Common use of Broker Warrants Clause in Contracts

Broker Warrants. (i) The Corporation has all requisite corporate power and authority to enter into and issue the Broker Warrants. All necessary corporate action has been taken by the Corporation to: A. authorize the creation and issue of the Broker Warrants in accordance with the terms and conditions hereof and, when issued, the Broker Warrants will be validly issued; B. authorize the creation, execution, delivery and performance of the Broker Warrant Certificates and to observe and perform the provisions of the Broker Warrant Certificates in accordance with the provisions thereof; and C. allot, reserve and authorize the issuance of the Broker Shares in accordance with the terms and conditions set out in the Broker Warrant Certificates and, when issued, the Broker Shares will be validly issued as fully paid and non-assessable Common Shares. (ii) None of the issue of the Broker Warrants, the compliance by the Corporation with the provisions of the Broker Warrant Certificates, the issue of the Broker Shares upon the terms and conditions set out in the Broker Warrant Certificates do or will (i) require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other Person, except (A) such as have been obtained, or (B) such as may be required under the Securities Laws of the Offering Jurisdictions and will be obtained by the Closing Date, or (ii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Corporation is a party or by which it or any of the properties or assets thereof is bound, or the articles or by-laws of the Corporation or any resolution passed by the directors (or any committee thereof) or shareholders of the Corporation, or any statute or any judgment, decree, order, rule, policy or regulation of any court, governmental authority, any arbitrator, stock exchange or securities regulatory authority applicable to the Corporation or any of the properties or assets thereof which could have a Material Adverse Effect. (iii) None of the issue of the Broker Warrants or the Broker Shares will be subject to any pre-emptive right or other contractual right to purchase securities granted by the Corporation or to which the Corporation is subject.

Broker Warrants. (i) The Corporation has all requisite corporate power and authority to enter into and issue the Broker WarrantsWarrants and to enter into, execute and deliver and to carry out the obligations thereof under the Broker Warrant Certificates. All necessary corporate action has been taken by the Corporation to: A. to authorize the creation and issue of the Broker Warrants in accordance with the terms and conditions hereof and, when issued, the Broker Warrants will be validly issued; B. issued and to authorize the creation, execution, delivery and performance of the Broker Warrant Certificates and to observe and perform the provisions of the Broker Warrant Certificates in accordance with the provisions thereof; and C. allotthereof including, reserve and authorize without limitation, the issuance issue of the Broker Shares for the consideration and upon the terms and conditions set forth in the Broker Warrant Certificates. (ii) The Broker Warrant Certificates constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with the terms and conditions set out in the Broker Warrant Certificates and, when issued, the Broker Shares will be validly issued as fully paid and non-assessable Common Shares. (ii) thereof. None of the issue of the Broker Warrants, the execution and delivery of the Broker Warrant Certificates, the compliance by the Corporation with the provisions of the Broker Warrant CertificatesCertificates or the consummation of the transactions contemplated therein including, without limitation, the issue of the Broker Shares for the consideration and upon the terms and conditions set out forth in the Broker Warrant Certificates Certificates, do or will (i) require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchangeStock Exchanges, securities regulatory authority or other Person, except (A) such as have been obtained, or (B) such as may be required under the applicable Securities Laws and the policies of the Offering Jurisdictions Stock Exchanges and will be obtained by the Closing Date, or (ii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Corporation is a party or by which it or any of the properties or assets thereof is bound, or the articles or by-laws of the Corporation or any resolution passed by the directors (or any committee thereof) or shareholders of the Corporation, or any statute or any judgment, decree, order, rule, policy or regulation of any court, governmental authority, any arbitrator, stock exchange Stock Exchanges or securities regulatory authority applicable to the Corporation or any of the properties or assets thereof which could have a Material Adverse Effectmaterial adverse effect on the condition (financial or otherwise), business, properties or results of operations of the Corporation. (iii) None of the issue of the Broker Warrants or the Broker Shares will be subject to any pre-emptive right or other contractual right to purchase securities granted by the Corporation or to which the Corporation is subject. (iv) The issue by the Corporation to the Agents of the Broker Warrants will be exempt from the registration and prospectus requirements of the Securities Laws of the Provinces of British Columbia and Ontario. The Broker Shares will not be subject to a restricted period or statutory hold period under the Securities Laws of the Province of British Columbia or Ontario or to any resale restrictions under the policies of the Stock Exchanges which extends beyond four months and one day after the Closing Date.

Broker Warrants. (i) The Corporation has all requisite corporate power and authority to enter into and issue the Broker WarrantsWarrants and to enter into, execute and deliver and to carry out the obligations thereof under the Broker Warrant Certificates. All necessary corporate action has been taken by the Corporation to: A. to authorize the creation and issue of the Broker Warrants in accordance with the terms and conditions hereof and, when issued, the Broker Warrants will be validly issued; B. issued and to authorize the creation, execution, delivery and performance of the Broker Warrant Certificates and to observe and perform the provisions of the Broker Warrant Certificates in accordance with the provisions thereof; and C. allotthereof including, reserve and authorize without limitation, the issuance issue of the Broker Shares for the consideration and upon the terms and conditions set forth in the Broker Warrant Certificates. (ii) The Broker Warrant Certificates constitute a valid and legally binding obligation of the Corporation enforceable against the Corporation in accordance with the terms and conditions set out in the Broker Warrant Certificates and, when issued, the Broker Shares will be validly issued as fully paid and non-assessable Common Shares. (ii) thereof. None of the issue of the Broker Warrants, the execution and delivery of the Broker Warrant Certificates, the compliance by the Corporation with the provisions of the Broker Warrant CertificatesCertificates or the consummation of the transactions contemplated therein including, without limitation, the issue of the Broker Shares for the consideration and upon the terms and conditions set out forth in the Broker Warrant Certificates Certificates, do or will (i) require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other Person, except (A) such as have been obtained, or (B) such as may be required under the Securities Laws of the Offering Jurisdictions and will be obtained by the Closing Date, or (ii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Corporation is a party or by which it or any of the properties or assets thereof is bound, or the articles or by-laws of the Corporation or any resolution passed by the directors (or any committee thereof) or shareholders of the Corporation, or any statute or any judgment, decree, order, rule, policy or regulation of any court, governmental authority, any arbitrator, stock exchange or securities regulatory authority applicable to the Corporation or any of the properties or assets thereof which could have a Material Adverse Effectmaterial adverse effect on the condition (financial or otherwise), business, properties or results of operations of the Corporation. (iii) None of the issue of the Broker Warrants or the Broker Shares will be subject to any pre-emptive right or other contractual right to purchase securities granted by the Corporation or to which the Corporation is subject. (iv) The issue by the Corporation to the Agents of the Broker Warrants will be exempt from the registration and prospectus requirements of the Securities Laws of the Province of Ontario.

Broker Warrants. (i) The Corporation has all requisite corporate power and authority to enter into and issue the Broker WarrantsWarrants and to enter into, execute and deliver and to carry out the obligations thereof under the Broker Warrant Certificates. All necessary corporate action has been taken by the Corporation to: A. to authorize the creation and issue of the Broker Warrants in accordance with the terms and conditions hereof and, when issued, the Broker Warrants will be validly issued; B. issued and to authorize the creation, execution, delivery and performance of the Broker Warrant Certificates and to observe and perform the provisions of the Broker Warrant Certificates in accordance with the provisions thereof; and C. allotthereof including, reserve and authorize without limitation, the issuance issue of the Broker Warrant Shares in accordance with for the consideration and upon the terms and conditions set out forth in the Broker Warrant Certificates andCertificates, when issuedand upon the issue thereof, the Broker Warrant Shares will be validly issued as fully paid and non-assessable Common Sharesshares. (ii) The Broker Warrant Certificates constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with the terms thereof except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable laws. None of the issue of the Broker Warrants, the execution and delivery of the Broker Warrant Certificates, the compliance by the Corporation with the provisions of the Broker Warrant CertificatesCertificates or the consummation of the transactions contemplated therein, including without limitation, the issue of the Broker Warrant Shares for the consideration and upon the terms and conditions set out forth in the Broker Warrant Certificates Certificates, do or will (i) require the consent, approval, or authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other Person, except (A) such as have been obtained, or (B) such as may be required under the applicable Securities Laws and will be obtained by the Closing Date, or (C) such as may be required under the policies of the Offering Jurisdictions Stock Exchange and will be obtained by the Closing Date, or (ii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Corporation is a party or by which it or any of the properties or assets thereof is bound, or the memorandum or articles or by-laws of the Corporation or any resolution passed by the directors (or any committee thereof) or shareholders of the Corporation, or any statute or any judgment, decree, order, rule, policy or regulation of any court, governmental authority, any arbitrator, stock exchange or securities regulatory authority applicable to the Corporation or any of the properties or assets thereof which could have a Material Adverse Effectmaterial adverse effect on the condition (financial or otherwise), business, properties or results of operations of the Corporation. (iii) None of the issue of the Broker Warrants or the Broker Warrant Shares will be subject to any pre-emptive right or other contractual right to purchase securities granted by the Corporation or to which the Corporation is subject. (iv) The issue by the Corporation to the Agent of the Broker Warrants will be exempt from the registration and prospectus requirements of the Securities Laws of the Offering Jurisdictions. The Broker Warrant Shares will not be subject to a restricted period or statutory hold period under the Securities Laws of the Offering Jurisdictions or to any resale restrictions under the policies of the Stock Exchange which extends beyond four months and one day after the Closing Date.