QUALIFYING ISSUER Clause Samples

The 'Qualifying Issuer' clause defines the specific criteria an entity must meet to be recognized as an eligible issuer under the agreement. Typically, this involves requirements such as being duly incorporated, in good legal standing, and authorized to issue securities or enter into the relevant transaction. For example, a qualifying issuer might need to be a corporation registered in a particular jurisdiction and compliant with all regulatory obligations. The core function of this clause is to ensure that only entities meeting certain standards can participate, thereby reducing legal and financial risks for the other parties involved.
QUALIFYING ISSUER. 12.1 The Issuer is a Qualifying Issuer and the Shares, Warrants, and Warrant Shares, Agent's Shares, Agent's Warrants and the Agent's Warrant Shares will be subject to a four month hold period from Closing. 12.2 The Issuer will provide the Agent with a copy of the Multilateral Instrument Certificate filed with Commissions within 10 days of each Closing.
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QUALIFYING ISSUER. CP is a "qualifying issuer" as defined under Multilateral Instrument 45-102—Resale of Securities ("MI 45-102").
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QUALIFYING ISSUER. TIW is a qualifying issuer as defined in Multilateral Instrument 45-102 - Resale of Securities and is, and will have been for the four months preceding the Closing Date, a reporting issuer in the provinces of Ontario and Quebec.
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QUALIFYING ISSUER. The Purchaser is a "qualifying issuer" as such term is defined in Multilateral Instrument 45-102 - Resale of Securities;
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QUALIFYING ISSUER. 13.1 The Issuer is a Qualifying Issuer and the Units, the Flow-Through and Non-Flow-Through Shares, the Flow-Through and Non-Flow-Through Unit Warrants, the Non-Flow-Through Warrant Shares, the Agents’ Warrants and the Agents’ Warrant Shares will be subject to a four month hold period from Closing. 13.2 The Issuer will provide the Agents with a copy of the Multilateral Instrument Certificate filed on SEDAR within 10 days of each Closing.
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QUALIFYING ISSUER. The Company is a "qualifying issuer" (as that term is defined in Multilateral Instrument 45-102 Resale of Securities) ("MI 45-102") and shall use all commercially reasonable efforts to remain a "qualifying issuer" under MI 45-102. By virtue of the application of MI 45-102, the Common Stock and Warrant Shares issuable to the Buyer will be freely resaleable in Canada on the TSX provided that the following conditions are met at the time of the trade: (i) the Company is or has been a reporting issuer in a jurisdiction listed in Appendix B of MI 45-102 for a period of four months immediately preceding the trade; (ii) the trade is not a "control distribution," as defined in MI 45-102; (iii) at least four months have elapsed from the date of the Closing; (iv) a certificate representing the securities was issued that carried a legend stating: "Unless permitted under securities legislation, the holder of the securities shall not trade the securities before the date that is four months and a day after the date of the Closing"; (v) no unusual effort is made to prepare the market or to create a demand for the securities that are the subject of the trade; (vi) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and (vii) if the selling security holder is an insider or officer of the Company, the selling security holder has no reasonable grounds to believe that the Company is in default of Canadian Securities Laws. The Company is not aware of any reason that BVF and the other Buyers will be unable to comply with the above conditions; however, BVF and the other Buyers acknowledge that the conditions in paragraphs (ii), (iii), (v) and (vi) are within the control of BVF and the other Buyers. The Company has furnished to the Buyers complete and accurate copies of its Constating Documents, Certificate of Change of Name and Articles, each as amended to date and presently in effect.
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QUALIFYING ISSUER. The Purchaser is a "qualifying issuer" as such term is defined in Multilateral Instrument 45-102 - Resale of Securities;
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Related to QUALIFYING ISSUER

  • Reporting Issuer As at the date hereof, the Company is a “reporting issuer” in each of the Qualifying Jurisdictions within the meaning of the Canadian Securities Laws in such jurisdictions and is not currently in material default of any requirement of the Applicable Securities Laws and the Company is not included on a list of defaulting reporting issuers maintained by any of the Qualifying Authorities.

  • Release Schedule for an Emerging Issuer If the Issuer is an emerging issuer (as defined in section 3.3 of the Policy) and you have not sold any escrow securities in a permitted secondary offering, your escrow securities will be released as follows: On ________, 2___, the date the Issuer's securities are 1/10 of your escrow securities listed on a Canadian exchange (THE LISTING DATE) 6 months after the listing date 1/6 of your remaining escrow securities 12 months after the listing date 1/5 of your remaining escrow securities 18 months after the listing date 1/4 of your remaining escrow securities 24 months after the listing date 1/3 of your remaining escrow securities 30 months after the listing date 1/2 of your remaining escrow securities 36 months after the listing date your remaining escrow securities *In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, the release schedule outlined above results in the escrow securities being released in equal tranches of 15% after completion of the release on the listing date If you acquire additional escrow securities, those securities will be added to the securities already in escrow, to increase the number of remaining escrow securities. After that, all of the escrow securities will be released in accordance with the applicable release schedule in the tables above.

  • Reporting Issuer Status The Company is a reporting issuer in the provinces of British Columbia, Alberta and Ontario and is not in default in any material respect of any requirement under the Canadian Securities Laws and is not on the list of defaulting issuers maintained by the applicable Canadian securities regulators.

  • Foreign Private Issuer The Company is a “foreign private issuer” within the meaning of Rule 405 under the Securities Act.

  • Financing Issues From the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if any Obligor shall be subject to any Insolvency Proceeding and the Working Capital Facility Collateral Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit any Obligor to obtain financing under Section 364 of the Bankruptcy Code (“DIP Financing”), then the Notes Collateral Agent, on behalf of itself and the Noteholders, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, will raise no objection to such Cash Collateral use or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests.