidiaries and whether financial or otherwisethreatened) in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, operations or capital or control of the Company and its subsidiaries, considered as a wholeIssuer;
6.1.2 (b) any material fact change in any matter referred to in any Offering Document (other than any matter relating solely to any of the 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 Offering Documents Final Prospectus or any Supplemental Material had that fact or change arisen or been discovered on, or prior to, the date of any of the Offering Documents; or
6.1.3 any change in any material fact Final Prospectus or any misstatement of any material fact contained in any of the Offering Documents Supplemental Material or any eventwhich is, development or state of facts that has occurred after the date of this Agreementmay be, which, in any case, is of such a nature as to render any of the Offering Documents or any statement therein untrue or misleading in any material respect or to which would result in any misrepresentation in any of the Offering Documents including as containing a result of any of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light of the circumstances in which it was made misrepresentation or which would result in any of the Offering Documents not complying in all material respects with the Securities Laws.
6.2 The Company will comply with section 57 of the Securities Act (Ontario) and with the comparable provisions any of the Securities Laws or which would reasonably be expected to have a significant effect on the market price or value of the Debentures or the Underlying Shares.
12.2 The Issuer will promptly comply with all applicable filing and other Qualifying Jurisdictionsrequirements under the Securities Laws arising as a result of any change, fact, event or circumstance referred to in Section 12.1 and the Company Issuer will prepare and the Issuer will file under all applicable Securities Laws, as promptly at the request of the Underwriters as possible, and in any Supplementary event within any time limit prescribed under applicable Securities Laws, any Supplemental Material as may be required under applicable Securities Laws or which, in the opinion of both the UnderwritersUnderwriters and the Issuer, acting reasonably, may be necessary or advisable; provided that the 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 to be unreasonably withheld and to be provided in a timely manner, and the Issuer will otherwise comply with all legal requirements necessary to continue to qualify the Shares Debentures for distribution in each of the Qualifying Jurisdictions.
6.3 12.3 In addition to the provisions of sections 6.1 Sections 12.1 and 6.212.2, the Company Issuer will, in good faith, discuss with the Underwriters any fact, change, eventevent or circumstance (actual, development anticipated, contemplated or fact contemplated in sections 6.1 and 6.2 threatened) which is of such a nature that there may is or could be reasonable doubt as to whether notice should be given to the Underwriters under section 6.1 Section 12.1 and will consult with the Underwriters with respect to the form and content of any Supplementary Supplemental Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval by the Underwriters and their counsel, acting reasonablyIssuer.
6.4 During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the Shares, the Company will promptly inform the Underwriters of the full particulars of:
6.4.1 any request of any Securities Commission for any amendment to the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or for any additional information in respect of the offering of the Shares;
6.4.2 the receipt by the Company of any material communication, whether written or oral, from any Regulatory Authority or any other competent authority, relating to the Final Prospectus or the distribution of the Shares;
6.4.3 any notice or other correspondence received by the Company from any Governmental Body requesting any information, meeting or hearing relating to the Company, its subsidiaries, the offering, the issue and sale of the Shares or any other event or state of affairs, that the Company reasonably believes would have a Material Adverse Effect; or
6.4.4 the issuance by any Regulatory Authority or any other competent authority, of any order to cease or suspend trading or distribution of any securities of the Company or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company.
Appears in 2 contracts
Sources: Underwriting Agreement (Student Transportation Inc.), Underwriting Agreement (Student Transportation Inc.)
Material Change. 6.1 (a) The Company Corporation will promptly inform the Underwriters Agents in writing during the period prior to the completion of the distribution of the Shares Debentures of the full particulars of:
6.1.1 (i) any material change (whether actual, anticipated, contemplated or proposed by, or threatened against, the Company or its subsidiaries and whether financial or otherwise) in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, capital or control of the Company and its subsidiaries, considered as a wholeMaterial Adverse Change;
6.1.2 (ii) any material fact which has arisen or has been discovered and that would have been required to have been stated in the an Offering Documents Document had that fact arisen or been discovered on, on or prior to, to the date of any of the such Offering DocumentsDocument; orand
6.1.3 (iii) any change in any material fact or any misstatement of any material fact contained in any of the Offering Documents or whether any event, development event or state of facts that has occurred after the date of this Agreement, which, in any case, is of such a nature as to could render any of the Offering Documents untrue or misleading in any material respect or to result in any a misrepresentation in any of the Offering Documents including as a result of any Documents.
(b) During the period prior to the completion of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light distribution of the circumstances in which it was made or which would result in any of Debentures, the Offering Documents not complying in all material respects with the Securities Laws.
6.2 The Company Corporation will comply with section 57 of the Securities Act (Ontario) and with the comparable provisions of the other Securities Laws of the other Qualifying JurisdictionsLaws, and the Company Corporation will prepare and will file promptly at the request of the Underwriters Agents any Supplementary Material which, in the opinion of the Underwriters, acting reasonablyAgents, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Shares Debentures for distribution in each of the Qualifying Jurisdictions.
6.3 (c) In addition to the provisions of sections 6.1 Sections 5(a) and 6.25(b), the Company Corporation will, in good faith, discuss with the Underwriters Lead Agents any change, event, development event or fact contemplated in sections 6.1 and 6.2 Section 5(a) which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters Agents under section 6.1 Section 5(a) and will consult with the Underwriters Agents with respect to the form and content of any Supplementary Material proposed to be filed by the CompanyCorporation, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval of such Supplementary Material by the Underwriters Agents and their counsel, acting reasonablycounsel (such approval not to be unreasonably withheld).
6.4 (d) During the period commencing on the date hereof until and ending on the Underwriters date the Agents notify the Company Corporation of the completion of the distribution of the SharesDebentures, the Company Corporation will, and will cause each of the Corporate Entities to, promptly inform the Underwriters Agents of the full particulars of:
6.4.1 : (i) any request of any Securities Commission for any amendment to the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or for any additional information in respect of connection with the offering of the Shares;
6.4.2 the receipt by the Company of any material communication, whether written or oral, from any Regulatory Authority or any other competent authority, relating to the Final Prospectus or the distribution of the Shares;
6.4.3 Offering; and (ii) any notice or other correspondence received by the Company any of them from any Governmental Body requesting commencing or threatening any information, meeting or hearing relating to the Company, its subsidiaries, the offering, the issue and sale investigation into any of the Shares Corporate Entities or any other event or state of affairs, that the Company reasonably believes would have a Material Adverse Effect; or
6.4.4 the issuance by any Regulatory Authority or any other competent authority, of any order to cease or suspend trading or distribution of any securities of the Company or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Companytheir businesses.
Appears in 2 contracts
Sources: Agency Agreement (CI Financial Corp.), Agency Agreement (CI Financial Corp.)
Material Change. 6.1 The Company will promptly inform the Underwriters in writing during (1) During the period prior from the date of this Agreement to the completion of the distribution of the Shares of Offered Shares, the Corporation covenants and agrees with the Underwriters that it shall promptly notify the Underwriters in writing with full particulars of:
6.1.1 (a) any material change (whether actual, anticipated, contemplated or proposed by, or threatened against, the Company or its subsidiaries and whether financial or otherwisethreatened) in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, capital or control respect of the Company Corporation and its subsidiaries, the Subsidiaries considered as on a wholeconsolidated basis;
6.1.2 (b) any material fact in respect of the Corporation which has arisen or has been discovered and would have been required to have been stated in any of the Offering Documents had that the fact arisen or been discovered on, or prior to, the date of any of the Offering Documentssuch document; orand
6.1.3 (c) any change in any material fact or any misstatement (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact fact) contained in any of the Offering Documents which fact or any eventchange is, development or state of facts that has occurred after the date of this Agreementmay be, which, in any case, is of such a nature as to render any of the statement in such Offering Documents Document misleading or untrue or misleading in any material respect or to which would result in any a misrepresentation in any of the Offering Documents including as a result of any of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light of the circumstances in which it was made Document or which would result in any of the Offering Documents not complying in all material respects (to the extent that such compliance is required) with the Securities Laws.
6.2 . The Company will comply with section 57 of the Securities Act (Ontario) and with the comparable provisions of the Securities Laws of the other Qualifying JurisdictionsCorporation shall promptly, and in any event within any applicable time limitation, comply, to the Company will prepare and will file promptly at the request of the Underwriters any Supplementary Material which, in the opinion satisfaction of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal applicable filings and other requirements necessary to continue to qualify under Canadian Securities Laws and U.S. Securities Laws as a result of such fact or change; provided that the Shares for distribution in each of the Qualifying Jurisdictions.
6.3 In addition to the provisions of sections 6.1 and 6.2, the Company will, in good faith, discuss with Corporation shall not file any Supplementary Material or other document without first providing the Underwriters any change, event, development or fact contemplated in sections 6.1 and 6.2 which is with a copy of such a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters under section 6.1 Supplementary Material or other document and will consult consulting with the Underwriters with respect to the form and content thereof. The Corporation shall in good faith discuss with the 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 Offered Shares 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 Underwriters and its counsel to participate in the preparation and review of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval by the Underwriters and their counsel, acting reasonablyMaterial.
6.4 (3) During the period commencing on from the date hereof until the Underwriters notify the Company of this Agreement to the completion of the distribution of the Offered Shares, the Company Corporation will promptly inform notify the Underwriters promptly:
(a) when any supplement to any of the full particulars of:
6.4.1 any request of any Securities Commission for any amendment to the Preliminary Prospectus, the Final Prospectus 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 any additional information in respect information;
(c) of the offering suspension of the Shares;
6.4.2 qualification of the receipt by Offered Shares or the Company Over-Allotment Option for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or of any material communication, whether written order suspending or oral, from any Regulatory Authority preventing the use of the Offering Documents (or any other competent authoritySupplementary Material) or of the institution or, relating to the Final Prospectus 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 Shares;
6.4.3 any notice or other correspondence received by the Company from any Governmental Body requesting any information, meeting or hearing relating to the Company, its subsidiaries, the offering, the issue and sale of the Offered Shares or any other event or state of affairs, that the Company reasonably believes would have a Material Adverse Effect; or
6.4.4 the issuance by any Regulatory Authority or any other competent authority, of any order to cease or suspend trading or distribution of in any securities of the Company Corporation, or of the institutioninstitution or, threat to the knowledge of institution the Corporation, threatening of any proceedings proceeding for that purpose any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any notice of investigation that could potentially result in an order to cease preventing or suspend trading suspending such use or such order ceasing or suspending the distribution of any securities the Offered Shares or the trading in the shares of the CompanyCorporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 1 contract
Sources: Underwriting Agreement (Aphria Inc.)
Material Change. 6.1 (1) The Company will promptly inform the Underwriters Agents in writing during the period prior to from the date of this Agreement until the completion of the distribution of the Shares Offered Securities of the full particulars of:
6.1.1 (a) any material change Material Change (whether actual, anticipated, contemplated contemplated, proposed or proposed by, or threatened against, the Company or its subsidiaries and whether financial or otherwise) in the assets, liabilities (contingent or otherwisethreatened), business, affairs, prospects, operations, capital or control of the Company and its subsidiaries, considered as a whole;
6.1.2 (b) any material fact which Material Fact that has arisen or has been discovered and would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on, or prior to, the date of any of the Offering Documents; or;
6.1.3 (c) any change in any material fact or any misstatement of any material fact Material Fact contained in any of the Offering Documents or whether any event, development event or state of facts that has occurred after the date execution of this Agreement, which, in any case, is of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents including as a result of any of the Offering Documents containing an untrue statement of a material fact Material Fact or omitting to state a material fact Material Fact required to be stated therein or necessary to make any statement therein not false or misleading in the light of the circumstances in which it was made or which would result in any of the Offering Documents not complying in all material respects with applicable Securities Laws or U.S. securities laws as the Securities Lawscase may be; or
(d) any amendment or modification to any of the constating documents of the Company.
6.2 (2) The Company will comply with section Section 25 of the Securities Act (QuΓ©bec) and with Section 57 of the Securities Act (Ontario) and with the comparable provisions of the other Securities Laws of the other Qualifying Jurisdictionsand any applicable U.S. federal and state securities laws, and the Company will prepare prepare, with the full participation of the Agents, and will file promptly at the request of the Underwriters Agents any Supplementary Material which, in the opinion of the UnderwritersAgents, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Shares Offered Securities for distribution in each of the Qualifying Jurisdictions, and for the offer and sale in the United States, pursuant to this Agreement. In such event, the Company will provide to the Agents such reports, comfort letters or opinions as may reasonably be requested by the Agents.
6.3 (3) In addition to the provisions of sections 6.1 Section 5.1(1) and 6.2Section 5.1(2), the Company will, in good faith, discuss with the Underwriters Agents any change, event, development event or fact contemplated in sections 6.1 Section 5.1(1) and 6.2 Section 5.1(2) which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters Agents under section 6.1 Section 5.1(1) and will consult with the Underwriters Agents with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval by the Underwriters Agents and their counsel, acting reasonably.
6.4 (4) During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the SharesOffered Securities, in the event that the Company becomes aware, in any manner, of any Material Change in respect of the Business, the Company will shall promptly inform the Underwriters Agents of the full particulars of:
6.4.1 any request of any Securities Commission for any amendment to the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or for any additional information in respect of the offering of the Shares;
6.4.2 the receipt by the Company of any material communication, whether written or oral, from any Regulatory Authority or any other competent authority, relating to the Final Prospectus or the distribution of the Shares;
6.4.3 any notice or other correspondence received by the Company from any Governmental Body requesting any information, meeting or hearing relating to the Company, its subsidiaries, the offering, the issue and sale of the Shares or any other event or state of affairs, that the Company reasonably believes would have a Material Adverse Effect; or
6.4.4 the issuance by any Regulatory Authority or any other competent authority, of any order to cease or suspend trading or distribution of any securities of the Company or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Companythereof.
Appears in 1 contract
Sources: Agency Agreement
Material Change. 6.1 The Company will promptly inform the Underwriters in writing during (1) During the period prior from the date of this Agreement to the completion of the distribution of the Shares of Offered Units, the Corporation covenants and agrees with the Agents that it shall promptly notify the Agents in writing with full particulars of:
6.1.1 (a) any material change (whether actual, anticipated, contemplated or proposed by, or threatened against, threatened) in respect of the Company or Corporation and its subsidiaries and whether financial or otherwise) in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, capital or control of the Company and its subsidiaries, considered as on a wholeconsolidated basis;
6.1.2 (b) any material fact in respect of the Corporation which has arisen or has been discovered and would have been required to have been stated in any of the Offering Documents had that the fact arisen or been discovered on, or prior to, the date of any of the Offering Documentssuch document; orand
6.1.3 (c) any change in any material fact or any misstatement (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact fact) contained in any of the Offering Documents which fact or any eventchange is, development or state of facts that has occurred after the date of this Agreementmay be, which, in any case, is of such a nature as to render any of the statement in such Offering Documents Document misleading or untrue or misleading in any material respect or to which would result in any a misrepresentation in any of the Offering Documents including as a result of any of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light of the circumstances in which it was made Document or which would result in any of the Offering Documents not complying in all material respects (to the extent that such compliance is required) with the Canadian Securities Laws.
6.2 (2) The Company will comply with section 57 Corporation shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Securities Act (Ontario) and with the comparable provisions of the Securities Laws of the other Qualifying Jurisdictions, and the Company will prepare and will file promptly at the request of the Underwriters any Supplementary Material which, in the opinion of the UnderwritersAgents, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal applicable filings and other requirements necessary to continue to qualify under Canadian Securities Laws as a result of such fact or change; provided that the Shares for distribution in each Corporation shall not file any Supplementary Material or other document without first providing the Agents with a copy of such Supplementary Material or other document and consulting with the Qualifying Jurisdictions.
6.3 In addition Agents with respect to the provisions of sections 6.1 form and 6.2, the Company will, content thereof. The Corporation shall in good faith, faith discuss with the Underwriters Agents any changefact or change in circumstances (actual, eventanticipated, development contemplated or fact contemplated in sections 6.1 and 6.2 threatened, financial or otherwise) which is of such a nature that there may is or could be reasonable doubt as to whether written notice should need be given under this Section 5.
(3) If during the period of distribution of the Offered Units there shall be any change in Canadian Securities Laws or other laws which results in any requirement to file Supplementary Material, the Underwriters under section 6.1 Corporation will promptly prepare and will consult file such Supplementary Material with the Underwriters with respect appropriate Securities Commissions where such filing is required, provided that the Corporation shall have allowed the Agents and its counsel to participate in the form preparation and content review of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval by the Underwriters and their counsel, acting reasonablyMaterial.
6.4 (4) During the period commencing on from the date hereof until the Underwriters notify the Company of this Agreement to the completion of the distribution of the SharesOffered Units, the Company Corporation will promptly inform notify the Underwriters Agents promptly:
(a) when any supplement to any of the full particulars of:
6.4.1 any request of any Securities Commission for any amendment to the Preliminary Prospectus, the Final Prospectus 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 any additional information in respect information;
(c) of the offering suspension of the Shares;
6.4.2 qualification of the receipt by Offered Units or the Company Over-Allotment Option for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or of any material communication, whether written order suspending or oral, from any Regulatory Authority preventing the use of the Offering Documents (or any other competent authoritySupplementary Material) or of the institution or, relating to the Final Prospectus 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 Shares;
6.4.3 any notice Offered Units or other correspondence received by the Company from any Governmental Body requesting any information, meeting or hearing relating to the Company, its subsidiaries, the offering, the issue and sale of the Shares or any other event or state of affairs, that the Company reasonably believes would have a Material Adverse Effect; or
6.4.4 the issuance by any Regulatory Authority or any other competent authority, of any order to cease or suspend trading or distribution of in any securities of the Company Corporation, or of the institutioninstitution or, threat to the knowledge of institution the Corporation, threatening of any proceedings proceeding for that purpose any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any notice of investigation that could potentially result in an order to cease preventing or suspend trading suspending such use or such order ceasing or suspending the distribution of the Offered Securities or the trading in any securities of the CompanyCorporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 1 contract
Sources: Agency Agreement
Material Change. 6.1 (a) The Company will Corporation shall promptly inform the Underwriters (and if requested by the Underwriters, confirm such notification in writing writing) during the period prior to the Underwriters notifying the Corporation of the completion of the distribution of the Offered Shares in accordance with Section 4(a) hereof of the full particulars of:
6.1.1 (i) any material change (whether actual, anticipated, contemplated or proposed by, or threatened against, the Company or its subsidiaries and whether financial or otherwise) in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, operations or capital or control of the Company Corporation and its subsidiaries, considered the Subsidiaries taken together as a whole;
6.1.2 any material fact which has arisen or has been discovered and would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on, or prior to, the date of any of the Offering Documents; or
6.1.3 (ii) any change in any material fact contained in the Preliminary Prospectuses, the Amended Preliminary Prospectuses, the Prospectuses, the Registration Statement or any misstatement of Supplementary Material (collectively, the "Offering Documents") or whether any material fact contained in any of the Offering Documents or any event, development event or state of facts that has occurred after the date of this Agreementhereof, which, in any case, is is, or may be, of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents including as a result of any of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light of the circumstances in which it was made Documents, or which would result in the Prospectuses, the Registration Statement or any of the Offering Documents Supplementary Material not complying in all material respects (to the extent that such compliance is required) with Applicable the Securities LawsLaws of any Qualifying Province or the United States.
6.2 (b) The Company Corporation will comply with section Section 57 of the Securities Act (Ontario) and with the comparable provisions of the other Securities Laws of the other Qualifying JurisdictionsLaws, and the Company Corporation will prepare and will file promptly at the request of the Underwriters any Supplementary Material which, in the opinion of the Underwriters, acting reasonably, which may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Offered Shares for distribution in each of the Qualifying JurisdictionsProvinces.
6.3 (c) In addition to the provisions of sections 6.1 Subsections 6(a) and 6.26(b) hereof, the Company will, Corporation shall in good faith, faith discuss with the Underwriters any change, event, development event or fact contemplated in sections 6.1 Subsections 6(a) and 6.2 6(b) which is of such a nature that there may is or could be reasonable doubt as to whether notice should be given to the Underwriters under section 6.1 Subsection 6(a) hereof and will shall consult with the Underwriters with respect to the form and content of any Supplementary Material amendment proposed to be filed by the CompanyCorporation, it being understood and agreed that no such Supplementary Material will amendment shall be filed with any Securities Commission prior to the review and approval thereof by the Underwriters and their counsel, acting reasonably.
6.4 During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the Shares, the Company will promptly inform the Underwriters of the full particulars of:
6.4.1 any request of any Securities Commission for any amendment to the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or for any additional information in respect of the offering of the Shares;
6.4.2 the receipt by the Company of any material communication, whether written or oral, from any Regulatory Authority or any other competent authority, relating to the Final Prospectus or the distribution of the Shares;
6.4.3 any notice or other correspondence received by the Company from any Governmental Body requesting any information, meeting or hearing relating to the Company, its subsidiaries, the offering, the issue and sale of the Shares or any other event or state of affairs, that the Company reasonably believes would have a Material Adverse Effect; or
6.4.4 the issuance by any Regulatory Authority or any other competent authority, of any order to cease or suspend trading or distribution of any securities of the Company or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company.
Appears in 1 contract
Material Change. 6.1 The Company will promptly inform the Underwriters in writing during (1) During the period prior from the date of this Agreement to the completion of the distribution of the Shares of Offered Shares, the Corporation covenants and agrees with the Underwriters that it shall promptly notify the Underwriters in writing with full particulars of:
6.1.1 (a) any material change (whether actual, anticipated, contemplated or proposed by, or threatened against, the Company or its subsidiaries and whether financial or otherwisethreatened) in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, capital or control respect of the Company and its subsidiaries, Corporation considered as on a wholeconsolidated basis;
6.1.2 (b) any material fact in respect of the Corporation which has arisen or has been discovered and would have been required to have been stated in any of the Offering Documents had that the fact arisen or been discovered on, or prior to, the date of any of the Offering Documentssuch document; orand
6.1.3 (c) any change in any material fact or any misstatement (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact fact) contained in any of the Offering Documents which fact or any eventchange is, development or state of facts that has occurred after the date of this Agreementmay be, which, in any case, is of such a nature as to render any of the statement in such Offering Documents Document misleading or untrue or misleading in any material respect or to which would result in any a misrepresentation in any of the Offering Documents including as a result of any of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light of the circumstances in which it was made Document or which would result in any of the Offering Documents not complying in all material respects (to the extent that such compliance is required) with the Securities Laws.
6.2 . The Company will comply with section 57 of the Securities Act (Ontario) and with the comparable provisions of the Securities Laws of the other Qualifying JurisdictionsCorporation shall promptly, and in any event within any applicable time limitation, comply, to the Company will prepare and will file promptly at the request of the Underwriters any Supplementary Material which, in the opinion satisfaction of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal applicable filings and other requirements necessary to continue to qualify under the Shares for distribution in each Canadian Securities Laws as a result of such fact or change; provided that the Qualifying Jurisdictions.
6.3 In addition to the provisions of sections 6.1 and 6.2, the Company will, in good faith, discuss with Corporation shall not file any Supplementary Material or other document without first providing the Underwriters any change, event, development or fact contemplated in sections 6.1 and 6.2 which is with a copy of such a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters under section 6.1 Supplementary Material or other document and will consult consulting with the Underwriters with respect to the form and content thereof. The Corporation shall in good faith discuss with the 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 Offered Shares there shall be any Supplementary Material proposed to be filed by change in Canadian Securities Laws which, in the Company, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval by opinion of the Underwriters and their legal counsel, acting reasonably, requires the filing of any Supplementary Material, upon written notice from the Underwriters, the Corporation 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.
6.4 (3) During the period commencing on from the date hereof until the Underwriters notify the Company of this Agreement to the completion of the distribution of the Offered Shares, the Company Corporation will promptly inform notify the Underwriters of the full particulars ofpromptly:
6.4.1 (a) when any request of any Securities Commission for any amendment supplement to the Preliminary Prospectus, the Final Prospectus 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 any additional information in respect information;
(c) of the offering suspension of the Shares;
6.4.2 qualification of the receipt by Offered Shares or the Company Over-Allotment Option for offering, sale or grant in any jurisdiction, or of any material communication, whether written order suspending or oral, from any Regulatory Authority preventing the use of the Offering Documents (or any other competent authoritySupplementary Material) or of the institution or, relating to the Final Prospectus 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 Shares;
6.4.3 any notice or other correspondence received by the Company from any Governmental Body requesting any information, meeting or hearing relating to the Company, its subsidiaries, the offering, the issue and sale of the Offered Shares or any other event or state of affairs, that the Company reasonably believes would have a Material Adverse Effect; or
6.4.4 the issuance by any Regulatory Authority or any other competent authority, of any order to cease or suspend trading or distribution of in any securities of the Company Corporation, or of the institutioninstitution or, threat to the knowledge of institution the Corporation, threatening of any proceedings proceeding for that purpose any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any notice of investigation that could potentially result in an order to cease preventing or suspend trading suspending such use or such order ceasing or suspending the distribution of any securities the Offered Shares or the trading in the shares of the CompanyCorporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 1 contract
Material Change. 6.1 The Company will promptly inform (1) Commencing on the Underwriters in writing during the period prior to date hereof and until the completion of the distribution Distribution of the Shares of Offered Units, the full particulars Corporation shall promptly notify the Agent in writing of:
6.1.1 (a) any material change (whether actual, anticipated, contemplated contemplated, proposed or proposed bythreatened, or threatened against, the Company or its subsidiaries and whether financial or otherwise) in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, capital or control Condition of the Company and its subsidiaries, considered as a wholeCorporation;
6.1.2 any material fact which has arisen or has been discovered and would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on, or prior to, the date of any of the Offering Documents; or
6.1.3 (b) any change in any material fact (which shall include the disclosure of any previously undisclosed material fact) contained in the Final Prospectus or any misstatement Supplementary Material; or
(c) the discovery of any material fact contained that would have been required to be disclosed in any of the Offering Documents Final Prospectus or any event, development Supplementary Material had it been discovered on or state of facts that has occurred after prior to the date of this Agreementsuch document, whichwhich is, in any caseor may be, is of such a nature as to render the Final Prospectus or any of the Offering Documents Supplementary Material misleading or untrue or misleading would result in a misrepresentation therein or would result in the Final Prospectus or any Supplementary Material not complying (to the extent such compliance is required) with Canadian Securities Laws.
(2) The Corporation will promptly (and in any material respect or to result in event within any misrepresentation in any of the Offering Documents including applicable time limitation) comply with all legal requirements under Canadian Securities Laws required as a result of any an event described in Section 8(1) in order to continue to qualify the Distribution of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in Offered Units, the light Compensation Options (and the Compensation Unit Shares issuable upon exercise thereof and the Compensation Unit Warrant Shares issuable upon exercise of the circumstances Compensation Unit Warrants) in which it was made or which would result in any an amount of 5% and the Corporate Finance Fee Unit Shares (and the Corporate Finance Fee Warrant Shares issuable upon exercise of the Offering Documents not complying Corporate Finance Fee Unit Warrants) in all material respects with the Securities Laws.
6.2 The Company will comply with section 57 an amount of 5% of the Securities Act (Ontario) and with the comparable provisions aggregate Offered Units in each of the Securities Laws of the other Qualifying Jurisdictions, including the prospectus amendment provisions of Canadian Securities Laws, and the Company Corporation will prepare and will file promptly at to the request satisfaction of the Underwriters Agent, acting reasonably, any Supplementary Material which, in the opinion of the Underwriters, acting reasonablyAgent, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Shares for distribution in each of the Qualifying Jurisdictions.
6.3 (3) In addition to the provisions of sections 6.1 Section 8(1) and 6.2Section 8(2), the Company Corporation will, in good faith, discuss with the Underwriters Agent any change, event, development event or fact contemplated in sections 6.1 and 6.2 Section 8(1) which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters Agent under section 6.1 Section 8(1) and will consult with the Underwriters Agent with respect to the form and content of any Supplementary Material proposed to be filed by the CompanyCorporation, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval by the Underwriters Agent and their counsel, acting reasonably.
6.4 During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the Shares, the Company will promptly inform the Underwriters of the full particulars of:
6.4.1 any request of any Securities Commission for any amendment to the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or for any additional information in respect of the offering of the Shares;
6.4.2 the receipt by the Company of any material communication, whether written or oral, from any Regulatory Authority or any other competent authority, relating to the Final Prospectus or the distribution of the Shares;
6.4.3 any notice or other correspondence received by the Company from any Governmental Body requesting any information, meeting or hearing relating to the Company, its subsidiaries, the offering, the issue and sale of the Shares or any other event or state of affairs, that the Company reasonably believes would have a Material Adverse Effect; or
6.4.4 the issuance by any Regulatory Authority or any other competent authority, of any order to cease or suspend trading or distribution of any securities of the Company or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company.Agentβs
Appears in 1 contract
Sources: Agency Agreement
Material Change. 6.1 The Company will promptly inform the Underwriters in writing during (1) During the period prior from the date of this Agreement to the completion of the distribution of the Shares of Offered Securities, the Corporation covenants and agrees with the Underwriters that it shall promptly notify the Underwriters in writing with full particulars of:
6.1.1 (a) any material change (whether actual, anticipated, contemplated or proposed by, or threatened against, the Company or its subsidiaries and whether financial or otherwisethreatened) in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, capital or control respect of the Company and its subsidiaries, Corporation or the Subsidiaries considered as on a wholeconsolidated basis;
6.1.2 (b) any material fact in respect of the Corporation which has arisen or has been discovered and would have been required to have been stated in any of the Offering Documents had that the fact arisen or been discovered on, or prior to, the date of any of the Offering Documentssuch document; orand
6.1.3 (c) any change in any material fact or any misstatement (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact fact) contained in any of the Offering Documents which fact or any eventchange is, development or state of facts that has occurred after the date of this Agreementmay be, which, in any case, is of such a nature as to render any of the statement in such Offering Documents Document misleading or untrue or misleading in any material respect or to which would result in any a misrepresentation in any of the Offering Documents including as a result of any of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light of the circumstances in which it was made Document or which would result in any of the Offering Documents not complying in all material respects (to the extent that such compliance is required) with the Securities Laws.
6.2 The Company will comply with section 57 (2) During the period from the date of this Agreement to the completion of the Securities Act (Ontario) and with the comparable provisions distribution of the Securities Laws Offered Securities, the Corporation shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the other Qualifying Jurisdictions, and the Company will prepare and will file promptly at the request of the Underwriters any Supplementary Material which, in the opinion of the UnderwritersLead Underwriter, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal applicable filings and other requirements necessary to continue to qualify under Canadian Securities Laws and U.S. Securities Laws as a result of such fact or change; provided that the Shares for distribution in each Corporation shall not file any Prospectus Amendment or other document without first providing the Lead Underwriter with a copy of such Prospectus Amendment or other document and consulting with the Qualifying Jurisdictions.
6.3 In addition Lead Underwriter with respect to the provisions of sections 6.1 form and 6.2, the Company will, content thereof. The Corporation shall in good faith, faith discuss with the Underwriters Lead Underwriter any changefact or change in circumstances (actual, eventanticipated, development contemplated or fact contemplated in sections 6.1 and 6.2 threatened, financial or otherwise) which is of such a nature that there may is or could be reasonable doubt as to whether written notice should need be given under this Section 6.
(3) If during the period of distribution of the Offered Securities there shall be any change in Canadian Securities Laws or other laws which results in any requirement to file a Prospectus Amendment, the Underwriters under section 6.1 Corporation will promptly prepare and will consult file such Prospectus Amendment with the appropriate Securities Commissions where such filing is required, provided that the Corporation shall have allowed the Lead Underwriters with respect and its counsel to participate in the form preparation and content review of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval by the Underwriters and their counsel, acting reasonablyProspectus Amendment.
6.4 (4) During the period commencing on from the date hereof until the Underwriters notify the Company of this Agreement to the completion of the distribution of the SharesOffered Securities, the Company Corporation will promptly inform notify the Underwriters of the full particulars ofLead Underwriter promptly:
6.4.1 (a) when any Prospectus Amendment has been filed;
(b) of any request of by any Securities Commission for any amendment Prospectus Amendment or for additional information;
(c) of the suspension of the qualification of any of the Offered Securities 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 Prospectus Amendment) or of the institution or, to the Preliminary Prospectusknowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the Final Prospectus issuance by any Securities Commission or any Supplementary Material or for any additional information in respect of the offering of the Shares;
6.4.2 the receipt by the Company stock exchange of any material communication, whether written order having the effect of ceasing or oral, from any Regulatory Authority or any other competent authority, relating to the Final Prospectus or suspending the distribution of the Shares;
6.4.3 any notice or other correspondence received by the Company from any Governmental Body requesting any information, meeting or hearing relating to the Company, its subsidiaries, the offering, the issue and sale of the Common Shares or any other event or state of affairs, that the Company reasonably believes would have a Material Adverse Effect; or
6.4.4 the issuance by any Regulatory Authority or any other competent authority, of any order to cease or suspend trading or distribution of in any securities of the Company Corporation, or of the institutioninstitution or, threat to the knowledge of institution the Corporation, threatening of any proceedings proceeding for that purpose any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any notice of investigation that could potentially result in an order to cease preventing or suspend trading suspending such use or such order ceasing or suspending the distribution of any securities the Common Shares or the trading in the shares of the CompanyCorporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 1 contract
Material Change. 6.1 5.1 The Company will promptly inform the Underwriters Agent in writing during the period prior to the completion of the distribution of the Shares of the full particulars of:
6.1.1 5.1.1 any material change (whether actual, anticipated, contemplated or proposed by, or threatened against, the Company or its subsidiaries and whether financial or otherwise) in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, capital or control of the Company and its subsidiariesCompany, considered as a whole, that would be material to the Company, considered as a whole;
6.1.2 5.1.2 any material fact which has arisen or has been discovered and would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on, or prior to, the date of any of the Offering Documents; or
6.1.3 5.1.3 any change in any material fact or any misstatement of any material fact contained in any of the Offering Documents or any event, development or state of facts new material fact that has occurred or been discovered after the date of this Agreement, which, in any case, is of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents including as a result of any of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light of the circumstances in which it was made or which would result in any of the Offering Documents not complying in all material respects with the Securities Laws.
6.2 5.2 The Company will comply with section 57 Section 6.6(1) of National Instrument 41-101 and Section 57(1) of the Securities Act (Ontario) and with the comparable provisions of the Securities Laws of the other Qualifying Jurisdictions), and the Company will prepare and will file promptly at the request of the Underwriters Agent any Supplementary Material which, in the opinion of the UnderwritersAgent, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Shares for distribution in each of the Qualifying Jurisdictions.
6.3 5.3 In addition to the provisions of sections 6.1 Sections 5.1 and 6.25.2, the Company will, in good faith, discuss with the Underwriters Agent any change, event, development change or fact contemplated in sections 6.1 and 6.2 Section 5.1 which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters Agent under section 6.1 Section 5.1 and will consult with the Underwriters Agent with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval by the Underwriters Agent and their its counsel, acting reasonably.
6.4 During 5.4 The Company, will promptly inform the Agent in writing during the period commencing on the date hereof until the Underwriters notify the Company of prior to the completion of the distribution of the Shares, the Company will promptly inform the Underwriters Shares of the full particulars of:
6.4.1 5.4.1 any request of any Securities Commission Regulatory Authority for any amendment to the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or for any additional information in respect of the offering distribution of the SharesShares or the Company;
6.4.2 5.4.2 the receipt by the Company of any material communication, whether written or oral, from any Regulatory Authority or any other competent authority, relating to the Final Prospectus Offering Documents or the distribution of the Shares;
6.4.3 5.4.3 any notice or other correspondence received by the Company from any Governmental Body requesting any information, meeting or hearing relating to the Company, its subsidiaries, the offering, the issue and sale distribution of the Shares or any other event or state of affairs, affairs that the Company reasonably believes would could have a Material Adverse Effect; or
6.4.4 5.4.4 the issuance by any Regulatory Authority or any other competent authority, of any order to cease or suspend trading or distribution of any securities of the Company Ordinary Shares, or of the institution, or threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the CompanyOrdinary Shares.
Appears in 1 contract
Sources: Agency Agreement
Material Change. 6.1 The Company will promptly inform the Underwriters in writing during (1) During the period prior from the date of this Agreement to the completion of the distribution of the Shares of Offered Securities, the Corporation covenants and agrees with the Underwriters that it shall promptly notify the Underwriters in writing with full particulars of:
6.1.1 (a) any material change (whether actual, anticipated, contemplated or proposed by, or threatened against, the Company or its subsidiaries and whether financial or otherwisethreatened) in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, capital or control respect of the Company Corporation and its subsidiaries, the Subsidiaries considered as on a wholeconsolidated basis or any development involving a prospective material change;
6.1.2 (b) any new or any change in a material fact which has arisen or has been discovered and would have been required to have been stated in any of the Offering Documents had that the fact arisen or been discovered on, or prior to, the date of any of the Offering Documentssuch document; orand
6.1.3 (c) any change in any material fact or any misstatement (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact fact) 18 contained in any of the Offering Documents which fact or any eventchange is, development or state of facts that has occurred after the date of this Agreementmay be, which, in any case, is of such a nature as to render any of the statement in such Offering Documents Document misleading or untrue or misleading in any material respect or to which would result in any a misrepresentation in any of the Offering Documents including as a result of any of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light of the circumstances in which it was made Document or which would result in any of the Offering Documents not complying in all material respects (to the extent that such compliance is required) with the Securities Laws.
6.2 . The Company will comply with section 57 of the Securities Act (Ontario) and with the comparable provisions of the Securities Laws of the other Qualifying JurisdictionsCorporation shall promptly, and in any event within any applicable time limitation, comply, to the Company will prepare and will file promptly at the request of the Underwriters any Supplementary Material which, in the opinion satisfaction of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal applicable filings and other requirements necessary to continue to qualify under Canadian Securities Laws and U.S. Securities Laws as a result of such fact or change; provided that the Shares for distribution in each of the Qualifying Jurisdictions.
6.3 In addition to the provisions of sections 6.1 and 6.2, the Company will, in good faith, discuss with Corporation shall not file any Supplementary Material or other document without first providing the Underwriters any change, event, development or fact contemplated in sections 6.1 and 6.2 which is with a copy of such a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters under section 6.1 Supplementary Material or other document and will consult consulting with the Underwriters with respect to the form and content thereof. The Corporation shall in good faith discuss with the 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 Offered Securities 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 Underwriters and its counsel to participate in the preparation and review of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval by the Underwriters and their counsel, acting reasonablyMaterial.
6.4 (3) During the period commencing on from the date hereof until the Underwriters notify the Company of this Agreement to the completion of the distribution of the SharesOffered Securities, the Company Corporation will promptly inform notify the Underwriters promptly:
(a) when any supplement to any of the full particulars of:
6.4.1 any request of any Securities Commission for any amendment to the Preliminary Prospectus, the Final Prospectus 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 any additional information in respect information;
(c) of the offering suspension of the qualification of the Common Shares;
6.4.2 , the receipt by Warrants or the Company Over-Allotment Option for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or of any material communication, whether written order suspending or oral, from any Regulatory Authority preventing the use of the Offering Documents (or any other competent authoritySupplementary Material) or of the institution or, relating to the Final Prospectus or the distribution knowledge of the Shares;Corporation, threatening of any proceedings for any such purpose; and
6.4.3 any notice or other correspondence received by the Company from any Governmental Body requesting any information, meeting or hearing relating to the Company, its subsidiaries, the offering, the issue and sale (d) of the Shares or any other event or state of affairs, that the Company reasonably believes would have a Material Adverse Effect; or
6.4.4 the issuance by any Regulatory Authority Securities Commission or any other competent authority, stock exchange of any order to cease having the effect of ceasing or suspend trading or suspending the distribution of any securities of the Company Corporation (including the Offered Securities and the Compensation Securities), or, to the knowledge of the Corporation, of the institution or threatening of any proceeding for any such purpose. The Corporation will use its reasonable efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the CompanyCorporation (including the Offered Securities and the Compensation Securities) or the trading in the Common Shares and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 1 contract
Sources: Underwriting Agreement (Cybin Inc.)
Material Change. 6.1 (a) The Company will promptly inform the Underwriters Agent in writing during the period prior to the completion of the distribution of the Shares Units of the full particulars of:
6.1.1 (i) any material change (whether actual, anticipated, contemplated or proposed by, or threatened against, the Company or its subsidiaries and whether financial or otherwise) in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, capital or control of the Company and its subsidiaries, considered as a wholechange;
6.1.2 (ii) any material fact which has arisen or has been discovered and that would have been required to have been stated in the an Offering Documents Document had that fact arisen or been discovered on, on or prior to, to the date of any of the such Offering DocumentsDocument; orand
6.1.3 (iii) any change in any material fact or any misstatement of any material fact contained in any of the Offering Documents or whether any event, development event or state of facts that has occurred after the date of this Agreement, which, in any case, is of such a nature as to could render any of the Offering Documents untrue or misleading in any material respect or to result in any a misrepresentation in any of the Offering Documents including as a result of any Documents.
(b) During the period prior to the completion of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light distribution of the circumstances in which it was made or which would result in any of Units, the Offering Documents not complying in all material respects with the Securities Laws.
6.2 The Company will comply with section 57 of the Securities Act (Ontario) and with the comparable provisions of the Securities Laws of the other Qualifying Jurisdictionssecurities laws, and the Company will prepare and will file promptly at the request of the Underwriters Agent any Supplementary Material which, in the reasonable opinion of the Underwriters, acting reasonablyAgent, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Shares Units for distribution in each of the Qualifying Jurisdictions.
6.3 (c) In addition to the provisions of sections 6.1 Sections 5(a) and 6.25(b), the Company will, in good faith, discuss with the Underwriters Agent any change, event, development event or fact contemplated in sections 6.1 and 6.2 Section 5(a) which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters it under section 6.1 Section 5(a) and will consult with the Underwriters Agent with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval of such Supplementary Material by the Underwriters and their counsel, acting reasonablyAgent (such approval not to be unreasonably withheld or delayed).
6.4 (d) During the period commencing on the date hereof until and ending on the Underwriters notify date the Agent notifies the Company of the completion of the distribution of the SharesUnits, the Company will, and will cause each of the Corporate Entities to, promptly inform the Underwriters Agents of the full particulars of:
6.4.1 : (i) any request of any Securities Commission for any amendment to the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or for any additional information in respect of connection with the offering of the Shares;Offering; and
6.4.2 the receipt by the Company of any material communication, whether written or oral, from any Regulatory Authority or any other competent authority, relating to the Final Prospectus or the distribution of the Shares;
6.4.3 (ii) any notice or other correspondence received by the Company any of them from any Governmental Body requesting commencing or threatening any information, meeting investigation into any of the Corporate Entities or hearing relating their businesses to the Company, its subsidiaries, the offering, the issue and sale of the Shares or extent any other event or state of affairs, that the Company such investigation could reasonably believes would have be expected to result in a Material Adverse Effect; or
6.4.4 the issuance by any Regulatory Authority or any other competent authority, of any order to cease or suspend trading or distribution of any securities of the Company or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the CompanyChange.
Appears in 1 contract
Sources: Agency Agreement
Material Change. 6.1 12.1 The Company Corporation will promptly inform the Underwriters in writing during the period prior to the completion of the distribution of the Shares Offered Securities of the full particulars of:
6.1.1 (a) any material change (whether actual, anticipated, contemplated or proposed byor, or threatened againstto the knowledge of the Corporation, the Company or its subsidiaries and whether financial or otherwisethreatened) in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, operations or capital or control of the Company and its subsidiariesCorporation or any of the Project Holding Group Entities or Project Operating Entities; or
(b) any change in any matter referred to in any Offering Document (other than any matter relating solely to any of the Underwriters); or
(c) any other fact, considered as a whole;
6.1.2 any material fact event or circumstance, which has arisen or has been discovered and would have been required to have been stated in the Offering Documents Final Shelf Prospectus, the Prospectus Supplement or any Supplemental Material had that fact or change arisen or been discovered on, or prior to, the date of any of the Offering Documents; or
6.1.3 any change in any material fact Final Shelf Prospectus, the Preliminary Prospectus Supplement, the Prospectus Supplement or any misstatement of any material fact contained in any of the Offering Documents Supplemental Material, which is, or any eventmay be, development or state of facts that has occurred after the date of this Agreement, which, in any case, is of such a nature as to render any of the Offering Documents or any statement therein untrue or misleading in any material respect or to which would result in any misrepresentation in any of the Offering Documents including as containing a result of any of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light of the circumstances in which it was made misrepresentation or which would result in any of the Offering Documents not complying in all material respects with the Securities Laws.
6.2 The Company will comply with section 57 of the Securities Act (Ontario) and with the comparable provisions any of the Securities Laws or which would reasonably be expected to have a significant effect on the market price or value of the Offered Securities.
12.2 The Corporation will promptly comply with all applicable filing and other Qualifying Jurisdictionsrequirements under the Securities Laws arising as a result of any change, fact, event or circumstance referred to in Section 12.1 and the Company Corporation will prepare and the Corporation will file under all applicable Securities Laws, as promptly at the request of the Underwriters as possible, and in any Supplementary event within any time limit prescribed under applicable Securities Laws, any Supplemental Material as may be required under applicable Securities Laws or which, in the opinion of both the UnderwritersUnderwriters and the Corporation, acting reasonably, may be necessary or 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 to be unreasonably withheld and to be provided in a timely manner, and the Corporation will otherwise comply with all legal requirements necessary to continue to qualify the Shares Offered Securities for distribution in each of the Qualifying Jurisdictions.
6.3 12.3 In addition to the provisions of sections 6.1 Sections 12.1 and 6.212.2, the Company Corporation will, in good faith, discuss with the Underwriters any fact, change, eventevent or circumstance (actual, development anticipated, contemplated or fact contemplated in sections 6.1 and 6.2 threatened) which is of such a nature that there may is or could be reasonable doubt as to whether notice should be given to the Underwriters under section 6.1 Section 12.1 and will consult with the Underwriters with respect to the form and content of any Supplementary Supplemental Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval by the Underwriters and their counsel, acting reasonablyCorporation.
6.4 During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the Shares, the Company will promptly inform the Underwriters of the full particulars of:
6.4.1 any request of any Securities Commission for any amendment to the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or for any additional information in respect of the offering of the Shares;
6.4.2 the receipt by the Company of any material communication, whether written or oral, from any Regulatory Authority or any other competent authority, relating to the Final Prospectus or the distribution of the Shares;
6.4.3 any notice or other correspondence received by the Company from any Governmental Body requesting any information, meeting or hearing relating to the Company, its subsidiaries, the offering, the issue and sale of the Shares or any other event or state of affairs, that the Company reasonably believes would have a Material Adverse Effect; or
6.4.4 the issuance by any Regulatory Authority or any other competent authority, of any order to cease or suspend trading or distribution of any securities of the Company or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company.
Appears in 1 contract
Material Change. 6.1 5.1 The Company will promptly inform the Underwriters Agents in writing during the period prior to the completion of the distribution of the Shares of the full particulars of:
6.1.1 5.1.1 any material change (whether actual, anticipated, contemplated or proposed by, or threatened against, the Company or its subsidiaries and whether financial or otherwise) in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, capital or control of the Company and its subsidiariesCompany, considered as a whole, that would be material to the Company, considered as a whole;
6.1.2 5.1.2 any material fact which has arisen or has been discovered and would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on, or prior to, the date of any of the Offering Documents; or
6.1.3 5.1.3 any change in any material fact or any misstatement of any material fact contained in any of the Offering Documents or any event, development or state of facts new material fact that has occurred or been discovered after the date of this Agreement, which, in any case, is of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents including as a result of any of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light of the circumstances in which it was made or which would result in any of the Offering Documents not complying in all material respects with the Securities Laws.
6.2 5.2 The Company will comply with section 57 Section 6.6(1) of National Instrument 41-101 and Section 57(1) of the Securities Act (Ontario) and with the comparable provisions of the Securities Laws of the other Qualifying Jurisdictions), and the Company will prepare and will file promptly at the request of the Underwriters Agents any Supplementary Material which, in the opinion of the UnderwritersAgents, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Shares for distribution in each of the Qualifying Jurisdictions.:
6.3 5.3 In addition to the provisions of sections 6.1 Sections 5.1 and 6.25.2, the Company will, in good faith, discuss with the Underwriters Agents any change, event, development change or fact contemplated in sections 6.1 and 6.2 Section 5.1 which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters Agents under section 6.1 Section 5.1 and will consult with the Underwriters Agents with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval by the Underwriters Agents and their counsel, acting reasonably.
6.4 During 5.4 The Company, will promptly inform the Agents in writing during the period commencing on the date hereof until the Underwriters notify the Company of prior to the completion of the distribution of the Shares, the Company will promptly inform the Underwriters Shares of the full particulars of:
6.4.1 5.4.1 any request of any Securities Commission Regulatory Authority for any amendment to the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or for any additional information in respect of the offering distribution of the SharesShares or the Company;
6.4.2 5.4.2 the receipt by the Company of any material communication, whether written or oral, from any Regulatory Authority or any other competent authority, relating to the Final Prospectus Offering Documents or the distribution of the Shares;
6.4.3 5.4.3 any notice or other correspondence received by the Company from any Governmental Body requesting any information, meeting or hearing relating to the Company, its subsidiaries, the offering, the issue and sale distribution of the Shares or any other event or state of affairs, affairs that the Company reasonably believes would could have a Material Adverse Effect; or
6.4.4 5.4.4 the issuance by any Regulatory Authority or any other competent authority, of any order to cease or suspend trading or distribution of any securities of the Company Ordinary Shares, or of the institution, or threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the CompanyOrdinary Shares.
Appears in 1 contract
Sources: Agency Agreement
Material Change. 6.1 5.1 The Company Company, CanArgo and the Selling Shareholder will promptly inform the Underwriters Agents in writing during the period prior to the completion of the distribution of the Shares of the full particulars of:
6.1.1 5.1.1 any material change (whether actual, anticipated, contemplated or proposed by, or threatened against, the Company or its subsidiaries and whether financial or otherwise) in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, capital or control of the Company and its subsidiariesCompany, considered as a whole, that would be material to the Company, considered as a whole;
6.1.2 5.1.2 any material fact which has arisen or has been discovered and would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on, or prior to, the date of any of the Offering Documents; or
6.1.3 5.1.3 any change in any material fact or any misstatement of any material fact contained in any of the Offering Documents or any event, development or state of facts new material fact that has occurred or been discovered after the date of this Agreement, which, in any case, is of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents including as a result of any of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light of the circumstances in which it was made or which would result in any of the Offering Documents not complying in all material respects with the Securities Laws.
6.2 5.2 The Company will comply with section 57 Section 115 of the Securities Act (OntarioAlberta) and with the comparable provisions of the Securities Laws of the other Qualifying Jurisdictions, and the Company will prepare and will file promptly at the request of the Underwriters Agents any Supplementary Material which, in the opinion of the UnderwritersAgents, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Shares for distribution in each of the Qualifying JurisdictionsJurisdictions and each of CanArgo and the Selling Shareholder shall cooperate with and assist the Company, acting reasonably, for purposes of facilitating compliance by the Company with the provisions of this Section 5.2.
6.3 5.3 In addition to the provisions of sections 6.1 Sections 5.1 and 6.25.2, the Company Company, CanArgo and the Selling Shareholder will, in good faith, discuss with the Underwriters Agents any change, event, development change or fact contemplated in sections 6.1 and 6.2 Section 5.1 which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters Agents under section 6.1 Section 5.1 and will consult with the Underwriters Agents with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval by the Underwriters Agents and their counsel, acting reasonably.
6.4 During 5.4 The Company, CanArgo and the Selling Shareholder, as applicable, will promptly inform the Agents in writing during the period commencing on the date hereof until the Underwriters notify the Company of prior to the completion of the distribution of the Shares, the Company will promptly inform the Underwriters Shares of the full particulars of:
6.4.1 5.4.1 any request of any Securities Commission Regulatory Authority for any amendment to the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or for any additional information in respect of the offering distribution of the Shares, the Company, CanArgo or the Selling Shareholder;
6.4.2 5.4.2 the receipt by the Company Company, CanArgo or the Selling Shareholder of any material communication, whether written or oral, from any Regulatory Authority or any other competent authority, relating to the Final Prospectus Offering Documents or the distribution of the Shares;
6.4.3 5.4.3 any notice or other correspondence received by the Company Company, CanArgo or the Selling Shareholder from any Governmental Body requesting any information, meeting or hearing relating to the Company, its subsidiaries, the offering, the issue and sale distribution of the Shares or any other event or state of affairs, affairs that the Company or the Selling Shareholder reasonably believes would could have a Material Adverse Effect; or
6.4.4 5.4.4 the issuance by any Regulatory Authority or any other competent authority, of any order to cease or suspend trading or distribution of any securities of the Company Ordinary Shares, or of the institution, or threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the CompanyOrdinary Shares.
Appears in 1 contract
Material Change. 6.1 (a) The Company will promptly inform the Underwriters Agent in writing during the period prior to the completion of the distribution of the Shares Units of the full particulars of:
6.1.1 (i) any material change (whether actual, anticipated, contemplated or proposed by, or threatened against, the Company or its subsidiaries and whether financial or otherwise) in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, capital or control of the Company and its subsidiaries, considered as a wholechange;
6.1.2 (ii) any material fact which has arisen or has been discovered and that would have been required to have been stated in the an Offering Documents Document had that fact arisen or been discovered on, on or prior to, to the date of any of the such Offering DocumentsDocument; orand
6.1.3 (iii) any change in any material fact or any misstatement of any material fact contained in any of the Offering Documents or whether any event, development event or state of facts that has occurred after the date of this Agreement, which, in any case, is of such a nature as to could render any of the Offering Documents untrue or misleading in any material respect or to result in any a misrepresentation in any of the Offering Documents including as a result of any Documents.
(b) During the period prior to the completion of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light distribution of the circumstances in which it was made or which would result in any of Units, the Offering Documents not complying in all material respects with the Securities Laws.
6.2 The Company will comply with section 57 of the Securities Act (Ontario) and with the comparable provisions of the Securities Laws of the other Qualifying Jurisdictionssecurities laws, and the Company will prepare and will file promptly at the request of the Underwriters Agent any Supplementary Material which, in the reasonable opinion of the Underwriters, acting reasonablyAgent, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Shares Units for distribution in each of the Qualifying Jurisdictions.
6.3 (c) In addition to the provisions of sections 6.1 Sections 5(a) and 6.25(b), the Company will, in good faith, discuss with the Underwriters Agent any change, event, development event or fact contemplated in sections 6.1 and 6.2 Section 5(a) which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters Agent under section 6.1 Section 5(a) and will consult with the Underwriters Agent with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval of such Supplementary Material by the Underwriters and their counsel, acting reasonablyAgent (such approval not to be unreasonably withheld or delayed).
6.4 (d) During the period commencing on the date hereof until and ending on the Underwriters notify date the Agent notifies the Company of the completion of the distribution of the SharesUnits, the Company will, and will cause each of the Corporate Entities to, promptly inform the Underwriters Agent of the full particulars of:
6.4.1 : (i) any request of any Securities Commission for any amendment to the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or for any additional information in respect of connection with the offering of the Shares;
6.4.2 the receipt by the Company of any material communication, whether written or oral, from any Regulatory Authority or any other competent authority, relating to the Final Prospectus or the distribution of the Shares;
6.4.3 Offering; and (ii) any notice or other correspondence received by the Company any of them from any Governmental Body requesting commencing or threatening any information, meeting investigation into any of the Corporate Entities or hearing relating their businesses to the Company, its subsidiaries, the offering, the issue and sale of the Shares or extent any other event or state of affairs, that the Company such investigation could reasonably believes would have be expected to result in a Material Adverse Effect; or
6.4.4 the issuance by any Regulatory Authority or any other competent authority, of any order to cease or suspend trading or distribution of any securities of the Company or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the CompanyChange.
Appears in 1 contract
Sources: Agency Agreement
Material Change. 6.1 5.1 The Company Company, CanArgo and the Selling Shareholder will promptly inform the Underwriters Agents in writing during the period prior to the completion of the distribution of the Shares of the full particulars of:
6.1.1 5.1.1 any material change (whether actual, anticipated, contemplated or proposed by, or threatened against, the Company or its subsidiaries and whether financial or otherwise) in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, operations,β capital or control of the Company and its subsidiariesCompany, considered as a whole, that would be material to the Company, considered as a whole;
6.1.2 5.1.2 any material fact which has arisen or has been discovered and would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on, or prior to, the date of any of the Offering Documents; or
6.1.3 5.1.3 any change in any material fact or any misstatement of any material fact contained in any of the Offering Documents or any event, development or state of facts new material fact that has occurred or been discovered after the date of this Agreement, which, in any case, is of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents including as a result of any of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light of the circumstances in which it was made or which would result in any of the Offering Documents not complying in all material respects with the Securities Laws.
6.2 5.2 The Company will comply with section 57 Section 115 of the Securities Act (OntarioAlberta) and with the comparable provisions of the Securities Laws of the other Qualifying Jurisdictions, and the Company will prepare and will file promptly at the request of the Underwriters Agents any Supplementary Material which, in the opinion of the UnderwritersAgents, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Shares for distribution in each of the Qualifying JurisdictionsJurisdictions and each of CanArgo and the Selling Shareholder shall cooperate with and assist the Company, acting reasonably, for purposes of facilitating compliance by the Company with the provisions of this Section 5.2.
6.3 5.3 In addition to the provisions of sections 6.1 Sections 5.1 and 6.25.2, the Company Company, CanArgo and the Selling Shareholder will, in good faith, discuss with the Underwriters Agents any change, event, development change or fact contemplated in sections 6.1 and 6.2 Section 5.1 which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters Agents under section 6.1 Section 5.1 and will consult with the Underwriters Agents with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval by the Underwriters Agents and their counsel, acting reasonably.
6.4 During 5.4 The Company, CanArgo and the Selling Shareholder, as applicable, will promptly inform the Agents in writing during the period commencing on the date hereof until the Underwriters notify the Company of prior to the completion of the distribution of the Shares, the Company will promptly inform the Underwriters Shares of the full particulars of:
6.4.1 5.4.1 any request of any Securities Commission Regulatory Authority for any amendment to the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or for any additional information in respect of the offering distribution of the Shares, the Company, CanArgo or the Selling Shareholder;
6.4.2 5.4.2 the receipt by the Company Company, CanArgo or the Selling Shareholder of any material communication, whether written or oral, from any Regulatory Authority or any other competent authority, relating to the Final Prospectus Offering Documents or the distribution of the Shares;
6.4.3 5.4.3 any notice or other correspondence received by the Company Company, CanArgo or the Selling Shareholder from any Governmental Body requesting any information, meeting or hearing relating to the Company, its subsidiaries, the offering, the issue and sale distribution of the Shares or any other event or state of affairs, affairs that the Company or the Selling Shareholder reasonably believes would could have a Material Adverse Effect; or
6.4.4 5.4.4 the issuance by any Regulatory Authority or any other competent authority, of any order to cease or suspend trading or distribution of any securities of the Company Ordinary Shares, or of the institution, or threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the CompanyOrdinary Shares.
Appears in 1 contract
Sources: Agency Agreement
Material Change. 6.1 The Company will promptly inform (1) Commencing on the Underwriters in writing during the period prior to date hereof and until the completion of the distribution of the Shares of Offered Units, the full particulars Corporation shall promptly notify the Underwriter in writing of:
6.1.1 (a) any material change (whether actual, anticipated, contemplated contemplated, proposed or proposed bythreatened, or threatened against, the Company or its subsidiaries and whether financial or otherwise) in to the business, affairs, operations, assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, ) or capital or control of the Company Corporation and its subsidiaries, considered Subsidiary taken as a whole;
6.1.2 any material fact which has arisen or has been discovered and would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on, or prior to, the date of any of the Offering Documents; or
6.1.3 (b) any change in any material fact (which shall include the disclosure of any previously undisclosed material fact) contained in the Prospectus or any misstatement other Supplementary Material; or
(c) the discovery of any material fact contained that would have been required to be disclosed in any of the Offering Documents Prospectus or any event, development other Supplementary Material had it been discovered on or state of facts that has occurred after prior to the date of this Agreementsuch document, whichwhich is, in any caseor may be, is of such a nature as to render the Prospectus or any of the Offering Documents other Supplementary Material misleading or untrue or misleading would result in a misrepresentation therein or would result in the Prospectus or any other Supplementary Material not complying (to the extent such compliance is required) with Canadian Securities Laws.
(2) The Corporation will promptly (and in any material respect or to result in event within any misrepresentation in any of the Offering Documents including applicable time limitation) comply with all legal requirements under Canadian Securities Laws required as a result of any an event described in Section 7(1) in order to continue to qualify the distribution of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading Offered Units and the Over-Allotment Option in the light each of the circumstances in which it was made or which would result in any of Qualifying Jurisdictions including the Offering Documents not complying in all material respects with the Securities Laws.
6.2 The Company will comply with section 57 of the Securities Act (Ontario) and with the comparable prospectus amendment provisions of the Canadian Securities Laws of the other Qualifying JurisdictionsLaws, and the Company Corporation will prepare and will file promptly at to the request satisfaction of the Underwriters Underwriter, acting reasonably, any Supplementary Material which, in the opinion of the Underwriters, acting reasonablyUnderwriter, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Shares for distribution in each of the Qualifying Jurisdictions.
6.3 (3) In addition to the provisions of sections 6.1 Section 7(1) and 6.2Section 7(2), the Company Corporation will, in good faith, discuss with the Underwriters Underwriter any change, event, development event or fact contemplated in sections 6.1 and 6.2 Section 7(1) which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters Underwriter under section 6.1 Section 7(1) and will consult with the Underwriters Underwriter with respect to the form and content of any Supplementary Material proposed to be filed by the CompanyCorporation, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval by the Underwriter and the Underwriterβs Counsel. The Corporation shall also co-operate in all respects with the Underwriter to allow and assist the Underwriter to participate in the preparation of any Supplementary Material and to conduct all due diligence investigations during the period of distribution of the Offered Units which any of the Underwriters reasonably require in order to (i) fulfill their obligations as Underwriters under Canadian Securities Laws and their counsel, acting reasonably(ii) enable the Underwriters to responsibly execute any certificate related to such Supplementary Material required to be executed by them and complete the Offering of the Offered Units.
6.4 During the period commencing (4) Commencing on the date hereof and until the Underwriters notify the Company of the completion of the distribution of the Sharesdistribution, the Company will Corporation shall promptly inform notify the Underwriters of the full particulars Underwriter in writing of:
6.4.1 (a) any request of by any Securities Commission for that the Corporation make any amendment to the Preliminary Prospectus, the Final Prospectus or Prospectus, any Supplementary Material or for that the Corporation provide any additional information in respect of the offering of the Shares;Offering; and
6.4.2 (b) the receipt by the Company of Corporation or any material communication, whether written or oral, communication from any Regulatory Authority Securities Commission or any other competent authority, Governmental Authority relating to the Final Prospectus or the distribution of the Shares;
6.4.3 any notice or other correspondence received by the Company from any Governmental Body requesting any information, meeting or hearing relating to the Company, its subsidiaries, the offering, the issue and sale of the Shares or any other event or state of affairs, that the Company reasonably believes would have a Material Adverse Effect; or
6.4.4 the issuance by any Regulatory Authority or any other competent authority, of any order to cease or suspend trading or distribution of any securities of the Company or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the CompanyOffering.
Appears in 1 contract
Sources: Underwriting Agreement
Material Change. 6.1 The Fund and the Company will promptly inform the Underwriters in writing during the period prior to the completion of the distribution of the Shares Purchased Units of the full particulars of:
6.1.1 any material change Material Adverse Change (whether actual, anticipated, contemplated contemplated, proposed or proposed by, or threatened against, the Company or its subsidiaries and whether financial or otherwise) in the assets, liabilities (contingent or otherwisethreatened), business, affairs, prospects, operations, capital or control of the Company and its subsidiaries, considered as a whole;
6.1.2 any material fact which has arisen or has been discovered and would have been required to have been stated in the Offering Documents Prospectus or any Supplementary Material had that fact arisen or been discovered on, or prior to, the date of any of the Offering DocumentsProspectus or any Supplementary Material; or
6.1.3 any change in any material fact or any misstatement of any material fact contained in any of the Offering Documents Prospectus or any event, development Supplementary Material or whether any event or state of facts that has occurred after the date of this Agreementagreement, which, in any case, is of such a nature as to render any of the Offering Documents Prospectus or any Supplementary Material untrue or misleading in any material respect or to result in any misrepresentation Misrepresentation in any of the Offering Documents including as a result of Prospectus or any of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light of the circumstances in which it was made or which would result in any of the Offering Documents not complying in all material respects with the Securities LawsSupplementary Material.
6.2 The Company During the period from the date hereof until the completion of the distribution under the Prospectus, the Fund will comply with section Section 57 of the Securities Act (Ontario) and with the comparable provisions of the other Securities Laws of and any applicable U.S. Securities Laws, and the other Qualifying Jurisdictions, Fund and the Company will prepare prepare, with the input of the Underwriters, 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 legal requirements necessary necessary, to continue to qualify the Shares Purchased Units for distribution in each of the Qualifying Jurisdictions.
6.3 In addition to the provisions of sections Sections 6.1 and 6.2, the Fund and the Company will, in good faith, discuss with the Underwriters any change, event, development event or fact contemplated in sections Sections 6.1 and 6.2 which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters under section Section 6.1 and will consult with the Underwriters with respect to the form and content of any Supplementary Material proposed to be filed by the CompanyFund, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval by the Underwriters and their counsel, acting reasonably.
6.4 During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the Shares, the Company will promptly inform the Underwriters of the full particulars of:
6.4.1 any request of any Securities Commission for any amendment to the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or for any additional information in respect of the offering of the Shares;
6.4.2 the receipt by the Company of any material communication, whether written or oral, from any Regulatory Authority or any other competent authority, relating to the Final Prospectus or the distribution of the Shares;
6.4.3 any notice or other correspondence received by the Company from any Governmental Body requesting any information, meeting or hearing relating to the Company, its subsidiaries, the offering, the issue and sale of the Shares or any other event or state of affairs, that the Company reasonably believes would have a Material Adverse Effect; or
6.4.4 the issuance by any Regulatory Authority or any other competent authority, of any order to cease or suspend trading or distribution of any securities of the Company or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company.
Appears in 1 contract
Sources: Underwriting Agreement (Alaska Communications Systems Group Inc)
Material Change. 6.1 The Company (a) During the period of distribution of the Debentures, the Corporation will promptly inform notify the Underwriters in writing during the period prior to the completion of the distribution of the Shares of the full particulars of:
6.1.1 (i) any material change (whether actual, anticipated, contemplated or proposed bychange, or threatened againstany development involving a prospective material change, in the Company or its subsidiaries and whether condition, financial or otherwise) , or in the assets, liabilities (contingent or otherwise), business, affairs, prospects, results of operations, capital business affairs or control management of the Company Corporation and its subsidiaries, Subsidiaries considered as a whole, whether or not arising in the ordinary course of business, from that set forth in any Offering Document;
6.1.2 (ii) any material fact which has arisen or has been discovered and would have been required under Canadian Securities Laws to have been stated in an Offering Document had the Offering Documents had that fact arisen or been discovered on, or prior to, the date of any of the such Offering DocumentsDocument; orand
6.1.3 (iii) any change in any material fact or any misstatement of any material fact contained in any Offering Document or the occurrence or existence of the Offering Documents or any event, development or state of facts that has occurred after the date of this Agreement, which, in any case, is of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents including as a result of any of which it is necessary to amend or supplement the Offering Documents containing an Document (A) in order that the Offering Document will not include any untrue statement statements of a material fact or omitting omit to state a material fact required to be stated therein or necessary in order to make any statement the statements therein not false or misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or (B) in which it was made or which would result in any of the Offering Documents not complying in all material respects order to comply with the Canadian Securities Laws.
6.2 The Company (b) During the period of distribution of the Debentures, the Corporation will promptly, and in any event within any applicable time limitation, comply with section 57 of the Securities Act (Ontario) all applicable filings and with the comparable provisions of the other requirements under Canadian Securities Laws as a result of such fact or change; provided that the other Qualifying Jurisdictions, and the Company Corporation will prepare and will not file promptly at the request of the Underwriters any Supplementary Material which, in or other document without first providing a copy to and obtaining the opinion approval of the Underwriters, acting reasonably, may which approval will not be necessary unreasonably withheld or advisabledelayed, and will otherwise comply with all legal requirements necessary to continue to qualify the Shares Debentures for distribution in each of the Qualifying Jurisdictions; it being understood that any such approval will not constitute a waiver of the conditions set forth in Section 9. Prior to the filing of such Supplementary Material, the Corporation will provide to the Underwriters and their counsel reasonable access during normal business hours to the officers, employees, facilities, books and records of the Corporation and its Subsidiaries in order to conduct all due diligence which the Underwriters may reasonably require to conduct in order to fulfill their obligations as Underwriters and in order to enable the Underwriters to execute any certificates required to be executed by the Underwriters in the Supplementary Material.
6.3 (c) In addition to the provisions of sections 6.1 Subsections 5(a) and 6.25(b), the Company will, Corporation will in good faith, faith discuss with the Underwriters any change, event, development event or fact contemplated in sections 6.1 and 6.2 Subsection 5(a) which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters under section 6.1 such Subsection.
(d) If at any time during the period of distribution of the Debentures, any event referred to in Paragraphs 5(a)(i), 5(a)(ii) or 5(a)(iii) will have occurred as a result of which it is necessary in the opinion of counsel to the Underwriters or the Corporation, acting reasonably, to file any Supplementary Material, the Corporation will prepare and will consult file promptly with the Underwriters with respect Canadian Securities Regulators and deliver to the form and content of Underwriters any Supplementary Material proposed to be filed by which, in the Company, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior opinion of counsel to the review and approval by Underwriters or the Underwriters and their counselCorporation, acting reasonably, may be necessary or advisable in order to ensure that any Offering Document does not contain any misrepresentation or untrue statement of a material fact or omission of a material fact for the purposes of Canadian Securities Laws.
6.4 (e) During the period commencing on the date hereof until the Underwriters notify the Company of the completion of the distribution of the SharesDebentures, the Company Corporation will promptly inform advise the Underwriters of the full particulars promptly after receiving notice or obtaining knowledge thereof, of:
6.4.1 (i) the time when any Supplementary Material has been filed;
(ii) any request of any Canadian Securities Commission Regulator for any amendment to the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or for any additional information in respect of the offering of the Sharesinformation;
6.4.2 the receipt by the Company of any material communication, whether written or oral, from any Regulatory Authority or any other competent authority, relating to the Final Prospectus or the distribution of the Shares;
6.4.3 any notice or other correspondence received by the Company from any Governmental Body requesting any information, meeting or hearing relating to the Company, its subsidiaries, the offering, the issue and sale of the Shares or any other event or state of affairs, that the Company reasonably believes would have a Material Adverse Effect; or
6.4.4 (iii) the issuance by any Regulatory Authority Canadian Securities Regulator or any other competent authority, regulatory authority of any cease trading order relating to cease the Common Shares or suspend trading or distribution of any other securities of the Company Corporation or any of its Subsidiaries, or the institution, institution or threat of institution of any proceedings for that purpose purpose; or
(iv) the receipt by the Corporation of any communication from any Canadian Securities Regulator or other regulatory authority relating to any notice Offering Document or the Offering. The Corporation will use its best efforts to prevent the issuance of investigation that could potentially result in an order to any such cease or suspend trading or distribution of any securities of stop order and, if issued, to obtain the Companywithdrawal thereof as soon as possible.
Appears in 1 contract
Sources: Underwriting Agreement
Material Change. 6.1 (a) The Company REIT will promptly inform the Underwriters in writing during the period prior to the completion of the distribution of the Shares Subscription Receipts of the full particulars of:
6.1.1 (i) any material change (whether actual, anticipated, contemplated or proposed by, or threatened against, the Company or its subsidiaries and whether financial or otherwise) in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, capital or control of the Company and its subsidiaries, considered as a wholeMaterial Adverse Change;
6.1.2 (ii) any material fact which has arisen or has been discovered and that would have been required to have been stated in the an Offering Documents Document had that fact arisen or been discovered on, on or prior to, to the date of any of the such Offering DocumentsDocument; orand
6.1.3 (iii) any change in any material fact or any misstatement of any material fact contained in any of the Offering Documents or whether any event, development event or state of facts that has occurred after the date of this Agreement, which, in any case, is of such a nature as to could render any of the Offering Documents untrue or misleading in any material respect or to result in any a misrepresentation in any of the Offering Documents including as a result of any Documents.
(b) During the period prior to the completion of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light distribution of the circumstances in which it was made or which would result in any of Subscription Receipts, the Offering Documents not complying in all material respects with the Securities Laws.
6.2 The Company REIT will comply with section 57 of the Securities Act (Ontario) and with the comparable provisions of the other Securities Laws of the other Qualifying JurisdictionsLaws, and the Company REIT will prepare and 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 legal requirements necessary to continue to qualify the Shares Subscription Receipts for distribution in each of the Qualifying JurisdictionsJurisdictions and the United States.
6.3 (c) In addition to the provisions of sections 6.1 Sections 5(a) and 6.25(b), the Company REIT will, in good faith, discuss with the Lead Underwriters any change, event, development event or fact contemplated in sections 6.1 Sections 5(a) and 6.2 5(b) which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters under section 6.1 Section 5(a) and will consult with the Underwriters with respect to the form and content of any Supplementary Material proposed to be filed by the CompanyREIT, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval of such Supplementary Material by the Underwriters and their counsel, acting reasonablycounsel (such approval not to be unreasonably withheld).
6.4 (d) During the period commencing on the date hereof until and ending on the date the Underwriters notify the Company REIT of the completion of the distribution of the SharesSubscription Receipts, the Company REIT will, and will cause each of the REIT Entities to, promptly inform the Underwriters of the full particulars of:
6.4.1 : (i) any request of any Securities Commission for any amendment to the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or for any additional information in respect of connection with the offering of the Shares;
6.4.2 the receipt by the Company of any material communication, whether written or oral, from any Regulatory Authority or any other competent authority, relating to the Final Prospectus or the distribution of the Shares;
6.4.3 any notice or other correspondence received by the Company from any Governmental Body requesting any information, meeting or hearing relating to the Company, its subsidiaries, the offering, the issue and sale of the Shares or any other event or state of affairs, that the Company reasonably believes would have a Material Adverse EffectOffering; or
6.4.4 (ii) the issuance by any Regulatory Authority Securities Commission, the TSX or any other competent authority, Governmental Body of any order to cease or suspend trading or distribution of any securities of the Company REIT or of the institution, institution or threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company.purpose; and
Appears in 1 contract
Sources: Underwriting Agreement
Material Change. 6.1 The Company will promptly inform the Underwriters in writing during (1) During the period prior from the date of this Agreement to the completion of the distribution of the Shares of Offered Shares, the Corporation covenants and agrees with the Underwriters that it shall promptly notify the Underwriters in writing with full particulars of:
6.1.1 (a) any material change (whether actual, anticipated, contemplated or proposed by, or threatened against, the Company or its subsidiaries and whether financial or otherwisethreatened) in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, capital or control respect of the Company and its subsidiaries, Corporation considered as on a wholeconsolidated basis;
6.1.2 (b) any material fact in respect of the Corporation which has arisen or has been discovered and would have been required to have been stated in any of the Offering Documents had that the fact arisen or been discovered on, or prior to, the date of any of the Offering Documentssuch document; orand
6.1.3 (c) any change in any material fact or any misstatement (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact fact) contained in any of the Offering Documents which fact or any eventchange is, development or state of facts that has occurred after the date of this Agreementmay be, which, in any case, is of such a nature as to render any of the statement in such Offering Documents Document misleading or untrue or misleading in any material respect or to which would result in any a misrepresentation in any of the Offering Documents including as a result of any of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light of the circumstances in which it was made Document or which would result in any of the Offering Documents not complying in all material respects (to the extent that such compliance is required) with the Securities Laws.
6.2 . The Company will comply with section 57 of the Securities Act (Ontario) and with the comparable provisions of the Securities Laws of the other Qualifying JurisdictionsCorporation shall promptly, and in any event within any applicable time limitation, comply, to the Company will prepare and will file promptly at the request of the Underwriters any Supplementary Material which, in the opinion satisfaction of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal applicable filings and other requirements necessary to continue to qualify under the Shares for distribution in each Canadian Securities Laws as a result of such fact or change; provided that the Qualifying Jurisdictions.
6.3 In addition to the provisions of sections 6.1 and 6.2, the Company will, in good faith, discuss with Corporation shall not file any Supplementary Material or other document without first providing the Underwriters any change, event, development or fact contemplated in sections 6.1 and 6.2 which is with a copy of such a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters under section 6.1 Supplementary Material or other document and will consult consulting with the Underwriters with respect to the form and content thereof. The Corporation shall in good faith discuss with the 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 Offered Shares there shall be any Supplementary Material proposed to be filed by change in Canadian Securities Laws which, in the Company, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval by opinion of the Underwriters and their legal counsel, acting reasonably, requires the filing of any Supplementary Material, upon written notice from the Underwriters, the Corporation 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.
6.4 (3) During the period commencing on from the date hereof until the Underwriters notify the Company of this Agreement to the completion of the distribution of the Offered Shares, the Company Corporation will promptly inform notify the Underwriters of the full particulars ofpromptly:
6.4.1 (a) when any request of any Securities Commission for any amendment supplement to the Preliminary Prospectus, the Final Prospectus 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 any additional information in respect information;
(c) of the offering suspension of the Shares;
6.4.2 qualification of the receipt by Offered Shares or the Company Over -Allotment Option for offering, sale or grant in any jurisdiction, or of any material communication, whether written order suspending or oral, from any Regulatory Authority preventing the use of the Offering Documents (or any other competent authoritySupplementary Material) or of the institution or, relating to the Final Prospectus 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 Shares;
6.4.3 any notice or other correspondence received by the Company from any Governmental Body requesting any information, meeting or hearing relating to the Company, its subsidiaries, the offering, the issue and sale of the Offered Shares or any other event or state of affairs, that the Company reasonably believes would have a Material Adverse Effect; or
6.4.4 the issuance by any Regulatory Authority or any other competent authority, of any order to cease or suspend trading or distribution of in any securities of the Company Corporation, or of the institutioninstitution or, threat to the knowledge of institution the Corporation, threatening of any proceedings proceeding for that purpose any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any notice of investigation that could potentially result in an order to cease preventing or suspend trading suspending such use or such order ceasing or suspending the distribution of any securities the Offered Shares or the trading in the shares of the CompanyCorporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 1 contract
Material Change. 6.1 The Company will promptly inform the Underwriters in writing during β
(1) During the period prior from the date of this Agreement to the completion of the distribution of the Shares of Offered Units, the Corporation covenants and agrees with the Underwriters that it shall promptly notify the Underwriters in writing with full particulars of:
6.1.1 (a) any material change (whether actual, anticipated, contemplated or proposed by, or threatened against, threatened) in respect of the Company or Corporation and its subsidiaries and whether financial or otherwise) in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, capital or control of the Company and its subsidiaries, considered as on a wholeconsolidated basis;
6.1.2 (b) any material fact in respect of the Corporation which has arisen or has been discovered and would have been required to have been stated in any of the Offering Documents had that the fact arisen or been discovered on, or prior to, the date of any of the Offering Documentssuch document; orand
6.1.3 (c) any change in any material fact or any misstatement (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact fact) contained in any of the Offering Documents which fact or any eventchange is, development or state of facts that has occurred after the date of this Agreementmay be, which, in any case, is of such a nature as to render any of the statement in such Offering Documents Document misleading or untrue or misleading in any material respect or to which would result in any a misrepresentation in any of the Offering Documents including as a result of any of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light of the circumstances in which it was made Document or which would result in any of the Offering Documents not complying in all material respects (to the extent that such compliance is required) with the Canadian Securities Laws.
6.2 . The Company will comply with section 57 of the Securities Act (Ontario) and with the comparable provisions of the Securities Laws of the other Qualifying JurisdictionsCorporation shall promptly, and in any event within any applicable time limitation, comply, to the Company will prepare and will file promptly at the request of the Underwriters any Supplementary Material which, in the opinion satisfaction of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal applicable filings and other requirements necessary to continue to qualify under Canadian Securities Laws as a result of such fact or change; provided that the Shares for distribution in each of the Qualifying Jurisdictions.
6.3 In addition to the provisions of sections 6.1 and 6.2, the Company will, in good faith, discuss with Corporation shall not file any Supplementary Material or other document without first providing the Underwriters any change, event, development or fact contemplated in sections 6.1 and 6.2 which is with a copy of such a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters under section 6.1 Supplementary Material or other document and will consult consulting with the Underwriters with respect to the form and content thereof. The Corporation shall in good faith discuss with the 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 Offered 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 Underwriters and its counsel to participate in the preparation and review of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval by the Underwriters and their counsel, acting reasonablyMaterial.
6.4 (3) During the period commencing on from the date hereof until the Underwriters notify the Company of this Agreement to the completion of the distribution of the SharesOffered Units, the Company Corporation will promptly inform notify the Underwriters promptly:
(a) when any supplement to any of the full particulars of:
6.4.1 any request of any Securities Commission for any amendment to the Preliminary Prospectus, the Final Prospectus 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 any additional information in respect information;
(c) of the offering suspension of the Shares;
6.4.2 qualification of the receipt by Offered Units or the Company Over-Allotment Option for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or of any material communication, whether written order suspending or oral, from any Regulatory Authority preventing the use of the Offering Documents (or any other competent authoritySupplementary Material) or of the institution or, relating to the Final Prospectus 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 Shares;
6.4.3 any notice Offered Units or other correspondence received by the Company from any Governmental Body requesting any information, meeting or hearing relating to the Company, its subsidiaries, the offering, the issue and sale of the Shares or any other event or state of affairs, that the Company reasonably believes would have a Material Adverse Effect; or
6.4.4 the issuance by any Regulatory Authority or any other competent authority, of any order to cease or suspend trading or distribution of in any securities of the Company Corporation, or of the institutioninstitution or, threat to the knowledge of institution the Corporation, threatening of any proceedings proceeding for that purpose any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any notice of investigation that could potentially result in an order to cease preventing or suspend trading suspending such use or such order ceasing or suspending the distribution of the Offered Units or the trading in any securities of the CompanyCorporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 1 contract
Sources: Underwriting Agreement
Material Change. 6.1 The Company will promptly inform the Underwriters in writing during (1) During the period prior from the date of this Agreement to the completion of the distribution of the Shares of Offered Securities, the Corporation covenants and agrees with the Underwriters that it shall promptly notify the Underwriters in writing with full particulars of:
6.1.1 (a) any material change (whether actual, anticipated, contemplated or proposed by, or threatened against, the Company or its subsidiaries and whether financial or otherwisethreatened) in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, capital or control respect of the Company Corporation and its subsidiaries, the Subsidiaries considered as on a wholeconsolidated basis or any development involving a prospective material change;
6.1.2 (b) any new or any change in a material fact which has arisen or has been discovered and would have been required to have been stated in any of the Offering Documents had that the fact arisen or been discovered on, or prior to, the date of any of the Offering Documentssuch document; orand
6.1.3 (c) any change in any material fact or any misstatement (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact fact) contained in any of the Offering Documents which fact or any eventchange is, development or state of facts that has occurred after the date of this Agreementmay be, which, in any case, is of such a nature as to render any of the statement in such Offering Documents Document misleading or untrue or misleading in any material respect or to which would result in any a misrepresentation in any of the Offering Documents including as a result of any of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light of the circumstances in which it was made Document or which would result in any of the Offering Documents not complying in all material respects (to the extent that such compliance is required) with the Securities Laws.
6.2 . The Company will comply with section 57 of the Securities Act (Ontario) and with the comparable provisions of the Securities Laws of the other Qualifying JurisdictionsCorporation shall promptly, and in any event within any applicable time limitation, comply, to the Company will prepare and will file promptly at the request of the Underwriters any Supplementary Material which, in the opinion satisfaction of the Underwriters, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal applicable filings and other requirements necessary to continue to qualify under Canadian Securities Laws and U.S. Securities Laws as a result of such fact or change; provided that the Shares for distribution in each of the Qualifying Jurisdictions.
6.3 In addition to the provisions of sections 6.1 and 6.2, the Company will, in good faith, discuss with Corporation shall not file any Supplementary Material or other document without first providing the Underwriters any change, event, development or fact contemplated in sections 6.1 and 6.2 which is with a copy of such a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters under section 6.1 Supplementary Material or other document and will consult consulting with the Underwriters with respect to the form and content thereof. The Corporation shall in good faith discuss with the 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 Offered Securities 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 Underwriters and its counsel to participate in the preparation and review of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval by the Underwriters and their counsel, acting reasonablyMaterial.
6.4 (3) During the period commencing on from the date hereof until the Underwriters notify the Company of this Agreement to the completion of the distribution of the SharesOffered Securities, the Company Corporation will promptly inform notify the Underwriters promptly:
(a) when any supplement to any of the full particulars of:
6.4.1 any request of any Securities Commission for any amendment to the Preliminary Prospectus, the Final Prospectus 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 any additional information in respect information;
(c) of the offering suspension of the qualification of the Common Shares;
6.4.2 , Warrants or the receipt by the Company Over-Allotment Option for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or of any material communication, whether written order suspending or oral, from any Regulatory Authority preventing the use of the Offering Documents (or any other competent authoritySupplementary Material) or of the institution or, relating to the Final Prospectus 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 Shares;
6.4.3 any notice or other correspondence received by the Company from any Governmental Body requesting any information, meeting or hearing relating to the Company, its subsidiaries, the offering, the issue and sale of the Common Shares or any other event Warrants or state of affairs, that the Company reasonably believes would have a Material Adverse Effect; or
6.4.4 the issuance by any Regulatory Authority or any other competent authority, of any order to cease or suspend trading or distribution of in any securities of the Company Corporation, or, to the knowledge of the Corporation, of the institution or threatening of any proceeding for any such purpose. The Corporation will use its reasonable efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of the Common Shares or Warrants or the trading in the Common Shares and, if any securities of such order is issued, to obtain the Companylifting thereof at the earliest possible time.
Appears in 1 contract