Delivery of Certificates. (i) The Agents shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents (and, if necessary for opinion purposes, counsel to the Agents) and signed by officers of the Corporation acceptable to the Agents, acting reasonably, with respect to the constating documents of the Corporation, no proceedings to voluntarily wind-up or dissolve, all resolutions of the board of directors of the Corporation relating to this Agreement, the Debenture Documentation and the transactions contemplated by this Agreement and the Debenture Documentation and the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Agents may reasonably request. (ii) The Agents shall have received at the Closing Time a certificate of good standing of the Corporation. (iii) The Agents shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents and counsel to the Agents and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer or other officers of the Corporation acceptable to the Agents, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiry: (A) the Corporation has complied with and satisfied all terms and conditions of this Agreement, the Debenture Documentation and the Subscription Agreements on its part to be complied with or satisfied at or prior to the Closing Time; (B) the representations and warranties of the Corporation contained in this Agreement, the Debenture Documentation and the Subscription Agreements are true and correct at the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement and the Debenture Documentation; (C) the responses provided by the Corporation at the Due Diligence Session are true and correct and would not be different in any material respect if the Due Diligence Session were held immediately prior to the Closing Time; (D) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement and the Debenture Documentation, the offering and sale of the Debentures in the Selling Jurisdictions in Canada and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date); (E) no order, ruling or determination having the effect of suspending the sale of or cease trading the Debentures or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporation, contemplated or threatened under any Applicable Securities Laws or by any other regulatory authority; and (F) such other matters as may be reasonably requested by the Agents or the Agents’ Counsel.
Appears in 3 contracts
Sources: Agency Agreement (Aralez Pharmaceuticals Inc.), Agency Agreement (Aralez Pharmaceuticals Inc.), Agency Agreement (Aralez Pharmaceuticals Inc.)
Delivery of Certificates. (i) The Agents Underwriter shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents (and, if necessary for opinion purposes, Underwriter and counsel to the Agents) and Underwriter signed by appropriate officers of the Corporation acceptable Company, in form and substance satisfactory to the AgentsUnderwriter, acting reasonably, with respect to the constating documents and by-laws of the Corporation, no proceedings to voluntarily wind-up or dissolveCompany (and of each of the Material Subsidiaries), all resolutions of the board of directors of the Corporation Company relating to this Agreement, the Debenture Documentation and the transactions contemplated by this Agreement and the Debenture Documentation and the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Agents may reasonably requestCompany.
(ii) The Agents shall have received at the Closing Time a certificate of good standing of the Corporation.
(iii) The Agents Underwriter shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents and counsel to the Agents Underwriter and signed on behalf of the Corporation Company by the Chief Executive Officer and the Chief Financial Officer of the Company or other senior officers of the Corporation Company acceptable to the AgentsUnderwriter, certifying for and on behalf of the Corporation Company (and without personal liability, ) after having made due enquiryenquiry and after having examined the Offering Documents that:
(A) since the Corporation date of this Agreement, there has been no Material Adverse Change and no material transaction has been entered into by the Company or the Subsidiaries other than as disclosed in the Final Offering Documents;
(B) the Final Offering Documents (except any information, statement or omission relating solely to the Underwriter made in reliance upon and in conformity with written information furnished to the Company by the Underwriter specifically for use in the Final Offering Documents) (i) do not contain a misrepresentation; (ii) in the case of the Canadian Final Prospectus do contain full, true and plain disclosure of all material facts relating to the Company and the Securities; (iii) do not contain an untrue statement of a material fact or omit to state a material fact that is required to be stated or that is necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(C) no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Securities or any other securities of the Company has been issued by any regulatory authority or governmental entity in Canada or the United States, and no proceedings for that purpose has been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority or governmental entity in Canada or the United States;
(D) the Company has complied in all material respects with and satisfied all the covenants, terms and conditions of this Agreement, the Debenture Documentation and the Subscription Agreements Agreement on its part to be complied with or satisfied at or prior to the Closing Time;; and
(BE) the representations and warranties of the Corporation Company contained in this Agreement, the Debenture Documentation and the Subscription Agreements Agreement are true and correct at in all material respects as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement Agreement, except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they will be true and correct in all material respects as of that date only, and except in respect of any representations and warranties that are subject to a materiality qualification in which case they will be true and correct in all respects.
(iii) The Underwriter and the Debenture DocumentationCompany shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Underwriter and the Company and signed by appropriate officers or other representative (including the holder of a power of attorney) of the Selling Shareholder’s general partner, for and on behalf of the Selling Shareholder (without personal liability), with respect to:
(A) all resolutions of the general partner of the Selling Shareholder relating to this Agreement, the incumbency and specimen signatures of signing officers of the general partner of the Selling Shareholder, and the following matters:
(B) the signatories of such certificate have carefully examined the Selling Shareholder Matters in the Final Offering Documents and this Agreement;
(C) the responses provided by representations and warranties of the Corporation at the Due Diligence Session Selling Shareholder contained in this Agreement are true and correct and would not be different in any all material respect if the Due Diligence Session were held immediately prior to respects as of the Closing Time;, with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement, except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they will be true and correct as of that date only and in respect of any representations and warranties that are subject to a materiality qualification, in which case, they will be true and correct in all respects; and
(D) the Corporation Selling Shareholder has made and/or obtained, complied in all material respects with the terms and conditions of this Agreement on its part to be complied with at or prior to the Closing Time, all necessary filings, approvals, consents .
(iv) The Underwriter shall have received on the date hereof and acceptances of applicable regulatory authorities at the Closing Time a certificate in form and under any applicable agreement or document substance satisfactory to which the Corporation is a party or Underwriter addressed to the Underwriter and signed by which it is bound, required for the execution and delivery of this Agreement and the Debenture Documentation, the offering and sale Chief Financial Officer of the Debentures Company with respect to certain financial information contained in the Selling Jurisdictions in Canada and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date);
(E) no order, ruling or determination having the effect of suspending the sale of or cease trading the Debentures or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporation, contemplated or threatened under any Applicable Securities Laws or by any other regulatory authority; and
(F) such other matters as may be reasonably requested by the Agents or the Agents’ CounselOffering Documents.
Appears in 3 contracts
Sources: Underwriting Agreement (BRP Inc.), Underwriting Agreement (BRP Inc.), Underwriting Agreement (BRP Inc.)
Delivery of Certificates. (i) The Agents shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents (and, if necessary for opinion purposes, counsel to the Agents) and signed by officers of the Corporation acceptable to the Agents, acting reasonably, with respect to the constating documents of the Corporation, no proceedings to voluntarily wind-up or dissolve, all resolutions of the board of directors of the Corporation relating to this Agreement, the Debenture Documentation and the transactions contemplated by this Agreement and the Debenture Documentation and the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Agents may reasonably request.
(ii) The Agents shall have received at the Closing Time a certificate of good standing of the Corporation.
(iii) The Agents shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents and counsel to the Agents and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer or other officers of the Corporation acceptable to the Agents, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiry:
On (A) the Corporation has complied with Capital Increase Registration Date, and satisfied all terms and conditions of this Agreement, the Debenture Documentation and the Subscription Agreements on its part to be complied with or satisfied at or prior to the Closing Time;
(B) promptly after each (i) date on which the representations and warranties Registration Statement shall be amended or a new registration statement relating to the Placement ADSs shall become effective or the Prospectus shall be amended or supplemented (other than (1) by an amendment or supplement providing solely for the determination of the Corporation terms of securities, including the Placement ADSs, (2) in connection with the filing of a Prospectus Supplement that contains solely the information referred to in Section 4(n) hereof, or (3) in connection with the filing of any Current Report on Form 6-K (other than an Earnings 6-K) (each such date, a “Registration Statement Amendment Date”), (ii) date on which an Earnings 6-K shall be filed with the Commission as contemplated by Section 3(h) hereof (a “Company Earnings Report Date”) and (iii) Company Periodic Report Date, and (C) promptly after each reasonable request by the Agent (each date of any such request by the Agent, a “Request Date”), the Company will furnish or cause to be furnished to the Agent, an officers’ certificate, dated such Capital Increase Registration Date, such Registration Statement Amendment Date, such Company Earnings Report Date, such Company Periodic Report Date or such Request Date, as the case may be, in form and substance reasonably satisfactory to the Agent, to the effect that the statements contained in this Agreementeach of the officers’ certificate referred to in Section 6(g) hereof, the Debenture Documentation Depositary’s certificate referred to in Section 6(j) and the Subscription Agreements secretary’s certificate referred to in Section 6(n) hereof that were last furnished to the Agent are true and correct at as of the Closing Time with the same force and effect date of such certificate as if though made at and as of the Closing Time after giving effect date of such certificate (except that such statements shall be deemed to relate to the transactions contemplated by this Agreement Registration Statement, the General Disclosure Package and the Debenture Documentation;
(C) the responses provided by the Corporation Prospectus as amended and supplemented at the Due Diligence Session are true date of such certificate) or, in lieu of such certificate, certificates of the same tenor as the certificate referred to in Section 6(g)hereof, but modified as necessary to relate to the Registration Statement, the General Disclosure Package and correct the Prospectus as amended and would not be different in any material respect supplemented at the date of each such certificate. Notwithstanding the foregoing, if the Due Diligence Session were held immediately prior Company subsequently decides to sell Placement ADSs following any such Registration Statement Amendment Date, such Company Earnings Report Date or such Company Periodic Report Date when the Company relied on such waiver and did not provide the Agent a certificate pursuant to clause (B) of the first sentence of this Section 4(o), the Company shall promptly provide the Agent with such certificate. As used in this Section 4(o), to the Closing Time;
(D) the Corporation has made and/or obtainedextent there shall be a sale of Placement ADSs on or following any Registration Statement Amendment Date, on Company Earnings Report Date, Company Periodic Report Date or Request Date, “promptly” shall be deemed to be at or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required Applicable Time for the execution and delivery of this Agreement and the Debenture Documentation, the offering and sale of the Debentures in the Selling Jurisdictions in Canada and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date);
(E) no order, ruling or determination having the effect of suspending the sale of or cease trading the Debentures or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporation, contemplated or threatened under any Applicable Securities Laws or by any other regulatory authority; and
(F) such other matters as may be reasonably requested by the Agents or the Agents’ Counselsale.
Appears in 2 contracts
Sources: Sales Agency Agreement (Jumia Technologies AG), Sales Agency Agreement (Jumia Technologies AG)
Delivery of Certificates. (i) The Agents Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents (and, if necessary for opinion purposes, Underwriters and counsel to the Agents) Underwriters and signed by the President and Chief Executive Officer and the Chief Financial Officer of Pretivm or other officers of the Corporation Pretivm acceptable to the Agents, acting reasonablyUnderwriters, with respect to the constating documents of the Corporation, no proceedings to voluntarily wind-up or dissolvePretivm, all resolutions of the board of directors of the Corporation Directors relating to this Agreement, the Debenture Documentation Prospectus and the transactions contemplated by this Agreement and the Debenture Documentation and Related Agreements to which Pretivm is a party, the incumbency and specimen signatures of signing officers of the Corporation Pretivm and such other matters as the Agents Underwriters may reasonably request.
(ii) The Agents Underwriters shall have received at the Closing Time a certificate of good standing of the Corporation.
(iii) The Agents shall have received at the Closing Time a certificate Pretivm dated the Closing Date, addressed to the Agents Underwriters and counsel to the Agents Underwriters and signed on behalf of the Corporation Pretivm by the President and Chief Executive Officer and the Chief Financial Officer of Pretivm or other officers of the Corporation Pretivm acceptable to the AgentsUnderwriters, certifying for and on behalf of the Corporation and without personal liabilityPretivm, after having made due enquiryinquiry and after having carefully examined the Prospectus and any Prospectus Amendments, that:
(A) since the Corporation respective dates as of which information is given in the Final Prospectus, as amended by any Prospectus Amendments, that (A) there has complied with been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, liabilities (absolute, accrued, contingent or otherwise), capital, operations, financial condition, properties, prospects or assets of Pretivm or Pretivm Exploration, and satisfied all terms and conditions (B) no transaction has been entered into by any of this AgreementPretivm which is material to Pretivm, other than as disclosed in the Debenture Documentation and Final Prospectus or the Subscription Agreements on its part to be complied with or satisfied at or prior to Prospectus Amendments, as the Closing Timecase may be;
(B) the representations and warranties of the Corporation contained in this Agreement, the Debenture Documentation and the Subscription Agreements are true and correct at the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement and the Debenture Documentation;
(C) the responses provided by the Corporation at the Due Diligence Session are true and correct and would not be different in any material respect if the Due Diligence Session were held immediately prior to the Closing Time;
(D) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement and the Debenture Documentation, the offering and sale of the Debentures in the Selling Jurisdictions in Canada and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date);
(E) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of or cease trading the Debentures Units, or any other securities of the Corporation Pretivm has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporationofficers, after due inquiry, contemplated or threatened under any Applicable of the Canadian Securities Laws or by any other regulatory authority;
(C) Pretivm has complied with the terms and conditions of this Agreement on its part to be complied with up to and as of the Closing Time;
(D) the representations and warranties of Pretivm contained in this Agreement and in any certificate or other document delivered pursuant to or in connection with this Agreement are true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement;
(E) none of the Related Agreements have been amended (and no amendments are contemplated) and no conditions therein have been waived or are unsatisfied by any of the parties thereto; and
(F) such other matters as the Underwriters may be reasonably requested request.
(iii) The Underwriters shall have received at the Closing Time a certificate of Silver Standard dated the Closing Date, addressed to the Underwriters and counsel to the Underwriters and signed on behalf of Silver Standard by the Agents President and Chief Executive Officer and the Chief Financial Officer of Silver Standard or other officers of Silver Standard acceptable to the Agents’ CounselUnderwriters, certifying for and on behalf of Silver Standard, after having made due inquiry and after having carefully examined the Prospectus and any Prospectus Amendments, that:
(A) Silver Standard has complied with the terms and conditions of this Agreement on its part to be complied with up to and as of the Closing Time; and
(B) the representations and warranties of Silver Standard contained in this Agreement and in any certificate or other document delivered pursuant to or in connection with this Agreement are true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Silver Standard Resources Inc), Underwriting Agreement (Pretium Resources Inc.)
Delivery of Certificates. (i) The Agents Underwriters shall have received at the Closing Time certificates dated the Closing Date, addressed to the Underwriters (and, if necessary for opinion purposes, counsel to the Underwriters) and signed by officers of the Company acceptable to the Underwriters, acting reasonably, with respect to the constating documents of the Company, the absence of proceedings taken regarding dissolution, all resolutions of the board of directors of the Company relating to this Agreement and related matters, the incumbency and specimen signatures of signing officers of the Company and such other matters as the Underwriters may reasonably request.
(ii) The Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents (and, if necessary for opinion purposes, counsel to the Agents) and signed by officers of the Corporation acceptable to the Agents, acting reasonably, with respect to the constating documents of the Corporation, no proceedings to voluntarily wind-up or dissolve, all resolutions of the board of directors of the Corporation relating to this Agreement, the Debenture Documentation and the transactions contemplated by this Agreement and the Debenture Documentation and the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Agents may reasonably request.
(ii) The Agents shall have received at the Closing Time a certificate of good standing of the Corporation.
(iii) The Agents shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents Underwriters and counsel to the Agents Underwriters and signed on behalf of the Corporation Company by the Chief Executive Officer and the Chief Financial Officer or other officers of the Corporation Company acceptable to the AgentsJoint Active Bookrunners, acting reasonably, certifying for and on behalf of the Corporation Company and without personal liability, after having made due enquiryenquiry and after having carefully examined the Offering Documents and any Offering Document Amendments:
(A) that since the Corporation respective dates as of which information is given in the Offering Documents, as amended by any Offering Document Amendments (1) there has been no Material Adverse Change, and (2) no transaction has been entered into by any of the Company or its Subsidiaries which is material to the Company and its Subsidiaries taken as a whole, other than as disclosed in the Offering Documents or the Offering Document Amendments, as the case may be;
(B) that no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of the Company has been issued by any Governmental Authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any of the Applicable Securities Laws or by any Governmental Authority;
(C) that the Company has complied in all material respects with and satisfied all the terms and conditions of this Agreement, the Debenture Documentation and the Subscription Agreements Agreement on its part to be complied with or satisfied at or prior up to the Closing Time;; and
(BD) that the representations and warranties of the Corporation Company contained in this Agreement, the Debenture Documentation and the Subscription Agreements Agreement are true and correct at as of the Closing Time in all material respects (except for such representations and warranties of the Company qualified by materiality or which refer to a Material Adverse Effect, which shall be true and correct in all respects) with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement Agreement, except in respect of any representations and the Debenture Documentation;
(C) the responses provided by the Corporation at the Due Diligence Session warranties that are to be true and correct as of a specified date, in which case they will be true and would not be different correct in any material respect if the Due Diligence Session were held immediately prior to the Closing Time;
(D) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances respects as of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement and the Debenture Documentation, the offering and sale of the Debentures in the Selling Jurisdictions in Canada and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date);
(E) no order, ruling or determination having the effect of suspending the sale of or cease trading the Debentures or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporation, contemplated or threatened under any Applicable Securities Laws or by any other regulatory authority; and
(F) such other matters as may be reasonably requested by the Agents or the Agents’ Counseldate only.
Appears in 2 contracts
Sources: Underwriting Agreement (Boyd Group Services Inc.), Underwriting Agreement (Boyd Group Services Inc.)
Delivery of Certificates. (i) The At the Closing Time, the Agents shall have received at the Closing Time a certificate certificates dated the Closing Date, signed by an appropriate officer of the Corporation and each Guarantor and addressed to the Agents (and, if necessary for opinion purposes, counsel to the Agents) and signed by officers of the Corporation acceptable to the Agents, acting reasonablytheir counsel, with respect to the constating documents of the Corporation, no proceedings to voluntarily wind-up or dissolveCorporation and each Guarantor, all resolutions of the board of directors of the Corporation and each Guarantor relating to this Agreementthe Offered Securities or any of the Offering Documents, the Debenture Documentation and Merger Agreement or the transactions contemplated by this Agreement and the Debenture Documentation and Exchange Offer, the incumbency and specimen signatures of signing officers of the Corporation and with respect to such other matters as the Agents may reasonably request.
(ii) The At the Closing Time, the Agents shall have received at the Closing Time a certificate of good standing signed on behalf of the CorporationCorporation by its Chief Financial Officer certifying that (1) the Corporation has complied with, and has performed, observed and satisfied, as applicable, all terms, conditions, covenants and agreements required to have been complied with, or performed, observed or satisfied, as applicable, by the Corporation under this Agreement and the Subscription Agreements at or prior to the Subscription Deadline or Closing Time, as applicable and (2) no event or circumstance exists that would afford a Purchaser the right to terminate its obligations under its Subscription Agreement except for those events and circumstances of which such Purchaser has previously been notified and given the opportunity to terminate in accordance with the terms of such Subscription Agreement.
(iii) The At the Closing Time, the Agents shall have received at the Closing Time a certificate or certificates dated the Closing Date, addressed to the Agents and counsel to the Agents Date and signed on behalf of the Corporation by and each Guarantor by, in the case of the Corporation, its Chief Executive Officer and the Chief Financial Officer or other and, in the case of each of the Guarantors, two senior officers of the Corporation such Guarantor acceptable to the Agents, acting reasonably, in each case addressed to the Agents certifying for and on behalf of the Corporation and without personal liability, after having made due enquirythat:
(A) in the Corporation has complied with and satisfied all terms and conditions case of this Agreementthe certificate delivered by the Corporation, the Debenture Documentation and the Subscription Agreements on its part to be complied with or satisfied at or prior to the Closing Time;
(Bx) the representations and warranties of the Corporation contained in paragraph 9 of this Agreement are accurate as of the Closing Time with the same force and effect as if made at and as of the Closing Time, (y) there has been no order, ruling, determination or proceeding, in each case such as is contemplated in paragraph 5(b) of this Agreement, and (z) the Debenture Documentation and mutual conditions to closing set out in section 8 of the Subscription Agreements Agreement have been satisfied;
(B) in the case of the certificate delivered by CSRI, (x) the representations and warranties of CSRI contained in paragraph 9 of this Agreement are true and correct at accurate as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions and (y) there has been no order, ruling, determination or proceeding, in each case such as is contemplated by in paragraph 5(b) of this Agreement and the Debenture Documentation;Agreement; and
(C) in the responses provided case of the certificate delivered by Sirius and any other Future Subsidiary, (x) the Corporation at representations and warranties of such Future Subsidiary contained in paragraph 3 of the Due Diligence Session Joinder Agreement executed by such Future Subsidiary are true and correct and would not be different in any material respect if the Due Diligence Session were held immediately prior to accurate as of the Closing Time;
(D) Time with the Corporation has same force and effect as if made and/or obtained, on or prior to at and as of the Closing Time, all necessary filings, approvals, consents Time and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement and the Debenture Documentation, the offering and sale of the Debentures in the Selling Jurisdictions in Canada and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date);
(Ey) there has been no order, ruling ruling, determination or determination having the effect proceeding, in each case such as is contemplated in paragraph 5(b) of suspending the sale of or cease trading the Debentures or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporation, contemplated or threatened under any Applicable Securities Laws or by any other regulatory authority; and
(F) such other matters as may be reasonably requested by the Agents or the Agents’ Counselthis Agreement.
Appears in 1 contract
Sources: Agency Agreement (Canadian Satellite Radio Holdings Inc.)
Delivery of Certificates. (i) The Agents Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents Underwriters (and, if necessary for opinion purposes, counsel to the AgentsUnderwriters) and signed by two senior officers of the Corporation acceptable to the AgentsUnderwriters, acting reasonably, with respect to the constating documents of the Corporation, no proceedings to voluntarily wind-up or dissolvesolvency, all resolutions of the board of directors of the Corporation relating to this Agreement, the Debenture Documentation and the transactions contemplated by this Agreement and the Debenture Documentation and the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Agents Underwriters may reasonably request.
(ii) The Agents shall have received at the Closing Time a certificate of good standing of the Corporation.
(iii) The Agents Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents Underwriters and counsel to the Agents Underwriters and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer or other officers of the Corporation acceptable to the AgentsUnderwriters, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiryenquiry and after having carefully examined the Final Prospectus, the U.S. Placement Memorandum and any Prospectus Amendments:
(A) that since the respective dates as of which information is given in the Final Prospectus, as amended by any Prospectus Amendments, and the U.S. Placement Memorandum (1) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation, and (2) no transaction has been entered into by the Corporation has complied with and satisfied all terms and conditions of this Agreementwhich is material to the Corporation, other than as disclosed in the Final Prospectus, the Debenture Documentation and U.S. Placement Memorandum or the Subscription Agreements on its part to be complied with or satisfied at or prior to Prospectus Amendments, as the Closing Timecase may be;
(B) that the representations and warranties of the Corporation contained in this Agreement, the Debenture Documentation Prospectus and the Subscription Agreements are U.S. Placement Memorandum do not contain a misrepresentation and each contains full, true and correct at the Closing Time with the same force and effect as if made at and as plain disclosure of the Closing Time after giving effect all material facts relating to the transactions contemplated by this Agreement and the Debenture DocumentationSecurities (other than any Underwriters’ Information);
(C) the responses provided by the Corporation at the Due Diligence Session are true and correct and would not be different in any material respect if the Due Diligence Session were held immediately prior to the Closing Time;
(D) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement and the Debenture Documentation, the offering and sale of the Debentures in the Selling Jurisdictions in Canada and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date);
(E) that no order, ruling or determination having the effect of suspending the sale or ceasing the trading of or cease trading the Debentures Common Shares, Warrants or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporationofficers, contemplated or threatened under any Applicable of Canadian Securities Laws or by any other regulatory authority;
(D) that the Corporation has complied with the terms and conditions of this Agreement on its part to be complied with up to the Closing Time;
(E) that the representations and warranties of the Corporation contained in this Agreement are true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement;
(iii) the Underwriters shall have received duly executed copies of the Warrant Indenture in form and substance satisfactory to the Underwriters, acting reasonably;
(iv) the Underwriters shall have received at the Closing Time a certificate from Computershare Trust Company of Canada dated the Closing Date and signed by an authorized officer of the Computershare Trust Company of Canada, confirming the issued share capital of the Corporation; and
(Fv) such other matters as may be reasonably requested the Underwriters shall have received a certificate of compliance or the equivalent in respect of the Corporation issued by the Agents or appropriate regulatory authority in the Agents’ Counseljurisdiction in which the Corporation is incorporated.
Appears in 1 contract
Sources: Underwriting Agreement
Delivery of Certificates. (ia) The Agents shall have received at one or more certificates and/or book-entry only securities in accordance with the Closing Time “non-certificated inventory” rules and procedures of CDS evidencing the Offered Units, Unit Shares, FT Shares, Warrants, and Broker Warrants;
(b) The Agents shall have received a certificate dated the Closing Date, addressed to the Agents (andas applicable, if necessary for opinion purposes, counsel to the Agents) and signed by officers of the Corporation acceptable to the Agents, acting reasonably, with respect to the constating documents of the Corporation, no proceedings to voluntarily wind-up or dissolve, all resolutions of the board of directors of the Corporation relating to this Agreement, the Debenture Documentation President and the transactions contemplated by this Agreement and the Debenture Documentation and the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Agents may reasonably request.
(ii) The Agents shall have received at the Closing Time a certificate of good standing of the Corporation.
(iii) The Agents shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents and counsel to the Agents and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer of the Corporation or other officers of the Corporation acceptable to the Lead Agent, on behalf of the Agents, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiryinquiry that:
(i) Since the date hereof, there has been (A) no material change (whether actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, financial condition, affairs, operations, business prospects, assets or liabilities (contingent or otherwise) or capital of the Corporation has complied with and satisfied all terms and conditions of this Agreement, the Debenture Documentation and the Subscription Agreements Subsidiaries on its part to be complied with a consolidated basis; and (B) no transaction has been entered into by any of the Corporation or satisfied at or prior to the Closing TimeSubsidiaries which constitutes a material change;
(B) the representations and warranties of the Corporation contained in this Agreement, the Debenture Documentation and the Subscription Agreements are true and correct at the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement and the Debenture Documentation;
(C) the responses provided by the Corporation at the Due Diligence Session are true and correct and would not be different in any material respect if the Due Diligence Session were held immediately prior to the Closing Time;
(D) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement and the Debenture Documentation, the offering and sale of the Debentures in the Selling Jurisdictions in Canada and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date);
(Eii) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of or cease trading the Debentures Common Shares or any other securities of the Corporation has been issued by any securities regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporationofficers, contemplated or threatened under any Applicable Securities Laws or by any other regulatory authority;
(iii) the Corporation has complied with and satisfied the covenants, terms and conditions of this Agreement on its part to be complied with and satisfied up to the Closing Time;
(iv) the representations and warranties of the Corporation contained in this Agreement are true and correct in all respects as if made at and as of the Closing Time;
(v) the responses to the questions posed to each of management of the Corporation at the due diligence session held on November 11, 2024 remain true and complete in all material respects, as if such statements were made at and as of the Closing Time; and
(Fvi) such other matters as the Lead Agent, on behalf of the Agents, may be reasonably requested request;
(c) The Lead Agent shall have received a certificate of the Corporation, dated the Closing Date, and signed by the Agents President and Chief Executive Officer and the Chief Financial Officer of the Corporation or other officers of the Corporation acceptable to the Lead Agent, on behalf of the Agents’ Counsel, certifying for and on behalf of the Corporation, with respect to:
(i) the constating documents of the Corporation;
(ii) the resolutions of the directors of the Corporation relevant to the allotment, issue and sale of the Offered Units, the underlying securities, and the authorization of the Offering Documents and other agreements and transactions contemplated by this Agreement; and
(iii) the incumbency and signatures of signing officers of the Corporation; and
(d) The Lead Agent, on behalf of the Agents, shall have received a certificate of status or equivalent thereof in respect of the Corporation and the Subsidiaries.
Appears in 1 contract
Sources: Agency Agreement
Delivery of Certificates. (i) The Agents Underwriters shall have received at the Closing Time certificates dated the Closing Date, addressed to the Underwriters and counsel to the Underwriters signed by appropriate officers of the Company and its applicable Subsidiaries (to the extent such Subsidiaries are covered it the opinion referred to in Section 16.1(i)), in form and substance satisfactory to the Underwriters, acting reasonably, with respect to the constating documents and by-laws of the Company and such applicable Subsidiaries, the absence of proceedings taken regarding dissolution, all resolutions of the board of directors of the Company relating to this Agreement, the Pre- Closing Transactions and related matters, the incumbency and specimen signatures of signing officers of the Company and such other matters as the Underwriters may reasonably request.
(ii) The Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents (and, if necessary for opinion purposes, counsel to the Agents) and signed by officers of the Corporation acceptable to the Agents, acting reasonably, with respect to the constating documents of the Corporation, no proceedings to voluntarily wind-up or dissolve, all resolutions of the board of directors of the Corporation relating to this Agreement, the Debenture Documentation and the transactions contemplated by this Agreement and the Debenture Documentation and the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Agents may reasonably request.
(ii) The Agents shall have received at the Closing Time a certificate of good standing of the Corporation.
(iii) The Agents shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents Underwriters and counsel to the Agents Underwriters and signed on behalf of the Corporation Company by the Chief Executive Officer and the Chief Financial Officer of the Company or other senior officers of the Corporation Company acceptable to the AgentsUnderwriters, certifying for and on behalf of the Corporation Company (and without personal liability, ) after having made due enquiryenquiry and after having examined the Offering Documents and any Offering Document Amendment, that:
(A) since the Corporation respective dates as of which information is given in the Final Prospectus, as amended by any Prospectus Amendments, and the Final Offering Memorandum (1) there has been no material change with respect to the Company and its Subsidiaries taken as a whole, and (2) no transaction has been entered into by any of the Company or its Subsidiaries which is material to the Company and its Subsidiaries taken as a whole, other than as disclosed in the Final Prospectus, the Final Offering Memorandum or the Prospectus Amendments, as the case may be;
(B) the Offering Documents (except any information, statement or omission relating solely to the Underwriters made in reliance upon and in conformity with written information furnished to the Company by any Underwriter, specifically for use in the Offering Documents) (i) do not contain a misrepresentation and do contain full, true and plain disclosure of all material facts relating to the Company and the Securities; (ii) do not contain an untrue statement of a material fact or omit to state a material fact that is required to be stated or that is necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) for the purposes of the Province of Quebec only, contain no misrepresentation that is likely to affect the value or market price of the Securities;
(C) no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the common shares or any other securities of the Company has been issued by any regulatory authority or governmental entity in Canada or the United States, and no proceedings for that purpose has been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority or governmental entity in Canada or the United States;
(D) the Company has complied in all material respects with and satisfied all the covenants, terms and conditions of this Agreement, the Debenture Documentation and the Subscription Agreements Agreement on its part to be complied with or satisfied at or prior to the Closing Time;; and
(BE) the representations and warranties of the Corporation Company contained in this Agreement, the Debenture Documentation and the Subscription Agreements Agreement are true and correct at in all material respects as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement Agreement, except in respect of any representations and the Debenture Documentation;
(C) the responses provided by the Corporation at the Due Diligence Session warranties that are to be true and correct as of a specified date, in which case they will be true and would not be different correct in all material respects as of that date only, and except in respect of any material respect if the Due Diligence Session were held immediately prior to the Closing Time;
(D) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents representations and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement and the Debenture Documentation, the offering and sale of the Debentures in the Selling Jurisdictions in Canada and the consummation of the other transactions contemplated hereby (warranties that are subject to completion of filings with certain regulatory authorities following the Closing Date);
(E) no order, ruling or determination having the effect of suspending the sale of or cease trading the Debentures or any other securities of the Corporation has been issued by any regulatory authority a materiality qualification in which case they will be true and is continuing correct in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporation, contemplated or threatened under any Applicable Securities Laws or by any other regulatory authority; and
(F) such other matters as may be reasonably requested by the Agents or the Agents’ Counselall respects.
Appears in 1 contract
Sources: Underwriting Agreement
Delivery of Certificates. (i) The Agents Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents (and, if necessary for opinion purposes, Underwriters and counsel to the Agents) Underwriters and signed by appropriate officers of the Corporation acceptable to the Agents, acting reasonablyCorporation, with respect to the constating documents of the Corporation, no proceedings to voluntarily wind-up or dissolve, all resolutions of the board of directors of the Corporation relating to this Agreement, the Debenture Documentation and the transactions contemplated by this Agreement and the Debenture Documentation and the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Agents Underwriters may reasonably request.
(ii) The Agents shall have received at the Closing Time a certificate of good standing of the Corporation[Intentionally deleted.]
(iii) The Agents Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents Underwriters and counsel to the Agents Underwriters and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer of the Corporation or other officers of the Corporation acceptable to the AgentsUnderwriters, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiryenquiry and after having carefully examined the Offering Documents, that:
(A) since the respective dates as of which information is given in the Offering Documents that (A) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation and its Subsidiary on a consolidated basis, and (B) no transaction has complied with and satisfied all terms and conditions been entered into by any of this Agreement, the Debenture Documentation and the Subscription Agreements on Corporation or any of its part to be complied with or satisfied at or prior Subsidiary which is material to the Closing TimeCorporation and its Subsidiary on a consolidated basis, other than as disclosed in the Offering Documents, as the case may be;
(B) the representations and warranties of the Corporation contained in this Agreement, the Debenture Documentation and the Subscription Agreements are true and correct at the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement and the Debenture Documentation;
(C) the responses provided by the Corporation at the Due Diligence Session are true and correct and would not be different in any material respect if the Due Diligence Session were held immediately prior to the Closing Time;
(D) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement and the Debenture Documentation, the offering and sale of the Debentures in the Selling Jurisdictions in Canada and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date);
(E) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of or cease trading the Debentures common shares or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporationofficers, contemplated or threatened under any Applicable of the Canadian Securities Laws or by any other regulatory authority;
(C) the Corporation has complied with the terms and conditions of this Agreement on its part to be complied with up to the Closing Time;
(D) the representations and warranties of the Corporation contained in this Agreement are true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time; and
(FE) such other matters as the Underwriters may be reasonably requested by the Agents or the Agents’ Counselrequest.
Appears in 1 contract
Delivery of Certificates. (i) The Agents Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents (and, if necessary for opinion purposes, Underwriters and counsel to the Agents) Underwriters and signed by appropriate officers of the Corporation acceptable to the Agents, acting reasonablyFund, with respect to the constating documents of the Corporation, no proceedings to voluntarily wind-up or dissolveFund, all resolutions of the board of directors of the Corporation Trustees or their delegates relating to this Agreement, the Debenture Documentation Prospectus and Related Agreements to which the transactions contemplated by this Agreement and the Debenture Documentation and Fund is a party, the incumbency and specimen signatures of signing officers of the Corporation Fund and such other matters as the Agents Underwriters may reasonably request.
(ii) The Agents shall have received at the Closing Time a certificate of good standing of the Corporation.
(iii) The Agents Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents Underwriters and counsel to the Agents Underwriters and signed by the appropriate officers of each of the Material Subsidiaries, with respect to the constating documents of such party, all resolutions of the directors of such party relating to this Agreement, the Prospectus and the Related Agreements to which such party is a party, the incumbency and specimen signatures of signing officers of such party and such other matters as the Underwriters may reasonably request.
(iii) The Underwriters shall have received at the Closing Time certificates of each of the Fund and Supremex dated the Closing Date, addressed to the Underwriters and counsel to the Underwriters and signed on behalf of the Corporation such parties by the President and Chief Executive Officer and the Vice President and Chief Financial Officer of the administrator of the Fund or other officers of the Corporation Fund or Supremex acceptable to the AgentsUnderwriters, certifying for and on behalf of the Corporation and without personal liabilitysuch parties, after having made due enquiryenquiry and after having carefully examined the Prospectus and any Prospectus Amendments, that:
(A) since the Corporation respective dates as of which information is given in the Final Prospectus as amended by any Prospectus Amendments that (A) there has complied with been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, operations, financial condition, results of operations or capital of the Fund and satisfied all terms each Material Subsidiary taken as a whole, and conditions (B) no transaction has been entered into by any of this Agreement, the Debenture Documentation Fund or any of the Material Subsidiaries which is material to the Fund and the Subscription Agreements Material Subsidiaries on its part to be complied with a consolidated basis, other than as disclosed in the Final Prospectus or satisfied at or prior to the Closing TimeProspectus Amendments, as the case may be;
(B) that the representations and warranties of the Corporation contained in this AgreementFinal Prospectus, the Debenture Documentation and the Subscription Agreements are true and correct at the Closing Time with the same force and effect as if made at and amended by any Prospectus Amendment, does not contain, as of the Closing Time after giving effect Date, any untrue statement of material fact or omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made (other than any statement relating solely to the transactions contemplated Underwriters, which has been provided by this Agreement and the Debenture DocumentationUnderwriters in writing specifically for use in the Final Prospectus or any Prospectus Amendment);
(C) the responses provided by the Corporation at the Due Diligence Session are true and correct and would not be different in any material respect if the Due Diligence Session were held immediately prior to the Closing Time;
(D) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement and the Debenture Documentation, the offering and sale of the Debentures in the Selling Jurisdictions in Canada and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date);
(E) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of or cease trading the Debentures Units or any other securities of the Corporation Fund has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporationofficers, contemplated or threatened under any Applicable of the Canadian Securities Laws or by any other regulatory authority;
(D) each of the Fund and Supremex, as applicable, has complied with the terms and conditions of this Agreement on its part to be complied with up to the Closing Time;
(E) the representations and warranties of the Fund and Supremex contained in this Agreement and in any certificate or other document delivered pursuant to or in connection with this Agreement are true and correct in all material respects as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement (except, in each case, for those representations and warranties that are subject to a materiality qualification, which will be true and correct in all respects); and
(F) such other matters as the Underwriters may reasonably request; and each such statement shall be reasonably requested true in fact and the Underwriters shall not have knowledge of any fact to the contrary.
(iv) The Underwriters shall have received at the Closing Time a certificate dated the Closing Date addressed to the Underwriters and counsel to the Underwriters and signed by and on behalf of each of Cenveo and Cenveo US by an officer thereof acceptable to the Agents Underwriters, certifying for and on behalf of each of Cenveo and Cenveo US to its knowledge after having carefully examined the Prospectus and any Prospectus Amendments:
(A) that each of Cenveo and Cenveo US, as applicable, has complied in all material respects with the terms and conditions of this Agreement on its part to be complied with up to the Closing Time; and
(B) that the representations and warranties of each of Cenveo and Cenveo US, as applicable, contained in this Agreement and in any certificate or other document delivered pursuant to or in connection with this Agreement (except in respect of the Agents’ Counselcertificate delivered pursuant to Section 13(d)(ii)(B)) are true and correct in all material respects as of the Closing Time (except for any representations and warranties with respect to Cenveo Canada, which shall be true and correct in all material respects as of immediately prior to the amalgamation of Cenveo Canada and Supremex) with the same force and effect as if made at and as of the Closing Time (or as of immediately prior to the amalgamation of Cenveo Canada and Supremex, in the case of any representations and warranties with respect to Cenveo Canada) after giving effect to the transactions contemplated by this Agreement (except, in each case, for those representations and warranties that are subject to a materiality qualification, which will be true and correct in all respects), and each such statement shall be true in fact and the Underwriters shall not have knowledge of any fact to the contrary.
Appears in 1 contract
Sources: Underwriting Agreement (Cenveo, Inc)
Delivery of Certificates. (i) The Agents Underwriters shall have received at the Closing Time a certificate certificates dated the Closing Date, addressed to the Agents Underwriters (and, if necessary for opinion purposes, counsel to the AgentsUnderwriters) and signed by officers of the Corporation Company acceptable to the AgentsUnderwriters, acting reasonably, with respect to the constating documents of the CorporationCompany, no the absence of proceedings to voluntarily wind-up or dissolvetaken regarding dissolution, all resolutions of the board of directors of the Corporation Company relating to this Agreement, the Debenture Documentation and the transactions contemplated by this Agreement and the Debenture Documentation and related matters, the incumbency and specimen signatures of signing officers of the Corporation Company and such other matters as the Agents Underwriters may reasonably request.
(ii) The Agents Underwriters shall have received at on the Closing Time Date a certificate of good standing certificate, dated the Closing Date and signed by an executive officer of the CorporationCompany, to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date (it being understood that the officer signing and delivering such certificate may rely upon his or her knowledge as to proceedings threatened).
(iii) The Agents Underwriters shall have received received, on each of the date hereof and at the Closing Time Date, a certificate dated the date hereof or the Closing Date, addressed to the Agents and counsel to the Agents and Date signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer or other officers of the Corporation acceptable Company in form and substance reasonably satisfactory to the Agents, certifying for and on behalf of Underwriters concerning certain financial information contained in the Corporation and without personal liability, after having made due enquiry:
(A) the Corporation has complied with and satisfied all terms and conditions of this AgreementPreliminary Offering Documents, the Debenture Documentation Time of Sale Prospectus and the Subscription Agreements on its part to be complied with or satisfied at or prior to the Closing Time;
(B) the representations and warranties of the Corporation contained in this Agreement, the Debenture Documentation and the Subscription Agreements are true and correct at the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement and the Debenture Documentation;
(C) the responses provided by the Corporation at the Due Diligence Session are true and correct and would not be different in any material respect if the Due Diligence Session were held immediately prior to the Closing Time;
(D) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement and the Debenture Documentation, the offering and sale of the Debentures in the Selling Jurisdictions in Canada and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date);
(E) no order, ruling or determination having the effect of suspending the sale of or cease trading the Debentures or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporation, contemplated or threatened under any Applicable Securities Laws or by any other regulatory authority; and
(F) such other matters as may be reasonably requested by the Agents or the Agents’ CounselFinal Offering Documents.
Appears in 1 contract
Sources: Underwriting Agreement (Cameco Corp)
Delivery of Certificates. (ia) The Agents Underwriters shall have received at the Closing Time certificates dated the Closing Date, addressed to the Underwriters and counsel to the Underwriters and signed by appropriate officers of the Corporation with respect to the constating documents of the Corporation, all resolutions of the board of directors of the Corporation relating to this Agreement and the Offering, the incumbency and specimen signatures of signing officers of the Corporation.
(b) The Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents (and, if necessary for opinion purposes, counsel to the Agents) and signed by officers of the Corporation acceptable to the Agents, acting reasonably, with respect to the constating documents of the Corporation, no proceedings to voluntarily wind-up or dissolve, all resolutions of the board of directors of the Corporation relating to this Agreement, the Debenture Documentation and the transactions contemplated by this Agreement and the Debenture Documentation and the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Agents may reasonably request.
(ii) The Agents shall have received at the Closing Time a certificate of good standing of the Corporation.
(iii) The Agents shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents Underwriters and counsel to the Agents Underwriters and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer of the Corporation or other officers of the Corporation acceptable to the AgentsUnderwriters, certifying for and on behalf of the Corporation and without personal liabilityCorporation, after having made due enquiryenquiry and after having examined the Offering Documents, that:
(Ai) since the date as of which information is given in the Offering Documents there has been no Material Adverse Change and no development involving a prospective Material Adverse Change of the Corporation, and that no material transaction has been entered into by the Corporation or the Subsidiaries other than as disclosed in the Offering Documents;
(ii) the Offering Documents (other than any Underwritter Information) do not contain a misrepresentation (as hereinafter defined) and contain full, true and plain disclosure of all material facts relating to the Securities;
(iii) the Corporation has complied in all material respects with and satisfied all the terms and conditions of this Agreement, the Debenture Documentation and the Subscription Agreements Agreement on its part to be complied with or satisfied at or prior to the Closing Time;; and
(Biv) the representations and warranties of the Corporation contained in this Agreement, Agreement and in any certificates or other documents delivered by the Debenture Documentation and the Subscription Agreements Corporation pursuant to or in connection with this Agreement are true and correct at as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement and the Debenture Documentation;
(C) the responses provided by the Corporation at the Due Diligence Session are true and correct and would not be different in any material respect if the Due Diligence Session were held immediately prior to the Closing Time;
(D) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement and the Debenture Documentation, the offering and sale of the Debentures in the Selling Jurisdictions in Canada and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date);
(E) no order, ruling or determination having the effect of suspending the sale of or cease trading the Debentures or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporation, contemplated or threatened under any Applicable Securities Laws or by any other regulatory authority; and
(F) such other matters as may be reasonably requested by the Agents or the Agents’ CounselAgreement.
Appears in 1 contract
Sources: Underwriting Agreement (Performance Sports Group Ltd.)
Delivery of Certificates. (i) The Agents the Underwriter shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents (and, if necessary for opinion purposes, counsel to the Agents) and signed by officers copy of the Corporation acceptable to the Agents, acting reasonably, with respect to the constating documents of the Corporation, no proceedings to voluntarily wind-up or dissolve, all Corporation and the authorizing resolutions of the board of directors of the Corporation relating to this Agreement, the Debenture Documentation Warrant Indenture and the transactions contemplated Offering Documents, in each case certified by this Agreement the Chief Executive Officer and Chief Financial Officer of the Debenture Documentation Corporation, or other officers of the Corporation acceptable to the Underwriter, and the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Agents Underwriter may reasonably request.;
(ii) The Agents the Underwriter shall have received at the Closing Time a certificate of good standing of the Corporation.
(iii) The Agents shall have received at the Closing Time a certificate or certificates dated the Closing Date, addressed to the Agents Underwriter and counsel to the Agents Underwriter and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer of the Corporation, or other officers of the Corporation acceptable to the AgentsUnderwriter, certifying for and on behalf of the Corporation and without personal liabilityCorporation, after having made due enquiryenquiry and after having carefully examined the Offering Documents, that:
(A) except for the Corporation has complied with and satisfied all terms and conditions of this Agreementrepresentation made in Section 8(k), the Debenture Documentation and the Subscription Agreements on its part to be complied with or satisfied at or prior to the Closing Time;
(B) the representations and warranties of the Corporation contained in this Agreement, and in any certificate of the Debenture Documentation and the Subscription Agreements Corporation delivered pursuant or in connection herewith, are true and correct at in all material respects as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement and the Debenture DocumentationAgreement;
(CB) the responses provided by Corporation has duly complied in all material respects with all of the covenants of the Corporation in this Agreement and satisfied all the terms and conditions in this Agreement on its part to be performed or satisfied at the Due Diligence Session are true and correct and would not be different in any material respect if the Due Diligence Session were held immediately or prior to the Closing Time;
(D) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement and the Debenture Documentation, the offering and sale of the Debentures in the Selling Jurisdictions in Canada and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date);
(EC) no order, ruling or determination having the effect of suspending the sale or ceasing, suspending or restricting the trading of or cease trading the Debentures Common Shares, Warrants or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings proceedings, investigations or enquiries for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporation, or are contemplated or threatened under by any Applicable Canadian Securities Laws Regulator or by any other regulatory authority;
(D) each officer has carefully examined the Offering Documents and, since the respective dates as of which information is given in the Offering Documents, there has been no adverse material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation or any of its Subsidiaries; and
(FE) such other matters as the Underwriter may be reasonably requested by the Agents or the Agents’ Counsel.request;
Appears in 1 contract
Delivery of Certificates. (i) The Agents Underwriters shall have received at the Closing Time certificates dated the Closing Date, addressed to the Underwriters (and, if necessary for opinion purposes, counsel to the Underwriters) and signed by officers of the Company acceptable to the Underwriters, acting reasonably, with respect to the constating documents of the Company, the absence of proceedings taken regarding dissolution, all resolutions of the board of directors of the Company relating to this Agreement and related matters, the incumbency and specimen signatures of signing officers of the Company and such other matters as the Underwriters may reasonably request.
(ii) The Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents (and, if necessary for opinion purposes, counsel to the Agents) and signed by officers of the Corporation acceptable to the Agents, acting reasonably, with respect to the constating documents of the Corporation, no proceedings to voluntarily wind-up or dissolve, all resolutions of the board of directors of the Corporation relating to this Agreement, the Debenture Documentation and the transactions contemplated by this Agreement and the Debenture Documentation and the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Agents may reasonably request.
(ii) The Agents shall have received at the Closing Time a certificate of good standing of the Corporation.
(iii) The Agents shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents Underwriters and counsel to the Agents Underwriters and signed on behalf of the Corporation Company by the Chief Executive Officer and the Chief Financial Officer or other officers of the Corporation Company acceptable to the AgentsUnderwriters, acting reasonably, certifying for and on behalf of the Corporation Company and without personal liability, after having made due enquiryenquiry and after having carefully examined the Offering Documents any Offering Document Amendments:
(A) that since the Corporation respective dates as of which information is given in the Offering Documents, as amended by any Offering Document Amendments (1) there has been no Material Adverse Change with respect to the Company and its subsidiaries taken as a whole, and (2) no transaction has been entered into by any of the Company or its subsidiaries which is material to the Company and its subsidiaries taken as a whole, other than as disclosed in the Offering Documents or the Offering Document Amendments, as the case may be;
(B) that no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Subordinate Voting Shares or any other securities of the Company has been issued by any Governmental Authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws, U.S. Securities Laws or by any Governmental Authority;
(C) that the Company has complied in all material respects with and satisfied all the terms and conditions of this Agreement, the Debenture Documentation and the Subscription Agreements Agreement on its part to be complied with or satisfied at or prior up to the Closing Time;; and
(BD) that the representations and warranties of the Corporation Company contained in this Agreement, the Debenture Documentation and the Subscription Agreements Agreement are true and correct at as of the Closing Time in all material respects (except for such representations and warranties of the Company qualified by materiality or which refer to a Material Adverse Effect, which shall be true and correct in all respects) with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement Agreement, except in respect of any representations and the Debenture Documentation;
(C) the responses provided by the Corporation at the Due Diligence Session warranties that are to be true and correct as of a specified date, in which case they will be true and would not be different correct in any material respect if the Due Diligence Session were held immediately prior to the Closing Time;
(D) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances respects as of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement and the Debenture Documentation, the offering and sale of the Debentures in the Selling Jurisdictions in Canada and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date);
(E) no order, ruling or determination having the effect of suspending the sale of or cease trading the Debentures or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporation, contemplated or threatened under any Applicable Securities Laws or by any other regulatory authority; and
(F) such other matters as may be reasonably requested by the Agents or the Agents’ Counseldate only.
Appears in 1 contract
Sources: Underwriting Agreement (Nuvei Corp)
Delivery of Certificates. (i) The Agents Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents (and, if necessary for opinion purposes, Underwriters and counsel to the Agents) Underwriters and signed by the Chief Executive Officer and the Chief Financial Officer of Tahoe or other officers of the Corporation Tahoe acceptable to the Agents, acting reasonablyUnderwriters, with respect to the constating documents of the Corporation, no proceedings to voluntarily wind-up or dissolveTahoe, all resolutions of the board of directors of the Corporation Directors relating to each Offering Document and this Agreement, the Debenture Documentation and the transactions contemplated by this Agreement and the Debenture Documentation and the incumbency and specimen signatures of signing officers of the Corporation Tahoe and such other matters as the Agents Underwriters may reasonably request.
(ii) The Agents Underwriters shall have received at the Closing Time a certificate of good standing of the Corporation.
(iii) The Agents shall have received at the Closing Time a certificate Tahoe dated the Closing Date, addressed to the Agents Underwriters and counsel to the Agents Underwriters and signed on behalf of the Corporation Tahoe by the Chief Executive Officer and the Chief Financial Officer of Tahoe or other officers of the Corporation Tahoe acceptable to the AgentsUnderwriters, certifying for and on behalf of the Corporation and without personal liabilityTahoe, after having made due enquiryinquiry and after having carefully examined the Final Prospectus, the U.S. Final Prospectus and any Prospectus Amendments or U.S. Amended Prospectus, that:
A. since the respective dates as of which information is given in the Final Prospectus and the U.S. Final Prospectus, as amended by any Prospectus Amendments or U.S. Amended Prospectus, that (A) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the Corporation business, affairs, liabilities (absolute, accrued, contingent or otherwise), capital, operations, financial condition, properties, prospects or assets of Tahoe or any of its subsidiaries, and (B) no transaction has been entered into by Tahoe or any of its subsidiaries which is material to Tahoe, other than as disclosed in the Offering Documents;
B. no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Purchased Shares, or any other securities of Tahoe, has been issued by any Governmental Body and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, after due inquiry, contemplated or threatened under any of the Canadian Securities Laws, U.S. Securities Laws or by any other Governmental Body;
C. Tahoe has complied with and satisfied all the terms and conditions of this Agreement, the Debenture Documentation and the Subscription Agreements Agreement on its part to be complied with or satisfied at or prior up to and as of the Closing Time;
(B) D. the representations and warranties of the Corporation Tahoe contained in this Agreement, the Debenture Documentation Agreement and the Subscription Agreements in any certificate or other document delivered pursuant to or in connection with this Agreement are true and correct at as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement; and
E. such other matters as the Underwriters may reasonably request.
(iii) The Underwriters shall have received at the Closing Time a certificate of Goldcorp dated the Closing Date, addressed to the Underwriters and signed on behalf of Goldcorp by the Chief Executive Officer and the Chief Financial Officer of Goldcorp or other officers of Goldcorp acceptable to the Underwriters, certifying for and on behalf of Goldcorp, after having made due inquiry and after having carefully examined the Offering Documents, that:
A. Goldcorp has complied with the terms and conditions of this Agreement on its part to be complied with up to and as of the Closing Time; and
B. the representations and warranties of Goldcorp contained in this Agreement and the Debenture Documentation;
(C) the responses provided by the Corporation at the Due Diligence Session in any certificate or other document delivered pursuant to or in connection with this Agreement are true and correct as of the Closing Time with the same force and would not be different in any material respect effect as if made at and as of the Due Diligence Session were held immediately prior Closing Time after giving effect to the Closing Time;
(D) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement and the Debenture Documentation, the offering and sale of the Debentures in the Selling Jurisdictions in Canada and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date);
(E) no order, ruling or determination having the effect of suspending the sale of or cease trading the Debentures or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporation, contemplated or threatened under any Applicable Securities Laws or by any other regulatory authority; and
(F) such other matters as may be reasonably requested by the Agents or the Agents’ Counselthis Agreement.
Appears in 1 contract
Delivery of Certificates. (ia) The Agents shall have received at the Closing Time and the Option Closing Time, as the case may be, a certificate dated the Closing DateDate and the Option Closing Time, addressed to the Agents (and, if necessary for opinion purposes, and counsel to the Agents) Agents and signed by appropriate officers of FII with respect to the constating documents of FII, all resolutions of the board of directors of FII relating to this Agreement, the Related Agreements to which it is a party, and the incumbency and specimen signatures of signing officers of FII.
(b) The Agents shall have received at the Closing Time and Option Closing Time, as the case may be, a certificate dated the Closing Date and the Option Closing Time, addressed to the Agents and counsel to the Agents and signed by appropriate officers of the Corporation acceptable to the Agents, acting reasonably, Company with respect to the constating documents of the Corporation, no proceedings to voluntarily wind-up or dissolveCompany, all resolutions of the board of directors of the Corporation Company relating to this Agreement, the Debenture Documentation and the transactions contemplated by this Agreement and the Debenture Documentation Related Agreements to which it is a party, and the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Agents may reasonably requestCompany.
(iic) The Agents shall have received at the Closing Time a certificate of good standing of and Option Closing Time, as the Corporation.
(iii) The Agents shall have received at the Closing Time case may be, a certificate dated the Closing DateDate and the Option Closing Time, addressed to the Agents and counsel to the Agents and signed on behalf of the Corporation Company by the Chief Executive Officer and the Chief Financial Officer of the Company or other senior officers of the Corporation Company acceptable to the Agents, certifying for and on behalf of the Corporation Company and without not in their personal liability, capacity after having made due enquiryreasonable enquiries and after having carefully examined the Prospectus and any Prospectus Amendment, that:
(i) since the respective dates as of which information is given in the Prospectus or any Prospectus Amendment, except as publicly disclosed (A) there has been no Material Adverse Change, and (B) no material transaction has been entered into by the Corporation Company, other than as disclosed in the Prospectus or any Prospectus Amendment, as the case may be;
(ii) the Prospectus or any Prospectus Amendment (other than any information, statement or omission relating solely to any of the Agents which has been made in reliance upon and in conformity with Agents’ Disclosure) (A) do not contain a misrepresentation and contain full, true and plain disclosure of all material facts relating to the Securities, and (B) do not contain an untrue statement of a material fact or omit to state a material fact that is required to be stated or that is necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(iii) the Company has complied with and satisfied in all material respects the covenants, terms and conditions of this Agreement, the Debenture Documentation and the Subscription Agreements Agreement on its part to be complied with or and satisfied at or prior to the Closing Time or Option Closing Time, as applicable;
(B) the representations and warranties of the Corporation contained in this Agreement, the Debenture Documentation and the Subscription Agreements are true and correct at the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement and the Debenture Documentation;
(C) the responses provided by the Corporation at the Due Diligence Session are true and correct and would not be different in any material respect if the Due Diligence Session were held immediately prior to the Closing Time;
(D) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement and the Debenture Documentation, the offering and sale of the Debentures in the Selling Jurisdictions in Canada and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date);
(Eiv) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of or cease trading the Debentures Securities, or any other securities of the Corporation Company, has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporationofficer, pending, contemplated or threatened under any Applicable of the Canadian Securities Laws or by any other regulatory authorityLaws; and
(Fv) such the representations and warranties of the Company contained in this Agreement and in any certificates or other matters as may be reasonably requested documents delivered by the Company pursuant to or in connection with this Agreement are true and correct in all material respects as of the Closing Time or Option Closing Time, as applicable, with the same force and effect as if made at and as of the Closing Time or Option Closing Time, as applicable, after giving effect to the transactions contemplated by this Agreement, except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they will be true and correct as of that date only and in respect of any representations and warranties that are subject to a materiality qualification in which case, they will be true and correct in all respects.
(d) The Agents or shall have received at the Closing Time and the Option Closing Time, a certificate dated the Closing Date and Option Closing Time, addressed to the Agents and counsel to the Agents and signed by appropriate officers of FII acceptable to the Agents, certifying for and on behalf of the FII and not in their personal capacity after having made reasonable enquiries and after having examined the Prospectus and any Prospectus Amendment, that:
(i) since the date as of which information is given in the Prospectus or any Prospectus Amendment, except as publicly disclosed: (A) there has been no Material Adverse Change, and (B) no material transaction has been entered into by the Company, other than as disclosed in the Prospectus or any Prospectus Amendment, as the case may be;
(ii) the Prospectus or any Prospectus Amendment (other than any information, statement or omission relating solely to any of the Agents which has been made in reliance upon and in conformity with Agents’ CounselDisclosure) (A) do not contain a misrepresentation and contain full, true and plain disclosure of all material facts relating to the Securities, and (B) do not contain an untrue statement of a material fact or omit to state a material fact that is required to be stated or that is necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(iii) FII has complied with and satisfied in all material respects the covenants, terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time or Option Closing Time, as applicable; and
(iv) the representations and warranties of FII contained in this Agreement and in any certificates or other documents delivered by FII pursuant to or in connection with this Agreement are true and correct in all material respects as of the Closing Time or Option Closing Time, as applicable, with the same force and effect as if made at and as of the Closing Time or Option Closing Time, as applicable, after giving effect to the transactions contemplated by this Agreement, except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they will be true and correct as of that date only and in respect of any representations and warranties that are subject to a materiality qualification in which case, they will be true and correct in all respects.
Appears in 1 contract
Sources: Agency Agreement
Delivery of Certificates. (i) The Agents Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents (and, if necessary for opinion purposes, Underwriters and counsel to the Agents) Underwriters and signed by the Chief Executive Officer and the Chief Financial Officer of Tahoe or other officers of the Corporation Tahoe acceptable to the Agents, acting reasonablyUnderwriters, with respect to the constating documents of the Corporation, no proceedings to voluntarily wind-up or dissolveTahoe, all resolutions of the board of directors of the Corporation Directors relating to each Offering Document and this Agreement, the Debenture Documentation and the transactions contemplated by this Agreement and the Debenture Documentation and the incumbency and specimen signatures of signing officers of the Corporation Tahoe and such other matters as the Agents Underwriters may reasonably request.
(ii) The Agents Underwriters shall have received at the Closing Time a certificate of good standing of the Corporation.
(iii) The Agents shall have received at the Closing Time a certificate Tahoe dated the Closing Date, addressed to the Agents Underwriters and counsel to the Agents Underwriters and signed on behalf of the Corporation Tahoe by the Chief Executive Officer and the Chief Financial Officer of Tahoe or other officers of the Corporation Tahoe acceptable to the AgentsUnderwriters, certifying for and on behalf of the Corporation and without personal liabilityTahoe, after having made due enquiryinquiry and after having carefully examined the Final Prospectus, the U.S. Final Prospectus and any Prospectus Amendments or U.S. Amended Prospectus, that:
A. since the respective dates as of which information is given in the Final Prospectus and the U.S. Final Prospectus, as amended by any Prospectus Amendments or U.S. Amended Prospectus, that (A) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the Corporation business, affairs, liabilities (absolute, accrued, contingent or otherwise), capital, operations, financial condition, properties, prospects or assets of Tahoe or any of its subsidiaries, and (B) no transaction has been entered into by Tahoe or any of its subsidiaries which is material to Tahoe, other than as disclosed in the Offering Documents;
B. no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Purchased Shares, or any other securities of Tahoe, has been issued by any Governmental Body and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, after due inquiry, contemplated or threatened under any of the Canadian Securities Laws, U.S. Securities Laws or by any other Governmental Body;
▇. ▇▇▇▇▇ has complied with and satisfied all the terms and conditions of this Agreement, the Debenture Documentation and the Subscription Agreements Agreement on its part to be complied with or satisfied at or prior up to and as of the Closing Time;
(B) D. the representations and warranties of the Corporation Tahoe contained in this Agreement, the Debenture Documentation Agreement and the Subscription Agreements in any certificate or other document delivered pursuant to or in connection with this Agreement are true and correct at as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement; and
E. such other matters as the Underwriters may reasonably request.
(iii) The Underwriters shall have received at the Closing Time a certificate of Goldcorp dated the Closing Date, addressed to the Underwriters and signed on behalf of Goldcorp by the Chief Executive Officer and the Chief Financial Officer of Goldcorp or other officers of Goldcorp acceptable to the Underwriters, certifying for and on behalf of Goldcorp, after having made due inquiry and after having carefully examined the Offering Documents, that:
▇. ▇▇▇▇▇▇▇▇ has complied with the terms and conditions of this Agreement on its part to be complied with up to and as of the Closing Time; and
B. the representations and warranties of Goldcorp contained in this Agreement and the Debenture Documentation;
(C) the responses provided by the Corporation at the Due Diligence Session in any certificate or other document delivered pursuant to or in connection with this Agreement are true and correct as of the Closing Time with the same force and would not be different in any material respect effect as if made at and as of the Due Diligence Session were held immediately prior Closing Time after giving effect to the Closing Time;
(D) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement and the Debenture Documentation, the offering and sale of the Debentures in the Selling Jurisdictions in Canada and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date);
(E) no order, ruling or determination having the effect of suspending the sale of or cease trading the Debentures or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporation, contemplated or threatened under any Applicable Securities Laws or by any other regulatory authority; and
(F) such other matters as may be reasonably requested by the Agents or the Agents’ Counselthis Agreement.
Appears in 1 contract
Sources: Underwriting Agreement
Delivery of Certificates. (i) The Agents Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents Underwriters (and, if necessary for opinion purposes, counsel to the AgentsUnderwriters) and signed by two senior officers of the Corporation acceptable to the AgentsUnderwriters, acting reasonably, with respect to the constating documents of the Corporation, no proceedings to voluntarily wind-up or dissolvesolvency, all resolutions of the board of directors of the Corporation relating to this Agreement, the Debenture Documentation and the transactions contemplated by this Agreement and the Debenture Documentation and the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Agents Underwriters may reasonably request.
(ii) The Agents shall have received at the Closing Time a certificate of good standing of the Corporation.
(iii) The Agents Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents Underwriters and counsel to the Agents Underwriters and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer or other officers of the Corporation acceptable to the AgentsUnderwriters, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiry:
(A) that since the date of the Engagement Letter (1) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation, and (2) no transaction has been entered into by the Corporation has complied with and satisfied all terms and conditions of this Agreement, the Debenture Documentation and the Subscription Agreements on its part to be complied with or satisfied at or prior which is material to the Closing TimeCorporation;
(B) the representations and warranties of the Corporation contained in this Agreement, the Debenture Documentation and the Subscription Agreements are true and correct at the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement and the Debenture Documentation;
(C) the responses provided by the Corporation at the Due Diligence Session are true and correct and would not be different in any material respect if the Due Diligence Session were held immediately prior to the Closing Time;
(D) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement and the Debenture Documentation, the offering and sale of the Debentures in the Selling Jurisdictions in Canada and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date);
(E) that no order, ruling or determination having the effect of suspending the sale or ceasing the trading of or cease trading the Debentures Common Shares or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporationofficers, contemplated or threatened under any Applicable of Canadian Securities Laws or by any other regulatory authority;
(C) that the Corporation has complied in all material respects with the terms and conditions of this Agreement on its part to be complied with up to the Closing Time;
(D) that the representations and warranties of the Corporation contained in this Agreement are true and correct in all material respects (or if qualified by materially or Material Adverse Effect, in all respects) as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement;
(iii) the Underwriters shall have received at the Closing Time a certificate from Computershare Investor Services Inc. dated the Closing Date and signed by an authorized officer of the Computershare Investor Services Inc., confirming the issued share capital of the Corporation; and
(Fiv) such other matters as may be reasonably requested the Underwriters shall have received a certificate of compliance or the equivalent in respect of the Corporation issued by the Agents or appropriate regulatory authority in the Agents’ Counseljurisdiction in which the Corporation is incorporated.
Appears in 1 contract
Sources: Underwriting Agreement
Delivery of Certificates. (ia) The Agents Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents (and, if necessary for opinion purposes, Underwriters and counsel to the Agents) Underwriters and signed by appropriate officers of the Corporation acceptable to the Agents, acting reasonablyCorporation, with respect to the constating documents of the Corporation, no proceedings to voluntarily wind-up or dissolve, all resolutions of the board of directors of the Corporation relating to this Agreement, the Debenture Documentation and the transactions contemplated by this Agreement and the Debenture Documentation and the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Agents Underwriters may reasonably request.
(iib) The Agents Counsel to the Corporation and counsel to the Underwriters shall have received at the Closing Time a certificate of good standing of dated the CorporationClosing Date equivalent to the certificate in Section 9(4)(a).
(iiic) The Agents Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents Underwriters and counsel to the Agents Underwriters and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer of the Corporation or other officers of the Corporation acceptable to the AgentsUnderwriters, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiryenquiry and after having carefully examined the Prospectus and any Prospectus Amendments, that:
(i) since the respective dates as of which information is given in the Final Prospectus as amended by any Prospectus Amendments that (A) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation has complied with and satisfied all terms and conditions of this Agreement, the Debenture Documentation and the Subscription Agreements on its part to be complied with Subsidiaries, and (B) no transaction has been entered into by any of the Corporation or satisfied at or prior the Subsidiaries which is material to the Closing TimeCorporation and the Subsidiaries, other than as disclosed in the Final Prospectus or the Prospectus Amendments, as the case may be;
(B) the representations and warranties of the Corporation contained in this Agreement, the Debenture Documentation and the Subscription Agreements are true and correct at the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement and the Debenture Documentation;
(C) the responses provided by the Corporation at the Due Diligence Session are true and correct and would not be different in any material respect if the Due Diligence Session were held immediately prior to the Closing Time;
(D) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement and the Debenture Documentation, the offering and sale of the Debentures in the Selling Jurisdictions in Canada and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date);
(Eii) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of or cease trading the Debentures common shares or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporationofficers, contemplated or threatened under any Applicable of the Canadian Securities Laws or by any other regulatory authority;
(iii) the Corporation has complied with the terms and conditions of this Agreement on its part to be complied with up to the Closing Time;
(iv) the representations and warranties of the Corporation contained in this Agreement are true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time; and
(Fv) such other matters as the Underwriters may be reasonably requested by the Agents or the Agents’ Counselrequest.
Appears in 1 contract
Sources: Underwriting Agreement
Delivery of Certificates. (i) The Agents shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents (and, if necessary for opinion purposes, counsel to the Agents) and signed by officers of the Corporation acceptable to the Agents, acting reasonably, with respect to the constating documents and by-laws of the Corporation, the fact that no proceedings steps have been taken to voluntarily wind-up or dissolvethe Corporation, all resolutions of the board of directors of the Corporation relating to this Agreement, the Debenture Documentation Warrant Certificates, the Agent Warrant Certificates and the transactions contemplated by this Agreement and the Debenture Documentation Flow-Through Subscription Agreements and the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Agents may reasonably requestCorporation.
(ii) The Agents shall have received at the Closing Time a certificate of good standing of the Corporation.
(iii) The Agents shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents and (and, if necessary for opinion purposes, counsel to the Agents Agents) and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer or other officers of the Corporation acceptable to the Agents, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiryenquiry and after having carefully examined the Final Prospectus and any Prospectus Amendments:
(A) that since the respective dates as of which information is given in the Final Prospectus, as amended by any Prospectus Amendments,
(1) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation, and (2) no transaction has been entered into by the Corporation has complied with and satisfied all terms and conditions of this Agreement, the Debenture Documentation and the Subscription Agreements on its part to be complied with or satisfied at or prior which is material to the Closing TimeCorporation, other than as disclosed in the Final Prospectus or the Prospectus Amendments, as the case may be;
(B) that the representations Prospectus does not contain any material misrepresentation and warranties contains full, true and plain disclosure of all material facts relating to the Corporation contained in this Agreement, the Debenture Documentation and the Subscription Agreements are true and correct at securities being offered under the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement and the Debenture DocumentationProspectus (other than any Agents’ Information);
(C) the responses provided by the Corporation at the Due Diligence Session are true and correct and would not be different in any material respect if the Due Diligence Session were held immediately prior to the Closing Time;
(D) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement and the Debenture Documentation, the offering and sale of the Debentures in the Selling Jurisdictions in Canada and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date);
(E) that no order, ruling or determination having the effect of suspending the sale or ceasing the trading of or cease trading the Debentures Common Shares or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporationofficers, contemplated or threatened under any Applicable Canadian Securities Laws or by any other regulatory authority;
(D) that the Corporation has complied with the terms and conditions of this Agreement on its part to be complied with up to the Closing Time; and
(FE) such other matters that the representations and warranties of the Corporation contained in this Agreement are true and correct as may be reasonably requested of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by the Agents or the Agents’ Counselthis Agreement.
Appears in 1 contract
Sources: Agency Agreement
Delivery of Certificates. (i) The Agents Investor shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents (and, if necessary for opinion purposes, counsel to the Agents) Investor and signed by officers on behalf of the Corporation acceptable to Company by an officer of the Agents, acting reasonablyCompany, with respect to the constating documents of the Corporation, no proceedings to voluntarily wind-up or dissolveCompany, all resolutions of the board of directors of the Corporation Directors relating to this Agreement, the Debenture Documentation and the transactions contemplated by this Agreement and the Debenture Documentation and the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Agents may reasonably requestCompany.
(ii) The Agents Investor shall have received at the Closing Time a certificate of good standing of the Corporation.
(iii) The Agents shall have received at the Closing Time a certificate Company dated the Closing Date, addressed to the Agents and counsel to the Agents Investor and signed on behalf of the Corporation Company by the Chief Executive Officer and the Chief Financial Officer or other officers an officer of the Corporation acceptable to the AgentsCompany, certifying for and on behalf of the Corporation and without personal liabilityCompany, after having made due enquiryinquiry, that:
(A) since the Corporation has complied with and satisfied all terms and conditions date of this Agreement, that (A) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the Debenture Documentation business, affairs, liabilities (absolute, accrued, contingent or otherwise), capital, operations, financial condition, properties, prospects or assets of the Company or the Subsidiaries, and (B) no transaction has been entered into by the Subscription Agreements on its part to be complied with or satisfied at or prior Company which is material to the Closing TimeCompany;
(B) the representations and warranties of the Corporation contained in this Agreement, the Debenture Documentation and the Subscription Agreements are true and correct at the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement and the Debenture Documentation;
(C) the responses provided by the Corporation at the Due Diligence Session are true and correct and would not be different in any material respect if the Due Diligence Session were held immediately prior to the Closing Time;
(D) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement and the Debenture Documentation, the offering and sale of the Debentures in the Selling Jurisdictions in Canada and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date);
(E) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of or cease trading the Debentures Subscription Shares, or any other securities of the Corporation Company has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporationofficers, after due inquiry, contemplated or threatened under any Applicable of the Securities Laws or by any other regulatory authority;
(C) the Company has complied with the terms and conditions of this Agreement on its part to be complied with up to and as of the Closing Time;
(D) the representations and warranties of the Company contained in this Agreement and in any certificate or other document delivered pursuant to or in connection with this Agreement are accurate in all material respects as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement; and
(FE) such other matters as the Investor may be reasonably requested by request.
(iii) The Company will deliver to the Agents Investor certificates of good standing and/or compliance (or the Agents’ Counselequivalent), where issuable under applicable law, for the Company and the Subsidiaries, each dated within one day prior to the Closing Date.
Appears in 1 contract
Sources: Subscription Agreement (Zijin Mining Group Co., Ltd.)
Delivery of Certificates. (i) The Agents Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents (and, if necessary for opinion purposes, Underwriters and counsel to the Agents) Underwriters and signed by the President and Chief Executive Officer and the Chief Financial Officer of the Company or other officers of the Corporation Company acceptable to the Agents, acting reasonablyUnderwriters, with respect to the constating documents of the Corporation, no proceedings to voluntarily wind-up or dissolveCompany, all resolutions of the board of directors of the Corporation Directors relating to this Agreement, the Debenture Documentation Prospectus and Related Agreements to which the transactions contemplated by this Agreement and the Debenture Documentation and Company is a party, the incumbency and specimen signatures of signing officers of the Corporation Company and such other matters as the Agents Underwriters may reasonably request.
(ii) The Agents Underwriters shall have received at the Closing Time a certificate of good standing of the Corporation.
(iii) The Agents shall have received at the Closing Time a certificate Company dated the Closing Date, addressed to the Agents Underwriters and counsel to the Agents Underwriters and signed on behalf of the Corporation Company by the President and Chief Executive Officer and the Chief Financial Officer of the Company or other officers of the Corporation Company acceptable to the AgentsUnderwriters, certifying for and on behalf of the Corporation and without personal liabilityCompany, after having made due enquiryinquiry and after having carefully examined the Prospectus and any Prospectus Amendments, that:
(A) since the Corporation respective dates as of which information is given in the Final Prospectus, as amended by any Prospectus Amendments, that (A) there has complied with and satisfied all terms and conditions of this Agreementbeen no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, liabilities (absolute, accrued, contingent or otherwise), capital, operations, financial condition, properties, prospects or assets (including the Snowfield Project, the Debenture Documentation Brucejack Project and the Subscription Agreements on its part to be complied with Snowfield/Brucejack Assets) of the Company or satisfied at or prior 0890693, and (B) no transaction has been entered into by any of the Company which is material to the Closing TimeCompany, other than as disclosed in the Final Prospectus or the Prospectus Amendments, as the case may be;
(B) the representations and warranties of the Corporation contained in this Agreement, the Debenture Documentation and the Subscription Agreements are true and correct at the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement and the Debenture Documentation;
(C) the responses provided by the Corporation at the Due Diligence Session are true and correct and would not be different in any material respect if the Due Diligence Session were held immediately prior to the Closing Time;
(D) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement and the Debenture Documentation, the offering and sale of the Debentures in the Selling Jurisdictions in Canada and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date);
(E) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of or cease trading the Debentures Shares, the Offered Shares or any other securities of the Corporation Company has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporationofficers, after due inquiry, contemplated or threatened under any Applicable of the Canadian Securities Laws or by any other regulatory authority;
(C) the Company has complied with the terms and conditions of this Agreement on its part to be complied with up to and as of the Closing Time;
(D) the representations and warranties of the Company contained in this Agreement and in any certificate or other document delivered pursuant to or in connection with this Agreement are true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement;
(E) none of the Related Agreements have been amended (and no amendments are contemplated) and no conditions therein have been waived or are unsatisfied by any of the parties thereto; and
(F) such other matters as the Underwriters may be reasonably requested request.
(iii) The Underwriters shall have received at the Closing Time a certificate of the Vendor dated the Closing Date, addressed to the Underwriters and counsel to the Underwriters and signed on behalf of the Vendor by the Agents President and Chief Executive Officer and the Chief Financial Officer of the Vendor or other officers of the Agents’ CounselVendor acceptable to the Underwriters, certifying for and on behalf of the Vendor, after having made due inquiry and after having carefully examined the Prospectus and any Prospectus Amendments, that:
(A) the Vendor has complied with the terms and conditions of this Agreement on its part to be complied with up to and as of the Closing Time; and
(B) the representations and warranties of the Vendor contained in this Agreement and in any certificate or other document delivered pursuant to or in connection with this Agreement are true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Silver Standard Resources Inc)
Delivery of Certificates. (i) The Agents Underwriter shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents (and, if necessary for opinion purposes, Underwriter and counsel to the Agents) and Underwriter signed by appropriate officers of the Corporation acceptable Company, in form and substance satisfactory to the AgentsUnderwriter, acting reasonably, with respect to the constating documents and by-laws of the Corporation, no proceedings to voluntarily wind-up or dissolveCompany (and of each of the Material Subsidiaries), all resolutions of the board of directors of the Corporation Company relating to this Agreement, the Debenture Documentation and the transactions contemplated by this Agreement and the Debenture Documentation and the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Agents may reasonably requestCompany.
(ii) The Agents shall have received at the Closing Time a certificate of good standing of the Corporation.
(iii) The Agents Underwriter shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents and counsel to the Agents Underwriter and signed on behalf of the Corporation Company by the Chief Executive Officer and the Chief Financial Officer of the Company or other senior officers of the Corporation Company acceptable to the AgentsUnderwriter, certifying for and on behalf of the Corporation Company (and without personal liability, ) after having made due enquiryenquiry and after having examined the Offering Documents that:
(A) since the Corporation date of this Agreement, there has been no Material Adverse Change and no material transaction has been entered into by the Company or the Subsidiaries other than as disclosed in the Final Offering Documents;
(B) the Final Offering Documents (except any information, statement or omission relating solely to the Underwriter made in reliance upon and in conformity with written information furnished to the Company by the Underwriter specifically for use in the Final Offering Documents) (i) do not contain a misrepresentation; (ii) in the case of the Canadian Final Prospectus do contain full, true and plain disclosure of all material facts relating to the Company and the Securities; (iii) do not contain an untrue statement of a material fact or omit to state a material fact that is required to be stated or that is necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(C) no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Securities or any other securities of the Company has been issued by any regulatory authority or governmental entity in Canada or the United States, and no proceedings for that purpose has been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority or governmental entity in Canada or the United States;
(D) the Company has complied in all material respects with and satisfied all the covenants, terms and conditions of this Agreement, the Debenture Documentation and the Subscription Agreements Agreement on its part to be complied with or satisfied at or prior to the Closing Time;; and
(BE) the representations and warranties of the Corporation Company contained in this Agreement, the Debenture Documentation and the Subscription Agreements Agreement are true and correct at in all material respects as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement Agreement, except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they will be true and correct in all material respects as of that date only, and except in respect of any representations and warranties that are subject to a materiality qualification in which case they will be true and correct in all respects.
(iii) The Underwriter and the Debenture DocumentationCompany shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Underwriter and the Company and signed by appropriate officers or other representative (including the holder of a power of attorney) of each Selling Shareholder, for and on behalf of such Selling Shareholder (without personal liability), with respect to:
(A) the Principal Selling Shareholder only, all resolutions of the board of directors of the Principal Selling Shareholder relating to this Agreement, the incumbency and specimen signatures of signing officers of the Principal Selling Shareholder, and the following matters:
(B) the signatories of such certificate have carefully examined the relevant Selling Shareholder Matters in the Final Offering Documents and this Agreement;
(C) the responses provided by representations and warranties of the Corporation at the Due Diligence Session Selling Shareholder contained in this Agreement are true and correct and would not be different in any all material respect if the Due Diligence Session were held immediately prior to respects as of the Closing Time;, with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement, except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they will be true and correct as of that date only and in respect of any representations and warranties that are subject to a materiality qualification, in which case, they will be true and correct in all respects; and
(D) the Corporation Selling Shareholder has made and/or obtained, complied in all material respects with the terms and conditions of this Agreement on its part to be complied with at or prior to the Closing Time, all necessary filings, approvals, consents .
(iv) The Underwriter shall have received on the date hereof and acceptances of applicable regulatory authorities at the Closing Time a certificate in form and under any applicable agreement or document substance satisfactory to which the Corporation is a party or Underwriter addressed to the Underwriter and signed by which it is bound, required for the execution and delivery of this Agreement and the Debenture Documentation, the offering and sale Chief Financial Officer of the Debentures Company with respect to certain financial information contained in the Selling Jurisdictions in Canada and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date);
(E) no order, ruling or determination having the effect of suspending the sale of or cease trading the Debentures or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporation, contemplated or threatened under any Applicable Securities Laws or by any other regulatory authority; and
(F) such other matters as may be reasonably requested by the Agents or the Agents’ CounselOffering Documents.
Appears in 1 contract
Sources: Underwriting Agreement (BRP Inc.)
Delivery of Certificates. (i) The Agents Investor shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents (and, if necessary for opinion purposes, counsel to the Agents) Investor and signed by officers on behalf of the Corporation acceptable to Company by an officer of the Agents, acting reasonablyCompany, with respect to the constating documents of the Corporation, no proceedings to voluntarily wind-up or dissolveCompany, all resolutions of the board of directors of the Corporation Directors relating to this Agreement, the Debenture Documentation and the transactions contemplated by this Agreement and the Debenture Documentation and the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Agents may reasonably requestCompany.
(ii) The Agents Investor shall have received at the Closing Time a certificate of good standing of the Corporation.
(iii) The Agents shall have received at the Closing Time a certificate Company dated the Closing Date, addressed to the Agents and counsel to the Agents Investor and signed on behalf of the Corporation Company by the Chief Executive Officer and the Chief Financial Officer or other officers an officer of the Corporation acceptable to the AgentsCompany, certifying for and on behalf of the Corporation and without personal liabilityCompany, after having made due enquiryinquiry, that:
(A) since the Corporation has complied with and satisfied all terms and conditions date of this Agreement, that (A) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the Debenture Documentation business, affairs, liabilities (absolute, accrued, contingent or otherwise), capital, operations, financial condition, properties, prospects or assets of the Company or the Subsidiaries, and (B) no transaction has been entered into by the Subscription Agreements on its part to be complied with or satisfied at or prior Company which is material to the Closing TimeCompany;
(B) the representations and warranties of the Corporation contained in this Agreement, the Debenture Documentation and the Subscription Agreements are true and correct at the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement and the Debenture Documentation;
(C) the responses provided by the Corporation at the Due Diligence Session are true and correct and would not be different in any material respect if the Due Diligence Session were held immediately prior to the Closing Time;
(D) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement and the Debenture Documentation, the offering and sale of the Debentures in the Selling Jurisdictions in Canada and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date);
(E) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of or cease trading the Debentures Subscription Shares, or any other securities of the Corporation Company has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporationofficers, after due inquiry, contemplated or threatened under any Applicable of the Securities Laws or by any other regulatory authority;
(C) the Company has complied with the terms and conditions of this Agreement on its part to be complied with up to and as of the Closing Time; and
(FD) such the representations and warranties of the Company contained in this Agreement and in any certificate or other matters document delivered pursuant to or in connection with this Agreement are accurate in all material respects, except for those representations and warranties which are already qualified by materiality which will be true in all respects, as may be reasonably requested of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement.
(iii) The Company will deliver to the Agents Investor certificates of good standing and/or compliance (or the Agents’ Counselequivalent), where issuable under applicable law, for the Company and the Subsidiaries, each dated within one day prior to the Closing Date.
Appears in 1 contract
Sources: Subscription Agreement (Zijin Mining Group Co., Ltd.)
Delivery of Certificates. (i) The Agents shall have received at the Closing Time Time:
(i) a certificate of the Company dated the Closing Date, addressed to the Agents and signed on the Company’s behalf by its Chief Executive Officer or such other officer or director of the Company satisfactory to the Agents, acting reasonably, with respect to the articles and notice of articles of the Company, all resolutions of the board of directors of the Company relating to this Agreement and the incumbency and specimen signatures of signing officers of the Company and such other matters as the Agents may reasonably request;
(ii) a certificate dated the Closing Date, addressed to the Agents (and, if necessary for opinion purposes, counsel to the Agents’ Counsel) and signed by officers of the Corporation acceptable to the Agents, acting reasonably, with respect to the constating documents of the Corporation, no proceedings to voluntarily wind-up or dissolve, all resolutions of the board of directors of the Corporation relating to this Agreement, the Debenture Documentation and the transactions contemplated by this Agreement and the Debenture Documentation and the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Agents may reasonably request.
(ii) The Agents shall have received at the Closing Time a certificate of good standing of the Corporation.
(iii) The Agents shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents and counsel to the Agents and signed on behalf of the Corporation Company by the Chief Executive Officer and the Chief Financial Officer or other officers of the Corporation Company acceptable to the Agents, acting reasonably, certifying for and on behalf of the Corporation Company and without personal liability, after having made due enquiryenquiry and after having carefully examined the Final Offering Documents, the U.S. Placement Memorandum and any Offering Document Amendment:
(A) that since the Corporation respective dates as of which information is given in the Final Offering Documents, as amended by any Offering Document Amendment, and the U.S. Placement Memorandum: (1) there has complied with been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Company and satisfied all terms its subsidiaries taken as a whole; and conditions of this Agreement(2) no transaction has been entered into by either the Company or its subsidiaries which is material to the Company and its subsidiaries taken as a whole, other than as disclosed in the Final Offering Documents, the Debenture Documentation and U.S. Placement Memorandum or the Subscription Agreements on its part to be complied with or satisfied at or prior to Offering Document Amendments, as the Closing Timecase may be;
(B) that the representations Prospectus does not contain a misrepresentation and warranties contains full, true and plain disclosure of all material facts relating to the Corporation contained in this Agreement, the Debenture Documentation Company and the Subscription Agreements are true and correct at securities being offered under the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement and the Debenture DocumentationProspectus (other than any Agents’ Information);
(C) that the responses provided by U.S. Placement Memorandum does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the Corporation at statement made therein, in the Due Diligence Session are true and correct and would light of the circumstances under which they were made, not be different in any material respect if the Due Diligence Session were held immediately prior to the Closing Timemisleading;
(D) that no order, ruling or determination having the Corporation effect of suspending the sale or ceasing the trading of the Shares or any other securities of the Company has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or by any other regulatory authority;
(E) the Company has made and/or obtained, obtained on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation Company is a party or by which it is bound, required for the execution and delivery of this Agreement and the Debenture DocumentationAgreement, the offering and sale of the Debentures in the Selling Jurisdictions in Canada Offered Shares and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date);
(EF) no order, ruling or determination having that the effect Company has complied with the terms and conditions of suspending the sale of or cease trading the Debentures or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, this Agreement on its part to be complied with up to the knowledge of such officer of the Corporation, contemplated or threatened under any Applicable Securities Laws or by any other regulatory authorityClosing Time; and
(FG) such other matters that the representations and warranties of the Company contained in this Agreement are true and correct as may be reasonably requested of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement; and
(iii) certificates of status and/or compliance, where issuable under applicable law, for the Agents or Company, Plus Nevada and ▇▇▇▇▇▇▇▇, each dated within one Business Day prior to the Agents’ CounselClosing Date.
Appears in 1 contract
Sources: Agency Agreement
Delivery of Certificates. (i) The Agents Agent shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents Agent (and, if necessary for opinion purposes, counsel to the AgentsAgent) and signed by officers of the Corporation acceptable to the AgentsAgent, acting reasonably, with respect to certifying (1) the constating documents of the Corporation, (2) that no proceedings to voluntarily wind-up or dissolvehave been taken for voluntary dissolution, (3) all resolutions of the board of directors of the Corporation relating to this Agreement, the Debenture Documentation Subscription Receipt Agreement, the Subscription Agreements, the Warrant Certificates and the transactions contemplated by this Agreement Compensation Warrant Certificates, and the Debenture Documentation and (4) the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Agents may reasonably requestCorporation.
(ii) The Agents shall have received at the Closing Time a certificate of good standing of the Corporation.
(iii) The Agents Agent shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents and counsel to the Agents Agent and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer or other officers of the Corporation acceptable to the AgentsCorporation, certifying for and on behalf of the Corporation and without personal liability, liability and after having made due enquiry:
(A) since the Corporation has complied with and satisfied all terms and conditions effective date of this Agreement, (1) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the Debenture Documentation business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation and its Subsidiary taken as a whole, and (2) no transaction has been entered into by either the Subscription Agreements on Corporation or its part to be complied with or satisfied at or prior Subsidiary which is material to the Closing TimeCorporation and its Subsidiary taken as a whole;
(B) the representations and warranties of the Corporation contained in this Agreement, the Debenture Documentation and the Subscription Agreements are true and correct at the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement and the Debenture Documentation;
(C) the responses provided by the Corporation at the Due Diligence Session are true and correct and would not be different in any material respect if the Due Diligence Session were held immediately prior to the Closing Time;
(D) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement and the Debenture Documentation, the offering and sale of the Debentures in the Selling Jurisdictions in Canada and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date);
(E) that no order, ruling or determination having the effect of suspending the sale or ceasing the trading of or cease trading the Debentures Common Shares or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporationofficers, contemplated or threatened under any Applicable of Canadian Securities Laws or by any other regulatory authority;
(C) that the Corporation has complied in all material respects with the terms and conditions of this Agreement on its part to be complied with up to the Closing Time; and
(FD) such other matters that the representations and warranties of the Corporation contained in this Agreement are true and correct as may be reasonably requested by of the Agents or Closing Time with the Agents’ Counselsame force and effect as if made at and as of the Closing Time.
Appears in 1 contract