Common use of Preparation; Reasonable Investigation Clause in Contracts

Preparation; Reasonable Investigation. In connection with the preparation and filing of any Registration Statement or Prospectus as herein contemplated, the Corporation shall give the Investor, its underwriters for an underwritten offering or agents for an agency offering, and their respective counsel, auditors and other Representatives, the opportunity to participate in the preparation of such documents and each amendment thereof or supplement thereto, and shall insert therein such material, furnished to the Corporation in writing, which in the reasonable judgment of the Investor and its counsel should be included. The Corporation shall give the Investor and the underwriters or agents such reasonable and customary access to the books and records of the Corporation and its Subsidiaries and such reasonable and customary opportunities to discuss the business of the Corporation with its officers and auditors as shall be necessary in the reasonable opinion of the Investor, such underwriters or agents and their respective counsel. The Corporation shall cooperate with the Investor and its underwriters or agents in the conduct of all reasonable and customary due diligence which the Investor, such underwriters or agents and their respective counsel may reasonably require in order to conduct a reasonable investigation for purposes of establishing a due diligence defence as contemplated by the Applicable Securities Laws and in order to enable such underwriters or agents to execute any certificate required to be executed by them for inclusion in each such document.

Appears in 5 contracts

Samples: Investor Rights Agreement (Nouveau Monde Graphite Inc.), Rights Agreement (Lithium Americas Corp.), Agreement (1397468 B.C. Ltd.)

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Preparation; Reasonable Investigation. In connection with the preparation and filing of any Registration Statement or Prospectus as herein contemplated, the Corporation shall give the Investor, its underwriters for an underwritten offering or agents for an agency offering, and their respective counsel, auditors and other Representativesrepresentatives, the opportunity to participate in the preparation of such documents and each amendment thereof or supplement thereto, and shall insert therein such material, furnished to the Corporation in writing, which in the reasonable judgment of the Investor and its counsel should be included. The Corporation shall give the Investor and the underwriters or agents such reasonable and customary access to the books and records of the Corporation and its Subsidiaries subsidiaries and such reasonable and customary opportunities to discuss the business of the Corporation with its officers and auditors as shall be necessary in the reasonable opinion of the Investor, such underwriters or agents and their respective counsel. The Corporation shall cooperate with the Investor and its underwriters or agents in the conduct of all reasonable and customary due diligence which the Investor, such underwriters or agents and their respective counsel may reasonably require in order to conduct a reasonable investigation for purposes of establishing a due diligence defence as contemplated by the Applicable Canadian Securities Laws and in order to enable such underwriters or agents to execute any the certificate required to be executed by them for inclusion in each such document.

Appears in 5 contracts

Samples: Rights Agreement (Lithium Americas Corp.), Agreement (Lithium Americas Corp.), Investor Rights Agreement (Lithium Americas Corp.)

Preparation; Reasonable Investigation. In connection with the preparation and filing of any Registration Statement preliminary prospectus, final prospectus or Prospectus registration statement as herein contemplated, the Corporation shall will give the InvestorHolders and the underwriter or underwriters of such distribution, its underwriters for an underwritten offering or agents for an agency offeringif any, and their respective counsel, auditors counsel and other Representativesrepresentatives, the opportunity to participate in the preparation of such documents and each amendment thereof or supplement thereto, and shall will insert therein such material, material furnished to the Corporation in writing, which in the reasonable judgment of the Investor Requesting Holders and its their counsel should be included. The , and will, subject to the prior execution and delivery to the Corporation shall of reasonable confidentiality agreements, give the Investor and the underwriters or agents each of them such reasonable and customary access to the Corporation’s books and records of the Corporation and its Subsidiaries and such reasonable and customary opportunities opportunity to discuss the business of the Corporation with its officers and auditors as shall will be necessary in the reasonable opinion of the InvestorRequesting Holders, such the underwriter or underwriters or agents and their respective counsel. The Corporation shall cooperate with the Investor , and its underwriters or agents in the to conduct of all reasonable and customary due diligence which the InvestorRequesting Holders, such the underwriter or underwriters or agents and their respective counsel may reasonably require in order to conduct a reasonable investigation for purposes of establishing establishing, to the extent permitted by law, a due diligence defence defense as contemplated by the Applicable Securities Laws of Canada and in order to enable such underwriters or agents to execute any certificate required to be executed by them in Canada or the United States for inclusion in each such document.

Appears in 4 contracts

Samples: Registration Rights Agreement (Forbes Energy Services Ltd.), Registration Rights Agreement (Forbes Energy Services Ltd.), Registration Rights Agreement (Forbes Energy Services Ltd.)

Preparation; Reasonable Investigation. In connection with the preparation and filing of any Registration Statement or a Prospectus Supplement as herein contemplated, the Corporation shall will give the Investor, its Holders and the underwriter or underwriters for an underwritten offering or agents for an agency offering, of such distribution and their respective counsel, auditors and other Representativesrepresentatives, the opportunity to participate in the preparation of such documents and each amendment thereof or supplement thereto, and shall insert therein such material, material relating to the Holders furnished to the Corporation in writing, which is required under Applicable Securities Laws or in the reasonable judgment of the Investor and its parties and/or their respective counsel should be included. The Corporation shall , and will, subject to the confirmation of the recipients' obligations as to the confidential treatment of such information, give the Investor and the underwriters or agents each of them such reasonable and customary access to the Corporation's books and records of the Corporation and its Subsidiaries and such reasonable and customary opportunities opportunity to discuss the business of the Corporation with its officers and auditors as shall be necessary in the reasonable opinion of the Investor, such Holders and the underwriter or underwriters or agents and their respective counsel. The Corporation shall cooperate with the Investor , and its underwriters or agents in the to conduct of all reasonable and customary due diligence which the Investor, such Holders and the underwriter or underwriters or agents and their respective counsel may reasonably require in order to conduct a reasonable investigation for purposes of establishing establishing, to the extent permitted by law, a due diligence defence defense as contemplated by the Applicable Securities Laws and in order to enable such underwriters or agents to execute any certificate required to be executed by them in Canada or the United States for inclusion in each such document.

Appears in 3 contracts

Samples: Standstill Agreement (Cenovus Energy Inc.), Registration Rights Agreement (Cenovus Energy Inc.), Registration Rights Agreement (Cenovus Energy Inc.)

Preparation; Reasonable Investigation. In connection with the preparation and filing of any Registration Statement or a Prospectus Supplement as herein contemplated, the Corporation shall will give the Investor, its Holders and the underwriter or underwriters for an underwritten offering or agents for an agency offering, of such distribution and their respective counsel, auditors and other Representativesrepresentatives, the opportunity to participate in the preparation of such documents and each amendment thereof or supplement thereto, and shall insert therein such material, material relating to the Holders furnished to the Corporation in writing, which is required under Applicable Securities Laws or in the reasonable judgment of the Investor and its parties and/or their respective counsel should be included. The Corporation shall , and will, subject to the confirmation of the recipients’ obligations as to the confidential treatment of such information, give the Investor and the underwriters or agents each of them such reasonable and customary access to the Corporation’s books and records of the Corporation and its Subsidiaries and such reasonable and customary opportunities opportunity to discuss the business of the Corporation with its officers and auditors as shall be necessary in the reasonable opinion of the Investor, such Holders and the underwriter or underwriters or agents and their respective counsel. The Corporation shall cooperate with the Investor , and its underwriters or agents in the to conduct of all reasonable and customary due diligence which the Investor, such Holders and the underwriter or underwriters or agents and their respective counsel may reasonably require in order to conduct a reasonable investigation for purposes of establishing establishing, to the extent permitted by law, a due diligence defence defense as contemplated by the Applicable Securities Laws and in order to enable such underwriters or agents to execute any certificate required to be executed by them in Canada or the United States for inclusion in each such document.

Appears in 3 contracts

Samples: Registration Rights Agreement (Conocophillips), Registration Rights Agreement (Cenovus Energy Inc.), Agreement (Cenovus Energy Inc.)

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Preparation; Reasonable Investigation. In connection with the preparation and filing of any Registration Statement or Prospectus as herein contemplated, the Corporation shall give the Investor, its underwriters for an underwritten offering or agents for an agency offering, and their respective counsel, auditors and other Representativesrepresentatives, the opportunity to participate in the preparation of such documents and each amendment thereof or supplement thereto, and shall insert therein such material, material furnished to the Corporation in writing, which in the reasonable judgment of the Investor and its counsel should be included. The Corporation shall give the Investor and the underwriters or agents such reasonable and customary access to the books and records of the Corporation and its Subsidiaries subsidiaries and such reasonable and customary opportunities to discuss the business of the Corporation with its officers and auditors as shall be necessary in the reasonable opinion of the Investor, such underwriters or agents and their respective counsel. The Corporation shall cooperate with the Investor and its underwriters or agents in the conduct of all reasonable and customary due diligence which the Investor, such underwriters or agents and their respective counsel may reasonably require in order to conduct a reasonable investigation for purposes of establishing a due diligence defence as ​ ​ contemplated by the Applicable Canadian Securities Laws and in order to enable such underwriters or agents to execute any the certificate required to be executed by them for inclusion in each such document.

Appears in 1 contract

Samples: Investor Rights Agreement (Perpetua Resources Corp.)

Preparation; Reasonable Investigation. In connection with the preparation and filing of any Registration Statement or Prospectus as herein contemplated, the Corporation shall give the Investor, its underwriters for an underwritten offering or agents for an agency offering, and their respective counsel, auditors and other Representativesrepresentatives, the opportunity to participate in the preparation of such documents and each amendment thereof or supplement thereto, and shall insert therein such material, furnished to the Corporation in writing, which in the reasonable judgment of the Investor and its counsel should be included. The Corporation shall give the Investor and the underwriters or agents such reasonable and customary access to the books and records of the Corporation and its Subsidiaries subsidiaries and such reasonable and customary opportunities to discuss the business of the Corporation with its officers and auditors as shall be necessary in the reasonable opinion of the Investor, such underwriters or agents and their respective counsel. The Corporation shall cooperate with the Investor and its underwriters or agents in the conduct of all reasonable and customary due diligence which the Investor, such underwriters or agents and their respective counsel may reasonably require in order to conduct a reasonable investigation for purposes of establishing a due diligence defence as contemplated by the Applicable Securities Laws and in order to enable such underwriters or agents to execute any the certificate required to be executed by them for inclusion in each such document.

Appears in 1 contract

Samples: Agreement (Midas Gold Corp.)

Preparation; Reasonable Investigation. In connection with the preparation and filing of any Prospectus or Registration Statement or Prospectus as herein contemplated, the Corporation shall give the Investor, its underwriters for an underwritten offering or agents for an agency offering, and their respective counsel, auditors and other Representativesrepresentatives, the opportunity to participate in the preparation of such documents and each amendment thereof or supplement thereto, and shall insert therein such material, furnished to the Corporation in writing, which in the reasonable judgment of the Investor and its counsel should be included. The Corporation shall give the Investor and the underwriters or agents such reasonable and customary access to the books and records of the Corporation and its Subsidiaries subsidiaries and such reasonable and customary opportunities to discuss the business of the Corporation with its officers and auditors as shall be necessary in the reasonable opinion of the Investor, such underwriters or agents and their respective counsel. The Corporation shall cooperate with the Investor and its underwriters or agents in the conduct of all reasonable and customary due diligence which the Investor, such underwriters or agents and their respective counsel may reasonably require in order to conduct a reasonable investigation for purposes of establishing a due diligence defence as contemplated by the Applicable Securities Laws and in order to enable such underwriters or agents to execute any the certificate required to be executed by them for inclusion in each such document.

Appears in 1 contract

Samples: Investor Rights Agreement (International Tower Hill Mines LTD)

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