General Matters. (a) Restricted Stock Units are not transferable or assignable (b) This Agreement is not an employment contract and nothing in this Agreement shall be deemed to create in any way whatsoever any obligation on the Participant’s part to continue to work for the Company (or any subsidiary of the Company), or of the Company (or any subsidiary of the Company) to continue to employ the Participant. (c) This Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement and the Plan, such matters shall be governed by the terms and provisions of the Plan. (d) For the grant of the Restricted Stock Units to be effective, this Agreement must be executed by the Participant and returned to the Company. (e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, the number of Restricted Stock Units granted, and if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it will, in a timely manner, execute, deliver, file and otherwise assist the company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange. (f) Time shall be of the essence of this Agreement. (g) This Agreement shall be governed by the laws of the Province of Alberta. The parties agree that any disputes under this Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein. (h) The Participant acknowledges that neither the Plan or this Agreement restricts the Company’s ability to conduct its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock Units.
Appears in 3 contracts
Sources: Director Restricted Stock Unit Award Agreement (NUCRYST Pharmaceuticals Corp.), Director Restricted Stock Unit Award Agreement (NUCRYST Pharmaceuticals Corp.), Restricted Stock Unit Award Agreement (NUCRYST Pharmaceuticals Corp.)
General Matters. (a) Restricted Stock Units Options are not transferable or assignable.
(b) This Award Agreement is not an employment contract and nothing in this Award Agreement shall be deemed to create in any way whatsoever any obligation on the Participant’s part to continue to work for the Company (or any subsidiary of the Company), or of the Company (or any subsidiary of the Company) to continue to employ the Participant.
(c) This Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement and the Plan, such matters shall be governed by the terms and provisions of the Plan.
(d) For the grant of the Restricted Stock Units to be effective, this Agreement must be executed by the Participant and returned to the Company.
(e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, Participant and the number of Restricted Stock Units Options granted, and if . If required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it the Participant will, in a timely manner, execute, deliver, file and otherwise assist the company Company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units Options as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange.
(fd) Time shall be This Award Agreement, the Employment Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Options to the essence of this AgreementParticipant and supersede all prior communications, representations and negotiations in respect thereto.
(ge) For the grant of the Options to be effective, this Award Agreement must be executed by the Participant and returned to the Company.
(f) This Award Agreement shall be governed by the laws of the Province of Alberta. The parties agree that any disputes under this Award Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein.
(g) Time shall be of the essence of this Award Agreement.
(h) The Participant acknowledges that neither the Plan or nor this Award Agreement restricts the Company’s ability to conduct its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock UnitsOptions.
(i) The Participant shall not have any of the rights and privileges of a shareholder of the Company by virtue of being granted Options.
Appears in 2 contracts
Sources: Stock Option Award Agreement (NUCRYST Pharmaceuticals Corp.), Stock Option Award Agreement (NUCRYST Pharmaceuticals Corp.)
General Matters. (a) Restricted Stock Units This Agreement shall be read with all changes in gender or number as may be required by the context. The paragraph headings are for identification purposes only and shall not transferable or assignablebe considered as part of this Agreement;
(b) All covenants, undertakings, terms and conditions as given by and imposed upon the Purchaser under the provisions of this Agreement entitled by their nature to survive Closing of this transaction shall remain in full force and effect and shall not merge in any transfer of the Property to the Purchaser. Where there are two or more Purchasers bound by the said covenants contained herein, their obligations shall be joint and several;
(c) In the event of default or breach of this Agreement by the Purchaser any amount paid by the Purchaser under the provisions of this Agreement shall be forfeited to the Vendor, irrespective of any other right, cause of action or remedy to which the Vendor may be entitled hereunder in law or in equity;
(d) The Vendor warrants that it is a resident of Canada within the intent and meaning of Section 116 of the Income Tax Act (Canada) or any amendments thereto and will be so on the Closing Date; and
(e) This Agreement shall enure to the benefit of and be binding upon the parties hereto, their heirs, executors, administrators, successors and assigns.
(f) If there is not an employment contract more than one Purchaser under this Agreement, all covenants, promises, agreements and nothing other obligations of the Purchaser as set out in this Agreement shall be deemed and construed to create in any way whatsoever any obligation on be, and shall be fully binding as, the Participant’s part to continue to work for the Company (or any subsidiary joint and several covenants, promises, agreements and obligations of the Company), or of the Company (or any subsidiary of the Company) to continue to employ the Participant.
(c) This Agreement each and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for every Purchaser. For greater certainty, any default by one Purchaser hereunder shall constitute a default by each and every other Purchaser, for which each and every Purchaser shall be jointly and severally liable. The Purchaser agrees that any person who takes title to the property as a beneficiary and/or pursuant to a direction or authorization signed by the Purchaser shall be deemed for all purposes to have signed this agreement through the agency of the Purchaser, or to be the partner of the Purchaser and to be jointly and severally bound by this Agreement. In doing so, the Purchaser acknowledges that this may result in the event loss of eligibility for the Rebates. Notwithstanding any inconsistencies other provision in this Agreement, the Vendor may demand as between this Agreement and a condition precedent to the PlanVendor's obligation to close, such matters shall be governed by the terms and provisions of the Plan.
(d) For the grant of the Restricted Stock Units that any person referred to as a beneficiary and/or in a direction or authorization as a person to be effective, this Agreement must named as a transferee shall sign an acknowledgement on the Vendor's form agreeing to be executed bound by the Participant and returned to the Company.
(e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, the number of Restricted Stock Units granted, and if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it will, in a timely manner, execute, deliver, file and otherwise assist the company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange.
(f) Time shall be of the essence of this Agreement.
(g) This The Purchaser acknowledges and agrees that notwithstanding any rights which the Purchaser might have at law or in equity arising out of this Agreement, the Purchaser shall not assert any of such rights nor have any claim or cause of action as a result of any matter or thing arising under or in connection with this Agreement shall against any person, firm, corporation or other legal entity, other than the person, firm, corporation or legal entity specifically named or defined as the Vendor herein, even though the Vendor may be governed found to be a nominee, agent or representative of another person, firm, corporation or other legal entity, and this acknowledgement and agreement may be pleaded as an estopped in bar against the Purchaser in any action or proceeding brought by the laws Purchaser to assert any of such rights, claims or causes of action. Furthermore, the Province of Alberta. The parties Purchaser and the Vendor acknowledge and agree that any disputes under this Agreement shall be resolved by deemed to be a contract under seal. In addition, the courts of Alberta Purchaser acknowledges and each of agrees that the parties irrevocably attorn offer to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein.
(h) The Participant acknowledges that neither the Plan or enter into this Agreement restricts the Company’s ability to conduct constitutes an offer "under seal" and, as such, is irrevocable in accordance with its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock Unitsterms.
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement
General Matters. (a) Restricted Stock Units Options are not transferable or assignable.
(b) This Agreement is not an employment contract and nothing in this Agreement shall be deemed to create in any way whatsoever any obligation on the Participant’s part to continue to work for the Company (or any subsidiary of the Company), or of the Company (or any subsidiary of the Company) to continue to employ the Participant.
(c) This Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement and the Plan, such matters shall be governed by the terms and provisions of the Plan.
(d) For the grant of the Restricted Stock Units to be effective, this Agreement must be executed by the Participant and returned to the Company.
(e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, the number of Restricted Stock Units Options granted, and if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it will, in a timely manner, execute, deliver, file and otherwise assist the company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units Options as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange.
(fd) Time This Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Options to the Participant and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement and the Plan, such matters shall be governed by the terms and provisions of the essence of this AgreementPlan.
(ge) For the grant of the Options to be effective, this Agreement must be executed by the Participant and returned to the Company.
(f) This Agreement shall be governed by the laws of the Province of Alberta. The parties agree that any disputes under this Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein.
(g) Time shall be of the essence of this Agreement.
(h) The Participant acknowledges that neither the Plan or this Agreement restricts the Company’s ability to conduct its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock UnitsOptions.
(i) The Participant shall not have any of the rights and privileges of a shareholder of the Company by virtue of being granted Options.
Appears in 2 contracts
Sources: Stock Option Award Agreement (NUCRYST Pharmaceuticals Corp.), Director Stock Option Award Agreement (NUCRYST Pharmaceuticals Corp.)
General Matters. (a) Restricted Stock Units are not transferable or assignable
(b) This Award Agreement is not an employment contract and nothing in this Award Agreement shall be deemed to create in any way whatsoever any obligation on the Participant’s part to continue to work for the Company (or any subsidiary of the Company), or of the Company (or any subsidiary of the Company) to continue to employ the Participant.
(c) This Award Agreement, the Employment Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units herein to the Participant herein and supersedes supersede all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in thereto. In the event of any inconsistencies as between this Award Agreement and the Plan, such matters shall be governed by the terms and provisions of the Plan.
(d) For the grant of the Restricted Stock Units to be effective, this Award Agreement must be executed by the Participant and returned to the Company.
(e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, Participant and the number of Restricted Stock Units granted, and if . If required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it the Participant will, in a timely manner, execute, deliver, file and otherwise assist the company Company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange.
(f) Time shall be of the essence of in this Award Agreement.
(g) This Award Agreement shall be governed by the laws of the Province of Alberta. The parties agree that any disputes under this Award Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein.
(h) The Participant acknowledges that neither the Plan or this Award Agreement restricts the Company’s ability to conduct its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock Units.. The Company and the Participant have executed this Award Agreement on the ___day of August, 2007. By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (Participant) GRANT of Options made as of , 200___(the “Grant Date”) TO: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “Participant”)
Appears in 1 contract
Sources: Employment Agreement (NUCRYST Pharmaceuticals Corp.)
General Matters. (a) Restricted Stock Units Options are not transferable or assignable.
(b) This Award Agreement is not an employment contract and nothing in this Award Agreement shall be deemed to create in any way whatsoever any obligation on the Participant’s part to continue to work for the Company (or any subsidiary of the Company), or of the Company (or any subsidiary of the Company) to continue to employ the Participant.
(c) This Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement and the Plan, such matters shall be governed by the terms and provisions of the Plan.
(d) For the grant of the Restricted Stock Units to be effective, this Agreement must be executed by the Participant and returned to the Company.
(e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Toronto Stock Exchange (the “Exchange”) or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, Participant and the number of Restricted Stock Units Options granted, and if . If required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it the Participant will, in a timely manner, execute, deliver, file and otherwise assist the company Company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units Options as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange.
(fd) Time shall be This Award Agreement, the Employment Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Options to the essence of this AgreementParticipant and supersede all prior communications, representations and negotiations in respect thereto.
(ge) For the grant of the Options to be effective, this Award Agreement must be executed by the Participant and returned to the Company.
(f) This Award Agreement shall be governed by the laws of the Province of Alberta. The parties agree that any disputes under this Award Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein.
(g) Time shall be of the essence of this Award Agreement.
(h) The Participant acknowledges that neither the Plan or nor this Award Agreement restricts the Company’s ability to conduct its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock UnitsOptions.
(i) The Participant shall not have any of the rights and privileges of a shareholder of the Company by virtue of being granted Options.
Appears in 1 contract
Sources: Stock Option Award Agreement (NUCRYST Pharmaceuticals Corp.)
General Matters. (a) Restricted Stock Units This Agreement shall be read with all changes in gender or number as may be required by the context. The paragraph headings are for identification purposes only and shall not transferable or assignablebe considered as part of this Agreement;
(b) All covenants, undertakings, terms and conditions as given by and imposed upon the Purchaser under the provisions of this Agreement entitled by their nature to survive Closing of this transaction shall remain in full force and effect and shall not merge in any transfer of the Property to the Purchaser. Where there are two or more Purchasers bound by the said covenants contained herein, their obligations shall be joint and several;
(c) In the event of default or breach of this Agreement by the Purchaser any amount paid by the Purchaser under the provisions of this Agreement shall be forfeited to the Vendor, irrespective of any other right, cause of action or remedy to which the Vendor may be entitled hereunder in law or in equity;
(d) The Vendor warrants that it is a resident of Canada within the intent and meaning of Section 116 of the Income Tax Act (Canada) or any amendments thereto and will be so on the Closing Date; and
(e) This Agreement shall ensure to the benefit of and be binding upon the parties hereto, their heirs,executors, administrators, successors and assigns.
(f) If there is not an employment contract more than one Purchaser under this Agreement, all covenants, promises, agreements and nothing other obligations of the Purchaser as set out in this Agreement shall be deemed and construed to create in any way whatsoever any obligation on be, and shall be fully binding as, the Participant’s part to continue to work for the Company (or any subsidiary joint and several covenants, promises, agreements and obligations of the Company), or of the Company (or any subsidiary of the Company) to continue to employ the Participant.
(c) This Agreement each and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for every Purchaser. For greater certainty, any default by one Purchaser hereunder shall constitute a default by each and every other Purchaser, for which each and every Purchaser shall be jointly and severally liable. The Purchaser agrees that any person who takes title to the property as a beneficiary and/or pursuant to a direction or authorization signed by the Purchaser shall be deemed for all purposes to have signed this agreement through the agency of the Purchaser, or to be the partner of the Purchaser and to be jointly and severally bound by this Agreement. In doing so, the Purchaser acknowledges that this may result in the event loss of eligibility for the Rebates. Notwithstanding any inconsistencies other provision in this Agreement, the Vendor may demand as between this Agreement and a condition precedent to the PlanVendor's obligation to close, such matters shall be governed by the terms and provisions of the Plan.
(d) For the grant of the Restricted Stock Units that any person referred to as a beneficiary and/or in a direction or authorization as a person to be effective, this Agreement must named as a transferee shall sign an acknowledgement on the Vendor's form agreeing to be executed bound by the Participant and returned to the Company.
(e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, the number of Restricted Stock Units granted, and if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it will, in a timely manner, execute, deliver, file and otherwise assist the company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange.
(f) Time shall be of the essence of this Agreement.
(g) This The Purchaser acknowledges and agrees that notwithstanding any rights which the Purchaser might have at law or in equity arising out of this Agreement, the Purchaser shall not assert any of such rights nor have any claim or cause of action as a result of any matter or thing arising under or in connection with this Agreement shall against any person, firm, corporation or other legal entity, other than the person, firm, corporation or legal entity specifically named or defined as the Vendor herein, even though the Vendor may be governed found to be a nominee, agent or representative of another person, firm, corporation or other legal entity, and this acknowledgement and agreement may be pleaded as an estopped in bar against the Purchaser in any action or proceeding brought by the laws Purchaser to assert any of such rights, claims or causes of action. Furthermore, the Province of Alberta. The parties Purchaser and the Vendor acknowledge and agree that any disputes under this Agreement shall be resolved by deemed to be a contract under seal. In addition, the courts of Alberta Purchaser acknowledges and each of agrees that the parties irrevocably attorn offer to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein.
(h) The Participant acknowledges that neither the Plan or enter into this Agreement restricts the Company’s ability to conduct constitutes an offer "under seal" and, as such, is irrevocable in accordance with its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock Unitsterms.
Appears in 1 contract
Sources: Purchase and Sale Agreement
General Matters. (a) Restricted Stock Units Options are not transferable or assignable.
(b) This Award Agreement is not an employment contract and nothing in this Award Agreement shall be deemed to create in any way whatsoever any obligation on the Participant’s part to continue to work for the Company (or any subsidiary of the Company), or of the Company (or any subsidiary of the Company) to continue to employ the Participant.
(c) This Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement and the Plan, such matters shall be governed by the terms and provisions of the Plan.
(d) For the grant of the Restricted Stock Units to be effective, this Agreement must be executed by the Participant and returned to the Company.
(e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, Participant and the number of Restricted Stock Units Options granted, and if . If required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it the Participant will, in a timely manner, execute, deliver, file and otherwise assist the company Company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units Options as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange.
(fd) Time shall be This Award Agreement, the Employment Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Options to the essence of this AgreementParticipant and supersede all prior communications, representations and negotiations in respect thereto.
(ge) For the grant of the Options to be effective, this Award Agreement must be executed by the Participant and returned to the Company.
(f) This Award Agreement shall be governed by the laws of the Province of Alberta. The parties agree that any disputes under this Award Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein.
(g) Time shall be of the essence of this Award Agreement.
(h) The Participant acknowledges that neither the Plan or nor this Award Agreement restricts the Company’s ability to conduct its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock UnitsOptions.
(i) The Participant shall not have any of the rights and privileges of a shareholder of the Company by virtue of being granted Options. The Company and the Participant have executed this Award Agreement on the ___day of ___, 200_. By: T▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (Participant) THIS AGREEMENT made as of the 22nd day of August, 2007. BETWEEN: NUCRYST Pharmaceuticals Corp. a corporation incorporated under the laws of Alberta T▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a businessman
Appears in 1 contract
Sources: Employment Agreement (NUCRYST Pharmaceuticals Corp.)
General Matters. (a) Restricted Stock Units This Agreement shall be read with all changes in gender or number as may be required by the context. The paragraph headings are for identification purposes only and shall not transferable or assignablebe considered as part of this Agreement;
(b) The Vendor reserves the right to require that all deposit payments under this Agreement be made by pre-authorized deposit. The Purchaser further agrees to execute all necessary documents and provide any required information to enable the Vendor to initiate and debit the agreed deposit amounts from the Purchaser’s designated bank account or credit card as specified in the pre-authorized deposit agreement.
(c) All covenants, undertakings, terms and conditions as given by and imposed upon the Purchaser under the provisions of this Agreement entitled by their nature to survive Closing of this transaction shall remain in full force and effect and shall not merge in any transfer of the Property to the Purchaser. Where there are two or more Purchasers bound by the said covenants contained herein, their obligations shall be joint and several;
(d) In the event of default or breach of this Agreement by the Purchaser any amount paid by the Purchaser under the provisions of this Agreement shall be forfeited to the Vendor, irrespective of any other right, cause of action or remedy to which the Vendor may be entitled hereunder in law or in equity;
(e) The Vendor warrants that it is a resident of Canada within the intent and meaning of Section 116 of the Income Tax Act (Canada) or any amendments thereto and will be so on the Closing Date; and
(f) This Agreement shall enure to the benefit of and be binding upon the parties hereto, their heirs, executors, administrators, successors and assigns.
(g) If there is not an employment contract more than one Purchaser under this Agreement, all covenants, promises, agreements and nothing other obligations of the Purchaser as set out in this Agreement shall be deemed and construed to create in any way whatsoever any obligation on be, and shall be fully binding as, the Participant’s part to continue to work for the Company (or any subsidiary joint and several covenants, promises, agreements and obligations of the Company), or of the Company (or any subsidiary of the Company) to continue to employ the Participant.
(c) This Agreement each and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for every Purchaser. For greater certainty, any default by one Purchaser hereunder shall constitute a default by each and every other Purchaser, for which each and every Purchaser shall be jointly and severally liable. The Purchaser agrees that any person who takes title to the property as a beneficiary and/or pursuant to a direction or authorization signed by the Purchaser shall be deemed for all purposes to have signed this agreement through the agency of the Purchaser, or to be the partner of the Purchaser and to be jointly and severally bound by this Agreement. In doing so, the Purchaser acknowledges that this may result in the event loss of eligibility for the Rebates. Notwithstanding any inconsistencies other provision in this Agreement, the Vendor may demand as between this Agreement and a condition precedent to the PlanVendor's obligation to close, such matters shall be governed by the terms and provisions of the Plan.
(d) For the grant of the Restricted Stock Units that any person referred to as a beneficiary and/or in a direction or authorization as a person to be effective, this Agreement must named as a transferee shall sign an acknowledgement on the Vendor's form agreeing to be executed bound by the Participant and returned to the Company.
(e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, the number of Restricted Stock Units granted, and if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it will, in a timely manner, execute, deliver, file and otherwise assist the company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange.
(f) Time shall be of the essence of this Agreement.
(g) This Agreement shall be governed by the laws of the Province of Alberta. The parties agree that any disputes under this Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein.
(h) The Participant Purchaser acknowledges and agrees that neither notwithstanding any rights which the Plan Purchaser might have at law or in equity arising out of this Agreement, the Purchaser shall not assert any of such rights nor have any claim or cause of action as a result of any matter or thing arising under or in connection with this Agreement restricts against any person, firm, corporation or other legal entity, other than the Company’s ability person, firm, corporation or legal entity specifically named or defined as the Vendor herein, even though the Vendor may be found to conduct be a nominee, agent or representative of another person, firm, corporation or other legal entity, and this acknowledgement and agreement may be pleaded as an estopped in bar against the Purchaser in any action or proceeding brought by the Purchaser to assert any of such rights, claims or causes of action. Furthermore, the Purchaser and the Vendor acknowledge and agree that this Agreement shall be deemed to be a contract under seal. In addition, the Purchaser acknowledges and agrees that the offer to enter into this Agreement constitutes an offer "under seal" and, as such, is irrevocable in accordance with its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock Unitsterms.
Appears in 1 contract
Sources: Agreement of Purchase and Sale
General Matters. To: (i) change the name or street address of the Property or designation of the Premises, (ii) install and maintain signs on and about the Property, and grant any other Person the right to do so, (iii) retain at all times, and use in appropriate instances, keys to all doors within and into the Premises (subject to the following paragraph concerning Secure Areas), (iv) grant to any Person the right to conduct any business or render any service at the Property, whether or not the same are similar to the use permitted Tenant by this Lease, (v) have access for Landlord and other tenants of the Property to any mail chutes located on the Premises according to the rules of the United States Postal Service (and to install or remove such chutes), and (vi) in case of fire, invasion, insurrection, riot, civil disorder, public excitement or other dangerous condition, or threat thereof: (a) Restricted Stock Units are not transferable limit or assignable
prevent access to the Property, (b) This Agreement is not an employment contract and nothing in this Agreement shall be deemed to create in any way whatsoever any obligation on the Participant’s part to continue to work for the Company (or any subsidiary of the Company)shut down elevator service, or of the Company (or any subsidiary of the Company) to continue to employ the Participant.
(c) This Agreement activate elevator emergency controls, and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement and the Plan, such matters shall be governed by the terms and provisions of the Plan.
(d) For otherwise take such action or preventative measures deemed necessary by Landlord for the grant safety of tenants of the Restricted Stock Units Property or the protection of the Property and other property located thereon or therein (but this provision shall impose no duty on Landlord to be effectivetake such actions, and no liability for actions taken in good faith). Notwithstanding anything contained in this Agreement must be executed by the Participant and returned Lease to the Company.
contrary, Tenant shall have the right to designate certain areas within the Premises as secure areas (e"Secure Areas") The Participant which shall be locked by Tenant and to which Landlord shall not have the key or other method of access (such as key cards or security codes). Tenant acknowledges that the Company may be required to disclose ▇▇▇▇▇▇▇▇'s lack of access to the securities regulatory authorities, Secure Areas may impair the Exchange ability of Landlord or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, the number of Restricted Stock Units granted, and if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it will, in a timely manner, execute, deliver, file and otherwise assist the company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange.
(f) Time shall be of the essence of this Agreement.
(g) This Agreement shall be governed by the laws of the Province of Alberta. The parties agree that any disputes under this Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein.
(h) The Participant acknowledges that neither the Plan or this Agreement restricts the Company’s ability to conduct its business persons (including, but not limited towithout limitation, fire and police personnel) to respond to emergency situations in the Secure Areas. Tenant waives and releases all claims, demands, liabilities or losses (collectively, "claims") which may arise or occur as a result of any delay in gaining access to the Secure Areas by Landlord or other persons (including, without limitation, fire and police personnel) in emergency situations, and Tenant shall defend, indemnify and hold Landlord and its agents and employees harmless from any such decisions as transactions with related claims by third parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of . Landlord shall have no obligation to provide any janitorial services to the effect those decisions may have on the value of Restricted Stock UnitsSecure Areas.
Appears in 1 contract
Sources: Office Lease (Red Hat Inc)
General Matters. (a) Restricted Stock Units Options are not transferable or assignable.
(b) This Award Agreement is not an employment contract and nothing in this Award Agreement shall be deemed to create in any way whatsoever any obligation on the Participant’s part to continue to work for the Company (or any subsidiary of the Company), or of the Company (or any subsidiary of the Company) to continue to employ the Participant.
(c) This Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement and the Plan, such matters shall be governed by the terms and provisions of the Plan.
(d) For the grant of the Restricted Stock Units to be effective, this Agreement must be executed by the Participant and returned to the Company.
(e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Toronto Stock Exchange (the “Exchange”) or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, Participant and the number of Restricted Stock Units Options granted, and if . If required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it the Participant will, in a timely manner, execute, deliver, file and otherwise assist the company Company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units Options as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange.
(fd) Time shall be This Award Agreement, the Employment Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Options to the essence of this AgreementParticipant and supersede all prior communications, representations and negotiations in respect thereto.
(ge) For the grant of the Options to be effective, this Award Agreement must be executed by the Participant and returned to the Company.
(f) This Award Agreement shall be governed by the laws of the Province of Alberta. The parties agree that any disputes under this Award Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein.
(g) Time shall be of the essence of this Award Agreement.
(h) The Participant acknowledges that neither the Plan or nor this Award Agreement restricts the Company’s ability to conduct its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock UnitsOptions. The Participant shall not have any of the rights and privileges of a shareholder of the Company by virtue of being granted Options.
Appears in 1 contract
Sources: Employment Agreement (NUCRYST Pharmaceuticals Corp.)
General Matters. (a) Restricted Stock Units are not transferable or assignable
(b) This Award Agreement is not an employment contract and nothing in this Award Agreement shall be deemed to create in any way whatsoever any obligation on the Participant’s part to continue to work for the Company (or any subsidiary of the Company), or of the Company (or any subsidiary of the Company) to continue to employ the Participant.
(c) This Award Agreement, the Employment Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units herein to the Participant herein and supersedes supersede all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in thereto. In the event of any inconsistencies as between this Award Agreement and the Plan, such matters shall be governed by the terms and provisions of the Plan.
(d) For the grant of the Restricted Stock Units to be effective, this Award Agreement must be executed by the Participant and returned to the Company.
(e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, Participant and the number of Restricted Stock Units granted, and if . If required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it the Participant will, in a timely manner, execute, deliver, file and otherwise assist the company Company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange.
(f) Time shall be of the essence of in this Award Agreement.
(g) This Award Agreement shall be governed by the laws of the Province of Alberta. The parties agree that any disputes under this Award Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein.
(h) The Participant acknowledges that neither the Plan or this Award Agreement restricts the Company’s ability to conduct its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock Units.. The Company and the Participant have executed this Award Agreement on the ___day of August, 2007. By: T▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (Participant) • GRANT of Options made as of ___, 200___(the “Grant Date”) TO: T▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “Participant”)
Appears in 1 contract
Sources: Employment Agreement (NUCRYST Pharmaceuticals Corp.)
General Matters. (a) Restricted Stock Units are not transferable or assignableLessee hereby represents and warrants that: ---------------
(bi) This Agreement Lessee is not an employment contract a corporation duly organized, validly existing and nothing in this Agreement shall be deemed good standing under the laws of Ohio, and is qualified to create do business in, and is in any way whatsoever any obligation on good standing in, Pennsylvania and each other state or other jurisdiction in which the Participant’s part to continue to work for the Company (nature of its business or any subsidiary of the Company), or of the Company (or any subsidiary of the Company) to continue to employ the Participantactivities makes such qualification necessary.
(cii) This Agreement Lessee has the corporate power and authority to conduct its business as presently conducted and as presently proposed to be conducted, to own or hold under lease its properties, to execute, deliver and perform this Lease and each other Operative Document and each other agreement, instrument and document to be executed and delivered by it in connection therewith, and to lease the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein Leased Property from Lessor under this Lease, and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of no such transaction will violate any inconsistencies as between this Agreement and the Plan, such matters shall be governed by the terms and provisions of the PlanApplicable Law.
(diii) For the grant leasing of the Restricted Stock Units Leased Property by Lessee from Lessor under this Lease, the execution and delivery of each Operative Document and other related instruments, documents and agreements, and the compliance by Lessee with the terms hereof and thereof, and the payments and performance by Lessee of all of its obligations hereunder and thereunder (A) have been duly and legally authorized by proper corporate proceedings (including any necessary shareholder action) on its part; (B) are not in contravention of, and will not result in a violation or breach of, any of the terms of Lessee's corporate charter or by-laws; (C) do not and will not violate or constitute a breach of any material provision of Applicable Law, and do not and will not violate, conflict with or constitute (with or without notice or lapse of time or both) a default under any indenture, agreement, lease or other instrument to which Lessee is a party or by or under which Lessee or any of Lessee's property is bound or affected; (D) do not and will not result in the creation or imposition of any Lien upon any of Lessee's property or assets; and (E) do not and will not require any Government Action by any Authority, except for (x) the filings and recordings listed on Exhibit F to perfect the rights of Lessor intended to be effectivecreated by the --------- Operative Documents, and (y) those Government Actions required with respect to Lessee or any of its Affiliates listed on Exhibit N, each of which have --------- been duly effected and are, or on the Initial Advance Date will be, in full force and effect; and Lessee is not in default under or in violation of its charter or by-laws.
(iv) this Agreement must be Lease and the other Operative Documents have been, or when delivered in accordance with the terms hereof and thereof will have been, executed by the Participant duly authorized officer or officers of Lessee and returned delivered to Lessor and the CompanyCertificate Purchasers and constitute, or will constitute, the legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.
(ev) The Participant acknowledges that neither the Company execution and delivery of any Operative Document by Lessee, nor the payment and performance by Lessee of its obligations hereunder and thereunder, requires the consent or approval of, the giving of notice to, or the registration, filing or recording with, or the taking of any other action in respect of, any Authority or any other Person other than as the same may be required herein.
(vi) neither Lessee nor any of its Affiliates has granted, nor will they grant, any Lien on any of the Leased Property or this Lease, to disclose any Person other than Lessor, and no Lien, other than the Lien granted to Lessor hereunder (and any Lien hereafter granted by Lessor) and Permitted Liens, has attached to any of the Leased Property or this Lease, or in any manner has affected adversely Lessor's rights and security interest therein.
(vii) except as described in Exhibit O hereof, there is no action, --------- proceeding or investigation pending or, to the securities regulatory authoritiesbest of Lessee's knowledge, threatened which questions the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number validity of the Participant, Operative Documents to which Lessee is a party or any action taken or to be taken pursuant to the number of Restricted Stock Units granted, and if required by applicable securities legislation, regulations, rules, policies Operative Documents to which Lessee is a party or orders or by any securities commission, the Exchange or other regulatory authority, it will, in a timely manner, execute, deliver, file and otherwise assist the company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units as may Leased Property or any present or intended future use thereof, which violations and instances of non-compliance described in Exhibit O could --------- not reasonably be required expected to have, individually or requested by in the Company to enable the Company to comply with applicable securities legislationaggregate, regulationsa Material Adverse Effect, rules, policies or orders or the requirements and Lessee is not aware of any securities commission circumstances which could give rise to the commencement of any such action, proceeding or investigation, or issuance of any notice, complaint or order, and there is no action, proceeding, notice, complaint, order of violation or non- compliance, or investigation pending or, to the best of Lessee's knowledge, threatened against or affecting Lessee in any court or before any regulatory commission, board or other regulatory authority or the Exchangeadministrative Authority which, if decided adversely to Lessee, would have a Material Adverse Effect.
(fviii) Time shall be Lessee has heretofore furnished to the Certificate Purchasers (a) consolidated balance sheets of Lessee and its Subsidiaries as at September 30, 1996 and September 30, 1995 and the related consolidated statements of income and retained earnings, with a report thereon by Ernst & Young, independent certified public accountants, stating in comparative form the amounts for the corresponding dates and periods for the previous fiscal year. Such balance sheets and such statements of income and retained earnings fairly present the consolidated financial condition of Lessee and its Consolidated Subsidiaries as of the essence dates thereof and the results of this Agreementtheir operations for the periods then ended, and (b) the pro forma consolidated balance sheets of Lessee and its Subsidiaries as of September 30, 1996 and the related statements of income and retained earnings, assuming the spin-off of Unisource Worldwide, Inc. to the shareholders of Lessee as of such date. All such financial statements were prepared in accordance with GAAP. Since September 30, 1996, there has not been any Material Adverse Effect with respect to the financial condition, business or operations of Lessee and its Subsidiaries.
(gix) This Agreement shall be governed Lessee is not an "investment company," or a company "controlled" by an "investment company," within the laws meaning of the Province Investment Company Act of Alberta. The parties agree that any disputes under this Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein1940, as amended.
(hx) The Participant acknowledges that Lessee is not subject to regulation as a "holding company," an "affiliate" of a "holding company," or a "subsidiary company" of a "holding company," within the meaning of the Public Utility Holding Company Act of 1935, as amended.
(xi) Lessee has not offered any interest in this Lease, the Rent, the Leased Property or any security similar thereto for sale to, or solicited offers to buy any thereof from, or otherwise approached or negotiated with respect thereto with, any prospective purchaser other than Lessor.
(xii) neither Lessee nor anyone authorized to act on its behalf has, directly or indirectly, in violation of Section 5 of the Plan Securities Act or any state securities laws, offered or sold any interest in the Certificates, the Leased Property or this Agreement restricts the Company’s ability to conduct its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitionsLease, or corporate dissolution) regardless in any security or lease the offering of which, for purposes of the Securities Act or any state securities laws, would be deemed to be part of the same offering as the offering of the aforementioned items, or solicited any offer to acquire any of the aforementioned items.
(xiii) Lessee and each Affiliate is in compliance in all material respects with all applicable laws and regulations, Federal, state and local, the violation of which would have a material adverse effect those decisions may have on Lessee and its Affiliates taken as a whole; Lessee and each Affiliate each possess all the value material franchises, permits and licenses necessary or required in the conduct of Restricted Stock Unitsits business, and the same are valid, binding and enforceable.
Appears in 1 contract
Sources: Lease Agreement (Alco Standard Corp)
General Matters. (a) Restricted Stock Units are not transferable or assignablethe Corporation (i) has been incorporated under the Act and the Corporation’s governing corporate legislation is the Act, and is and will at Closing be up-to-date in all material corporate filings and in good standing under the Act; (ii) has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate the Mining Property and its assets; and (iii) has all requisite corporate power and authority to create, issue and sell the Offered Securities, to create and issue the Agent Compensation Options, and to enter into and carry out its obligations under this Agreement, the FT Subscription Agreement(s), the Warrant Indenture and the Agent Compensation Options Certificate;
(b) This Agreement is not an employment contract and nothing in this Agreement shall be deemed no proceedings have been taken, instituted or, to create in any way whatsoever any obligation on the Participant’s part to continue to work best of the knowledge of the Corporation, are pending for the Company (dissolution or any subsidiary liquidation of the Company), or of the Company (or any subsidiary of the Company) to continue to employ the Participant.Corporation;
(c) This Agreement to the best of its knowledge, the Corporation has conducted and is conducting its business in compliance in all material respects with all applicable laws, rules, regulations and orders of each jurisdiction in which it carries on its business, and the Plan constitute Corporation possesses all material approvals, consents, certificates, registrations, authorizations, permits and licenses issued by the entire agreement between appropriate provincial, state, municipal, federal, national or other regulatory agency or body necessary to carry on the parties business currently carried on or contemplated to be carried on by it or as contemplated to be conducted, is in compliance in all material respects with the terms and conditions of all such approvals, consents, certificates, authorizations, permits and licenses and with all laws, regulations, tariffs, rules, orders and directives material to the operations thereof, and the Corporation has not received any notice of the modification, revocation or cancellation of, or any intention to modify, revoke or cancel or any proceeding relating to the grant modification, revocation or cancellation of Restricted Stock Units any such approval, consent, certificate, authorization, permit or license which, singly or in the aggregate, if the subject of an unfavourable decision, order, ruling or finding, could result in a Material Adverse Effect. All such material approvals, consents, certificates, registrations, authorizations, permits and licenses are and will at the Closing Date be valid, subsisting and in good standing;
(d) the Corporation is licensed, registered or qualified as an extra-provincial or foreign corporation, as applicable, in all jurisdictions where the character of the property or assets thereof owned or leased or the nature of the activities conducted by it make licensing, registration or qualification necessary and is carrying on the business thereof in compliance, in all material respects with all applicable laws, rules and regulations of each such jurisdiction;
(e) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of the close of business on July 21, 2014, 77,221,971 Common Shares were outstanding as fully paid and non-assessable Common Shares; the Corporation currently has 7,993,214 Common Share purchase warrant outstanding and the number of outstanding stock options of the Corporation amounted to 6,950,000;
(f) the currently issued and outstanding Common Shares are listed and posted for trading on the TSX-V and no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Securities or the trading of any of the Corporation’s issued securities has been issued and no proceedings for such purpose has been or, to the Participant herein best knowledge of the Corporation, are threatened or pending;
(g) the Corporation has not taken any action which would be reasonably expected to result in the delisting or suspension of the Common Shares on or from the TSX-V and supersedes the Corporation, to its knowledge, is currently in material compliance with the rules and regulations of the TSX-V;
(h) since September 30, 2013, the Corporation has filed all Public Disclosure Documents, forms, reports, documents and information and paid all fees required to be filed and paid by it, as the case may be, with the TSX-V (or one of its predecessors) or the applicable Securities Regulators, and as of the time the Public Disclosure Documents were filed with the applicable securities regulators and on SEDAR (System for Electronic Document Analysis and Retrieval) (or, if amended or superseded by a filing prior communicationsto the date of this Agreement, representations then on the date of such filing): (i) each of the Public Disclosure Documents complied in all material respects with the requirements of the applicable securities laws; and negotiations (ii) none of the Public Disclosure Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in respect thereto provided that, for greater certaintyorder to make the statements therein, in the event light of the circumstances under which they were made, not misleading;
(i) the Financial Statements have been prepared in accordance with International Financial Reporting Standards, accurately reflect the financial position and all material liabilities of the Corporation as of the date thereof, and no adverse changes in the financial position of the Corporation have taken place since the date thereof;
(j) except as disclosed in the Financial Statements, no person has any agreement or option or right or privilege (whether at law, preemptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants, options or convertible obligations of any inconsistencies nature of the Corporation;
(k) since September 30, 2013, except as between disclosed in the Public Disclosure Documents:
(i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation;
(ii) there has not been any material change in the capital stock or long-term debt of the Corporation; and
(iii) the Corporation has carried on its business in the ordinary course;
(l) there is no “material fact” or “material change” (as those terms are defined in applicable securities legislation) in the affairs of the Corporation that has not been generally disclosed to the public;
(m) the Corporation has not committed an act of bankruptcy and is not insolvent, has not proposed a compromise or arrangement to its creditors generally, has not had a petition or a receiving order in bankruptcy filed against it, has not made a voluntary assignment in bankruptcy, has not taken any proceedings with respect to a compromise or arrangement, has not taken any proceedings to have itself declared bankrupt or wound-up, has not taken any proceedings to have a receiver appointed for any of its direct or indirect interest in its Mining Property and projects and has not had any execution or distress become enforceable or become levied upon the Mining Property;
(n) the Corporation is not a party to any actions, suits or proceedings which could result in a Material Adverse Effect, and to the best of the Corporation’s knowledge, no such actions, suit or proceedings are contemplated or have been threatened;
(o) to the best of its knowledge, there are no judgments against the Corporation which are unsatisfied, nor are there any consent decrees or injunctions to which the Corporation is subject;
(p) to the best of its knowledge, the Corporation is not in default of any of the requirements of any applicable securities legislation or any administrative policies or notices of the TSX-V;
(q) to the best of the Corporation’s knowledge, the Regulation 43-101 Report is compliant with the requirements of Regulation 43-101;
(r) each of this Agreement, the FT Subscription Agreement(s), the Warrant Indenture and the Agent Compensation Options Certificate, when executed and delivered by the Corporation, shall constitute a valid and binding obligation of the Corporation enforceable against the Corporation in accordance with their terms subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the enforcement of creditors’ rights generally and as limited by laws relating to the availability of equitable remedies;
(s) the execution and delivery of each of this Agreement, the FT Subscription Agreement(s), the Warrant Indenture and the Agent Compensation Options Certificate, and the performance by the Corporation of its obligations hereunder or thereunder, the issuance and sale of the Offered Securities, Agent Compensation Options and the consummation of the transaction contemplated hereby and thereby do not and will not, to the Corporation’s knowledge, conflict with or result in a breach or violation of any of the terms of or provisions of, or constitute a default under, (whether after notice or lapse of time or both), (i) any statute, rule or regulation applicable to the Corporation including the Securities Laws; (ii) the constating documents, articles or resolutions of the Corporation and its shareholders which are in effect at the date hereof; (iii) any Debt Instrument or Material Agreement, mortgage, note, indenture, contract, agreement, instrument, lease or other document to which the Corporation is party or by which it is bound; or (iv) any judgment, decree or order binding the Corporation, or affecting the Mining Property or assets of the Corporation;
(t) the Corporation is not in violation of the Act, the articles or by-laws or any constating document thereof. The Corporation is not in violation of any term or provision of any Material Agreement, indenture or other instrument applicable to it, which would result in any Material Adverse Effect;
(u) the incurring and renunciation of Qualifying Expenditures to the FT Purchasers pursuant to the FT Subscription Agreement(s), does not and will not constitute a breach of or default under the constating documents of the Corporation or any law, regulation, order or ruling applicable to the Corporation or any agreement, contract or indenture to which the Corporation is a party or by which it is bound;
(v) neither the Corporation nor any corporation “associated” (as defined in the Tax Act) with the Corporation is a party to any other agreement for the issuance of “flow-through shares” (as such term is defined in the Tax Act) for which the required expenditures have not been incurred within the contracted times;
(w) the Corporation is, and will at the Closing Date be, a “reporting issuer”, not included in a list of defaulting reporting issuers maintained by the Securities Regulators in the Provinces of Alberta, British Columbia, Manitoba, Ontario and Québec and in particular, without limiting the foregoing, the Corporation, to its knowledge, has complied with its obligations to make timely disclosure of all material changes relating to it and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Regulators since September 30, 2013;
(x) the Auditors of the Corporation, are independent public accountants as required by the Securities Laws;
(y) there has not been any “reportable event” (within the meaning of Regulation 51-102 respecting Continuous Disclosure Obligations) with the present Auditors of the Corporation;
(z) the Corporation is not party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of the Corporation to compete in any line of business, transfer or move any of their assets or operations or which could result in a Material Adverse Effect as to the business practices, operations or condition of the Corporation;
(aa) there is no person that is or will be entitled to the proceeds of this Offering under the terms of any Debt Instrument, Material Agreement, or other agreement, instrument or document (written or unwritten);
(bb) the Corporation is not party to any agreement, nor is the Corporation aware of any agreement, which in any manner affects the voting control of any of the securities of the Corporation;
(cc) neither the Corporation, nor to the best of the Corporation’s knowledge, any other person, is in default in any material respect in the observance or performance of any term, covenant or obligation to be performed by the Corporation or such other person under any Debt Instrument, Material Agreement, or instrument, document or arrangement to which the Corporation is a party or otherwise bound, and all such contracts, agreements or arrangements are in full force and effect, enforceable in accordance with their respective terms and in good standing, and no event has occurred which with notice or lapse of time or both would constitute such a default by the Corporation or, to the best of the Corporation’s knowledge, any other party, and the Corporation is not aware of any material disputes with respect thereto;
(dd) the Transfer Agent at its principal transfer office in the City of Montréal, Québec, has been duly appointed as the registrar and transfer agent in Canada in respect of the Common Shares;
(ee) other than as disclosed in the Public Disclosure Documents, none of the directors, officers or employees of the Corporation, any known holder of more than ten per cent of any class of shares of the Corporation, or any known associate or affiliate of any of the foregoing persons or companies (as such terms are defined in the Securities Act (Québec), has had any material interest, direct or indirect, in any material transaction within the previous two years or any proposed material transaction with the Corporation which, as the case may be, materially affected, is material to or will result in a Material Adverse Effect;
(ff) other than pursuant to this Agreement, there is no person acting or purporting to act at the request of the Corporation who is entitled to any brokerage, agency or other fiscal advisory or similar fee in connection with the Offering or transaction contemplated herein;
(gg) other than as disclosed in the Public Disclosure Documents, the Corporation is not a party to any Debt Instrument or has any material loans or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any person not dealing at arm’s length with them;
(hh) except as disclosed to the Agent, where determined to be reasonable and prudent by the Corporation, the Corporation is insured with responsible insurers on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses, and such coverage, if any, is in full force and effect, and the Corporation has not failed to promptly give any notice or present any material claim thereunder;
(ii) with respect to any Leased Premises, the Corporation leases the Leased Premises and has the exclusive right to occupy and/or use, as the case may be, the Leased Premises and each of the leases pursuant to which the Corporation leases the Leased Premises is in good standing and in full force and effect in all material respects. The performance of obligations pursuant to and in compliance with the terms of this Agreement and the Plan, such matters shall be governed completion of transaction described herein by the terms and provisions of the Plan.
(d) For the grant of the Restricted Stock Units to be effectiveCorporation, this Agreement must be executed by the Participant and returned to the Company.
(e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, the number of Restricted Stock Units granted, and if required by applicable securities legislation, regulations, rules, policies or orders or by will not afford any securities commission, the Exchange or other regulatory authority, it will, in a timely manner, execute, deliver, file and otherwise assist the company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange.
(f) Time shall be of the essence of this Agreement.
(g) This Agreement shall be governed by the laws of the Province of Alberta. The parties agree that any disputes under this Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to such leases or any other person the right to terminate such leases or result in any additional or more onerous obligations under such leases;
(jj) all material information which has been prepared by the Corporation relating to the non-exclusive jurisdiction thereof with respect Corporation and its business, the Mining Property, assets and liabilities and either publicly disclosed or provided to the Agent, including all financial, marketing, sales and operational information provided to the Agent and all Public Disclosure Documents is, as of the date of such matters information, true and the transactions contemplated herein.correct in all material respects, and no fact or facts have been omitted therefrom which would make such information materially misleading;
(hkk) The Participant acknowledges that neither the Plan or this Agreement restricts the Company’s ability to conduct its business (including, but Corporation is not limited to, such decisions as transactions with related parties, new product development efforts, cancellation aware of existing products, mergers and acquisitionsany legislation, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock Units.proposed legislation published by a legislative body, which it anticipates will result in a Material Adverse Effect; and
(ll
Appears in 1 contract
Sources: Agency Agreement
General Matters. (a) Restricted Stock Units The Corporation and the Material Subsidiaries have been duly incorporated or continued and are existing under the laws of their respective jurisdictions, and are current and up-to-date in all material respects with all filings required to be made by them in such jurisdiction, have all requisite corporate power and authority and are duly qualified and possess all certificates, authorizations, permits and licences issued by the appropriate provincial, state, municipal or federal regulatory agencies or bodies necessary and have not received and are not transferable aware of any invalidity or assignablelapse in effectiveness, modification or revocation to such licences, authorizations, certificates or permits (except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), to carry on their respective businesses as now conducted and to own their respective properties and assets, in each case, as described in the Offering Documents, and the Corporation has all requisite corporate power and authority to carry out its obligations under this Agreement.
(b) This Agreement is not an employment contract The Corporation has no material Subsidiaries other than as listed on Schedule A and nothing in this Agreement shall be deemed to create in any way whatsoever any obligation the Corporation beneficially owns, directly or indirectly, the percentage indicated on the Participant’s part to continue to work for the Company (or any subsidiary Schedule A of the Companyissued and outstanding shares in the capital of the Material Subsidiaries free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever (other than pursuant to the Revolving Facility), all of such shares have been duly authorized and validly issued and are outstanding as fully paid and non-assessable shares. There exist no options, warrants, purchase rights, or other contracts or commitments that could require the Corporation to sell, transfer, issue or otherwise dispose of the Company (or any subsidiary capital stock of the Company) to continue to employ the Participantany Material Subsidiary.
(c) This Agreement Other than customary post-closing filings required by Applicable Securities Laws, "blue sky laws" in the United States and the Plan constitute TSX and NYSE, and other than as contemplated by this Agreement, all consents, approvals, permits, authorizations or filings as may be required for the entire agreement between execution and delivery of this Agreement, the parties relating to issuance of the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement Offered Shares and the Plan, such matters shall be governed by the terms and provisions completion of the Plantransaction contemplated hereby, have been made or obtained, as applicable.
(d) For No proceedings have been taken, instituted or, to the grant knowledge of the Restricted Stock Units to be effectiveCorporation, this Agreement must be executed by are pending for the Participant and returned to dissolution or liquidation of the CompanyCorporation or any of the Material Subsidiaries.
(e) The Participant acknowledges that Each of the Company may be required to disclose execution and delivery of this Agreement, the performance by the Corporation of its obligations hereunder, the issue and sale of the Offered Shares and the consummation of the transactions contemplated in this Agreement, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation of a mortgage, lien, pledge, charge, security interest, encumbrance, claim or demand upon any property or assets of the Corporation or any Subsidiary (whether after notice or lapse of time or both) under, (A) any statute, rule or regulation applicable to the securities regulatory authoritiesCorporation or any Subsidiary including, without limitation, Applicable Securities Laws and the Exchange or other regulatory authorities duly authorized to make such requestpolicies, the name, address rules and telephone number regulations of the ParticipantTSX and NYSE; (B) the articles, by-laws or resolutions of the number of Restricted Stock Units grantedCorporation which are in effect at the date hereof; (C) any Material Contract; or (D) any judgment, and if required by applicable securities legislation, regulations, rules, policies decree or orders order binding the Corporation or by any securities commission, the Exchange or other regulatory authority, it will, in a timely manner, execute, deliver, file and otherwise assist the company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders Subsidiary or the requirements property or assets of the Corporation or any securities commission or other regulatory authority or the ExchangeSubsidiary.
(f) Time shall be The audited comparative consolidated financial statements of the essence Corporation as at and for the year ended December 31, 2013 and the unaudited comparative consolidated financial statements of this Agreementthe Corporation for the nine month period ended September 30, 2014 have been prepared in accordance with IFRS, consistently applied with prior periods, except as otherwise noted therein, contain no misrepresentation and present fairly, in all material respects, the financial position (including the assets and liabilities, whether absolute, accrued, contingent or otherwise) of the Corporation as at such dates and results of operations of the Corporation for the periods then ended and there has been no material change in accounting policies of the Corporation since December 31, 2013.
(g) There has been no adverse material change (actual or proposed, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (absolute, accrued, contingent or otherwise) or capital of the Corporation or the Subsidiaries since December 31, 2013, which has not been disclosed in the Offering Documents and, except as disclosed in the Offering Documents, in all material respects, the business of the Corporation and the Subsidiaries has been carried on in the usual and ordinary course consistent with past practice since December 31, 2013 to the extent that such past practice is consistent with the current business direction of the Corporation and the Subsidiaries.
(h) All taxes (including income tax, capital tax, payroll taxes, employer health tax, workers' compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto, including any penalty and interest payable with respect thereto (collectively, "Taxes") due and payable or required to be collected or withheld and remitted, by the Corporation and the Subsidiaries have been paid, collected or withheld and remitted, as applicable, and all tax returns, declarations, remittances and filings required to be filed by the Corporation and the Subsidiaries have been filed with all appropriate governmental authorities, except where such failure to pay, collect, withhold, remit or file, as the case may be, would not have a Material Adverse Effect and all such returns, declarations, remittances and filings are complete and accurate in all respects except as would not have a Material Adverse Effect and no material fact or facts have been omitted therefrom which would make any of them misleading. Except as disclosed in the Offering Documents, (A) no examination of any tax return of the Corporation or the Subsidiaries by a taxing authority is currently in progress and (B) there are no issues or disputes outstanding with any governmental authority respecting any Taxes that have been paid, or may be payable, by the Corporation and the Subsidiaries, except in each case as would not have a Material Adverse Effect. There are no agreements, waivers or other arrangements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to the Corporation and the Subsidiaries, except such waivers as disclosed to the Underwriters.
(i) The auditors who audited the consolidated Financial Statements of the Corporation as at and for the year ended December 31, 2013 and who provided their audit report thereon are independent registered chartered accountants as required under Applicable Securities Laws and the applicable rules and regulations adopted by the Public Company Oversight Board (United States).
(j) There has never been a "reportable event" (within the meaning of National Instrument 51-102) with the present auditors of the Corporation or, to the knowledge of the Corporation, any former auditors of the Corporation and the present auditors of the Corporation have not provided any material comments or recommendations to the Corporation regarding its accounting policies, internal control systems or other accounting or financial practices that have not been implemented by the Corporation.
(k) As of the close of business on February 27, 2015, other than stock options granted and outstanding under the Corporation's share option plan, which are exercisable into an aggregate of 3,501,600 Common Shares, restricted share rights granted and outstanding under the Corporation's restricted share plan which entitled the holders to an aggregate of 164,604 Common Shares and issued and outstanding warrants which are exercisable into an aggregate of 10,000,000 Common Shares, and other than the 17,869,840 Common Shares reserved for issuance under the Corporation's dividend reinvestment plan, no holder of outstanding securities of the Corporation is entitled to any pre-emptive or any similar rights to subscribe for Common Shares or other securities of the Corporation, and no rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any shares in the capital of the Corporation are outstanding.
(l) The Corporation has not filed any confidential material change reports or similar confidential report with any securities commission that is still maintained on a confidential basis.
(m) There is not, in the articles, by-laws or in any Material Contract, any restriction upon, or impediment to, the declaration or payment of dividends by the Corporation to the holders of Common Shares, except for the dividend restrictions under the Revolving Facility.
(n) The Corporation and the Material Subsidiaries are not a party to, or bound by, or to the best of its knowledge, affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of the Corporation or the Material Subsidiaries to compete in any line of business (other than restrictions contained in confidentiality agreements entered into in connection with the Corporation's consideration of silver and gold streaming opportunities that may contain restrictions on the ability of the Corporation to acquire interests in the particular location, project or company being evaluated), transfer or move any of its assets or operations (other than restrictions on assignment of agreements and the right of first refusal contained in any Material Contract as described in the Offering Documents) or which materially and adversely affects the business practices, operations or condition of the Corporation and the Material Subsidiaries, taken as a whole.
(o) The Corporation and the Subsidiaries have conducted and are conducting their business in compliance, in all material respects, with all applicable laws, rules, codes, policies, ordinances and regulations (including all orders, consent decrees and judgments) of each jurisdiction in which it carries on business (including, without limitation, all applicable Canadian and United States federal, provincial, state, municipal and local laws, regulations and other lawful requirements of any governmental or regulatory body) and the rules and policies of the TSX and NYSE, have all required permits, authorizations and approvals required under any such laws, rules, codes, policies, ordinances and regulations to carry on the business as currently conducted, and have not received a notice of non-compliance, nor know of, nor have reasonable grounds to know of, any facts that could give rise to a notice of material non-compliance with any such laws, rules, codes, policies, ordinances or regulations under any such permit, authorization or approval, except as would not reasonably be expected to have a Material Adverse Effect.
(p) This Agreement shall be governed has been duly authorized, executed and delivered by the laws Corporation and constitutes a valid and binding obligation of the Province Corporation and is enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of Albertacreditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law.
(q) The Offered Shares have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and when issued and delivered by the Corporation pursuant to this Agreement, against payment of the consideration set forth herein, will be validly issued as fully paid and non-assessable Common Shares of the Corporation. The parties agree that Offered Shares, upon issuance, will not be issued in violation of or subject to any disputes under this Agreement shall be resolved pre-emptive rights or contractual rights to purchase securities issued by the courts Corporation.
(r) The Corporation has applied, or will promptly apply, to obtain the necessary regulatory consents and approvals from the TSX and NYSE in connection with the Offering, including, without limitation, the listing of Alberta the Offered Shares.
(s) The attributes of the Offered Shares conform in all material respects with the description thereof in the Offering Documents.
(t) As of the close of business on February 27, 2015, the authorized capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of preference shares, issuable in series, of which 364,777,928 Common Shares and no preference shares are issued and outstanding.
(u) The Corporation is a reporting issuer, or the equivalent thereof, in each of the parties irrevocably attorn provinces of Canada. The Corporation is not currently in default of any requirement of the Applicable Securities Laws in any material respect and the Corporation is not included on a list of defaulting reporting issuers maintained by any of the Canadian Securities Commissions.
(v) The currently issued and outstanding Common Shares have been duly authorized and validly issued and are outstanding as fully paid and non-assessable shares and, except for this Agreement or as described in the Offering Documents, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the issue or allotment of any unissued shares in the capital of the Corporation or any other security convertible into or exchangeable for any such shares, and the currently issued and outstanding Common Shares are listed and posted for trading solely on the TSX and NYSE and no order ceasing or suspending trading in any securities of the Corporation is currently outstanding and no proceedings for such purpose are, to the nonknowledge of the Corporation, pending or threatened. None of the currently issued and outstanding Common Shares were issued in violation of or subject to any pre-exclusive jurisdiction thereof emptive rights or contractual rights to purchase securities issued by the Corporation.
(w) Other than the Underwriters pursuant to this Agreement and their respective representatives, there is no person acting or purporting to act at the request of the Corporation who is entitled to any brokerage, agency, underwriting, or other fiscal advisory or similar fee in connection with respect to all such matters and the transactions contemplated herein.
(hx) The Participant acknowledges that Offering Documents (including each Document Incorporated by Reference) are, as of the dates thereof, true and correct in all material respects and do not contain a misrepresentation, and no material fact or facts have been omitted therefrom which would make such information misleading.
(y) Except as disclosed in the Offering Documents, the Corporation and the Subsidiaries are not party to any agreement, nor is the Corporation or the Subsidiaries aware of any agreement, which in any manner affects the voting control of any of the securities of the Corporation.
(z) Except as set out in the Offering Documents, to the knowledge of the Corporation, none of the directors, officers or employees of the Corporation or the Subsidiaries, any known holder of more than 10% of any class of shares of the Corporation, or any known associate or affiliate of any of the foregoing persons or companies (as such terms are defined in the Securities Act (British Columbia)), has had any material interest, direct or indirect, in any material transaction within the previous two years or has any material interest in any proposed material transaction involving the Corporation which, as the case may be, materially affected, is material to or will materially affect the Corporation and the Subsidiaries (taken as a whole).
(aa) Except as disclosed in the Offering Documents, neither the Plan or this Agreement restricts Corporation nor the Company’s ability to conduct its business (includingSubsidiaries has approved, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitionshas entered into, or corporate dissolution) regardless has any knowledge of the effect those decisions may have on the value of Restricted Stock Units.any binding agre
Appears in 1 contract
General Matters. (a) Restricted Stock Units are not transferable or assignable
(b) This Agreement Neither Cardinal nor Ligand shall take any action that is not an employment contract materially inconsistent with this Letter Agreement. Cardinal and nothing Ligand shall each use commercially reasonable efforts to cooperate in this Agreement shall be deemed to create in any way whatsoever any obligation on the Participant’s part to continue to work for the Company (or any subsidiary of the Company), or of the Company (or any subsidiary of the Company) to continue to employ the Participant.
(c) This Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement and the Plan, such matters shall be governed by carrying out the terms and provisions of the Plan.
(d) For the grant of the Restricted Stock Units to be effectivehereof, this Agreement must be executed by the Participant and returned to the Company.
(e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, the number of Restricted Stock Units granted, and if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it will, in a timely manner, execute, deliver, file and otherwise assist the company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange.
(f) Time shall be of the essence of this Agreement.
(g) This Agreement shall be governed by the laws of the Province of Alberta. The parties agree that any disputes under this Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein.
(h) The Participant acknowledges that neither the Plan or this Agreement restricts the Company’s ability to conduct its business (including, but not limited to, the execution and delivery of such decisions as transactions other and further documents and instruments that are reasonable and necessary to accomplish such terms.
(b) Cardinal covenants and agrees that, in consideration for the general release set forth above, [***], neither Cardinal nor any of its direct or indirect, parents, subsidiaries, affiliates, successors and/or assigns shall manufacture, supply or provide services in connection with related partiesthe AVINZA® product to any third party (including, new product development effortswithout limitation, cancellation King) without the express prior written consent of existing productsLigand. Furthermore, mergers Ligand and acquisitions, or corporate dissolution) regardless Cardinal acknowledge and agree that either party would be irreparably damaged if any of the provisions of this Letter Agreement are not performed in accordance with their specific terms and that any breach of this Letter Agreement by the other party could not adequately be compensated in all cases by monetary damages alone. Accordingly, in addition to any other right or remedy to which either party may be entitled, at law or in equity, it may seek to enforce any provision of this Letter Agreement, without requirement to post bond (or if such requirement cannot be waived, then the minimum amount so required), by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Letter Agreement. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
(c) All fees and expenses incurred in connection with this Letter Agreement and the transactions contemplated hereby, including all legal, accounting, financial advisory, consulting and all other fees and expenses of third parties incurred by a party in connection with the negotiation and effectuation of the terms and conditions of this Letter Agreement and the transactions contemplated hereby, shall be the obligation of the respective party incurring such fees and expenses.
(d) This Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect those decisions may have on to any choice of law or conflict of law provision or rule (whether of the value State of Restricted Stock UnitsNew York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
(e) This Letter Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreement and understandings, both written and oral, among the parties with respect to the subject matter hereof.
Appears in 1 contract
Sources: Manufacturing and Packaging Agreement (Ligand Pharmaceuticals Inc)
General Matters. (a) Restricted Stock Units the Corporation and each of the Material Subsidiaries (as defined below) have been duly organized and are not transferable validly existing and in good standing (or, if applicable, the equivalent in the applicable jurisdiction) under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing (or, if applicable, the equivalent in the applicable jurisdiction) in each jurisdiction in which their respective ownership or assignablelease of property or the conduct of their respective businesses requires such qualification, and have all corporate or partnership power and authority, as applicable, necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified or in good standing, or to have all such corporate or partnership power and authority, would not, individually or in the aggregate, have a Material Adverse Effect;
(b) This Agreement the Corporation is a reporting issuer or equivalent thereof in good standing under Applicable Securities Laws, has filed pursuant to such laws all documents required to be filed by it and is either listed on the list of reporting issuers as not being in default or is not an employment contract on the list of defaulting reporting issuers maintained by the applicable securities regulatory authority in each Qualifying Jurisdiction, as the case may be;
(c) neither the Corporation nor any of its Material Subsidiaries is in violation of its constating documents or by-laws or similar organizational documents. Neither the Corporation nor any of its subsidiaries is (i) in default, and nothing no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, hypothec, loan agreement or other agreement or instrument to which the Corporation or any of its subsidiaries is a party or by which the Corporation or any of its subsidiaries is bound or to which any of the property or assets of the Corporation or any of its subsidiaries is subject; or (ii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i) and (ii) above, as disclosed in the Prospectus and except for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(d) the execution and delivery of this Agreement shall and all documents executed or delivered, or to be deemed executed or delivered, pursuant hereto (collectively, the “Transaction Documents”) and the performance and compliance with the terms of this Agreement and the other Transaction Documents, and the issue and sale of the Offered Shares do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, hypothec, charge or encumbrance upon any property or assets of the Corporation pursuant to, any indenture, mortgage, deed of trust, loan agreement, hypothec, debt instrument, joint venture, partnership, lease or other agreement or instrument to create which the Corporation is a party or by which the Corporation is bound or to which any of the property or assets of the Corporation is subject, (ii) result in any way whatsoever violation of the provisions of the constating documents or by-laws or similar organizational documents of the Corporation or (iii) result in the violation of any obligation law or statute or any judgment, order, rule, decree or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation, default, lien, hypothec, charge or encumbrance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(e) the Corporation has full right, power and authority to execute and deliver this Agreement and the other Transaction Documents and to perform its obligations hereunder and thereunder; and all action required to be taken by it for the due and proper authorization, execution and delivery of this Agreement and such Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken;
(f) this Agreement and the other Transaction Documents have been or will be, as the case may be, duly authorized, executed and delivered by the Corporation and constitute or will constitute, as the case may be, when so executed and delivered legal, valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought and subject to the fact that rights of indemnity and contribution may be limited by applicable law, and except for any other limitations or qualifications customarily set out in legal opinions of recognized and reputable counsel in the relevant jurisdiction with respect to the enforceability of agreements of this nature;
(g) on the Participant’s part Closing Date, the Corporation will have an authorized share capital consisting of an unlimited number of Variable Voting Shares and an unlimited number of Voting Shares, of which an aggregate of 296,752,288 Shares were issued and outstanding on the date immediately prior to continue to work the date hereof. No person, firm or corporation has any agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase from the Corporation of any unissued shares of the Corporation except as otherwise referred to in the Prospectus. All of the issued and outstanding shares of the Corporation have been duly and validly authorized and issued as fully paid and non-assessable, and none of the outstanding shares of the Corporation were issued in violation of the pre- emptive or similar rights of any securityholder of the Corporation;
(h) the rights, privileges, restrictions, conditions and other terms attaching to the Variable Voting Shares and the Voting Shares of the Corporation will at the Time of Closing conform in all material respects to the respective descriptions thereof contained in the Prospectus;
(i) the Shares are listed on the TSX and the Corporation has taken no action designed to, or likely to have the effect of ceasing to be a reporting issuer under the securities laws of any of the provinces and territories of Canada, or delisting the Shares from TSX, nor has the Corporation received any notification that any securities regulatory authority in Canada, or the TSX, is contemplating terminating such reporting issuer status or such listing, as the case may be. The Corporation is subject to, and is in compliance in all material respects with the policies, rules and regulations of the TSX including, to the Corporation’s knowledge, the applicable listing requirements of the TSX;
(j) the Corporation will, prior to the Closing Time, apply to list the Offered Shares on the TSX (and use reasonable best efforts to receive conditional approval therefor from the TSX);
(k) the Offered Shares have been duly authorized by the Corporation for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Corporation pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued as fully paid and non-assessable Shares of the Corporation;
(l) the Offered Shares, upon issuance, will not be issued in violation of or subject to any pre-emptive rights or contractual rights to purchase securities issued by the Corporation;
(m) the Corporation Financial Information presents fairly in all material respects the financial position of the Corporation and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with Canadian GAAP applied on a consistent basis throughout the periods covered thereby; and all of the other financial information of the Corporation included or incorporated by reference in the Prospectus has been derived from the accounting records of the Corporation and its consolidated subsidiaries and presents fairly in all material respects the information shown thereby. There has been no material change in accounting policies of the Corporation since September 30, 2020. The information under the heading “Consolidated Capitalization of Air Canada” included in the Prospectus presents fairly in all material respects the information shown therein and has been compiled on a basis consistent with that of the Corporation Financial Information;
(n) since the date of the most recent financial statements of the Corporation included or incorporated by reference in each of the Prospectus, except in each case as otherwise disclosed in the Prospectus, (i) there has not been any material change in the share capital or any change in long-term debt (excluding inter-company debt and other than regularly scheduled payments of long-term debt and the impact of foreign exchange gains and losses) of the Corporation and its subsidiaries on a consolidated basis, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Corporation on any class of share capital, or any adverse material change, or any development that would reasonably be expected to result in a adverse material change, in or affecting the business, properties, financial position or results of operations of the Corporation and its subsidiaries taken as a whole; (ii) neither the Corporation nor any of its subsidiaries has entered
(o) other than as disclosed or contemplated in the Prospectus, no acquisitions have been made by the Corporation in the two most recently completed fiscal years that are “significant acquisitions” (as defined under Applicable Securities Laws), and the Corporation is not a party to any contract with respect to any transaction that would constitute a “probable acquisition” (as defined under Applicable Securities Laws), in each case which would require disclosure in the Prospectus under Applicable Securities Laws;
(p) PricewaterhouseCoopers LLP, who have audited the annual consolidated financial statements of the Corporation included or incorporated by reference in the Prospectus, are independent within the meaning of the code of ethics of Chartered Professional Accountants (Québec). Since December 31, 2017, there has not been any “reportable event” (within the meaning of NI 51-102) between PricewaterhouseCoopers LLP and the Corporation;
(q) the Corporation and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”)). The Corporation and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by NI 52-109;
(r) the Corporation is in material compliance with the requirements, including the filing and certification requirements, of NI 52-109 and the Corporation and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in NI 52- 109) that comply in all material respects with the requirements of Applicable Securities Laws. The Corporation and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP and that receipts and expenditures of the Corporation and its subsidiaries are being made only in accordance with authorizations of management and directors; and (ii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that would have a material adverse effect on the annual financial statements or interim financial statements. As at December 31, 2019, there were no material weaknesses or significant deficiencies in the Corporation’s internal controls and as of the date hereof, nothing has come to the attention of the Corporation or any of its subsidiaries that has caused the Corporation or any subsidiary to believe that there are any material weaknesses or significant deficiencies in the Corporation’s internal controls over financial reporting;
(s) no securities commission, stock exchange or comparable authority has issued any order preventing or suspending the use or effectiveness of any Offering Document or preventing the distribution of the Offered Shares, if any, in any Qualifying
(t) the documents forming part of the Corporation Information Record at the time they were issued by the Corporation complied in all material respects with the requirements of Applicable Securities Laws and are, as at the date made, true and correct in all material respects and do not contain a misrepresentation;
(u) AST Trust Company (Canada), at its principal offices in the cities of Montréal, Toronto, Vancouver and Calgary, has been duly appointed as registrar and transfer agent for the Shares;
(v) except as disclosed in the Corporation Information Record, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Corporation or any of its subsidiaries is a party or to which any property of the Corporation or any of its subsidiaries is the subject that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (each a “Material Proceeding”) and no Material Proceeding has been threatened in writing to the Corporation or any of its subsidiaries or, to the knowledge of the Corporation, is contemplated by any governmental or regulatory authority or by others;
(w) neither the Corporation or any subsidiary of the Company)Corporation has taken, nor will the Corporation or any such subsidiary take, any action which constitutes stabilization or manipulation of the Company (or price of any subsidiary security of the Company) Corporation to continue to employ facilitate the Participant.sale of the Offered Shares;
(cx) This Agreement no consent, approval, authorization, order, registration, filing, recording or qualification of or with any court or arbitrator or governmental or regulatory authority (including, without limitation, under the federal laws of Canada or the laws of any province or territory of Canada) is required for the execution, delivery and performance by the Corporation of this Agreement, the Transaction Documents, the issuance and sale of the Offered Shares and the Plan constitute compliance by the entire agreement between Corporation with the parties relating to terms thereof, the grant consummation of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between transactions contemplated by this Agreement and the PlanTransaction Documents (including, such matters shall be governed by without limitation, the terms and provisions distribution of the Plan.
(d) For Offered Shares in the grant of Qualifying Jurisdictions), except as disclosed in the Restricted Stock Units to Prospectus or as will be effective, this Agreement must be executed by the Participant and returned obtained or made prior to the Company.
(e) The Participant acknowledges that the Company may be Closing Date and as required to disclose to the securities regulatory authorities, the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, the number of Restricted Stock Units granted, and if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it will, in a timely manner, execute, deliver, file and otherwise assist the company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units as may be required or requested by the Company to enable the Company to comply with the rules of the TSX and Applicable Securities Laws applicable securities legislationto the distribution of the Securities in the Qualifying Jurisdictions, regulationsif any, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange.and except where such failure to obtain would not have a Material Adverse Effect;
(fy) Time shall be of the essence of this Agreement.
(g) This Agreement shall be governed by Corporation and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the laws of the Province of Alberta. The parties agree that any disputes under this Agreement shall be resolved by the courts of Alberta appropriate international, national, federal, state, provincial, local and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein.
(h) The Participant acknowledges that neither the Plan other governmental or this Agreement restricts the Company’s ability to conduct its business regulatory authorities (including, but not limited towithout limitation, such decisions the Canadian Transportation Agency, Transport Canada Civil Aviation and the United States Federal Aviation Administration) that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as transactions with related partiesdescribed in the Prospectus, new product development effortsincluding all licenses, cancellation of existing productscertificates, mergers permits and acquisitions, or corporate dissolution) regardless other authorizations that relate to the operation of the effect those decisions may have on aircraft operated, and routes flown
(z) the value of Restricted Stock Units.Corporation and its subsidia
Appears in 1 contract
Sources: Underwriting Agreement
General Matters. (a) Restricted Stock Units are not transferable or assignable
(b) This Agreement is not an employment contract SECTION A. The District and nothing in the Association recognize that this Agreement shall be deemed agreement has been entered into pursuant to create in any way whatsoever any obligation on the Participant’s part to continue to work for the Company (or any subsidiary Article 14 of the Company), or Civil Service Law. It is understood and agreed by the parties hereto that if any of the Company (or any subsidiary of the Company) to continue to employ the Participant.
(c) This Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement and the Plan, such matters shall be governed by the terms and provisions of the Plan.
(d) For the grant of the Restricted Stock Units to agreement shall contravene, or be effectiveinvalid under, this Agreement must be executed by the Participant and returned to the Company.
(e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, the number of Restricted Stock Units granted, and if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it will, in a timely manner, execute, deliver, file and otherwise assist the company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange.
(f) Time shall be of the essence of this Agreement.
(g) This Agreement shall be governed by the laws of the Province State of Alberta. The parties agree that any disputes under New York, such contravention or invalidity shall not invalidate this Agreement entire agreement, but it shall be resolved by construed as if not containing the courts of Alberta particular provision or provisions held to be invalid, and each the rights and obligations of the parties irrevocably attorn shall be construed and enforced accordingly.
SECTION B. During the term of this agreement, the provisions herein take precedence over such policies of the Board as may be inconsistent therewith.
SECTION C. Any arrangement, agreement or contract entered into between the District and an individual unit member during the time of this agreement, shall be consistent with, and expressly made subject to, this agreement. During the term of this agreement, the provisions herein take precedence over such portions of arrangements, agreements or contracts between the District and individual unit members as may be inconsistent
SECTION D. The District shall give a copy of this agreement to each unit member employed by the District during the term of this agreement. Copies of this agreement shall be printed at the expense of the District.
SECTION E. The District recognizes that the education profession has both the right and the responsibility, acting within its Code of Ethics, to insist that teachers be free to teach and children free to learn the broad areas of knowledge, including those considered controversial. The teacher shall have the responsibility of keeping his/her building principal informed on all controversial issues to be taught. Whenever any group or individual brings charges against a teacher concerning the teacher's freedom to teach, if the District concurs with the teacher's position, it shall provide legal or other assistance for the protection of academic freedom.
SECTION F. In the event of a merger, the Board and the Association shall establish a committee to study staffing and all other aspects and implications of such consolidation.
SECTION G. Full time tenured members of the bargaining unit who do not reside within the District and who have children who are elementary or secondary school age, shall be entitled to have their children attend the schools of this District on a tuition-free basis provided that: (1) programs are available that are suitable to the non-exclusive jurisdiction thereof with respect to all such matters and needs of their children; (2) there will be no requirement for increasing the transactions contemplated herein.
(h) The Participant acknowledges that neither the Plan or this Agreement restricts the Company’s ability to conduct its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless staffing of the effect those decisions may have on District to accommodate their attendance; and (3) that there is available space within the value of Restricted Stock UnitsDistrict to accommodate their attendance.
Appears in 1 contract
Sources: Collective Bargaining Agreement
General Matters. (a) Restricted Stock Units The Corporation and the Material Subsidiaries have been duly incorporated or continued and are existing under the laws of their respective jurisdictions, and are current and up-to-date in all material respects with all filings required to be made by them in such jurisdiction, have all requisite corporate power and authority and are duly qualified and possess all certificates, authorizations, permits and licences issued by the appropriate provincial, state, municipal or federal regulatory agencies or bodies necessary and have not received and are not transferable aware of any invalidity or assignablelapse in effectiveness, modification or revocation to such licences, authorizations, certificates or permits (except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), to carry on their respective businesses as now conducted and to own their respective properties and assets, in each case, as described in the Pricing Disclosure Package and the Prospectuses, and the Corporation has all requisite corporate power and authority to carry out its obligations under this Agreement.
(b) This Agreement is not an employment contract The Corporation has no material Subsidiaries other than as listed on Schedule A and nothing in this Agreement shall be deemed to create in any way whatsoever any obligation the Corporation beneficially owns, directly or indirectly, the percentage indicated on the Participant’s part to continue to work for the Company (or any subsidiary Schedule A of the Companyissued and outstanding shares in the capital of the Material Subsidiaries free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever (other than pursuant to the Amended Revolving Facility), all of such shares have been duly authorized and validly issued and are outstanding as fully paid and non-assessable shares. There exist no options, warrants, purchase rights, or other contracts or commitments that could require the Corporation to sell, transfer, issue or otherwise dispose of the Company (or any subsidiary capital stock of the Company) to continue to employ the Participantany Material Subsidiary.
(c) This Agreement Other than customary post-closing filings required by Applicable Securities Laws, “blue sky laws” in the United States and the Plan constitute TSX and NYSE, and other than as contemplated by this Agreement, all consents, approvals, permits, authorizations or filings as may be required for the entire agreement between execution and delivery of this Agreement, the parties relating to issuance of the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement Offered Shares and the Plan, such matters shall be governed by the terms and provisions completion of the Plantransaction contemplated hereby, have been made or obtained, as applicable.
(d) For No proceedings have been taken, instituted or, to the grant knowledge of the Restricted Stock Units to be effectiveCorporation, this Agreement must be executed by are pending for the Participant and returned to dissolution or liquidation of the CompanyCorporation or any of the Material Subsidiaries.
(e) The Participant acknowledges that Each of the Company may be required to disclose execution and delivery of this Agreement, the performance by the Corporation of its obligations hereunder, the issue and sale of the Offered Shares and the consummation of the transactions contemplated in this Agreement, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation of a mortgage, lien, pledge, charge, security interest, encumbrance, claim or demand upon any property or assets of the Corporation or any Subsidiary (whether after notice or lapse of time or both) under, (A) any statute, rule or regulation applicable to the securities regulatory authoritiesCorporation or any Subsidiary including, without limitation, Applicable Securities Laws and the Exchange or other regulatory authorities duly authorized to make such requestpolicies, the name, address rules and telephone number regulations of the ParticipantTSX and NYSE; (B) the articles, by-laws or resolutions of the number of Restricted Stock Units grantedCorporation which are in effect at the date hereof; (C) any Material Contract; or (D) any judgment, and if required by applicable securities legislation, regulations, rules, policies decree or orders order binding the Corporation or by any securities commission, the Exchange or other regulatory authority, it will, in a timely manner, execute, deliver, file and otherwise assist the company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders Subsidiary or the requirements property or assets of the Corporation or any securities commission or other regulatory authority or the ExchangeSubsidiary.
(f) Time shall be The audited comparative consolidated financial statements of the essence Corporation as at and for the year ended December 31, 2015 have been prepared in accordance with IFRS, consistently applied with prior periods, except as otherwise noted therein, contain no misrepresentation and present fairly, in all material respects, the financial position (including the assets and liabilities, whether absolute, accrued, contingent or otherwise) of this Agreementthe Corporation as at such dates and results of operations of the Corporation for the periods then ended and there has been no material change in accounting policies of the Corporation since December 31, 2015.
(g) There has been no adverse material change (actual or proposed, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (absolute, accrued, contingent or otherwise) or capital of the Corporation or the Subsidiaries since December 31, 2015, which has not been disclosed in the Pricing Disclosure Package and the Prospectuses and, except as disclosed in the Pricing Disclosure Package and the Prospectuses, in all material respects, the business of the Corporation and the Subsidiaries has been carried on in the usual and ordinary course consistent with past practice since December 31, 2015 to the extent that such past practice is consistent with the current business direction of the Corporation and the Subsidiaries.
(h) All taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto, including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable or required to be collected or withheld and remitted, by the Corporation and the Subsidiaries have been paid, collected or withheld and remitted, as applicable, and all tax returns, declarations, remittances and filings required to be filed by the Corporation and the Subsidiaries have been filed with all appropriate governmental authorities, in each case except as disclosed in the Pricing Disclosure Package and the Prospectuses or where such failure to pay, collect, withhold, remit or file, as the case may be, would not reasonably be expected to have a Material Adverse Effect and all such returns, declarations, remittances and filings are complete and accurate in all respects except as would not have a Material Adverse Effect and no material fact or facts have been omitted therefrom which would make any of them misleading. Except as disclosed in the Pricing Disclosure Package and the Prospectuses, (A) no examination of any tax return of the Corporation or the Subsidiaries by a taxing authority is currently in progress and (B) there are no issues or disputes outstanding with any governmental authority respecting any Taxes that have been paid, or may be payable, by the Corporation and the Subsidiaries, except in each case as would not have a Material Adverse Effect. There are no agreements, waivers or other arrangements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to the Corporation and the Subsidiaries, except such waivers as disclosed to the Underwriters.
(i) The auditors who audited the consolidated Financial Statements of the Corporation as at and for the year ended December 31, 2015 and who provided their audit report thereon are independent registered chartered accountants as required under Applicable Securities Laws and the applicable rules and regulations adopted by the Public Company Oversight Board (United States).
(j) There has never been a “reportable event” (within the meaning of National Instrument 51-102) with the present auditors of the Corporation or, to the knowledge of the Corporation, any former auditors of the Corporation and the present auditors of the Corporation have not provided any material comments or recommendations to the Corporation regarding its accounting policies, internal control systems or other accounting or financial practices that have not been implemented by the Corporation.
(k) As of the close of business on March 29, 2016, other than stock options granted and outstanding under the Corporation’s share option plan, which are exercisable into an aggregate of 5,235,400 Common Shares, restricted share rights granted and outstanding under the Corporation’s restricted share plan which entitle the holders to an aggregate of 188,931 Common Shares and issued and outstanding warrants which are exercisable into an aggregate of 10,000,000 Common Shares, and other than the 16,376,158 Common Shares reserved for issuance under the Corporation’s dividend reinvestment plan, no holder of outstanding securities of the Corporation is entitled to any pre-emptive or any similar rights to subscribe for Common Shares or other securities of the Corporation, and no rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any shares in the capital of the Corporation are outstanding.
(l) The Corporation has not filed any confidential material change reports or similar confidential report with any securities commission that is still maintained on a confidential basis.
(m) There is not, in the articles, by-laws or in any Material Contract, any restriction upon, or impediment to, the declaration or payment of dividends by the Corporation to the holders of Common Shares, except for the dividend restrictions under the Amended Revolving Facility.
(n) The Corporation and the Material Subsidiaries are not a party to, or bound by, or to the best of its knowledge, affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of the Corporation or the Material Subsidiaries to compete in any line of business (other than restrictions contained in confidentiality agreements entered into in connection with the Corporation’s consideration of silver and gold streaming opportunities that may contain restrictions on the ability of the Corporation to acquire interests in the particular location, project or company being evaluated), transfer or move any of its assets or operations (other than restrictions on assignment of agreements and the right of first refusal contained in any Material Contract as described in the Pricing Disclosure Package and the Prospectuses) or which materially and adversely affects the business practices, operations or condition of the Corporation and the Material Subsidiaries, taken as a whole.
(o) Except as disclosed in the Pricing Disclosure Package and the Prospectuses, the Corporation and the Subsidiaries have conducted and are conducting their business in compliance, in all material respects, with all applicable laws, rules, codes, policies, ordinances and regulations (including all orders, consent decrees and judgments) of each jurisdiction in which it carries on business (including, without limitation, all applicable Canadian and United States federal, provincial, state, municipal and local laws, regulations and other lawful requirements of any governmental or regulatory body) and the rules and policies of the TSX and NYSE, have all required permits, authorizations and approvals required under any such laws, rules, codes, policies, ordinances and regulations to carry on the business as currently conducted, and have not received a notice of non-compliance, nor know of, nor have reasonable grounds to know of, any facts that could give rise to a notice of material non-compliance with any such laws, rules, codes, policies, ordinances or regulations under any such permit, authorization or approval, except as would not reasonably be expected to have a Material Adverse Effect.
(p) This Agreement shall be governed has been duly authorized, executed and delivered by the laws Corporation and constitutes a valid and binding obligation of the Province Corporation and is enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of Albertacreditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law.
(q) The Offered Shares have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and when issued and delivered by the Corporation pursuant to this Agreement, against payment of the consideration set forth herein, will be validly issued as fully paid and non-assessable Common Shares of the Corporation. The parties agree that Offered Shares, upon issuance, will not be issued in violation of or subject to any disputes under this Agreement shall be resolved pre-emptive rights or contractual rights to purchase securities issued by the courts Corporation.
(r) The Corporation has applied, or will promptly apply, to obtain the necessary regulatory consents and approvals from the TSX and NYSE in connection with the Offering, including, without limitation, the listing of Alberta the Offered Shares.
(s) As of the close of business on March 29, 2016, the authorized capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of preference shares, issuable in series, of which 401,762,786 Common Shares and no preference shares are issued and outstanding.
(t) The Corporation is a reporting issuer, or the equivalent thereof, in each of the parties irrevocably attorn provinces of Canada. The Corporation is not currently in default of any requirement of the Applicable Securities Laws in any material respect and the Corporation is not included on a list of defaulting reporting issuers maintained by any of the Canadian Securities Commissions.
(u) The currently issued and outstanding Common Shares have been duly authorized and validly issued and are outstanding as fully paid and non-assessable shares and, except for this Agreement or as described in the Pricing Disclosure Package and the Prospectuses, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the issue or allotment of any unissued shares in the capital of the Corporation or any other security convertible into or exchangeable for any such shares, and the currently issued and outstanding Common Shares are listed and posted for trading solely on the TSX and NYSE and no order ceasing or suspending trading in any securities of the Corporation is currently outstanding and no proceedings for such purpose are, to the nonknowledge of the Corporation, pending or threatened. None of the currently issued and outstanding Common Shares were issued in violation of or subject to any pre-exclusive jurisdiction thereof emptive rights or contractual rights to purchase securities issued by the Corporation.
(v) Other than the Underwriters pursuant to this Agreement and their respective representatives, there is no person acting or purporting to act at the request of the Corporation who is entitled to any brokerage, agency, underwriting, or other fiscal advisory or similar fee in connection with respect to all such matters and the transactions contemplated herein.
(hw) The Participant acknowledges that neither Offering Documents (including each Document Incorporated by Reference) are, as of the Plan dates thereof, true and correct in all material respects and do not contain a misrepresentation, and no material fact or this Agreement restricts facts have been omitted therefrom which would make such information misleading.
(x) Except as disclosed in the Company’s ability Pricing Disclosure Package and the Prospectuses, the Corporation and the Subsidiaries are not party to conduct its business any agreement, nor is the Corporation or the Subsidiaries aware of any agreement, which in any manner affects the voting control of any of the securities of the Corporation.
(includingy) Except as set out in the Pricing Disclosure Package and the Prospectuses, but not limited toto the knowledge of the Corporation, such decisions as transactions with related partiesnone of the directors, new product development effortsofficers or employees of the Corporation or the Subsidiaries, cancellation any known holder of existing products, mergers and acquisitionsmore than 10% of any class of shares of the Corporation, or corporate dissolution) regardless any known associate or affiliate of any of the effect those decisions foregoing persons or companies (as such terms are defined in the Securities Act (British Columbia)), has had any material interest, direct or indirect, in any material transaction within the previous two years or has any material interest in any proposed material transaction involving the Corporation which, as the case may have on be, materially affected, is material to or will materially affect the value of Restricted Stock UnitsCorporation and the Subsidiaries (taken as a whole).
(z) Ex
Appears in 1 contract
General Matters. (a) Restricted Stock Units Options are not transferable or assignable.
(b) This Award Agreement is not an employment contract and nothing in this Award Agreement shall be deemed to create in any way whatsoever any obligation on the Participant’s part to continue to work for the Company (or any subsidiary of the Company), or of the Company (or any subsidiary of the Company) to continue to employ the Participant.
(c) This Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement and the Plan, such matters shall be governed by the terms and provisions of the Plan.
(d) For the grant of the Restricted Stock Units to be effective, this Agreement must be executed by the Participant and returned to the Company.
(e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, Participant and the number of Restricted Stock Units Options granted, and if . If required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it the Participant will, in a timely manner, execute, deliver, file and otherwise assist the company Company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units Options as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange.
(fd) Time shall be This Award Agreement, the Employment Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Options to the essence of this AgreementParticipant and supersede all prior communications, representations and negotiations in respect thereto.
(ge) For the grant of the Options to be effective, this Award Agreement must be executed by the Participant and returned to the Company.
(f) This Award Agreement shall be governed by the laws of the Province of Alberta. The parties agree that any disputes under this Award Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein.
(g) Time shall be of the essence of this Award Agreement.
(h) The Participant acknowledges that neither the Plan or nor this Award Agreement restricts the Company’s ability to conduct its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock UnitsOptions.
(i) The Participant shall not have any of the rights and privileges of a shareholder of the Company by virtue of being granted Options. The Company and the Participant have executed this Award Agreement on the ___day of , 200___. By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (Participant) THIS AGREEMENT made as of the 22nd day of August, 2007. BETWEEN:
Appears in 1 contract
Sources: Employment Agreement (NUCRYST Pharmaceuticals Corp.)
General Matters. In connection with the foregoing, it is understood and agreed that Landlord’s approval under this Section 1.1(A) is given solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon ▇▇▇▇▇▇▇▇’s approval of the Schematic Plans, the Interim Plans or the Tenant Plans (ahereinafter collectively referred to as the “Plans”) Restricted Stock Units for any other purpose whatsoever. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of the Plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of the Plans shall in no event relieve Tenant of the responsibility for such design. In addition, Tenant shall, on or before the Building Permit Application Date (as defined in Section 1.1(B)(3) below), execute and deliver to Landlord any affidavits and documentation provided to Tenant by ▇▇▇▇▇▇’s architect and/or engineers preparing the Plans and/or by Landlord, and required in order to obtain all permits and approvals necessary for Landlord to commence and complete the Tenant Improvement Work (excluding any operational permits that are not transferable or assignable
required in order for Tenant to operate its business in the Premises, which such operational permits shall be Tenant’s sole responsibility to obtain) on a timely basis (b“Permit Documentation”). ▇▇▇▇▇▇▇▇’s failure to respond to any version of the Plans meeting the requirements of this Section 1.1(A) This Agreement is not an employment contract and nothing in this Agreement within the applicable time periods set forth herein shall be deemed to create constitute Landlord’s approval thereof. To the extent that Landlord has previously approved a particular element shown in an earlier iteration of the Plans (or such element has been deemed approved by virtue of Landlord’s failure to respond to such Plans within the applicable time period), Landlord shall not have the right to disapprove such element in any way whatsoever any obligation on subsequent Plans, provided that (i) such element has not been materially modified, (ii) such element was approved without objection or condition by Landlord in the Participant’s part to continue to work for the Company (or any subsidiary earlier iteration of the Company)Plans, or and (iii) in the case of Plans that had been deemed approved, the element was shown in sufficient detail in the earlier iteration of the Company (or any subsidiary of the Company) to continue to employ the Participant.
(c) This Agreement and the Plan constitute the entire agreement between the parties relating Plans that Landlord could reasonably have responded to the grant of Restricted Stock Units to same at the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event of any inconsistencies as between this Agreement and the Plan, such matters shall be governed by the terms and provisions of the Plantime.
(d) For the grant of the Restricted Stock Units to be effective, this Agreement must be executed by the Participant and returned to the Company.
(e) The Participant acknowledges that the Company may be required to disclose to the securities regulatory authorities, the Exchange or other regulatory authorities duly authorized to make such request, the name, address and telephone number of the Participant, the number of Restricted Stock Units granted, and if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it will, in a timely manner, execute, deliver, file and otherwise assist the company in filing, such reports, undertakings, and other documents with respect to the Restricted Stock Units as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority or the Exchange.
(f) Time shall be of the essence of this Agreement.
(g) This Agreement shall be governed by the laws of the Province of Alberta. The parties agree that any disputes under this Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein.
(h) The Participant acknowledges that neither the Plan or this Agreement restricts the Company’s ability to conduct its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock Units.
Appears in 1 contract
Sources: Lease Agreement (A123 Systems, Inc.)
General Matters. Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders (including the Issuing Bank), and the Borrower shall not have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” as used herein or in any other Loan Documents (or any similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) Restricted Stock Units are the Administrative Agent shall not transferable be subject to any fiduciary or assignable
other implied duties, regardless of whether a Default has occurred and is continuing, (b) This Agreement the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not an employment contract have any duty to disclose, and nothing shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in this Agreement any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to create have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any way whatsoever Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any obligation on Loan Document or any other agreement, instrument or document or (v) the Participant’s part satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to continue confirm receipt of items expressly required to work be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Company (or any subsidiary of the CompanyBorrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or of not taken by it in accordance with the Company (or any subsidiary of the Company) to continue to employ the Participant.
(c) This Agreement and the Plan constitute the entire agreement between the parties relating to the grant of Restricted Stock Units to the Participant herein and supersedes all prior communications, representations and negotiations in respect thereto provided that, for greater certainty, in the event advice of any inconsistencies as between this Agreement such counsel, accountants or experts. The Administrative Agent may perform any and the Plan, such matters shall be governed all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the terms Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the Plan.
(d) For preceding paragraphs shall apply to any such sub-agent and to the grant Related Parties of the Restricted Stock Units Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be effectivetaken by any of them while it was acting as Administrative Agent. Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon the Administrative Agent, any arranger of the credit facilities evidenced by this Agreement must be executed or any other Lender and their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender shall, independently and without reliance upon the Administrative Agent, any arranger of the credit facilities evidenced by this Agreement or any amendment thereof or any other Lender and their respective Related Parties and based on such documents and information (which may contain material, non-public information within the Participant meaning of the United States securities laws concerning the Borrower and returned its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder and in deciding whether or to the Company.
(e) The Participant acknowledges that the Company may be required extent to disclose to the securities regulatory authoritieswhich it will continue as a Lender or assign or otherwise transfer its rights, the Exchange or other regulatory authorities duly authorized to make such request, the name, address interests and telephone number of the Participant, the number of Restricted Stock Units granted, and if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, the Exchange or other regulatory authority, it will, in a timely manner, execute, deliver, file and otherwise assist the company in filing, such reports, undertakings, and other documents obligations hereunder. Except with respect to the Restricted Stock Units exercise of setoff rights of any Lender, in accordance with Section 9.08, the proceeds of which are applied in accordance with this Agreement, each Lender agrees that it will not take any action, nor institute any actions or proceedings, against the Borrower or with respect to any Loan Document, without the prior written consent of the Required Lenders or, as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders provided in this Agreement or the requirements other Loan Documents, with the consent of the Administrative Agent. None of the Lenders or their Affiliates, if any, identified in this Agreement as a Joint Bookrunner, Co-Syndication Agent or Co-Documentation Agent shall have any securities commission right, power, obligation, liability, responsibility or duty under this Agreement other regulatory authority than, in the case of Lenders, those applicable to all Lenders as such. Without limiting the foregoing, none of the Joint Bookrunners or such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the Exchange.
(f) Time same acknowledgments with respect to the relevant Lenders and their Affiliates in its capacity as Co-Syndication Agents, Co-Documentation Agents or Joint Bookrunners, as applicable, as it makes with respect to the Administrative Agent in the preceding paragraph. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the essence Administrative Agent) authorized to act for, any other Lender. The Administrative Agent shall have the exclusive right on behalf of the Lenders to enforce the payment of the principal of and interest on any Loan after the date such principal or interest has become due and payable pursuant to the terms of this Agreement.
(g) This Agreement shall be governed by the laws of the Province of Alberta. The parties agree that any disputes under this Agreement shall be resolved by the courts of Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction thereof with respect to all such matters and the transactions contemplated herein.
(h) The Participant acknowledges that neither the Plan or this Agreement restricts the Company’s ability to conduct its business (including, but not limited to, such decisions as transactions with related parties, new product development efforts, cancellation of existing products, mergers and acquisitions, or corporate dissolution) regardless of the effect those decisions may have on the value of Restricted Stock Units.
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