QUALIFYING ISSUER Clause Samples
The 'Qualifying Issuer' clause defines the specific criteria an entity must meet to be recognized as an eligible issuer under the agreement. Typically, this involves requirements such as being duly incorporated, in good legal standing, and authorized to issue securities or enter into the relevant transaction. For example, a qualifying issuer might need to be a corporation registered in a particular jurisdiction and compliant with all regulatory obligations. The core function of this clause is to ensure that only entities meeting certain standards can participate, thereby reducing legal and financial risks for the other parties involved.
QUALIFYING ISSUER. 12.1 The Issuer is a Qualifying Issuer and the Shares, Warrants, and Warrant Shares, Agent's Shares, Agent's Warrants and the Agent's Warrant Shares will be subject to a four month hold period from Closing.
12.2 The Issuer will provide the Agent with a copy of the Multilateral Instrument Certificate filed with Commissions within 10 days of each Closing.
QUALIFYING ISSUER. CP is a "qualifying issuer" as defined under Multilateral Instrument 45-102—Resale of Securities ("MI 45-102").
QUALIFYING ISSUER. TIW is a qualifying issuer as defined in Multilateral Instrument 45-102 - Resale of Securities and is, and will have been for the four months preceding the Closing Date, a reporting issuer in the provinces of Ontario and Quebec.
QUALIFYING ISSUER. The Purchaser is a "qualifying issuer" as such term is defined in Multilateral Instrument 45-102 - Resale of Securities;
QUALIFYING ISSUER. 13.1 The Issuer is a Qualifying Issuer and the Units, the Flow-Through and Non-Flow-Through Shares, the Flow-Through and Non-Flow-Through Unit Warrants, the Non-Flow-Through Warrant Shares, the Agents’ Warrants and the Agents’ Warrant Shares will be subject to a four month hold period from Closing.
13.2 The Issuer will provide the Agents with a copy of the Multilateral Instrument Certificate filed on SEDAR within 10 days of each Closing.
QUALIFYING ISSUER. The Company is a "qualifying issuer" (as that term is defined in Multilateral Instrument 45-102 Resale of Securities) ("MI 45-102") and shall use all commercially reasonable efforts to remain a "qualifying issuer" under MI 45-102. By virtue of the application of MI 45-102, the Common Stock and Warrant Shares issuable to the Buyer will be freely resaleable in Canada on the TSX provided that the following conditions are met at the time of the trade:
(i) the Company is or has been a reporting issuer in a jurisdiction listed in Appendix B of MI 45-102 for a period of four months immediately preceding the trade;
(ii) the trade is not a "control distribution," as defined in MI 45-102;
(iii) at least four months have elapsed from the date of the Closing;
(iv) a certificate representing the securities was issued that carried a legend stating: "Unless permitted under securities legislation, the holder of the securities shall not trade the securities before the date that is four months and a day after the date of the Closing";
(v) no unusual effort is made to prepare the market or to create a demand for the securities that are the subject of the trade;
(vi) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and
(vii) if the selling security holder is an insider or officer of the Company, the selling security holder has no reasonable grounds to believe that the Company is in default of Canadian Securities Laws. The Company is not aware of any reason that BVF and the other Buyers will be unable to comply with the above conditions; however, BVF and the other Buyers acknowledge that the conditions in paragraphs (ii), (iii), (v) and (vi) are within the control of BVF and the other Buyers. The Company has furnished to the Buyers complete and accurate copies of its Constating Documents, Certificate of Change of Name and Articles, each as amended to date and presently in effect.
QUALIFYING ISSUER. The Purchaser is a "qualifying issuer" as such term is defined in Multilateral Instrument 45-102 - Resale of Securities;