Representations and Warranties of the Company and the Selling Shareholders Sample Clauses
The 'Representations and Warranties of the Company and the Selling Shareholders' clause sets out the specific statements of fact and assurances that both the company and its selling shareholders make to the buyer in a transaction. These statements typically cover matters such as the company's financial condition, ownership of shares, compliance with laws, and the absence of undisclosed liabilities. By requiring these parties to affirm the accuracy of key information, this clause helps allocate risk between the parties and provides the buyer with legal recourse if any of the representations prove to be false or misleading.
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Representations and Warranties of the Company and the Selling Shareholders. Each of the Company and each of the Selling Shareholders hereby represents, warrants and covenants to each Underwriter as follows:
Representations and Warranties of the Company and the Selling Shareholders. (a) The Company represents and warrants to each of the Underwriters and the Selling Shareholders as follows:
(i) A registration statement on Form S-3 (File No. 333-______) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "ACT"), and the rules and regulations (the "RULES AND REGULATIONS") of the Securities and Exchange Commission (the "COMMISSION") thereunder and has been filed with the Commission. The Company and the offering and sale of the Shares contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you or your representatives or are publicly available in accordance with the Rules and Regulations. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462 (b) of the Act, is herein referred to as the "REGISTRATION STATEMENT," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "PROSPECTUS" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time the Registration Statement becomes effective is herein referred to as a "
Representations and Warranties of the Company and the Selling Shareholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that:
Representations and Warranties of the Company and the Selling Shareholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that:
(i) A registration statement on Form S-3 (No. 333-116399) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (“Commission”) and either (A) has been declared effective under the Securities Act of 1933 (“Act”) and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”) has been declared effective, either (A) an additional registration statement (the “additional registration statement”) relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“Rule 462(b)”) under the Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing the Offered Securities will all have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement. If the Company does not propose to amend the initial registration statement or if an additional registration statement has been filed and the Company does not propose to amend it, and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of this Agreement, the most recent amendment (if any) to each such registration statement has been
Representations and Warranties of the Company and the Selling Shareholders. (a) The Company represents and warrants to each of the Underwriters as follows:
(i) A registration statement on Form F-1 (File No. 333-125673) with respect to the Offered Securities has been prepared by the Company in conformity, in all material respects, with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form F-1. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462 (b) of the Act, is herein referred to as the “Registration Statement”, which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and
Representations and Warranties of the Company and the Selling Shareholders. As of the date hereof and as of the Closing Date, the Company and the Selling Shareholders, jointly and severally, represent and warrant to RV Estates, and acknowledge that RV Estates is relying upon such representations and warranties, in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of RV Estates, as follows:
Representations and Warranties of the Company and the Selling Shareholders. The Company and the Selling Shareholders, jointly and severally, represent and warrant, to and for the benefit of the Indemnities, that, except as set forth in the disclosure schedule delivered by the Company and the Selling Shareholders to the Purchaser on the date of this Agreement (the "Disclosure Schedule"):
Representations and Warranties of the Company and the Selling Shareholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that:
(i) A registration statement (No. 333-46349) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (the "Commission") and either (A) has been declared effective under the Securities Act of 1933, as amended (the "Act"), and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the
Representations and Warranties of the Company and the Selling Shareholders as to the Offering Documents
(1) Filing of the Prospectus Supplement and any Prospectus Amendment shall constitute a representation and warranty by the Company to the Underwriters and the U.S. Affiliates that, as at their respective dates of filing:
(a) the information and statements (except for the Underwriters’ Information and the Selling Shareholder Information) contained in the Prospectus or any Prospectus Amendment, as applicable (i) are true and correct, (ii) contain no misrepresentation and (iii) constitute full, true and plain disclosure of all material facts relating to the Company and the Securities as required by Canadian Securities Laws;
(b) no material fact has been omitted from such information and statements (except for the Underwriters’ Information and the Selling Shareholder Information) that is required to be stated in such information and statements or that is necessary to make a statement contained in such information and statements not misleading in the light of the circumstances under which it was made;
(c) the information and statements (except for the Underwriters’ Information and the Selling Shareholder Information) contained in the U.S. Offering Memorandum and any Offering Memorandum Amendment, as applicable, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, all within the meaning of United States Securities Laws;
(d) except with respect to any Underwriters’ Information, each such document complies with all applicable requirements of Canadian Securities Laws and United States Securities Laws, as applicable; and
(e) the statistical and market-related data included in the Prospectus, the U.S. Offering Memorandum, the marketing materials and any Prospectus Amendment, Offering Document Amendment or Marketing Materials Amendment are based on or derived from sources that are believed by the Company to be reliable and accurate in all material respects.
(2) Such filings shall also constitute the Company’s consent to the Underwriters’ use of the Prospectus, any Prospectus Amendment, the marketing materials and any Marketing Materials Amendment in connection with the distribution of the Securities in the Qualifying Jurisdictions in compliance with this Agreement and applicable Canadian Securities Laws and the use of the U.S. Offering Memorandum for offers and sales of the Securit...
Representations and Warranties of the Company and the Selling Shareholders. A. The Company represents and warrants to, and agrees with, the several Underwriters that:
(a) The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement, and may have filed an amendment or amendments thereto, on Form S-3 (No. 333-27771), for the registration of the Shares under the Securities Act of 1933, as amended (the "Act"). The Company will not, without your prior consent, file any other amendment thereto or make any change in the form of final prospectus included therein prior to the time it is first filed pursuant to Rule 424(b) of the General Rules and Regulations of the Commission under the Act (the "Regulations"). Such registration statement, including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof, as amended, when it shall become effective, is herein called the "Registration Statement" and shall include information with respect to the Shares and the offering permitted to be omitted from the Registration Statement