Common use of Closing Payment and Delivery Clause in Contracts

Closing Payment and Delivery. The closing of the Offering will be completed at the offices of Bxxxxxx Xxxxx XXX, 0000 Xxxxxxx Xxxx Xxxx, 800 0xx Xxxxxx XX, Xxxxxxx, Xxxxxxx X0X 0X0 on February 22, 2007 or such later date as the parties may mutually agree to in writing, but in any event no later than March 22, 2007 (the “Closing Date”), at 6:30 a.m. (Calgary time) (such time on the Closing Date is referred to herein as the “Closing Time”). At the Closing Time, the Company shall deliver to the Underwriter against delivery to the Company by the Underwriter of the gross proceeds of the Offering: (a) certificates representing the Unit Shares and Unit Warrants comprising the Offered Units to be purchased by the Underwriter in accordance with the terms of this agreement duly registered as the Underwriter shall have directed 48 hours prior to the Closing Time on the Closing Date; (b) payment of the Underwriter’s Fee, together with the Underwriter’s expenses and fees described in Section 7 hereof; (c) executed copies of the standstill agreements (the “Standstill Agreements”) in the form of Schedule “A” hereto addressed to the Underwriter from each of the directors and officers of the Company pursuant to which such persons agree not to sell, transfer, assign, pledge or otherwise dispose of any securities of the Company owned by any such persons, directly or indirectly, until the 90th day following the Closing Date, without the prior written consent of the Underwriter; (d) the requisite legal opinions and certificates and covenants as contemplated herein; and (e) such further documentation as may be contemplated herein or as counsel to the Underwriter or the applicable regulatory authorities may reasonably require. Furthermore, the Company shall, prior to the Closing Time: (f) make all necessary arrangements for the exchange on the date of delivery of the certificate or certificates issued as aforesaid at the principal offices of Computershare in the City of Toronto for certificates representing such number of the Unit Shares registered in such names as shall be designated in writing by the Underwriter not less than 48 hours prior to the Closing Time. The Company shall pay all fees and expenses payable to Computershare in connection with the preparation, delivery, certification and exchange of the Unit Shares and the certificate therefor contemplated hereunder and the fees and expenses payable to Computershare in connection with the initial or additional transfers as may be required in the course of the distribution of the Unit Shares; and (g) enter into a warrant indenture (the “Warrant Indenture”) in form and on terms satisfactory to the Underwriter, acting reasonably, with Computershare governing the issue and exercise of the Unit Warrants and pursuant to which the Company shall appoint Computershare as warrant agent with respect to the Unit Warrants.

Closing Payment and Delivery. The (a) Unless this Agreement is terminated in accordance with Section 9.15 hereof, the closing of the Offering will be completed Purchase (the "Closing") shall occur as soon as is reasonably practicable after the date that the closing conditions set forth in Sections 5 and 6 hereof are satisfied (or waived by the party entitled to waive such condition), but in no event later than August 31, 2007, unless extended by the Company (the "Closing Date") either (i) at the offices of Bxxxxxx Xxxxx XXXBlank Rome LLP, 0000 Xxxxxxx Xxxx The Chrysler Building, 400 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, 800 0xx Xxxxxx XX, Xxxxxxx, Xxxxxxx X0X 0X0 on February 22, 2007 Xxx Xxxx 00000 or such later date other location as the parties may mutually agree to in writing, but in any event no later than March 22, 2007 or (the “Closing Date”), at 6:30 a.m. ii) by mail. (Calgary timeb) (such time on the Closing Date is referred to herein as the “Closing Time”). At the Closing TimeClosing, the Company Purchase Price shall deliver to the Underwriter against delivery be released to the Company by from the Underwriter escrow account (the "Escrow Account") established pursuant to the escrow agreement dated as of the gross proceeds date hereof by and among the Company and the Purchasers (the "Escrow Agreement") against delivery of the Offering: (a) certificates representing the Unit Offered Shares and Unit Warrants comprising subscribed to hereunder, with any transfer taxes payable in connection with the transfer of the Offered Units Shares to the Purchasers duly paid, registered in the names of the Purchasers as set forth on the Schedule of Purchasers attached as Schedule I to this Agreement to the Company on behalf of the Purchasers. (c) Each Purchaser shall deliver the aggregate purchase price set forth opposite such Purchaser's name on the Schedule of Purchasers to the Escrow Account by either (i) delivery of a duly executed Debt Conversion Agreement in substantially the form annexed hereto as Exhibit A (the "Debt Conversion Agreement"), or (ii) wire transfer in United States dollars in immediately available funds to the Escrow Account, or (iii) a combination of both of subsections (i) and (ii). (d) The Offered Shares delivered for the account of each Purchaser shall be purchased registered in such names and in such denominations as requested in writing by the Underwriter in accordance with the terms of this agreement duly registered as the Underwriter shall have directed 48 hours such Purchaser not later than two full business days prior to the Closing Time on the Closing Date; (b) payment of the Underwriter’s Fee, together with the Underwriter’s expenses and fees described in Section 7 hereof; (c) executed copies of the standstill agreements (the “Standstill Agreements”) in the form of Schedule “A” hereto addressed to the Underwriter from each of the directors and officers of the Company pursuant to which such persons agree not to sell, transfer, assign, pledge or otherwise dispose of any securities of the Company owned by any such persons, directly or indirectly, until the 90th day following the Closing Date, without the prior written consent of the Underwriter; (d) the requisite legal opinions and certificates and covenants as contemplated herein; and (e) such further documentation as may be contemplated herein or as counsel to the Underwriter or the applicable regulatory authorities may reasonably require. Furthermore, the Company shall, prior to the Closing Time: (f) make all necessary arrangements for the exchange on the date of delivery of the certificate or certificates issued as aforesaid at the principal offices of Computershare in the City of Toronto for certificates representing such number of the Unit Shares registered in such names as shall be designated in writing by the Underwriter not less than 48 hours prior to the Closing Time. The Company shall pay all fees and expenses payable to Computershare in connection with the preparation, delivery, certification and exchange of the Unit Shares and the certificate therefor contemplated hereunder and the fees and expenses payable to Computershare in connection with the initial or additional transfers as may be required in the course of the distribution of the Unit Shares; and (g) enter into a warrant indenture (the “Warrant Indenture”) in form and on terms satisfactory to the Underwriter, acting reasonably, with Computershare governing the issue and exercise of the Unit Warrants and pursuant to which the Company shall appoint Computershare as warrant agent with respect to the Unit Warrants.

Closing Payment and Delivery. The 2.1 In the event that Purchasers have (a) deposited at least the Minimum Purchase Amount, plus accrued interest thereon, if any, from March 3, 2006 through the date of the Closing (defined below), into a non-interest bearing escrow account (the “Escrow Account”) maintained for such purpose, on behalf of J Xxxxxxxx as placement agent for the Company, by Continental Stock Transfer & Trust Company (“Escrow Agent”), and (b) subscribed for a corresponding amount of Debentures by executing, completing and delivering their signature pages to this Agreement indicating such and their signature pages to the Registration Rights Agreement, all in accordance with the instructions set forth in the Subscription Instructions attached hereto as EXHIBIT A (the “Subscription Instructions”), and the Company and J Xxxxxxxx have accepted, from such subscriptions, subscriptions for at least the Minimum Purchase Amount, a closing of the Offering will be completed Purchase with respect to the subscription amounts so accepted (the “Closing”) shall occur at the offices of Bxxxxxx Xxxxx XXXBlank Rome LLP, 0000 Xxxxxxx Xxxx The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, 800 0xx Xxxxxx XXXxx Xxxx 00000 at 10:00 a.m., Xxxxxxxon March 3, Xxxxxxx X0X 0X0 on February 222006 (which date may be extended by mutual agreement between the Company and J Xxxxxxxx but not beyond March 17, 2007 or such later date as the parties may mutually agree to in writing, but in any event no later than March 22, 2007 2006) (the “Closing Date”), at 6:30 a.m. (Calgary time) (such which time on the Closing Date is referred to herein as the “Closing Time”). At the Closing Time, the Company will execute this Agreement and payment for the Debentures (but not less than the Minimum Amount) being sold at such Closing shall deliver to the Underwriter against delivery be released to the Company from the Escrow Account against delivery of such Debentures, with any transfer taxes payable in connection with the transfer of the Debentures to the Purchasers duly paid, for the respective accounts of the several Purchasers participating in such Closing. 2.2 The Company has the right to reject any subscription for Debentures, in whole or in part, for any reason whatsoever, and to allot to any Purchaser less than the number of Debentures subscribed for by such Purchaser. In the event that the Company accepts only a portion of a Purchaser’s subscription and reduces the principal amount of the Debentures to be sold to the Purchaser hereunder, the Purchase Price deposited into the Escrow Account by the Underwriter Purchaser with respect to the unaccepted portion of the gross proceeds of the Offering: (a) certificates representing the Unit Shares and Unit Warrants comprising the Offered Units to be purchased subscription, as well as any accrued interest deposited by the Underwriter Purchaser with respect thereto, shall be returned to the Purchaser. 2.3 The Debentures delivered for the account of each Purchaser shall be in accordance with the terms of this agreement duly definitive form or global form, as specified by such Purchaser and registered in such names and in such denominations as the Underwriter shall have directed 48 hours requested in writing by such Purchaser not later than two full business days prior to the Closing Time on the Closing Date; (b) payment of the Underwriter’s Fee, together with the Underwriter’s expenses and fees described in Section 7 hereof; (c) executed copies of the standstill agreements (the “Standstill Agreements”) in the form of Schedule “A” hereto addressed to the Underwriter from each of the directors and officers of the Company pursuant to which such persons agree not to sell, transfer, assign, pledge or otherwise dispose of any securities of the Company owned by any such persons, directly or indirectly, until the 90th day following the Closing Date, without the prior written consent of the Underwriter; (d) the requisite legal opinions and certificates and covenants as contemplated herein; and (e) such further documentation as may be contemplated herein or as counsel to the Underwriter or the applicable regulatory authorities may reasonably require. Furthermore, the Company shall, prior to the Closing Time: (f) make all necessary arrangements for the exchange on the date of delivery of the certificate or certificates issued as aforesaid at the principal offices of Computershare in the City of Toronto for certificates representing such number of the Unit Shares registered in such names as shall be designated in writing by the Underwriter not less than 48 hours prior to the Closing Time. The Company shall pay all fees and expenses payable to Computershare in connection with the preparation, delivery, certification and exchange of the Unit Shares and the certificate therefor contemplated hereunder and the fees and expenses payable to Computershare in connection with the initial or additional transfers as may be required in the course of the distribution of the Unit Shares; and (g) enter into a warrant indenture (the “Warrant Indenture”) in form and on terms satisfactory to the Underwriter, acting reasonably, with Computershare governing the issue and exercise of the Unit Warrants and pursuant to which the Company shall appoint Computershare as warrant agent with respect to the Unit Warrants.

Closing Payment and Delivery. The 2.1. In the event that Purchasers have (a) deposited at least $60 into a non-interest bearing escrow account (the “Escrow Account”) maintained for such purpose, on behalf of J Xxxxxxxx as placement agent for the Company, by Bank of New York (“Escrow Agent”), and (b) subscribed for a corresponding amount of Debentures by executing, completing and delivering their signature pages to this Agreement indicating such and their signature pages to the Registration Rights Agreement, all in accordance with the instructions set forth in the Subscription Instructions attached hereto as EXHIBIT A (the “Subscription Instructions”), and the Company and J Xxxxxxxx have accepted, from such subscriptions, subscriptions for $60 million principal amount of Debentures on or before July 3, 2007, a closing of the Offering will be completed Purchase with respect to the subscription amounts so accepted (the “Closing”) shall occur as soon as practicable thereafter (but in no event after July 6, 2007) at the offices of Bxxxxxx Xxxxx XXXBlank Rome LLP, 0000 Xxxxxxx Xxxx The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, 800 0xx Xxxxxx XX, Xxxxxxx, Xxxxxxx X0X 0X0 on February 22, 2007 or such later date as the parties may mutually agree to in writing, but in any event no later than March 22, 2007 Xxx Xxxx 00000 at 10:00 a.m. (the “Closing Date”), at 6:30 a.m. (Calgary time) (such which time on the Closing Date is referred to herein as the “Closing Time”). At the Closing Time, the Company will execute this Agreement and the $60 million payment for the Debentures being sold at such Closing shall deliver to the Underwriter against delivery be released to the Company from the Escrow Account against delivery of such Debentures, with any transfer taxes payable in connection with the transfer of the Debentures to the Purchasers duly paid, for the respective accounts of the several Purchasers participating in such Closing. 2.2. The Company has the right to reject any subscription for Debentures, in whole or in part, for any reason whatsoever, and to allot to any Purchaser less than the number of Debentures subscribed for by such Purchaser. In the event that the Company accepts only a portion of a Purchaser’s subscription and reduces the principal amount of the Debentures to be sold to the Purchaser hereunder, the Purchase Price deposited into the Escrow Account by the Underwriter Purchaser with respect to the unaccepted portion of the gross proceeds subscription, shall be returned to the Purchaser. 2.3. The Debentures delivered for the account of the Offering: (a) certificates representing the Unit Shares each Purchaser shall be in definitive form or global form, as specified by such Purchaser and Unit Warrants comprising the Offered Units to be purchased registered in such names and in such denominations as requested in writing by the Underwriter in accordance with the terms of this agreement duly registered as the Underwriter shall have directed 48 hours such Purchaser not later than two full business days prior to the Closing Time on the Closing Date; (b) payment of the Underwriter’s Fee, together with the Underwriter’s expenses and fees described in Section 7 hereof; (c) executed copies of the standstill agreements (the “Standstill Agreements”) in the form of Schedule “A” hereto addressed to the Underwriter from each of the directors and officers of the Company pursuant to which such persons agree not to sell, transfer, assign, pledge or otherwise dispose of any securities of the Company owned by any such persons, directly or indirectly, until the 90th day following the Closing Date, without the prior written consent of the Underwriter; (d) the requisite legal opinions and certificates and covenants as contemplated herein; and (e) such further documentation as may be contemplated herein or as counsel to the Underwriter or the applicable regulatory authorities may reasonably require. Furthermore, the Company shall, prior to the Closing Time: (f) make all necessary arrangements for the exchange on the date of delivery of the certificate or certificates issued as aforesaid at the principal offices of Computershare in the City of Toronto for certificates representing such number of the Unit Shares registered in such names as shall be designated in writing by the Underwriter not less than 48 hours prior to the Closing Time. The Company shall pay all fees and expenses payable to Computershare in connection with the preparation, delivery, certification and exchange of the Unit Shares and the certificate therefor contemplated hereunder and the fees and expenses payable to Computershare in connection with the initial or additional transfers as may be required in the course of the distribution of the Unit Shares; and (g) enter into a warrant indenture (the “Warrant Indenture”) in form and on terms satisfactory to the Underwriter, acting reasonably, with Computershare governing the issue and exercise of the Unit Warrants and pursuant to which the Company shall appoint Computershare as warrant agent with respect to the Unit Warrants.