UNDERWRITERS’ CERTIFICATE Clause Samples
UNDERWRITERS’ CERTIFICATE. In connection with the private placement of Purchased Units or any Additional Units (the “Securities”) of Tribute Pharmaceuticals Canada Inc. (the “Company”) to, or for the account of benefit of, persons in the United States and U.S. Persons pursuant to the underwriting agreement dated as of June 25, 2014 among the Company and the Underwriters named therein (the “Underwriting Agreement”), the undersigned Underwriter, its United States broker- dealer affiliate (the “U.S. Affiliate”) and/or the applicable Selling Firm (the “Selling Firm”) do hereby certify that:
UNDERWRITERS’ CERTIFICATE. In connection with the private resale in the United States of Class A Exchangeable Subordinate Voting Shares (the “Exchangeable Shares”) of Brookfield Infrastructure Corporation (the “Company”), pursuant to an underwriting agreement (the “Underwriting Agreement”) dated July [_], 2020 between the Company, BIPC Holding LP (the “Selling Securityholder”), Brookfield Infrastructure Partners L.P. (“BIP”) and the underwriters named therein (the “Underwriters”), each of the undersigned severally and not jointly and only with respect to itself does hereby certify as follows:
UNDERWRITERS’ CERTIFICATE. In connection with the offer and sale in the United States of units (the “Offered Units”) of Red White & Bloom Brands Inc. (the “Company”) pursuant to an underwriting agreement (the “Underwriting Agreement”) dated August 25, 2020 between the Company and the Underwriters named in the Underwriting Agreement, the undersigned each hereby certify as follows:
UNDERWRITERS’ CERTIFICATE. In connection with the private placement in the United States of the Offered Shares of Forbes Energy Services Ltd. (the “Corporation”) pursuant to the underwriting agreement dated December 4, 2009 between the Corporation and the Underwriter named therein (the “Underwriting Agreement”), each of the undersigned does hereby certify in favour of the Corporation as follows:
UNDERWRITERS’ CERTIFICATE. In connection with the private placement in the United States of Securities (the "Securities") of TAG Oil Ltd. ("Corporation") pursuant to the Underwriting Agreement effective as of September 1, 2005 (the "Underwriting Agreement") between the Corporation and Canaccord Capital Corporation (the "Underwriter"), the undersigned do hereby certify as follows:
UNDERWRITERS’ CERTIFICATE. In connection with the private placement of trust units (the “Securities”) of StarPoint Energy Trust (the “Trust”) with one or more U.S. institutional investors (the “U.S. Purchasers”), the undersigned BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc., on behalf of the several underwriters (the “Underwriters”) referred to in the Underwriting Agreement, dated as of January 27, 2005, among the Trust, StarPoint Energy Ltd. and the Underwriters (the “Underwriting Agreement”), and its U.S. affiliate who has signed below in its capacity as placement agent in the United States for the Underwriters (the “U.S. Placement Agent”), do hereby certify that:
UNDERWRITERS’ CERTIFICATE. In connection with the offer and sale in the United States of units (the “Offered Units”) of Heritage Cannabis Holdings Corp. (the “Corporation”) pursuant to an underwriting agreement (the “Underwriting Agreement”) dated April 16, 2019 between the Corporation and the Underwriters named in the Underwriting Agreement, the undersigned each hereby certify as follows:
UNDERWRITERS’ CERTIFICATE. In connection with the private placement in the United States of common shares of Silver Elephant Mining Corp. (the “Offered Securities”) pursuant to the Underwriting Agreement made as of October 26, 2020 between Silver Elephant Mining Corp. and the Underwriters named therein (the “Underwriting Agreement”), each of the undersigned and [name of U.S. broker-dealer affiliate], its U.S. broker-dealer affiliate (the “U.S. Affiliate”) do hereby certify as follows:
UNDERWRITERS’ CERTIFICATE. In connection with the private placement of the Units (and Over-Allotment Units, if any) of Aurizon Mines Ltd. (the “Corporation”), with U.S. institutional accredited investors (each, a “U.S. Private Placee”) pursuant to U.S. subscription agreements dated as of August or September, 2003 (the “U.S. Subscription Agreements”), the undersigned National Bank Financial Inc., on behalf of itself and on behalf of ▇▇▇▇▇▇▇ Securities Inc., Sprott Securities Inc., Orion Securities Inc., Dundee Securities Corporation and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Inc. (collectively, the “Underwriters”) and the undersigned NBC International (USA) Inc., in its capacity as placement agent in the United States for the Underwriters (the “U.S. Placement Agent”), do hereby certify that:
(a) NBC International (USA) Inc. is a duly registered broker or dealer with the United States Securities and Exchange Commission and is a member of, and in good standing with, the National Association of Securities Dealers, Inc. on the date hereof;
(b) all offers and sales of the Units and the Over-Allotment Units in the United States were made to a maximum of 50 institutional “accredited investors” (as defined below) by the U.S. Placement Agent;
(c) all offers and sales of the Units and the Over-Allotment Units in the United States have been effected in accordance with all applicable U.S. broker-dealer requirements;
(d) no written material was used in connection with the offer or sale of the Units and the Over-Allotment Units in the United States;
(e) immediately prior to our transmitting the U.S. Subscription Agreement to each U.S. Private Placee, we had reasonable grounds to believe and did believe that each U.S. Private Placee was an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and, on the date hereof, we continue to believe that each U.S. Private Placee is an institutional “accredited investor”;
(f) no form of general solicitation or general advertising (as those terms are used in Regulation D) was used by us, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising, in connection with the offer or sale of the Units or the Over-Allotment Units in the United States or to U.S. Persons; ...
UNDERWRITERS’ CERTIFICATE. In connection with the private placement of Offered Securities in the United States, the undersigned, being one of the several Underwriters referred to in the underwriting agreement dated as of February 23, 2021, among the Company and the Underwriters (the "Underwriting Agreement"), the undersigned Underwriter and the placement agent in the United States for such Underwriter (the "U.S. Affiliate"), do hereby certify that: