Common use of Attributes of the Offered Units Clause in Contracts

Attributes of the Offered Units. (1) The Offered Units to be sold by the Corporation hereunder shall have the rights, privileges, restrictions and conditions that conform in all material respects to the rights, privileges, restrictions and conditions set forth in the Offering Documents. (2) The Underwriter agrees not to offer or sell the Offered Units in such a manner as to require registration of any of them or the filing of a prospectus or any similar document under the laws of any jurisdiction outside the Qualifying Jurisdictions and to distribute or offer the Offered Units only in the Qualifying Jurisdictions and in accordance with all applicable Laws. However, the Corporation and the Underwriter acknowledge that, in the event of any offer or resale of the Offered Units in the United States or to, or for the account or benefit of, U.S. Persons, the Underwriter, acting through its U.S. Affiliate will offer and resell the Offered Units in the United States to, or for the account or benefit of, U.S. Persons only to (i) Qualified Institutional Buyers pursuant to Rule 144A and similar exemptions under applicable U.S. state securities laws, or (ii) Accredited Investors on a Substituted Purchaser basis in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable U.S. state securities laws, and in each case in accordance with Schedule “A” to this Agreement, provided that no such action on the part of the Underwriter or its U.S. Affiliate shall in any way oblige the Corporation to register any Offered Units under the U.S. Securities Act or the securities laws of any state of the United States. The Underwriter and the Corporation acknowledge that Schedule “A” forms part of this Agreement. (3) Any agreements between the Underwriter and the members of any selling group will contain restrictions which are substantially the same as those contained in this Section 2.

Attributes of the Offered Units. (1) The Offered Units to be sold by the Corporation hereunder shall have the rights, privileges, restrictions and conditions that conform in all material respects to the rights, privileges, restrictions and conditions set forth in the Offering Documents. (2) The Underwriter agrees Underwriters agree not to offer or sell the Offered Units in such a manner as to require registration of any of them or the filing of a prospectus or any similar document under the laws of any jurisdiction outside the Qualifying Jurisdictions and to distribute or offer the Offered Units only in the Qualifying Jurisdictions and in accordance with all applicable Laws. However, the Corporation and the Underwriter Underwriters acknowledge that, in the event of any offer or resale of the Offered Units in the United States or to, or for the account or benefit of, U.S. Persons, the Underwriter, Underwriters acting through its their U.S. Affiliate Affiliates will offer and resell the Offered Units in the United States to, or for the account or benefit of, U.S. Persons only to (i) Qualified Institutional Buyers pursuant to Rule 144A and similar exemptions under applicable U.S. state securities laws, or (ii) Accredited Investors on a Substituted Purchaser basis in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable U.S. state securities laws, and in each case in accordance with Schedule “A” to this Agreement, provided that no such action on the part of the Underwriter Underwriters or its their U.S. Affiliate Affiliates shall in any way oblige the Corporation to register any Offered Units under the U.S. Securities Act or the securities laws of any state of the United States. The Underwriter Underwriters and the Corporation acknowledge that Schedule “A” forms part of this Agreement. (3) Any agreements between the Underwriter Underwriters and the members of any selling group will contain restrictions which are substantially the same as those contained in this Section 2.

Attributes of the Offered Units. (1) The Offered Units to be sold by the Corporation hereunder shall have the rights, privileges, restrictions and conditions that conform in all material respects to the rights, privileges, restrictions and conditions set forth in the Offering Documents. (2) . The Underwriter agrees Underwriters severally agree not to offer or sell the Offered Units in such a manner as to require registration of any of them or the filing of a prospectus or any similar document under the laws of any jurisdiction outside the Qualifying Jurisdictions and to distribute or offer the Offered Units only in the Qualifying Jurisdictions and in accordance with all applicable Lawslaws. However, the Corporation and the each Underwriter acknowledge that, in the event of any U.S. sales, the U.S. Affiliates of the Underwriters may offer or resale of and resell the Offered Units in the United States or to, or for the account or benefit of, U.S. Persons, the Underwriter, acting through its U.S. Affiliate will offer and resell the Offered Units in persons within the United States to, or for the account or benefit of, U.S. Persons only to (i) Qualified Institutional Buyers pursuant to Rule 144A and similar exemptions under applicable U.S. state securities laws144A, or (ii) Accredited Investors on a Substituted Purchaser basis in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable U.S. state securities laws, and in each case all in accordance with Schedule “A” to this AgreementC”, provided that no such action on the part of the Underwriter Underwriters or its their U.S. Affiliate Affiliates shall in any way oblige the Corporation to register any Offered Units under the U.S. Securities Act or the securities laws of any state of the United States. The Underwriter and the Corporation acknowledge that Schedule “A” forms part of this Agreement. (3) Any agreements between the Underwriter Underwriters and the members of any selling group will contain restrictions which are substantially the same as those contained in this Section 2. Notwithstanding the foregoing, an Underwriter will not be liable to the Corporation under this section or Schedule “C” with respect to a violation by another Underwriter or its U.S. Affiliate(s) of the provisions of this section or Schedule “C” if the former Underwriter or its U.S. Affiliate, as applicable, is not itself also in violation.

Attributes of the Offered Units. (1) The Offered Units to be sold by the Corporation hereunder shall have the rights, privileges, restrictions and conditions that conform in all material respects to the rights, privileges, restrictions and conditions set forth in the Offering Documents. (2) . The Underwriter agrees Underwriters severally agree not to offer or sell the Offered Units in such a manner as to require registration of any of them or the filing of a prospectus or any similar document under the laws of any jurisdiction outside the Qualifying Jurisdictions and to distribute or offer the Offered Units only in the Qualifying Jurisdictions and in accordance with all applicable Lawslaws. However, the Corporation and the each Underwriter acknowledge that, in the event of any offer or resale of the Offered Units in the United States or to, or for the account or benefit of, U.S. Persons, the Underwriter, Underwriters acting through its their U.S. Affiliate Affiliates will offer and resell the Offered Units in the United States or to, or for the account or benefit of, U.S. Persons only to (i) Qualified Institutional Buyers pursuant to Rule 144A and similar exemptions under applicable U.S. state securities laws144A, or (ii) Accredited Investors on a Substituted Purchaser basis in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable U.S. state securities laws, and in each case all in accordance with Schedule “A” to C”, which terms and conditions are hereby incorporated by reference in and shall form a part of this Agreement, provided that no such action on the part of the Underwriter Underwriters or its their U.S. Affiliate Affiliates shall in any way oblige the Corporation to register any Offered Units under the U.S. Securities Act or the securities laws of any state of the United States. The Underwriter and the Corporation acknowledge that Schedule “A” forms part of this Agreement. (3) Any agreements between the Underwriter Underwriters and the members of any selling group will contain restrictions which are substantially the same as those contained in this Section 2. Notwithstanding the foregoing, an Underwriter will not be liable to the Corporation under this section or Schedule “C” with respect to a violation by another Underwriter or its U.S. Affiliate(s) of the provisions of this section or Schedule “C” if the former Underwriter or its U.S. Affiliate, as applicable, is not itself also in violation.