Representations, Warranties and Covenants of the Agent. The Agent represents, warrants and covenants to and with the Corporation that:
Representations, Warranties and Covenants of the Agent. The Agent acknowledges and agrees that the Offered Units, the Unit Shares, the Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or applicable state securities laws, and the Offered Units, the Unit Shares and the Warrants may be offered and sold only in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any applicable state securities laws. Accordingly, the Agent represents, warrants and covenants to the Corporation that:
Representations, Warranties and Covenants of the Agent. The Agent represents and warrants to and covenants and agrees with the Company (on behalf of itself and its U.S. Affiliate), as of the date hereof and as of the Closing Date, that:
Representations, Warranties and Covenants of the Agent. The Agent acknowledges that the Securities have not been and will not be registered under the U.S. Securities Act or any applicable state securities laws, and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and state securities laws. Accordingly, the Agent represents, warrants and covenants to the Corporation, as at the date hereof and as at the Closing Date, that:
Representations, Warranties and Covenants of the Agent. The Agent (on their own behalf and on behalf of their U.S. Affiliates) severally, but not jointly or jointly and severally, acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered, sold or delivered, directly or indirectly, to any U.S. Person or any person within the United States, except to Accredited Investors pursuant to an available exemption from the registration requirements of the U.S. Securities Act and similar exemptions under applicable state securities laws. Accordingly, the Agent (on their own behalf and on behalf of their U.S. Affiliates) severally, but not jointly or jointly and severally, represent, warrant and covenant to the Corporation, as of the date hereof and as of the Closing Date, and will cause any U.S. Affiliate to comply with such representations, warranties and covenants, that:
Representations, Warranties and Covenants of the Agent. The Agent covenants, represents and warrants to the Corporation and acknowledges that the Corporation is relying on such representations and warranties, as follows: (i) it will comply with all applicable securities legislation of the Selling Jurisdictions in connection with the Offering; (ii) subject to the right of the Agent to solicit or procure subscriptions for the Offered Securities through a qualified registrant so as not to require registration thereof or filing of a prospectus with respect thereto in a jurisdiction other than the Selling Jurisdictions, it will not solicit or procure subscriptions for the Offered Securities so as to require registration thereof or filing of a prospectus with respect thereto under the laws of any jurisdiction; (iii) it will obtain from each Subscriber and provide to the Corporation an executed Subscription Agreement and all applicable Schedules containing certificates, undertakings and forms required by securities legislation in the Selling Jurisdictions in a form reasonably acceptable to the Corporation and to the Agent relating to the transactions herein contemplated; (iv) it will not advertise the proposed sale of the Offered Securities in printed public media, radio, television or telecommunications, including electronic display; (v) it will not provide or make available to prospective Subscribers any document or material which would constitute an “offering memorandum” as defined in applicable securities legislation; and (vi) it is a valid and subsisting corporation, duly incorporated and in good standing under the laws of the jurisdiction in which it was incorporated and has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein; (vii) the Agent and any sub-agents retained by the Agent, will be acquiring the Broker’s Warrants as principal for their own account and are “accredited investors” within the meaning of National Instrument 46-106 Prospectus Exemptions; and (viii) it is, and will remain so until Closing, duly registered under the securities legislation of the Selling Jurisdictions to sell the Offered Securities.
Representations, Warranties and Covenants of the Agent. Each of the Agent and the U.S. Affiliate acknowledges that the Special Warrants have not been and will not be registered under the U.S. Securities Act and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, each of the Agent and the U.S. Affiliate represents, warrants and covenants to the Corporation that:
Representations, Warranties and Covenants of the Agent. (1) The Agent hereby represents and warrants to the Company that:
Representations, Warranties and Covenants of the Agent. The Agent (on its own behalf and on behalf of its U.S. Affiliate) acknowledges that the Offered Units have not been and will not be registered under the U.S. Securities Act or applicable state securities laws and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Agent (on its own behalf and on behalf of its U.S. Affiliate) represents, warrants, covenants and agrees to and with the Company as of the date hereof and the Closing Date that:
Representations, Warranties and Covenants of the Agent. The Agent acknowledges that the Offered Shares, Warrants and Warrant Shares have not been registered under the 1933 Act and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the 1933 Act and applicable state securities laws. Accordingly, the Agent represents, warrants and covenants to the Corporation that:
