(ix) Escrow Agreements As a condition of listing, applicants must provide copies of any agreements under which securities are held in escrow, pooled, or under a similar arrangement. (x) Material Documents Applicants must also provide: • Any information required to update the Principal Listing Document, including continuous disclosure filings such as material change reports, business acquisition reports, press releases and any other information required to make the listing application current must be provided. • All material documents, including but not limited to: ׂ Copies of all material contracts referred to in the listing application, if not already provided pursuant to a different requirement in this list and if not available in current form on SEDAR+. ׂ Copies of any indenture or certificates governing the terms of warrants or other convertible securities of the applicant. ׂ Copies of any existing contract or agreement pursuant to which the applicant may be obligated to issue securities in the future. (xi) Legal Opinion As a condition of listing, applicants are required to provide a legal opinion setting out, in effect, that legal counsel has examined, or is familiar with, the records of the applicant and is of the opinion that: • it is a valid and subsisting company (or other legal entity, as applicable); • all of the securities, which have been allotted and issued as set out in the Listing Application, have been legally created; and • all of the securities, which have been allotted and issued as set out in the Listing Application, are or will be validly issued as fully paid and non-assessable. Note that if the securities to be listed have not been issued pursuant to a prospectus filed with the CSA, applicants will also be required to provide an opinion speaking to the free tradeability of those securities in Canada. (xii) Security Certificates Applicants must provide for evidence of security ownership, for each class of securities to be listed, as set out in Appendix D of the Manual. TORONTO STOCK EXCHANGE 28
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