An Equity Distribution Agreement is a crucial document used when a company wishes to establish an ongoing arrangement for the distribution of its equity securities in the Canadian market. This agreement is particularly valuable for public companies seeking flexible access to capital markets through an "at-the-market" (ATM) offering or similar distribution mechanism. The document must comply with Canadian securities regulations, including provincial securities laws and national instruments such as NI 45-106 and NI 41-101. It outlines the relationship between the issuer and the distribution agent, detailing commission structures, distribution procedures, compliance requirements, and risk allocation. The agreement is commonly used by companies listed on Canadian exchanges like the TSX, though it can also be utilized by private companies under appropriate exemptions. The document includes comprehensive provisions for regulatory compliance, operational procedures, and ongoing obligations of all parties involved.
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1. Parties: Identification of the issuer and the distribution agent(s)
2. Background: Context of the agreement and basic transaction structure
3. Definitions: Key terms used throughout the agreement
4. Appointment and Authority: Formal appointment of distribution agent and scope of authority
5. Issuance and Sale of Securities: Core terms governing the distribution process and mechanics
6. Covenants of the Company: Issuer's ongoing obligations and commitments
7. Representations and Warranties: Standard and specific representations by both parties
8. Distribution Procedures: Detailed procedures for executing distributions
9. Fees and Expenses: Compensation structure and cost allocation
10. Indemnification: Mutual indemnification provisions
11. Term and Termination: Duration and termination rights
12. Regulatory Compliance: Securities law compliance requirements
13. Notices: Communication procedures between parties
14. General Provisions: Standard boilerplate provisions
1. International Distribution: Required when securities may be distributed outside Canada
2. Exchange Listing Requirements: Required for issuers listed on specific exchanges
3. Warrant Provisions: Required if warrants are part of the distribution
4. Electronic Trading Procedures: Required for automated trading platforms
5. Market Making Provisions: Optional provisions for market making activities
6. Research Coverage: Optional provisions regarding research analyst coverage
7. Stabilization Procedures: Required for distributions involving price stabilization
1. Schedule A - Form of Placement Notice: Template for initiating specific distributions
2. Schedule B - Authorized Representatives: List of authorized persons for each party
3. Schedule C - Compensation Schedule: Detailed fee structure and calculations
4. Schedule D - Jurisdictions: List of authorized distribution jurisdictions
5. Schedule E - Disclosure Schedule: Exceptions to representations and warranties
6. Schedule F - Required Regulatory Notices: Forms of required regulatory notices and filings
7. Appendix 1 - Distribution Procedures Manual: Detailed operational procedures
8. Appendix 2 - Compliance Requirements: Specific regulatory compliance requirements
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