Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the provinces of Canada other than Québec (collectively, the “Qualifying Jurisdictions”) a preliminary short form base shelf prospectus dated October 1, 2014 relating to the distribution of up to C$80,000,000 of common shares, warrants, subscription receipts, and units of the Company (the “Shelf Securities”) pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”) and in accordance with Multilateral Instrument 11-102 - Passport System (“MI 11-102”) and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions (“NP 11-202”, and together with MI 11-102, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, the “Shelf Procedures”. The British Columbia Securities Commission (the “Principal Regulator”) has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions.
Background and Interpretation. (1) The Company has prepared and filed with the Canadian Commissions in each of the Qualifying Jurisdictions a preliminary short form base shelf prospectus dated August 24, 2018 relating to the distribution of up to C$50,000,000 of common shares, warrants, subscription receipts, units, and or any combination of such securities of the Company (the “Shelf Securities”) pursuant to Canadian Securities Laws and in accordance with MI 11-102 and NP 11-202 (together, the “Passport System”). Such preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the “Canadian Preliminary Base Prospectus.” The Company has prepared and filed the Canadian Preliminary Base Prospectus pursuant to NI 44-101 and National Instrument 44-102 – Shelf Distributions (the “Shelf Procedures”). The British Columbia Securities Commission (the “Principal Regulator”) has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions.
Background and Interpretation. (1) The Company has filed with the United States Securities and Exchange Commission (the “SEC”) the Registration Statement (as defined in Section 1(3)) under the United States Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), which became effective pursuant to Rule 461 under the Securities Act on May 5, 2016 (the “Effective Date”), for the registration under the Securities Act of up to US$100,000,000 of common shares, warrants, rights, subscription receipts, preferred shares, debt securities and units of the Company, including the Units. At the time of the filing of the Registration Statement, the Company met the requirements of Form S-3 under the Securities Act. Any reference in this Agreement to the Registration Statement, the U.S. Base Prospectus (as defined in Section 1(3)) or the U.S. Prospectus Supplement (as defined in Section 1(3)) shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the United States Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), on or before the date of this Agreement, or the issue date of the U.S. Base Prospectus or the U.S. Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Time of Sale Prospectus (as defined in Section 1(3)) or the U.S. Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Time of Sale Prospectus or the U.S. Prospectus, as the case may be, deemed to be incorporated therein by reference or is otherwise deemed to be a part of or included therein, as the case may be, by the Securities Act. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Time of Sale Prospectus (as hereinafter defined) or the U.S. Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference or is otherwise deemed to be a part of or included in the Registration Statement, ...
Background and Interpretation. (1) The Company has prepared and filed with the securities regulatory authorities (the “Canadian Commissions”) in each of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Xxxxxx Xxxxxx Island and Newfoundland and Labrador (the “Qualifying Jurisdictions”) a preliminary short form base shelf prospectus, dated March 31, 2014 (the “Canadian Preliminary Base Prospectus”), and a final short form base shelf prospectus, dated April 8, 2014 in respect of up to US$100,000,000 aggregate principal amount of common shares, preferred shares, debt securities, subscription receipts, warrants, share purchase contracts and units of the Company (collectively, the “Shelf Securities”), pursuant to applicable securities laws of the Qualifying Jurisdictions and the respective rules, regulations, blanket rulings, orders and notices made thereunder and the local, uniform, national and multilateral instruments and policies adopted by the Canadian Commissions in the Qualifying Jurisdictions (collectively, as applied and interpreted, the “Canadian Securities Laws”). The Company selected the Ontario Securities Commission (the “Reviewing Authority”) as its principal regulator in respect of the offering of the Shelf Securities, and the Reviewing Authority has issued a decision document (a “Decision Document”) under Multilateral Instrument 11-102 - Passport System and National Policy 11-202 - Process for Prospectus Reviews in Multiple Jurisdictions on behalf of itself and the other Canadian Commissions for each of the Canadian Preliminary Base Prospectus and the Canadian Base Prospectus. The term “
Background and Interpretation. 2.1 The Company has prepared and filed with the Canadian Commissions in each of the Qualifying Jurisdictions a preliminary short form base shelf prospectus dated June 16, 2023 relating to the Distribution of securities of the Company (the "Shelf Securities") with a value of up to $125 million pursuant to Canadian Securities Laws and in accordance with MI 11-102 and NP 11-202 (together, the "Passport System"). Such preliminary short form base shelf prospectus relating to the Distribution of the Shelf Securities, including any documents incorporated by reference therein and any supplements or amendments thereto, is herein called the "Canadian Preliminary Base Prospectus". The Company has prepared and filed the Canadian Preliminary Base Prospectus, pursuant to NI 44-101 and National Instrument 44-102 - Shelf Distributions, the "Shelf Procedures". The Ontario Securities Commission (the "Principal Regulator") has issued a receipt for the Canadian Preliminary Base Prospectus and the Company has satisfied the conditions in MI 11-102 to the deemed issuance of a receipt by the Canadian Commissions for the Canadian Preliminary Base Prospectus in each of the other Qualifying Jurisdictions.
Background and Interpretation. 2.1 Except as expressly stated otherwise in these Data Processing Terms or the Agreement, in the event of any conflict between the terms of the LASSO Terms and Conditions and the terms of these Data Processing Terms, the relevant terms of these Data Processing Terms shall control and take precedence.
Background and Interpretation. When providing products, licenses and services to Customer, Symetri may process certain personal data on behalf of Customer in capacity of Customer’s processor. Customer is controller for the processing of such personal data. The purpose of this DPA is to ensure a secure, correct and legal processing of personal data and to comply with applicable requirements for data processing agreements as well as to ensure adequate protection for the personal data processed within the scope of the Agreement.
Background and Interpretation. Under the terms of the 2015-2018 Supply Agreement, we agreed to grant Sightholders a Sightholder Signature Licence to use the Sightholder Signature. The terms and conditions of this Sightholder Signature Licence are set out below. For clarification, when we refer to “DBGSS”, “us”, “we” or “our” it means Xx Xxxxx Global Sightholder Sales (Proprietary) Limited or any other member of the Xx Xxxxx Group that we may nominate from time to time.
Background and Interpretation. (A) The Parties have signed a Google AdWords Reseller Agreement effective as of 1 May 2011, (together with Amendment No. 2, the “Agreement”).
Background and Interpretation. 1.1 The Seller, SCL, the Buyer and Tallink have on 11 June 2006 entered into an Agreement for the Sale and Purchase of all the Shares in Silja Oy Ab (the "Share Purchase Agreement"). The parties have since realised that the Share Purchase Agreement will need to be amended so as to correct certain technical mistakes therein.
