The Underwriting agreement 2015 will furnish to each Underwriter, without charge, during the period when the Prospectus is required to be delivered under the Act, such number of copies of the Prospectus as amended or supplemented as such Underwriter may reasonably request.
Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to you or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.
No stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, have been threatened by the Commission, and any request on the part of the Commission for additional information has been complied with.
There are no contracts or documents which are required to be described in the Registration Statement, the General Disclosure Package or the Prospectus or to be filed as underwriting agreement 2015 to the Registration Statement that are not described and filed as required.
Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign regulatory agency with respect to any Plan that underwriting agreement 2015 reasonably be expected to result in material liability to the Company or its subsidiaries.
Any shares or bonds in a best efforts underwriting that have not been sold will be returned to the issuer. The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9: The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.
The purpose of the underwriting agreement is to ensure that all of the players understand their responsibility in the process, thus minimizing potential conflict.
Federal Tax Considerations for Non-U. The Company has delivered to each Underwriter, without charge, an electronic copy of the Preliminary Prospectus, and the Company hereby consents to the distribution of such Preliminary Prospectus to prospective investors. Neither the Company nor the Significant Underwriting agreement 2015 is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which it is a party or by which it may be bound or to which any of its properties may be subject, except for such defaults that would not have a material adverse effect on the financial condition, earnings or business affairs of the Company and its subsidiaries, considered as one enterprise.
For purposes of this Agreement, the following terms shall have the following meanings: All or None Agreement With an all or none underwriting, the issuer has determined that it must receive the proceeds from the sale of all of the securities. The Company will also supply you with such information as is necessary for the determination of the legality of the Securities for investment under the laws of such jurisdictions as you may request.
The consolidated financial statements included in or incorporated by reference into the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates indicated and the consolidated results of operations and the consolidated cash flows of the Company and its subsidiaries for the periods specified.
Standby A standby underwriting agreement is used in conjunction with a preemptive rights offering. The Company agrees with each of the Underwriters: New York time on the business day following the date on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.
A market out clause frees the underwriter from their obligation to purchase all of the securities in case of a development that impairs the quality of the securities or that adversely affects the issuer.
Each of the Company and the Significant Subsidiary owns or possesses, or can acquire on reasonable terms, adequate patents, patent licenses, trademarks, service marks and trade names necessary to carry on its business as presently conducted, and neither the Company nor the Significant Subsidiary has received any notice of infringement of or conflict with asserted rights of others with respect to any patents, patent licenses, trademarks, service marks or trade names that in the aggregate, if the subject of an unfavorable decision, ruling or finding, could materially adversely affect the financial condition, earnings or business affairs of the Company and its subsidiaries, considered as one enterprise.
The obligations of the several Underwriters to purchase and pay for the Securities that they have respectively agreed to purchase pursuant to this Agreement are subject to the accuracy of the representations and warranties of the Company contained herein or in certificates of any officer of the Company or the Significant Subsidiary delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the following further conditions: The Company will comply to the best of its ability with the Act and the Act Regulations, the Act and the Act Regulations and the Act and the Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and the Prospectus.
The obligations of the Underwriters hereunder, as to the Shares to be delivered at each Time of Delivery, shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Company and the Selling Stockholders herein are, at and as of such Time of Delivery, true and correct, the condition that the Company and the Selling Stockholders shall have performed all of its and their obligations hereunder theretofore to be performed, and the following additional conditions: Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Selling Stockholders as set forth in Schedule II hereto.
During the period in which a prospectus relating to the Securities is required to be delivered by an Underwriter or would be required but for Rule under the Act, the Company will give the Representatives notice of its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities or any amendment, supplement or revision to either the Preliminary Prospectus or to the Prospectus, whether pursuant to the Act, the Act or otherwise, and the Company will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object.
The financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States "U. The copies of the Original Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
To the knowledge of the Company, all Intellectual Property owned or licensed by the Company is valid and enforceable except where such invalidity or unenforceability would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
The Securities and the Indenture are more fully described in the Prospectus referred to below. The selected consolidated financial information included or incorporated by reference in the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited consolidated financial statements included or incorporated by reference in the Registration Statement.
Other than as described in the Pricing Prospectus, all Intellectual Property owned by the Company or its subsidiaries is owned solely by the Company or its subsidiaries and is owned free and clear of all liens, encumbrances, defects or other restrictions. The Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the 14 applicable securities laws of such states and other jurisdictions as you may designate and will maintain such qualifications in effect for a period of not less than one year from the date hereof; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.
Such registration statement covers, among other securities, the registration of the Securities under the Act. Eastern time on September 9, or such other time as agreed by the Company and the Underwriters.
A firm commitment underwriting agreement is the most desirable for the issuer because it guarantees them all of their money right away. The Company will timely file such reports pursuant to the Act as are necessary in order to make generally available to its security holders as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters the benefits contemplated by, the last paragraph of Section 11 a of the Act.
The more in demand the offering is, the more likely it is that it will be done on a firm commitment basis. The Company has not taken and, so long as a prospectus is required to be delivered by any Underwriter or dealer, will not take, directly or indirectly, any action designed to, or that might be reasonably expected to, cause or result in stabilization or manipulation of the price of the Securities.
Each Issuer Free Writing Prospectus, as of its issue date, did not include any information that conflicted with the information contained in the Registration Statement or the Prospectus as of such date, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified.
The financial statement schedules, if any, included in the Registration Statement present fairly in all material respects in accordance with GAAP the information required to be stated therein.UNDERWRITING AGREEMENT May 28, The Westaim Corporation 70 York Street, Suite Toronto, Ontario M5J 1S9 Attention: J.
Cameron MacDonald, President and Chief Executive Officer Dear Sir: The undersigned, GMP Securities L.P. - Underwriting. Program Administration | Coverage Plans | Privately Developed Products Written Agreement Handbook.
Jun Written Agreement Handbook. Jul Written Agreement Handbook (Updated Handbook Including Slipsheets). Nov A Note providing commentary on the typical provisions of an underwriting agreement for an SEC-registered public offering of securities.
It describes the key sections, including representations and warranties, covenants, closing conditions, termination rights, and indemnification and contribution.
Underwriting Agreement and Other Business Contracts, Forms and Agreeements. Competitive Intelligence for Investors. Execution Version v2 UNDERWRITING AGREEMENT. July 10, Sleep Country Canada Holdings Inc.
Wendell Avenue, Unit 2. North York, Ontario M9N 3R2. The Selling Guide is organized into parts that reflect how lenders generally categorize various aspects of their business relationship with Fannie Mae: Eligibility, Underwriting Borrowers, Underwriting Property, Unique Eligibility and Underwriting Considerations, Government Programs Eligibility and Underwriting Requirements, Insurance.Download