Offering Procedures Sample Clauses

Offering Procedures. It is understood that the Underwriters propose to offer the Underwritten Certificates for sale as set forth in the Preliminary Prospectus and the Final Prospectus and that you will not offer, sell or otherwise distribute the Underwritten Certificates (except for the sale thereof in exempt transactions) in any state in which the Underwritten Certificates are not exempt from registration under “blue sky” or state securities laws (except where the Underwritten Certificates will have been qualified for offering and sale at your direction under such “blue sky” or state securities laws). Neither the Depositor nor any Underwriter will disseminate to any potential investor information relating to the Underwritten Certificates that constitutes a “written communication” within the meaning of Rule 405 under the Securities Act, other than the Preliminary Term Sheet, each Prospectus and, in the case of the Underwriters, Derived Information or Custom Loan Information, unless (i) if an Underwriter seeks to disseminate such information, such Underwriter has obtained the prior consent of the Depositor, or (ii) if the Depositor seeks to disseminate such information, the Depositor has obtained the prior consent of the Underwriters. An Underwriter may convey Derived Information or Custom Loan Information to a potential investor prior to entering into a Contract of Sale with such investor; provided, however, that Derived Information shall not be distributed in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Each Underwriter shall deliver to the Depositor and its counsel a copy, in electronic form, of each Free Writing Prospectus disseminated by such Underwriter that is required to be filed with the Commission, not later than one business day prior to the date on which such Free Writing Prospectus is required under the Regulations to be so filed. Each Underwriter will comply with the requirements of Rule 433(g) applicable to any Free Writing Prospectus, including document retention and record-keeping. The Depositor represents that it has treated and agrees that it will treat each Free Writing Prospectus other than an Underwriter Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any such Free Writing Prospectus, including timely Commission filing where required, legending an...

Offering Procedures. The Finder will introduce the Company to investors who the Finder reasonably believes to be "accredited investors," as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "1933 Act"), with whom the Finder has a pre-existing substantive relationship (the "Offerees").

Offering Procedures. If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to facilitate (x) an Underwritten Offering pursuant to a Demand Registration or (y) an Underwritten Takedown Offering (including a Marketed Underwritten Takedown Offering), the Company shall, as expeditiously as practicable: (a) use its commercially reasonable efforts to obtain, and to furnish to the Eligible Holders and each underwriter, “cold comfort” letters from its independent certified public accountants in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters; (b) cooperate with the sellers of Eligible Shares and the managing underwriter(s) to facilitate the timely preparation and delivery of certificates, to the extent permitted by applicable law, not bearing any restrictive legends representing the Eligible Shares to be sold, and cause such Eligible Shares to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Eligible Shares to the underwriter(s); (c) make reasonably available its employees and personnel for participation in “road shows” and other marketing efforts and otherwise provide reasonable assistance to the underwriter(s) (taking into account the needs of the Company’s businesses and the requirements of the marketing process) in the marketing of Eligible Shares in such Underwritten Offering; (d) if at any time the information conveyed to a purchaser at the time of sale includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, promptly file with the SEC such amendments or supplements to such information as may be necessary so that the statements as so amended or supplemented will not, in light of the circumstances, be misleading; (e) execute an underwriting agreement in customary form and reasonably acceptable to the Company; and (f) subject to all the other provisions of this Agreement, use its commercially reasonable efforts to take all other steps necessary or advisable to effect the sale of such Eligible Shares contemplated hereby.

Offering Procedures. Placement Agent will introduce the Company to investors who Placement Agent reasonably believes satisfy the eligibility requirements under the applicable rules and regulations of Regulation A, state securities laws and such suitability criteria as may be established by the Company (if any) to participate in the Offering (the “Offerees”).

Offering Procedures. The Procedures may be amended only by written agreement of the Company and the Agents after notice to the Trustee, and, to the extent any such amendment materially affects the Trustee, with the approval of the Trustee. The Company and the Agents agree to perform the respective duties and obligations specifically provided to be performed by them in the Procedures. The Company will furnish to the Trustee a copy of the Procedures as from time to time in effect.

Offering Procedures. 4.1 Each Subscriber of Common Shares will purchase Common Shares and the Company will issue and sell the Common Shares pursuant to exemptions from applicable prospectus and registration requirements under Securities Laws of the jurisdiction of residence of the Subscriber or such other jurisdiction as may be applicable to the Subscriber and as contemplated by the Subscription Agreements. Each Subscriber will enter into a Subscription Agreement with the Company. 4.2 The Company will use its best efforts to file or cause to be filed all documents required to be filed by the Company in connection with the purchase and sale of the Common Shares so that the distribution of the Common Shares may lawfully occur on an exempt basis. 4.3 The Company covenants that it will, as soon as reasonably practicable after the Closing, prepare and file the Registration Statement as set out in Schedule “D” to the Subscription Agreement. 4.4 The Company will promptly inform each Purchaser of the receipt by the Company of any material communication from the Securities Regulators or any other securities regulatory authority of any other jurisdiction, the Stock Exchanges or the Company’s other filings with the SEC.

Offering Procedures. 5.1 Each Purchaser of Subscription Receipts will purchase Subscription Receipts and the Company will issue and sell the Subscription Receipts pursuant to exemptions from applicable prospectus and registration requirements under securities laws of the jurisdiction of residence of the Purchaser or such other jurisdiction as may be applicable to the Purchaser. Each Purchaser will enter into a Subscription Agreement with the Company. The Agents will notify the Company with respect to the identities of Purchasers in sufficient time to allow the Company to comply with all applicable regulatory requirements and all requirements under the Securities Laws to be complied with by the Company as a result of the offering and sale of the Subscription Receipts to such Purchasers on a private placement basis in such Offering Jurisdictions. 5.2 The Company and the Agents will each use their best efforts to file or cause to be filed all documents required to be filed by the Company and the Purchasers, respectively, in connection with the purchase and sale of the Subscription Receipts so that the distribution of the Subscription Receipts may lawfully occur on an exempt basis. 5.3 The Company covenants that it will as soon as reasonably practicable after the Closing: (a) prepare and file with Securities Commissions in the Canadian Offering Jurisdictions, the Preliminary Prospectus, together with all required supporting documentation; (b) use its reasonable best efforts to address as expeditiously as possible, the comments made by the Securities Commissions in the Canadian Offering Jurisdictions in respect of the Preliminary Prospectus; and (c) as soon as reasonably practicable, after all of the comments referred to in paragraph 5.3(b) above have been addressed, prepare and file with the Securities Commissions in the Canadian Offering Jurisdictions the Final Prospectus and to use commercially reasonable efforts to expeditiously obtain the requisite receipts therefore from the Securities Commissions in the Canadian Offering Jurisdictions in order to qualify the distribution of the Underlying Common Shares, Share Purchase Warrants and Compensation Options upon exchange of the Subscription Receipts and Agents' Special Warrants in the Canadian Offering Jurisdictions. 5.4 The Company further covenants that it will, as soon as reasonably practicable after the Closing, prepare and file the Registration Statement as set out in Schedule "F' to the Subscription Agreement. 5.5 The Compan...

Offering Procedures. You and we understand and agree that you ------------------- will offer and sell shares of a Fund only in accordance with the terms and conditions of that Fund's then current prospectus, statement of additional information and any authorized supplemental material supplied by us, and no person is authorized to make any representation relating to the shares of any Fund, except those contained in the Fund's then current prospectus, statement of additional information or any authorized supplemental material supplied by us. Additional copies of a Fund's then current prospectus and statement of additional information are and will be available on written request. You and we further understand and agree that you will use your best efforts in the development and promotion of sales of shares of a Fund or Funds, and you will be responsible for the proper instruction and training of all sales personnel employed by you in order that the shares of the Funds will be offered in accordance with the terms and conditions of this Agreement and all applicable laws, rules and regulations.

Offering Procedures. 4.1 Each Purchaser of Common Shares will purchase Common Shares and the Company will issue and sell the Common Shares pursuant to exemptions from applicable prospectus and registration requirements under Securities Laws of the jurisdiction of residence of the Purchaser or such other jurisdiction as may be applicable to the Purchaser and as contemplated by this Agreement. 4.2 The Company will use its best efforts to file or cause to be filed all documents required to be filed by the Company in connection with the purchase and sale of the Common Shares so that the distribution of the Common Shares may lawfully occur on an exempt basis. 4.3 The Company covenants that it will prepare and file the Registration Statement in accordance with the terms set forth in Annex “A” hereto. 4.4 Prior to the Closing and/or with respect to the Registration Statement, the Company will promptly inform each Purchaser of the receipt by the Company of any material communication from the Securities Regulators or any other securities regulatory authority of any other jurisdiction, the Stock Exchanges or the Company’s other filings with the SEC.