Representations as to the Offering Documents Sample Clauses
Representations as to the Offering Documents. (a) The Company represents and warrants to the Underwriters as of the date hereof, as of the Closing Date and as of each Option Closing Date that:
(i) the information and statements (excluding the Underwriters’ Information) contained in the Canadian Preliminary Prospectus contained, as at the filing date of the Canadian Preliminary Prospectus Supplement, no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Company and the Shares as required by Canadian Securities Laws;
(ii) the information and statements (excluding the Underwriters’ Information) contained in the Canadian Final Prospectus, as then amended or supplemented, contain or will contain, as at its filing date and as of the Closing Date and as of each Option Closing Date, as applicable, no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Company and the Shares as required by Canadian Securities Laws;
(iii) the statistical, industry and market-related data included in the Offering Documents are based on or derived from sources that are believed by the Company to be reliable and accurate in all material respects, and the Company has obtained the consent to the use of such data or information from such sources to the extent required; and
(iv) except with respect to any Underwriters’ Information, the Canadian Final Prospectus (including the Incorporated Documents) comply fully with the requirements of Canadian Securities Laws, other than as to non-material matters of form or similar non-material matters or for which an exemption from such requirements has been obtained. Filing of the Offering Documents and any Offering Document Amendment with the Canadian Securities Regulators or the SEC, as applicable, shall also constitute the Company’s consent to the Underwriters’ use of the applicable Offering Documents and any applicable Offering Document Amendment in connection with the distribution of the Shares in the Canadian Qualifying Jurisdictions and the United States, as applicable, in compliance with this Agreement and the Applicable Securities Laws.
(b) The Company represents and warrants to the Underwriters that as of the date hereof, as of the Closing Date and as of each Option Closing Date:
(i) the Registration Statement has become effective upon filing pursuant to Rule 467(a) under the U.S. Securities Act; no stop order suspending the effectiveness of the Registration Statement is in effect, and...
Representations as to the Offering Documents. Filing and delivery to the Underwriters in accordance with this Agreement of any Offering Document shall constitute a representation and warranty by the Corporation to the Underwriters that, as at their respective dates, dates of filing and dates of delivery:
(i) the information and statements (except information and statements relating solely to the Underwriters, which have been provided by the Underwriters to the Corporation in writing specifically for use in any of the Offering Documents (collectively, “Underwriters’ Information”)) contained and incorporated by reference in such Offering Documents are true and correct and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation and the Units as required by applicable Canadian Securities Laws of the Offering Jurisdictions;
(ii) no material fact or information has been omitted from such disclosure (except for Underwriters’ Information) that is required to be stated in such disclosure or that is necessary to make a statement contained in such disclosure not misleading in the light of the circumstances under which it was made; and
(iii) except with respect to any Underwriters’ Information, such documents comply in all material respects with the requirements of Canadian Securities Laws. Such filings shall also constitute the Corporation’s consent to the Underwriters’ use of the Offering Documents in connection with the distribution of the Common Shares and Warrants comprising the Units in the Designated Jurisdictions in compliance with this Agreement and Canadian Securities Laws.
Representations as to the Offering Documents. Filing and delivery to the Underwriters in accordance with this Agreement of any Offering Document shall constitute a representation and warranty by the Corporation to the Underwriters that, as at their respective dates, dates of filing and dates of delivery:
(i) the information and statements (except information and statements relating solely to the Underwriters, which have been provided by the Underwriters to the Corporation in writing specifically for use in any of the Offering Documents (collectively, “Underwriters’ Information”)) contained and incorporated by reference in such Offering Documents are true and correct and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation and the Units as required by applicable Canadian Securities Laws of the Offering Jurisdictions;
(ii) no material fact or information has been omitted from such disclosure (except for Underwriters’ Information) that is required to be stated in such disclosure or that is necessary to make a statement contained in such disclosure not misleading in the light of the circumstances under which it was made; and
(iii) except with respect to any Underwriters’ Information, such documents comply in all material respects with the requirements of Canadian Securities Laws. Such filings shall also constitute the Corporation’s consent to the Underwriters’ use of the Offering Documents in connection with the distribution of the Common Shares and Warrants comprising the Units in the Designated Jurisdictions in compliance with this Agreement and Canadian Securities Laws.