Underwriting agreement and 2015

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. Federal Tax Considerations for Non-U. The financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States "U.

Underwriting agreement and 2015

The Company wishes to confirm as follows its agreement with you and the other several Underwriters named in Schedule I on underwriting agreement and 2015 behalf you are acting, in connection with the several purchases of the Securities by the Underwriters.

Bulletins and Industry Letters

Registration Statement and Prospectus. The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission an automatic shelf registration statement, as defined in Rule File No.

Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule bone or more Preliminary Prospectuses relating to the Securities, each of which has previously been furnished to you.

The Company will file with the Commission a Final Prospectus relating to the Securities in accordance with Rule b. As filed, such Final Prospectus shall contain all information required by the Act and the rules thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed by the Execution Time, shall contain only such specific additional information and other changes beyond that contained in the Base Prospectus and any Preliminary Prospectus as the Company has advised you, prior to the Execution Time, will be included or made therein.

The Registration Statement, as of the Execution Time, meets the requirements set forth in Rule a 1 x. The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time.

Agreements to Sell and Purchase. It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the Disclosure Package and the Final Prospectus.

Delivery of the Securities and Payment Therefor. The place of closing for such Securities and the Closing Date may be varied by agreement between you and the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Representative shall otherwise instruct.

Any such payment by the Representative shall not relieve any such Underwriter of any of its obligations hereunder. Agreements of the Company. The Company agrees with the several Underwriters that: The Company will use its best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.

The Company will pay the expenses of printing or other production of all documents relating to the offering that are required to be prepared, furnished or delivered by the Company.

Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, each Underwriter that: The Company agrees to pay the fees required by the Commission relating to the Securities within the time required by Rule b 1 without regard to the proviso therein and otherwise in accordance with Rules b and r.

Underwriting Agreement, dated September 16,

Bribery Actas may be amended, or similar law of any other relevant jurisdiction, or the rules and regulations thereunder; and the Company, its subsidiaries and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No part of the proceeds of the offering will be used, directly or indirectly, in violation of the FCPA or the U.

This indemnity agreement will be in addition to any liability which the Company may otherwise have. This indemnity agreement will be in addition to any liability that any Underwriter may otherwise have. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder whether or not the indemnified parties are actual or potential parties to such claim or action unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations.

Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering before deducting expenses received by it, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Final Prospectus.

Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission.

The Company and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above.Promptly after execution and delivery of this Underwriting Agreement (this “Agreement”), the Company will prepare and file a prospectus in accordance with the provisions of Rule B of the Act Regulations (“Rule B”) and paragraph (b) of Rule of the Act Regulations (“Rule (b)”).

The Underwriting Agreement has been duly authorized, executed and delivered by all requisite corporate action on the part of the Company under the DGCL and duly executed and delivered by the Company under the laws of the State of New York to the extent that such execution and delivery is governed by the laws of the State of New York.

What is 'Best Efforts'

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. Common Units Offering – Underwriting Agreement On July 16, , Genesis entered into an Underwriting Agreement (the “ Common Units Underwriting Agreement ”) with Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smit h Incorporated, Citigroup Global Markets Inc., Deutsche Bank.

underwriting agreement and 2015

Friday, September 25, am Twin Rivers Golf Club Underwriting Agreement. Title: Midway Masters Underwriting Agreement Author: Stephanie Grosz Created Date: 8/8/ PM.

NY 4. The Covered Bonds will be issued under an amended and restated trust deed dated as of July 31, (the Trust Deed), between the Issuer, the Guarantor LP and the Bond Trustee.

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