Common use of Agreements Related to Offerings Clause in Contracts

Agreements Related to Offerings. Subject to the terms and conditions hereof, in connection with any Demand Registration: (a) The Company will cooperate with any underwriters for, and the Securities Holders of, the shares of Registerable Common proposed to be sold pursuant to a Registration Statement, and will, unless the parties to the Purchase Agreement otherwise agree, enter into a Purchase Agreement not inconsistent with the terms and conditions of this Agreement and containing such other terms and conditions of a type and form reasonable and customary for companies of similar size and credit rating (including, but not limited to, such provisions for delivery of a "comfort letter" and legal opinion as are customary), and take all such other reasonable actions as are necessary or advisable to permit, expedite and facilitate the disposition of such shares of Registerable Common in the manner contemplated by such Registration Statement in each case to the same extent as if all the shares of Registerable Common then being offered were for the account of the Company. (b) Neither a Registration Statement nor any amendment or supplement thereto will be filed by the Company until counsel for the Initiating Securities Holder or the Securities Holder delivering the relevant effective Securities Holder Sale Notice shall have had a reasonable opportunity to review the same and each Securities Holder participating in such Sale Event shall have had a reasonable opportunity to exercise its rights under subsection 5.2(d) with respect thereto. No amendment to such Registration Statement naming any Securities Holder as a selling security holder shall be filed with the Commission and/or the applicable Canadian Securities Authority, as applicable, until such Securities Holder shall have had a reasonable opportunity to review such Registration Statement as originally filed. Neither such Registration Statement nor any related Prospectus or any amendment or supplement thereto shall be filed by the Company with the Commission and/or the applicable Canadian Securities Authority, as applicable, which shall be disapproved (for reasonable cause) by the managing underwriters named therein or any participating Securities Holders within a reasonable period after notice thereof. (c) The Company will use its reasonable efforts to keep the Securities Holders informed of the Company's best estimate of the earliest date on which such Registration Statement or any post-effective amendment thereto will become effective and/or the Canadian Prospectus will be receipted and will notify each Securities Holder and the managing underwriters participating in the distribution pursuant to such Registration Statement promptly (i) when such Registration Statement or any post-effective amendment to such Registration Statement becomes effective and/or when a final receipt is issued in respect of such Canadian Prospectus, (ii) of any request by the Commission and/or the applicable Canadian Securities Authority, as applicable, for an amendment or any supplement to such Registration Statement or any related Prospectus, (iii) of the issuance by the Commission or any Canadian Securities Authority of any stop order suspending the effectiveness of such Registration Statement or of any order preventing or suspending the use of any related Prospectus or the initiation or threat of any proceeding for that purpose, (iv) of the suspension of the qualification of any shares of Common Stock included in such Registration Statement for sale in any jurisdiction or the initiation or threat of a proceeding for that purpose, (v) of any determination by the Company that an event has occurred (the nature and pendency of which need not be disclosed during a "black-out period" pursuant to subsection 4.1) which makes untrue any statement of a material fact made in such Registration Statement or any related Prospectus or which requires the making of a change in such Registration Statement or any related Prospectus in order that the same will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and otherwise comply with applicable securities laws and (vi) of the completion of the distribution contemplated by such Registration Statement if it relates to a Company Sale Event. (d) In the event of the issuance of any stop order suspending the effectiveness of such Registration Statement or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any shares of Common Stock included in such Registration Statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain its withdrawal. (e) The Company agrees to otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and any Canadian Securities Authorities, and make available to its security holders (within the meaning of Rule 158 under the Securities Act), as soon as reasonably practicable, but not later than fifteen months after the effective date of such Registration Statement, an earnings statement covering the period of at least twelve months beginning with the first full fiscal quarter after the effective date of such Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder. (f) The Company shall, subject to permitted "black-out" periods, upon the happening of any event of the nature described in subsection 5.3(c) (ii), 5.3(c) (iii) or 5.3(c)(v), as expeditiously as reasonably possible prepare a supplement or post-effective amendment to the applicable Registration Statement or a supplement to the related Prospectus, any document incorporated therein by reference or file any other required documents and deliver a copy thereof to each Securities Holder so that, as thereafter delivered to the purchasers of the Registerable Common being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and shall otherwise comply with all applicable securities laws. (g) Upon receipt of any notice from the Company of the happening of any event of the kind described in subsection 5.2(c), each Securities Holder will immediately discontinue disposition of the Registerable Common pursuant to the Registration Statement relating to such Registerable Common until such Securities Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by subsection 5.2(c), or until such Securities Holder has been advised in writing by the Company that the use of the Prospectus may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference therein. If reasonably requested by the Company, the Securities Holders will, or will request the managing underwriter or underwrites, if any, to, deliver to the Company all copies, other than permanent file copies, of the Prospectus covering the Registerable Common current at the time of receipt of such notice. (h) The Securities Holders acknowledge that audited financial statements covering the Company's 2000 fiscal year do not currently exist and that any Demand Registration requiring such audited financial statements will be subject to the Company's ability to produce such audited financial statements prior to the filing of the related Registration Statement.

Agreements Related to Offerings. Subject to the terms and conditions hereof, in connection with the Registration Statement covering the Initial Underwriting, any Demand RegistrationCompany Public Sale Event, the Shelf Registration Statement and the Litigation Shelf, as applicable: (a) The Company will cooperate with the underwriters for any underwriters for, and the Securities Holders of, the shares underwritten public offering of Registerable Registrable Common proposed to be sold pursuant to a Registration Statement, and will, unless the parties to the Purchase Agreement otherwise agree, use its best efforts to enter into a Purchase Agreement not inconsistent with the terms and conditions of this Agreement and containing such other terms and conditions of a type and form reasonable and customary for companies of similar size and credit rating (including, but not limited to, such provisions for delivery of a "comfort letter" and legal opinion as are customary), and use its best efforts to take all such other reasonable actions as are necessary or advisable to permit, expedite and facilitate the disposition of such shares of Registerable Registrable Common in the manner contemplated by such Registration Statement in each case to the same extent as if all the shares of Registerable Registrable Common then being offered were for the account of the Company. (b) Neither a such Registration Statement nor any amendment or supplement thereto will be filed by the Company until counsel for the Initiating Securities Holder or the Securities Holder delivering the relevant effective Securities Holder Sale Notice Holders' Counsel shall have had a reasonable opportunity to review the same and each Securities Holder participating in such Sale Event shall have had a reasonable opportunity to exercise its rights under subsection 5.2(d6.2(c) with respect thereto. No amendment to such Registration Statement naming any Securities Holder as a selling security holder shall be filed with the Commission and/or the applicable Canadian Securities Authority, as applicable, until such Securities Holder shall have had a reasonable opportunity to review such Registration Statement as originally filed. Neither such Registration Statement nor any related Prospectus or any amendment or supplement thereto shall be filed by the Company with the Commission and/or the applicable Canadian Securities Authority, as applicable, which shall be disapproved (for reasonable cause) by the managing underwriters named therein or any participating Securities Holders Holders' Counsel within a reasonable period after notice thereof. (c) The Company will use its reasonable efforts to keep the Securities Holders informed of the Company's best estimate of the earliest date on which such Registration Statement or any post-effective amendment thereto will become effective and/or the Canadian Prospectus will be receipted and will notify each Securities Holder Holder, Securities Holders' Counsel and the managing underwriters underwriter(s), if any, participating in the distribution pursuant to such Registration Statement promptly (i) when such Registration Statement or any post-effective amendment to such Registration Statement is filed or becomes effective and/or when a final receipt is issued in respect of such Canadian Prospectuseffective, (ii) of any request by the Commission and/or the applicable Canadian Securities Authority, as applicable, for an amendment or any supplement to such Registration Statement or any related Prospectus, or any other information request by any other governmental agency directly relating to the offering, and promptly deliver to each Securities Holder participating in the offering and the managing underwriter(s), if any, copies of all correspondence between the Commission or any such governmental agency or self-regulatory body and all written memoranda relating to discussions with the Commission or its staff with respect to the Registration Statement or proposed sale of shares, to the extent not covered by attorney-client privilege or constituting attorney work product, (iii) of the issuance by the Commission or any Canadian Securities Authority of any stop order suspending the effectiveness of such Registration Statement or of any order preventing or suspending the use of any related Prospectus or the initiation or threat of any proceeding for that purpose, (iv) of `the suspension of the qualification of any shares of Common Stock included in such Registration Statement for sale in any jurisdiction or the initiation or threat of a proceeding for that purpose, (v) of any determination by the Company that an event has occurred (the nature and pendency of which need not be disclosed during a "black-out period" pursuant to subsection 4.15.1(b)) which makes untrue any statement of a material fact made in such Registration Statement or any related Prospectus or which requires the making of a change in such Registration Statement or any related Prospectus in order that the same will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading and otherwise comply with applicable securities laws and misleading, (vi) of the completion of the distribution contemplated by such Registration Statement if it relates to a Company Sale Event, and (vii) if at any time the representations and warranties of the Company under Section 7 cease to be true and correct in all material respects. (d) In the event of the issuance of any stop order suspending the effectiveness of such Registration Statement or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any shares of Common Stock included in such Registration Statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain its withdrawalwithdrawal at the earliest possible time. (e) The Company agrees to otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and any Canadian Securities AuthoritiesCommission, and make available to its security holders (within the meaning of Rule 158 under the Securities Act)Security Holders, as soon as reasonably practicable, but not later than fifteen months after the effective date of such Registration Statement, an earnings statement covering the period of at least twelve months beginning with the first full fiscal quarter after the effective date of such Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunderAct. (f) The Company shall, subject to permitted "black-out" periods, upon the happening of any event of the nature described in subsection 5.3(c) (ii6.3(c)(ii), 5.3(c) (iii6.3(c)(iii) or 5.3(c)(v6.3(c)(v), as expeditiously as reasonably possible possible, prepare a supplement or post-effective amendment to the applicable Registration Statement or a supplement to the related Prospectus, Prospectus or any document incorporated therein by reference or file any other required documents and deliver a copy thereof to each Securities Holder so that, as thereafter delivered to the purchasers of the Registerable Registrable Common or Registrable Litigation Shares being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and shall otherwise comply with all applicable securities lawsmisleading. (g) Upon receipt of any notice from the Company of the happening of any event of the kind described in subsection 5.2(c), each Securities Holder will immediately discontinue disposition of the Registerable Common pursuant to the Registration Statement relating to such Registerable Common until such Securities Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by subsection 5.2(c), or until such Securities Holder has been advised in writing by the Company that the use of the Prospectus may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference therein. If reasonably requested by the Company, the Securities Holders will, or will request the managing underwriter or underwrites, if any, to, deliver to the Company all copies, other than permanent file copies, of the Prospectus covering the Registerable Common current at the time of receipt of such notice. (h) The Securities Holders acknowledge that audited financial statements covering the Company's 2000 fiscal year do not currently exist and that any Demand Registration requiring such audited financial statements will be subject to the Company's ability to produce such audited financial statements prior to the filing of the related Registration Statement.

Agreements Related to Offerings. Subject to the terms and conditions hereof, in connection with any Demand Registration: (a) The Company will cooperate with any underwriters for, and the Securities Holders of, the shares of Registerable Common proposed to be sold pursuant to a Registration Statement, and will, unless the parties to the Purchase Agreement otherwise agree, enter into a Purchase Agreement not inconsistent with the terms and conditions of this Agreement and containing such other terms and conditions of a type and form reasonable and customary for companies of similar size and credit rating (including, but not limited to, such provisions for delivery of a "comfort letter" and legal opinion as are customary), and take all such other reasonable actions as are necessary or advisable to permit, expedite and facilitate the disposition of such shares of Registerable Common in the manner contemplated by such Registration Statement in each case to the same extent as if all the shares of Registerable Common then being offered were for the account of the Company. (b) Neither a Registration Statement nor any amendment or supplement thereto will be filed by the Company until counsel for the Initiating Securities Holder or the Securities securities Holder delivering the relevant effective Securities Holder Sale Notice shall have had a reasonable opportunity to review the same and each Securities Holder participating in such Sale Event shall have had a reasonable opportunity to exercise its rights under subsection 5.2(d) with respect thereto. No amendment to such Registration Statement naming any Securities Holder as a selling security holder shall be filed with the Commission and/or the applicable Canadian Securities Authority, as applicable, until such Securities Holder shall have had a reasonable opportunity to review such Registration Statement as originally filed. Neither such Registration Statement nor any related Prospectus or any amendment or supplement thereto shall be filed by the Company with the Commission and/or the applicable Canadian Securities Authority, as applicable, which shall be disapproved (for reasonable cause) by the managing underwriters named therein or any participating Securities Holders within a reasonable period after notice thereof. (c) The Company will use its reasonable efforts to keep the Securities Holders informed of the Company's best estimate of the earliest date on which such Registration Statement or any post-effective amendment thereto will become effective and/or the Canadian Prospectus will be receipted and will notify each Securities Holder and the managing underwriters participating in the distribution pursuant to such Registration Statement promptly (i) when such Registration Statement or any post-effective amendment to such Registration Statement becomes effective and/or when a final receipt is issued in respect of such Canadian Prospectus, (ii) of any request by the Commission and/or the applicable Canadian Securities Authority, as applicable, for an amendment or any supplement to such Registration Statement or any related Prospectus, (iii) of the issuance by the Commission or any Canadian Securities Authority of any stop order suspending the effectiveness of such Registration Statement or of any order preventing or suspending the use of any related Prospectus or the initiation or threat of any proceeding for that purpose, (iv) of the suspension of the qualification of any shares of New Common Stock included in such Registration Statement for sale in any jurisdiction or the initiation or threat of a proceeding for that purpose, (v) of any determination by the Company that an event has occurred (the nature and pendency of which need not be disclosed during a "black-out period" pursuant to subsection 4.1) which makes untrue any statement of a material fact made in such Registration Statement or any related Prospectus or which requires the making of a change in such Registration Statement or any related Prospectus in order that the same will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and otherwise comply with applicable securities laws and (vi) of the completion of the distribution contemplated by such Registration Statement if it relates to a Company Sale Event. (d) In the event of the issuance of any stop order suspending the effectiveness of such Registration Statement or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any shares of Common Stock included in such Registration Statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain its withdrawal. (e) The Company agrees to otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and any Canadian Securities Authorities, and make available to its security holders (within the meaning of Rule 158 under the Securities Act), as soon as reasonably practicable, but not later than fifteen months after the effective date of such Registration Statement, an earnings statement covering the period of at least twelve months beginning with the first full fiscal quarter after the effective date of such Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder. (f) The Company shall, subject to permitted "black-out" periods, upon the happening of any event of the nature described in subsection 5.3(c) (ii5.3(c)(ii), 5.3(c) (iii5.3(c)(iii) or 5.3(c)(v), as expeditiously as reasonably possible possible, prepare a supplement or post-effective amendment to the applicable Registration Statement or a supplement to the related Prospectus, any document incorporated therein by reference or file any other required documents and deliver a copy thereof to each Securities Holder so that, as thereafter delivered to the purchasers of the Registerable Common being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and shall otherwise comply with all applicable securities laws. (g) Upon receipt of any notice from the Company of the happening of any event of the kind described in subsection 5.2(c), each Securities Holder will immediately discontinue disposition of the Registerable Common pursuant to the Registration Statement relating to such Registerable Common until such Securities Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by subsection 5.2(c), or until such Securities Holder has been advised in writing by the Company that the use of the Prospectus may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference therein. If reasonably requested by the Company, the Securities Holders will, or will request the managing underwriter or underwritesunderwriters, if any, to, deliver to the Company all copies, other than permanent file copies, of the Prospectus covering the Registerable Common current at the time of receipt of such notice. (h) The Securities Holders acknowledge that audited financial statements covering the Company's 2000 fiscal year do not currently exist and that any Demand Registration requiring such audited financial statements will be subject to the Company's ability to produce such audited financial statements prior to the filing of the related Registration Statement.

Agreements Related to Offerings. Subject to the terms and conditions hereof, in connection with any Demand Registration: (a) The Company will cooperate with any underwriters for, and the Securities Holders of, the shares of Registerable Common Notes proposed to be sold pursuant to a Registration StatementStatement , and will, unless the parties to the Purchase Agreement otherwise agree, enter into a Purchase Agreement not inconsistent with the terms and conditions of this Agreement and containing such other terms and conditions of a type and form reasonable and customary for companies of similar size and credit rating (including, but not limited to, such provisions for delivery of a "comfort letter" and legal opinion as are customary), and take all such other reasonable actions as are necessary or advisable to permit, expedite and facilitate the disposition of such shares of Registerable Common Notes in the manner contemplated by such Registration Statement in each case to the same extent as if all the shares of Registerable Common Notes then being offered were for the account of the Company. (b) Neither a Registration Statement nor any amendment or supplement thereto will be filed by the Company until counsel for the Initiating Securities Holder or the Securities securities Holder delivering the relevant effective Securities Holder Sale Notice shall have had a reasonable opportunity to review the same and each Securities Holder participating in such Sale Event shall have had a reasonable opportunity to exercise its rights under subsection 5.2(d4.2(d) with respect thereto. No amendment to such Registration Statement naming any Securities Holder as a selling security holder shall be filed with the Commission and/or the applicable Canadian Securities Authority, as applicable, until such Securities Holder shall have had a reasonable opportunity to review such Registration Statement as originally filed. Neither such Registration Statement nor any related Prospectus or any amendment or supplement thereto shall be filed by the Company with the Commission and/or the applicable Canadian Securities Authority, as applicable, which shall be disapproved (for reasonable cause) by the managing underwriters named therein or any participating Securities Holders within a reasonable period after notice thereof. (c) The Company will use its reasonable efforts to keep the Securities Holders informed of the Company's best estimate of the earliest date on which such Registration Statement or any post-effective amendment thereto will become effective and/or the Canadian Prospectus will be receipted and will notify each Securities Holder and the managing underwriters participating in the distribution pursuant to such Registration Statement promptly (i) when such Registration Statement or any post-effective amendment to such Registration Statement becomes effective and/or when a final receipt is issued in respect of such Canadian Prospectus, (ii) of any request by the Commission and/or the applicable Canadian Securities Authority, as applicable, for an amendment or any supplement to such Registration Statement or any related Prospectus, (iii) of the issuance by the Commission or any Canadian Securities Authority of any stop order suspending the effectiveness of such Registration Statement or of any order preventing or suspending the use of any related Prospectus or the initiation or threat of any proceeding for that purpose, (iv) of the suspension of the qualification of any shares of Common Stock Unsecured PIK Notes included in such Registration Statement for sale in any jurisdiction or the initiation or threat of a proceeding for that purpose, (v) of any determination by the Company that an event has occurred (the nature and pendency of which need not be disclosed during a "black-out period" pursuant to subsection 4.13.1) which makes untrue any statement of a material fact made in such Registration Statement or any related Prospectus or which requires the making of a change in such Registration Statement or any related Prospectus in order that the same will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and otherwise comply with applicable securities laws and (vi) of the completion of the distribution contemplated by such Registration Statement if it relates to a Company Sale Event. (d) In the event of the issuance of any stop order suspending the effectiveness of such Registration Statement or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any shares of Common Stock Unsecured PIK Notes included in such Registration Statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain its withdrawal. (e) The Company agrees to otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and any Canadian Securities Authorities, and make available to its security holders (within the meaning of Rule 158 under the Securities Act), as soon as reasonably practicable, but not later than fifteen months after the effective date of such Registration Statement, an earnings statement covering the period of at least twelve months beginning with the first full fiscal quarter after the effective date of such Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder. (f) The Company shall, subject to permitted "black-out" periods, upon the happening of any event of the nature described in subsection 5.3(c) (ii4.3(c)(ii), 5.3(c) (iii4.3(c)(iii) or 5.3(c)(v4.3(c)(v), as expeditiously as reasonably possible possible, prepare a supplement or post-effective amendment to the applicable Registration Statement or a supplement to the related Prospectus, any document incorporated therein by reference or file any other required documents and deliver a copy thereof to each Securities Holder so that, as thereafter delivered to the purchasers of the Registerable Common Notes being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and shall otherwise comply with all applicable securities laws. (g) Upon receipt of any notice from the Company of the happening of any event of the kind described in subsection 5.2(c4.2(c), each Securities Holder will immediately discontinue disposition of the Registerable Common Notes pursuant to the Registration Statement relating to such Registerable Common Notes until such Securities Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by subsection 5.2(c4.2(c), or until such Securities Holder has been advised in writing by the Company that the use of the Prospectus may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference therein. If reasonably requested by the Company, the Securities Holders will, or will request the managing underwriter or underwritesunderwriters, if any, to, deliver to the Company all copies, other than permanent file copies, of the Prospectus covering the Registerable Common Notes current at the time of receipt of such notice. (h) The Securities Holders acknowledge that audited financial statements covering the Company's 2000 fiscal year do not currently exist and that any Demand Registration requiring such audited financial statements will be subject to the Company's ability to produce such audited financial statements prior to the filing of the related Registration Statement.

Agreements Related to Offerings. Subject to the terms and conditions hereof, in connection with the Registration Statement covering any Demand RegistrationPublic Sale Event, as applicable: (a) The Company and each Securities Holder will cooperate with the underwriters for any underwriters for, and the Securities Holders of, the shares offering of Registerable Registrable Common proposed to be sold pursuant to a Registration Statement, and will, unless the parties to the Purchase Agreement otherwise agree, use its best efforts to enter into a Purchase Agreement not inconsistent with the terms and conditions of this Agreement and containing such other terms and conditions of a type and form reasonable and customary for companies of similar size and credit rating (including, but not limited to, such provisions for indemnification and contribution and for the delivery of a "'comfort letter" ' and legal opinion as are customary), and use its best efforts to take all such other reasonable actions as are necessary or advisable to permit, expedite and facilitate the disposition of such shares of Registerable Registrable Common in the manner contemplated by such Registration Statement in each case to the same extent as if all the shares of Registerable Registrable Common then being offered were for the account of the Company. (b) Neither a such Registration Statement nor any amendment or supplement thereto will be filed by the Company until counsel for the Initiating Securities Holder or the Securities Holder delivering the relevant effective Securities Holder Sale Notice Holders' Counsel shall have had a reasonable opportunity to review the same and each Securities Holder participating in such Sale Event shall have had a reasonable opportunity to exercise its rights under subsection 5.2(d6.2(c) with respect thereto. No amendment to such Registration Statement naming any Securities Holder as a selling security holder shall be filed with the Commission and/or the applicable Canadian Securities Authority, as applicable, until such Securities Holder shall have had a reasonable opportunity to review such Registration Statement as originally filed. Neither such Registration Statement nor any related Prospectus or any amendment or supplement thereto shall be filed by the Company with the Commission and/or the applicable Canadian Securities Authority, as applicable, which shall be disapproved (for reasonable cause) by the managing underwriters named therein or any participating Securities Holders Holders' Counsel within a reasonable period after notice thereof. (c) The Company will use its reasonable efforts to keep the Securities Holders informed of the Company's best estimate of the earliest date on which such Registration Statement or any post-effective amendment thereto will become effective and/or the Canadian Prospectus will be receipted and will notify each Securities Holder Holder, Securities Holders' Counsel and the managing underwriters underwriter(s), if any, participating in the distribution pursuant to such Registration Statement promptly (i) when such Registration Statement or any post-effective amendment to such Registration Statement is filed or becomes effective and/or when a final receipt is issued in respect of such Canadian Prospectuseffective, (ii) of any request by the Commission and/or the applicable Canadian Securities Authority, as applicable, for an amendment or any supplement to such Registration Statement or any related Prospectus, or any other information request by any other governmental agency directly relating to the offering, and promptly deliver to each Securities Holder participating in the offering and the managing underwriter(s), if any, copies of all correspondence between the Commission or any such governmental agency or self-regulatory body and all written memoranda relating to discussions with the Commission or its staff with respect to the Registration Statement or proposed sale of shares, to the extent not covered by attorney-client privilege or constituting attorney work product, (iii) of the issuance by the Commission or any Canadian Securities Authority of any stop order suspending the effectiveness of such Registration Statement or of any order preventing or suspending the use of any related Prospectus or the initiation or threat of any proceeding for that purpose, (iv) of the suspension of the qualification of any shares of Common Stock included in such Registration Statement for sale in any jurisdiction or the initiation or threat of a proceeding for that purpose, (v) of any determination by the Company that an event has occurred (the nature and pendency of which need not be disclosed during a "'black-out period" ' pursuant to subsection 4.15.1(b)) which makes untrue any statement of a material fact made in such Registration Statement or any related Prospectus or which requires the making of a change in such Registration Statement or any related Prospectus in order that the same will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading and otherwise comply with applicable securities laws and misleading, (vi) of the completion of the distribution contemplated by such Registration Statement if it relates to a Company Sale Event, and (vii) if at any time the representations and warranties of the Company under Section 7 cease to be true and correct in all material respects. (d) In the event of the issuance of any stop order suspending the effectiveness of such Registration Statement or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any shares of Common Stock included in such Registration Statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain its withdrawalwithdrawal at the earliest possible time. (e) The Company agrees to otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and any Canadian Securities AuthoritiesCommission, and make available to its security holders (within the meaning of Rule 158 under the Securities Act)Security Holders, as soon as reasonably practicable, but not later than fifteen months after the effective date of such Registration Statement, an earnings statement covering the period of at least twelve months beginning with the first full fiscal quarter after the effective date of such Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunderAct. (f) The Company shall, subject to permitted "black-out" periods, upon the happening of any event of the nature described in subsection 5.3(c) (ii6.3(c)(ii), 5.3(c) (iii6.3(c)(iii) or 5.3(c)(v6.3(c)(v), as expeditiously as reasonably possible possible, prepare a supplement or post-effective amendment to the applicable Registration Statement or a supplement to the related Prospectus, Prospectus or any document incorporated therein by reference or file any other required documents and deliver a copy thereof to each Securities Holder so that, as thereafter delivered to the purchasers of the Registerable Registrable Common being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and shall otherwise comply with all applicable securities lawsmisleading. (g) Upon receipt of any notice from the Company of the happening of any event of the kind described in subsection 5.2(c), each Securities Holder will immediately discontinue disposition of the Registerable Common pursuant to the Registration Statement relating to such Registerable Common until such Securities Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by subsection 5.2(c), or until such Securities Holder has been advised in writing by the Company that the use of the Prospectus may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference therein. If reasonably requested by the Company, the Securities Holders will, or will request the managing underwriter or underwrites, if any, to, deliver to the Company all copies, other than permanent file copies, of the Prospectus covering the Registerable Common current at the time of receipt of such notice. (h) The Securities Holders acknowledge that audited financial statements covering the Company's 2000 fiscal year do not currently exist and that any Demand Registration requiring such audited financial statements will be subject to the Company's ability to produce such audited financial statements prior to the filing of the related Registration Statement.

Agreements Related to Offerings. Subject to the terms and conditions hereof, in connection with any Demand Registration: (a) The Company will cooperate with any underwriters for, and the Securities Holders of, the shares of Registerable Common proposed to be sold pursuant to a Registration Statement, and will, unless the parties to the Purchase Agreement otherwise agree, enter into a Purchase Agreement not inconsistent with the terms and conditions of this Agreement and containing such other terms and conditions of a type and form reasonable and customary for companies of similar size and credit rating (including, but not limited to, such provisions for delivery of a "comfort letter" and legal opinion as are customary), and take all such other reasonable actions as are necessary or advisable to permit, expedite and facilitate the disposition of such shares of Registerable Common in the manner contemplated by such Registration Statement in each case to the same extent as if all the shares of Registerable Common then being offered were for the account of the Company. (b) Neither a Registration Statement nor any amendment or supplement thereto will be filed by the Company until counsel for the Initiating Securities Holder or the Securities Holder delivering the relevant effective Securities Holder Sale Notice shall have had a reasonable opportunity to review the same and each Securities Holder participating in such Sale Event shall have had a reasonable opportunity to exercise its rights under subsection 5.2(d) with respect thereto. No amendment to such Registration Statement naming any Securities Holder as a selling security holder shall be filed with the Commission and/or the applicable Canadian Securities Authority, as applicable, until such Securities Holder shall have had a reasonable opportunity to review such Registration Statement as originally filed. Neither such Registration Statement nor any related Prospectus or any amendment or supplement thereto shall be filed by the Company with the Commission and/or the applicable Canadian Securities Authority, as applicable, which shall be disapproved (for reasonable cause) by the managing underwriters named therein or any participating Securities Holders within a reasonable period after notice thereof. (c) The Company will use its reasonable efforts to keep the Securities Holders informed of the Company's best estimate of the earliest date on which such Registration Statement or any post-effective amendment thereto will become effective and/or the Canadian Prospectus will be receipted and will notify each Securities Holder and the managing underwriters participating in the distribution pursuant to such Registration Statement promptly (i) when such Registration Statement or any post-effective amendment to such Registration Statement becomes effective and/or when a final receipt is issued in respect of such Canadian Prospectuseffective, (ii) of any request by the Commission and/or the applicable Canadian Securities Authority, as applicable, for an amendment or any supplement to such Registration Statement or any related Prospectus, (iii) of the issuance by the Commission or any Canadian Securities Authority of any stop order suspending the effectiveness of such Registration Statement or of any order preventing or suspending the use of any related Prospectus or the initiation or threat of any proceeding for that purpose, (iv) of the suspension of the qualification of any shares of New Common Stock included in such Registration Statement for sale in any jurisdiction or the initiation or threat of a proceeding for that purpose, (v) of any determination by the Company that an event has occurred (the nature and pendency of which need not be disclosed during a "black-out period" pursuant to subsection 4.1) which makes untrue any statement of a material fact made in such Registration Statement or any related Prospectus or which requires the making of a change in such Registration Statement or any related Prospectus in order that the same will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and otherwise comply with applicable securities laws and (vi) of the completion of the distribution contemplated by such Registration Statement if it relates to a Company Sale Event. (d) In the event of the issuance of any stop order suspending the effectiveness of such Registration Statement or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any shares of Common Stock included in such Registration Statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain its withdrawal. (e) The Company agrees to otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and any Canadian Securities AuthoritiesCommission, and make available to its security holders (within the meaning of Rule 158 under the Securities Act)holders, as soon as reasonably practicable, but not later than fifteen months after the effective date of such Registration Statement, an earnings statement covering the period of at least twelve months beginning with the first full fiscal quarter after the effective date of such Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder. (f) The Company shall, subject to permitted "black-outblackout" periods, upon the happening of any event of the nature described in subsection 5.3(c) (ii5.3(c)(ii), 5.3(c) (iii5.3(c)(iii) or 5.3(c)(v), as expeditiously as reasonably possible possible, prepare a supplement or post-effective amendment to the applicable Registration Statement or a supplement to the related Prospectus, Prospectus or any document incorporated therein by reference or file any other required documents and deliver a copy thereof to each Securities Holder so that, as thereafter delivered to the purchasers of the Registerable Common being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and shall otherwise comply with all applicable securities lawsmisleading. (g) Upon receipt of any notice from the Company of the happening of any event of the kind described in subsection 5.2(c), each Securities Holder will immediately discontinue disposition of the Registerable Common pursuant to the Registration Statement relating to such Registerable Common until such Securities Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by subsection 5.2(c), or until such Securities Holder has been advised in writing by the Company that the use of the Prospectus may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference therein. If reasonably requested by the Company, the Securities Holders will, or will request the managing underwriter or underwritesunderwriters, if any, to, deliver to the Company all copies, other than permanent file copies, of the Prospectus covering the Registerable Common current at the time of receipt of such notice. (h) The Securities Holders acknowledge that audited financial statements covering the Company's 2000 fiscal year do not currently exist and that any Demand Registration requiring such audited financial statements will be subject to the Company's ability to produce such audited financial statements prior to the filing of the related Registration Statement.

Agreements Related to Offerings. Subject to the terms and conditions hereof, in connection with the Registration Statement covering any Demand RegistrationCompany Public Sale Event, as applicable: (a) The Company and each Securities Holder will cooperate with the underwriters for any underwriters for, and the Securities Holders of, the shares offering of Registerable Registrable Common proposed to be sold pursuant to a Registration Statement, and will, unless the parties to the Purchase Agreement otherwise agree, use its reasonable best efforts to enter into a Purchase Agreement not inconsistent with the terms and conditions of this Agreement and containing such other terms and conditions of a type and form reasonable and customary for companies of similar size and credit rating (including, but not limited to, such provisions for indemnification and contribution and for the delivery of a "comfort letter" and legal opinion as are customary), and use its reasonable best efforts to take all such other reasonable actions as are necessary or advisable to permit, expedite and facilitate the disposition of such shares of Registerable Registrable Common in the manner contemplated by such Registration Statement in each case to the same extent as if all the shares of Registerable Registrable Common then being offered were for the account of the Company. (b) Neither a such Registration Statement nor any amendment or supplement thereto will be filed by the Company until counsel for the Initiating Securities Holder or the Securities Holder delivering the relevant effective Securities Holder Sale Notice Holders' Counsel shall have had a reasonable opportunity to review the same and each Securities Holder participating in such Sale Event shall have had a reasonable opportunity to exercise its rights under subsection 5.2(d5.2(c) with respect thereto. No amendment to such Registration Statement naming any Securities Holder as a selling security holder shall be filed with the Commission and/or the applicable Canadian Securities Authority, as applicable, until such Securities Holder shall have had a reasonable opportunity to review such Registration Statement as originally filed. Neither such Registration Statement nor any related Prospectus or any amendment or supplement thereto shall be filed by the Company with the Commission and/or the applicable Canadian Securities Authority, as applicable, which shall be disapproved (for reasonable cause) by the managing underwriters named therein or any participating Securities Holders Holders' Counsel within a reasonable period after notice thereof. (c) The Company will use its reasonable efforts to keep the Securities Holders informed of the Company's best estimate of the earliest date on which such Registration Statement or any post-effective amendment thereto will become effective and/or the Canadian Prospectus will be receipted and will notify each Securities Holder Holder, Securities Holders' Counsel and the managing underwriters underwriter(s), if any, participating in the distribution pursuant to such Registration Statement promptly (i) when such Registration Statement or any post-effective amendment to such Registration Statement is filed or becomes effective and/or when a final receipt is issued in respect of such Canadian Prospectuseffective, (ii) of any request by the Commission and/or the applicable Canadian Securities Authority, as applicable, for an amendment or any supplement to such Registration Statement or any related Prospectus, or any other information request by any other governmental agency directly relating to the offering, and promptly deliver to each Securities Holder participating in the offering and the managing underwriter(s), if any, copies of all correspondence between the Commission or any such governmental agency or self-regulatory body and all written memoranda relating to discussions with the Commission or its staff with respect to the Registration Statement or proposed sale of shares, to the extent not covered by attorney-client privilege or constituting attorney work product, (iii) of the issuance by the Commission or any Canadian Securities Authority of any stop order suspending the effectiveness of such Registration Statement or of any order preventing or suspending the use of any related Prospectus or the initiation or threat of any proceeding for that purpose, (iv) of the suspension of the qualification of any shares of Common Stock included in such Registration Statement for sale in any jurisdiction or the initiation or threat of a proceeding for that purpose, (v) of any determination by the Company that an event has occurred (the nature and pendency of which need not be disclosed during a "'black-out period" ' pursuant to subsection 4.14.1(b)) which makes untrue any statement of a material fact made in such Registration Statement or any related Prospectus or which requires the making of a change in such Registration Statement or any related Prospectus in order that the same will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading and otherwise comply with applicable securities laws and misleading, (vi) of the completion of the distribution contemplated by such Registration Statement Statement, and (vii) if it relates at any time the representations and warranties of the Company under Section 6 cease to a Company Sale Eventbe true and correct in all material respects. (d) In the event of the issuance of any stop order suspending the effectiveness of such Registration Statement or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any shares of Common Stock included in such Registration Statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain its withdrawalwithdrawal at the earliest possible time. (e) The Company agrees to otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission and any Canadian Securities AuthoritiesCommission, and make available to its security holders (within the meaning of Rule 158 under the Securities Act)Holders, as soon as reasonably practicable, but not later than fifteen months after the effective date of such Registration Statement, an earnings statement covering the period of at least twelve months beginning with the first full fiscal quarter after the effective date of such Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunderAct. (f) The Company shall, subject to permitted "black-out" periods, upon the happening of any event of the nature described in subsection 5.3(c) (ii5.3(c)(ii), 5.3(c) (iii5.3(c)(iii) or 5.3(c)(v), as expeditiously as reasonably possible possible, prepare a supplement or post-effective amendment to the applicable Registration Statement or a supplement to the related Prospectus, Prospectus or any document incorporated therein by reference or file any other required documents and deliver a copy thereof to each Securities Holder so that, as thereafter delivered to the purchasers of the Registerable Registrable Common being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and shall otherwise comply with all applicable securities lawsmisleading. (g) Upon receipt of any notice from the Company of the happening of any event of the kind described in subsection 5.2(c), each Securities Holder will immediately discontinue disposition of the Registerable Common pursuant to the Registration Statement relating to such Registerable Common until such Securities Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by subsection 5.2(c), or until such Securities Holder has been advised in writing by the Company that the use of the Prospectus may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference therein. If reasonably requested by the Company, the Securities Holders will, or will request the managing underwriter or underwrites, if any, to, deliver to the Company all copies, other than permanent file copies, of the Prospectus covering the Registerable Common current at the time of receipt of such notice. (h) The Securities Holders acknowledge that audited financial statements covering the Company's 2000 fiscal year do not currently exist and that any Demand Registration requiring such audited financial statements will be subject to the Company's ability to produce such audited financial statements prior to the filing of the related Registration Statement.

Agreements Related to Offerings. Subject to the terms and conditions hereof, in connection with any Demand Registration: (a) The Company will cooperate with any underwriters for, and the Securities Holders of, the shares of Registerable Common proposed to be sold pursuant to a Registration Statement, and will, unless the parties to the Purchase Agreement otherwise agree, enter into a Purchase Agreement not inconsistent with the terms and conditions of this Agreement and containing such other terms and conditions of a type and form reasonable and customary for companies of similar size and credit rating (including, but not limited to, such provisions for delivery of a "comfort letter" and legal opinion as are customary), and take all such other reasonable actions as are necessary or advisable to permit, expedite and facilitate the disposition of such shares of Registerable Common in the manner contemplated by such Registration Statement in each case to the same extent as if all the shares of Registerable Common then being offered were for the account of the Company. (b) Neither a Registration Statement nor any amendment or supplement thereto will be filed by the Company until counsel for the Initiating Securities Holder or the Securities securities Holder delivering the relevant effective Securities Holder Sale Notice shall have had a reasonable opportunity to review the same and each Securities Holder participating in such Sale Event shall have had a reasonable opportunity to exercise its rights under subsection 5.2(d) with respect thereto. No amendment to such Registration Statement naming any Securities Holder as a selling security holder shall be filed with the Commission and/or the applicable Canadian Securities Authority, as applicable, until such Securities Holder shall have had a reasonable opportunity to review such Registration Statement as originally filed. Neither such Registration Statement nor any related Prospectus or any amendment or supplement thereto shall be filed by the Company with the Commission and/or the applicable Canadian Securities Authority, as applicable, which shall be disapproved (for reasonable cause) by the managing underwriters named therein or any participating Securities Holders within a reasonable period after notice thereof. (c) The Company will use its reasonable efforts to keep the Securities Holders informed of the Company's best estimate of the earliest date on which such Registration Statement or any post-effective amendment thereto will become effective and/or the Canadian Prospectus will be receipted and will notify each Securities Holder and the managing underwriters participating in the distribution pursuant to such Registration Statement promptly (i) when such Registration Statement or any post-effective amendment to such Registration Statement becomes effective and/or when a final receipt is issued in respect of such Canadian Prospectuseffective, (ii) of any request by the Commission and/or the applicable Canadian Securities Authority, as applicable, for an amendment or any supplement to such Registration Statement or any related Prospectus, (iii) of the issuance by the Commission or any Canadian Securities Authority of any stop order suspending the effectiveness of such Registration Statement or of any order preventing or suspending the use of any related Prospectus or the initiation or threat of any proceeding for that purpose, (iv) of the suspension of the qualification of any shares of New Common Stock included in such Registration Statement for sale in any jurisdiction or the initiation or threat of a proceeding for that purpose, (v) of any determination by the Company that an event has occurred (the nature and pendency of which need not be disclosed during a "black-out period" pursuant to subsection 4.1) which makes untrue any statement of a material fact made in such Registration Statement or any related Prospectus or which requires the making of a change in such Registration Statement or any related Prospectus in order that the same will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and otherwise comply with applicable securities laws and (vi) of the completion of the distribution contemplated by such Registration Statement if it relates to a Company Sale Event. (d) In the event of the issuance of any stop order suspending the effectiveness of such Registration Statement or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any shares of Common Stock included in such Registration Statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain its withdrawal. (e) The Company agrees to otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and any Canadian Securities AuthoritiesCommission, and make available to its security holders (within the meaning of Rule 158 under the Securities Act)holders, as soon as reasonably practicable, but not later than fifteen months after the effective date of such Registration Statement, an earnings statement covering the period of at least twelve months beginning with the first full fiscal quarter after the effective date of such Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder. (f) The Company shall, subject to permitted "black-out" periods, upon the happening of any event of the nature described in subsection 5.3(c) (ii5.3(c)(ii), 5.3(c) (iii5.3(c)(iii) or 5.3(c)(v), as expeditiously as reasonably possible possible, prepare a supplement or post-effective amendment to the applicable Registration Statement or a supplement to the related Prospectus, Prospectus or any document incorporated therein by reference or file any other required documents and deliver a copy thereof to each Securities Holder so that, as thereafter delivered to the purchasers of the Registerable Common being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and shall otherwise comply with all applicable securities lawsmisleading. (g) Upon receipt of any notice from the Company of the happening of any event of the kind described in subsection 5.2(c), each Securities Holder will immediately discontinue disposition of the Registerable Common pursuant to the Registration Statement relating to such Registerable Common until such Securities Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by subsection 5.2(c), or until such Securities Holder has been advised in writing by the Company that the use of the Prospectus may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference therein. If reasonably requested by the Company, the Securities Holders will, or will request the managing underwriter or underwrites, if any, to, deliver to the Company all copies, other than permanent file copies, of the Prospectus covering the Registerable Common current at the time of receipt of such notice. (h) The Securities Holders acknowledge that audited financial statements covering the Company's 2000 fiscal year do not currently exist and that any Demand Registration requiring such audited financial statements will be subject to the Company's ability to produce such audited financial statements prior to the filing of the related Registration Statement.

Agreements Related to Offerings. Subject to the terms and conditions hereof, in connection with the Registration Statement covering any Demand RegistrationPublic Sale Event, as applicable: (a) The Company and each Securities Holder will cooperate with the underwriters for any underwriters for, and the Securities Holders of, the shares offering of Registerable Registrable Common proposed to be sold pursuant to a Registration Statement, and will, unless the parties to the Purchase Agreement otherwise agree, use its best efforts to enter into a Purchase Agreement not inconsistent with the terms and conditions of this Agreement and containing such other terms and conditions of a type and form reasonable and customary for companies of similar size and credit rating (including, but not limited to, such provisions for indemnification and contribution and for the delivery of a "`comfort letter" ' and legal opinion as are customary), and use its best efforts to take all such other reasonable actions as are necessary or advisable to permit, expedite and facilitate the disposition of such shares of Registerable Registrable Common in the manner contemplated by such Registration Statement in each case to the same extent as if all the shares of Registerable Registrable Common then being offered were for the account of the Company. (b) Neither a such Registration Statement nor any amendment or supplement thereto will be filed by the Company until counsel for the Initiating Securities Holder or the Securities Holder delivering the relevant effective Securities Holder Sale Notice Holders' Counsel shall have had a reasonable opportunity to review the same and each Securities Holder participating in such Sale Event shall have had a reasonable opportunity to exercise its rights under subsection 5.2(d6.2(c) with respect thereto. No amendment to such Registration Statement naming any Securities Holder as a selling security holder shall be filed with the Commission and/or the applicable Canadian Securities Authority, as applicable, until such Securities Holder shall have had a reasonable opportunity to review such Registration Statement as originally filed. Neither such Registration Statement nor any related Prospectus or any amendment or supplement thereto shall be filed by the Company with the Commission and/or the applicable Canadian Securities Authority, as applicable, which shall be disapproved (for reasonable cause) by the managing underwriters named therein or any participating Securities Holders Holders' Counsel within a reasonable period after notice thereof. (c) The Company will use its reasonable efforts to keep the Securities Holders informed of the Company's best estimate of the earliest date on which such Registration Statement or any post-effective amendment thereto will become effective and/or the Canadian Prospectus will be receipted and will notify each Securities Holder Holder, Securities Holders' Counsel and the managing underwriters underwriter(s), if any, participating in the distribution pursuant to such Registration Statement promptly (i) when such Registration Statement or any post-effective amendment to such Registration Statement is filed or becomes effective and/or when a final receipt is issued in respect of such Canadian Prospectuseffective, (ii) of any request by the Commission and/or the applicable Canadian Securities Authority, as applicable, for an amendment or any supplement to such Registration Statement or any related Prospectus, or any other information request by any other governmental agency directly relating to the offering, and promptly deliver to each Securities Holder participating in the offering and the managing underwriter(s), if any, copies of all correspondence between the Commission or any such governmental agency or self-regulatory body and all written memoranda relating to discussions with the Commission or its staff with respect to the Registration Statement or proposed sale of shares, to the extent not covered by attorney-client privilege or constituting attorney work product, (iii) of the issuance by the Commission or any Canadian Securities Authority of any stop order suspending the effectiveness of such Registration Statement or of any order preventing or suspending the use of any related Prospectus or the initiation or threat of any proceeding for that purpose, (iv) of the suspension of the qualification of any shares of Common Stock included in such Registration Statement for sale in any jurisdiction or the initiation or threat of a proceeding for that purpose, (v) of any determination by the Company that an event has occurred (the nature and pendency of which need not be disclosed during a "`black-out period" ' pursuant to subsection 4.15.1(b)) which makes untrue any statement of a material fact made in such Registration Statement or any related Prospectus or which requires the making of a change in such Registration Statement or any related Prospectus in order that the same will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading and otherwise comply with applicable securities laws and misleading, (vi) of the completion of the distribution contemplated by such Registration Statement if it relates to a Company Sale Event, and (vii) if at any time the representations and warranties of the Company under Section 7 cease to be true and correct in all material respects. (d) In the event of the issuance of any stop order suspending the effectiveness of such Registration Statement or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any shares of Common Stock included in such Registration Statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain its withdrawalwithdrawal at the earliest possible time. (e) The Company agrees to otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and any Canadian Securities AuthoritiesCommission, and make available to its security holders (within the meaning of Rule 158 under the Securities Act)Security Holders, as soon as reasonably practicable, but not later than fifteen months after the effective date of such Registration Statement, an earnings statement covering the period of at least twelve months beginning with the first full fiscal quarter after the effective date of such Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunderAct. (f) The Company shall, subject to permitted "black-out" periods, upon the happening of any event of the nature described in subsection 5.3(c) (ii6.3(c)(ii), 5.3(c) (iii6.3(c)(iii) or 5.3(c)(v6.3(c)(v), as expeditiously as reasonably possible possible, prepare a supplement or post-effective amendment to the applicable Registration Statement or a supplement to the related Prospectus, Prospectus or any document incorporated therein by reference or file any other required documents and deliver a copy thereof to each Securities Holder so that, as thereafter delivered to the purchasers of the Registerable Registrable Common being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and shall otherwise comply with all applicable securities lawsmisleading. (g) Upon receipt of any notice from the Company of the happening of any event of the kind described in subsection 5.2(c), each Securities Holder will immediately discontinue disposition of the Registerable Common pursuant to the Registration Statement relating to such Registerable Common until such Securities Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by subsection 5.2(c), or until such Securities Holder has been advised in writing by the Company that the use of the Prospectus may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference therein. If reasonably requested by the Company, the Securities Holders will, or will request the managing underwriter or underwrites, if any, to, deliver to the Company all copies, other than permanent file copies, of the Prospectus covering the Registerable Common current at the time of receipt of such notice. (h) The Securities Holders acknowledge that audited financial statements covering the Company's 2000 fiscal year do not currently exist and that any Demand Registration requiring such audited financial statements will be subject to the Company's ability to produce such audited financial statements prior to the filing of the related Registration Statement.