The Offering. (a) Each Purchaser resident in a Qualifying Jurisdiction will purchase the Offered Securities pursuant to the Prospectus Supplement. Each other Purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Securities, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Corporation and the Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable laws and the terms of this Agreement (including Schedule “A” to this Agreement with respect to offers and sales of Offered Securities in the United States). The Corporation hereby agrees to secure compliance with all Securities Laws of the Qualifying Jurisdictions on a timely basis in connection with the distribution of the Offered Securities and the Corporation shall execute and file with the Canadian Securities Regulators all forms, notices and certificates relating to the Offering required to be filed pursuant to applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by applicable Securities Laws in the Qualifying Jurisdictions. The Corporation also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Corporation’s expense all private placement forms required to be filed by the Corporation in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Securities outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Laws outside of Canada The Underwriters agree to assist the Corporation in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. (b) The Corporation understands that although this Agreement is presented on behalf of the Underwriters as purchaser, the Underwriters may arrange for Substituted Purchasers for the Offered Securities. It is further understood that the Underwriters agree to purchase or cause to be purchased the Units, and if the Over-Allotment Option is exercised, the Additional Securities, as applicable, being issued by the Corporation and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser will purchase Offered Securities at the respective Issue Price set forth in the paragraphs above, and to the extent that Substituted Purchasers purchase Offered Securities, the obligations of the Underwriters to do so will be reduced by the number of Offered Securities purchased by the Substituted Purchasers from the Corporation (but will not relieve the Underwriters from paying to the Corporation the Issue Price per Offered Security purchased by such Substituted Purchasers). Any reference in this Agreement hereafter to “Purchasers” will be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any. Notwithstanding the foregoing all Offered Securities sold pursuant to Rule 144A will first be purchased by the Underwriters, acting as principal, and resold in transactions in accordance with Rule 144A. (c) The Corporation agrees that the Underwriters will have the right to invite one or more registered dealers or brokers (each, a “Selling Firm”) as agents to assist with the sale of the Offered Securities. The Underwriters have the exclusive right to control all compensation arrangements between the members of the selling group, such compensation to be payable by the Underwriters. The Underwriters will, and will cause any Selling Firm to agree to, comply with applicable Securities Laws in connection with the distribution of the Units and will offer the Units for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectus Supplement and this Agreement. The Underwriters will: (i) use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Securities as soon as reasonably practicable but in any event no later than 7 days after the Corporation’s filing of the Prospectus Supplement; and (ii) as soon as practicable after the completion of the distribution of the Offered Securities, and in any event within 30 days after the Closing Date, notify the Corporation thereof, on their behalf and on behalf of the Selling Firms, and provide the Corporation with a breakdown of the number of Offered Securities distributed in the Qualifying Jurisdictions and any other jurisdictions subject to Section 3(c)(ii). (d) The Corporation will forthwith: (i) file, concurrently with the execution of this Agreement, the Prospectus Supplement and other documents with the Canadian Securities Regulators as required under applicable Securities Laws; and (ii) elect to use the Passport System and designate the OSC as the principal regulator thereunder. (e) Until the earlier of the date on which: (i) the distribution of the Offered Securities is completed; or (ii) the Underwriters have exercised their termination rights pursuant to Sections 13 and 14, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under the Securities Laws to continue to qualify the distribution of the Offered Securities or, in the event that the Offered Securities have, for any reason, ceased so to qualify, to so qualify again the Offered Securities, as applicable, for distribution in the Qualifying Jurisdictions. The Underwriters will, upon the Corporation filing the Prospectus Supplement, and upon receiving sufficient copies of the Prospectus Supplement from the Corporation in accordance with subsection 5(d)(i), deliver one copy of the Prospectus Supplement (together with any amendments thereto) to all persons resident in the Qualifying Jurisdictions who are to acquire the Offered Securities. (f) Prior to the filing of the Prospectus Supplement and the Closing, the Corporation will have permitted the Underwriters to review the Prospectus Supplement and will allow the Underwriters to conduct any due diligence investigations which they reasonably require in order to fulfill their obligations as Underwriters under applicable Securities Laws and in order to enable the Underwriters to responsibly execute the certificate in the Prospectus Supplement required to be executed by them. Unless so advised otherwise, the Underwriters will be entitled to rely on the advice or absence of advice, as the case may be, of the Corporation in the course of their due diligence investigations. (g) In carrying out their responsibilities under this Agreement, the Underwriters will necessarily rely on information prepared or supplied by the Corporation. The Underwriters will apply reasonable standards of diligence to their due diligence inquiries. However, the Underwriters will be entitled to reasonably rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will the Underwriters be liable to the Corporation or any securityholder for any damages arising out of the inaccuracy or incompleteness of such information. The Corporation maintains sole responsibility for the accuracy and completeness of the Offering Documents, all Documents Incorporated by Reference, and any other disclosure document to be prepared in connection with the Offering, except any portions thereof that are provided by the Underwriters.
Appears in 1 contract
Sources: Underwriting Agreement
The Offering. The Issuer Arkanova Energy Corporation (the “Issuer”). Issue Price US$0.10 per Share Offering There is no minimum or maximum offering. Selling Jurisdictions The United States or offshore (the “Selling Jurisdictions”). Exemptions The offering will be made in accordance with the following exemptions: (a) Each Purchaser resident in a Qualifying Jurisdiction will purchase the Offered Securities pursuant to the Prospectus Supplement. Each other Purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Securities, only on a private placement basis Accredited Investor exemption as provided by Regulation D promulgated under the applicable 1933 Act; and (b) such other exemptions as may be available the securities laws of the jurisdiction Selling Jurisdictions. Resale restrictions and legends The Subscriber acknowledges that any resale of any of the Shares will be subject to resale restrictions contained in which the purchaser is resident securities legislation applicable to the Subscriber or located, proposed transferee. The Subscriber acknowledges that none of the Shares have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance with such procedures as the Corporation and the Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable federal securities laws and the terms of this Agreement (including Schedule “A” to this Agreement with respect to offers and sales of Offered Securities in the United States)all applicable state securities laws or exemptions from such registration requirements are available. The Corporation hereby agrees Subscriber acknowledges that the certificates representing the Shares will bear the following legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.” The Subscriber and any Beneficial Purchaser are advised to secure compliance consult with all Securities Laws their own legal counsel or advisors to determine the resale restrictions that may be applicable to them. Closing Date Payment for, and delivery of the Qualifying Jurisdictions Shares, is scheduled to occur on a timely basis in connection with the distribution of the Offered Securities and the Corporation shall execute and file with the Canadian Securities Regulators all forms, notices and certificates relating to the Offering required to be filed pursuant to applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by applicable Securities Laws in the Qualifying Jurisdictions. The Corporation also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Corporation’s expense all private placement forms required to be filed such date as determined by the Corporation Company in connection with its sole discretion (the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Securities outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Laws outside of Canada The Underwriters agree to assist the Corporation in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering.
(b) The Corporation understands that although this Agreement is presented on behalf of the Underwriters as purchaser, the Underwriters may arrange for Substituted Purchasers for the Offered Securities. It is further understood that the Underwriters agree to purchase or cause to be purchased the Units, and if the Over-Allotment Option is exercised, the Additional Securities, as applicable, being issued by the Corporation and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser will purchase Offered Securities at the respective Issue Price set forth in the paragraphs above, and to the extent that Substituted Purchasers purchase Offered Securities, the obligations of the Underwriters to do so will be reduced by the number of Offered Securities purchased by the Substituted Purchasers from the Corporation (but will not relieve the Underwriters from paying to the Corporation the Issue Price per Offered Security purchased by such Substituted Purchasers). Any reference in this Agreement hereafter to “Purchasers” will be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any. Notwithstanding the foregoing all Offered Securities sold pursuant to Rule 144A will first be purchased by the Underwriters, acting as principal, and resold in transactions in accordance with Rule 144A.
(c) The Corporation agrees that the Underwriters will have the right to invite one or more registered dealers or brokers (each, a “Selling Firm”) as agents to assist with the sale of the Offered Securities. The Underwriters have the exclusive right to control all compensation arrangements between the members of the selling group, such compensation to be payable by the Underwriters. The Underwriters will, and will cause any Selling Firm to agree to, comply with applicable Securities Laws in connection with the distribution of the Units and will offer the Units for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectus Supplement and this Agreement. The Underwriters will: (i) use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Securities as soon as reasonably practicable but in any event no later than 7 days after the Corporation’s filing of the Prospectus Supplement; and (ii) as soon as practicable after the completion of the distribution of the Offered Securities, and in any event within 30 days after the Closing Date, notify the Corporation thereof, on their behalf and on behalf of the Selling Firms, and provide the Corporation with a breakdown of the number of Offered Securities distributed in the Qualifying Jurisdictions and any other jurisdictions subject to Section 3(c)(ii”).
(d) The Corporation will forthwith: (i) file, concurrently with the execution of this Agreement, the Prospectus Supplement and other documents with the Canadian Securities Regulators as required under applicable Securities Laws; and (ii) elect to use the Passport System and designate the OSC as the principal regulator thereunder.
(e) Until the earlier of the date on which: (i) the distribution of the Offered Securities is completed; or (ii) the Underwriters have exercised their termination rights pursuant to Sections 13 and 14, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under the Securities Laws to continue to qualify the distribution of the Offered Securities or, in the event that the Offered Securities have, for any reason, ceased so to qualify, to so qualify again the Offered Securities, as applicable, for distribution in the Qualifying Jurisdictions. The Underwriters will, upon the Corporation filing the Prospectus Supplement, and upon receiving sufficient copies of the Prospectus Supplement from the Corporation in accordance with subsection 5(d)(i), deliver one copy of the Prospectus Supplement (together with any amendments thereto) to all persons resident in the Qualifying Jurisdictions who are to acquire the Offered Securities.
(f) Prior to the filing of the Prospectus Supplement and the Closing, the Corporation will have permitted the Underwriters to review the Prospectus Supplement and will allow the Underwriters to conduct any due diligence investigations which they reasonably require in order to fulfill their obligations as Underwriters under applicable Securities Laws and in order to enable the Underwriters to responsibly execute the certificate in the Prospectus Supplement required to be executed by them. Unless so advised otherwise, the Underwriters will be entitled to rely on the advice or absence of advice, as the case may be, of the Corporation in the course of their due diligence investigations.
(g) In carrying out their responsibilities under this Agreement, the Underwriters will necessarily rely on information prepared or supplied by the Corporation. The Underwriters will apply reasonable standards of diligence to their due diligence inquiries. However, the Underwriters will be entitled to reasonably rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will the Underwriters be liable to the Corporation or any securityholder for any damages arising out of the inaccuracy or incompleteness of such information. The Corporation maintains sole responsibility for the accuracy and completeness of the Offering Documents, all Documents Incorporated by Reference, and any other disclosure document to be prepared in connection with the Offering, except any portions thereof that are provided by the Underwriters.
Appears in 1 contract
Sources: Private Placement Subscription Agreement (Arkanova Energy Corp.)
The Offering. (a) Each Purchaser resident in a Qualifying Jurisdiction will The Company understands that, although the offer to purchase the Offered Securities pursuant to the Prospectus Supplement. Each other Purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Securities, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser Shares is resident or located, in accordance with such procedures as the Corporation and the Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable laws and the terms of this Agreement (including Schedule “A” to this Agreement with respect to offers and sales of Offered Securities in the United States). The Corporation hereby agrees to secure compliance with all Securities Laws of the Qualifying Jurisdictions on a timely basis in connection with the distribution of the Offered Securities and the Corporation shall execute and file with the Canadian Securities Regulators all forms, notices and certificates relating to the Offering required to be filed pursuant to applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, being made by applicable Securities Laws in the Qualifying Jurisdictions. The Corporation also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Corporation’s expense all private placement forms required to be filed by the Corporation in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Securities outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Laws outside of Canada The Underwriters agree to assist the Corporation in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering.
(b) The Corporation understands that although this Agreement is presented on behalf of the Underwriters as purchaser, the Underwriters may will endeavor to arrange for Substituted Purchasers for the Offered SecuritiesShares in one or more of the Canadian Jurisdictions, subject to acceptance by the Company, acting reasonably, of the Subscription Agreements, with the effect that such Substituted Purchasers will be the initial purchasers of the applicable Shares. It is further understood that The Underwriters shall offer for sale and sell the Shares in accordance with the terms of this Agreement, on a private placement basis pursuant to exemptions from the prospectus requirements of Canadian Securities Laws and Regulation S under the Act.
(b) The Underwriters acknowledge that, subject to the conditions contained in Section 9 hereof being satisfied and subject to the rights of the Underwriters agree contained in this Agreement, the Underwriters shall become obligated to purchase or cause to be purchased all of the Units, and if the Over-Allotment Option is exercised, the Additional Securities, as applicable, being issued by the Corporation and that this commitment is not subject to the Underwriters being able to arrange Substituted PurchasersShares. Each Substituted Purchaser will purchase Offered Securities at the respective Issue Price set forth in the paragraphs above, and to To the extent that Substituted Purchasers purchase Offered SecuritiesShares at the Closing, the obligations of Underwriters shall not be obligated to purchase the Underwriters to do Shares so will be reduced by the number of Offered Securities purchased by the Substituted Purchasers from the Corporation (but will not relieve the Underwriters from paying to the Corporation the Issue Price per Offered Security purchased by such Substituted Purchasers). Any reference in this Agreement hereafter to “Purchasers” will be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any. Notwithstanding the foregoing all Offered Securities sold pursuant to Rule 144A will first be purchased by the Underwriters, acting as principal, and resold in transactions in accordance with Rule 144A..
(c) The Corporation agrees that Neither the Company nor the Underwriters will have shall (i) provide to prospective purchasers of the right to invite one Shares any document or more registered dealers other material that would constitute an offering memorandum or brokers future oriented financial information within the meaning of Canadian Securities Laws, or (eachii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Shares, a “Selling Firm”) as agents to assist with including but not limited to, causing the sale of the Offered Securities. The Underwriters have Shares to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the exclusive right to control all compensation arrangements between the members offer and sale of the selling group, such compensation to be payable Shares whose attendees have been invited by the Underwriters. The Underwriters will, and will cause any Selling Firm to agree to, comply with applicable Securities Laws in connection with the distribution of the Units and will offer the Units for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectus Supplement and this Agreement. The Underwriters will: (i) use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Securities as soon as reasonably practicable but in any event no later than 7 days after the Corporation’s filing of the Prospectus Supplement; and (ii) as soon as practicable after the completion of the distribution of the Offered Securities, and in any event within 30 days after the Closing Date, notify the Corporation thereof, on their behalf and on behalf of the Selling Firms, and provide the Corporation with a breakdown of the number of Offered Securities distributed in the Qualifying Jurisdictions and any other jurisdictions subject to Section 3(c)(ii)general solicitation or advertising.
(d) The Corporation will forthwith: (i) fileShares shall have attached to them, concurrently with whether through the execution electronic deposit system of this Agreement, the Prospectus Supplement and other documents with the Canadian Depository for Securities, an ownership statement issued under a direct registration system or other electronic book-entry system, or on certificates that may be issued, as applicable, any legends as may be prescribed by the Canadian Depository for Securities Regulators as required under applicable Securities Laws; and (ii) elect in addition to use the Passport System and designate legends set out in the OSC as the principal regulator thereunderSubscription Agreements.
(e) Until the earlier The Underwriters agree that all offers and sales of the date on which: (i) Shares, by the distribution Underwriter, prior to the expiration of the Offered Securities is completedapplicable distribution compliance period specified in Regulation S under the Act shall be made in compliance with the provisions of Rule 903 or Rule 904 under said Act; pursuant to registration of the Shares under the Act; or (ii) the Underwriters have exercised their termination rights pursuant to Sections 13 and 14, an exemption from the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under the Securities Laws to continue to qualify the distribution registration requirements of the Offered Securities or, in the event that the Offered Securities have, for any reason, ceased so to qualify, to so qualify again the Offered Securities, as applicable, for distribution in the Qualifying Jurisdictions. The Underwriters will, upon the Corporation filing the Prospectus Supplement, and upon receiving sufficient copies of the Prospectus Supplement from the Corporation in accordance with subsection 5(d)(i), deliver one copy of the Prospectus Supplement (together with any amendments thereto) to all persons resident in the Qualifying Jurisdictions who are to acquire the Offered SecuritiesAct.
(f) Prior to the filing of the Prospectus Supplement and the Closing, the Corporation will have permitted the Underwriters to review the Prospectus Supplement and will allow the Underwriters to conduct any due diligence investigations which they reasonably require in order to fulfill their obligations as Underwriters under applicable Securities Laws and in order to enable the Underwriters to responsibly execute the certificate in the Prospectus Supplement required to be executed by them. Unless so advised otherwise, the Underwriters will be entitled to rely on the advice or absence of advice, as the case may be, of the Corporation in the course of their due diligence investigations.
(g) In carrying out their responsibilities under this Agreement, the Underwriters will necessarily rely on information prepared or supplied by the Corporation. The Underwriters will apply reasonable standards of diligence to their due diligence inquiries. However, the Underwriters will be entitled to reasonably rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will the Underwriters be liable to the Corporation or any securityholder for any damages arising out of the inaccuracy or incompleteness of such information. The Corporation maintains sole responsibility for the accuracy and completeness of the Offering Documents, all Documents Incorporated by Reference, and any other disclosure document to be prepared in connection with the Offering, except any portions thereof that are provided by the Underwriters.
Appears in 1 contract
The Offering. (a) Each Purchaser resident in a Qualifying Jurisdiction will purchase the Offered Securities pursuant to the Prospectus SupplementFinal Prospectus. Each other Purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Securities, only on a private placement basis under the applicable securities laws Securities Laws of the jurisdiction in which the purchaser Purchaser is resident or located, in accordance with such procedures as the Corporation Company and the Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable laws Laws and the terms of this Agreement (including Schedule “A” to this Agreement with respect to offers and sales of Offered Securities in the United States). The Corporation Company hereby agrees to secure compliance with all Securities Laws of the Qualifying Jurisdictions on a timely basis in connection with the distribution of the Offered Securities and the Corporation Company shall execute and file with the Canadian Securities Regulators all forms, notices and certificates relating to the Offering required to be filed pursuant to applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by applicable Securities Laws in the Qualifying Jurisdictions. The Corporation Company also agrees to file within the periods stipulated under Applicable applicable Laws outside of Canada and at the CorporationCompany’s expense all private placement forms required to be filed by the Corporation Company in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Securities outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable applicable Laws outside of Canada Canada. The Underwriters agree to assist the Corporation Company in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering.
(b) The Corporation Company understands that although this Agreement is presented on behalf of the Underwriters as purchaserPurchaser, the Underwriters may arrange for substituted purchasers (the “Substituted Purchasers Purchasers”) for the Offered Securities. It is further understood that the Underwriters agree to purchase or cause to be purchased the Units, and if the Over-Allotment Option is exercised, the Additional Securities, as applicable, being issued by the Corporation Company and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser will purchase Offered Securities at the respective Issue Price set forth in the paragraphs above, and to the extent that Substituted Purchasers purchase Offered Securities, the obligations of the Underwriters to do so will be reduced by the number of Offered Securities purchased by the Substituted Purchasers from the Corporation Company (but will not relieve the Underwriters from paying to the Corporation Company the Issue Price per Offered Security purchased by such Substituted Purchasers). Any reference in this Agreement hereafter to “Purchasers” will be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any. Notwithstanding the foregoing all Offered Securities sold pursuant to Rule 144A will first be purchased by the Underwriters, acting as principal, and resold in transactions in accordance with Rule 144A.
(c) The Corporation Company agrees that the Underwriters Lead Underwriter will have the right to invite one or more registered dealers or brokers (each, a “Selling Firm”) as agents to assist with the sale of the Offered Securities. The Underwriters have Lead Underwriter has the exclusive right to control all compensation arrangements between the members of the selling group, such compensation to be payable by the UnderwritersLead Underwriter. The Underwriters Company grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Lead Underwriter and appoints the Lead Underwriter as trustees of such rights and benefits for such Selling Firms, and the Lead Underwriter hereby accept such trust and agree to hold such rights and benefits for and on behalf of such Selling Firms. The Lead Underwriter will, and will cause any Selling Firm to agree to, comply with applicable Securities Laws in connection with the distribution of the Units and will offer the Units for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus Supplement and this Agreement. .
(d) The Company represents and warrants to, and covenants and agrees with, the Underwriters will: that the Company has prepared and will concurrently with the execution and delivery of this Agreement, file the Preliminary Prospectus and other related documents (iincluding, without limitation, any Marketing Materials to be prepared in respect of the Offering) use all commercially reasonable efforts relating to complete and cause each Selling Firm to complete the proposed distribution in the Qualifying Jurisdictions of the Offered Securities as soon as reasonably practicable but in any event no later than 7 days after accordance with the Corporation’s filing of Securities Laws and the Company shall make its best efforts to obtain a receipt for the Preliminary Prospectus Supplement; and (ii) as soon as practicable after from the completion of the distribution of the Offered Securities, and in any event within 30 days after the Closing Date, notify the Corporation thereof, Principal Regulator on their its own behalf and on behalf of the Selling Firmsother Canadian Securities Regulators pursuant to the Passport System and NP 11-202 by no later than 5:00 p.m. (Pacific time) on January 13, 2021.
(e) The Company shall promptly resolve all comments received of, or deficiencies raised by, the Canadian Securities Regulators with respect to the Preliminary Prospectus as soon as possible after receipt of such comments. On or before January 21, 2021 the Company shall have prepared and provide filed the Corporation with a breakdown Final Prospectus and other related documents (including any Marketing Materials prepared in respect of the number Offering if not previously filed by the Company) relating to the proposed distribution of the Offered Securities distributed in the Qualifying Jurisdictions in accordance with the Securities Laws and any the Company shall obtain a receipt for the Final Prospectus from the Principal Regulator on its own behalf and on behalf of the other jurisdictions subject Canadian Securities Regulators pursuant to Section 3(c)(iithe Passport System and NP 11-202 by 5:00 pm (Pacific time) on January 21, 2021 (or such other time and/or later date as the Company and the Lead Underwriter may agree).
(d) The Corporation will forthwith: (i) file, concurrently with the execution of this Agreement, the Prospectus Supplement and other documents with the Canadian Securities Regulators as required under applicable Securities Laws; and (ii) elect to use the Passport System and designate the OSC as the principal regulator thereunder.
(ef) Until the earlier of the date on which: (i) the distribution of the Offered Securities is completed; or or
(ii) the Underwriters have exercised their termination rights pursuant to Sections 13 and 14, the Corporation Company will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under the Securities Laws to continue to qualify the distribution of the Offered Securities or, in the event that the Offered Securities have, for any reason, ceased so to qualify, to so qualify again the Offered Securities, as applicable, for distribution in the Qualifying Jurisdictions. The Underwriters will, upon the Corporation Company filing the Prospectus SupplementFinal Prospectus, and upon receiving sufficient copies of the Final Prospectus Supplement from the Corporation Company in accordance with subsection 5(d)(i), deliver one copy of the Final Prospectus Supplement (together with any amendments thereto) to all persons Persons resident in the Qualifying Jurisdictions who are to acquire the Offered Securities.
(fg) Prior to the filing of the Preliminary Prospectus, the filing of the Final Prospectus Supplement and the Closing, the Corporation Company will have permitted the Underwriters Underwriters, their legal counsel and consultants will be provided with timely access to review all information required to permit them to conduct a full due diligence investigation of the Prospectus Supplement business and will allow affairs of the Company and its subsidiaries and the business conducted by the Company and its subsidiaries before the Closing of the Offering. Without limiting the foregoing, the Underwriters shall be permitted to conduct any all due diligence investigations which that they reasonably may, in their sole discretion, require in order to fulfill fulfil their obligations as Underwriters under applicable Securities Laws underwriters and to execute the certificates required of them in each of the Preliminary Prospectus, and the Final Prospectus, and in that regard the Company will make available to the Underwriters, their legal counsel and consultants, on a timely basis, all corporate and operating records, all legal information, material Contracts, technical reports, Financial Information, budgets, and other relevant information necessary in order to enable complete the due diligence investigation of the business, properties and affairs of the Company and its subsidiaries as well as of their respective directors, officers, and employees and the Company will make available senior management, the chair of the audit committee, legal counsel to the Company and other applicable experts to participate in one or more due diligence sessions to be held prior to the Closing Date. All information furnished to the Underwriters to responsibly execute and their counsel in connection with the certificate in the Prospectus Supplement required to be executed by them. Unless so advised otherwise, due diligence investigations of the Underwriters will be entitled treated by the Underwriters, their legal counsel and consultants as confidential and will only be used in connection with the Underwriters’ engagement hereunder.
(h) The Underwriters may retain the services of independent consultants, mutually acceptable to rely on both the advice Lead Underwriter and the Company (such acceptance not to be unreasonably withheld or absence of advice, as the case may be, of the Corporation in the course of their delayed). To complete its due diligence investigations, senior management of the Company will make themselves available to provide such assistance in marketing the Offering as the Lead Underwriter may reasonably request. Each of the Offering Documents shall be in form and substance satisfactory to the Lead Underwriter and in compliance with applicable Securities Laws of the Qualifying Jurisdictions.
(gi) In carrying out their responsibilities under this Agreement, the Underwriters will necessarily rely on information prepared or supplied by the CorporationCompany. The Underwriters will apply reasonable standards of diligence to their due diligence inquiries. However, the Underwriters will be entitled to reasonably rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will the Underwriters be liable to the Corporation Company or any securityholder security holder for any damages arising out of the inaccuracy or incompleteness of such information. The Corporation Company maintains sole responsibility for the accuracy and completeness of the Offering Documents, all Documents Incorporated by Reference, and any other disclosure document to be prepared in connection with the Offering, except any portions thereof that are provided by the Underwriters.
(j) If the Company makes information concerning the Company or the Offering available to third parties, the Company will bear the sole responsibility for the accuracy and completeness of the information provided to third parties. The Company represents and warrants to the Lead Underwriter that: (i) the information so provided to third parties will be accurate and complete in all material respects and will not be misleading or omit to state any fact or information which would be material to parties considering the Offering, and (ii) all information and documentation concerning the Company and the Offering that is provided to the Lead Underwriter in connection with this Agreement will be accurate and complete in all material respects and not misleading and will not omit to state any fact or information which would be material to a financial advisor and agent performing the services contemplated herein.
Appears in 1 contract
Sources: Underwriting Agreement
The Offering. (a) Each Purchaser resident in a Qualifying Jurisdiction will The Company understands that, although the offer to purchase the Offered Securities pursuant to the Prospectus Supplement. Each other Purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Securities, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser Shares is resident or located, in accordance with such procedures as the Corporation and the Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable laws and the terms of this Agreement (including Schedule “A” to this Agreement with respect to offers and sales of Offered Securities in the United States). The Corporation hereby agrees to secure compliance with all Securities Laws of the Qualifying Jurisdictions on a timely basis in connection with the distribution of the Offered Securities and the Corporation shall execute and file with the Canadian Securities Regulators all forms, notices and certificates relating to the Offering required to be filed pursuant to applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, being made by applicable Securities Laws in the Qualifying Jurisdictions. The Corporation also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Corporation’s expense all private placement forms required to be filed by the Corporation in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Securities outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Laws outside of Canada The Underwriters agree to assist the Corporation in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering.
(b) The Corporation understands that although this Agreement is presented on behalf of the Underwriters as purchaser, the Underwriters may will endeavor to arrange for Substituted Purchasers for the Offered SecuritiesShares in one or more of the Canadian Jurisdictions, subject to acceptance by the Company, acting reasonably, of the Subscription Agreements, with the effect that such Substituted Purchasers will be the initial purchasers of the applicable Shares. It is further understood that The Underwriters shall offer for sale and sell the Shares in accordance with the terms of this Agreement, on a private placement basis pursuant to exemptions from the prospectus requirements of Canadian Securities Laws and Regulation S under the Act.
(b) The Underwriters acknowledge that, subject to the conditions contained in Section 9 hereof being satisfied and subject to the rights of the Underwriters agree contained in this Agreement, the Underwriters shall become obligated to purchase or cause to be purchased all of the Units, and if the Over-Allotment Option is exercised, the Additional Securities, as applicable, being issued by the Corporation and that this commitment is not subject to the Underwriters being able to arrange Substituted PurchasersShares. Each Substituted Purchaser will purchase Offered Securities at the respective Issue Price set forth in the paragraphs above, and to To the extent that Substituted Purchasers purchase Offered SecuritiesShares at the Closing, the obligations of Underwriters shall not be obligated to purchase the Underwriters to do Shares so will be reduced by the number of Offered Securities purchased by the Substituted Purchasers from the Corporation (but will not relieve the Underwriters from paying to the Corporation the Issue Price per Offered Security purchased by such Substituted Purchasers). Any reference in this Agreement hereafter to “Purchasers” will be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any. Notwithstanding the foregoing all Offered Securities sold pursuant to Rule 144A will first be purchased by the Underwriters, acting as principal, and resold in transactions in accordance with Rule 144A..
(c) The Corporation agrees that Neither the Company nor the Underwriters will have shall (i) provide to prospective purchasers of the right to invite one Shares any document or more registered dealers other material that would constitute an offering memorandum or brokers future oriented financial information within the meaning of Canadian Securities Laws, or (eachii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Shares, a “Selling Firm”) as agents to assist with including but not limited to, causing the sale of the Offered Securities. The Underwriters have Shares to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the exclusive right to control all compensation arrangements between the members offer and sale of the selling group, such compensation to be payable Shares whose attendees have been invited by the Underwriters. The Underwriters will, and will cause any Selling Firm to agree to, comply with applicable Securities Laws in connection with the distribution of the Units and will offer the Units for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectus Supplement and this Agreement. The Underwriters will: (i) use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Securities as soon as reasonably practicable but in any event no later than 7 days after the Corporation’s filing of the Prospectus Supplement; and (ii) as soon as practicable after the completion of the distribution of the Offered Securities, and in any event within 30 days after the Closing Date, notify the Corporation thereof, on their behalf and on behalf of the Selling Firms, and provide the Corporation with a breakdown of the number of Offered Securities distributed in the Qualifying Jurisdictions and any other jurisdictions subject to Section 3(c)(ii)general solicitation or advertising.
(d) The Corporation will forthwith: (i) fileShares shall have attached to them, concurrently with whether through the execution electronic deposit system of this Agreement, the Prospectus Supplement and other documents with the Canadian Depository for Securities, an ownership statement issued under a direct registration system or other electronic book-entry system, or on certificates that may be issued, as applicable, any legends as may be prescribed by the Canadian Depository for Securities Regulators as required under applicable Securities Laws; and (ii) elect in addition to use the Passport System and designate legends set out in the OSC as the principal regulator thereunderSubscription Agreements.
(e) Until the earlier The Underwriters agree that all offers and sales of the date on which: (i) the distribution of the Offered Securities is completed; or (ii) the Underwriters have exercised their termination rights pursuant to Sections 13 and 14Shares, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under the Securities Laws to continue to qualify the distribution of the Offered Securities or, in the event that the Offered Securities have, for any reason, ceased so to qualify, to so qualify again the Offered Securities, as applicable, for distribution in the Qualifying Jurisdictions. The Underwriters will, upon the Corporation filing the Prospectus Supplement, and upon receiving sufficient copies of the Prospectus Supplement from the Corporation in accordance with subsection 5(d)(i), deliver one copy of the Prospectus Supplement (together with any amendments thereto) to all persons resident in the Qualifying Jurisdictions who are to acquire the Offered Securities.
(f) Prior to the filing of the Prospectus Supplement and the Closing, the Corporation will have permitted the Underwriters to review the Prospectus Supplement and will allow the Underwriters to conduct any due diligence investigations which they reasonably require in order to fulfill their obligations as Underwriters under applicable Securities Laws and in order to enable the Underwriters to responsibly execute the certificate in the Prospectus Supplement required to be executed by them. Unless so advised otherwise, the Underwriters will be entitled to rely on the advice or absence of advice, as the case may be, of the Corporation in the course of their due diligence investigations.
(g) In carrying out their responsibilities under this Agreement, the Underwriters will necessarily rely on information prepared or supplied by the Corporation. The Underwriters will apply reasonable standards of diligence to their due diligence inquiries. However, the Underwriters will be entitled to reasonably rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will the Underwriters be liable to the Corporation or any securityholder for any damages arising out of the inaccuracy or incompleteness of such information. The Corporation maintains sole responsibility for the accuracy and completeness of the Offering Documents, all Documents Incorporated by Reference, and any other disclosure document to be prepared in connection with the Offering, except any portions thereof that are provided by the Underwriters, prior to the expiration of the applicable distribution compliance period specified in Regulation S under the Act shall be made in compliance with the provisions of Rule 903 or Rule 904 under said Act; pursuant to registration of the Shares under the Act; or pursuant to an exemption from the registration requirements of the Act.
Appears in 1 contract
The Offering.
(a) Each Purchaser resident in a Qualifying Jurisdiction will purchase the Offered Securities pursuant to the Prospectus Supplement. Each other Purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Securities, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Corporation and the Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable laws and the terms of this Agreement (including Schedule “A” to this Agreement with respect to offers and sales of Offered Securities in the United States). The Corporation hereby agrees to secure compliance with all Securities Laws of the Qualifying Jurisdictions on a timely basis in connection with the distribution of the Offered Securities and the Corporation shall execute and file with the Canadian Securities Regulators all forms, notices and certificates relating to the Offering required to be filed pursuant to applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by applicable Securities Laws in the Qualifying Jurisdictions. The Corporation also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Corporation’s expense all private placement forms required to be filed by the Corporation in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Securities outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Laws outside of Canada The Underwriters agree to assist the Corporation in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering.
(b) The Corporation understands that although this Agreement is presented on behalf of the Underwriters as purchaser, the Underwriters may arrange for Substituted Purchasers for the Offered Securities. It is further understood that the Underwriters agree to purchase or cause to be purchased the Units, and if the Over-Allotment Option is exercised, the Additional Securities, as applicable, being issued by the Corporation and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser will purchase Offered Securities at the respective Issue Price set forth in the paragraphs above, and to the extent that Substituted Purchasers purchase Offered Securities, the obligations of the Underwriters to do so will be reduced by the number of Offered Securities purchased by the Substituted Purchasers from the Corporation (but will not relieve the Underwriters from paying to the Corporation the Issue Price per Offered Security purchased by such Substituted Purchasers). Any reference in this Agreement hereafter to “Purchasers” will be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any. Notwithstanding the foregoing all Offered Securities sold pursuant to Rule 144A will first be purchased by the Underwriters, acting as principal, and resold in transactions in accordance with Rule 144A.
(c) The Corporation agrees that the Underwriters Agents will have the right to invite one or more registered dealers or brokers (each, a “Selling Firm”) as agents to assist with the sale of the Offered Securities. The Underwriters Agents have the exclusive right to control all compensation arrangements between the members of the selling group, such compensation to be payable by the UnderwritersAgents. The Underwriters Agents will, and will cause any Selling Firm to agree to, comply with applicable Securities Laws in connection with the distribution of the Debenture Units and will offer the Debenture Units for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus Supplement and this Agreement. The Underwriters Agents will: (i) use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Securities as soon as reasonably practicable but in any event no later than 7 days after the Corporation’s filing of the Prospectus Supplementpracticable; and (ii) as soon as practicable after the completion of the distribution of the Offered Securities, and in any event within 30 days after the Closing Date, notify the Corporation thereof, on their behalf and on behalf of the Selling Firms, and provide the Corporation with a breakdown of the number of Offered Securities distributed in the Qualifying Jurisdictions and any other jurisdictions subject to Section 3(c)(ii).3(b)(ii).
(db) The Agents and any Selling Firm will be entitled to offer and sell the Offered Securities only in: (i) the Qualifying Jurisdictions; and (ii) with the prior written consent of the Corporation, in jurisdictions other than the Qualifying Jurisdictions, in accordance with any applicable securities and other laws in the jurisdictions in which the Agents and/or Selling Firms offer the Offered Securities.
(c) The Corporation will forthwith: (i) file, concurrently with prepare and file the execution of this Agreement, the Final Prospectus Supplement and other documents with the Canadian Securities Regulators as required under applicable Securities Laws; and ;
(ii) elect to use the Passport System and designate the OSC ASC as the principal regulator thereunder; and (iii) obtain a receipt for the Final Prospectus from the Principal Regulator on its own behalf and on behalf of the other Canadian Securities Regulators under the Passport System, which will also evidence that a receipt has been issued or is deemed to have been issued for the Final Prospectus by each of the Canadian Securities Regulators of the other Qualifying Jurisdictions and that the Corporation otherwise fulfilled all of the legal requirements to qualify the Offered Securities for distribution to the public in the Qualifying Jurisdictions through the Agents or Selling Firms.
(ed) Until the earlier completion of the date on which: (i) the distribution of the Offered Securities is completed; or (ii) the Underwriters have exercised their termination rights pursuant to Sections 13 and 14Securities, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under the Securities Laws in the Qualifying Jurisdictions to continue to qualify the distribution of the Offered Securities or, in the event that the Offered Securities have, for any reason, ceased so to qualify, to so qualify again the Offered Securities, as applicable, for distribution in the Qualifying Jurisdictions. The Underwriters will, upon the Corporation filing the Prospectus Supplement, and upon receiving sufficient copies of the Prospectus Supplement from the Corporation in accordance with subsection 5(d)(i), deliver one copy of the Prospectus Supplement (together with any amendments thereto) to all persons resident in the Qualifying Jurisdictions who are to acquire the Offered Securities.
(fe) Prior to the filing of the Final Prospectus Supplement and the Closing, the Corporation will have permitted the Underwriters Agents to review the Final Prospectus Supplement and will allow the Underwriters Agents to conduct any due diligence investigations which they reasonably require in order to fulfill their obligations as Underwriters Agents under applicable Securities Laws and in order to enable the Underwriters Agents to responsibly execute the certificate in the Final Prospectus Supplement required to be executed by them. Unless so advised otherwise, the Underwriters will be entitled to rely on the advice or absence of advice, as the case may be, of the Corporation in the course of their due diligence investigations.
(gf) In carrying out their responsibilities under this Agreement, Closing is subject to the Underwriters will necessarily rely on information prepared or supplied Minimum Offering being obtained. All funds received by the Corporation. The Underwriters will apply reasonable standards of diligence to their due diligence inquiries. However, the Underwriters Agent for subscriptions will be entitled to reasonably rely on and assume no obligation to verify held in trust by the accuracy Agents until the Minimum Offering has been obtained or completeness of such information and under no circumstances will the Underwriters be liable returned to the Corporation subscribers without interest or any securityholder for any damages arising out of deduction if the inaccuracy or incompleteness of such information. The Corporation maintains sole responsibility for Minimum Offering is not obtained within the accuracy and completeness of period required to complete the Offering Documentspursuant to Securities Laws, all Documents Incorporated by Reference, and any other disclosure document to be prepared in connection with unless the Offering, except any portions thereof that are provided by subscribers have otherwise instructed the UnderwritersAgents.
Appears in 1 contract
Sources: Agency Agreement
The Offering. (a) The sale of the Offered Securities to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms set out in the Prospectus and in this Agreement.
(b) Each Purchaser resident in a Qualifying Jurisdiction will Province shall purchase the Offered Securities pursuant to the Prospectus SupplementFinal Prospectus. Each other Purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Securities, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Corporation and the Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable laws Securities Laws and the terms of this Agreement (including Schedule “A” to this Agreement with respect to offers and sales of Offered Securities in the United States). The Corporation hereby agrees to secure compliance comply with all Securities Laws Laws, including the filing of the Qualifying Jurisdictions any notices or forms, on a timely basis in connection with the distribution of the Offered Securities and the Corporation shall execute and file with the Canadian Securities Regulators all forms, notices and certificates relating to the Offering required to be filed pursuant to applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by applicable Securities Laws in the Qualifying Jurisdictions. The Corporation also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Corporation’s expense all private placement forms required to be filed by the Corporation in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Securities in such Selling Jurisdictions outside of Canada may lawfully occur without the necessity so as not to require registration or filing of filing a prospectus with respect thereto or compliance by the Corporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Corporation (or any similar document directors, officers or employees) to any inquiry, investigation or proceedings of any Securities Regulator, stock exchange or other authority under the Applicable Laws applicable securities laws in such Selling Jurisdictions outside of Canada The Underwriters agree to assist the Corporation in all reasonable respects to secure compliance with all regulatory requirements in connection with the OfferingCanada.
(bc) The Corporation understands agrees that the Underwriters shall have the right to invite one or more investment dealers (each, a “Selling Firm”) to form a selling group to participate in the soliciting of offers to purchase the Offered Securities. The Underwriters has the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling Firms) and the Underwriters, which compensation shall be at the Underwriters’ sole expense. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Underwriters and appoints the Underwriters as trustee of such rights and benefits for such Selling Firms, and the Underwriters hereby accepts such trust and agrees to hold such rights and benefits for and on behalf of such Selling Firms. The Underwriters shall ensure that any Selling Firm appointed pursuant to the provisions of this subsection 3(c) or with whom the Underwriters has a contractual relationship with respect to the Offering, if any, agrees with the Underwriters to comply with the covenants and obligations given by the Underwriters herein.
(d) The Underwriters, acting through their U.S. Affiliates in compliance with Schedule “A” hereto, may offer and re-sell the Units in the United States or to, or for the account or benefit of, U.S. Persons, that are Qualified Institutional Buyers in accordance with Rule 144A, or offer and sell the Units to Accredited Investors in accordance with Rule 506 of Regulation D, and in each case in compliance with the provisions of Schedule “A” hereof. With respect to Units sold in the United States or to, or for the account or benefit of, U.S. Persons that are Qualified Institutional Buyers in compliance with Rule 144A, the Underwriters, or their U.S. Affiliates, shall purchase such Units from the Corporation for resale in compliance with Rule 144A. With respect to Units sold in the United States or to, or for the account or benefit of, U.S. Persons that are Accredited Investors in accordance with Rule 506 of Regulation D, although this Agreement is presented on behalf of the Underwriters as purchaser, the Underwriters may arrange for Substituted Purchasers for the Offered Securities. It is further understood that the Underwriters agree to purchase or cause to be purchased purchasers of the Units, and all Units sold in the United States or to, or for the account or benefit of, U.S. Persons, if the Over-Allotment Option is exercisedany, the Additional Securities, in accordance with Rule 506 of Regulation D shall be sold directly to such persons as applicable, being issued Substituted Purchasers by the Corporation and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasersin compliance with Schedule “A” hereto. Each Substituted Purchaser will purchase Offered Securities at the respective Issue Price set forth in the paragraphs above, and to To the extent that Accredited Investors purchase Units as Substituted Purchasers purchase Offered Securitieson the Closing Date, the obligations of the Underwriters to do so will purchase Units shall be reduced by the number of Offered Securities Units purchased by the Substituted Purchasers from the Corporation (but will not relieve the Underwriters from paying to the Corporation the Issue Price per Offered Security purchased by such Substituted Purchasers); provided, however, that the fee payable to the Underwriters pursuant to this Agreement shall be payable in respect of any purchases of Units made in accordance with Rule 506 of Regulation D by Substituted Purchasers. Any reference in this Agreement hereafter to “Purchasersthe purchasers” will of Units shall be taken to be a reference to the Underwriters, as the initial committed purchaserspurchaser, and to the Substituted Purchasers, if any. Notwithstanding the foregoing all Offered Securities sold pursuant to Rule 144A will first be purchased by the Underwriters, acting as principal, and resold in transactions in accordance with Rule 144A.
(c) The Corporation agrees that the Underwriters will have the right to invite one or more registered dealers or brokers (each, a “Selling Firm”) as agents to assist with the sale of the Offered Securities. The Underwriters have the exclusive right to control all compensation arrangements between the members of the selling group, such compensation to be payable by the Underwriters. The Underwriters will, and will cause any Selling Firm to agree to, comply with applicable Securities Laws in connection with the distribution of the Units and will offer the Units for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectus Supplement and this Agreement. The Underwriters will: (i) use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Securities as soon as reasonably practicable but in any event no later than 7 days after the Corporation’s filing of the Prospectus Supplement; and (ii) as soon as practicable after the completion of the distribution of the Offered Securities, and in any event within 30 days after the Closing Date, notify the Corporation thereof, on their behalf and on behalf of the Selling Firms, and provide the Corporation with a breakdown of the number of Offered Securities distributed in the Qualifying Jurisdictions and any other jurisdictions subject to Section 3(c)(ii).
(d) The Corporation will forthwith: (i) file, concurrently with the execution of this Agreement, the Prospectus Supplement and other documents with the Canadian Securities Regulators as required under applicable Securities Laws; and (ii) elect to use the Passport System and designate the OSC as the principal regulator thereunder.
(e) Until the earlier of the date on which: (i) the distribution of the Offered Securities is completed; or (ii) the Underwriters have exercised their termination rights pursuant to Sections 13 and 14, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under the Securities Laws to continue to qualify the distribution of the Offered Securities or, in the event that the Offered Securities have, for any reason, ceased so to qualify, to so qualify again the Offered Securities, as applicable, for distribution in the Qualifying Jurisdictions. The Underwriters will, upon the Corporation filing the Prospectus Supplement, and upon receiving sufficient copies of the Prospectus Supplement from the Corporation in accordance with subsection 5(d)(i), deliver one copy of the Prospectus Supplement (together with any amendments thereto) to all persons resident in the Qualifying Jurisdictions who are to acquire the Offered Securities.
(f) Prior to the filing of the Prospectus Supplement and the Closing, the Corporation will have permitted the Underwriters to review the Prospectus Supplement and will allow the Underwriters to conduct any due diligence investigations which they reasonably require in order to fulfill their obligations as Underwriters under applicable Securities Laws and in order to enable the Underwriters to responsibly execute the certificate in the Prospectus Supplement required to be executed by them. Unless so advised otherwise, the Underwriters will be entitled to rely on the advice or absence of advice, as the case may be, of the Corporation in the course of their due diligence investigations.
(g) In carrying out their responsibilities under this Agreement, the Underwriters will necessarily rely on information prepared or supplied by the Corporation. The Underwriters will apply reasonable standards of diligence to their due diligence inquiries. However, the Underwriters will be entitled to reasonably rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will the Underwriters be liable to the Corporation or any securityholder for any damages arising out of the inaccuracy or incompleteness of such information. The Corporation maintains sole responsibility for the accuracy and completeness of the Offering Documents, all Documents Incorporated by Reference, and any other disclosure document to be prepared in connection with the Offering, except any portions thereof that are provided by the Underwriters.
Appears in 1 contract
Sources: Underwriting Agreement
The Offering. (a) The sale of the Offered Units to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement.
(b) Each Purchaser resident in a Qualifying Jurisdiction will shall purchase the Offered Securities Units pursuant to the Prospectus SupplementFinal Prospectus. Each Purchaser who is, or is purchasing for the account or benefit of, a U.S. Person or a person in the United States shall purchase the Offered Units pursuant to the U.S. Placement Memorandum and in accordance with Schedule “C” to this Agreement. Each other Purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase the Offered Securities, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, Units in accordance with such procedures as the Corporation and the Underwriters Agents may mutually agree, acting reasonably, in order to fully comply with applicable laws Securities Laws and the terms of this Agreement (including Schedule “A” to this Agreement with respect to offers and sales of Offered Securities in the United States). The Corporation hereby agrees to secure compliance comply with all Securities Laws Laws, including as to the filing of the Qualifying Jurisdictions any notices or forms, on a timely basis in connection with the distribution of the Offered Securities and the Corporation shall execute and file with the Canadian Securities Regulators all forms, notices and certificates relating to the Offering required to be filed pursuant to applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by applicable Securities Laws in the Qualifying Jurisdictions. The Corporation also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Corporation’s expense all private placement forms required to be filed by the Corporation in connection with the Offering and pay all filing fees required to be paid in connection therewith Units so that the distribution of the Offered Securities Units in the Selling Jurisdictions outside of Canada and the United States may lawfully occur without the necessity so as not to require registration or filing of filing a prospectus or any similar document with respect thereto or compliance by the Corporation with regulatory requirements (including any continuous disclosure obligations), or subject the Corporation (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority, under the Applicable applicable Securities Laws in such Selling Jurisdictions outside of Canada The Underwriters agree to assist and the Corporation in all reasonable respects to secure compliance with all regulatory requirements in connection with the OfferingUnited States.
(b) The Corporation understands that although this Agreement is presented on behalf of the Underwriters as purchaser, the Underwriters may arrange for Substituted Purchasers for the Offered Securities. It is further understood that the Underwriters agree to purchase or cause to be purchased the Units, and if the Over-Allotment Option is exercised, the Additional Securities, as applicable, being issued by the Corporation and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser will purchase Offered Securities at the respective Issue Price set forth in the paragraphs above, and to the extent that Substituted Purchasers purchase Offered Securities, the obligations of the Underwriters to do so will be reduced by the number of Offered Securities purchased by the Substituted Purchasers from the Corporation (but will not relieve the Underwriters from paying to the Corporation the Issue Price per Offered Security purchased by such Substituted Purchasers). Any reference in this Agreement hereafter to “Purchasers” will be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any. Notwithstanding the foregoing all Offered Securities sold pursuant to Rule 144A will first be purchased by the Underwriters, acting as principal, and resold in transactions in accordance with Rule 144A.
(c) The Corporation agrees that the Underwriters will Agents shall have the right to invite one or more registered dealers or brokers to form a selling group (each, each a “Selling Firm” and together, the “Selling Group”) as agents to assist with participate in the sale soliciting of offers to purchase the Offered SecuritiesUnits. The Underwriters Agents shall have the exclusive right to control all compensation arrangements between the members of the selling group, such compensation to be payable by Selling Group and the UnderwritersAgents. The Underwriters will, Corporation grants all of the rights and will cause benefits of this Agreement to any Selling Firm so appointed by the Agents and appoints the Agents as trustees of such rights and benefits for such Selling Firm, and the Agents hereby accept such trust and agree to agree to, comply with applicable Securities Laws in connection with the distribution hold such rights and benefits for and on behalf of the Units and will offer the Units for sale such Selling Firm. Any Agent who appoints a Selling Firm pursuant to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectus Supplement and provisions of this Agreement. The Underwriters will: (iSection 3(c) shall use all its commercially reasonable efforts to complete and cause each ensure such Selling Firm to complete the distribution of the Offered Securities as soon as reasonably practicable but in any event no later than 7 days after the Corporation’s filing of the Prospectus Supplement; and (ii) as soon as practicable after the completion of the distribution of the Offered Securities, and in any event within 30 days after the Closing Date, notify the Corporation thereof, on their behalf and on behalf of the Selling Firms, and provide the Corporation with a breakdown of the number of Offered Securities distributed in the Qualifying Jurisdictions and any other jurisdictions subject to Section 3(c)(ii).
(d) The Corporation will forthwith: (i) file, concurrently agrees with the execution of this Agreement, the Prospectus Supplement and other documents Agents to comply with the Canadian Securities Regulators as required under applicable Securities Laws; covenants and (ii) elect to use the Passport System and designate the OSC as the principal regulator thereunder.
(e) Until the earlier of the date on which: (i) the distribution of the Offered Securities is completed; or (ii) the Underwriters have exercised their termination rights pursuant to Sections 13 and 14, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under the Securities Laws to continue to qualify the distribution of the Offered Securities or, in the event that the Offered Securities have, for any reason, ceased so to qualify, to so qualify again the Offered Securities, as applicable, for distribution in the Qualifying Jurisdictions. The Underwriters will, upon the Corporation filing the Prospectus Supplement, and upon receiving sufficient copies of the Prospectus Supplement from the Corporation in accordance with subsection 5(d)(i), deliver one copy of the Prospectus Supplement (together with any amendments thereto) to all persons resident in the Qualifying Jurisdictions who are to acquire the Offered Securities.
(f) Prior to the filing of the Prospectus Supplement and the Closing, the Corporation will have permitted the Underwriters to review the Prospectus Supplement and will allow the Underwriters to conduct any due diligence investigations which they reasonably require in order to fulfill their obligations as Underwriters under applicable Securities Laws and in order to enable the Underwriters to responsibly execute the certificate in the Prospectus Supplement required to be executed by them. Unless so advised otherwise, the Underwriters will be entitled to rely on the advice or absence of advice, as the case may be, of the Corporation in the course of their due diligence investigations.
(g) In carrying out their responsibilities under this Agreement, the Underwriters will necessarily rely on information prepared or supplied given by the Corporation. The Underwriters will apply reasonable standards of diligence to their due diligence inquiries. However, the Underwriters will be entitled to reasonably rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will the Underwriters be liable to the Corporation or any securityholder for any damages arising out of the inaccuracy or incompleteness of such information. The Corporation maintains sole responsibility for the accuracy and completeness of the Offering Documents, all Documents Incorporated by Reference, and any other disclosure document to be prepared in connection with the Offering, except any portions thereof that are provided by the UnderwritersAgents herein.
Appears in 1 contract
Sources: Agency Agreement
The Offering. (a1) Each Purchaser resident The sale of the Debentures to the Purchasers is to be effected in a Qualifying Jurisdiction will purchase manner that is in compliance with Securities Laws and upon the Offered Securities pursuant to terms set out in the Prospectus Supplement. Each other Purchaser participating and in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Securities, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Corporation and the Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable laws and the terms of this Agreement (including Schedule “A” to this Agreement with respect to offers and sales of Offered Securities in the United States)Agreement. The Corporation hereby agrees Agents will use their reasonable best efforts to secure compliance with all Securities Laws of arrange for Purchasers for the Qualifying Jurisdictions on a timely basis in connection with the distribution of the Offered Securities and the Corporation shall execute and file with the Canadian Securities Regulators all forms, notices and certificates relating to the Offering required to be filed pursuant to applicable Securities Laws Debentures in the Qualifying Jurisdictions within the time required, and in the form prescribed, by applicable Securities Laws in the Qualifying Jurisdictions. The Corporation also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Corporation’s expense all private placement forms required to be filed by the Corporation in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Securities outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Laws outside of Canada The Underwriters agree to assist the Corporation in all reasonable respects to secure compliance with all regulatory requirements Provinces in connection with the Offering; however, it is understood and agreed that the Agents shall have no obligation to purchase the Debentures.
(b2) The Corporation understands that although this Agreement is presented on behalf of the Underwriters as purchaserCompany agrees that, the Underwriters may arrange for Substituted Purchasers for the Offered Securities. It is further understood that the Underwriters agree to purchase or cause to be purchased the Units, and if the Over-Allotment Option is exercised, the Additional Securities, as applicable, being issued by the Corporation and that this commitment is not subject to the Underwriters being able prior written consent of the Company, such consent not to arrange Substituted Purchasers. Each Substituted Purchaser will purchase Offered Securities at the respective Issue Price set forth in the paragraphs above, and to the extent that Substituted Purchasers purchase Offered Securitiesbe unreasonably withheld, the obligations of the Underwriters to do so will be reduced by the number of Offered Securities purchased by the Substituted Purchasers from the Corporation (but will not relieve the Underwriters from paying to the Corporation the Issue Price per Offered Security purchased by such Substituted Purchasers). Any reference in this Agreement hereafter to “Purchasers” will be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any. Notwithstanding the foregoing all Offered Securities sold pursuant to Rule 144A will first be purchased by the Underwriters, acting as principal, and resold in transactions in accordance with Rule 144A.
(c) The Corporation agrees that the Underwriters will Agents have the right to invite one or more registered investment dealers or brokers (each, a “Selling Firm”) as agents to assist with form a selling group to participate in the sale soliciting of offers to purchase the Offered SecuritiesDebentures. The Underwriters Agents have the exclusive right to control all compensation arrangements between the members of the selling group, such compensation to be payable by the Underwriters. The Underwriters will, Company grants all of the rights and will cause benefits of this Agreement to any Selling Firm to agree to, comply with applicable Securities Laws in connection with so appointed by the distribution Agents and appoints the Agents as trustee of the Units such rights and will offer the Units benefits for sale to the public directly and through such Selling Firms upon the terms and conditions set out in the Prospectus Supplement and this Agreement. The Underwriters will: (i) use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Securities as soon as reasonably practicable but in any event no later than 7 days after the Corporation’s filing of the Prospectus Supplement; and (ii) as soon as practicable after the completion of the distribution of the Offered SecuritiesFirms, and in any event within 30 days after the Closing Date, notify the Corporation thereof, on their behalf Agents hereby accept such trust and agree to hold such rights and benefits for and on behalf of the such Selling Firms. The Agents shall ensure that any Selling Firm appointed pursuant to the provisions of this Section 2.2(2) or with whom the Agents have a contractual relationship with respect to the Offering, if any, agree with the Agents to comply with the covenants and provide obligations given by the Corporation with a breakdown of the number of Offered Securities distributed in the Qualifying Jurisdictions and any other jurisdictions subject to Section 3(c)(ii)Agents herein.
(d3) The Corporation will forthwith: (i) file, concurrently with the execution of this Agreement, the Prospectus Supplement and other documents with the Canadian Securities Regulators as required under applicable Securities Laws; and (ii) elect to use the Passport System and designate the OSC as the principal regulator thereunder.
(e) Until the earlier of the date on which: (i) the distribution of the Offered Securities is completed; or (ii) the Underwriters have exercised their termination rights pursuant to Sections 13 and 14, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under the Securities Laws to continue to qualify the distribution of the Offered Securities or, in the event that the Offered Securities have, for any reason, ceased so to qualify, to so qualify again the Offered Securities, as applicable, for distribution in the Qualifying Jurisdictions. The Underwriters willAgents shall, upon the Corporation filing Company obtaining the Prospectus Supplement, and upon receiving sufficient copies of the Prospectus Supplement from the Corporation in accordance with subsection 5(d)(i)Final Receipt, deliver one copy of the Final Prospectus Supplement (together with any amendments thereto) to all persons Persons resident in the Qualifying Jurisdictions Provinces who are to acquire the Offered SecuritiesDebentures.
(f4) Prior to Notwithstanding the filing foregoing provisions of the Prospectus Supplement and the Closingthis Section 2.2, the Corporation an Agent will have permitted the Underwriters to review the Prospectus Supplement and will allow the Underwriters to conduct any due diligence investigations which they reasonably require in order to fulfill their obligations as Underwriters under applicable Securities Laws and in order to enable the Underwriters to responsibly execute the certificate in the Prospectus Supplement required to be executed by them. Unless so advised otherwise, the Underwriters will be entitled to rely on the advice or absence of advice, as the case may be, of the Corporation in the course of their due diligence investigations.
(g) In carrying out their responsibilities under this Agreement, the Underwriters will necessarily rely on information prepared or supplied by the Corporation. The Underwriters will apply reasonable standards of diligence to their due diligence inquiries. However, the Underwriters will be entitled to reasonably rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will the Underwriters not be liable to the Corporation or any securityholder for any damages arising out Company under this Section 2.2 with respect to a default under this Section 2.2 by another Agent.
(5) In the event that the Company is required by Securities Laws of the inaccuracy or incompleteness Qualifying Provinces to prepare and file any Supplementary Materials, the Company shall prepare and deliver promptly to the Agents signed and certified copies of such informationSupplementary Materials. The Corporation maintains sole responsibility for Any Supplementary Materials shall be in form and substance satisfactory to the accuracy and completeness of the Offering Documents, all Documents Incorporated by Reference, and any other disclosure document to be prepared in connection Agents. Concurrently with the Offeringdelivery of any Supplementary Materials, except the Company shall deliver to the Agents, with respect to such Supplementary Material, documents similar to those referred to in Section 6.1 and the Agents agree to deliver a copy of any portions thereof that are provided Supplementary Material to each Purchaser arranged by the UnderwritersAgents.
Appears in 1 contract
Sources: Agency Agreement
The Offering. (a) The sale of the Offered Securities to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement. The Agent will use its best efforts to arrange for Purchasers for the Units in the Qualifying Jurisdictions and in those Selling Jurisdictions outside Canada as may be agreed upon by the Agent and the Corporation, acting reasonably, in connection with the Offering; provided, however, it is understood that the Agent is under no obligation to purchase any of the Units.
(b) Each Purchaser resident in a Qualifying Jurisdiction will shall purchase the Offered Securities pursuant to the Prospectus SupplementFinal Prospectus. Each other Purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase the Offered Securities, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, Securities in accordance with such procedures as the Corporation and the Underwriters Agent may mutually agree, acting reasonably, in order to fully comply with applicable laws Securities Laws and the terms of this Agreement (including Schedule “A” to this Agreement with respect to offers and sales of Offered Securities in the United States). The Corporation hereby agrees to secure compliance comply with all Securities Laws Laws, including as to the filing of the Qualifying Jurisdictions any notices or forms, on a timely basis in connection with the distribution of the Offered Securities and the Corporation shall execute and file with the Canadian Securities Regulators all forms, notices and certificates relating to the Offering required to be filed pursuant to applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by applicable Securities Laws in the Qualifying Jurisdictions. The Corporation also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Corporation’s expense all private placement forms required to be filed by the Corporation in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Securities in the Selling Jurisdictions outside of Canada and the United States may lawfully occur without the necessity so as not to require registration or filing of filing a prospectus with respect thereto or compliance by the Corporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Corporation (or any similar document of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority under the Applicable applicable Securities Laws in, such Selling Jurisdictions outside of Canada The Underwriters agree to assist and the Corporation in all reasonable respects to secure compliance with all regulatory requirements in connection with the OfferingUnited States.
(b) The Corporation understands that although this Agreement is presented on behalf of the Underwriters as purchaser, the Underwriters may arrange for Substituted Purchasers for the Offered Securities. It is further understood that the Underwriters agree to purchase or cause to be purchased the Units, and if the Over-Allotment Option is exercised, the Additional Securities, as applicable, being issued by the Corporation and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser will purchase Offered Securities at the respective Issue Price set forth in the paragraphs above, and to the extent that Substituted Purchasers purchase Offered Securities, the obligations of the Underwriters to do so will be reduced by the number of Offered Securities purchased by the Substituted Purchasers from the Corporation (but will not relieve the Underwriters from paying to the Corporation the Issue Price per Offered Security purchased by such Substituted Purchasers). Any reference in this Agreement hereafter to “Purchasers” will be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any. Notwithstanding the foregoing all Offered Securities sold pursuant to Rule 144A will first be purchased by the Underwriters, acting as principal, and resold in transactions in accordance with Rule 144A.
(c) The Corporation agrees that the Underwriters will Agent shall have the right to invite one or more registered dealers or brokers (each, Selling Firms to form a “Selling Firm”) as agents selling group to assist with participate in the sale soliciting of offers to purchase the Offered Securities. The Underwriters Agent shall have the exclusive right to control all compensation arrangements between the members of the selling group, group (comprised of such compensation to be payable by Selling Firms) and the UnderwritersAgent. The Underwriters will, Corporation grants all of the rights and will cause benefits of this Agreement to any Selling Firm so appointed by the Agent and appoints the Agent as trustee of such rights and benefits for such Selling Firms, and the Agent hereby accepts such trust and agrees to agree to, comply with applicable Securities Laws in connection with the distribution hold such rights and benefits for and on behalf of the Units and will offer the Units for sale to the public directly and through such Selling Firms upon the terms and conditions set out in the Prospectus Supplement and this AgreementFirms. The Underwriters will: (i) Agent shall use all its commercially reasonable efforts to complete and cause each ensure such Selling Firm to complete the distribution of the Offered Securities as soon as reasonably practicable but in any event no later than 7 days after the Corporation’s filing of the Prospectus Supplement; and (ii) as soon as practicable after the completion of the distribution of the Offered Securities, and in any event within 30 days after the Closing Date, notify the Corporation thereof, on their behalf and on behalf of the Selling Firms, and provide the Corporation with a breakdown of the number of Offered Securities distributed in the Qualifying Jurisdictions and any other jurisdictions subject to Section 3(c)(ii).
(d) The Corporation will forthwith: (i) file, concurrently agrees with the execution of this Agreement, the Prospectus Supplement and other documents Agent to comply with the Canadian Securities Regulators as required under applicable Securities Laws; covenants and (ii) elect to use the Passport System and designate the OSC as the principal regulator thereunder.
(e) Until the earlier of the date on which: (i) the distribution of the Offered Securities is completed; or (ii) the Underwriters have exercised their termination rights pursuant to Sections 13 and 14, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under the Securities Laws to continue to qualify the distribution of the Offered Securities or, in the event that the Offered Securities have, for any reason, ceased so to qualify, to so qualify again the Offered Securities, as applicable, for distribution in the Qualifying Jurisdictions. The Underwriters will, upon the Corporation filing the Prospectus Supplement, and upon receiving sufficient copies of the Prospectus Supplement from the Corporation in accordance with subsection 5(d)(i), deliver one copy of the Prospectus Supplement (together with any amendments thereto) to all persons resident in the Qualifying Jurisdictions who are to acquire the Offered Securities.
(f) Prior to the filing of the Prospectus Supplement and the Closing, the Corporation will have permitted the Underwriters to review the Prospectus Supplement and will allow the Underwriters to conduct any due diligence investigations which they reasonably require in order to fulfill their obligations as Underwriters under applicable Securities Laws and in order to enable the Underwriters to responsibly execute the certificate in the Prospectus Supplement required to be executed by them. Unless so advised otherwise, the Underwriters will be entitled to rely on the advice or absence of advice, as the case may be, of the Corporation in the course of their due diligence investigations.
(g) In carrying out their responsibilities under this Agreement, the Underwriters will necessarily rely on information prepared or supplied given by the Corporation. The Underwriters will apply reasonable standards of diligence to their due diligence inquiries. However, the Underwriters will be entitled to reasonably rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will the Underwriters be liable to the Corporation or any securityholder for any damages arising out of the inaccuracy or incompleteness of such information. The Corporation maintains sole responsibility for the accuracy and completeness of the Offering Documents, all Documents Incorporated by Reference, and any other disclosure document to be prepared in connection with the Offering, except any portions thereof that are provided by the UnderwritersAgent herein.
Appears in 1 contract
Sources: Agency Agreement
The Offering. (a) Each Purchaser resident 2.1 Subject to the terms and conditions of this Agreement, the Agents shall offer for sale the Flow-Through Shares in the Canadian Selling Jurisdictions on a Qualifying Jurisdiction will purchase commercially reasonable agency basis in compliance with all Applicable Securities Laws pursuant to the LIFE such that the offer and sale of the Flow-Through Shares does not obligate the Company to file a prospectus, a registration statement or other offering document or deliver an offering memorandum or other offering document under Applicable Securities Laws, other than the Offering Document.
2.2 The parties to this Agreement acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States except pursuant to available exemptions from the Prospectus Supplement. Each other Purchaser participating in registration requirements of the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Securities, only on a private placement basis U.S. Securities Act and similar exemptions under the applicable securities laws of any state of the jurisdiction United States. The parties agree that (i) the Agents will not arrange for Initial Purchasers of the Flow-Through Shares in which the purchaser is resident or locatedUnited States, and (ii) any offer to purchase any Resale Shares to investors in the United States will be made by the Agents, acting through their respective U.S. Affiliates, in accordance with such procedures this Agreement, on a private- placement basis to "accredited investors" (as defined in Rule 501(a) of Regulation D under the Corporation and the Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable laws and the terms of this Agreement (including Schedule “A” to this Agreement with respect to offers and sales of Offered U.S. Securities Act) in the United States). , it being understood and agreed that such sales do not trigger: (i) any obligation to prepare and file a prospectus, offering memorandum, registration statement or similar disclosure documents; or (ii) any registration or other obligation on the part of the Company including, but not limited to, any continuing obligation in that jurisdiction.
2.3 The Corporation Company hereby agrees to secure compliance comply with all Applicable Securities Laws of the Qualifying Jurisdictions on a timely basis in connection with the distribution of the Offered Securities Offering and the Corporation shall execute and file with the Canadian Securities Regulators all formsundertakes to file, notices and certificates relating to the Offering required or cause to be filed pursuant to applicable Securities Laws in the Qualifying Jurisdictions within the time requiredfiled, and in the form prescribed, by applicable Securities Laws in the Qualifying Jurisdictions. The Corporation also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Corporation’s expense Securities Laws, all private placement forms forms, documents or undertakings required to be filed by the Corporation Company in connection with the Offering issue and pay all filing fees required to be paid in connection therewith sale of the Offered Securities so that the distribution of the Offered Securities outside of Canada may lawfully occur without the necessity of filing a prospectus prospectus, a registration statement or other offering document with any similar document under Commission in the Applicable Laws outside of Canada The Underwriters Selling Jurisdictions, and the Agents agree to assist the Corporation Company in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. All fees payable in connection with such filings shall be paid by the Company.
2.4 Neither the Company nor the Agents shall: (bi) The Corporation understands that although this Agreement is presented on behalf provide to prospective purchasers of the Underwriters as purchaserOffered Securities any document or other material that would constitute an offering memorandum or "future-oriented financial information" within the meaning of Applicable Securities Laws, except for the Underwriters may arrange for Substituted Purchasers for Offering Document; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Offered Securities. It is further understood that the Underwriters agree to purchase or cause to be purchased the Units, and if the Over-Allotment Option is exercisedincluding but not limited to, the Additional Securities, as applicable, being issued by the Corporation and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser will purchase Offered Securities at the respective Issue Price set forth in the paragraphs above, and to the extent that Substituted Purchasers purchase Offered Securities, the obligations of the Underwriters to do so will be reduced by the number of Offered Securities purchased by the Substituted Purchasers from the Corporation (but will not relieve the Underwriters from paying to the Corporation the Issue Price per Offered Security purchased by such Substituted Purchasers). Any reference in this Agreement hereafter to “Purchasers” will be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any. Notwithstanding the foregoing all Offered Securities sold pursuant to Rule 144A will first be purchased by the Underwriters, acting as principal, and resold in transactions in accordance with Rule 144A.
(c) The Corporation agrees that the Underwriters will have the right to invite one or more registered dealers or brokers (each, a “Selling Firm”) as agents to assist with causing the sale of the Offered Securities. The Underwriters have the exclusive right to control all compensation arrangements between the members of the selling group, such compensation Securities to be payable by the Underwriters. The Underwriters willadvertised in any newspaper, magazine, printed public media, printed media or similar medium of general and will cause regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any Selling Firm to agree to, comply with applicable Securities Laws in connection with the distribution of the Units and will offer the Units for sale seminar or meeting relating to the public directly offer and through Selling Firms upon the terms and conditions set out in the Prospectus Supplement and this Agreement. The Underwriters will: (i) use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution sale of the Offered Securities as soon as reasonably practicable but in any event no later than 7 days after the Corporation’s filing of the Prospectus Supplement; and (ii) as soon as practicable after the completion of the distribution of the Offered Securities, and in any event within 30 days after the Closing Date, notify the Corporation thereof, on their behalf and on behalf of the Selling Firms, and provide the Corporation with a breakdown of the number of Offered Securities distributed in the Qualifying Jurisdictions and any other jurisdictions subject to Section 3(c)(ii)whose attendees have been invited by general solicitation or advertising.
(d) The Corporation will forthwith: (i) file, concurrently with the execution of this Agreement, the Prospectus Supplement and other documents with the Canadian Securities Regulators as required under applicable Securities Laws; and (ii) elect to use the Passport System and designate the OSC as the principal regulator thereunder.
(e) Until the earlier of the date on which: (i) the distribution of the Offered Securities is completed; or (ii) the Underwriters have exercised their termination rights pursuant to Sections 13 and 14, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under the Securities Laws to continue to qualify the distribution of the Offered Securities or, in the event that the Offered Securities have, for any reason, ceased so to qualify, to so qualify again the Offered Securities, as applicable, for distribution in the Qualifying Jurisdictions. The Underwriters will, upon the Corporation filing the Prospectus Supplement, and upon receiving sufficient copies of the Prospectus Supplement from the Corporation in accordance with subsection 5(d)(i), deliver one copy of the Prospectus Supplement (together with any amendments thereto) to all persons resident in the Qualifying Jurisdictions who are to acquire the Offered Securities.
(f) Prior to the filing of the Prospectus Supplement and the Closing, the Corporation will have permitted the Underwriters to review the Prospectus Supplement and will allow the Underwriters to conduct any due diligence investigations which they reasonably require in order to fulfill their obligations as Underwriters under applicable Securities Laws and in order to enable the Underwriters to responsibly execute the certificate in the Prospectus Supplement required to be executed by them. Unless so advised otherwise, the Underwriters will be entitled to rely on the advice or absence of advice, as the case may be, of the Corporation in the course of their due diligence investigations.
(g) In carrying out their responsibilities under this Agreement, the Underwriters will necessarily rely on information prepared or supplied by the Corporation. The Underwriters will apply reasonable standards of diligence to their due diligence inquiries. However, the Underwriters will be entitled to reasonably rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will the Underwriters be liable to the Corporation or any securityholder for any damages arising out of the inaccuracy or incompleteness of such information. The Corporation maintains sole responsibility for the accuracy and completeness of the Offering Documents, all Documents Incorporated by Reference, and any other disclosure document to be prepared in connection with the Offering, except any portions thereof that are provided by the Underwriters.
Appears in 1 contract
The Offering. (a) The sale of the Units to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement.
(b) Each Purchaser resident in a Qualifying Jurisdiction will shall purchase the Offered Securities Units (or Additional Securities, as applicable) pursuant to the Prospectus SupplementFinal Prospectus. Each Purchaser in the United States shall purchase the Units (or Additional Securities, as applicable) pursuant to the Final U.S. Placement Memorandum. Each Purchaser in the United States shall also purchase the Units or Additional Securities in accordance with Schedule “C” to this Agreement. Each other Purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Securities, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, Units in accordance with such procedures as the Corporation and the Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable laws Securities Laws and the terms of this Agreement (including Schedule “A” to this Agreement with respect to offers and sales of Offered Securities in the United States). The Corporation hereby agrees to secure compliance comply with all Securities Laws Laws, including as to the filing of the Qualifying Jurisdictions any notices or forms, on a timely basis in connection with the distribution of the Offered Securities and the Corporation shall execute and file with the Canadian Securities Regulators all forms, notices and certificates relating to the Offering required to be filed pursuant to applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by applicable Securities Laws in the Qualifying Jurisdictions. The Corporation also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Corporation’s expense all private placement forms required to be filed by the Corporation in connection with the Offering and pay all filing fees required to be paid in connection therewith Units so that the distribution of the Offered Securities Units in the Selling Jurisdictions outside of Canada and the United States may lawfully occur without the necessity so as not to require registration or filing of filing a prospectus or any similar document with respect thereto or compliance by the Corporation with regulatory requirements (including any continuous disclosure obligations) under the Applicable laws of, or subject the Corporation (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority under applicable Securities Laws in, such Selling Jurisdictions outside of Canada The Underwriters agree to assist and the Corporation in all reasonable respects to secure compliance with all regulatory requirements in connection with the OfferingUnited States.
(b) The Corporation understands that although this Agreement is presented on behalf of the Underwriters as purchaser, the Underwriters may arrange for Substituted Purchasers for the Offered Securities. It is further understood that the Underwriters agree to purchase or cause to be purchased the Units, and if the Over-Allotment Option is exercised, the Additional Securities, as applicable, being issued by the Corporation and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser will purchase Offered Securities at the respective Issue Price set forth in the paragraphs above, and to the extent that Substituted Purchasers purchase Offered Securities, the obligations of the Underwriters to do so will be reduced by the number of Offered Securities purchased by the Substituted Purchasers from the Corporation (but will not relieve the Underwriters from paying to the Corporation the Issue Price per Offered Security purchased by such Substituted Purchasers). Any reference in this Agreement hereafter to “Purchasers” will be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any. Notwithstanding the foregoing all Offered Securities sold pursuant to Rule 144A will first be purchased by the Underwriters, acting as principal, and resold in transactions in accordance with Rule 144A.
(c) The Corporation agrees that the Underwriters will shall have the right to invite one or more registered dealers or brokers (each, a “Selling Firm”) as agents to assist with form a selling group to participate in soliciting offers to purchase the sale of the Offered SecuritiesUnits. The Underwriters shall have the exclusive right to control all compensation arrangements between the members of the selling group, group (comprised of such compensation to be payable by Selling Firms) and the Underwriters. The Underwriters will, Corporation grants all of the rights and will cause benefits of this Agreement to any Selling Firm so appointed by the Underwriters and appoints the Underwriters as trustees of such rights and benefits for such Selling Firms, and the Underwriters hereby accept such trust and agree to agree to, comply with applicable Securities Laws in connection with the distribution hold such rights and benefits for and on behalf of the Units and will offer the Units for sale such Selling Firms. Any Underwriter who appoints a Selling Firm pursuant to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectus Supplement and provisions of this Agreement. The Underwriters will: (iSection 3(c) shall use all its commercially reasonable efforts to complete and cause each ensure such Selling Firm to complete the distribution of the Offered Securities as soon as reasonably practicable but in any event no later than 7 days after the Corporation’s filing of the Prospectus Supplement; and (ii) as soon as practicable after the completion of the distribution of the Offered Securities, and in any event within 30 days after the Closing Date, notify the Corporation thereof, on their behalf and on behalf of the Selling Firms, and provide the Corporation agrees with a breakdown of the number of Offered Securities distributed in the Qualifying Jurisdictions and any other jurisdictions subject to Section 3(c)(ii).
(d) The Corporation will forthwith: (i) file, concurrently with the execution of this Agreement, the Prospectus Supplement and other documents with the Canadian Securities Regulators as required under applicable Securities Laws; and (ii) elect to use the Passport System and designate the OSC as the principal regulator thereunder.
(e) Until the earlier of the date on which: (i) the distribution of the Offered Securities is completed; or (ii) the Underwriters have exercised their termination rights pursuant to Sections 13 and 14, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under the Securities Laws to continue to qualify the distribution of the Offered Securities or, in the event that the Offered Securities have, for any reason, ceased so to qualify, to so qualify again the Offered Securities, as applicable, for distribution in the Qualifying Jurisdictions. The Underwriters will, upon the Corporation filing the Prospectus Supplement, and upon receiving sufficient copies of the Prospectus Supplement from the Corporation in accordance with subsection 5(d)(i), deliver one copy of the Prospectus Supplement (together with any amendments thereto) to all persons resident in the Qualifying Jurisdictions who are to acquire the Offered Securities.
(f) Prior to the filing of the Prospectus Supplement and the Closing, the Corporation will have permitted the Underwriters to review comply with the Prospectus Supplement covenants and will allow obligations given by the Underwriters to conduct any due diligence investigations which they reasonably require in order to fulfill their obligations as Underwriters under applicable Securities Laws and in order to enable the Underwriters to responsibly execute the certificate in the Prospectus Supplement required to be executed by them. Unless so advised otherwise, the Underwriters will be entitled to rely on the advice or absence of advice, as the case may be, of the Corporation in the course of their due diligence investigationsherein.
(g) In carrying out their responsibilities under this Agreement, the Underwriters will necessarily rely on information prepared or supplied by the Corporation. The Underwriters will apply reasonable standards of diligence to their due diligence inquiries. However, the Underwriters will be entitled to reasonably rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will the Underwriters be liable to the Corporation or any securityholder for any damages arising out of the inaccuracy or incompleteness of such information. The Corporation maintains sole responsibility for the accuracy and completeness of the Offering Documents, all Documents Incorporated by Reference, and any other disclosure document to be prepared in connection with the Offering, except any portions thereof that are provided by the Underwriters.
Appears in 1 contract
Sources: Underwriting Agreement
The Offering. (a1) Each Purchaser resident The sale of the Debentures to the Purchasers is to be effected in a Qualifying Jurisdiction will purchase manner that is in compliance with Securities Laws and upon the Offered Securities pursuant to terms set out in the Prospectus Supplement. Each other Purchaser participating and in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Securities, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Corporation and the Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable laws and the terms of this Agreement (including Schedule “A” to this Agreement with respect to offers and sales of Offered Securities in the United States)Agreement. The Corporation hereby agrees Agents will use their reasonable best efforts to secure compliance with all Securities Laws of arrange for Purchasers for the Qualifying Jurisdictions on a timely basis in connection with the distribution of the Offered Securities and the Corporation shall execute and file with the Canadian Securities Regulators all forms, notices and certificates relating to the Offering required to be filed pursuant to applicable Securities Laws Debentures in the Qualifying Jurisdictions within the time required, and in the form prescribed, by applicable Securities Laws in the Qualifying Jurisdictions. The Corporation also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Corporation’s expense all private placement forms required to be filed by the Corporation in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Securities outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Laws outside of Canada The Underwriters agree to assist the Corporation in all reasonable respects to secure compliance with all regulatory requirements Provinces in connection with the Offering; however, it is understood and agreed that the Agents shall have no obligation to purchase the Debentures.
(b2) The Corporation understands that although this Agreement is presented on behalf of the Underwriters as purchaserCompany agrees that, the Underwriters may arrange for Substituted Purchasers for the Offered Securities. It is further understood that the Underwriters agree to purchase or cause to be purchased the Units, and if the Over-Allotment Option is exercised, the Additional Securities, as applicable, being issued by the Corporation and that this commitment is not subject to the Underwriters being able prior written consent of the Company, such consent not to arrange Substituted Purchasers. Each Substituted Purchaser will purchase Offered Securities at the respective Issue Price set forth in the paragraphs above, and to the extent that Substituted Purchasers purchase Offered Securitiesbe unreasonably withheld, the obligations of the Underwriters to do so will be reduced by the number of Offered Securities purchased by the Substituted Purchasers from the Corporation (but will not relieve the Underwriters from paying to the Corporation the Issue Price per Offered Security purchased by such Substituted Purchasers). Any reference in this Agreement hereafter to “Purchasers” will be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any. Notwithstanding the foregoing all Offered Securities sold pursuant to Rule 144A will first be purchased by the Underwriters, acting as principal, and resold in transactions in accordance with Rule 144A.
(c) The Corporation agrees that the Underwriters Agents will have the right to invite one or more registered investment dealers or brokers (each, a “Selling Firm”) as agents to assist with form a selling group to participate in the sale soliciting of offers to purchase the Offered SecuritiesDebentures. The Underwriters Agents have the exclusive right to control all compensation arrangements between the members with respect to any such Selling Firm. The Company grants all of the selling group, such compensation rights and benefits of this Agreement to be payable by the Underwriters. The Underwriters will, and will cause any Selling Firm to agree to, comply with applicable Securities Laws in connection with so appointed by the distribution Agents and appoints the Agents as trustee of the Units such rights and will offer the Units benefits for sale to the public directly and through such Selling Firms upon the terms and conditions set out in the Prospectus Supplement and this Agreement. The Underwriters will: (i) use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Securities as soon as reasonably practicable but in any event no later than 7 days after the Corporation’s filing of the Prospectus Supplement; and (ii) as soon as practicable after the completion of the distribution of the Offered SecuritiesFirms, and in any event within 30 days after the Closing Date, notify the Corporation thereof, on their behalf Agents hereby accept such trust and agree to hold such rights and benefits for and on behalf of the such Selling Firms. The Agents shall ensure that any Selling Firm appointed pursuant to the provisions of this Section 2.2(2) or with whom the Agents have a contractual relationship with respect to the Offering, if any, agree with the Agents to comply with the covenants and provide obligations given by the Corporation with a breakdown of the number of Offered Securities distributed in the Qualifying Jurisdictions and any other jurisdictions subject to Section 3(c)(ii)Agents herein.
(d3) The Corporation will forthwith: (i) file, concurrently with the execution of this Agreement, the Prospectus Supplement and other documents with the Canadian Securities Regulators as required under applicable Securities Laws; and (ii) elect to use the Passport System and designate the OSC as the principal regulator thereunder.
(e) Until the earlier of the date on which: (i) the distribution of the Offered Securities is completed; or (ii) the Underwriters have exercised their termination rights pursuant to Sections 13 and 14, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under the Securities Laws to continue to qualify the distribution of the Offered Securities or, in the event that the Offered Securities have, for any reason, ceased so to qualify, to so qualify again the Offered Securities, as applicable, for distribution in the Qualifying Jurisdictions. The Underwriters willAgents shall, upon the Corporation filing Company obtaining the Prospectus Supplement, and upon receiving sufficient copies of the Prospectus Supplement from the Corporation in accordance with subsection 5(d)(i)Final Receipt, deliver one copy of the Final Prospectus Supplement (together with any amendments thereto) to all persons Persons resident in the Qualifying Jurisdictions Provinces who are to acquire the Offered SecuritiesDebentures.
(f4) Prior to Notwithstanding the filing foregoing provisions of the Prospectus Supplement and the Closingthis Section 2.2, the Corporation an Agent will have permitted the Underwriters to review the Prospectus Supplement and will allow the Underwriters to conduct any due diligence investigations which they reasonably require in order to fulfill their obligations as Underwriters under applicable Securities Laws and in order to enable the Underwriters to responsibly execute the certificate in the Prospectus Supplement required to be executed by them. Unless so advised otherwise, the Underwriters will be entitled to rely on the advice or absence of advice, as the case may be, of the Corporation in the course of their due diligence investigations.
(g) In carrying out their responsibilities under this Agreement, the Underwriters will necessarily rely on information prepared or supplied by the Corporation. The Underwriters will apply reasonable standards of diligence to their due diligence inquiries. However, the Underwriters will be entitled to reasonably rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will the Underwriters not be liable to the Corporation or any securityholder for any damages arising out Company under this Section 2.2 with respect to a default under this Section 2.2 by another Agent.
(5) In the event that the Company is required by Securities Laws of the inaccuracy or incompleteness Qualifying Provinces to prepare and file any Supplementary Materials, the Company shall prepare and deliver promptly to the Agents signed and certified copies of such informationSupplementary Materials. The Corporation maintains sole responsibility for Any Supplementary Materials shall be in form and substance satisfactory to the accuracy and completeness of the Offering Documents, all Documents Incorporated by Reference, and any other disclosure document to be prepared in connection Agents. Concurrently with the Offeringdelivery of any Supplementary Material, except the Company shall deliver to the Agents, with respect to such Supplementary Material, documents similar to those referred to in Section 6.1 and the Agents agree to deliver a copy of any portions thereof that are provided Supplementary Material to each Purchaser arranged by the UnderwritersAgents.
Appears in 1 contract
Sources: Agency Agreement
The Offering. (a) The sale of the Units to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement.
(b) Each Purchaser resident in a Qualifying Jurisdiction will shall purchase the Offered Securities Units pursuant to the Prospectus SupplementFinal Prospectus. Each Purchaser in the United States shall purchase the Units (or Additional Securities, as applicable) pursuant to the Final U.S. Placement Memorandum. Each Purchaser in the United States shall also purchase the Units or Additional Securities in accordance with Schedule “A” to this Agreement. Each other Purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Securities, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, Units in accordance with such procedures as the Corporation and the Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable laws Securities Laws and the terms of this Agreement (including Schedule “A” to this Agreement with respect to offers and sales of Offered Securities in the United States). The Corporation hereby agrees to secure compliance comply with all Securities Laws Laws, including as to the filing of the Qualifying Jurisdictions any notices or forms, on a timely basis in connection with the distribution of the Offered Securities and the Corporation shall execute and file with the Canadian Securities Regulators all forms, notices and certificates relating to the Offering required to be filed pursuant to applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by applicable Securities Laws in the Qualifying Jurisdictions. The Corporation also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Corporation’s expense all private placement forms required to be filed by the Corporation in connection with the Offering and pay all filing fees required to be paid in connection therewith Units so that the distribution of the Offered Securities Units in the Selling Jurisdictions outside of Canada and the United States may lawfully occur without the necessity so as not to require registration or filing of filing a prospectus with respect thereto or compliance by the Corporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Corporation (or any similar document of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority under the Applicable applicable Securities Laws in, such Selling Jurisdictions outside of Canada The Underwriters agree to assist and the Corporation in all reasonable respects to secure compliance with all regulatory requirements in connection with the OfferingUnited States.
(b) The Corporation understands that although this Agreement is presented on behalf of the Underwriters as purchaser, the Underwriters may arrange for Substituted Purchasers for the Offered Securities. It is further understood that the Underwriters agree to purchase or cause to be purchased the Units, and if the Over-Allotment Option is exercised, the Additional Securities, as applicable, being issued by the Corporation and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser will purchase Offered Securities at the respective Issue Price set forth in the paragraphs above, and to the extent that Substituted Purchasers purchase Offered Securities, the obligations of the Underwriters to do so will be reduced by the number of Offered Securities purchased by the Substituted Purchasers from the Corporation (but will not relieve the Underwriters from paying to the Corporation the Issue Price per Offered Security purchased by such Substituted Purchasers). Any reference in this Agreement hereafter to “Purchasers” will be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any. Notwithstanding the foregoing all Offered Securities sold pursuant to Rule 144A will first be purchased by the Underwriters, acting as principal, and resold in transactions in accordance with Rule 144A.
(c) The Corporation agrees that the Underwriters will shall have the right to invite one or more registered dealers or brokers (each, a “Selling Firm”) as agents to assist with form a selling group to participate in soliciting offers to purchase the sale of the Offered SecuritiesUnits. The Underwriters shall have the exclusive right to control all compensation arrangements between the members of the selling group, group (comprised of such compensation to be payable by Selling Firms) and the Underwriters. The Underwriters will, Corporation grants all of the rights and will cause benefits of this Agreement to any Selling Firm so appointed by the Underwriters and appoints the Underwriters as trustees of such rights and benefits for such Selling Firms, and the Underwriters hereby accept such trust and agree to agree to, comply with applicable Securities Laws in connection with the distribution hold such rights and benefits for and on behalf of the Units and will offer the Units for sale such Selling Firms. Any Underwriter who appoints a Selling Firm pursuant to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectus Supplement and provisions of this Agreement. The Underwriters will: (iSection 3(c) shall use all its commercially reasonable efforts to complete and cause each ensure such Selling Firm to complete the distribution of the Offered Securities as soon as reasonably practicable but in any event no later than 7 days after the Corporation’s filing of the Prospectus Supplement; and (ii) as soon as practicable after the completion of the distribution of the Offered Securities, and in any event within 30 days after the Closing Date, notify the Corporation thereof, on their behalf and on behalf of the Selling Firms, and provide the Corporation agrees with a breakdown of the number of Offered Securities distributed in the Qualifying Jurisdictions and any other jurisdictions subject to Section 3(c)(ii).
(d) The Corporation will forthwith: (i) file, concurrently with the execution of this Agreement, the Prospectus Supplement and other documents with the Canadian Securities Regulators as required under applicable Securities Laws; and (ii) elect to use the Passport System and designate the OSC as the principal regulator thereunder.
(e) Until the earlier of the date on which: (i) the distribution of the Offered Securities is completed; or (ii) the Underwriters have exercised their termination rights pursuant to Sections 13 and 14, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under the Securities Laws to continue to qualify the distribution of the Offered Securities or, in the event that the Offered Securities have, for any reason, ceased so to qualify, to so qualify again the Offered Securities, as applicable, for distribution in the Qualifying Jurisdictions. The Underwriters will, upon the Corporation filing the Prospectus Supplement, and upon receiving sufficient copies of the Prospectus Supplement from the Corporation in accordance with subsection 5(d)(i), deliver one copy of the Prospectus Supplement (together with any amendments thereto) to all persons resident in the Qualifying Jurisdictions who are to acquire the Offered Securities.
(f) Prior to the filing of the Prospectus Supplement and the Closing, the Corporation will have permitted the Underwriters to review comply with the Prospectus Supplement covenants and will allow obligations given by the Underwriters to conduct any due diligence investigations which they reasonably require in order to fulfill their obligations as Underwriters under applicable Securities Laws and in order to enable the Underwriters to responsibly execute the certificate in the Prospectus Supplement required to be executed by them. Unless so advised otherwise, the Underwriters will be entitled to rely on the advice or absence of advice, as the case may be, of the Corporation in the course of their due diligence investigationsherein.
(g) In carrying out their responsibilities under this Agreement, the Underwriters will necessarily rely on information prepared or supplied by the Corporation. The Underwriters will apply reasonable standards of diligence to their due diligence inquiries. However, the Underwriters will be entitled to reasonably rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will the Underwriters be liable to the Corporation or any securityholder for any damages arising out of the inaccuracy or incompleteness of such information. The Corporation maintains sole responsibility for the accuracy and completeness of the Offering Documents, all Documents Incorporated by Reference, and any other disclosure document to be prepared in connection with the Offering, except any portions thereof that are provided by the Underwriters.
Appears in 1 contract
Sources: Underwriting Agreement
The Offering. (a) Each Purchaser purchaser of Offered Units pursuant to the Offering resident in a Qualifying Jurisdiction will shall purchase the Offered Securities Units pursuant to the Prospectus Supplement. Each other Purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Securities, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Corporation and the Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable laws and the terms of this Agreement (including Schedule “A” to this Agreement with respect to offers and sales of Offered Securities in the United States)Final Prospectus. The Corporation Company hereby agrees to secure compliance comply with all applicable Canadian Securities Laws of the Qualifying Jurisdictions on a timely basis in connection with the distribution of the Offered Securities Units to enable the Units and the Corporation shall execute and file with the Canadian Securities Regulators all formsOver-Allotment Units, notices and certificates relating to the Offering required if applicable, to be filed pursuant to applicable Securities Laws lawfully distributed in the Qualifying Jurisdictions within the time required, and in the form prescribed, by applicable accordance with Canadian Securities Laws through the Underwriters or any other investment dealers or brokers registered as such in the Qualifying JurisdictionsJurisdictions and acting in compliance with Canadian Securities Laws applicable to them and terms of their respective registrations. The Corporation also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Corporation’s expense all private placement forms required to be filed by the Corporation in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Securities outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Laws outside of Canada The Underwriters agree to assist the Corporation Company in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering.
(b) The Corporation Company understands that although this Agreement is presented on behalf of the Underwriters as purchaserpurchasers, the Underwriters may arrange for substituted purchasers (the “Substituted Purchasers Purchasers”) for the Offered SecuritiesUnits; and in connection with private placements of the Offered Units in the United States only in accordance with the U.S. Securities Laws, the provisions of this Agreement and, without limiting the foregoing, specifically Schedule “A” of this Agreement. It is further understood that the Underwriters agree to purchase or cause to be purchased the Units, and if the Over-Allotment Option is exercised, the Additional Securities, as applicable, Over- Allotment Units being issued by the Corporation Company and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser will shall purchase Offered Securities Units at the respective Issue Price set forth in the paragraphs abovePrice, and to the extent that Substituted Purchasers purchase Offered SecuritiesUnits, the obligations of the Underwriters to do so will be reduced by the number of Offered Securities Units purchased by the Substituted Purchasers from the Corporation Company (but will shall not relieve the Underwriters from paying to the Corporation Company the Issue Price per Offered Security Unit purchased by such Substituted Purchasers). Any reference in this Agreement hereafter to “Purchaserspurchasers” will shall be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any. Notwithstanding the foregoing all Offered Securities Units sold pursuant to Rule 144A will shall first be purchased by the Underwriters, acting as principal, and resold in transactions in accordance with Rule 144A.
(c) The Corporation Company agrees that the Underwriters will shall, at their own expense, have the right to invite appoint one or more registered investment dealers or brokers (each, a “Selling Firm”) as agents to assist with form a selling group to participate in the sale soliciting of offers to purchase the Offered SecuritiesUnits. The Underwriters have the exclusive right to control all compensation arrangements between the members of the selling group, provided that such compensation to shall be payable by by, and the sole responsibility of, the Underwriters. The Underwriters will, and will cause shall ensure that any Selling Firm appointed pursuant to agree the provisions of this subsection 1(c) or with whom the Underwriters have a contractual relationship with respect to the Offering, if any, agrees with the Underwriters to comply with the covenants and obligations given by the Underwriters herein or to which the Underwriters are subject.
(d) The Company represents and warrants to, comply and covenants and agrees with, the Underwriters that the Company has prepared and will promptly, after the execution and delivery of this Agreement, file with applicable the Canadian Securities Regulators the Preliminary Prospectus and other related documents relating to the proposed distribution in the Qualifying Jurisdictions of the Offered Units in accordance with the Canadian Securities Laws in connection with and the distribution of the Units and will offer the Units for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectus Supplement and this Agreement. The Underwriters will: (i) Company shall use all commercially its reasonable efforts to complete and cause each Selling Firm to complete obtain a receipt for the distribution of Preliminary Prospectus from the Offered Securities as soon as reasonably practicable but in any event no later than 7 days after the Corporation’s filing of the Prospectus Supplement; and (ii) as soon as practicable after the completion of the distribution of the Offered Securities, and in any event within 30 days after the Closing Date, notify the Corporation thereof, Principal Regulator on their its own behalf and on behalf of the Selling Firmsother Canadian Securities Regulators pursuant to the Passport System and NP 11-202 on the date of such filing, and provide in any event shall obtain such receipt by no later than 4:00 p.m. (Toronto time) on April 18, 2019;
(e) The Company shall use its reasonable efforts to promptly resolve all comments received of, or deficiencies raised by, the Corporation Canadian Securities Regulators with a breakdown respect to the Preliminary Prospectus as soon as possible after receipt of such comments. The Company shall have prepared and filed the Final Prospectus and other related documents relating to the proposed distribution of the number of Offered Securities distributed Units in the Qualifying Jurisdictions in accordance with the Canadian Securities Laws and any the Company shall obtain a receipt for the Final Prospectus from the Principal Regulator on its own behalf and on behalf of the other jurisdictions subject Canadian Securities Regulators pursuant to Section 3(c)(iithe Passport System and NP 11-202 by 4:00 pm (Toronto time) on May 8, 2019 (or such other time and/or later date as the Company and Eight Capital (on behalf of the Underwriters) may mutually agree).
(d) The Corporation will forthwith: (i) file, concurrently with the execution of this Agreement, the Prospectus Supplement and other documents with the Canadian Securities Regulators as required under applicable Securities Laws; and (ii) elect to use the Passport System and designate the OSC as the principal regulator thereunder.
(ef) Until the earlier of the date on which: (i) the distribution of the Offered Securities Units is completed; or (ii) the Underwriters have exercised their termination rights pursuant to Sections 13 and 14Section 10, the Corporation Company will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under the Canadian Securities Laws to continue to qualify the distribution of the Offered Securities Units or, in the event that the Offered Securities Units have, for any reason, ceased so to qualify, to so qualify again the Offered SecuritiesUnits, as applicable, for distribution in the Qualifying Jurisdictions. The Underwriters willshall, upon the Corporation filing Company obtaining a receipt for the Final Prospectus Supplementfrom or on behalf of each of the Canadian Securities Regulators, and upon receiving sufficient copies of the Final Prospectus Supplement from the Corporation Company in accordance with subsection 5(d)(i3(d)(ii), deliver one copy of the Final Prospectus Supplement (together with any amendments thereto) to all persons resident in the Qualifying Jurisdictions who are to acquire the Offered SecuritiesUnits.
(fg) Prior to the filing of the Preliminary Prospectus, the filing of the Final Prospectus Supplement and the Closing, the Corporation will Company shall have permitted the Underwriters to review each of the Preliminary Prospectus Supplement and will the Final Prospectus and shall allow the Underwriters to conduct any due diligence investigations which they reasonably require in order to fulfill fulfil their obligations as Underwriters underwriters under applicable Canadian Securities Laws and in order to enable the Underwriters to responsibly execute the certificate in the Preliminary Prospectus Supplement and the Final Prospectus required to be executed by them. Unless so advised otherwise, the Underwriters will be entitled to rely on the advice or absence of advice, as the case may be, of the Corporation in the course of their due diligence investigations.
(g) In carrying out their responsibilities under this Agreement, the Underwriters will necessarily rely on information prepared or supplied by the Corporation. The Underwriters will apply reasonable standards of diligence to their due diligence inquiries. However, the Underwriters will be entitled to reasonably rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will the Underwriters be liable to the Corporation or any securityholder for any damages arising out of the inaccuracy or incompleteness of such information. The Corporation maintains sole responsibility for the accuracy and completeness of the Offering Documents, all Documents Incorporated by Reference, and any other disclosure document to be prepared in connection with the Offering, except any portions thereof that are provided by the Underwriters.
Appears in 1 contract
Sources: Underwriting Agreement
The Offering. (a) The sale of the Offered Shares to the Purchasers shall be effected in a manner that is in compliance with applicable Canadian Securities Laws and U.S. Securities Laws and upon the terms set out in the Prospectus and in this Agreement. The Agents will use their best efforts to arrange for Purchasers for the Offered Shares in the Qualifying Provinces and in those jurisdictions outside of Canada as may be agreed upon by the Corporation and the Agents, acting reasonably, in connection with the Offering; provided, however, that it is understood and agreed that the Agents shall have no obligation to purchase any of the Offered Shares.
(b) The Corporation agrees that the Agents shall have the right to invite one or more investment dealers (each, a “Selling Firm”) to form a selling group to participate in the soliciting of offers to purchase the Offered Shares. The Agents have the exclusive right to control all compensation arrangements between the members of the selling group, such compensation to be payable by the Agents. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents and appoints the Agents as trustees of such rights and benefits for such Selling Firms, and the Agents hereby accept such trust and agree to hold such rights and benefits for and on behalf of such Selling Firms. The Agents shall ensure that any Selling Firm appointed pursuant to the provisions of this subsection 3(b) or with whom the Agents have a contractual relationship with respect to the Offering, if any, agrees with the Agents to comply with the covenants and obligations given by the Agents herein.
(c) The Corporation represents and warrants to, and covenants and agrees with, the Agents that the Corporation has prepared and filed the Preliminary Prospectus and the Amended and Restated Preliminary Prospectus with the Canadian Securities Commissions in each of the Qualifying Provinces under applicable Canadian Securities Laws and has obtained, pursuant to the Passport System and NP 11-202, a receipt therefor from each of the Canadian Securities Commissions with respect to the proposed distribution of the Offered Shares. The Corporation has prepared and will promptly, after the execution and delivery of this Agreement, file the Final Prospectus with the Canadian Securities Commissions under applicable Canadian Securities Laws, and will use its best efforts to obtain a receipt under the Passport System and NP 11-202 for the Final Prospectus by or on behalf of each of the Canadian Securities Commissions in order to qualify the Offered Shares for distribution in each of the Qualifying Provinces, as soon as possible, and in any event not later than 5:00 p.m. (EST) on November 14, 2017 (or such other time and/or later date as the Corporation and the Agents may agree) and until the day on which the distribution of the Offered Shares is completed, the Corporation will promptly take, or cause to be taken, to the satisfaction of the Agents, acting reasonably, all additional reasonable steps and proceedings that may from time to time be required under applicable Canadian Securities Laws to qualify the distribution of the Offered Shares in the Qualifying Provinces through the Agents or their respective affiliates or any other investment dealers or brokers registered in such jurisdictions as contemplated therein.
(d) The Agents shall, upon the Corporation obtaining a receipt for the Final Prospectus from or on behalf of each of the Canadian Securities Commissions, and upon receiving sufficient copies of the Final Prospectus from the Corporation in accordance with subsection 7(e), deliver one copy of the Final Prospectus (together with any amendments thereto) to all Persons resident in the Qualifying Provinces who are to acquire the Offered Shares.
(e) Prior to the filing of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus, the Final Prospectus and any Supplementary Material, the Corporation shall allow the Agents to participate fully in the preparation of such documents and shall allow the Agents to conduct all due diligence which the Agents may reasonably require in order to fulfill their obligations as Agents and in order to enable the Agents responsibly to execute any certificate related to such documents required to be executed by them under applicable Canadian Securities Laws. Up to the later of the Closing Date and the date of completion of the distribution of the Offered Shares, the Corporation shall allow each of the Agents to conduct any due diligence investigations that any of them reasonably requires to confirm as at any date that it continues to have reasonable grounds for the belief that the Offering Documents do not contain a misrepresentation as at such date or as at the date of such Offering Documents or, for purposes of U.S. Securities Laws, do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make statements therein, in light of the circumstances under which they were made, not misleading as at such date or as at the date of such Offering Documents.
(f) During the distribution of the Offered Shares:
(i) the Corporation shall prepare, in consultation with the Lead Agent, and approve in writing, prior to such time any Marketing Materials are provided to potential investors of the Offered Shares, a template version of any Marketing Materials reasonably requested to be provided by the Agents to any such potential investor, such Marketing Materials to comply with Canadian Securities Laws and to be acceptable in form and substance to the Agents, acting reasonably;
(ii) the Lead Agent shall, on behalf of the Agents, as contemplated by Canadian Securities Laws, approve a template version of any such Marketing Materials in writing prior to the time such Marketing Materials are provided to potential investors of the Offered Shares;
(iii) the Corporation shall file a template version of any Marketing Materials on SEDAR as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Corporation and the Lead Agent and, in any event, on or before the day the Marketing Materials are first provided to any potential investor in Offered Shares, and any comparables (as defined in NI 41-101) shall be removed from the template version in accordance with NI 44-101 prior to filing such on SEDAR (provided that if any such comparables are removed, the Corporation shall deliver a complete template version of any such Marketing Materials to the Securities Commissions), and the Corporation shall provide a copy of such filed template version to the Agents as soon as practicable following such filing; and
(iv) following the approvals and filings set forth in Sections 3(f)(i) to 3(f)(iii) above, the Agents may provide a limited-use version of such Marketing Materials to potential investors of the Offered Shares in accordance with Canadian Securities Laws.
(g) The Corporation and the Agents, on a several basis, covenant and agree, during the distribution of the Offered Shares,:
(i) not to provide any potential investor of Offered Shares with any Marketing Materials unless a template version of such materials has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Materials are first provided to any potential investor of the Offered Shares; and
(ii) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Shares or the Corporation, other than: (A) such Marketing Materials that have been approved and filed in accordance with Section 3(f); and (B) the Prospectus.
(h) Each Purchaser who is resident in a Qualifying Jurisdiction will Province shall purchase the Offered Securities pursuant to the Prospectus SupplementProspectus. Each other Purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, Province shall purchase Offered Securities, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Corporation and the Underwriters Agents may mutually agree, acting reasonably, in order to fully comply with applicable laws Laws and the terms of this Agreement (including Schedule “A” to this Agreement Section 4(b) with respect to offers and sales of Offered Securities in jurisdictions other than the Qualifying Provinces and including Schedule “A” hereto with respect to offers and sales in the United States). The Corporation hereby agrees to secure ensure compliance by the Corporation with all applicable Canadian Securities Laws of the Qualifying Jurisdictions on a timely basis in connection with the distribution of the Offered Securities and the Corporation shall execute and file with the Canadian Securities Regulators all forms, notices and certificates relating Shares to the Offering required to be filed pursuant to applicable Securities Laws Purchasers resident in the Qualifying Jurisdictions within the time required, Provinces and in the form prescribed, by applicable to take or cause to be taken all steps and proceedings required under U.S. Securities Laws to offer and sell the Offered Shares in accordance with Schedule “A” hereto provided the Qualifying JurisdictionsAgents comply with their obligations hereunder. The Corporation also agrees to file within the periods stipulated under Applicable applicable Laws outside of Canada and at the Corporation’s expense all private placement forms required to be filed by the Corporation in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Securities Shares outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable applicable Laws outside of Canada The Underwriters agree to assist the Corporation in all reasonable respects to secure compliance with all regulatory requirements in connection with the OfferingCanada.
(b) The Corporation understands that although this Agreement is presented on behalf of the Underwriters as purchaser, the Underwriters may arrange for Substituted Purchasers for the Offered Securities. It is further understood that the Underwriters agree to purchase or cause to be purchased the Units, and if the Over-Allotment Option is exercised, the Additional Securities, as applicable, being issued by the Corporation and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser will purchase Offered Securities at the respective Issue Price set forth in the paragraphs above, and to the extent that Substituted Purchasers purchase Offered Securities, the obligations of the Underwriters to do so will be reduced by the number of Offered Securities purchased by the Substituted Purchasers from the Corporation (but will not relieve the Underwriters from paying to the Corporation the Issue Price per Offered Security purchased by such Substituted Purchasers). Any reference in this Agreement hereafter to “Purchasers” will be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any. Notwithstanding the foregoing all Offered Securities sold pursuant to Rule 144A will first be purchased by the Underwriters, acting as principal, and resold in transactions in accordance with Rule 144A.
(c) The Corporation agrees that the Underwriters will have the right to invite one or more registered dealers or brokers (each, a “Selling Firm”) as agents to assist with the sale of the Offered Securities. The Underwriters have the exclusive right to control all compensation arrangements between the members of the selling group, such compensation to be payable by the Underwriters. The Underwriters will, and will cause any Selling Firm to agree to, comply with applicable Securities Laws in connection with the distribution of the Units and will offer the Units for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectus Supplement and this Agreement. The Underwriters will: (i) use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Securities as soon as reasonably practicable but in any event no later than 7 days after the Corporation’s filing of the Prospectus Supplement; and (ii) as soon as practicable after the completion of the distribution of the Offered Securities, and in any event within 30 days after the Closing Date, notify the Corporation thereof, on their behalf and on behalf of the Selling Firms, and provide the Corporation with a breakdown of the number of Offered Securities distributed in the Qualifying Jurisdictions and any other jurisdictions subject to Section 3(c)(ii).
(d) The Corporation will forthwith: (i) file, concurrently with the execution of this Agreement, the Prospectus Supplement and other documents with the Canadian Securities Regulators as required under applicable Securities Laws; and (ii) elect to use the Passport System and designate the OSC as the principal regulator thereunder.
(e) Until the earlier of the date on which: (i) the distribution of the Offered Securities is completed; or (ii) the Underwriters have exercised their termination rights pursuant to Sections 13 and 14, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under the Securities Laws to continue to qualify the distribution of the Offered Securities or, in the event that the Offered Securities have, for any reason, ceased so to qualify, to so qualify again the Offered Securities, as applicable, for distribution in the Qualifying Jurisdictions. The Underwriters will, upon the Corporation filing the Prospectus Supplement, and upon receiving sufficient copies of the Prospectus Supplement from the Corporation in accordance with subsection 5(d)(i), deliver one copy of the Prospectus Supplement (together with any amendments thereto) to all persons resident in the Qualifying Jurisdictions who are to acquire the Offered Securities.
(f) Prior to the filing of the Prospectus Supplement and the Closing, the Corporation will have permitted the Underwriters to review the Prospectus Supplement and will allow the Underwriters to conduct any due diligence investigations which they reasonably require in order to fulfill their obligations as Underwriters under applicable Securities Laws and in order to enable the Underwriters to responsibly execute the certificate in the Prospectus Supplement required to be executed by them. Unless so advised otherwise, the Underwriters will be entitled to rely on the advice or absence of advice, as the case may be, of the Corporation in the course of their due diligence investigations.
(g) In carrying out their responsibilities under this Agreement, the Underwriters will necessarily rely on information prepared or supplied by the Corporation. The Underwriters will apply reasonable standards of diligence to their due diligence inquiries. However, the Underwriters will be entitled to reasonably rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will the Underwriters be liable to the Corporation or any securityholder for any damages arising out of the inaccuracy or incompleteness of such information. The Corporation maintains sole responsibility for the accuracy and completeness of the Offering Documents, all Documents Incorporated by Reference, and any other disclosure document to be prepared in connection with the Offering, except any portions thereof that are provided by the Underwriters.
Appears in 1 contract
Sources: Agency Agreement
The Offering. (a) Each Purchaser purchaser who is resident in a Qualifying Jurisdiction will shall purchase the Offered Securities Units pursuant to the Prospectus SupplementFinal Prospectus. Each other Purchaser participating in the Offering purchaser not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered SecuritiesUnits, which have been qualified by the Final Prospectus in Canada, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Corporation Company and the Underwriters Agent may mutually agree, acting reasonably, in order to fully comply with applicable laws Applicable Laws and the terms of this Agreement Agreement.
(including Schedule “A” to this Agreement with respect to offers and sales of Offered Securities in the United States). b) The Corporation Company hereby agrees to secure compliance comply with all Applicable Securities Laws of in the Qualifying Jurisdictions on a timely basis in connection with the distribution of the Offered Securities Units and the Corporation Company shall execute and file with the Canadian Securities Regulators Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to applicable Applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by applicable Applicable Securities Laws in the Qualifying Jurisdictions. The Corporation also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Corporation’s expense all private placement forms required to be filed by the Corporation in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Securities outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Laws outside of Canada The Underwriters agree to assist the Corporation in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering.
(b) The Corporation understands that although this Agreement is presented on behalf of the Underwriters as purchaser, the Underwriters may arrange for Substituted Purchasers for the Offered Securities. It is further understood that the Underwriters agree to purchase or cause to be purchased the Units, and if the Over-Allotment Option is exercised, the Additional Securities, as applicable, being issued by the Corporation and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser will purchase Offered Securities at the respective Issue Price set forth in the paragraphs above, and to the extent that Substituted Purchasers purchase Offered Securities, the obligations of the Underwriters to do so will be reduced by the number of Offered Securities purchased by the Substituted Purchasers from the Corporation (but will not relieve the Underwriters from paying to the Corporation the Issue Price per Offered Security purchased by such Substituted Purchasers). Any reference in this Agreement hereafter to “Purchasers” will be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any. Notwithstanding the foregoing all Offered Securities sold pursuant to Rule 144A will first be purchased by the Underwriters, acting as principal, and resold in transactions in accordance with Rule 144A.
(c) The Corporation agrees that Agent shall use its “commercially reasonable efforts” to arrange for the Underwriters will have the right to invite one or more registered dealers or brokers (each, a “Selling Firm”) as agents to assist with the sale purchase of the Offered Securities. The Underwriters have the exclusive right to control all compensation arrangements between the members of the selling group, such compensation to be payable by the Underwriters. The Underwriters will, and will cause any Selling Firm to agree to, comply with applicable Securities Laws in connection with the distribution of the Units and will offer the Units for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectus Supplement and this Agreement. The Underwriters will: sale:
(i) use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Securities as soon as reasonably practicable but in any event no later than 7 days after the Corporation’s filing of the Prospectus Supplement; and (ii) as soon as practicable after the completion of the distribution of the Offered Securities, and in any event within 30 days after the Closing Date, notify the Corporation thereof, on their behalf and on behalf of the Selling Firms, and provide the Corporation with a breakdown of the number of Offered Securities distributed in the Qualifying Jurisdictions and any other jurisdictions subject to Section 3(c)(ii).and
(d) The Corporation will forthwith: (i) file, concurrently with the execution of this Agreement, the Prospectus Supplement and other documents with the Canadian Securities Regulators as required under applicable Securities Laws; and (ii) elect subject to use the Passport System and designate the OSC as the principal regulator thereunder.
(e) Until the earlier consent of the date on which: (i) the distribution Company, acting reasonably, in such other jurisdictions outside of the Offered Securities is completed; or (ii) Qualifying Jurisdictions and the Underwriters have exercised their termination rights pursuant to Sections 13 United States where permitted by and 14, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under the in accordance with Applicable Securities Laws to continue to qualify and the distribution applicable securities laws of the Offered Securities orsuch other jurisdictions, and provided that in the event that the Offered Securities have, for any reason, ceased so to qualify, to so qualify again the Offered Securities, as applicable, for distribution in case of jurisdictions other than the Qualifying Jurisdictions. The Underwriters will, upon the Corporation filing the Prospectus Supplement, and upon receiving sufficient copies of the Prospectus Supplement from the Corporation Company shall not be required to become registered or file a prospectus or registration statement or similar document in accordance with subsection 5(d)(i), deliver one copy of the Prospectus Supplement (together with any amendments thereto) to all persons resident in the Qualifying Jurisdictions who are to acquire the Offered Securities.
(f) Prior to the filing of the Prospectus Supplement such jurisdictions and the Closing, the Corporation Company will have permitted the Underwriters not be subject to review the Prospectus Supplement and will allow the Underwriters to conduct any due diligence investigations which they reasonably require continuous disclosure requirements in order to fulfill their obligations as Underwriters under applicable Securities Laws and in order to enable the Underwriters to responsibly execute the certificate in the Prospectus Supplement required to be executed by them. Unless so advised otherwise, the Underwriters will be entitled to rely on the advice or absence of advice, as the case may be, of the Corporation in the course of their due diligence investigationssuch jurisdiction.
(g) In carrying out their responsibilities under this Agreement, the Underwriters will necessarily rely on information prepared or supplied by the Corporation. The Underwriters will apply reasonable standards of diligence to their due diligence inquiries. However, the Underwriters will be entitled to reasonably rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will the Underwriters be liable to the Corporation or any securityholder for any damages arising out of the inaccuracy or incompleteness of such information. The Corporation maintains sole responsibility for the accuracy and completeness of the Offering Documents, all Documents Incorporated by Reference, and any other disclosure document to be prepared in connection with the Offering, except any portions thereof that are provided by the Underwriters.
Appears in 1 contract
Sources: Agency Agreement
The Offering. The Company also agrees that the Placement Agent shall not have any liability (awhether direct or indirect, in contract or tort or otherwise) Each Purchaser resident in a Qualifying Jurisdiction will purchase the Offered Securities pursuant to the Prospectus Supplement. Each other Purchaser participating in the Offering not resident in a Qualifying Jurisdiction, Company for or located outside of a Qualifying Jurisdiction, shall purchase Offered Securities, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Corporation and the Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable laws and the terms of this Agreement (including Schedule “A” to this Agreement with respect to offers and sales of Offered Securities in the United States). The Corporation hereby agrees to secure compliance with all Securities Laws of the Qualifying Jurisdictions on a timely basis in connection with the distribution engagement of the Offered Securities and the Corporation shall execute and file with the Canadian Securities Regulators all formsPlacement Agent, notices and certificates relating to the Offering required to be filed pursuant to applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by applicable Securities Laws in the Qualifying Jurisdictions. The Corporation also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Corporation’s expense all private placement forms required to be filed by the Corporation in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Securities outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Laws outside of Canada The Underwriters agree to assist the Corporation in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering.
(b) The Corporation understands that although this Agreement is presented on behalf of the Underwriters as purchaser, the Underwriters may arrange for Substituted Purchasers for the Offered Securities. It is further understood that the Underwriters agree to purchase or cause to be purchased the Units, and if the Over-Allotment Option is exercised, the Additional Securities, as applicable, being issued by the Corporation and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser will purchase Offered Securities at the respective Issue Price set forth in the paragraphs above, and to the extent that Substituted Purchasers purchase Offered Securities, the obligations of the Underwriters to do so will be reduced by the number of Offered Securities purchased by the Substituted Purchasers from the Corporation (but will not relieve the Underwriters from paying to the Corporation the Issue Price per Offered Security purchased by such Substituted Purchasers). Any reference in this Agreement hereafter to “Purchasers” will be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any. Notwithstanding the foregoing all Offered Securities sold pursuant to Rule 144A will first be purchased by the Underwriters, acting as principal, and resold in transactions in accordance with Rule 144A.
(c) The Corporation agrees that the Underwriters will have the right to invite one or more registered dealers or brokers (each, a “Selling Firm”) as agents to assist with the sale of the Offered Securities. The Underwriters have the exclusive right to control all compensation arrangements between the members of the selling group, such compensation to be payable by the Underwriters. The Underwriters will, and will cause any Selling Firm to agree to, comply with applicable Securities Laws in connection with the distribution of the Units and will offer the Units for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectus Supplement and this Agreement. The Underwriters will: (i) use all commercially reasonable efforts except as provided below with respect to complete and cause each Selling Firm the Placement Agent's obligations to complete indemnify to the distribution of the Offered Securities as soon as reasonably practicable but in any event no later than 7 days after the Corporation’s filing of the Prospectus SupplementCompany; and (ii) as soon as practicable after where such loss has been judicially determined to be solely due to the completion Placement Agent's gross negligence or willful misconduct. These indemnification provisions shall be in addition to any liability which the Company may otherwise have to the Placement Agent or the persons indemnified below in this sentence and shall extend to the following: the Placement Agent, its affiliated entities, partners, employees, legal counsel, agents and controlling persons (within the meaning of the distribution federal securities laws), and the officers, directors, employees, legal counsel, agents and controlling persons of any of them. All references to the Placement Agent in these indemnification provisions shall be understood to include any and all of the Offered Securitiesforegoing. If any action, suit, proceeding or investigation is commenced, as to which the Placement Agent proposes to demand indemnification, it shall notify the Company with reasonable promptness (provided, however, that any failure by the Placement Agent to notify the Company shall not relieve the Company from its obligations hereunder), and the Company shall have the right to assume the defense of such action. The Placement Agent shall have the right to retain counsel of its own choice to represent it, but the fees and expenses of such counsel shall be at its expense unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action or the Company shall not have promptly employed counsel reasonably satisfactory to the Placement Agent to have charge of the defense of such action or the Placement Agent shall have reasonably concluded that there may be one or more legal defenses available to it which are different from or additional to those available to the Company, in any event within 30 days after of which events such fees and expenses shall be borne by the Closing Date, notify the Corporation thereof, on their behalf and on behalf Company. Any such counsel of the Selling FirmsPlacement Agent shall, to the extent consistent with its professional responsibilities, cooperate with the Company and provide any counsel designated by the Corporation Company. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with a breakdown of the number of Offered Securities distributed any one action or separate but similar or related actions in the Qualifying Jurisdictions and any other jurisdictions subject to Section 3(c)(ii).
(d) The Corporation will forthwith: (i) file, concurrently with the execution of this Agreement, the Prospectus Supplement and other documents with the Canadian Securities Regulators as required under applicable Securities Laws; and (ii) elect to use the Passport System and designate the OSC as the principal regulator thereunder.
(e) Until the earlier of the date on which: (i) the distribution of the Offered Securities is completed; or (ii) the Underwriters have exercised their termination rights pursuant to Sections 13 and 14, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under the Securities Laws to continue to qualify the distribution of the Offered Securities or, in the event that the Offered Securities have, for any reason, ceased so to qualify, to so qualify again the Offered Securities, as applicable, for distribution in the Qualifying Jurisdictions. The Underwriters will, upon the Corporation filing the Prospectus Supplement, and upon receiving sufficient copies of the Prospectus Supplement from the Corporation in accordance with subsection 5(d)(i), deliver one copy of the Prospectus Supplement (together with any amendments thereto) to all persons resident in the Qualifying Jurisdictions who are to acquire the Offered Securities.
(f) Prior to the filing of the Prospectus Supplement and the Closing, the Corporation will have permitted the Underwriters to review the Prospectus Supplement and will allow the Underwriters to conduct any due diligence investigations which they reasonably require in order to fulfill their obligations as Underwriters under applicable Securities Laws and in order to enable the Underwriters to responsibly execute the certificate in the Prospectus Supplement required to be executed by them. Unless so advised otherwise, the Underwriters will be entitled to rely on the advice or absence of advice, as the case may be, of the Corporation in the course of their due diligence investigations.
(g) In carrying out their responsibilities under this Agreement, the Underwriters will necessarily rely on information prepared or supplied by the Corporation. The Underwriters will apply reasonable standards of diligence to their due diligence inquiries. However, the Underwriters will be entitled to reasonably rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will the Underwriters be liable to the Corporation or any securityholder for any damages same jurisdiction arising out of the inaccuracy same general allegations or incompleteness circumstances. The Company shall not, without the prior written consent of the Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as a unconditional term thereof, the giving by the claimant to the Placement Agent of an unconditional release from all liability in respect of such informationclaim. The Corporation maintains sole responsibility Anything in this Section 13 to the contrary notwithstanding, an indemnifying party shall not be liable for the accuracy and completeness any settlement of the Offering Documentsany claim or action effected without its written consent; provided however, all Documents Incorporated by Reference, and any other disclosure document to be prepared in connection with the Offering, except any portions thereof that are provided by the Underwriterssuch consent was not unreasonably withheld.
Appears in 1 contract
The Offering. (a) Each Purchaser resident The sale of the Shares to the Purchasers shall be effected in a Qualifying Jurisdiction will purchase manner that is in compliance with applicable Securities Laws and upon the Offered Securities pursuant to terms set out in the Prospectus Supplementand in this Agreement. Each other Purchaser participating The Agents will use their best efforts to arrange for Purchasers for the Shares in the Offering not resident Qualifying Provinces and in a Qualifying Jurisdiction, or located those jurisdictions outside of a Qualifying Jurisdiction, shall purchase Offered Securities, only on a private placement basis under Canada as may be agreed upon by the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Corporation Company and the Underwriters may mutually agreeAgents, acting reasonably, in order to fully comply with applicable laws and the terms of this Agreement (including Schedule “A” to this Agreement with respect to offers and sales of Offered Securities in the United States). The Corporation hereby agrees to secure compliance with all Securities Laws of the Qualifying Jurisdictions on a timely basis in connection with the distribution of the Offered Securities and the Corporation shall execute and file with the Canadian Securities Regulators all forms, notices and certificates relating to the Offering required to be filed pursuant to applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by applicable Securities Laws in the Qualifying Jurisdictions. The Corporation also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Corporation’s expense all private placement forms required to be filed by the Corporation in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Securities outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Laws outside of Canada The Underwriters agree to assist the Corporation in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering; however, it is understood and agreed that the Agents shall have no obligation to purchase the Shares.
(b) The Corporation understands that although this Agreement is presented on behalf of the Underwriters as purchaser, the Underwriters may arrange for Substituted Purchasers for the Offered Securities. It is further understood that the Underwriters agree to purchase or cause to be purchased the Units, and if the Over-Allotment Option is exercised, the Additional Securities, as applicable, being issued by the Corporation and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser will purchase Offered Securities at the respective Issue Price set forth in the paragraphs above, and to the extent that Substituted Purchasers purchase Offered Securities, the obligations of the Underwriters to do so will be reduced by the number of Offered Securities purchased by the Substituted Purchasers from the Corporation (but will not relieve the Underwriters from paying to the Corporation the Issue Price per Offered Security purchased by such Substituted Purchasers). Any reference in this Agreement hereafter to “Purchasers” will be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any. Notwithstanding the foregoing all Offered Securities sold pursuant to Rule 144A will first be purchased by the Underwriters, acting as principal, and resold in transactions in accordance with Rule 144A.
(c) The Corporation Company agrees that the Underwriters will Agents shall have the right to invite one or more registered investment dealers or brokers (each, a “Selling Firm”) as agents to assist with form a selling group to participate in the sale soliciting of offers to purchase the Offered SecuritiesShares. The Underwriters Agents have the exclusive right to control all compensation arrangements between the members of the selling group, group (comprised of such compensation Selling Firms) and the Agents. The Company grants all of the rights and benefits of this Agreement to be payable any Selling Firm so appointed by the UnderwritersAgents and appoints the Agents as trustees of such rights and benefits for such Selling Firms, and the Agents hereby accept such trust and agree to hold such rights and benefits for and on behalf of such Selling Firms. The Underwriters willAgents shall ensure that any Selling Firm appointed pursuant to the provisions of this subsection 3(b) or with whom the Agents have a contractual relationship with respect to the Offering, if any, agrees with the Agents to comply with the covenants and obligations given by the Agents herein.
(c) The Company represents and warrants to, and covenants and agrees with, the Agents that the Company has prepared and filed the Preliminary Prospectus and has obtained pursuant to the Passport System, a Passport Decision Document in respect of the proposed distribution of the Shares. The Company has prepared and will promptly, after the execution and delivery of this Agreement, file the Final Prospectus in each of the Qualifying Provinces with the Canadian Securities Regulators under applicable Securities Laws, and will cause any Selling Firm use its best efforts to agree to, comply with applicable Securities Laws obtain a Passport Decision Document for the Final Prospectus in connection with order to qualify the Shares for distribution in each of the Units and will offer the Units for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectus Supplement and this Agreement. The Underwriters will: (i) use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Securities Qualifying Provinces, as soon as reasonably practicable but in any event no later than 7 days after the Corporation’s filing of the Prospectus Supplement; and (ii) as soon as practicable after the completion of the distribution of the Offered Securitiespossible, and in any event within 30 days after the Closing Datenot later than 2:00 p.m. (Vancouver time)/5:00 p.m. (Toronto time) on November 16, notify the Corporation thereof, on their behalf and on behalf of the Selling Firms, and provide the Corporation with a breakdown of the number of Offered Securities distributed in the Qualifying Jurisdictions and any 2012 (or such other jurisdictions subject to Section 3(c)(ii).
(d) The Corporation will forthwith: (i) file, concurrently with the execution of this Agreement, the Prospectus Supplement and other documents with the Canadian Securities Regulators as required under applicable Securities Laws; and (ii) elect to use the Passport System and designate the OSC time and/or later date as the principal regulator thereunder.
(eCompany and the Lead Agent may agree) Until and until the earlier of the date day on which: (i) which the distribution of the Offered Securities Shares is completed; or (ii) the Underwriters have exercised their termination rights pursuant to Sections 13 and 14, the Corporation Company will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under the applicable Securities Laws to continue to qualify the distribution of the Offered Securities or, in the event that the Offered Securities have, for any reason, ceased so to qualify, to so qualify again the Offered Securities, as applicable, for distribution Shares in the Qualifying Jurisdictions. Provinces.
(d) The Underwriters willAgents shall, upon the Corporation filing Company obtaining a Passport Decision Document for the Final Prospectus Supplement, and upon receiving sufficient copies of the Prospectus Supplement from the Corporation in accordance with subsection 5(d)(i)Principal Regulator, deliver one copy of the Final Prospectus Supplement (together with any amendments thereto) to all persons resident in the Qualifying Jurisdictions Provinces who are to acquire the Offered SecuritiesShares.
(fe) Prior to the filing of the Preliminary Prospectus, the Final Prospectus Supplement and the Closing, the Corporation will Company shall have permitted the Underwriters Agents to review each of the Preliminary Prospectus Supplement and will the Final Prospectus and shall allow the Underwriters Agents to conduct any due diligence investigations which they reasonably require in order to fulfill their obligations as Underwriters agents under applicable Securities Laws and in order to enable the Underwriters Agents to responsibly execute the certificate in the Preliminary Prospectus Supplement and the Final Prospectus required to be executed by them. Unless so advised otherwise, the Underwriters will be entitled to rely on the advice or absence of advice, as the case may be, of the Corporation in the course of their due diligence investigations.
(g) In carrying out their responsibilities under this Agreement, the Underwriters will necessarily rely on information prepared or supplied by the Corporation. The Underwriters will apply reasonable standards of diligence to their due diligence inquiries. However, the Underwriters will be entitled to reasonably rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will the Underwriters be liable to the Corporation or any securityholder for any damages arising out of the inaccuracy or incompleteness of such information. The Corporation maintains sole responsibility for the accuracy and completeness of the Offering Documents, all Documents Incorporated by Reference, and any other disclosure document to be prepared in connection with the Offering, except any portions thereof that are provided by the Underwriters.
Appears in 1 contract
The Offering. (a) Each Purchaser resident in a Qualifying Jurisdiction will purchase the Offered Securities pursuant to the Prospectus Supplement. Each other Purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Securities, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Corporation and the Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable laws and the terms of this Agreement (including Schedule “A” to this Agreement with respect to offers and sales of Offered Securities in the United States). The Corporation hereby agrees to secure compliance with all Securities Applicable Laws of the Qualifying Jurisdictions on a timely basis in connection with the distribution or sale, as applicable, of the Offered Securities and the Shares. The Corporation shall will execute and file with the Canadian Securities Regulators all forms, notices and certificates relating to the Offering required to be filed pursuant to applicable Securities the Applicable Laws in the Qualifying Selling Jurisdictions within in the time required, and in the form prescribed, required by applicable Securities Applicable Laws in the Qualifying Selling Jurisdictions. The Corporation also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Corporation’s expense all private placement forms required to be filed by the Corporation in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Securities outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Laws outside of Canada The Underwriters agree to assist the Corporation in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering.
(b) The Corporation understands that although this Agreement is presented on behalf of hereby appoints the Underwriters Agents to act as purchaser, the Underwriters may arrange for Substituted Purchasers for the Offered Securities. It is further understood that the Underwriters agree agent and financial advisor to purchase or cause to be purchased the Units, and if the Over-Allotment Option is exercised, the Additional Securities, as applicable, being issued by the Corporation and that this commitment is not subject grants the Agents the right to form and manage a syndicate of investment dealers, including a U.S. Placement Agent, to offer and sell the Offered Shares on a "commercially reasonable efforts" private placement basis, without underwriter liability, and the Agents hereby accept such appointment. Notwithstanding anything to the Underwriters being able contrary contained herein or any oral representations or assurances previously or subsequently made by the parties hereto, this Agreement does not constitute a commitment by, or legally binding obligation of, the Agents or any of their affiliates to arrange Substituted Purchasers. Each Substituted Purchaser will purchase Offered Securities at the respective Issue Price set forth act as underwriters, initial purchasers, arrangers, and/or placement agents in connection with any offering or sale of securities in the paragraphs above, and to the extent that Substituted Purchasers purchase Offered Securities, the obligations capital of the Underwriters to do so will be reduced Corporation by the number of Corporation, including the Offered Securities purchased by Shares, or to provide or arrange any financing, other than the Substituted Purchasers from appointment as agent in connection with the Corporation (but will not relieve the Underwriters from paying to the Corporation the Issue Price per Offered Security purchased by such Substituted Purchasers). Any reference in this Agreement hereafter to “Purchasers” will be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any. Notwithstanding the foregoing all Offered Securities sold pursuant to Rule 144A will first be purchased by the Underwriters, acting as principal, and resold in transactions Offering in accordance with Rule 144A.the prior sentence and otherwise on the terms set forth herein.
(c) The Corporation agrees understands that the Underwriters Agents will have the right to invite one or more registered dealers or brokers (each, and will use commercially reasonable efforts to arrange for the Offered Shares to be purchased by the Purchasers in the Selling Jurisdictions on a “Selling Firm”) as agents to assist private placement basis in compliance with the Applicable Laws such that the offer and sale of the Offered Securities. The Underwriters have Shares does not obligate the exclusive right Corporation to control all compensation arrangements between the members of the selling groupfile a prospectus, such compensation registration statement or similar document.
(d) In order to be payable by the Underwriters. The Underwriters will, and will cause any Selling Firm to agree to, comply with applicable Securities Laws U.S. securities laws, any press release announcing or otherwise concerning the Offering will include an appropriate notation on each page substantially as follows: "Not for distribution to United States Newswire Services or for dissemination in connection with the distribution United States". In addition, any such press release will contain substantially the following disclaimer: "This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Units securities in the United States. The securities have not been and will offer not be registered under the Units for sale to United States Securities Act of 1933, as amended (the public directly "U.S. Securities Act") or any state securities laws and through Selling Firms upon the terms and conditions set out may not be offered or sold in the Prospectus Supplement United States or to, or for the account or benefit of, U.S. persons unless registered under the U.S. Securities Act and this Agreementapplicable state securities laws or an exemption from such registration is available. The Underwriters “U.S. persons” and “United States” are as defined in Regulation S under the U.S. Securities Act.”
(e) Neither the Corporation nor the Agents and each of their respective representatives (including any Selling Firms, if applicable) will: (i) use all commercially reasonable efforts provide to complete and cause each Selling Firm to complete the distribution of the Offered Securities as soon as reasonably practicable but in any event no later than 7 days after the Corporation’s filing of the Prospectus Supplement; and (ii) as soon as practicable after the completion of the distribution of the Offered Securities, and in any event within 30 days after the Closing Date, notify the Corporation thereof, on their behalf and on behalf of the Selling Firms, and provide the Corporation with a breakdown of the number prospective purchasers of Offered Securities distributed in Shares any document or other material that would constitute an offering memorandum within the Qualifying Jurisdictions and any other jurisdictions subject to Section 3(c)(ii).
(d) The Corporation will forthwith: (i) file, concurrently with the execution meaning of this Agreement, the Prospectus Supplement and other documents with the Canadian Securities Regulators as required under applicable Securities Applicable Laws; and (ii) elect to use the Passport System and designate the OSC as the principal regulator thereunder.
(e) Until the earlier of the date on which: (i) the distribution of the Offered Securities is completed; or (ii) the Underwriters have exercised their termination rights pursuant to Sections 13 and 14, the Corporation will promptly take, engage in any form of general solicitation or cause to be taken, all additional steps and proceedings that may from time to time be required under the Securities Laws to continue to qualify the distribution of the Offered Securities or, in the event that the Offered Securities have, for any reason, ceased so to qualify, to so qualify again the Offered Securities, as applicable, for distribution in the Qualifying Jurisdictions. The Underwriters will, upon the Corporation filing the Prospectus Supplement, and upon receiving sufficient copies of the Prospectus Supplement from the Corporation in accordance with subsection 5(d)(i), deliver one copy of the Prospectus Supplement (together with any amendments thereto) to all persons resident in the Qualifying Jurisdictions who are to acquire the Offered Securities.
(f) Prior to the filing of the Prospectus Supplement and the Closing, the Corporation will have permitted the Underwriters to review the Prospectus Supplement and will allow the Underwriters to conduct any due diligence investigations which they reasonably require in order to fulfill their obligations as Underwriters under applicable Securities Laws and in order to enable the Underwriters to responsibly execute the certificate in the Prospectus Supplement required to be executed by them. Unless so advised otherwise, the Underwriters will be entitled to rely on the advice or absence of advice, as the case may be, of the Corporation in the course of their due diligence investigations.
(g) In carrying out their responsibilities under this Agreement, the Underwriters will necessarily rely on information prepared or supplied by the Corporation. The Underwriters will apply reasonable standards of diligence to their due diligence inquiries. However, the Underwriters will be entitled to reasonably rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will the Underwriters be liable to the Corporation or any securityholder for any damages arising out of the inaccuracy or incompleteness of such information. The Corporation maintains sole responsibility for the accuracy and completeness of the Offering Documents, all Documents Incorporated by Reference, and any other disclosure document to be prepared general advertising in connection with the Offeringoffer and sale of the Offered Shares, except including any portions thereof that are provided advertisement, article, notice or other communication published in any newspaper, magazine, printed public media, printed media or similar media, or broadcast over radio, television or telecommunications, including electronic display, or any seminar or meeting relating to the offer and sale of the Offered Shares whose attendees have been invited by the Underwritersgeneral solicitation or advertising.
Appears in 1 contract
Sources: Agency Agreement (Cybin Inc.)
The Offering. (a) Each Purchaser resident in a Qualifying Jurisdiction will The Company understands that, although the offer to purchase the Offered Securities pursuant to the Prospectus Supplement. Each other Purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Securities, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser Shares is resident or located, in accordance with such procedures as the Corporation and the Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable laws and the terms of this Agreement (including Schedule “A” to this Agreement with respect to offers and sales of Offered Securities in the United States). The Corporation hereby agrees to secure compliance with all Securities Laws of the Qualifying Jurisdictions on a timely basis in connection with the distribution of the Offered Securities and the Corporation shall execute and file with the Canadian Securities Regulators all forms, notices and certificates relating to the Offering required to be filed pursuant to applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, being made by applicable Securities Laws in the Qualifying Jurisdictions. The Corporation also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Corporation’s expense all private placement forms required to be filed by the Corporation in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Securities outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Laws outside of Canada The Underwriters agree to assist the Corporation in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering.
(b) The Corporation understands that although this Agreement is presented on behalf of the Underwriters as purchaser, the Underwriters may will endeavor to arrange for Substituted Purchasers for the Offered SecuritiesShares in one or more of the Canadian Jurisdictions, subject to acceptance by the Company, acting reasonably, of the Subscription Agreements, with the effect that such Substituted Purchasers will be the initial purchasers of the applicable Shares. It is further understood that The Underwriters shall offer for sale and sell the Shares in accordance with the terms of this Agreement, on a private placement basis pursuant to exemptions from the prospectus requirements of Canadian Securities Laws and Regulation S under the Act.
(b) The Underwriters acknowledge that, subject to the conditions contained in Section 9 hereof being satisfied and subject to the rights of the Underwriters agree contained in this Agreement, the Underwriters shall become obligated to purchase or cause to be purchased all of the Units, and if the Over-Allotment Option is exercised, the Additional Securities, as applicable, being issued by the Corporation and that this commitment is not subject to the Underwriters being able to arrange Substituted PurchasersShares. Each Substituted Purchaser will purchase Offered Securities at the respective Issue Price set forth in the paragraphs above, and to To the extent that Substituted Purchasers purchase Offered SecuritiesShares at the Closing, the obligations of Underwriters shall not be obligated to purchase the Underwriters to do Shares so will be reduced by the number of Offered Securities purchased by the Substituted Purchasers from the Corporation (but will not relieve the Underwriters from paying to the Corporation the Issue Price per Offered Security purchased by such Substituted Purchasers). Any reference in this Agreement hereafter to “Purchasers” will be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any. Notwithstanding the foregoing all Offered Securities sold pursuant to Rule 144A will first be purchased by the Underwriters, acting as principal, and resold in transactions in accordance with Rule 144A..
(c) The Corporation agrees that Neither the Company nor the Underwriters will have shall (i) provide to prospective purchasers of the right to invite one Shares any document or more registered dealers other material that would constitute an offering memorandum or brokers future oriented financial information within the meaning of Canadian Securities Laws, or (eachii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Shares, a “Selling Firm”) as agents to assist with including but not limited to, causing the sale of the Offered Securities. The Underwriters have Shares to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the exclusive right to control all compensation arrangements between the members offer and sale of the selling group, such compensation to be payable Shares whose attendees have been invited by the Underwriters. The Underwriters will, and will cause any Selling Firm to agree to, comply with applicable Securities Laws in connection with the distribution of the Units and will offer the Units for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectus Supplement and this Agreement. The Underwriters will: (i) use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Securities as soon as reasonably practicable but in any event no later than 7 days after the Corporation’s filing of the Prospectus Supplement; and (ii) as soon as practicable after the completion of the distribution of the Offered Securities, and in any event within 30 days after the Closing Date, notify the Corporation thereof, on their behalf and on behalf of the Selling Firms, and provide the Corporation with a breakdown of the number of Offered Securities distributed in the Qualifying Jurisdictions and any other jurisdictions subject to Section 3(c)(ii)general solicitation or advertising.
(d) The Corporation will forthwith: (i) fileShares shall have attached to them, concurrently with whether through the execution electronic deposit system of this AgreementCDS, the Prospectus Supplement and an ownership statement issued under a direct registration system or other documents with the Canadian Securities Regulators as required under applicable Securities Laws; and (ii) elect to use the Passport System and designate the OSC as the principal regulator thereunder.
(e) Until the earlier of the date on which: (i) the distribution of the Offered Securities is completed; or (ii) the Underwriters have exercised their termination rights pursuant to Sections 13 and 14, the Corporation will promptly takeelectronic book-entry system, or cause to be taken, all additional steps and proceedings on certificates that may from time to time be required under the Securities Laws to continue to qualify the distribution of the Offered Securities or, in the event that the Offered Securities have, for any reason, ceased so to qualify, to so qualify again the Offered Securitiesissued, as applicable, for distribution any legends as may be prescribed by CDS in addition to the legends set out in the Qualifying Jurisdictions. The Underwriters will, upon the Corporation filing the Prospectus Supplement, and upon receiving sufficient copies of the Prospectus Supplement from the Corporation in accordance with subsection 5(d)(i), deliver one copy of the Prospectus Supplement (together with any amendments thereto) to all persons resident in the Qualifying Jurisdictions who are to acquire the Offered SecuritiesSubscription Agreements.
(f) Prior to the filing of the Prospectus Supplement and the Closing, the Corporation will have permitted the Underwriters to review the Prospectus Supplement and will allow the Underwriters to conduct any due diligence investigations which they reasonably require in order to fulfill their obligations as Underwriters under applicable Securities Laws and in order to enable the Underwriters to responsibly execute the certificate in the Prospectus Supplement required to be executed by them. Unless so advised otherwise, the Underwriters will be entitled to rely on the advice or absence of advice, as the case may be, of the Corporation in the course of their due diligence investigations.
(g) In carrying out their responsibilities under this Agreement, the Underwriters will necessarily rely on information prepared or supplied by the Corporation. The Underwriters will apply reasonable standards of diligence to their due diligence inquiries. However, the Underwriters will be entitled to reasonably rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will the Underwriters be liable to the Corporation or any securityholder for any damages arising out of the inaccuracy or incompleteness of such information. The Corporation maintains sole responsibility for the accuracy and completeness of the Offering Documents, all Documents Incorporated by Reference, and any other disclosure document to be prepared in connection with the Offering, except any portions thereof that are provided by the Underwriters.
Appears in 1 contract
The Offering. (a) Each Purchaser purchaser who is resident in a Qualifying Jurisdiction will shall purchase the Offered Securities Units pursuant to the Prospectus SupplementFinal Prospectus. Each other Purchaser participating in the Offering purchaser not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered SecuritiesUnits, which have been qualified by the Final Prospectus in Canada, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Corporation Company and the Underwriters Agents may mutually agree, acting reasonably, in order to fully comply with applicable laws Applicable Laws and the terms of this Agreement Agreement.
(including Schedule “A” to this Agreement with respect to offers and sales of Offered Securities in the United States). b) The Corporation Company hereby agrees to secure compliance comply with all Applicable Securities Laws of in the Qualifying Jurisdictions on a timely basis in connection with the distribution of the Offered Securities Units and the Corporation Company shall execute and file with the Canadian Securities Regulators Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to applicable Applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by applicable Applicable Securities Laws in the Qualifying Jurisdictions. The Corporation also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Corporation’s expense all private placement forms required to be filed by the Corporation in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Securities outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Laws outside of Canada The Underwriters agree to assist the Corporation in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering.
(b) The Corporation understands that although this Agreement is presented on behalf of the Underwriters as purchaser, the Underwriters may arrange for Substituted Purchasers for the Offered Securities. It is further understood that the Underwriters agree to purchase or cause to be purchased the Units, and if the Over-Allotment Option is exercised, the Additional Securities, as applicable, being issued by the Corporation and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser will purchase Offered Securities at the respective Issue Price set forth in the paragraphs above, and to the extent that Substituted Purchasers purchase Offered Securities, the obligations of the Underwriters to do so will be reduced by the number of Offered Securities purchased by the Substituted Purchasers from the Corporation (but will not relieve the Underwriters from paying to the Corporation the Issue Price per Offered Security purchased by such Substituted Purchasers). Any reference in this Agreement hereafter to “Purchasers” will be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any. Notwithstanding the foregoing all Offered Securities sold pursuant to Rule 144A will first be purchased by the Underwriters, acting as principal, and resold in transactions in accordance with Rule 144A.
(c) The Corporation agrees that Agents shall use their “best efforts” to arrange for the Underwriters will have the right to invite one or more registered dealers or brokers (each, a “Selling Firm”) as agents to assist with the sale purchase of the Offered Securities. The Underwriters have the exclusive right to control all compensation arrangements between the members of the selling group, such compensation to be payable by the Underwriters. The Underwriters will, and will cause any Selling Firm to agree to, comply with applicable Securities Laws in connection with the distribution of the Units and will offer the Units for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectus Supplement and this Agreement. The Underwriters will: sale:
(i) use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Securities as soon as reasonably practicable but in any event no later than 7 days after the Corporation’s filing of the Prospectus Supplement; and (ii) as soon as practicable after the completion of the distribution of the Offered Securities, and in any event within 30 days after the Closing Date, notify the Corporation thereof, on their behalf and on behalf of the Selling Firms, and provide the Corporation with a breakdown of the number of Offered Securities distributed in the Qualifying Jurisdictions and any other jurisdictions and, subject to Section 3(c)(iithe consent of the Company (acting reasonably).; and
(d) The Corporation will forthwith: (i) file, concurrently with the execution of this Agreement, the Prospectus Supplement and other documents with the Canadian Securities Regulators as required under applicable Securities Laws; and (ii) elect to use the Passport System and designate the OSC as the principal regulator thereunder.
(e) Until the earlier in such other jurisdictions outside of the date on which: (i) Qualifying Jurisdictions and the distribution of the Offered Securities is completed; or (ii) the Underwriters have exercised their termination rights pursuant to Sections 13 United States where permitted by and 14, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under the in accordance with Applicable Securities Laws to continue to qualify and the distribution applicable securities laws of the Offered Securities orsuch other jurisdictions, and provided that in the event that the Offered Securities have, for any reason, ceased so to qualify, to so qualify again the Offered Securities, as applicable, for distribution in case of jurisdictions other than the Qualifying Jurisdictions. The Underwriters will, upon the Corporation filing the Prospectus Supplement, and upon receiving sufficient copies of the Prospectus Supplement from the Corporation Company shall not be required to become registered or file a prospectus or registration statement or similar document in accordance with subsection 5(d)(i), deliver one copy of the Prospectus Supplement (together with any amendments thereto) to all persons resident in the Qualifying Jurisdictions who are to acquire the Offered Securities.
(f) Prior to the filing of the Prospectus Supplement such jurisdictions and the Closing, the Corporation Company will have permitted the Underwriters not be subject to review the Prospectus Supplement and will allow the Underwriters to conduct any due diligence investigations which they reasonably require continuous disclosure requirements in order to fulfill their obligations as Underwriters under applicable Securities Laws and in order to enable the Underwriters to responsibly execute the certificate in the Prospectus Supplement required to be executed by them. Unless so advised otherwise, the Underwriters will be entitled to rely on the advice or absence of advice, as the case may be, of the Corporation in the course of their due diligence investigationssuch jurisdiction.
(g) In carrying out their responsibilities under this Agreement, the Underwriters will necessarily rely on information prepared or supplied by the Corporation. The Underwriters will apply reasonable standards of diligence to their due diligence inquiries. However, the Underwriters will be entitled to reasonably rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will the Underwriters be liable to the Corporation or any securityholder for any damages arising out of the inaccuracy or incompleteness of such information. The Corporation maintains sole responsibility for the accuracy and completeness of the Offering Documents, all Documents Incorporated by Reference, and any other disclosure document to be prepared in connection with the Offering, except any portions thereof that are provided by the Underwriters.
Appears in 1 contract
Sources: Agency Agreement
The Offering. (a) The sale of the Offered Securities to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement. The Agents will use their best efforts to arrange for Purchasers for the Units in the Qualifying Jurisdictions and in those Selling Jurisdictions outside Canada as may be agreed upon by the Agents and the Corporation, acting reasonably, in connection with the Offering; provided, however, it is understood that the Agents are under no obligation to purchase any of the Units.
(b) Each Purchaser resident in a Qualifying Jurisdiction will shall purchase the Offered Securities pursuant to the Prospectus SupplementFinal Prospectus. Each other Purchaser participating in the Offering not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase the Offered Securities, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, Securities in accordance with such procedures as the Corporation and the Underwriters Agents may mutually agree, acting reasonably, in order to fully comply with applicable laws Securities Laws and the terms of this Agreement (including Schedule “A” to this Agreement with respect to offers and sales of Offered Securities in the United States). The Corporation hereby agrees to secure compliance comply with all Securities Laws Laws, including as to the filing of the Qualifying Jurisdictions any notices or forms, on a timely basis in connection with the distribution of the Offered Securities and the Corporation shall execute and file with the Canadian Securities Regulators all forms, notices and certificates relating to the Offering required to be filed pursuant to applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by applicable Securities Laws in the Qualifying Jurisdictions. The Corporation also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Corporation’s expense all private placement forms required to be filed by the Corporation in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Securities in the Selling Jurisdictions outside of Canada and the United States may lawfully occur without the necessity so as not to require registration or filing of filing a prospectus with respect thereto or compliance by the Corporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Corporation (or any similar document of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority under the Applicable applicable Securities Laws in, such Selling Jurisdictions outside of Canada The Underwriters agree to assist and the Corporation in all reasonable respects to secure compliance with all regulatory requirements in connection with the OfferingUnited States.
(b) The Corporation understands that although this Agreement is presented on behalf of the Underwriters as purchaser, the Underwriters may arrange for Substituted Purchasers for the Offered Securities. It is further understood that the Underwriters agree to purchase or cause to be purchased the Units, and if the Over-Allotment Option is exercised, the Additional Securities, as applicable, being issued by the Corporation and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser will purchase Offered Securities at the respective Issue Price set forth in the paragraphs above, and to the extent that Substituted Purchasers purchase Offered Securities, the obligations of the Underwriters to do so will be reduced by the number of Offered Securities purchased by the Substituted Purchasers from the Corporation (but will not relieve the Underwriters from paying to the Corporation the Issue Price per Offered Security purchased by such Substituted Purchasers). Any reference in this Agreement hereafter to “Purchasers” will be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any. Notwithstanding the foregoing all Offered Securities sold pursuant to Rule 144A will first be purchased by the Underwriters, acting as principal, and resold in transactions in accordance with Rule 144A.
(c) The Corporation agrees that the Underwriters will Agents shall have the right to invite one or more registered dealers or brokers (each, Selling Firms to form a “Selling Firm”) as agents selling group to assist with participate in the sale soliciting of offers to purchase the Offered Securities. The Underwriters Agents shall have the exclusive right to control all compensation arrangements between the members of the selling group, group (comprised of such compensation to be payable by Selling Firms) and the UnderwritersAgents. The Underwriters will, Corporation grants all of the rights and will cause benefits of this Agreement to any Selling Firm so appointed by the Agents and appoints the Lead Agent as trustee of such rights and benefits for such Selling Firms, and the Leaf Agent hereby accepts such trust and agrees to agree to, comply with applicable Securities Laws in connection with the distribution hold such rights and benefits for and on behalf of the Units and will offer the Units for sale to the public directly and through such Selling Firms upon the terms and conditions set out in the Prospectus Supplement and this AgreementFirms. The Underwriters will: (i) Lead Agent shall use all its commercially reasonable efforts to complete and cause each ensure such Selling Firm to complete the distribution of the Offered Securities as soon as reasonably practicable but in any event no later than 7 days after the Corporation’s filing of the Prospectus Supplement; and (ii) as soon as practicable after the completion of the distribution of the Offered Securities, and in any event within 30 days after the Closing Date, notify the Corporation thereof, on their behalf and on behalf of the Selling Firms, and provide the Corporation with a breakdown of the number of Offered Securities distributed in the Qualifying Jurisdictions and any other jurisdictions subject to Section 3(c)(ii).
(d) The Corporation will forthwith: (i) file, concurrently agrees with the execution of this Agreement, the Prospectus Supplement and other documents Agents to comply with the Canadian Securities Regulators as required under applicable Securities Laws; covenants and (ii) elect to use the Passport System and designate the OSC as the principal regulator thereunder.
(e) Until the earlier of the date on which: (i) the distribution of the Offered Securities is completed; or (ii) the Underwriters have exercised their termination rights pursuant to Sections 13 and 14, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under the Securities Laws to continue to qualify the distribution of the Offered Securities or, in the event that the Offered Securities have, for any reason, ceased so to qualify, to so qualify again the Offered Securities, as applicable, for distribution in the Qualifying Jurisdictions. The Underwriters will, upon the Corporation filing the Prospectus Supplement, and upon receiving sufficient copies of the Prospectus Supplement from the Corporation in accordance with subsection 5(d)(i), deliver one copy of the Prospectus Supplement (together with any amendments thereto) to all persons resident in the Qualifying Jurisdictions who are to acquire the Offered Securities.
(f) Prior to the filing of the Prospectus Supplement and the Closing, the Corporation will have permitted the Underwriters to review the Prospectus Supplement and will allow the Underwriters to conduct any due diligence investigations which they reasonably require in order to fulfill their obligations as Underwriters under applicable Securities Laws and in order to enable the Underwriters to responsibly execute the certificate in the Prospectus Supplement required to be executed by them. Unless so advised otherwise, the Underwriters will be entitled to rely on the advice or absence of advice, as the case may be, of the Corporation in the course of their due diligence investigations.
(g) In carrying out their responsibilities under this Agreement, the Underwriters will necessarily rely on information prepared or supplied given by the Corporation. The Underwriters will apply reasonable standards of diligence to their due diligence inquiries. However, the Underwriters will be entitled to reasonably rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will the Underwriters be liable to the Corporation or any securityholder for any damages arising out of the inaccuracy or incompleteness of such information. The Corporation maintains sole responsibility for the accuracy and completeness of the Offering Documents, all Documents Incorporated by Reference, and any other disclosure document to be prepared in connection with the Offering, except any portions thereof that are provided by the UnderwritersAgents herein.
Appears in 1 contract
Sources: Agency Agreement