Nature of the Transaction Sample Clauses

Nature of the Transaction. 2.1 Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase the Units of the Corporation, and by acceptance of this Agreement the Corporation agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Time of Closing on the Closing Date, all, but not less than all, of the Units. In the event the Underwriters exercise their right pursuant to the Over-Allotment Option to purchase Additional Common Shares and/or Additional Warrants in whole or in part and at any time up to 30 days after the Closing Date, the Corporation shall sell to the Underwriters and the Underwriters shall purchase that number of Additional Common Shares and/or Additional Warrants requested by the Underwriters pursuant to the notice delivered to the Corporation in accordance with Section 3.1, at the Time of Closing on the Over-Allotment Closing Date. 2.2 This offer is conditional upon, among other things, the Corporation obtaining a Passport Decision Document for the Final Prospectus from the Commissions in the Qualifying Jurisdictions, qualifying the distribution by the Corporation of the Units, the Over-Allotment Option and any Additional Common Shares and/or Additional Warrants to purchasers resident in each Qualifying Jurisdiction dated effective March 4, 2009, or such later date as the Lead Underwriters may agree, acting reasonably. The obligation of the Underwriters to purchase any Offered Securities shall, in addition to being subject to the other terms and conditions described herein, be conditional on the following steps having been taken within the time frames described below: (a) The Corporation shall file with the SEC, in form and substance satisfactory to the Underwriters, acting reasonably, and in accordance with the provisions of the U.S. Securities Act, an amendment to the Registration Statement which includes the Final Prospectus (with such additions and deletions as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC) (the “U.S. Final Prospectus”) as soon as possible on March 4, 2009 but in any event not later than one Business Day thereafter or such other date as the Lead Underwriters may agree acting reasonably; (b) The Corporation shall, on or before March 5, 2009, file with the Reviewing Authority a preliminary base shelf prospectus (the “Preliminary Warrant Prospectus”), under NI 44-102 relating to the Warrant Shares and use its best efforts to obtain the issuance by the ...

Nature of the Transaction. Based upon the foregoing and subject to the terms and conditions set out below, the Corporation hereby appoints the Agent to act as its sole and exclusive agent, and the Agent hereby accepts such appointment, to effect the sale of the Offered Units for an aggregate purchase price of a minimum amount equal to the Minimum Offering up to a maximum amount equal to the Maximum Offering, on a best efforts basis to persons resident in the Selling Jurisdictions. The Agent agrees to use its best efforts to sell the Offered Units, but it is hereby understood and agreed that the Agent shall act as agent only and is under no obligation to purchase any of the Offered Units, although the Agent may subscribe for the Offered Units if it so desires. The Offering will be subject to subscriptions being received for the Minimum Offering. All funds received by the Agent will be held in trust until the Minimum Offering has been attained. Notwithstanding any other term of this Agreement, all subscription funds received by the Agent will be returned to the Purchasers if the Minimum Offering is not attained by the Closing Time. During the Distribution of the Qualified Securities, the Corporation and Agent shall approve in writing (prior to such time that marketing materials are provided to potential investors) any marketing materials reasonably requested to be provided by the Agent to any potential investor, such marketing materials to comply with Applicable Securities Laws of the Canadian Selling Jurisdictions and the United States. The Agent shall provide a copy of any marketing materials used in connection with the Offering, to the Corporation in accordance with this Section 1. The Corporation shall file a template version and any revised template version of such marketing materials with the Canadian Securities Regulators and the SEC as soon as reasonably practicable after such marketing materials are so approved in writing by the Corporation and the Agent, and in any event on or before the day the marketing materials are first provided to any potential investor, and such filing shall constitute the Agent’s authority to use such marketing materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered ...

Nature of the Transaction. 2.1 Subject to the terms and conditions set out herein, the Underwriters agree to purchase severally and not jointly in the respective percentages set out in section 7.1, and by its acceptance hereof, the Corporation agrees to issue and sell to the Underwriters, all, but not less than all, of the Offered Shares (excluding the Additional Shares) at the Time of Closing on the Closing Date. In the event the Underwriters exercise their right pursuant to the Over-Allotment Option to purchase Additional Shares in whole or in part and from time to time, the Corporation hereby agrees to sell to the Underwriters and the Underwriters agree to purchase that number of Additional Shares requested, at the Over-Allotment Option Time of Closing. 2.2 This offer is conditional upon, among other things, the Corporation filing the Preliminary Prospectus on October 12, 2012 and obtaining a Passport Decision Document from the Principal Regulator pursuant to the Passport System dated October 12, 2012. The Corporation will (a) use its reasonable best efforts to promptly resolve all comments received or deficiencies raised by the Commissions with respect to the Preliminary Prospectus; and (b) file the Final Prospectus and obtain a Passport Decision Document from the Principal Regulator as soon as possible after such comments have been satisfied and deficiencies resolved, and in any event no later than October 23, 2012, or such later date as Dundee may agree on behalf of the Underwriters, acting reasonably. 2.3 Subject to the terms and conditions set out herein, the Corporation agrees to pay to Dundee, on behalf of the Underwriters, on the Closing Date and the Over-Allotment Option Closing Date, if applicable, the Underwriters’ Fee payable on the Offered Shares or Additional Shares sold on such date. The Underwriters’ Fee is payable at the Time of Closing and Over-Allotment Option Time of Closing, as the case may be, in consideration of the services to be rendered by the Underwriters as described herein. 2.4 The distribution of the Offered Shares and the grant of the Over-Allotment Option shall be qualified by the Prospectuses under Applicable Securities Laws in the Qualifying Jurisdictions. 2.5 Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Shares pursuant to the Final Prospectus. Each other Purchaser shall purchase in accordance with such procedures as the Corporation and the Underwriters may mutually agree, acting reasonably, in order to fully co...

Nature of the Transaction. ▇▇▇▇ ▇▇▇▇ Real Estate has agreed to provide a security over the use of the Land in favour of the Bank to secure the payment obligations of Tianshan Construction of the Revolving Loan Facilities of up to a maximum amount of RMB13.0 million (equivalent to approximately HK$15.6 million), which includes any accrued interest thereon, any penalty interests, any compound interest, any default in payment and compensation and any costs and expenses for enforcing the Land Use Charge. The Land is held by ▇▇▇▇ ▇▇▇▇ Real Estate as inventory. As at 31 October 2015, the carrying value of the Land amount to RMB7.4 million (equivalent to approximately HK$8.9 million). For the financial years ended 31 December 2013 and 2014, the net profit (both before and after taxation and extraordinary items) attributable to the Land was RMB58,000 (equivalent to approximately HK$70,000) and RMB63,000 (equivalent to approximately HK$76,000), respectively.

Nature of the Transaction. 2.1 Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase the Units (excluding the Additional Units) of the Corporation and by acceptance of this Agreement, the Corporation agrees to sell to the Underwriters and the Underwriters agree to purchase at the Time of Closing on the Closing Date all, but not less than all, of the said Units. In the event the Underwriters exercise their right pursuant to the Underwriters' Option to purchase Additional Units in whole or in part and from time to time, the Corporation hereby agrees to sell to the Underwriters and the Underwriters agree to purchase that number of Additional Units requested at the Time of Closing on the Closing Date. 2.2 This offer is conditional upon, among other things, the Corporation obtaining receipts for the Prospectuses from the securities regulatory authorities in each of the Qualifying Jurisdictions pursuant to National Instrument 44-101 – Short Form Prospectus Distributions qualifying the distribution by the Corporation of the Units and any Additional Units to purchasers resident in such provinces: (a) in the case of the Preliminary Prospectus, dated effective June 17, 2005; and (b) in the case of the Final Prospectus, dated effective June 23, 2005, or such later date as Canaccord may agree, acting reasonably. 2.3 The Corporation agrees to pay to the Underwriters upon completion of the Offering a fee (the "Underwriters' Fee") equal to 6.0% of the gross proceeds of the Offering. The Underwriters' Fee is payable at the Time of Closing in consideration of the services to be rendered by the Underwriters in connection with the Offering, which services shall include: (a) acting as Underwriters of the Corporation to purchase the Units; (b) assisting in the preparation of the Preliminary Prospectus and the Final Prospectus together with any documents supplemental thereto or any amending or supplementary prospectus or other supplemental documents or any similar document (collectively, the "Supplementary Material") required to be filed under the legislation of the Qualifying Jurisdictions and performing administrative work in connection with these matters; (c) advising the Corporation with respect to the Offering; (d) distributing the Units to the public both directly and through other registered dealers and brokers; and (e) all other services arising out of the agreement resulting from the Corporation's acceptance of this offer. 2.4 The distribution of the Units, th...

Nature of the Transaction. Based upon the foregoing and subject to the terms and conditions set out below, the Corporation hereby appoints the Agent to act as its sole and exclusive agent, and the Agent hereby accepts such appointment, to effect the sale of the Offered Units for an aggregate purchase price of a minimum amount equal to the Minimum Offering and up to a maximum amount equal to the Maximum Offering, on a best efforts basis to persons resident in the Selling Jurisdictions. The Agent agrees to use its best efforts to sell the Offered Units, but it is hereby understood and agreed that the Agent shall act as agent only and is under no obligation to purchase any of the Offered Units, although the Agent may subscribe for the Offered Units if it so desires. The Offering will be subject to subscriptions being received for the Minimum Offering. All funds received by the Agent will be held in trust until the Minimum Offering has been attained. Notwithstanding any other term of this Agreement, all subscription funds received by the Agent will be returned to the Purchasers if the Minimum Offering is not attained by the Closing Time. During the Distribution of the Offered Units, the Corporation and Agent shall approve in writing (prior to such time that marketing materials are provided to potential investors) any marketing materials reasonably requested to be provided by the Agent to any potential investor of Offered Units, such marketing materials to comply with Applicable Securities Laws of the Canadian Selling Jurisdictions. The Agent shall provide a copy of any marketing materials used in connection with the Offering, to the Corporation in accordance with this Section 1. The Corporation shall file a template version and any revised template version of such marketing materials with the Canadian Securities Regulators as soon as reasonably practicable after such marketing materials are so approved in writing by the Corporation and the Agent, and in any event on or before the day the marketing materials are first provided to any potential investor of Offered Units, and such filing shall constitute the Agent’s authority to use such marketing materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to ...

Nature of the Transaction. Although the Parties intend and expect that the transactions contemplated hereunder constitute purchases and sales of Crude Oil between them, in the event that any transaction contemplated hereunder is reconstrued by any court, bankruptcy trustee or similar authority to constitute a loan from Vitol to Coffeyville, then Coffeyville shall be deemed to have pledged all Crude Oil (until such time as payment in respect of such Crude Oil has been made in accordance with the terms of this Agreement) as security for the performance of Coffeyville’s obligations under this Agreement, and shall be deemed to have granted to Vitol a first priority lien and security interest in such Crude Oil and all the proceeds thereof. Coffeyville hereby authorizes Vitol to file a UCC financing statement with respect to all Crude Oil, whether now owned or hereafter acquired, and all proceeds thereof. Notwithstanding the foregoing, the filing of any UCC financing statements made pursuant to this Agreement shall in no way be construed as being contrary to the intent of the Parties that the transactions evidenced by this Agreement be treated as sales of Crude Oil by Vitol to Coffeyville.

Nature of the Transaction. It is the intent of the parties that: (a) the Lease constitutes an operating lease from the Lessor to the Lessees for purposes of the Lessees' financial reporting, (b) the Lease and other transactions contemplated hereby preserve ownership in the Properties in the Lessees for Federal and state income tax and bankruptcy purposes, (c) each Lease Supplement grants to Lessor a Lien on the Property covered thereby, and (d) the obligations of the Lessees to pay Basic Rent (Interest/Yield) and any part of any Property Balance (other than Basic Rent (Interest/Yield)) shall be treated as payments of interest and principal, respectively, for Federal and state income tax and bankruptcy purposes. The Lessor shall be deemed to have a valid and binding security interest in and Lien on the Properties, free and clear of all Liens other than Permitted Property Liens, as security for the obligations of the Lessees under the Operative Documents, (it being understood and agreed that the Lessees do hereby grant a Lien, and convey, transfer, assign, mortgage ▇▇▇ ▇▇▇▇▇▇▇ to Lessor and its successors, transferees and assigns, for the benefit of the Lessor and its successors, transferees and assigns, the Properties and any proceeds or products thereof, to have and hold the same as collateral security for the payment and performance of the obligations of the Lessees under the Operative Documents). Each of the parties hereto agrees that it will not, nor will it permit any Affiliate to at any time, take any action or fail to take any action with respect to the preparation or filing of any income tax return, including an amended income tax return, to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 5.1. Specifically, without limiting the generality of the foregoing, the parties hereto intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting a Lessee, the Company, Lessor, any Participant or any collection actions, the transactions evidenced by the Operative Documents shall be regarded as loans made by the Participants to the Lessees.

Nature of the Transaction. Although the Parties intend and expect that the transactions contemplated hereunder constitute purchases and sales of Crude Oil between them, in the event that any transaction contemplated hereunder is reconstrued by any court, bankruptcy trustee or similar authority to constitute a loan from Gunvor to CVR, then CVR shall be deemed to have pledged all Crude Oil (until such time as payment in respect of such Crude Oil has been made in accordance with the terms of this Agreement) as security for the performance of CVR’s obligations under this Agreement, and shall be deemed to have granted to Gunvor a first priority lien and security interest in such Crude Oil and all the proceeds thereof.