CIBC World Markets Corp Sample Clauses

CIBC World Markets Corp. Total..................................... 27,500,0000 ============

CIBC World Markets Corp. ▇▇▇▇▇▇▇ & Company, Inc............................ ▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇, Inc........................

CIBC World Markets Corp. TOTAL.......................................... 6,500,000

CIBC World Markets Corp further agrees that any offer or sale by its Canadian investment dealer affiliate of the Notes, as contemplated in the paragraph above, purchased by it hereunder in Canada or to any resident of Canada shall only be effected on a private placement basis in accordance with applicable exemptions under the applicable securities laws in the relevant jurisdictions including that CIBC World Markets Corp.’s Canadian investment dealer affiliate (i) will not offer or sell the Notes purchased by it hereunder in Canada except in the Provinces of Ontario, British Columbia, Alberta, Québec and Manitoba (collectively, the Qualifying Provinces) and in each case will only do so in accordance with applicable securities laws in the relevant Qualifying Province; and (ii) with respect to the Qualifying Provinces, represents and agrees that (A) it has not offered, sold, distributed or delivered, and that it will not offer, sell, distribute or deliver, any Notes purchased by it hereunder, directly or indirectly in the Qualifying Provinces or to any person that is resident in any Qualifying Province for the purposes of securities laws applicable therein (including any corporation or other entity organized under the laws of any jurisdiction in Canada), except to persons who are not individuals, who are “permitted clients” as defined under National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations and who are “accredited investors” as defined under National Instrument 45-106 – Prospectus Exemptions (NI 45-106) or Section 73.3(1) of the Securities Act (Ontario), as applicable, under the “accredited investor exemption” as defined in NI 45-106; and (B) neither it nor its Canadian investment dealer affiliate will distribute or deliver the Prospectus or Prospectus Supplement or any other offering material relating to the Notes purchased by it hereunder, in the Qualifying Provinces in contravention of the securities laws or regulations of the Qualifying Provinces.

CIBC World Markets Corp further agrees that (i) any offer or sale by its Canadian investment dealer affiliate of the Notes, as contemplated in the paragraph above, purchased by it hereunder in Canada or to any resident of Canada shall only be effected on a private placement basis in accordance with applicable exemptions under the applicable securities laws in the relevant jurisdictions; and (ii) neither it nor its Canadian investment dealer affiliate will distribute or deliver the Prospectus or Prospectus Supplement or any other offering material relating to Securities purchased by it hereunder, in Canada in contravention of the securities laws or regulations of any province or territory of Canada.

CIBC World Markets Corp. ("CIBC") has rendered to the Special Committee its opinion to the effect that, as of the date of this Agreement and subject to the assumptions and limitations specifically described by CIBC to the Special Committee, the Merger Consideration to be received by the shareholders of the Company is fair from a financial point of view to such holders, other than the holders of Excluded Shares (as defined in such opinion). A complete and correct written copy of CIBC's engagement letter has been delivered to Parent and a complete and correct written copy of CIBC's opinion letter will be delivered to Parent promptly after the date of this Agreement. Company has received the approval of CIBC to permit the inclusion of a copy of its written opinion, when delivered, in its entirety in the Proxy Statement, subject to CIBC's review of the Proxy Statement.

CIBC World Markets Corp. Credit Lyonnais Securities (USA) Inc............................................ Credit Suisse First Boston Corporation..........................................

CIBC World Markets Corp. FAC/Equities, a division of First Albany Corporation........................... Total................................................................. 31 EXHIBIT A [The final opinion in draft form will be attached as Exhibit A at the time this Agreement is executed.] [The final opinion in draft form should be attached as Exhibit B at the time this Agreement is executed.] LOCK UP AGREEMENT Banc of America Securities LLC CIBC World Markets Corp. FAC/Equities, a division of First Albany Corporation As Representatives of the Several Underwriters c/o Banc of America Securities LLC 600 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ Francisco, California 94111 Re: Evergreen Solar, Inc. (the "Company") Ladies and Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the representatives of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, without the prior written consent of Banc of America Securities LLC (which consent may be withheld in its sole discretion), directly or indirectly, sell, offer, contract or grant any option to sell (including, without limitation, any short sale), pledge, transfer, establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, or otherwise dispose of any shares of Common Stock, options or warrants to acquire shares of Common Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the undersigned, or publicly announce the undersigned's intention to do any of the foregoing, for a period of 180 days beginning after the effec...

CIBC World Markets Corp. Canaccord ▇▇▇▇▇ Inc............................. --------- Total: 8,000,000 ========= SCHEDULE III TIME OF SALE PROSPECTUS