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 comply with the Applicable Securities Laws and any applicable laws of the jurisdiction in which such purchase takes place, provided that the distribution of Offered Shares and/or Additional Shares in any jurisdiction other than a Qualifying Jurisdiction is completed in accordance with the applicable securities laws of such other jurisdiction(s) and will not require the registration of the Offered Shares or the Additional Shares or the filing of a prospectus or compliance with similar requirements under the laws of such jurisdiction. Subject to being notified by Dundee on behalf of the Underwriters with respect to the offer for sale of any Offered Shares to Purchasers outside of Canada and the United States, the Corporation also agrees to use its commercially reasonable efforts to file within the periods stipulated under applicable laws and at the Corporation’s expense all private placement forms required to be filed by the Corporation and the Purchasers, respectively, in connection with the Offering and agrees to pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Shares outside of Canada and the United States may lawfully occur without the necessity of registering the Offered Shares or filing a prospectus or any similar document under the applicable laws outside of Canada and the United States, if applicable. 2.6 The Offered Shares shall be listed at Closing on the Exchanges. 2.7 The Corporation agrees that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as their agents to assist in the Offering and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable by the Underwriters at their sole expense. The Underwriters shall use their commercially reasonable efforts to ensure that such other dealers, if any, comply with the terms of this Agreement as applicable to the Underwriters. 2.8 Each Underwriter, severally and not jointly, nor jointly and severally, covenants, represents and warrants to the Corporation that: (a) it will comply with the rules and policies of the TSXV and with all applicable securities legislation of each Qualifying Jurisdiction and such other jurisdictions outside of Canada and the United States in which it acts as underwriter of the Corporation in connection with the Offering; (b) all offers and sales of Offered Shares in the United States shall only be made in compliance with Schedule “C” to this Agreement; and (c) during the distribution of the Offered Shares, at least one of the Underwriters is duly registered under the Applicable Securities laws in each of the Qualifying Jurisdictions.
Appears in 1 contract
Nature of the Transaction. 2.1 Subject to the terms and conditions set out hereinof this Agreement, the Underwriters offer to purchase the Convertible Debentures of the Corporation, and by acceptance of this Agreement the Corporation agrees to sell to the Underwriters, and the Underwriters agree to purchase severally and not jointly in at the respective percentages set out in section 7.1, and by its acceptance hereof, Time of Closing on the Corporation agrees to issue and sell to the UnderwritersClosing Date, all, but not less than all, of the Offered Shares (excluding the Additional Shares) at the Time of Closing on the Closing DateConvertible Debentures. In the event the Underwriters exercise their right pursuant to the Over-Allotment Option to purchase Additional Shares Convertible Debentures in whole or in part and from at any time up to time30 days after the Closing Date, the Corporation hereby agrees to shall sell to the Underwriters and the Underwriters agree to shall purchase that number of Additional Shares requestedConvertible Debentures 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 Option Time Closing Date. It is understood that the Underwriters intend to arrange for substituted purchasers for the Offered Securities at the Offering Price, resident in the Qualifying Jurisdictions and in those jurisdictions outside of ClosingCanada permitted hereunder where the Offered Securities may be lawfully sold pursuant to the terms and conditions hereof, in which case the Corporation will sell such Offered Securities (or part thereof) to such substituted purchasers and the Underwriters’ obligation to purchase the Offered Securities shall be rateably reduced.
2.2 This offer is conditional upon, among other things, ,
(a) 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 for the Preliminary Prospectus; and Prospectus dated on or before November 4, 2009,
(b) file the Final Prospectus and obtain Corporation obtaining a Passport Decision Document for the Final Prospectus from the Principal Regulator Commissions in the Qualifying Jurisdictions, qualifying the distribution by the Corporation of the Convertible Debentures and any Additional Convertible Debentures to purchasers resident in each Qualifying Jurisdictions dated on or before November 11, 2009, or such later date as the Lead Underwriter and the Corporation may agree, acting reasonably,
(c) the closing taking place at 5:00 a.m. (Vancouver time) on November 17, 2009, or such other time and date as mutually agreed to by the Corporation and the Lead Underwriter, on behalf of the Underwriters;
(d) the Corporation shall, on or before November 9, 2009, file with the Reviewing Authority a preliminary base shelf prospectus (the “Preliminary Debenture Shares Prospectus”), under NI 44-102 relating to the Debenture Shares and use its best efforts to obtain from the Reviewing Authority a receipt for the Preliminary Debenture Shares Prospectus as soon as possible after such comments have been satisfied and deficiencies resolved, and but in any event no later than October 23one Business Day thereafter;
(e) the Corporation shall file with the SEC as soon as possible following the filing of the Preliminary Debenture Shares Prospectus with the Reviewing Authority but in any event no later than one Business Day thereafter, 2012in accordance with the provisions of the U.S. Securities Act, a shelf registration statement (including documents incorporated by reference therein), as it has been and may be further amended from time to time (the “Debenture Shares Registration Statement”) on Form F-10 providing for the registration of the Debenture Shares under the U.S. Securities Act, which includes the Preliminary Debenture Shares Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC) along with the filing with the SEC of an appointment of an agent for service of process upon the Corporation on Form F-X in conjunction with the filing of such later date registration statement (the “Debenture Shares Form F-X”),
(f) the Corporation shall file with the Reviewing Authority as Dundee may agree on behalf of soon as possible a final base shelf prospectus and supplement thereto in form and substance satisfactory to 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 comply with the Applicable Securities Laws and any applicable laws of the jurisdiction in which such purchase takes place, provided that the distribution of Offered Shares and/or Additional Shares in any jurisdiction other than a Qualifying Jurisdiction is completed in accordance with the applicable securities laws of such other jurisdiction(sprocedures set out in NI 44- 102 relating to the Debenture Shares (the “Final Debenture Shares Prospectus”) and will not require shall obtain a receipt from the registration Reviewing Authority in respect thereof on or before the second Business Day prior to the Closing Date. The Corporation shall file with the Reviewing Authority within one Business Day of the Offered issuance of a final receipt from the Reviewing Authority a prospectus supplement relating to the Debenture Shares (the “Canadian Debenture Shares Supplement”). Reference to “Canadian Debenture Shares Prospectus” herein shall mean the Final Debenture Shares Prospectus for which a receipt has been obtained from the Reviewing Authority, including the documents incorporated by reference therein and prospectus supplement thereto, including the Canadian Debenture Shares Supplement. The Corporation acknowledges and agrees that under no circumstances whatsoever shall the Underwriters be required to execute a certificate page in respect of the Preliminary Debenture Shares Prospectus or the Additional Final Debenture Shares or the filing of a prospectus or compliance with similar requirements under the laws of such jurisdiction. Subject to being notified by Dundee on behalf of the Underwriters with respect to the offer for sale of any Offered Shares to Purchasers outside of Canada and the United StatesProspectus, the Corporation also agrees to use its commercially reasonable efforts to file within the periods stipulated under applicable laws and at the Corporation’s expense all private placement forms required to be filed by the Corporation and the Purchasers, respectively, in connection with the Offering and agrees to pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Shares outside of Canada and the United States may lawfully occur without the necessity of registering the Offered Shares or filing a prospectus or any similar document under the applicable laws outside of Canada and the United States, if applicable.
2.6 The Offered Shares shall be listed at Closing on the Exchanges.
2.7 The Corporation agrees that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as their agents to assist in the Offering and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable by the Underwriters at their sole expense. The Underwriters shall use their commercially reasonable efforts to ensure that such other dealers, if any, comply with the terms of this Agreement as applicable to the Underwriters.
2.8 Each Underwriter, severally and not jointly, nor jointly and severally, covenants, represents and warrants to the Corporation that:
(a) it will comply with the rules and policies of the TSXV and with all applicable securities legislation of each Qualifying Jurisdiction and such other jurisdictions outside of Canada and the United States in which it acts as underwriter of the Corporation in connection with the Offering;
(b) all offers and sales of Offered Shares in the United States shall only be made in compliance with Schedule “C” to this Agreement; and
(c) during the distribution of the Offered Shares, at least one of the Underwriters is duly registered under the Applicable Securities laws in each of the Qualifying Jurisdictions.
Appears in 1 contract
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 Underwriters' 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 Underwriters' 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 12May 3, 20122011, evidencing that a receipt has been issued for the Preliminary Prospectus by the Commissions in the Qualifying Jurisdictions qualifying the distribution by the Corporation of the Offered Shares to purchasers resident in such provinces and of the Underwriters’ Warrants to the Underwriters or any sub-underwriters. 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) use its best efforts to file the Final Prospectus and obtain a Passport Decision Document from the Principal Regulator evidencing that a receipt has been issued for the Final Prospectus by the Commissions in the Qualifying Jurisdictions qualifying the distribution by the Corporation of the Offered Shares to purchasers resident in such provinces as soon as possible after such comments have been satisfied and deficiencies resolved, and in any event no later than October 23May 10, 20122011, or such later date as Dundee Canaccord Genuity may agree on behalf of the Underwritersagree, acting reasonably.
2.3 Subject to the terms and conditions set out herein, the The Corporation agrees to pay to Dundee, on behalf of the Underwriters, Underwriters on the Closing Date and the Over-Allotment Underwriters' 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 Underwriters' Option Time of Closing, as the case may be, in consideration of the services to be rendered by the Underwriters in connection with the Offering, which services shall include:
(a) acting as described hereinunderwriters of the Corporation to purchase the Offered Shares;
(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 Offered Shares 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 Offered Shares and the Underwriters’ Warrants and the grant of the Over-Allotment Underwriters' Option shall be qualified by the Prospectuses under Applicable Securities Laws in the Qualifying Jurisdictions.
2.5 Each Purchaser resident Jurisdictions and in a Qualifying Jurisdiction shall purchase such other jurisdictions (excluding the Offered Shares pursuant to the Final Prospectus. Each other Purchaser shall purchase in accordance with such procedures United States) as the Corporation and the Underwriters may mutually agree, acting reasonably, in order to fully comply with the Applicable Securities Laws and any applicable laws of the jurisdiction in which such purchase takes place, provided that the distribution of Offered Shares and/or Additional Shares in any jurisdiction other than a Qualifying Jurisdiction is completed in accordance with the applicable securities laws of such other jurisdiction(s) and will not require the registration of the Offered Shares or the Additional Shares or the filing of a prospectus or compliance with similar requirements under the laws of such jurisdiction. Subject to being notified by Dundee on behalf of the Underwriters with respect to the offer for sale of any Offered Shares to Purchasers outside of Canada and the United States, the Corporation also agrees to use its commercially reasonable efforts to file within the periods stipulated under applicable laws and at the Corporation’s expense all private placement forms required to be filed by the Corporation and the Purchasers, respectively, in connection with the Offering and agrees to pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Shares outside of Canada and the United States may lawfully occur without the necessity of registering the Offered Shares or filing a prospectus or any similar document under the applicable laws outside of Canada and the United States, if applicable.
2.6 2.5 The Offered Shares shall be listed at Closing on the ExchangesExchange.
2.7 2.6 The Corporation agrees that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as their agents to assist in the Offering and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable by the Underwriters at their sole expenseUnderwriters. The Underwriters shall use their commercially reasonable efforts to ensure that such other dealers, if any, comply with the terms of this Agreement as applicable to the Underwriters.
2.8 2.7 Each Underwriter, severally and not jointly, nor jointly and severally, covenants, represents and warrants to the Corporation that:
(a) that it will comply with the rules and policies of the TSXV Exchange and with all applicable securities legislation of each Qualifying Jurisdiction and such other jurisdictions outside of Canada and the United States in which it acts as underwriter of the Corporation in connection with the Offering;
(b) all offers and sales of Offered Shares in the United States shall only be made in compliance with Schedule “C” to this Agreement; and
(c) during the distribution of the Offered Shares, at least one of the Underwriters is duly registered under the Applicable Securities laws in each of the Qualifying Jurisdictions.
Appears in 1 contract
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 12by 4:00 p.m. (Vancouver time) on February 25, 20122014. 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 234:00 p.m. (Vancouver time) on March 6, 20122014, 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 comply with the Applicable Securities Laws and any applicable laws of the jurisdiction in which such purchase takes place, provided that the distribution of Offered Shares and/or Additional Shares in any jurisdiction other than a Qualifying Jurisdiction is completed in accordance with the applicable securities laws of such other jurisdiction(s) and will not require the registration of the Offered Shares or the Additional Shares or the filing of a prospectus or compliance with similar requirements under the laws of such jurisdiction. Subject to being notified by Dundee on behalf of the Underwriters with respect to the offer for sale of any Offered Shares to Purchasers outside of Canada and the United States, the Corporation also agrees to use its commercially reasonable efforts to file within the periods stipulated under applicable laws and at the Corporation’s expense all private placement forms required to be filed by the Corporation and the Purchasers, respectively, in connection with the Offering and agrees to pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Shares outside of Canada and the United States may lawfully occur without the necessity of registering the Offered Shares or filing a prospectus or any similar document under the applicable laws outside of Canada and the United States, if applicable.
2.6 The Offered Shares shall be listed at Closing on the ExchangesNYSE MKT and conditionally approved for listing on the TSX, subject to Standard Listing Conditions.
2.7 The Corporation agrees that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as their agents to assist in the Offering and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable by the Underwriters at their sole expense. The Underwriters shall use their commercially reasonable efforts to ensure that such other dealers, if any, comply with the terms of this Agreement as applicable to the Underwriters.
2.8 During the distribution of the Offered Shares:
(a) the Corporation shall prepare, in consultation with Dundee, and shall approve in writing, prior to the time that any such marketing materials are provided to potential Purchasers, a template version of any marketing materials reasonably requested to be provided by the Underwriters to any such potential Purchasers, and such marketing materials shall comply with Applicable Securities Laws and shall be acceptable in form and substance to the Underwriters and their counsel, acting reasonably;
(b) Dundee shall, on behalf of the Underwriters, approve a template version of any such marketing materials in writing prior to the time that such marketing materials are provided to potential Purchasers;
(c) the Corporation shall file a template version of any such marketing materials on SEDAR as soon as reasonably practical after such marketing materials are so approved in writing by the Corporation and Dundee and in any event on or before the day the marketing materials are first provided to any potential Purchaser, and any comparables shall be removed from the template version in accordance with NI 44-101 prior to filing such on SEDAR (provided that if any such comparables are removed, the Corporation shall deliver a complete template version of any such marketing materials to the Commission), and the Corporation shall provide a copy of such filed template version to the Underwriters as soon as practicable following such filing; and
(d) following the approvals and filings set forth in Sections 2.8 (a) to (c) above, the Underwriters may provide a limited use version of such marketing materials to potential Purchasers in accordance with Applicable Securities Laws.
2.9 The Corporation and each Underwriter, on a several basis, covenants and agrees not to provide any potential Purchaser with any marketing materials except for marketing materials which have been approved as contemplated in Section 2.8.
2.10 Each Underwriter, severally and not jointly, nor jointly and severally, covenants, represents and warrants to the Corporation that:
(a) it will comply with the rules and policies of the TSXV TSX and with all applicable securities legislation of each Qualifying Jurisdiction and such other jurisdictions outside of Canada and the United States in which it acts as underwriter of the Corporation in connection with the Offering;
(b) all offers and sales of Offered Shares in the United States shall only be made in compliance with Schedule “C” to this Agreement; and
(c) during the distribution of the Offered Shares, at least one of the Underwriters is duly registered under the Applicable Securities laws in each of the Qualifying Jurisdictions.
Appears in 1 contract
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 Supplement with the Commissions and the U.S. Prospectus Supplement with respect to the Preliminary Prospectus; and SEC on or before 6:30 p.m. (bVancouver time) 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 resolvedon December 14, and in any event no later than October 23, 2012, or such later date as Dundee may agree on behalf of the Underwriters, acting reasonably2010.
2.3 Subject to the terms and conditions set out herein, the 2.2 The Corporation agrees to pay to Dundee, on behalf the Underwriters upon completion of the Underwriters, on the Closing Date and the Over-Allotment Option Closing Date, if applicable, Offering the Underwriters’ Fee payable on the Offered Shares or Additional Shares sold on such dateFee. 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 in connection with the Offering, which services shall include:
(a) acting as described hereinunderwriters of the Corporation to purchase the Shares;
(b) assisting in the preparation of the Prospectus Supplement together with any documents supplemental thereto (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) distributing the Shares to the public both directly and through other registered dealers and brokers; and
(d) all other services arising out of the agreement resulting from the Corporation’s acceptance of this offer.
2.4 2.3 The distribution of the Offered Shares and the grant of Shares, the Over-Allotment allotment Option and any Additional Shares shall be qualified by the Prospectuses Prospectus and the U.S. Final Prospectus under Applicable Securities Laws in the Qualifying Jurisdictions.
2.5 Each Purchaser resident . Shares and/or Additional Shares may also be distributed in a Qualifying Jurisdiction shall purchase the Offered Shares pursuant to the Final Prospectus. Each such other Purchaser shall purchase in accordance with such procedures jurisdictions as the Corporation and the Underwriters may mutually agree, acting reasonably, in order to fully comply with the Applicable Securities Laws and any applicable laws of the jurisdiction in which such purchase takes place, provided that the distribution of Offered Shares and/or Additional Shares in any jurisdiction such other than a Qualifying Jurisdiction jurisdictions is completed in accordance with the applicable securities laws of such other jurisdiction(s) and will not require the registration of the Offered Shares or the Additional Shares or the filing of a prospectus or compliance with similar requirements under the laws of such jurisdiction. Subject to being notified by Dundee on behalf of the Underwriters with respect to the offer for sale of any Offered Shares to Purchasers outside of Canada and the United States, the Corporation also agrees to use its commercially reasonable efforts to file within the periods stipulated under applicable laws and at the Corporation’s expense all private placement forms required to be filed by the Corporation and the Purchasers, respectively, in connection with the Offering and agrees to pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Shares outside of Canada and the United States may lawfully occur without the necessity of registering the Offered Shares or filing a prospectus or any similar document under the applicable laws outside of Canada and the United States, if applicablejurisdictions.
2.6 2.4 The Offered Shares shall be listed at Closing on the ExchangesExchanges and any Additional Shares shall be listed on the Exchanges on the earlier of the Closing Date and the date of their issuance.
2.7 2.5 The Corporation agrees that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as their agents to assist in the Offering and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable by the Underwriters at their sole expenseUnderwriters. The Underwriters shall use their commercially reasonable efforts to ensure that such other dealers, if any, comply with the terms of this Agreement as applicable to the Underwriters.
2.8 2.6 Each Underwriter, severally and not jointly, nor jointly and severally, Underwriter covenants, represents and warrants to the Corporation that:
(a) that it will comply with the rules and policies of the TSXV Exchanges and with all applicable securities legislation the Applicable Securities Laws of each Qualifying Jurisdiction and such or other jurisdictions outside of Canada and the United States jurisdiction in which it acts as underwriter Underwriter of the Corporation in connection with the Offering;.
(b) all offers and sales of Offered Shares in the United States shall only be made in compliance with Schedule “C” to this Agreement; and
(c) during the distribution of the Offered Shares, at least one 2.7 The obligations of the Underwriters is duly under this section 2 are several and not joint or joint and several. No Underwriter will be liable for any act, omission, default or conduct by any other Underwriter or any registered under the Applicable Securities laws in each of the Qualifying Jurisdictionsdealer appointed by any other Underwriter.
Appears in 1 contract