Representations as to Offering Documents Sample Clauses

The 'Representations as to Offering Documents' clause requires parties, typically the issuer or seller, to affirm the accuracy and completeness of the documents provided in connection with an offering, such as a prospectus or private placement memorandum. This clause ensures that all material information disclosed to potential investors is truthful and not misleading, and may specify that no material facts have been omitted. Its core function is to protect investors by holding the issuer accountable for the integrity of the information provided, thereby reducing the risk of misrepresentation or fraud in the offering process.
Representations as to Offering Documents. Filing and delivery to the Agents in accordance with this Agreement of any Offering Document shall constitute a representation and warranty by the Corporation to the Agents that, as at their respective dates, dates of filing and dates of delivery: (i) the information and statements (except information and statements relating solely to the Agents, which have been provided by the Agents to the Corporation in writing specifically for use in any of the Offering Documents (collectively, “Agents’ Information”)) contained and incorporated by reference in such Offering Documents are true and correct and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Special Warrants and the Units as required by applicable Canadian Securities Laws of the Canadian Offering Jurisdictions; (ii) no material fact or information has been omitted from such disclosure (except for Agents’ Information) that is required to be stated in such disclosure or that is necessary to make a statement contained in such disclosure not misleading in the light of the circumstances under which it was made; and (iii) except with respect to any Agents’ Information, such documents comply in all material respects with the requirements of Canadian Securities Laws. Such filings shall also constitute the Corporation’s consent to the Agents’ use of the Offering Documents in connection with the distribution of the Offered Shares and Warrants comprising the Units in the Canadian Offering Jurisdictions in compliance with this Agreement and Canadian Securities Laws.
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Representations as to Offering Documents. Filing and delivery to the Underwriters in accordance with this Agreement of any Offering Document shall constitute a representation and warranty by the Corporation to the Underwriters that, as at their respective dates, dates of filing and dates of delivery: (a) the information and statements (except information and statements relating solely to the Underwriters, which have been provided by the Underwriters to the Corporation in writing specifically for use in any of the Offering Documents (collectively, “Underwriters’ Information”)) contained in such Offering Documents are true and correct and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation and the Units as required to be disclosed therein by applicable Canadian Securities Laws; (b) no material fact or information has been omitted from such disclosure (except for Underwriters’ Information) that is required to be stated in such disclosure or that is necessary to make a statement contained in such disclosure not misleading in the light of the circumstances under which it was made; (c) if applicable, the information and statements (except for Underwriters’ Information) contained in the Preliminary U.S. Placement Memorandum or the U.S. Placement Memorandum, as applicable, including, without limitation, the documents incorporated or deemed to be incorporated by reference therein, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the information presented and the statements made, in the light of the circumstances under which they were presented or made, not misleading, within the meaning of the U.S. Securities Laws; and (d) except with respect to any Underwriters’ Information, such documents comply in all material respects with the requirements of Canadian Securities Laws (including Canadian Securities Administrators Staff Notice 51-352 – Issuers with U.S. Marijuana-Related Activities) and any applicable U.S. Securities Laws. Such filings shall also constitute the Corporation's consent to the Underwriters’ use of the Preliminary Prospectus, the Prospectus and any Supplementary Material in connection with the distribution of the Units in the Qualifying Jurisdictions in compliance with this Agreement and Canadian Securities Laws and, if applicable, the use of the Preliminary U.S. Placement Memorandum and the U.S. Placement Memorandum for offers and sales of the Units in t...
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Representations as to Offering Documents. Filing and delivery to the Agents in accordance with this Agreement of any Offering Document shall constitute a representation and warranty by the Corporation to the Agents that, as at their respective dates, dates of filing and dates of delivery: (i) the information and statements (except information and statements relating solely to the Agents, which have been provided by the Agents or the Purchasers to the Corporation in writing specifically for use in any of the Offering Documents (collectively, “Agents’ Information”)) contained and incorporated by reference in such Offering Documents are true and correct and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Special Warrants and the Units as required by applicable Canadian Securities Laws of the Qualifying Jurisdictions;‌
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Representations as to Offering Documents. Delivery of each of the Offering Documents by the Corporation shall constitute the representation and warranty of the Corporation to the Underwriters that: (i) all information and statements (except information and statements relating solely to any of the Underwriters) contained and incorporated by reference in such Offering Document are, at the respective dates of delivery thereof, true and correct and contain no misrepresentation and, on the respective dates of delivery thereof, the Offering Documents constitute full, true and plain disclosure of all material facts relating to the Corporation and the Underwritten Shares; and (ii) no material fact or information has been omitted therefrom (except facts or information relating solely to the Underwriters and provided by the Underwriters) which is required under the Applicable Securities Laws to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made. Such deliveries shall also constitute the Corporation’s consent to the Underwriters’ use of the Offering Documents in connection with the distribution of the Underwritten Shares in compliance with this Agreement and Applicable Securities Laws unless otherwise advised in writing.
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Related to Representations as to Offering Documents

  • REPRESENTATIONS AND WARRANTIES BY THE UNDERWRITER The Underwriter represents and warrants that: 2.3.1 It is registered as a broker dealer with the SEC under the 1934 Act, and is a member in good standing of the NASD. 2.3.2 Each investment adviser listed on Schedule C (each, an "Adviser") is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and any applicable state securities law.

  • Representations and Warranties of ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.

  • Representations and Warranties of the Underwriter The Underwriter represents and warrants to, and agrees with, the Company:

  • Representations and Warranties of the Underwriters The Underwriters represent and agree that, unless it obtains the prior written consent of the Company, they have not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus,” as defined in Rule 405 under the Act, required to be filed with the Commission; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses. Any such free writing prospectus consented to by the Underwriters is herein referred to as a “Permitted Free Writing Prospectus.” The Underwriters represent that they have treated or agree that they will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and have complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping.

  • Representations and Warranties of Contractor Contractor represents and warrants to Company the following: