Conditions Precedent to the Delivery of a Draw Down Notice. The Company may deliver a Draw Down Notice only if the following conditions have been satisfied (or waived by the Investor in writing): (a) the Company has been Listed successfully; (b) the Loan Shares relating to the relevant Draw Down Notice have been delivered to the reasonable satisfaction of the Investor, and are freely tradable and unrestricted and remain in the Investor’s account. (c) the Company has obtained all the Required Approvals (in a form reasonably acceptable to the Investor) and such Required Approvals shall be in full force and effect such that at least Shares equal to (i) two hundred per cent (200%) of the Draw Down Amount under the relevant Draw Down Notice and (ii) the number of Shares issuable pursuant to Warrants under Clause 3.5 may be duly allotted and issued to the Investor pursuant to this Agreement; (d) the Company shall have delivered, and the Investor shall have received originals, of this Agreement and the Promissory Note duly executed by the Company, and those agreements remain in full force and effect, enforceable against the Company in accordance with their terms and the Share Lender shall have delivered and the Investor shall have received an original of the Agreement for Share Lending Transactions duly executed by the Share Lender, and the Agreement for Share Lending Transactions shall remain in full force and effect, enforceable against the Share Lender in accordance with its terms; (e) the Company shall at each applicable Draw Down Notice Date, and shall thereafter during each applicable Draw Down Pricing Period, to the extent required, have obtained Listing approval from the Exchange in respect of such number of unissued Shares adequate for (i) allotting and issuing the Shares specified in a Closing Notice in respect of the applicable Draw Down Notice, and (ii) allotting and issuing the Shares issuable by the Company upon exercise of any Warrant, or to the order of the Investor pursuant to this Agreement; (f) the representations and warranties of the Company contained herein shall be true and correct in all respects as at the date made and as at the relevant Draw Down Notice Date as repeated at that time (except that representations and warranties that are expressed by their terms to be made, or by their nature are made, as at a specific date need be true and correct in all respects only as at such specific date); (g) the Company shall have performed, satisfied, and complied in all material respects with all covenants, agreements, and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the applicable Draw Down Notice Date; (h) Listing or Trading of Shares shall not have been suspended or subject to a real or imminent threat of suspension by the Exchange at any time during the thirty (30) Trading Days prior to the relevant Draw Down Notice Date, other than any suspension for the purpose of consummation or further reporting requirements/disclosure of any transaction for a period of not more than three (3) Trading Days in aggregate; (i) the delivery of the Draw Down Notice and the subscription and payment for the Shares under this Agreement: (i) shall not be prohibited or enjoined (temporarily or permanently) by any applicable law or governmental or other regulation; and (ii) shall not subject the Investor to any penalty, or in the Investor’s reasonable judgment, other onerous condition and/or obligations under or pursuant to any applicable law or governmental or other regulation to which the Investor is subject; (j) no event or circumstance has arisen or is threatening to arise which would entitle the Investor to terminate this Agreement in accordance with Clause 9.2 of this Agreement; (k) the Investor shall have given notice to the Company (and shall not have withdrawn the same) on or before the applicable Draw Down Notice Date that it has entered into an Agreement for Share Lending Transactions with respect to the lending and borrowing of Shares equal to one hundred per cent (100%) of the Draw Down Amount set forth in the relevant Draw Down Notice which may be borrowed from time to time by and on demand of the Investor. For the avoidance of any doubt, the Investor undertakes to give notice to the Company immediately after the Agreement for Share Lending Transactions is duly executed by the Investor and Share Lender; (l) the Investor has not given notice to the Company on or before the applicable Draw Down Notice Date that the Share Lender has failed to duly perform its obligations pursuant to the terms of the Agreement for Share Lending Transactions (which includes an obligation on the Share Lender to lend and deliver to the Investor such number of Shares which in aggregate equal one hundred per cent (100%) of the Draw Down Amount set forth in the relevant Draw Down Notice to be issued by the Company (or lesser number of Shares as the Investor shall elect from time to time)). In the event that the Investor has not received delivery of the Loan Shares or where the Loan Shares delivered by the Share Lender pursuant to an Offer (as defined in the Agreement for Share Lending Transactions) and received by the Investor are in aggregate less than one hundred per cent (100%) of the Draw Down Amount set forth in the relevant Draw Down Notice, the Investor shall be entitled, at its sole discretion, to elect to treat the relevant Draw Down Notice issued by the Company as null and void notwithstanding any other provision in this Agreement; and (m) the Company has delivered to each of the Investor and GYBL legal opinions addressed jointly to the Investor and GYBL from competent and experienced legal counsel of the Company qualified in the relevant Listing jurisdiction, in the agreed form, confirming, inter alia, that: (i) the Company is duly incorporated and validly existing under the laws of Delaware, and the Company has the necessary corporate power to enter into this Agreement and other transactions contemplated hereunder, and this Agreement is binding on it; (ii) each Share Lender who has entered into an Agreement for Share Lending Transactions with the Investor has full power and capacity to enter into such agreement and such agreement is in compliance with applicable regulations and is binding on such Share Lender; (iii) the entering into and performance of this Agreement, the delivery of the Draw Down Notice, and the grant and exercise of any Warrant do not violate applicable laws, the Listing Rules, or the Exchange Materials; (iv) the Shares of the Company are approved for Listing on the Exchange and such approval is in full force and effect and there are no restrictions imposed against the Company which would prevent it performing its obligations under this Agreement; (v) all corporate and other actions required by the Articles of Association and under applicable laws, the Listing Rules, and the Exchange Materials to authorise the execution, delivery, and performance by the Company of this Agreement and the transactions contemplated hereby or to ensure the validity and legality of this Agreement or its enforceability against the Company and the transactions contemplated hereunder has been duly undertaken; (vi) neither the Investor nor GYBL is required to obtain any consent, waiver, authorization, or order of, or make any filing or registration with any court or other local or other governmental or regulatory authority in connection with the execution, delivery, and performance by the Investor of this Agreement, the issue or transfer of Shares pursuant to a Closing Notice, or upon exercise of any Warrant or upon issue of Shares pursuant to any Warrant; (vii) neither the Investor nor GYBL will, by virtue of execution and performance of this Agreement, be liable to pay any taxes in the Listing jurisdiction and except as to any tax payable on the sale of Shares purchased hereunder or under any Warrant by either of them; (viii) with respect to this Agreement, the Draw Down Notice, and the Warrants, neither the Investor nor GYBL will be required to fulfil any registration or filing requirements or obtain any consent or approval under law or the Listing Rules or the Exchange Materials (but excluding requirements for the notification by the Investor of its interest in the Company’s share capital under applicable law); and (ix) the transfer of Shares pursuant to this Agreement under any Closing Notice or on the exercise of any Warrant is permissible under applicable laws, the Listing Rules, and the Exchange Materials, and the Shares so transferred will be (or are) Listed and Traded; provided that no legal opinion shall be required to be delivered in respect of a Draw Down Notice if the legal opinion delivered to the Investor and GYBL in respect of a previous Draw Down Notice shall remain current, applicable and effective (as reasonably determined by the Investor and GYBL), and be applicable to such Draw Down Notice to be issued.
Appears in 1 contract
Sources: Share Subscription Facility Agreement (Big Rock Partners Acquisition Corp.)
Conditions Precedent to the Delivery of a Draw Down Notice. The Company may deliver issue a Draw Down Notice only if the following conditions have been and remain satisfied (or waived by the Investor in writingwriting in respect of the relevant Draw Down Notice):
(a) the Company has been Listed successfully;
(b) the Loan Shares relating to the relevant Draw Down Notice have been delivered to the reasonable satisfaction of the Investor, and are freely tradable and unrestricted and remain in the Investor’s account.
(c) the Company has obtained all the Required Approvals (in a form reasonably acceptable to the Investor) and such Required Approvals shall be in full force and effect such that at least Shares equal to (i) two hundred per cent (200%) of the Draw Down Amount under the relevant Draw Down Notice and (ii) the number of Shares issuable pursuant to Warrants under Clause 3.5 may be duly allotted and issued to the Investor pursuant to this Agreement;
(d) the Company shall have delivered, and the Investor shall have received originals, of this Agreement and the Promissory Note duly executed by the Company, and those agreements remain in full force and effect, enforceable against the Company in accordance with their terms and the Share Lender Lenders shall have delivered and the Investor shall have received an original of the this Agreement for Share Lending Transactions duly executed by the Share LenderLenders, and the this Agreement for Share Lending Transactions shall remain in full force and effect, enforceable against the Share Lender Lenders in accordance with its terms;
(eb) the Share Lenders shall have delivered the Common Shares, free trading and unrestricted, to which the Draw Down Notice relates in electronic form into the account of the Investor
(c) the Promissory Note has been duly executed and delivered to the Investor;
(d) the Company shall at each applicable Draw Down Notice Date, and shall thereafter during each applicable Draw Down Pricing Period, to has obtained all the extent required, have obtained Listing approval from the Exchange in respect of such number of unissued Shares adequate for (i) allotting and issuing the Shares specified in a Closing Notice Required Approvals in respect of the applicable particular placement (in a form reasonably acceptable to the Investor) and such Required Approvals are in full force and effect such that 200 per cent of the number of Common Shares contemplated by the Draw Down NoticeNotice (or, if 90 per cent of the Closing Price on the Trading Day on which a Draw Down Notice is sent when (i) multiplied by 200 per cent of the number of Common Shares contemplated by the Draw Down Notice and (ii) allotting and issuing added to the aggregate Purchase Price of all Common Shares issuable already issued pursuant to Closing Notices would exceed CDN$210,000,000, such smaller number of Common Shares (being not less than 100 per cent of the number of Common Shares contemplated by the Company upon exercise Draw Down Notice) as is capable of any Warrant, or being issued without exceeding such CDN$210,000,000 limit) may be duly allotted and issued to the order Investor;
(e) the issuance of Common Shares to the Investor pursuant will not require the Company to this Agreementobtain the approval of its shareholders;
(f) the Common Shares remain Listed on the Exchange;
(g) the representations and warranties of the Company contained herein shall be are true and correct in all material respects as at the date made and as at of the relevant Draw Down Notice Date Subscription Day as repeated at that time by and with respect to the Company (except that representations and warranties that are expressed by their terms to be made, or by their nature are made, made as at of a specific date need be true and correct in all respects only as at of such specific date);
(gh) the Company shall and each Share Lender, have performed, satisfied, satisfied and complied in all material respects with all covenants, agreementsobligations, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company or the Share Lender (as the case may be) at or prior to the applicable date of the Draw Down Notice Date;
(h) Listing or Trading of Shares shall not have been suspended or subject to a real or imminent threat of suspension by the Exchange at any time during the thirty (30) Trading Days prior to the relevant Draw Down Notice Date, other than any suspension for the purpose of consummation or further reporting requirements/disclosure of any transaction for a period of not more than three (3) Trading Days in aggregateNotice;
(i) the delivery of the Draw Down Notice and the subscription and payment for the Shares under this Agreement: (i) shall not be prohibited no inquiry, investigation or enjoined (temporarily other proceeding, whether formal or permanently) informal, has been commenced, announced or threatened, no order has been issued by any applicable governmental or regulatory organisation or stock exchange and there has been no change of law or governmental or other regulation; and (ii) shall not subject the Investor to any penalty, or in the Investor’s reasonable judgment, other onerous condition and/or obligations under or pursuant to any applicable law or governmental or other regulation to which the Investor is subject;
(j) no event or circumstance has arisen or is threatening to arise which would entitle the Investor to terminate this Agreement in accordance with Clause 9.2 of this Agreement;
(k) the Investor shall have given notice to the Company (and shall not have withdrawn the same) on or before the applicable Draw Down Notice Date that it has entered into an Agreement for Share Lending Transactions with respect to the lending and borrowing of Shares equal to one hundred per cent (100%) of the Draw Down Amount set forth in the relevant Draw Down Notice which may be borrowed from time to time by and on demand of the Investor. For the avoidance of any doubt, the Investor undertakes to give notice to the Company immediately after the Agreement for Share Lending Transactions is duly executed by the Investor and Share Lender;
(l) the Investor has not given notice to the Company on or before the applicable Draw Down Notice Date that the Share Lender has failed to duly perform its obligations pursuant to the terms of the Agreement for Share Lending Transactions (which includes an obligation on the Share Lender to lend and deliver to the Investor such number of Shares which in aggregate equal one hundred per cent (100%) of the Draw Down Amount set forth in the relevant Draw Down Notice to be issued by the Company (or lesser number of Shares as the Investor shall elect from time to time)). In the event that the Investor has not received delivery of the Loan Shares or where the Loan Shares delivered by the Share Lender pursuant to an Offer (as defined in the Agreement for Share Lending Transactions) and received by the Investor are in aggregate less than one hundred per cent (100%) of the Draw Down Amount set forth in the relevant Draw Down Notice, the Investor shall be entitled, at its sole discretion, to elect to treat the relevant Draw Down Notice issued by the Company as null and void notwithstanding any other provision in this Agreement; and
(m) the Company has delivered to each of the Investor and GYBL legal opinions addressed jointly to the Investor and GYBL from competent and experienced legal counsel of the Company qualified in the relevant Listing jurisdiction, in the agreed form, confirming, inter alia, that:
(i) the Company is duly incorporated and validly existing under the laws of Delaware, and the Company has the necessary corporate power to enter into this Agreement and other transactions contemplated hereunder, and this Agreement is binding on it;
(ii) each Share Lender who has entered into an Agreement for Share Lending Transactions with the Investor has full power and capacity to enter into such agreement and such agreement is in compliance with applicable regulations and is binding on such Share Lender;
(iii) the entering into and performance of this Agreement, the delivery of the Draw Down Notice, and the grant and exercise of any Warrant do not violate applicable laws, the Listing Rulespolicy, or the Exchange Materials;
(iv) the Shares of the Company are approved for Listing interpretation or administration thereof, which operates or could operate to prevent, suspend, hinder, delay, restrict or otherwise have a significant adverse effect on the Exchange and such approval is in full force and effect and there are no restrictions imposed against the Company which would prevent it performing its obligations under this Agreement;
(v) all corporate and other actions required by the Articles of Association and under applicable laws, the Listing Rules, and the Exchange Materials to authorise the execution, delivery, and performance by the Company of this Agreement and the transactions contemplated hereby or to ensure by the validity and legality of this Agreement or its enforceability against the Company and the transactions contemplated hereunder has been duly undertaken;
(vi) neither the Investor nor GYBL is required to obtain any consent, waiver, authorization, or order of, or make any filing or registration with any court or other local or other governmental or regulatory authority in connection with the execution, delivery, and performance by the Investor of this Agreement, the issue or transfer of Shares pursuant to which could have a Closing Notice, or upon exercise of any Warrant or upon issue of Shares pursuant to any Warrant;
(vii) neither the Investor nor GYBL will, by virtue of execution and performance of this Agreement, be liable to pay any taxes in the Listing jurisdiction and except as to any tax payable material adverse effect on the sale of Shares purchased hereunder or under any Warrant by either of themInvestor;
(viii) with respect to this Agreement, the Draw Down Notice, and the Warrants, neither the Investor nor GYBL will be required to fulfil any registration or filing requirements or obtain any consent or approval under law or the Listing Rules or the Exchange Materials (but excluding requirements for the notification by the Investor of its interest in the Company’s share capital under applicable law); and
(ix) the transfer of Shares pursuant to this Agreement under any Closing Notice or on the exercise of any Warrant is permissible under applicable laws, the Listing Rules, and the Exchange Materials, and the Shares so transferred will be (or are) Listed and Traded; provided that no legal opinion shall be required to be delivered in respect of a Draw Down Notice if the legal opinion delivered to the Investor and GYBL in respect of a previous Draw Down Notice shall remain current, applicable and effective (as reasonably determined by the Investor and GYBL), and be applicable to such Draw Down Notice to be issued.
Appears in 1 contract
Sources: Share Subscription Agreement (Western Magnesium Corp.)
Conditions Precedent to the Delivery of a Draw Down Notice. The Resulting Company may deliver issue a Draw Down Notice only if the following conditions have been and remain satisfied (or waived by the Investor in writingwriting in respect of the relevant Draw Down Notice):
(a) the Company The RTO has been Listed successfullycompleted to the satisfaction of the Investor, acting reasonably;
(b) To the Loan Shares relating to the relevant Draw Down Notice have been delivered to the reasonable satisfaction of the Investor, the Resulting Company (if it is not the Company) has intervened into this Agreement and are freely tradable and unrestricted and remain in the Investor’s account.become a party hereto;
(c) the Company has obtained all the Required Approvals (in a form reasonably acceptable to the Investor) and such Required Approvals shall be in full force and effect such that at least Shares equal to (i) two hundred per cent (200%) of the Draw Down Amount under the relevant Draw Down Notice and (ii) the number of Shares issuable pursuant to Warrants under Clause 3.5 may be duly allotted and issued to the Investor pursuant to this Agreement;
(d) the Company shall have delivered, and the Investor shall have received originals, of this Agreement and the Promissory Note duly executed by the Company, and those agreements remain in full force and effect, enforceable against the Company and the Resulting Company in accordance with their terms and the Share Lender Lenders shall have delivered and the Investor shall have received an original of the this Agreement for Share Lending Transactions duly executed by the Share LenderLenders, and the this Agreement for Share Lending Transactions shall remain in full force and effect, enforceable against the Share Lender Lenders in accordance with its terms;
(d) the Share Lenders shall have delivered the Common Shares, free trading and unrestricted, to which the Draw Down Notice relates in electronic form into the account of the Investor;
(e) the Company shall at each applicable Draw Down Notice Date, Promissory Note has been duly executed and shall thereafter during each applicable Draw Down Pricing Period, delivered to the extent required, have Investor;
(f) the Resulting Company has obtained Listing approval from all the Exchange in respect of such number of unissued Shares adequate for (i) allotting and issuing the Shares specified in a Closing Notice Required Approvals in respect of the applicable particular placement (in a form reasonably acceptable to the Investor) and such Required Approvals are in full force and effect such that 200 per cent of the number of Common Shares contemplated by the Draw Down NoticeNotice (or, if 90 per cent of the Closing Price on the Trading Day on which a Draw Down Notice is sent when (i) multiplied by 200 per cent of the number of Common Shares contemplated by the Draw Down Notice and (ii) allotting and issuing added to the aggregate Purchase Price of all Common Shares issuable already issued pursuant to Closing Notices would exceed CDN $100,000,000, such smaller number of Common Shares (being not less than 50 per cent of the number of Common Shares contemplated by the Company upon exercise Draw Down Notice) as is capable of any Warrant, or being issued without exceeding such CDN $100,000,000 limit) may be duly allotted and issued to the order of the Investor pursuant to this AgreementInvestor;
(fg) the issuance of Common Shares to the Investor will not require the Company to obtain the approval of its shareholders;
(h) the Common Shares remain Listed on the Exchange;
(i) the representations and warranties of the Company and the Resulting Company contained herein shall be are true and correct in all material respects as at the date made and as at of the relevant Draw Down Notice Date Subscription Day as repeated at that time by and with respect to the Company and the Resulting Company (except that representations and warranties that are expressed by their terms to be made, or by their nature are made, made as at of a specific date need be true and correct in all respects only as at of such specific date);
(gj) the Company shall and the Resulting Company and each Share Lender, have performed, satisfied, satisfied and complied in all material respects with all covenants, agreementsobligations, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company and the Resulting Company or the Share Lender (as the case may be) at or prior to the applicable date of the Draw Down Notice DateNotice;
(hk) no inquiry, investigation or other proceeding, whether formal or informal, has been commenced, announced or threatened, no order has been issued by any governmental or regulatory organisation or stock exchange and there has been no change of law or policy, or the interpretation or administration thereof, which operates or could operate to prevent, suspend, hinder, delay, restrict or otherwise have a significant adverse effect on the transactions contemplated by the Agreement or which could have a material adverse effect on the Investor;
(l) Listing or Trading of the Common Shares shall has not have been suspended or subject threatened to a real or imminent threat of suspension be suspended by the Exchange at any time during the thirty (30) 20 Trading Days prior to the relevant Draw Down Notice Date, other than any suspension for the purpose of consummation or further reporting requirements/disclosure of any transaction for a period of not more than three (3) Trading Days in aggregateSubscription Day;
(im) there shall have been no reasonable allegation of fraud committed by or on the delivery part of the Draw Down Notice Company or the Resulting Company, their officers, directors or shareholders and the subscription and payment for the Shares under this Agreement: (i) shall not be prohibited affiliates or enjoined (temporarily their respective officers or permanently) by any applicable law or governmental or other regulation; and (ii) shall not subject the Investor to any penalty, or in the Investor’s reasonable judgment, other onerous condition and/or obligations under or pursuant to any applicable law or governmental or other regulation to which the Investor is subjectdirectors;
(jn) no event Material Adverse Event or circumstance Material Change in Ownership has arisen occurred or is threatening reasonably expected to arise which would entitle the Investor to terminate this Agreement in accordance with Clause 9.2 of this Agreement;
(k) the Investor shall have given notice to the Company (and shall not have withdrawn the same) on or before the applicable Draw Down Notice Date that it has entered into an Agreement for Share Lending Transactions with respect to the lending and borrowing of Shares equal to one hundred per cent (100%) of the Draw Down Amount set forth in the relevant Draw Down Notice which may be borrowed from time to time by and on demand of the Investor. For the avoidance of any doubt, the Investor undertakes to give notice to the Company immediately after the Agreement for Share Lending Transactions is duly executed by the Investor and Share Lender;
(l) the Investor has not given notice to the Company on or before the applicable Draw Down Notice Date that the Share Lender has failed to duly perform its obligations pursuant to the terms of the Agreement for Share Lending Transactions (which includes an obligation on the Share Lender to lend and deliver to the Investor such number of Shares which in aggregate equal one hundred per cent (100%) of the Draw Down Amount set forth in the relevant Draw Down Notice to be issued by the Company (or lesser number of Shares as the Investor shall elect from time to time)). In the event that the Investor has not received delivery of the Loan Shares or where the Loan Shares delivered by the Share Lender pursuant to an Offer (as defined in the Agreement for Share Lending Transactions) and received by the Investor are in aggregate less than one hundred per cent (100%) of the Draw Down Amount set forth in the relevant Draw Down Notice, the Investor shall be entitled, at its sole discretion, to elect to treat the relevant Draw Down Notice issued by the Company as null and void notwithstanding any other provision in this Agreementoccur; and
(mo) the Company has delivered to each of the Investor and GYBL legal opinions addressed jointly to the Investor and GYBL from competent and experienced legal counsel of the Company qualified in the relevant Listing jurisdiction, in the agreed form, confirming, inter alia, that:
(i) the Company is duly incorporated and validly existing under the laws of Delaware, and the Company has the necessary corporate power to enter into this Agreement and other transactions contemplated hereunder, and this Agreement is binding on it;
(ii) each Share Lender who has entered into an Agreement for Share Lending Transactions with the Investor has full power and capacity to enter into such agreement and such agreement is in compliance with applicable regulations and is binding on such Share Lender;
(iii) the entering into and performance of this Agreement, the delivery of the Draw Down Notice, and the grant and exercise of any Warrant do Maximum has not violate applicable laws, the Listing Rules, or the Exchange Materials;
(iv) the Shares of the Company are approved for Listing on the Exchange and such approval is in full force and effect and there are no restrictions imposed against the Company which would prevent it performing its obligations under this Agreement;
(v) all corporate and other actions required by the Articles of Association and under applicable laws, the Listing Rules, and the Exchange Materials to authorise the execution, delivery, and performance by the Company of this Agreement and the transactions contemplated hereby or to ensure the validity and legality of this Agreement or its enforceability against the Company and the transactions contemplated hereunder has been duly undertaken;
(vi) neither the Investor nor GYBL is required to obtain any consent, waiver, authorization, or order of, or make any filing or registration with any court or other local or other governmental or regulatory authority in connection with the execution, delivery, and performance by the Investor of this Agreement, the issue or transfer of Shares pursuant to a Closing Notice, or upon exercise of any Warrant or upon issue of Shares pursuant to any Warrant;
(vii) neither the Investor nor GYBL will, by virtue of execution and performance of this Agreement, be liable to pay any taxes in the Listing jurisdiction and except as to any tax payable on the sale of Shares purchased hereunder or under any Warrant by either of them;
(viii) with respect to this Agreement, the Draw Down Notice, and the Warrants, neither the Investor nor GYBL will be required to fulfil any registration or filing requirements or obtain any consent or approval under law or the Listing Rules or the Exchange Materials (but excluding requirements for the notification by the Investor of its interest in the Company’s share capital under applicable law); and
(ix) the transfer of Shares pursuant to this Agreement under any Closing Notice or on the exercise of any Warrant is permissible under applicable laws, the Listing Rules, and the Exchange Materials, and the Shares so transferred will be (or are) Listed and Traded; provided that no legal opinion shall be required to be delivered in respect of a Draw Down Notice if the legal opinion delivered to the Investor and GYBL in respect of a previous Draw Down Notice shall remain current, applicable and effective (as reasonably determined by the Investor and GYBL), and be applicable to such Draw Down Notice to be issuedreached.
Appears in 1 contract
Sources: Share Subscription Agreement (Global Crossing Airlines Group Inc.)