Agent’s Representations, Warranties and Covenants. The Agents hereby severally represent and warrant to and covenant with the Corporation that at least one of the Agents is duly qualified and registered to carry on business as a securities dealer in each of the Qualifying Jurisdictions where the sale of the Offered Shares requires such qualification and/or registration in a manner that permits the sale of the Offered Shares on a basis described in subsection 3(a). Each of the Agents hereby severally (on its own behalf and not on behalf of any other Agents) represents and warrants to, and covenants with, the Corporation that: (a) it shall offer and solicit offers for the purchase of the Offered Shares in compliance with Applicable Securities Laws and the provisions of this Agreement and only from such persons and in such manner that, pursuant to Applicable Securities Laws and the securities laws of any other Selling Jurisdiction, no prospectus, registration statement or similar document need be delivered or filed, other than any prescribed reports of the issue and sale of the Offered Shares and the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Final Prospectus and, in the case of any jurisdiction other than the Qualifying Jurisdictions, no continuous disclosure obligations will be created; (b) upon the Corporation obtaining the necessary receipt or deemed receipt in each of the Qualifying Jurisdictions pursuant to the Passport System and NI 44-101, it shall deliver one copy of the Prospectus to each of the Purchasers; (c) it shall not provide to prospective Purchasers any document or other material that would constitute an offering memorandum within the meaning of Applicable Securities Laws without the prior written consent of the Corporation; (d) it will not offer or sell the Offered Shares in any jurisdiction other than the Qualifying Jurisdictions (unless subsequently agreed to by the Corporation) and the United States in accordance with the terms of this Agreement; (e) it will make any offers or sales of Offered Shares in the United States in accordance with Schedule “A”; (f) it will refrain from advertising the Offering in (A) printed media of general and regular paid circulation, (B) radio, (C) television, or (D) telecommunication (including electronic display and the Internet) and not make use of any green sheet or other internal marketing document without the consent of the Corporation, such consent to be promptly considered and not to be unreasonably withheld, delayed or conditioned; and (g) it will use its commercially reasonable efforts to complete the distribution of the Offered Shares pursuant to the Final Prospectus as early as practicable and the Agents shall advise the Corporation in writing when, in the opinion of the Agents, they have completed the distribution of the Offered Shares and, if required for regulatory compliance purposes, within 30 days after the initial Closing Date and any Option Closing Date, provide a breakdown of the number of Offered Shares distributed and proceeds received (A) in each of the Qualifying Jurisdictions, and (B) in any other Selling Jurisdiction in which the Offered Shares are offered or sold. It is agreed that no Agent will be liable for any act, omission, default or conduct by any other Agent under the foregoing Section 3.
Appears in 1 contract
Agent’s Representations, Warranties and Covenants. The Agents Agent hereby severally represent represents and warrant to warrants to, and covenant covenants with the Corporation that at least one of the Agents Company that:
(a) it is duly qualified and registered to carry on business as a securities dealer in each of the Qualifying Jurisdictions jurisdictions where the sale of the Offered Shares Special Warrants requires such qualification and/or registration in a manner that permits the sale of the Offered Shares Special Warrants on a basis described in subsection 3(aparagraph 5(b). Each of the Agents hereby severally (on its own behalf and not on behalf of any other Agents) represents and warrants to, and covenants with, the Corporation that:;
(ab) it shall will offer and solicit offers for the purchase of the Offered Shares Special Warrants in compliance with Applicable Securities Laws and the provisions of this Agreement and only from such persons and in such manner that, pursuant to Applicable applicable Securities Laws and the securities laws of any other Selling Jurisdictionjurisdiction applicable to the offer, sale and solicitation of the Special Warrants under this Offering, no prospectus, registration statement or similar document need be delivered or filed, other than any prescribed reports of the issue and sale of the Offered Shares and the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Final Prospectus Special Warrants and, in the case of any jurisdiction other than the Qualifying Jurisdictions, no continuous disclosure obligations will be created;
(b) upon the Corporation obtaining the necessary receipt or deemed receipt in each of the Qualifying Jurisdictions pursuant to the Passport System and NI 44-101, it shall deliver one copy of the Prospectus to each of the Purchasers;
(c) it shall not provide to prospective Purchasers will make any document offers or other material that would constitute an offering memorandum within the meaning sales of Applicable Securities Laws without the prior written consent of the Corporation;
(d) it will not offer or sell the Offered Shares in any jurisdiction other than the Qualifying Jurisdictions (unless subsequently agreed to by the Corporation) and the United States Special Warrants in accordance with the terms of this Agreement;
(d) it will conduct, and will cause its affiliates and any person acting on its behalf to conduct, activities in connection with arranging for the offer and sale of the Special Warrants in compliance with applicable Securities Laws and the securities laws of any other jurisdiction applicable to the offer and sale of the Special Warrants;
(e) it will make obtain from each Purchaser a completed and executed Subscription Agreement, together with all Subscription Documents (including documents required by the CSE, if any) as may be necessary in connection with subscriptions for Special Warrants to ensure compliance with applicable Securities Laws and the securities laws of any offers or sales other jurisdiction applicable to the offer and sale of Offered Shares in the United States in accordance with Schedule “A”;Special Warrants under this Offering; and
(f) it will refrain from advertising the Offering in in: (Ai) printed media of general and regular paid circulation, ; (Bii) radio, ; (Ciii) television, ; or (Div) telecommunication (including electronic display and the Internet) and not make use of any green sheet or other internal marketing document without the consent of the CorporationCompany, such consent to be promptly considered and not to be unreasonably withheld, delayed or conditioned; and
(g) it will use its commercially reasonable efforts to complete the distribution of the Offered Shares pursuant to the Final Prospectus as early as practicable and the Agents shall advise the Corporation in writing when, in the opinion of the Agents, they have completed the distribution of the Offered Shares and, if required for regulatory compliance purposes, within 30 days after the initial Closing Date and any Option Closing Date, provide a breakdown of the number of Offered Shares distributed and proceeds received (A) in each of the Qualifying Jurisdictions, and (B) in any other Selling Jurisdiction in which the Offered Shares are offered or sold. It is agreed that no Agent will be liable for any act, omission, default or conduct by any other Agent under the foregoing Section 3.
Appears in 1 contract
Sources: Agency Agreement
Agent’s Representations, Warranties and Covenants. The Agents Each Agent hereby severally represent represents and warrant warrants to and covenant covenants with the Corporation that at least one of the Agents Companies that:
(a) it is duly qualified and registered to carry on business as a securities dealer in each of the Qualifying Jurisdictions where the sale of the Offered Shares Subscription Receipts requires such qualification and/or registration in a manner that permits the sale of the Offered Shares Subscription Receipts on a basis described in subsection 3(a). Each Section 5(b) and it will ensure that any Selling Firm will be duly qualified and registered to carry on business as a securities dealer in each of the Agents hereby severally Qualifying Jurisdictions where the sale of the Subscription Receipts requires such qualification and/or registration in a manner that permits the sale of the Subscription Receipts on a basis described in Section 5(b);
(on its own behalf and not on behalf of any other Agentsb) represents and warrants toit will, and covenants withwill ensure any Selling Firm will, the Corporation that:
(a) it shall offer and solicit offers for the purchase of the Offered Shares Subscription Receipts in compliance with Applicable Securities Laws and the provisions of this Agreement and only from such persons Persons and in such manner that, pursuant to Applicable Securities Laws and the securities laws of any other Selling Jurisdiction, that no prospectus, registration statement or statement, similar document or Offering Document in any Selling Jurisdiction will need be delivered or filed, other than any prescribed reports of the issue and sale of the Offered Shares and the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Final Prospectus Subscription Receipts and, in the case of any jurisdiction other than the Qualifying Jurisdictions, no continuous disclosure obligations will be created;
(b) upon the Corporation obtaining the necessary receipt or deemed receipt in each of the Qualifying Jurisdictions pursuant to the Passport System and NI 44-101, it shall deliver one copy of the Prospectus to each of the Purchasers;
(c) it shall not provide to prospective Purchasers will, and will ensure any document Selling Firm will, make any offers or other material that would constitute an offering memorandum within the meaning sales of Applicable Securities Laws without the prior written consent of the Corporation;
(d) it will not offer or sell the Offered Shares in any jurisdiction other than the Qualifying Jurisdictions (unless subsequently agreed to by the Corporation) and the United States Subscription Receipts in accordance with the terms of this Agreement;
(d) it will conduct and will cause its affiliates, any Selling Firm and any Person acting on its behalf to conduct activities in connection with arranging for the offer and sale of the Subscription Receipts in compliance with Securities Laws;
(e) it will make any offers or sales of Offered Shares obtain from each Purchaser a completed and executed Subscription Agreement, together with all Subscription Documents (including documents required by the CSE, if any) as may be necessary in the United States in accordance connection with Schedule “A”;subscriptions for Subscription Receipts to ensure compliance with Securities Laws; and
(f) it will refrain from advertising the Offering in in: (Ai) printed media of general and regular paid circulation, (B) radio, (C) television, or (D) telecommunication (including electronic display and the Internet) and not make use of any green sheet or other internal marketing document without the consent of the Corporation, such consent to be promptly considered and not to be unreasonably withheld, delayed or conditioned; and
(g) it will use its commercially reasonable efforts to complete the distribution of the Offered Shares pursuant to the Final Prospectus as early as practicable and the Agents shall advise the Corporation in writing when, in the opinion of the Agents, they have completed the distribution of the Offered Shares and, if required for regulatory compliance purposes, within 30 days after the initial Closing Date and any Option Closing Date, provide a breakdown of the number of Offered Shares distributed and proceeds received (A) in each of the Qualifying Jurisdictions, and (B) in any other Selling Jurisdiction in which the Offered Shares are offered or sold. It is agreed that no Agent will be liable for any act, omission, default or conduct by any other Agent under the foregoing Section 3.;
Appears in 1 contract
Sources: Agency Agreement
Agent’s Representations, Warranties and Covenants. The Agents hereby severally represent and warrant to to, and covenant with the Corporation Company that at least one of the Agents is they are duly qualified and registered in the appropriate category to carry on business as a securities dealer in each of offer and sell the Qualifying Jurisdictions where the sale of the Offered Shares requires such qualification and/or registration in a manner that permits the sale of the Offered Shares on a basis described in subsection 3(a)Special Warrants. Each of the Agents hereby severally (on its own behalf and not on behalf of any other Agents) represents and warrants to, and covenants with, the Corporation Company that:
(a) it shall offer and solicit offers for the purchase of the Offered Shares Special Warrants in compliance with Applicable applicable Securities Laws and the provisions of this Agreement and only from such persons and in such manner that, pursuant to Applicable applicable Securities Laws and the securities laws of any other Selling JurisdictionLaws, no prospectus, registration statement or similar document need be delivered or filed, other than any prescribed reports of the issue and sale of the Offered Shares and the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Final Prospectus and, in the case of any jurisdiction other than the Qualifying Jurisdictions, no continuous disclosure obligations will be createdSpecial Warrants;
(b) upon the Corporation obtaining the necessary receipt or deemed receipt in each of the Qualifying Jurisdictions pursuant to the Passport System and NI 44-101, it shall deliver one copy of the Prospectus to each of the Purchasers;
(c) it shall not provide to prospective Purchasers purchasers of Special Warrants any document or other material that would constitute an offering memorandum within the meaning of Applicable the applicable Securities Laws without the prior written consent of the CorporationCompany;
(dc) it will not offer or sell the Offered Shares Special Warrants in any jurisdiction other than the Qualifying Selling Jurisdictions (unless subsequently agreed to by the Corporation) and the United States in accordance with the terms of this Agreement;
(ed) it will only make any offers or sales of Offered Shares Special Warrants in the United States in accordance with applicable United States securities laws and in accordance with Schedule “A”” attached hereto (which schedule is incorporated by reference herein and forms part of this Agreement);
(e) it will comply with all applicable Securities Laws in connection with the Offering;
(f) it will use its best efforts to obtain from each Purchaser a completed and executed Subscription Agreement, together with all documentation (including documents required by the TSXV, if any) as may be necessary in connection with subscriptions for Special Warrants, as applicable, to ensure compliance with applicable Securities Laws and any conditional approval requirements of the TSXV;
(g) it will refrain from advertising the Offering in (A) printed media of general and regular paid circulation, (B) radio, (C) television, or (D) telecommunication (including electronic display and the Internet) and not make use of any green sheet or other internal marketing document without the consent of the Corporation, such consent to be promptly considered and not to be unreasonably withheld, delayed or conditioned); and
(gh) it will use its commercially reasonable efforts to complete the distribution of the Offered Shares Underlying Securities pursuant to the Final Prospectus as early as practicable and the Agents shall advise the Corporation Company in writing when, in the opinion of the Agents, they have completed the distribution of the Offered Shares and, if required for regulatory compliance purposes, within 30 days after the initial Closing Date and any Option Closing Date, provide a breakdown of the number of Offered Shares distributed and proceeds received (A) in each of the Qualifying Jurisdictions, and (B) in any other Selling Jurisdiction in which the Offered Shares are offered or sold. It is agreed that no Agent will be liable for any act, omission, default or conduct by any other Agent under the foregoing Section 3Underlying Securities.
Appears in 1 contract
Agent’s Representations, Warranties and Covenants. The Agents hereby severally represent and warrant to and covenant with the Corporation that at least one Each of the Agents hereby represents and warrants to, and covenants with the Company that:
(a) it is duly qualified and registered to carry on business as a securities dealer in each of the Qualifying Jurisdictions jurisdictions where the sale of the Offered Shares Special Warrants requires such qualification and/or registration in a manner that permits the sale of the Offered Shares Special Warrants on a basis described in subsection 3(aSection 5(b). Each of the Agents hereby severally (on its own behalf and not on behalf of any other Agents) represents and warrants to, and covenants with, the Corporation that:;
(ab) it shall will offer and solicit offers for the purchase of the Offered Shares Special Warrants in compliance with Applicable Securities Laws and the provisions of this Agreement and only from such persons and in such manner that, pursuant to Applicable applicable Securities Laws and the securities laws of any other Selling Jurisdictionjurisdiction applicable to the offer, sale and solicitation of the Special Warrants under this Offering, no prospectus, registration statement or similar document need be delivered or filed, other than any prescribed reports of the issue and sale of the Offered Shares and the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Final Prospectus Special Warrants and, in the case of any jurisdiction other than the Qualifying Jurisdictions, no continuous disclosure obligations will be created;
(b) upon the Corporation obtaining the necessary receipt or deemed receipt in each of the Qualifying Jurisdictions pursuant to the Passport System and NI 44-101, it shall deliver one copy of the Prospectus to each of the Purchasers;
(c) it shall not provide to prospective Purchasers will make any document offers or other material that would constitute an offering memorandum within the meaning sales of Applicable Securities Laws without the prior written consent of the Corporation;
(d) it will not offer or sell the Offered Shares in any jurisdiction other than the Qualifying Jurisdictions (unless subsequently agreed to by the Corporation) and the United States Special Warrants in accordance with the terms of this Agreement;
(d) it will conduct, and will cause its affiliates and any person acting on its behalf to conduct, activities in connection with arranging for the offer and sale of the Special Warrants in compliance with applicable Securities Laws and the securities laws of any other jurisdiction applicable to the offer and sale of the Special Warrants;
(e) it will make use commercially reasonable efforts to obtain from each Purchaser a completed and executed Subscription Agreement, together with all Subscription Documents (including documents required by the CSE, if any) as may be necessary in connection with subscriptions for Special Warrants to ensure compliance with applicable Securities Laws and the securities laws of any offers or sales other jurisdiction applicable to the offer and sale of Offered Shares in the United States in accordance with Schedule “A”;Special Warrants under this Offering; and
(f) it will refrain from advertising the Offering in in: (Ai) printed media of general and regular paid circulation, ; (Bii) radio, ; (Ciii) television, ; or (Div) telecommunication (including electronic display and the Internet) and not make use of any green sheet or other internal marketing document without the consent of the CorporationCompany, such consent to be promptly considered and not to be unreasonably withheld, delayed or conditioned; and
(g) it will use its commercially reasonable efforts to complete the distribution of the Offered Shares pursuant to the Final Prospectus as early as practicable and the Agents shall advise the Corporation in writing when, in the opinion of the Agents, they have completed the distribution of the Offered Shares and, if required for regulatory compliance purposes, within 30 days after the initial Closing Date and any Option Closing Date, provide a breakdown of the number of Offered Shares distributed and proceeds received (A) in each of the Qualifying Jurisdictions, and (B) in any other Selling Jurisdiction in which the Offered Shares are offered or sold. It is agreed that no Agent will be liable for any act, omission, default or conduct by any other Agent under the foregoing Section 3.
Appears in 1 contract
Sources: Agency Agreement
Agent’s Representations, Warranties and Covenants. The Agents hereby severally represent and warrant to and covenant with the Corporation that at least one of the Agents is duly qualified and registered to carry on business as a securities dealer dealers in each of the Qualifying Jurisdictions where the sale of the Offered Shares Units requires such qualification and/or registration in a manner that permits the sale of the Offered Shares Units on a basis described in subsection 3(a). Each of the Agents hereby severally (on its own behalf and not on behalf of any other Agents) represents and warrants to, and covenants with, the Corporation that:
(a) it shall offer and solicit offers for the purchase of the Offered Shares Units in compliance with Applicable Securities Laws and the provisions of this Agreement and only from such persons and in such manner that, pursuant to Applicable Securities Laws and and, subject to the prior consent of the Corporation, not to be unreasonably withheld, delayed or conditioned, the securities laws of any other Selling Jurisdictionjurisdiction applicable to the offer and sale of the Offered Units under this Offering, no prospectus, registration statement or similar document need be delivered or filed, other than any prescribed reports of the issue and sale of the Offered Shares and Units, the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus, the Final Prospectus, the Draft Amended and Restated Final Prospectus and the Amended and Restated Final Prospectus andProspectus, in the case of any jurisdiction Selling Jurisdiction other than the Qualifying Jurisdictions, no continuous disclosure obligations will be created;
(b) it shall not provide to prospective Purchasers any document or other material or information that would constitute an “offering memorandum” within the meaning of Canadian Securities Laws without the prior written consent of the Corporation;
(c) upon the Corporation obtaining the necessary receipt or deemed receipt in each of the Qualifying Jurisdictions Final Receipt pursuant to the Passport System and NI 44-101, it shall deliver one copy of each of the Offering Documents (other than the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus, the Final Prospectus and the Draft Amended and Restated Final Prospectus), as applicable, to each of the Non-President’s List Purchasers;
(c) it shall not provide to prospective Purchasers any document or other material that would constitute an offering memorandum within the meaning of Applicable Securities Laws without the prior written consent of the Corporation;
(d) it will not offer or sell the Offered Shares Securities in any jurisdiction other than the Qualifying Jurisdictions and the United States (unless subsequently agreed to by the Corporation) and the United States in accordance with the terms of this Agreement, including Schedule “B” hereto;
(e) it will make any offers or sales of Offered Shares in the United States in accordance with Schedule “A”;
(f) it will refrain from advertising the Offering in (Ai) printed media of general and regular paid circulation, ; (Bii) radio, ; (Ciii) television, ; or (Div) telecommunication (including electronic display and the Internet) and not make use of any green sheet or other internal marketing document without the consent of the Corporation, such consent to be promptly considered and not to be unreasonably withheld, delayed or conditioned; and
(gf) it will use its commercially reasonable efforts to complete the distribution of the Offered Shares Units pursuant to the Amended and Restated Final Prospectus as early as practicable and the Agents shall advise the Corporation in writing when, in the opinion of the Agents, they have completed the distribution of the Offered Shares Units and, if required for regulatory compliance purposes, promptly, and in any event, within 30 25 days after the initial Closing Date and any Option Closing Date, provide a breakdown of the number of Offered Shares Units distributed and proceeds received received
(Ai) in each of the Qualifying Jurisdictions, ; and (Bii) in any other Selling Jurisdiction in which the Offered Shares Units are offered or sold. The Agents acknowledge and agree that the Broker Warrants, Broker Unit Shares, Broker Unit Warrants and Broker Warrant Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States. In connection with the issuance of the Broker Warrants, Broker Unit Shares and Broker Unit Warrants, each Agent represents, warrants, and covenants that it is acquiring such securities as principal for its own account and not for the benefit of any other person. Each Agent represents, warrants, and covenants that (i) it is not a U.S. Person and is not acquiring the Broker Warrants in the United States, or on behalf of a U.S. Person or a person located in the United States; and (ii) this Agreement was executed and delivered outside the United States. Each Agent acknowledges and agrees that the Broker Warrants and Broker Unit Warrants may not be exercised for the account or benefit of a U.S. Person or a person in the United States, unless such exercise is not subject to registration under the U.S. Securities Act and the applicable securities laws of any state of the United States. Each Agent agrees that it will not offer or sell any Broker Warrants, Broker Unit Shares, Broker Unit Warrants and Broker Warrant Shares in the United States or to U.S. Persons unless in compliance with an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws. It is agreed that no Agent will be liable for any act, omission, default or conduct by any other Agent under the foregoing Section 3.
Appears in 1 contract
Sources: Agency Agreement
Agent’s Representations, Warranties and Covenants. The Agents hereby severally represent Agent represents, warrants and warrant covenants to the Corporation, and covenant acknowledges that the Corporation is relying upon such representations, warranties and covenants in connection with the Corporation Offering, that at least one of the Agents is duly qualified and registered to carry on business as a securities dealer in each of the Qualifying Jurisdictions where Agent and the sale of the Offered Shares requires such qualification and/or registration in a manner that permits the sale of the Offered Shares on a basis described in subsection 3(a). Each of the Agents hereby severally (on its own behalf and not on behalf of any other Agents) represents and warrants to, and covenants with, the Corporation thatUS Affiliate:
(a) it shall offer has complied and solicit offers for the purchase of the Offered Shares in compliance will comply with all Applicable Securities Laws and in connection with the provisions of this Agreement and only from such persons and in such manner that, pursuant to Applicable Securities Laws and the securities laws of any other Selling Jurisdiction, no prospectus, registration statement or similar document need be delivered or filed, other than any prescribed reports of the issue and sale of the Offered Shares and the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Final Prospectus and, in the case of any jurisdiction other than the Qualifying Jurisdictions, no continuous disclosure obligations will be createdOffering;
(b) upon has not, directly or indirectly, solicited offers to purchase or sell and will not directly or indirectly, solicit offers to purchase or sell any Subscription Receipts, Offered Common Shares or Option Shares to any person in any jurisdiction in any manner which would require the Corporation obtaining to file a prospectus, offering memorandum or similar document with respect thereto under the necessary receipt laws of any jurisdiction or deemed receipt in each register any of the Qualifying Jurisdictions pursuant its securities or to the Passport System and NI 44-101, comply with ongoing filing or disclosure or other similar requirements where it shall deliver one copy of the Prospectus is not already subject to each of the Purchaserssuch requirements;
(c) will use reasonable commercial efforts to obtain from each Purchaser who is purchasing Subscription Receipts, Offered Common Shares or Option Shares on a Closing Date prior to the Closing Time on such Closing Date an executed Subscription Agreement in the appropriate form agreed to by the Corporation and the Agent and all other applicable forms, reports, undertakings and documentation required under the Applicable Securities Laws or required by the Corporation, acting reasonably;
(d) is an “accredited investors” as such term is defined in National Instrument 45- 106 – Prospectus and Registration Exemptions;
(e) has good and sufficient right and authority to enter into this Agreement; is appropriately registered under the Applicable Securities Laws so as to permit it shall not provide to lawfully sell and distribute the Subscription Receipts, the Offered Common Shares and Option Shares in such of the Offering Jurisdictions where it is offering and selling Subscription Receipts, Offered Common Shares and Option Shares and otherwise fulfill its obligations hereunder; and will comply with all Applicable Securities Laws in such jurisdictions in connection with the Offering;
(f) will refrain (and have refrained) from providing to prospective Purchasers any document or other material that would constitute purchasers an offering memorandum within the meaning of Applicable Securities Laws without the prior written consent of the Corporation;
(d) it will not offer or sell the Offered Shares in any jurisdiction other than the Qualifying Jurisdictions (unless subsequently agreed to by the Corporation) and the United States in accordance with the terms of this Agreement;
(e) it will make any offers or sales of Offered Shares in the United States in accordance with Schedule “A”;
(f) it will refrain from advertising the Offering in (A) printed media of general and regular paid circulation, (B) radio, (C) television, or (D) telecommunication (including electronic display and the Internet);
(g) will ensure that any sub-agents retained by the Agent in connection with the Offering comply with the covenants and not make use of any green sheet or other internal marketing document without the consent obligations of the Corporation, such consent to be promptly considered and not to be unreasonably withheld, delayed or conditionedAgent herein; and
(gh) it will use its commercially reasonable efforts to complete satisfy the distribution conditions of the Offered Shares pursuant Closing set out herein to the Final Prospectus as early as practicable and the Agents shall advise the Corporation in writing when, in the opinion of the Agents, they have completed the distribution of the Offered Shares and, if required for regulatory compliance purposes, within 30 days after the initial Closing Date and any Option Closing Date, provide a breakdown of the number of Offered Shares distributed and proceeds received (A) in each of the Qualifying Jurisdictions, and (B) in any other Selling Jurisdiction in which the Offered Shares are offered or sold. It is agreed that no Agent will be liable for any act, omission, default or conduct by any other Agent under the foregoing Section 3satisfied on its part.
Appears in 1 contract