Common use of Securities Act Compliance Clause in Contracts

Securities Act Compliance. The Company will prepare the Canadian Supplemented Prospectus and the U.S. Supplemented Prospectus in a form approved by the Lead Underwriters and (i) will file the Canadian Supplemented Prospectus with the Principal Regulator in accordance with the PREP Procedures not later than the Principal Regulator’s close of business on the second business day following the execution and delivery of this Agreement, and (ii) will file such U.S. Supplemented Prospectus with the SEC not later than the SEC’s close of business on the first business day following the day on which the filing of the Canadian Supplemented Prospectus is made with the Principal Regulator. After the date of this Agreement, the Company shall promptly advise the Lead Underwriters in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC with respect to the Canadian Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectuses, the Time of Sale Prospectus, any free writing prospectus or the Prospectuses, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Shares for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares and the Shares from the TSX or NASDAQ, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission of any order having the effect of ceasing or suspending the distribution of the Shares, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 3 contracts

Samples: Underwriting Agreement (IMRIS Inc.), Underwriting Agreement (IMRIS Inc.), Underwriting Agreement (Dragonwave Inc)

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Securities Act Compliance. The Company will prepare the Canadian Supplemented Prospectus Supplement and the U.S. Supplemented Prospectus Supplement in a form approved by the Lead Underwriters Representative and (i) will file the Canadian Supplemented Prospectus Supplement with the Principal Regulator in accordance with the PREP Shelf Procedures as soon as practicably possible, and in any event, not later than the Principal Regulator’s close of business 11:00 p.m. on the second business day following the execution and delivery of this AgreementNovember 27, 2013, and (ii) will file such the U.S. Supplemented Prospectus Supplement with the SEC not later than the SEC’s close of business on the first business day following the day on which the filing of the Canadian Supplemented Prospectus Supplement is made with the Principal Regulator. After the date of this Agreement, the Company shall promptly advise the Lead Underwriters Representative in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC with respect to the Canadian Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectuses, the Time of Sale Prospectus, any free writing prospectus or the Prospectuses, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Shares Securities for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares and the Common Shares from the TSX TSXV or NASDAQ, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission of any order having the effect of ceasing or suspending the distribution of the SharesSecurities, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment. The Company will promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any time prior to the later of (a) completion of the distribution of the Securities within the meaning of the Securities Act and (b) completion of the Lock-Up Period (as defined below).

Appears in 2 contracts

Samples: Underwriting Agreement (Acasti Pharma Inc.), Underwriting Agreement

Securities Act Compliance. The Company will prepare the Canadian Supplemented Prospectus Supplement and the U.S. Supplemented Prospectus Supplement in a form approved by the Co-Lead Underwriters and (i) will file the Canadian Supplemented Prospectus Supplement with the Principal Regulator in accordance with the PREP Shelf Procedures as soon as practicably possible, and in any event, not later than the Principal Regulator’s close of business 4:00 p.m. on the second business day following the execution and delivery of this AgreementSeptember 15, 2016, and (ii) will file such the U.S. Supplemented Prospectus Supplement with the SEC not later than the SEC’s close of business on the first business day following the day on which the filing of the Canadian Supplemented Prospectus Supplement is made with the Principal Regulator. After the date of this Agreement, the Company shall promptly advise the Co-Lead Underwriters in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC with respect to the Canadian Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectuses, the Time of Sale Prospectus, any free writing prospectus or the Prospectuses, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement Statement, the U.S. Prospectus or the Canadian Prospectus or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, any marketing materials, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Shares Units for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares Common Shares and the Shares Units from the TSX or NASDAQNYSE, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission Governmental Authority of any order having the effect of ceasing or suspending the distribution of the SharesUnits, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 2 contracts

Samples: Underwriting Agreement (Energy Fuels Inc), Underwriting Agreement (Energy Fuels Inc)

Securities Act Compliance. The Company will prepare the Canadian Supplemented Prospectus and the U.S. Supplemented Prospectus Supplement in a form approved by the Lead Underwriters Underwriter and (i) will file the Canadian Supplemented Prospectus with the Principal Regulator Reviewing Authority in accordance with the PREP Shelf Procedures as soon as practicably possible, and in any event, not later than the Principal Regulator’s close of business 5:30 p.m. on the second business day following the execution and delivery of this AgreementJuly 18, 2016 and (ii) will file such the U.S. Supplemented Prospectus Supplement with the SEC not later than Commission pursuant to the SEC’s close requirements of business on the first business day following the day on which the filing Rule 424 of the Canadian Supplemented Prospectus is made with the Principal RegulatorSecurities Act. After the date of this Agreement, the Company shall promptly advise the Lead Underwriters Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC Commission with respect to the Canadian Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Prospectus or for additional information or of any request by the SEC Commission to amend the Registration Statement or to amend or supplement the U.S. Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the U.S. Preliminary ProspectusesProspectus, the Time of Sale Prospectus, any free writing prospectus or the Prospectuses, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC Commission or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement Statement, the U.S. Prospectus or the Canadian Prospectus or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, any marketing materials, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Shares Units for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares Unit Shares and the Shares Units from the TSX or NASDAQTSX, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission Governmental Authority of any order having the effect of ceasing or suspending the distribution of the SharesUnits, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC Commission or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (Golden Queen Mining Co LTD)

Securities Act Compliance. The Company will prepare the Canadian Supplemented Prospectus Supplement and the U.S. Supplemented Prospectus Supplement in a form approved by the Co-Lead Underwriters and (i) will file the Canadian Supplemented Prospectus Supplement with the Principal Regulator in accordance with the PREP Shelf Procedures as soon as practicably possible, and in any event, not later than the Principal Regulator’s close of business 8:00 p.m. on the second business day following the execution and delivery of this AgreementJuly 6, 2016 and (ii) will file such the U.S. Supplemented Prospectus Supplement with the SEC not later than the SEC’s close of business on the first business day following the day on which the filing of the Canadian Supplemented Prospectus Supplement is made with the Principal Regulator. After the date of this Agreement, the Company shall promptly advise the Co-Lead Underwriters in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC with respect to the Canadian Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectuses, the Time of Sale Prospectus, any free writing prospectus or the Prospectuses, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement Statement, the U.S. Prospectus or the Canadian Prospectus or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, any marketing materials, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Shares Units for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares Common Shares and the Shares Units from the TSX or NASDAQNYSE, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission Governmental Authority of any order having the effect of ceasing or suspending the distribution of the SharesUnits, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (Great Panther Silver LTD)

Securities Act Compliance. The Company will prepare the Canadian Supplemented Prospectus Supplement and the U.S. Supplemented Prospectus Supplement in a form approved by the Lead Underwriters Joint Book-Running Managers and (i) will file the Canadian Supplemented Prospectus Supplement with the Principal Regulator in accordance with the PREP Shelf Procedures as soon as practicably possible, and in any event, not later than the Principal Regulator’s close of business 11:00 p.m. on the second business day following the execution and delivery of this AgreementSeptember 25, 2012, and (ii) will file such the U.S. Supplemented Prospectus Supplement with the SEC not later than the SEC’s close of business on the first business day following the day on which the filing of the Canadian Supplemented Prospectus Supplement is made with the Principal Regulator. After the date of this Agreement, the Company shall promptly advise the Lead Underwriters Joint Book-Running Managers in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC with respect to the Canadian Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectuses, the Time of Sale Prospectus, any free writing prospectus or the Prospectuses, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Shares for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares and the Shares from the TSX or NASDAQ, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission of any order having the effect of ceasing or suspending the distribution of the Shares, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (Neptune Technologies & Bioressources Inc.)

Securities Act Compliance. The Company will prepare the Canadian Supplemented Final Prospectus Supplement and the U.S. Supplemented Final Prospectus Supplement in a form approved by the Lead Underwriters and (i) will file the Canadian Supplemented Final Prospectus Supplement with the Principal Regulator Reviewing Authority in accordance with the PREP Canadian Shelf Procedures not later than the Principal RegulatorReviewing Authority’s close of business on the second business day following the execution and delivery of this Agreement, and (ii) will file such U.S. Supplemented File Prospectus Supplement with the SEC not later than the SEC’s close of business on the first business day following the day on which the filing of the Canadian Supplemented Final Prospectus Supplement is made with the Principal RegulatorReviewing Authority. After the date of this Agreement, the Company shall promptly advise the Lead Underwriters in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission Qualifying Authority or the SEC with respect to the Canadian Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission Qualifying Authority to amend or supplement the Canadian Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectuses, the Time of Sale Prospectus, any free writing prospectus or the Prospectuses, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC or any Canadian CommissionQualifying Authority, as applicable, of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Shares for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares and the Shares from the TSX or NASDAQ, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission Qualifying Authority of any order having the effect of ceasing or suspending the distribution of the Shares, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian Commission Qualifying Authority shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (Coastal Contacts Inc)

Securities Act Compliance. The Company will prepare the Canadian Supplemented Prospectus Supplement and the U.S. Supplemented Prospectus Supplement in a form approved by the Co-Lead Underwriters (acting reasonably) and (i) will file the Canadian Supplemented Prospectus Supplement with the Principal Regulator in accordance with the PREP Shelf Procedures as soon as practicably possible, and in any event, not later than the Principal Regulator’s close of business 5:00 p.m. (Toronto time) on the second business day following the execution and delivery of this AgreementAugust 3, 2016 and (ii) will file such the U.S. Supplemented Prospectus Supplement with the SEC not later than the SEC’s close of business on the first business day following the day on which the filing of the Canadian Supplemented Prospectus Supplement is made with the Principal Regulator. After the date of this Agreement, the Company shall promptly advise the Co-Lead Underwriters in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC with respect to the Canadian Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectuses, the Time of Sale Prospectus, any free writing prospectus or the Prospectuses, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement Statement, the U.S. Prospectus or the Canadian Prospectus or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, any marketing materials, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Shares Units for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares Common Shares and the Shares Units from the TSX or NASDAQExchanges, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission Governmental Authority of any order having the effect of ceasing or suspending the distribution of the SharesUnits, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (Vista Gold Corp)

Securities Act Compliance. The Company will prepare the Canadian Supplemented Prospectus Supplement and the U.S. Supplemented Prospectus Supplement in a form approved by the Lead Underwriters Underwriter and (i) will file the Canadian Supplemented Prospectus Supplement with the Principal Regulator in accordance with the PREP Shelf Procedures as soon as practicably possible, and in any event, not later than the Principal Regulator’s close of business 8:00 p.m. on the second business day following the execution and delivery of this Agreement, date hereof and (ii) will file such the U.S. Supplemented Prospectus Supplement with the SEC not later than the SEC’s close of business on the first business day following the day on which the filing of the Canadian Supplemented Prospectus Supplement is made with the Principal Regulator. After the date of this Agreement, the Company shall promptly advise the Lead Underwriters Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC with respect to the Canadian Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectuses, the Time of Sale Prospectus, any free writing prospectus or the Prospectuses, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement Statement, the U.S. Prospectus or the Canadian Prospectus or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary ProspectusProspectuses, the Time of Sale Prospectus, any free writing prospectus, any marketing materials, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Shares Units for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares Common Shares and the Shares Units from the TSX or NASDAQExchanges, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission Governmental Authority of any order having the effect of ceasing or suspending the distribution of the SharesUnits, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (Draganfly Inc.)

Securities Act Compliance. The Company will prepare the Canadian Supplemented Prospectus Supplement and the U.S. Supplemented Prospectus Supplement in a form approved by the Co-Lead Underwriters and (i) will file the Canadian Supplemented Prospectus Supplement with the Principal Regulator in accordance with the PREP Shelf Procedures as soon as practicably possible, and in any event, not later than the Principal Regulator’s close of business 5:30 p.m. on the second business day following the execution and delivery of this AgreementNovember 22, 2016 and (ii) will file such the U.S. Supplemented Prospectus Supplement with the SEC not later than the SEC’s close of business on the first business day following the day on which the filing of the Canadian Supplemented Prospectus Supplement is made with the Principal Regulator. After the date of this Agreement, the Company shall promptly advise the Co-Lead Underwriters in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC with respect to the Canadian Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectuses, the Time of Sale Prospectus, any free writing prospectus or the Prospectuses, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement Statement, the U.S. Prospectus or the Canadian Prospectus or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, any marketing materials, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Shares Units for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares Common Shares and the Shares Units from the TSX TSXV or NASDAQNYSE, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission Governmental Authority of any order having the effect of ceasing or suspending the distribution of the SharesUnits, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (Avino Silver & Gold Mines LTD)

Securities Act Compliance. The Company will prepare the Canadian Supplemented Preliminary Prospectus Supplement, the U.S. Preliminary Prospectus Supplement, the Canadian Prospectus Supplement and the U.S. Supplemented Prospectus Supplement, each in a form approved by the Lead Underwriters Representative (acting reasonably), and (i) will file the U.S. Preliminary Prospectus Supplement and the Canadian Supplemented Preliminary Prospectus Supplement on the date hereof concurrent with the execution of this Agreement and (ii) will file the U.S. Prospectus Supplement with the SEC as required by Rule 424(b) and the Canadian Prospectus Supplement with the Principal Regulator in accordance with the PREP Shelf Procedures as soon as practicably possible, and in any event, not later than the Principal Regulator’s close of business 5:00 p.m. (New York City time) on the second business day following the execution and delivery of this AgreementJuly 9, and (ii) will file such U.S. Supplemented Prospectus with the SEC not later than the SEC’s close of business on the first business day following the day on which the filing of the Canadian Supplemented Prospectus is made with the Principal Regulator2021. After the date of this Agreement, the Company shall promptly advise the Lead Underwriters Representative in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC with respect to the Canadian Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Preliminary Prospectus or Canadian Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Preliminary Prospectus or U.S. Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectuses, the Time of Sale Prospectus, any free writing prospectus or the Prospectuses, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement Statement, the U.S. Preliminary Prospectus, the U.S. Prospectus, the Canadian Preliminary Prospectus or the Canadian Prospectus or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Preliminary Prospectus, the U.S. Prospectus, the Canadian Preliminary Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, any marketing materials, the U.S. Preliminary Prospectus, the U.S. Prospectus, the Canadian Preliminary Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Shares Units for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares and the Common Shares from the TSX or NASDAQExchanges, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission Governmental Authority of any order having the effect of ceasing or suspending the distribution of the SharesUnits, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (Vista Gold Corp)

Securities Act Compliance. The Company will prepare the Canadian Supplemented Prospectus Supplement and the U.S. Supplemented Prospectus Supplement in a form approved by the Lead Underwriters and (i) will file the Canadian Supplemented Prospectus Supplement with the Principal Regulator in accordance with the PREP Shelf Procedures as soon as practicably possible, and in any event, not later than the Principal Regulator’s close of business 8:00 p.m. on the second business day following the execution and delivery of this Agreement, date hereof and (ii) will file such the U.S. Supplemented Prospectus Supplement with the SEC not later than the SEC’s close of business on the first business day following the day on which the filing of the Canadian Supplemented Prospectus Supplement is made with the Principal Regulator. After the date of this Agreement, the Company shall promptly advise the Lead Underwriters in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC with respect to the Canadian Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectuses, the Time of Sale Prospectus, any free writing prospectus or the Prospectuses, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement Statement, the U.S. Prospectus or the Canadian Prospectus or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, any marketing materials, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Shares for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares and the Common Shares from the TSX or NASDAQExchanges, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission Governmental Authority of any order having the effect of ceasing or suspending the distribution of the Shares, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (Vox Royalty Corp.)

Securities Act Compliance. The Company will prepare the Canadian Supplemented Prospectus Supplement and the U.S. Supplemented Prospectus Supplement in a form approved by the Lead Underwriters CFCC and (i) will file the Canadian Supplemented Prospectus Supplement with the Principal Regulator in accordance with the PREP Shelf Procedures as soon as practicably possible, and in any event, not later than the Principal Regulator’s close of business 5:00 p.m. (Toronto time) on the second business day following the execution and delivery of this AgreementNovember 12, 2020 and (ii) will file such the U.S. Supplemented Prospectus Supplement with the SEC not later than the SEC’s 's close of business on the first business day following the day on which the filing of the Canadian Supplemented Prospectus Supplement is made with the Principal Regulator. After the date of this Agreement, the Company shall promptly advise the Lead Underwriters CFCC in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC with respect to the Canadian Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectuses, the Time of Sale Prospectus, any free writing prospectus or the Prospectuses, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement Statement, the U.S. Prospectus or the Canadian Prospectus or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, any marketing materials, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Offered Shares for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares and the Common Shares from the TSX TSX, LSE or NASDAQNYSE American, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission Governmental Authority of any order having the effect of ceasing or suspending the distribution of the Offered Shares, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (Taseko Mines LTD)

Securities Act Compliance. The Company will prepare the Canadian Supplemented Prospectus Supplement and the U.S. Supplemented Prospectus Supplement in a form approved by the Lead Underwriters CFCC and (i) will file the Canadian Supplemented Prospectus Supplement with the Principal Regulator in accordance with the PREP Shelf Procedures as soon as practicably possible, and in any event, not later than the Principal Regulator’s close of business 5:00 p.m. (Toronto time) on the second business day following the execution and delivery of this AgreementAugust 2, 2019 and (ii) will file such the U.S. Supplemented Prospectus Supplement with the SEC not later than the SEC’s close of business on the first business day following the day on which the filing of the Canadian Supplemented Prospectus Supplement is made with the Principal Regulator. After the date of this Agreement, the Company shall promptly advise the Lead Underwriters CFCC in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC with respect to the Canadian Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectuses, the Time of Sale Prospectus, any free writing prospectus or the Prospectuses, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement Statement, the U.S. Prospectus or the Canadian Prospectus or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, any marketing materials, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Offered Shares for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares and the Common Shares from the TSX or NASDAQNYSE American, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission Governmental Authority of any order having the effect of ceasing or suspending the distribution of the Offered Shares, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (GREAT PANTHER MINING LTD)

Securities Act Compliance. The Company will prepare the Canadian Supplemented Prospectus Supplement and the U.S. Supplemented Prospectus Supplement in a form approved by the Co-Lead Underwriters and (i) will file the Canadian Supplemented Prospectus Supplement with the Principal Regulator in accordance with the PREP Shelf Procedures as soon as practicably possible, and in any event, not later than the Principal Regulator’s close of business 5:00 p.m. (Toronto time) on the second business day following the execution and delivery of this AgreementOctober 8, 2020 and (ii) will file such the U.S. Supplemented Prospectus Supplement with the SEC not later than the SEC’s close of business on the first business day following the day on which the filing of the Canadian Supplemented Prospectus Supplement is made with the Principal Regulator. After the date of this Agreement, the Company shall promptly advise the Co-Lead Underwriters in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC with respect to the Canadian Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectuses, the Time of Sale Prospectus, any free writing prospectus or the Prospectuses, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement Statement, the U.S. Prospectus or the Canadian Prospectus or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, any marketing materials, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Offered Shares for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares and the Common Shares from the TSX or NASDAQNYSE American, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission Governmental Authority of any order having the effect of ceasing or suspending the distribution of the Offered Shares, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (Denison Mines Corp.)

Securities Act Compliance. The Company will prepare the Canadian Supplemented Prospectus Supplement and the U.S. Supplemented Prospectus Supplement in a form approved by the Lead Underwriters Joint Book-Running Managers and (i) will file the Canadian Supplemented Prospectus Supplement with the Principal Regulator in accordance with the PREP Shelf Procedures as soon as practicably possible, and in any event, not later than the Principal Regulator’s close of business 11:00 p.m. on the second business day following the execution and delivery of this AgreementFebruary [28], 2014, and (ii) will file such the U.S. Supplemented Prospectus Supplement with the SEC not later than the SEC’s close of business on the first business day following the day on which the filing of the Canadian Supplemented Prospectus Supplement is made with the Principal Regulator. After the date of this Agreement, the Company shall promptly advise the Lead Underwriters Joint Book-Running Managers in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC with respect to the Canadian Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectuses, the Time of Sale Prospectus, any free writing prospectus or the Prospectuses, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Shares for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares and the Shares from the TSX or NASDAQ, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission of any order having the effect of ceasing or suspending the distribution of the Shares, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (Neptune Technologies & Bioressources Inc.)

Securities Act Compliance. The Company will prepare the Canadian Supplemented Final Prospectus in accordance with the Canadian Shelf Procedures and the U.S. Supplemented Final Prospectus, consisting of the Canadian Final Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, in each case in a form reasonably approved by the Lead Underwriters Underwriters, and will file (i) will file the Canadian Supplemented Final Prospectus with the Principal Regulator in accordance with the PREP Procedures Reviewing Authority as soon as possible but not later than the Principal Regulator’s close of business 9:00 a.m. (Winnipeg time) on the second business day following the execution and delivery of this AgreementMarch 13, 2013, and (ii) will file such U.S. Supplemented Final Prospectus with the SEC as soon as possible but in any event not later than the SEC’s close of business on the first business day following the day on which the filing of the Canadian Supplemented Final Prospectus is made with the Principal RegulatorReviewing Authority. After the date of this Agreement, the Company shall promptly advise the Lead Underwriters in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC with respect to the Canadian Preliminary Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Final Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Final Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectuses, the Time of Sale Prospectus, any free writing prospectus or the Final Prospectuses, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Final Prospectus or the Canadian Final Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, the U.S. Final Prospectus or the Canadian Final Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Shares for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares Common Shares and the Shares from the TSX or NASDAQ, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission of any order having the effect of ceasing or suspending the distribution of the Shares, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (IMRIS Inc.)

Securities Act Compliance. The Company will prepare the Canadian Supplemented Final Prospectus and the U.S. Supplemented Prospectus in a form approved by the Lead Underwriters and (i) will file the Canadian Supplemented Prospectus with the Principal Regulator in accordance with the PREP Canadian Shelf Procedures and the U.S. Final Prospectus, consisting of the Canadian Final Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, in each case in a form reasonably approved by the Underwriters, and will file (i) the Canadian Final Prospectus with the Reviewing Authority as soon as possible but not later than the Principal Regulator’s close of business 9:00 a.m. (Toronto time) on the second business day following the execution and delivery of this AgreementMay 14, 2014, and (ii) will file such U.S. Supplemented Final Prospectus with the SEC not later than as soon as possible but in any event within the SEC’s close of business on the first business day following the day on which the filing of the Canadian Supplemented Prospectus is made with the Principal Regulatortime limit required by SEC rules and regulations. After the date of this Agreement, the Company shall promptly advise the Lead Underwriters and the Selling Shareholder in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC with respect to the Canadian Preliminary Prospectus, the U.S. Preliminary Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Final Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Final Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectuses, the Time of Sale Prospectus, any free writing prospectus or the Final Prospectuses, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Final Prospectus or the Canadian Final Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, the U.S. Final Prospectus or the Canadian Final Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Offered Shares for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares Common Shares and the Treasury Shares from the TSX or NASDAQ, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission of any order having the effect of ceasing or suspending the distribution of the Offered Shares, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian Commission shall enter any such stop order at any time, the Company will use its reasonable best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (Hydrogenics Corp)

Securities Act Compliance. The Company will prepare the Canadian Supplemented Final Prospectus and the U.S. Supplemented Prospectus in a form approved by the Lead Underwriters and (i) will file the Canadian Supplemented Prospectus with the Principal Regulator in accordance with the PREP Procedures not later than SEC requirements in a form reasonably approved by the Principal Regulator’s close of business on the second business day following the execution and delivery of this AgreementRepresentative, and (ii) will file such U.S. Supplemented Final Prospectus with the SEC not later than as soon as possible but in any event within the SEC’s close of business on the first business day following the day on which the filing of the Canadian Supplemented Prospectus is made with the Principal Regulatortime limit required by SEC rules and regulations. After the date of this Agreement, the Company shall promptly advise the Lead Underwriters in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC with respect to the Canadian Preliminary Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Final Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectuses, the Time of Sale Prospectus, any free writing prospectus or the ProspectusesFinal Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Prospectus or the Canadian Final Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, the U.S. Prospectus or the Canadian Final Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Offered Shares for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares Common Shares and the Offered Shares from the TSX or NASDAQ, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission of any order having the effect of ceasing or suspending the distribution of the Offered Shares, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian Commission shall enter any such stop order at any time, the Company will use its reasonable best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (Hydrogenics Corp)

Securities Act Compliance. The Company will prepare the Canadian Supplemented Prospectus Supplement and the U.S. Supplemented Prospectus Supplement in a form approved by the Lead Underwriters CFCC and (i) will file the Canadian Supplemented Prospectus Supplement with the Principal Regulator in accordance with the PREP Shelf Procedures as soon as practicably possible, and in any event, not later than the Principal Regulator’s close of business 8:00 p.m. on the second business day following the execution and delivery of this AgreementJune 4, 2019 and (ii) will file such the U.S. Supplemented Prospectus Supplement with the SEC not later than the SEC’s close of business on the first business day following the day on which the filing of the Canadian Supplemented Prospectus Supplement is made with the Principal Regulator. After the date of this Agreement, the Company shall promptly advise the Lead Underwriters CFCC in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC with respect to the Canadian Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectuses, the Time of Sale Prospectus, any free writing prospectus or the Prospectuses, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement Statement, the U.S. Prospectus or the Canadian Prospectus or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, any marketing materials, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Offered Shares for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares and the Common Shares from the TSX or NASDAQNYSE American, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission Governmental Authority of any order having the effect of ceasing or suspending the distribution of the Offered Shares, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (Alexco Resource Corp)

Securities Act Compliance. The Company will prepare the Canadian Supplemented Final Prospectus and the U.S. Supplemented Prospectus in a form approved by the Lead Underwriters and (i) will file the Canadian Supplemented Prospectus with the Principal Regulator in accordance with the PREP Canadian Shelf Procedures and the U.S. Final Prospectus, consisting of the Canadian Final Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, in each case in a form reasonably approved by the Underwriters, and will file (i) the Canadian Final Prospectus with the Reviewing Authority as soon as possible but not later than the Principal Regulator’s close of business 9:00 a.m. (Toronto time) on the second business day following the execution and delivery of this AgreementJuly 25, 2014, and (ii) will file such U.S. Supplemented Final Prospectus with the SEC not later than as soon as possible but in any event within the SEC’s close of business on the first business day following the day on which the filing of the Canadian Supplemented Prospectus is made with the Principal Regulatortime limit required by SEC rules and regulations. After the date of this Agreement, the Company shall promptly advise the Lead Underwriters in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC with respect to the Canadian Preliminary Prospectus, the U.S. Preliminary Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Final Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Final Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectuses, the Time of Sale Prospectus, any free writing prospectus or the Final Prospectuses, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Final Prospectus or the Canadian Final Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, the U.S. Final Prospectus or the Canadian Final Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Shares Offered Securities for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares and Common Shares, the Unit Shares, the Warrant Shares or the Warrants, as applicable, from the TSX or NASDAQ, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission of any order having the effect of ceasing or suspending the distribution of the SharesOffered Securities, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (Dragonwave Inc)

Securities Act Compliance. The Company will prepare the Canadian Supplemented Prospectus and the U.S. Supplemented Prospectus in a form approved by the Lead Underwriters and (i) will file the Canadian Supplemented Prospectus with the Principal Regulator in accordance with the PREP Procedures not later than the Principal Regulator’s close of business on the second business day following the execution and delivery of this Agreement, and (ii) will file such U.S. Supplemented Prospectus with the SEC not later than the SEC’s close of business on the first business day following the day on which the filing of the Canadian Supplemented Prospectus is made with the Principal Regulator. After the date of this Agreement, the Company shall promptly advise the Lead Underwriters in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC Commission with respect to the Canadian Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Prospectus or for additional information or of any request by the SEC Commission to amend the Registration Statement or to amend or supplement the U.S. Prospectus Registration Statement or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary ProspectusesProspectus, the Time of Sale Prospectus, any free writing prospectus or the ProspectusesProspectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC Commission or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Offered Shares for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares and the Shares from the TSX any securities exchange upon which they are listed for trading or NASDAQincluded or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission or of the Commission of any order having the effect of ceasing or suspending the distribution of the Offered Shares, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC Commission or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (GLG Life Tech Corp)

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Securities Act Compliance. The Company will prepare the Canadian Supplemented Prospectus Supplement and the U.S. Supplemented Prospectus Supplement in a form approved by the Lead Underwriters Underwriter and (i) will file the Canadian Supplemented Prospectus Supplement with the Principal Regulator in accordance with the PREP Shelf Procedures as soon as practicably possible, and in any event, not later than the Principal Regulator’s close of business 8:00 p.m. on the second business day following the execution and delivery of this Agreement, date hereof and (ii) will file such the U.S. Supplemented Prospectus Supplement with the SEC not later than the SEC’s 's close of business on the first business day following the day on which the filing of the Canadian Supplemented Prospectus Supplement is made with the Principal Regulator. After the date of this Agreement, the Company shall promptly advise the Lead Underwriters Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC with respect to the Canadian Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectuses, the Time of Sale Prospectus, any free writing prospectus or the Prospectuses, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement Statement, the U.S. Prospectus or the Canadian Prospectus or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, any marketing materials, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Shares for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares Common Shares and the Shares from the TSX or NASDAQNYSE American, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission Governmental Authority of any order having the effect of ceasing or suspending the distribution of the Shares, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (GREAT PANTHER MINING LTD)

Securities Act Compliance. The Company will prepare the Canadian Supplemented PREP Prospectus Supplement and the U.S. Supplemented Prospectus Supplement in a form approved by the Lead Underwriters Representative and (i) will file the Canadian Supplemented PREP Prospectus Supplement with the Principal Regulator BCSC in accordance with the PREP Procedures not later than the Principal RegulatorBCSC’s close of business on the second business day following the execution and delivery of this Agreement, and (ii) will file such U.S. Supplemented Prospectus Supplement with the SEC Commission pursuant to General Instruction II.L of Form F-10 not later than the SECCommission’s close of business on the first business day following the day on which the filing of the Canadian Supplemented PREP Prospectus Supplement is made with the Principal RegulatorBCSC. After the date of this Agreement, the Company shall promptly advise the Lead Underwriters Representative in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC Commission with respect to the Canadian Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Prospectus or for additional information or of any request by the SEC Commission to amend the Registration Statement or to amend or supplement the U.S. Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary ProspectusesProspectus, the Time of Sale Prospectus, any free writing prospectus or the ProspectusesProspectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC Commission or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Offered Shares for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares and the Shares from the TSX any securities exchange upon which they are listed for trading or NASDAQincluded or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission of any order having the effect of ceasing or suspending the distribution of the Offered Shares, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC Commission or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (Westport Innovations Inc)

Securities Act Compliance. The Company will prepare the Canadian Supplemented Prospectus Supplement and the U.S. Supplemented Prospectus Supplement in a form approved by the Lead Underwriters Underwriter and (i) will file the Canadian Supplemented Prospectus Supplement with the Principal Regulator in accordance with the PREP Shelf Procedures as soon as practicably possible, and in any event, not later than the Principal Regulator’s close of business 5:00 p.m. (Toronto time) on the second business day following the execution and delivery of this AgreementOctober 11, 2023 and (ii) will file such the U.S. Supplemented Prospectus Supplement with the SEC not later than the SEC’s close of business on the first business day following the day on which the filing of the Canadian Supplemented Prospectus Supplement is made with the Principal Regulator. After the date of this Agreement, the Company shall promptly advise the Lead Underwriters Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC with respect to the Canadian Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectuses, the Time of Sale Prospectus, any free writing prospectus or the Prospectuses, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement Statement, the U.S. Prospectus or the Canadian Prospectus or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, any marketing materials, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Offered Shares for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares and the Common Shares from the TSX or NASDAQNYSE American, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission Governmental Authority of any order having the effect of ceasing or suspending the distribution of the Offered Shares, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (Denison Mines Corp.)

Securities Act Compliance. The Company will prepare the Canadian Supplemented Prospectus Supplement and the U.S. Supplemented Prospectus Supplement in a form approved by the Lead Underwriters CFCC and (i) will file the Canadian Supplemented Prospectus Supplement with the Principal Regulator in accordance with the PREP Shelf Procedures as soon as practicably possible, and in any event, not later than the Principal Regulator’s close of business 8:00 p.m. on the second business day following the execution and delivery of this AgreementMarch 13, 2019 and (ii) will file such the U.S. Supplemented Prospectus Supplement with the SEC not later than the SEC’s close of business on the first business day following the day on which the filing of the Canadian Supplemented Prospectus Supplement is made with the Principal Regulator. After the date of this Agreement, the Company shall promptly advise the Lead Underwriters CFCC in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC with respect to the Canadian Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectuses, the Time of Sale Prospectus, any free writing prospectus or the Prospectuses, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement Statement, the U.S. Prospectus or the Canadian Prospectus or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, any marketing materials, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Offered Shares for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares and the Common Shares from the TSX or NASDAQNYSE American, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission Governmental Authority of any order having the effect of ceasing or suspending the distribution of the Offered Shares, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (Northern Dynasty Minerals LTD)

Securities Act Compliance. The Company will prepare the Canadian Supplemented Prospectus Supplement and the U.S. Supplemented Prospectus Supplement in a form approved by the Co-Lead Underwriters and (i) will file the Canadian Supplemented Prospectus Supplement with the Principal Regulator in accordance with the PREP Shelf Procedures as soon as practicably possible, and in any event, not later than the Principal Regulator’s close of business 5:30 p.m. on the second business day following the execution and delivery of this AgreementJuly 6, 2016 and (ii) will file such the U.S. Supplemented Prospectus Supplement with the SEC not later than the SEC’s close of business on the first business day following the day on which the filing of the Canadian Supplemented Prospectus Supplement is made with the Principal Regulator. After the date of this Agreement, the Company shall promptly advise the Co-Lead Underwriters in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC with respect to the Canadian Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectuses, the Time of Sale Prospectus, any free writing prospectus or the Prospectuses, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement Statement, the U.S. Prospectus or the Canadian Prospectus or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, any marketing materials, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Shares Units for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares Common Shares and the Shares Units from the TSX or NASDAQNYSE, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission Governmental Authority of any order having the effect of ceasing or suspending the distribution of the SharesUnits, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (Great Panther Silver LTD)

Securities Act Compliance. The Company will prepare the Canadian Supplemented Prospectus Supplement and the U.S. Supplemented Prospectus Supplement in a form approved by the Co-Lead Underwriters and (i) has filed the U.S. Preliminary Prospectus Supplement and the Canadian Preliminary Prospectus Supplement, each on Xxxxx 0, 0000, (xx) will file the Canadian Supplemented Prospectus Supplement with the Principal Regulator in accordance with the PREP Shelf Procedures as soon as practicably possible, and in any event, not later than the Principal Regulator’s close of business 4:00 p.m. on the second business day following the execution and delivery of this AgreementMarch 10, 2016, and (iiiii) will file such the U.S. Supplemented Prospectus Supplement with the SEC not later than the SEC’s close of business on the first business day following the day on which the filing of the Canadian Supplemented Prospectus Supplement is made with the Principal Regulator. After the date of this Agreement, the Company shall promptly advise the Co-Lead Underwriters in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC with respect to the Canadian Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectuses, the Preliminary Prospectus Supplements, the Time of Sale Prospectus, any free writing prospectus or the Prospectuses, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement Statement, the U.S. Prospectus or the Canadian Prospectus or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Preliminary Prospectus Supplements, the Time of Sale Prospectus, any free writing prospectus, any marketing materials, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Shares Units for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares Common Shares and the Shares Units from the TSX or NASDAQNYSE, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission Governmental Authority of any order having the effect of ceasing or suspending the distribution of the SharesUnits, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (Energy Fuels Inc)

Securities Act Compliance. The Company will prepare the Canadian Supplemented Prospectus Supplement and the U.S. Supplemented Prospectus Supplement in a form approved by the Lead Underwriters CFCC and (i) will file the Canadian Supplemented Prospectus Supplement with the Principal Regulator in accordance with the PREP Shelf Procedures as soon as practicably possible, and in any event, not later than the Principal Regulator’s close of business 5:00 p.m. (Vancouver Time) on the second business day following the execution and delivery of this AgreementDecember 13, 2019 and (ii) will file such the U.S. Supplemented Prospectus Supplement with the SEC not later than the SEC’s 's close of business on the first business day following the day on which the filing of the Canadian Supplemented Prospectus Supplement is made with the Principal Regulator. After the date of this Agreement, the Company shall promptly advise the Lead Underwriters CFCC in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC with respect to the Canadian Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectuses, the Time of Sale Prospectus, any free writing prospectus or the Prospectuses, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement Statement, the U.S. Prospectus or the Canadian Prospectus or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, any marketing materials, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Offered Shares for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares and the Common Shares from the TSX or NASDAQNYSE American, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission Governmental Authority of any order having the effect of ceasing or suspending the distribution of the Offered Shares, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (Northern Dynasty Minerals LTD)

Securities Act Compliance. The Company will prepare the Canadian Supplemented Final Prospectus and the U.S. Supplemented Prospectus in a form approved by the Lead Underwriters and (i) will file the Canadian Supplemented Prospectus with the Principal Regulator in accordance with the PREP Canadian Shelf Procedures and the U.S. Final Prospectus, consisting of the Canadian Final Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, in each case in a form reasonably approved by the Underwriters, and will file (i) the Canadian Final Prospectus with the Reviewing Authority as soon as possible but not later than the Principal Regulator’s close of business 9:00 a.m. (Toronto time) on the second business day following the execution and delivery of this AgreementSeptember 18, 2013, and (ii) will file such U.S. Supplemented Final Prospectus with the SEC not later than as soon as possible but in any event within the SEC’s close of business on the first business day following the day on which the filing of the Canadian Supplemented Prospectus is made with the Principal Regulatortime limit required by SEC rules and regulations. After the date of this Agreement, the Company shall promptly advise the Lead Underwriters in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC with respect to the Canadian Preliminary Prospectus, the U.S. Preliminary Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Final Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Final Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectuses, the Time of Sale Prospectus, any free writing prospectus or the Final Prospectuses, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Final Prospectus or the Canadian Final Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, the U.S. Final Prospectus or the Canadian Final Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Shares Offered Securities for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares Common Shares and the Unit Shares or the Warrant Shares, as applicable, from the TSX or NASDAQ, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission of any order having the effect of ceasing or suspending the distribution of the SharesOffered Securities, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (Dragonwave Inc)

Securities Act Compliance. The Company will prepare the Canadian Supplemented Prospectus Supplement and the U.S. Supplemented Prospectus Supplement in a form approved by the Lead Underwriters CFCC and (i) will file the Canadian Supplemented Prospectus Supplement with the Principal Regulator in accordance with the PREP Shelf Procedures as soon as practicably possible, and in any event, not later than the Principal Regulator’s close of business 5:00 p.m. (Vancouver Time) on the second business day following the execution and delivery of this AgreementAugust 9, 2019 and (ii) will file such the U.S. Supplemented Prospectus Supplement with the SEC not later than the SEC’s 's close of business on the first business day following the day on which the filing of the Canadian Supplemented Prospectus Supplement is made with the Principal Regulator. After the date of this Agreement, the Company shall promptly advise the Lead Underwriters CFCC in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC with respect to the Canadian Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectuses, the Time of Sale Prospectus, any free writing prospectus or the Prospectuses, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement Statement, the U.S. Prospectus or the Canadian Prospectus or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, any marketing materials, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Offered Shares for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares and the Common Shares from the TSX or NASDAQNYSE American, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission Governmental Authority of any order having the effect of ceasing or suspending the distribution of the Offered Shares, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (Northern Dynasty Minerals LTD)

Securities Act Compliance. The Company will prepare the Canadian Supplemented Final Prospectus and the U.S. Supplemented Final Prospectus in a form approved by the Lead Underwriters Representative and (i) will file the Canadian Supplemented Final Prospectus with the Principal Regulator Reviewing Authority in accordance with the PREP Canadian Shelf Procedures not later than the Principal RegulatorReviewing Authority’s close of business on the second business day following the execution and delivery of this Agreement, and (ii) will file such U.S. Supplemented Final Prospectus with the SEC Commission pursuant to General Instruction II.L of Form F-10 not later than the SECCommission’s close of business on the first business day following the day on which the filing of the Canadian Supplemented Final Prospectus is made with the Principal RegulatorReviewing Authority. After the date of this Agreement, the Company shall promptly advise the Lead Underwriters Representative in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC Commission with respect to the Canadian Final Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Final Prospectus or for additional information or of any request by the SEC Commission to amend the Registration Statement or to amend or supplement the U.S. Final Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary ProspectusesProspectus, the Time of Sale Prospectus, any free writing prospectus or the ProspectusesFinal Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC Commission or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Prospectus or the Canadian Final Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, the U.S. Prospectus or the Canadian Final Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Offered Shares for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares and the Shares from the TSX any securities exchange upon which they are listed for trading or NASDAQincluded or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission of any order having the effect of ceasing or suspending the distribution of the Offered Shares, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC Commission or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (Westport Innovations Inc)

Securities Act Compliance. The Company will prepare the Canadian Supplemented Prospectus Supplement and the U.S. Supplemented Prospectus Supplement in a form approved by the Co-Lead Underwriters and (i) will file the Canadian Supplemented Prospectus Supplement with the Principal Regulator in accordance with the PREP Shelf Procedures as soon as practicably possible, and in any event, not later than the Principal Regulator’s close of business 5:00 p.m. (Toronto time) on the second business day following the execution and delivery of this AgreementMay 14, 2020 and (ii) will file such the U.S. Supplemented Prospectus Supplement with the SEC not later than the SEC’s 's close of business on the first business day following the day on which the filing of the Canadian Supplemented Prospectus Supplement is made with the Principal Regulator. After the date of this Agreement, the Company shall promptly advise the Co-Lead Underwriters in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC with respect to the Canadian Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectuses, the Time of Sale Prospectus, any free writing prospectus or the Prospectuses, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement Statement, the U.S. Prospectus or the Canadian Prospectus or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, any marketing materials, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Offered Shares for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares and the Common Shares from the TSX or NASDAQNYSE American, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission Governmental Authority of any order having the effect of ceasing or suspending the distribution of the Offered Shares, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (GREAT PANTHER MINING LTD)

Securities Act Compliance. The Company will prepare the Canadian Supplemented Prospectus Supplement and the U.S. Supplemented Prospectus Supplement in a form approved by the Lead Underwriters CFCC and (i) will file the Canadian Supplemented Prospectus Supplement with the Principal Regulator in accordance with the PREP Shelf Procedures as soon as practicably possible, and in any event, not later than the Principal Regulator’s close of business 5:00 p.m. (Vancouver Time) on the second business day following the execution and delivery of this AgreementJuly 10, 2020 and (ii) will file such the U.S. Supplemented Prospectus Supplement with the SEC not later than the SEC’s 's close of business on the first business day following the day on which the filing of the Canadian Supplemented Prospectus Supplement is made with the Principal Regulator. After the date of this Agreement, the Company shall promptly advise the Lead Underwriters CFCC in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC with respect to the Canadian Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectuses, the Time of Sale Prospectus, any free writing prospectus or the Prospectuses, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement Statement, the U.S. Prospectus or the Canadian Prospectus or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, any marketing materials, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Offered Shares for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares and the Common Shares from the TSX or NASDAQNYSE American, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission Governmental Authority of any order having the effect of ceasing or suspending the distribution of the Offered Shares, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (Northern Dynasty Minerals LTD)

Securities Act Compliance. The Company will prepare the Canadian Supplemented Prospectus Supplement and the U.S. Supplemented Prospectus Supplement in a form approved by the Lead Underwriters CFCC and (i) will file the Canadian Supplemented Prospectus Supplement with the Principal Regulator in accordance with the PREP Shelf Procedures as soon as practicably possible, and in any event, not later than the Principal Regulator’s close of business 8:00 p.m. on the second business day following the execution and delivery of this AgreementJune 19, 2019 and (ii) will file such the U.S. Supplemented Prospectus Supplement with the SEC not later than the SEC’s close of business on the first business day following the day on which the filing of the Canadian Supplemented Prospectus Supplement is made with the Principal Regulator. After the date of this Agreement, the Company shall promptly advise the Lead Underwriters CFCC in writing (i) of the receipt of any comments of, or requests for additional or supplemental information or other communication from, any Canadian Commission or the SEC with respect to the Canadian Prospectus or the Registration Statement, (ii) of any request by any Canadian Commission to amend or supplement the Canadian Prospectus or for additional information or of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Prospectus or for additional information, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectuses, the Time of Sale Prospectus, any free writing prospectus or the Prospectuses, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (v) of the issuance by the SEC or any Canadian Commission, as applicable, of any stop order suspending the effectiveness of the Registration Statement Statement, the U.S. Prospectus or the Canadian Prospectus or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, any marketing materials, the U.S. Prospectus or the Canadian Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, or the suspension of the qualification of the Offered Shares for sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Company’s outstanding common shares and the Common Shares from the TSX or NASDAQNYSE American, or of the threatening or initiation of any proceedings for any of such purposes, and (vi) of the issuance by any Canadian Commission Governmental Authority of any order having the effect of ceasing or suspending the distribution of the Offered Shares, or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose. If the SEC or any Canadian Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment.

Appears in 1 contract

Samples: Underwriting Agreement (Northern Dynasty Minerals LTD)

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