Common use of Closing of the Over Allotment Option Clause in Contracts

Closing of the Over Allotment Option. The Underwriter’s obligation to purchase any Additional Shares on the Option Closing Date (in the event that the Over-Allotment Option to purchase the Additional Shares is exercised by the Underwriter) shall be subject to the accuracy of the representations and warranties of the Company contained in this Agreement as of the Option Closing Date and the performance by the Company of its obligations under this Agreement. The Company agrees to fulfil or cause to be fulfilled the following conditions: (a) the Underwriters shall have received a favourable legal opinion dated the Option Closing Date, in form and substance satisfactory to counsel to the Underwriters, addressed to the Underwriters from ▇▇▇▇▇▇▇▇ LLP, counsel to the Company; (b) the Underwriters shall have received a letter dated as of the Option Closing Date, in form and substance satisfactory to the Underwriters, addressed to the Underwriters and the directors of the Company from the Company’s Auditors confirming the continued accuracy of the comfort letter to be delivered to the Underwriters pursuant to Section 4(a)(iv) with such changes as may be necessary to bring the information in such letter forward to a date not more than two Business Days prior to the Option Closing Date, which changes shall be acceptable to the Underwriters, acting reasonably; (c) the Underwriters shall have received a certificate dated as of the Option Closing Date, addressed to the Underwriters and signed by the Chief Executive Officer and Chief Financial Officer of the Company, or such other officers of the Company as the Underwriters may agree, with respect to the notice of articles and articles of the Company, all resolutions of the board of directors of the Company relating to the Transaction Documents and the transactions contemplated hereby and thereby, the incumbency and specimen signatures of signing officers of the Company and such other matters as the Underwriters may reasonably request; (d) the Underwriters shall have received a certificate dated as of the Option Closing Date, addressed to the Underwriters and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, or such other officers of the Company as the Underwriters may agree, substantially in the form set out in Section 10(a); and (e) the Underwriters shall have received such other certificates, agreements, materials or documents as they may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares and the Broker Warrants issuable on the Option Closing Date and other matters related to the issuance of the Additional Shares.

Closing of the Over Allotment Option. The Underwriter’s Agents’ several, and not joint, nor joint and several, obligation to purchase complete the closing of the sale of any Additional Over-Allotment Shares on the Option Closing Date (in the event that the Over-Allotment Option to purchase the Additional Shares is exercised by the UnderwriterAgents) shall be subject to the accuracy of the representations and warranties of the Company contained in this Agreement as of the Option Closing Date and the performance by the Company of its obligations under this Agreement. The Company agrees to fulfil or cause to be fulfilled the following conditions: (a) the Underwriters Agents shall have received a favourable legal opinion dated the Option Closing Date, in form and substance satisfactory to counsel to the UnderwritersAgents, addressed to the Underwriters Agents from ▇▇▇▇▇▇▇▇ LLP, counsel to the Company; (b) the Underwriters Agents shall have received a letter dated as of the Option Closing Date, in form and substance satisfactory to the UnderwritersAgents, addressed to the Underwriters Agents and the directors of the Company from the Company’s Auditors confirming the continued accuracy of the comfort letter to be delivered to the Underwriters Agents pursuant to Section 4(a)(iii) with such changes as may be necessary to bring the information in such letter forward to a date not more than two Business Days prior to the Option Closing Date, which changes shall be acceptable to the Agents, acting reasonably; (c) the Agents shall have received a letter dated as of the Option Closing Date, in form and substance satisfactory to the Agents, addressed to the Agents and the directors of the Company from the Company’s Former Auditors confirming the continued accuracy of the comfort letter to be delivered to the Agents pursuant to Section 4(a)(iv) with such changes as may be necessary to bring the information in such letter forward to a date not more than two Business Days prior to the Option Closing Date, which changes shall be acceptable to the UnderwritersAgents, acting reasonably; (cd) the Underwriters Agents shall have received a certificate dated as of the Option Closing Date, addressed to the Underwriters Agents and signed by the Chief Executive Officer and Chief Financial Officer of the Company, or such other officers of the Company as the Underwriters Agents may agree, with respect to the notice of articles and articles constating documents of the Company, all resolutions of the board of directors of the Company relating to the Transaction Documents and the transactions contemplated hereby and thereby, the incumbency and specimen signatures of signing officers of the Company and such other matters as the Underwriters Agents may reasonably request; (de) the Underwriters Agents shall have received a certificate dated as of the Option Closing Date, addressed to the Underwriters Agents and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, or such other officers of the Company as the Underwriters Agents may agree, substantially in the form set out in Section 10(a9(a); and (ef) the Underwriters Agents shall have received such other certificates, agreements, materials or documents as they may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Over-Allotment Shares and the Broker Warrants issuable on the Option Closing Date and other matters related to the issuance of the Additional Over-Allotment Shares.

Closing of the Over Allotment Option. The Underwriter’s Underwriters' obligation to purchase any Additional Over-Allotment Shares on the Option Closing Date (in the event that the Over-Allotment Option to purchase the Additional Over-Allotment Shares is exercised by the UnderwriterUnderwriters) shall be subject to the accuracy of the representations and warranties of the Company contained in this Agreement as of the Option Closing Date and the performance by the Company of its obligations under this Agreement. The Company agrees to fulfil or cause to be fulfilled the following conditions: (a) the Underwriters shall have received a favourable legal opinion dated the Option Closing Date, in form and substance satisfactory to counsel to the Underwriters, addressed to the Underwriters from ▇▇▇▇▇▇▇▇ LLPForooghian + Company Law Corporation, counsel to the Company; (b) the Underwriters shall have received a letter dated as of the Option Closing Date, in form and substance satisfactory to the Underwriters, addressed to the Underwriters and the directors of the Company from the Company’s 's Auditors confirming the continued accuracy of the comfort letter to be delivered to the Underwriters pursuant to Section 4(a)(iv) with such changes as may be necessary to bring the information in such letter forward to a date not more than two Business Days prior to the Option Closing Date, which changes shall be acceptable to the Underwriters, acting reasonably; (c) the Underwriters shall have received a certificate dated as of the Option Closing Date, addressed to the Underwriters and signed by the Chief Executive Officer and Chief Financial Officer of the Company, or such other officers of the Company as the Underwriters may agree, with respect to the notice of articles and articles of the Company, all resolutions of the board of directors of the Company relating to the Transaction Documents and the transactions contemplated hereby and thereby, the incumbency and specimen signatures of signing officers of the Company and such other matters as the Underwriters may reasonably request; (d) the Underwriters shall have received a certificate dated as of the Option Closing Date, addressed to the Underwriters and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, or such other officers of the Company as the Underwriters may agree, substantially in the form set out in Section 10(a9(a); and (e) the Underwriters shall have received such other certificates, agreements, materials or documents as they may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Over-Allotment Shares and the Broker Compensation Warrants issuable on the Option Closing Date and other matters related to the issuance of the Additional Over-Allotment Shares.

Closing of the Over Allotment Option. The Underwriter’s 's obligation to purchase any Additional Shares on the Option Closing Date (in the event that the Over-Allotment Option to purchase the Additional Shares is exercised by the Underwriter) shall be subject to the accuracy of the representations and warranties of the Company contained in this Agreement as of the Option Closing Date and the performance by the Company of its obligations under this Agreement. The Company agrees to fulfil or cause to be fulfilled the following conditions: (a) the Underwriters Underwriter shall have received a favourable legal opinion dated the Option Closing Date, in form and substance satisfactory to counsel to the UnderwritersUnderwriter, addressed to the Underwriters Underwriter from ▇▇▇▇▇▇▇▇ LLPForooghian + Company Law Corporation, counsel to the Company; (b) the Underwriters Underwriter shall have received a letter dated as of the Option Closing Date, in form and substance satisfactory to the UnderwritersUnderwriter, addressed to the Underwriters Underwriter and the directors of the Company from the Company’s 's Auditors confirming the continued accuracy of the comfort letter to be delivered to the Underwriters Underwriter pursuant to Section 4(a)(iv) with such changes as may be necessary to bring the information in such letter forward to a date not more than two Business Days prior to the Option Closing Date, which changes shall be acceptable to the UnderwritersUnderwriter, acting reasonably; (c) the Underwriters Underwriter shall have received a certificate dated as of the Option Closing Date, addressed to the Underwriters Underwriter and signed by the Chief Executive Officer and Chief Financial Officer of the Company, or such other officers of the Company as the Underwriters Underwriter may agree, with respect to the notice of articles and articles of the Company, all resolutions of the board of directors of the Company relating to the Transaction Documents and the transactions contemplated hereby and thereby, the incumbency and specimen signatures of signing officers of the Company and such other matters as the Underwriters Underwriter may reasonably request; (d) the Underwriters Underwriter shall have received a certificate dated as of the Option Closing Date, addressed to the Underwriters Underwriter and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, or such other officers of the Company as the Underwriters Underwriter may agree, substantially in the form set out in Section 10(a9(a); and (e) the Underwriters Underwriter shall have received such other certificates, agreements, materials or documents as they may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares and the Broker Warrants issuable on the Option Closing Date and other matters related to the issuance of the Additional Shares.