Common use of Advertisements and Press Releases Clause in Contracts

Advertisements and Press Releases. 21.1 The Company acknowledges that the Agent shall have the right, subject always to subparagraphs 3(a) and (c) of this Agreement, at its own expense, subject to the prior consent of the Company, such consent not to be unreasonably withheld, to place such advertisement or advertisements relating to the sale of the Offered Shares contemplated herein as the Agent may consider desirable or appropriate and as may be permitted by applicable law. The Company and the Agent each agree that they will not make or publish any advertisement in any media whatsoever relating to, or otherwise publicize, the transaction provided for herein so as to result in any exemption from the prospectus and registration or other similar requirements under applicable securities legislation in any of the provinces of Canada or any other jurisdiction in which the Offered Shares shall be offered and sold being unavailable in respect of the sale of the Offered Shares to prospective purchasers. 21.2 Subject to compliance with applicable law, any press release of the Company relating to the Offering will be provided in advance to the Agent, and the Company will use commercially reasonable efforts to agree to the form and content thereof with the Agent prior to the release thereof. More particularly, in order to comply with applicable U.S. securities laws, no press release will be issued in the United States by the Company concerning the Offering during the Offering, and any press release issued by the Company concerning the Offering shall include the following: "This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available."

Advertisements and Press Releases. 21.1 (a) The Company Corporation acknowledges that the Agent shall have the right, subject always to subparagraphs subsections 3(a) and (c) of this Agreement, at its own expense, subject to the prior consent of the CompanyCorporation, such consent not to be unreasonably withheld, to place such advertisement or advertisements relating to the sale of the Offered Shares Units contemplated herein as the Agent may consider desirable or appropriate and as may be permitted by applicable law. The Company Corporation and the Agent each agree that they will not make or publish any advertisement in any media whatsoever relating to, or otherwise publicize, the transaction provided for herein so as to result in any exemption from the prospectus and registration or other similar requirements under applicable securities legislation in any of the provinces of Canada or any other jurisdiction in which the Offered Shares Units shall be offered and sold being unavailable in respect of the sale of the Offered Shares Units to prospective purchasers.purchasers.‌ 21.2 (b) Subject to compliance with applicable law, any press release of the Company Corporation relating to the Offering will be provided in advance to the Agent, and the Company Corporation will use commercially reasonable efforts to agree to the form and content thereof with the Agent prior to the release thereof. More particularly, in order to comply with applicable U.S. securities laws, no press release will be issued in the United States by the Company Corporation concerning the Offering during the Offering, and any press release issued by the Company Corporation concerning the Offering shall include the following: "This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available."

Advertisements and Press Releases. 21.1 13.1 The Company acknowledges that Corporation and the Agent shall have Agents agree the right, subject always to subparagraphs 3(a) and (c) of this Agreement, at its own expense, subject Corporation will provide to the prior consent of the CompanyAgents, such consent not to be unreasonably withheld, to place such advertisement or advertisements relating to the sale of the Offered Shares contemplated herein as the Agent may consider desirable or appropriate and as may be permitted by applicable law. The Company and the Agent each agree that they will not make or publish any advertisement in any media whatsoever relating to, or otherwise publicize, the transaction provided for herein so as to result in any exemption from the prospectus and registration or other similar requirements under applicable securities legislation in any of the provinces of Canada or any other jurisdiction in which the Offered Shares shall be offered and sold being unavailable in respect of the sale of the Offered Shares to prospective purchasers. 21.2 Subject to compliance with applicable lawadvance, any press release concerning the Offering and the Corporation will give effect to any changes reasonably and timely requested by the Agents. The Corporation will also ensure that any press release concerning the Offering complies with Applicable Securities Law. At the request of the Company Agents, and to the extent permitted by Law, the Corporation will ensure the Agents are disclosed as the agents (and MRCC is disclosed as the lead agent) for the Offering in any press release relating to the Offering will be provided in advance Offering. 13.2 At the completion of the Offering, and to the Agentextent permitted by Law, the Agents may, at their sole expense and the Company will use commercially reasonable efforts to agree to the form and content thereof upon consultation with the Agent prior Corporation, place advertisements or announcements in any newspapers, periodicals or other publications, or otherwise disclose to third parties, that they acted as agents in connection with the release thereof. More particularly, in order Offering (and as to comply with applicable U.S. securities laws, no each Agent’s Role). 13.3 No press release will be issued in the United States by the Company Corporation concerning the Offering during the Offering, and any press release issued by the Company Corporation concerning the Offering shall will include substantially the followingfollowing legends and will comply with Rule 135e under the U.S. Securities Act: "This “Not for distribution to United States news release does not constitute an offer to sell wire services or a solicitation of an offer to sell any of the securities dissemination in the United States. ;” and “The securities offered have not been and will not be registered under the United States U.S. Securities Act of 1933, as amended (the "“U.S. Securities Act"”) or any U.S. state securities laws laws, and may not be offered or sold within in the “United States States” or to “U.S. Persons unless registered persons” (as such terms are defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and any applicable U.S. state securities laws or compliance with an applicable exemption from such registration is availablerequirements. This press release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful."”

Advertisements and Press Releases. 21.1 13.1 The Company acknowledges that the Agent shall have the right, subject always to subparagraphs 3(a) and (c) of this Agreement, at its own expense, subject to the prior consent of the Company, such consent not to be unreasonably withheld, to place such advertisement or advertisements relating to the sale of the Offered Shares contemplated herein as the Agent may consider desirable or appropriate and as may be permitted by applicable law. The Company Corporation and the Agent each agree that they the Corporation will not make or publish any advertisement provide to the Agent in any media whatsoever relating to, or otherwise publicize, the transaction provided for herein so as to result in any exemption from the prospectus and registration or other similar requirements under applicable securities legislation in any of the provinces of Canada or any other jurisdiction in which the Offered Shares shall be offered and sold being unavailable in respect of the sale of the Offered Shares to prospective purchasers. 21.2 Subject to compliance with applicable law, advance any press release of the Company relating to concerning the Offering and the Corporation will be provided in advance give effect to any changes reasonably and timely requested by the Agent. The Corporation will also ensure that any press release concerning the Offering complies with Applicable Securities Law. At the request of the Agent, and the Company will use commercially reasonable efforts to agree to the form extent permitted by Law, the Corporation will ensure the Agent is disclosed as the agent for the Offering in any press release. 13.2 At the completion of the Offering, and content thereof to the extent permitted by Law, the Agent may, at its sole expense and upon consultation with the Agent prior Corporation, place advertisements or announcements in any newspapers, periodicals or other publications, or otherwise disclose to third parties, that it acted as exclusive agent in connection with the release thereof. More particularly, in order to comply with applicable U.S. securities laws, no Offering. 13.3 No press release will be issued in the United States by the Company Corporation concerning the Offering during the Offering, and any press release issued by the Company Corporation concerning the Offering shall will include the followingfollowing legends and will comply with Rule 135e under the U.S. Securities Act: "“Not for distribution to United States news wire services or dissemination in the United States;” and “The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news press release does will not constitute an offer to sell or a the solicitation of an offer to sell buy nor will there be any sale of the securities in the United States. The securities have not been and will not any State in which such offer, solicitation or sale would be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is availableunlawful."”

Advertisements and Press Releases. 21.1 14.1 The Company acknowledges Corporation and the Underwriter each agree that the Agent shall have Corporation will provide to the rightUnderwriter, subject always in advance any press release concerning the Offering and the Corporation will give effect to subparagraphs 3(a) any changes reasonably and (c) timely requested by the Underwriter. The Corporation will also ensure that any press release concerning the Offering complies with Applicable Securities Law. At the request of this Agreementthe Underwriter, and to the extent permitted by Law, the Corporation will ensure the Underwriter is disclosed as the sole underwriter for the Offering in any press release relating to the Offering. 14.2 At the completion of the Offering, and to the extent permitted by Law, the Underwriter may, at its own expensesole expense and upon consultation with the Corporation, subject to the prior consent of the Company, such consent not to be unreasonably withheld, to place such advertisement advertisements or advertisements relating to the sale of the Offered Shares contemplated herein as the Agent may consider desirable or appropriate and as may be permitted by applicable law. The Company and the Agent each agree that they will not make or publish any advertisement announcements in any media whatsoever relating tonewspapers, periodicals or other publications, or otherwise publicizedisclose to third parties, that they acted as agents in connection with the transaction provided for herein so as to result in any exemption from the prospectus and registration or other similar requirements under applicable securities legislation in any of the provinces of Canada or any other jurisdiction in which the Offered Shares shall be offered and sold being unavailable in respect of the sale of the Offered Shares to prospective purchasersOffering. 21.2 Subject to compliance with applicable law, any press release of the Company relating to the Offering will be provided in advance to the Agent, and the Company will use commercially reasonable efforts to agree to the form and content thereof with the Agent prior to the release thereof. More particularly, in order to comply with applicable U.S. securities laws, no 14.3 No press release will be issued in the United States by the Company Corporation concerning the Offering during the Offering, and any press release issued by the Company Corporation concerning the Offering shall will include substantially the followingfollowing legends and will comply with Rule 135e under the U.S. Securities Act: "This “Not for distribution to United States news release does not constitute an offer to sell wire services or a solicitation of an offer to sell any of the securities dissemination in the United States. ;” and “The securities offered have not been and will not be registered under the United States U.S. Securities Act of 1933, as amended 1933 (the "“U.S. Securities Act"”) or any U.S. state securities laws laws, as amended, and may not be offered or sold within in the “United States States” or to “U.S. Persons unless registered persons” (as such terms are defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and any any applicable U.S. state securities laws or compliance with an applicable exemption from such registration is availablerequirements. This press release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful."”