Common use of Canadian Sales Clause in Contracts

Canadian Sales. The offer and sale of the Offered Shares in Canada will be made by the Underwriters on a private placement basis exempt from the prospectus requirements of Canadian Securities Laws, through Xxxxxx Xxxxxxx Canada Limited or such other person that is appropriately registered under the applicable Canadian Securities Laws (each a “Canadian Affiliate”), to “accredited investors” (as defined under Canadian Securities Laws) who are resident in the Canadian Provinces or otherwise subject to the laws of the Canadian Provinces, and if are individuals are also a “permitted client” (as such term is defined under Canadian Securities Laws) (each a “Canadian Purchaser”). The Underwriters will cause the Canadian Affiliate to comply with all relevant Canadian Securities Laws concerning the offer and sale of the Offered Shares in Canada. The Underwriters will cause each Canadian Affiliate to deliver to each Purchaser a copy of the Canadian Offering Memorandum at the time of such offer or sale. The Underwriters confirm that the Canadian Affiliate has not provided and will not provide to any Canadian Purchaser any document or other material that would constitute an offering memorandum (other than the Canadian Offering Memorandum).

Canadian Sales. The offer and sale of the Offered Shares in Canada will be made by the Underwriters on a private placement basis exempt from the prospectus requirements of Canadian Securities Laws, through Xxxxxx Xxxxxxx Xxxxx Canada Limited Inc. or such other person that is appropriately registered under the applicable Canadian Securities Laws (each a “Canadian Affiliate”), to “accredited investors” (as defined under Canadian Securities Laws) who are resident in the Canadian Provinces or otherwise subject to the laws of the Canadian Provinces, and if are individuals are also a “permitted client” (as such term is defined under Canadian Securities Laws) (each a “Canadian Purchaser”). The Underwriters will cause the Canadian Affiliate to comply with all relevant Canadian Securities Laws concerning the offer and sale of the Offered Shares in Canada. The Underwriters will cause each Canadian Affiliate to deliver to each Purchaser a copy of the Canadian Offering Memorandum at the time of such offer or sale. The Underwriters confirm that the Canadian Affiliate has not provided and will not provide to any Canadian Purchaser any document or other material that would constitute an offering memorandum (other than the Canadian Offering Memorandum).