As used herein, Canadian Securities Laws means, collectively, the applicable securities laws of each of the Qualifying Jurisdictions and the respective regulations and rules made under those securities laws together with all applicable national and local instruments, policy statements, notices, blanket orders and rulings of the Canadian Authorities, and all discretionary rulings and orders, as applicable to the Company, if any, of the Canadian Authorities.
As used herein, Financial Statements means the audited financial statements of the Company as of December 31, 2020 and December 31, 2019 and the related consolidated statements of operations and comprehensive income, changes in shareholders equity and cash flows for each of the years in the three-year period ended December 31, 2020, together with the notes and the auditors report thereon.
As used herein, Material Adverse Effect means any fact, effect, change, event, occurrence, or any development involving a change, that is materially adverse to the results of operations, earnings, condition (financial or otherwise), assets, properties, prospects, capital, liabilities (contingent or otherwise), cash flows, shareholders equity, income or business operations of the Company or its Subsidiaries and as a going concern, or prevent or materially interfere with the consummation of the transactions contemplated hereby;
As used herein, Prospectuses means, collectively, the Preliminary U.S. Prospectus and the Canadian Prospectus.
As used herein, Securities Laws means collectively Canadian Securities Laws and United States Securities Laws.
As used herein, United States Securities Laws means the Sarbanes-Oxley Act of 2002, as amended, and all rules and regulations promulgated thereunder or implementing the provisions thereof (Sarbanes-Oxley), the Act, the Securities Act, the Exchange Act of 1934, as amended (the Exchange Act), and the rules and regulations of the Commission, the auditing principles, rules, standards and practices applicable to auditors of issuers (as defined in Sarbanes-Oxley) promulgated or approved by the Public Company Accounting Oversight Board. For purposes of this agreement (the Agreement), free writing prospectus has the meaning set forth in Rule 405 under the Securities Act, Time of Sale Prospectus means the Preliminary U.S. Prospectus together with the information set forth in Schedule II hereto, Time of Sale means [9:00]1 a.m. New York City time on the date of this Agreement, and broadly available road show means a bona fide electronic road show as defined in Rule 433(h)(5) under the Securities Act. For purposes of this Agreement, (a) except where otherwise expressly provided, the term affiliate has the meaning set forth in Rule 405 under the Securities Act; (b) the term business day means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term Subsidiaries means Trulieve, Inc., Leef Industries, LLC, Life Essence, Inc., Trulieve Holdings, Inc., Trulieve Bristol, Inc. (formerly, The Healing Corner, Inc.), PurePenn LLC and Keystone Relief Centers, LLC (doing business as Solevo Wellness).
As used herein, the terms Registration Statement, preliminary prospectus, Time of Sale Prospectus, Preliminary U.S. Prospectus, Canadian Prospectus and Prospectuses shall include the documents, if any, incorporated by reference therein as of the date hereof (collectively, the Offering Documents).
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NTD: Time of Sale will be before market open or after market close.