Common use of COVENANTS AND OBLIGATIONS OF THE ISSUER Clause in Contracts

COVENANTS AND OBLIGATIONS OF THE ISSUER. 9.1 The Issuer covenants and agrees that it has complied with and will abide by and comply with all Applicable Legislation and will complete all filings required of the Issuer under the Applicable Legislation and by the Exchange in connection with the Offering, the Prospectus and the listing of the Securities. 9.2 The Issuer covenants and agrees that: (a) it has not and will not carry on any business other than the identification and evaluation of assets or businesses in connection with a potential Qualifying Transaction, until completion of a Qualifying Transaction; and (b) it has not entered into an Agreement in Principle. 9.3 If, after the Prospectus is filed with the Regulatory Authorities but before the conclusion of the Distribution, a Material Change or change in a Material Fact occurs in the affairs of the Issuer, the Issuer will: (a) notify the Agent immediately, in writing, with full particulars of the change; (b) if required by Applicable Legislation, file with the Regulatory Authorities as soon as practicable, and in any event no later than 10 days after the change occurs, an amendment to the Prospectus in a form acceptable to the Agent disclosing the Material Change; and (c) provide as many copies of that amendment to the Agent as the Agent may reasonably request. 9.4 The Issuer shall in good faith discuss with the Agent any fact or change in circumstances (actual and anticipated, contemplated or threatened, whether financial or otherwise) which is of such a nature that there is reasonable doubt as to whether notice in writing need be given to the Agent pursuant to the previous Subsection. 9.5 Until the Qualifying Transaction has occurred, the Issuer shall notify the Agent of: (a) any change proposed to be made in the corporate undertaking of the Issuer; (b) any proposed issuance of a control block of securities (meaning a holding of Shares or other securities of the Issuer or both held by a person or combination of persons acting jointly or in concert to which are attached more than 20% of the voting rights attached to all outstanding securities of the Issuer carrying voting rights); (c) any Agreement in Principle being reached with respect to a Qualifying Transaction; (d) any proposed change to the constitution of the board of directors of the Issuer, or to the membership of senior management of the Issuer, including any resignations, terminations or departures of members of the Board of Directors or senior management; and (e) any circumstances where the Issuer does not expect to comply with a filing deadline imposed by regulatory authorities, such notification to be provided at least 10 business days before the deadline; forthwith upon the proposal of such change, issuance, sale, disposition or agreement.

COVENANTS AND OBLIGATIONS OF THE ISSUER. 9.1 The Issuer covenants and agrees that it has complied with and will abide by and comply with all Applicable Legislation and will complete all filings required of the Issuer under the Applicable Legislation and by the Exchange in connection with the Offering, the Prospectus and the listing of the Securities. 9.2 The Issuer covenants and agrees that: (a) it has not and will not carry on any business other than the identification and evaluation of assets or businesses in connection with a potential Qualifying Transaction, until completion of a Qualifying Transaction; and (b) it has not entered into an Agreement in Principle. 9.3 If, after the Prospectus is filed with the Regulatory Authorities but before the conclusion of the Distribution, a Material Change or change in a Material Fact occurs in the affairs of the Issuer, the Issuer will: (a) notify the Agent immediately, in writing, with full particulars of the change; (b) if required by Applicable Legislation, file with the Regulatory Authorities as soon as practicable, and in any event no later than 10 days after the change occurs, an amendment to the Prospectus in a form acceptable to the Agent disclosing the Material Change; and (c) provide as many copies of that amendment to the Agent as the Agent may reasonably request. 9.4 The Issuer shall in good faith discuss with the Agent any fact or change in circumstances (actual and anticipated, contemplated or threatened, whether financial or otherwise) which is of such a nature that there is reasonable doubt as to whether notice in writing need be given to the Agent pursuant to the previous Subsection. 9.5 Until the Qualifying Transaction has occurred, the Issuer shall notify the Agent ofshall: (a) notify the Agent of any change proposed to be made in the corporate undertaking of the Issuer; (b) notify the Agent of any proposed issuance of a control block of securities (meaning a holding of Shares or other securities of the Issuer or both held by a person or combination of persons acting jointly or in concert to which are attached more than 20% of the voting rights attached to all outstanding securities of the Issuer carrying voting rights); (c) notify the Agent of any Agreement in Principle being reached with respect to a Qualifying Transaction; (d) notify the Agent of any proposed change to the constitution of the board of directors of the Issuer, or to the membership of senior management of the Issuer, including any resignations, terminations or departures of members of the Board board of Directors directors or senior management; (e) provide the Agent with copies of all financial statements, press releases, promotional materials, material change reports, materials prepared in connection with the Issuer’s annual general meeting and any special meetings of shareholders, annual reports, and financial statements prepared by or for the Issuer forthwith upon preparation or receipt of the same; and (ef) notify the Agent of any circumstances where the Issuer does not expect to comply with a filing deadline imposed by regulatory authorities, such notification to be provided at least 10 business days before the deadline; forthwith upon the proposal of such change, issuance, sale, disposition or agreement.

COVENANTS AND OBLIGATIONS OF THE ISSUER. 9.1 10.1 The Issuer covenants and agrees that it has complied with and will abide by and comply with all Applicable Legislation and will complete all filings required of the Issuer under the Applicable Legislation and by the Exchange in connection with the Offering, the Prospectus and the listing of the Securities. 9.2 10.2 The Issuer covenants and agrees that: (a) it has not and will not carry on any business other than the identification and evaluation of assets or businesses in connection with a potential Qualifying Transaction, until completion of a Qualifying Transaction; and (b) it has not entered into an Agreement in Principle. 9.3 10.3 If, after the Prospectus is filed with the Regulatory Authorities but before the conclusion of the Distribution, a Material Change or change in a Material Fact occurs in the affairs of the Issuer, the Issuer will: (a) notify the Agent immediately, in writing, with full particulars of the change; (b) if required by Applicable Legislation, file with the Regulatory Authorities as soon as practicable, and in any event no later than 10 days after the change occurs, an amendment to the Prospectus in a form acceptable to the Agent disclosing the Material Change; and (c) provide as many copies of that amendment to the Agent as the Agent may reasonably request. 9.4 10.4 The Issuer shall in good faith discuss with the Agent any fact or change in circumstances (actual and anticipated, contemplated or threatened, whether financial or otherwise) which is of such a nature that there is reasonable doubt as to whether notice in writing need be given to the Agent pursuant to the previous Subsection. 9.5 10.5 Until the Qualifying Transaction has occurred, the Issuer shall notify the Agent ofshall: (a) notify the Agent of any change proposed to be made in the corporate undertaking of the Issuer; (b) notify the Agent of any proposed issuance of a control block of securities (meaning a holding of Shares or other securities of the Issuer or both held by a person or combination of persons acting jointly or in concert to which are attached more than 20% of the voting rights attached to all outstanding securities of the Issuer carrying voting rights); (c) notify the Agent of any Agreement in Principle being reached with respect to a Qualifying Transaction; (d) notify the Agent of any proposed change to the constitution of the board of directors of the Issuer, or to the membership of senior management of the Issuer, including any resignations, terminations or departures of members of the Board board of Directors directors or senior management; (e) provide the Agent with copies of all financial statements, press releases, promotional materials, material change reports, materials prepared in connection with the Issuer’s annual general meeting and any special meetings of shareholders, annual reports, and financial statements prepared by or for the Issuer forthwith upon preparation or receipt of the same; and (ef) notify the Agent of any circumstances where the Issuer does not expect to comply with a filing deadline imposed by regulatory authorities, such notification to be provided at least 10 business days before the deadline; forthwith upon the proposal of such change, issuance, sale, disposition or agreement.

COVENANTS AND OBLIGATIONS OF THE ISSUER. 9.1 The Issuer covenants and agrees that it has complied with and will abide by and comply with all Applicable Legislation and will complete all filings required of the Issuer under the Applicable Legislation and by the Exchange in connection with the Offering, the Prospectus and the listing of the SecuritiesShares and the Agent’s Warrant Shares. 9.2 The Issuer covenants and agrees that: (a) it has not and will not carry on any business other than the identification and evaluation of assets or businesses in connection with a potential Qualifying Transaction, until completion of a Qualifying Transaction; and (b) it has not entered into an Agreement in Principle. 9.3 If, If a Material Change occurs in the affairs of the Issuer after the Prospectus is filed with the Regulatory Authorities but before the conclusion of the Distribution, a Material Change or change in a Material Fact occurs in the affairs of the Issuer, Distribution the Issuer willshall: (a) notify the Agent immediately, in writing, with full particulars of the change; (b) if required by Applicable Legislationfile an amendment to the Prospectus, file in a form acceptable to the Agent, disclosing the Material Change with the Regulatory Authorities as soon as practicable, and in any event no later than 10 ten (10) days after the change occurs, an amendment to the Prospectus in a form acceptable to the Agent disclosing the Material Change; and (c) provide as many copies of that amendment to the Agent as the Agent may reasonably request. 9.4 The Issuer shall in good faith discuss with the Agent any fact or change in circumstances (actual and anticipated, contemplated or threatened, whether financial or otherwise) which is of such a nature that there is reasonable doubt as to whether notice in writing need be given to the Agent pursuant to the previous SubsectionSection 9.3. 9.5 Until the Qualifying Transaction has occurred, the Issuer shall notify the Agent ofshall: (a) notify the Agent of any significant change proposed to be made in the corporate undertaking of the Issuer; (b) notify the Agent of any proposed issuance of a control block of securities (meaning a holding of Shares or other securities of the Issuer or both held by a person or combination of persons acting jointly or in concert to which are attached more than 20% of the voting rights attached to all outstanding securities of the Issuer carrying voting rights); (c) notify the Agent of any Agreement in Principle being reached with respect to a Qualifying Transaction; (d) notify the Agent of any proposed change to the constitution of the board of directors of the Issuer, or to the membership of senior management of the Issuer, including any resignations, terminations or departures of members of the Board of Directors or senior management; and (e) notify the Agent of any circumstances where the Issuer does not expect to comply with a filing deadline imposed by regulatory authorities, such notification to be provided at least 10 ten (10) business days before the deadline; forthwith upon the proposal of such change, issuance, sale, disposition or agreement.

COVENANTS AND OBLIGATIONS OF THE ISSUER. 9.1 The Issuer covenants and agrees that it has complied with and will abide by and comply with all Applicable Legislation and will complete all filings required of the Issuer under the Applicable Legislation and by the Exchange in connection with the Offering, the Prospectus and the listing of the SecuritiesShares, Agent’s Shares, Agent’s Warrant Shares and Corporate Finance Fee Shares. 9.2 The Issuer covenants and agrees that: (a) it has not and will not carry on any business other than the identification and evaluation of assets or businesses in connection with a potential Qualifying Transaction, until completion of a Qualifying Transaction; and (b) it has not entered into an Agreement in Principle. 9.3 If, after the Prospectus is filed with the Regulatory Authorities but before the conclusion of the Distributiondistribution of the Shares, a Material Change or change in a Material Fact occurs in the affairs of the Issuer, the Issuer will: (a) notify the Agent immediately, in writing, with full particulars of the change; (b) if required by Applicable Legislation, file with the Regulatory Authorities as soon as practicable, and in any event no later than 10 days after the change occurs, an amendment to the Prospectus in a form acceptable to the Agent disclosing the Material Change; and (c) provide as many copies of that amendment to the Agent as the Agent may reasonably request. 9.4 9.3 The Issuer shall in good faith discuss with the Agent any fact or change in circumstances (actual and anticipated, contemplated or threatened, whether financial or otherwise) which is of such a nature that there is reasonable doubt as to whether notice in writing need be given to the Agent pursuant to the previous Subsection. 9.5 Until 9.4 The Issuer will file an election (the Qualifying Transaction has occurred“Election”) with the Canada Revenue Agency (the “CRA”) in such form as may be required by the CRA, the Issuer shall notify the Agent of: (a) any change proposed in its tax return for its first taxation year, to be made in deemed to have been a public corporation from the corporate undertaking beginning of the Issuer;that year. (b) any proposed issuance of a control block of securities (meaning a holding of Shares or other securities of the Issuer or both held by a person or combination of persons acting jointly or in concert to which are attached more than 20% of the voting rights attached to all outstanding securities of the Issuer carrying voting rights); (c) any Agreement in Principle being reached with respect to a Qualifying Transaction; (d) any proposed change to the constitution of the board of directors of the Issuer, or to the membership of senior management of the Issuer, including any resignations, terminations or departures of members of the Board of Directors or senior management; and (e) any circumstances where 9.5 If the Issuer does not expect file the Election in the manner contemplated in the above subsection, the Issuer agrees to comply indemnify the Agent for any and all expenses, losses, fees, claims, actions, damages, obligations and liabilities, including the reasonable fees and expenses of its counsel, the Agent incurs in connection with a filing deadline imposed the Issuer’s failure to file the Election, including but not restricted to any claims against the Agent in relation to penalties assessed by regulatory authorities, such notification to be provided at least 10 business days before the deadline; forthwith upon CRA against purchasers under the proposal of such change, issuance, sale, disposition or agreementOffering.

COVENANTS AND OBLIGATIONS OF THE ISSUER. 9.1 10.1 The Issuer covenants and agrees that it has complied with and will abide by and comply with all Applicable Legislation and will complete all filings required of the Issuer under the Applicable Legislation and by the Exchange in connection with the Offering, the Prospectus and the listing of the Securities. 9.2 10.2 The Issuer covenants and agrees that: (a) it has not and will not carry on any business other than the identification and evaluation of assets or businesses in connection with a potential Qualifying Transaction, until completion of a Qualifying Transaction; and (b) it has not entered into an Agreement in Principle. 9.3 10.3 If, after the Prospectus is filed with the Regulatory Authorities but before the conclusion of the Distribution, a Material Change or change in a Material Fact occurs in the affairs of the Issuer, the Issuer will: (a) notify the Agent immediately, in writing, with full particulars of the change; (b) if required by Applicable Legislation, file with the Regulatory Authorities as soon as practicable, and in any event no later than 10 days after the change occurs, an amendment to the Prospectus in a form acceptable to the Agent disclosing the Material Change; and (c) provide as many copies of that amendment to the Agent as the Agent may reasonably request. 9.4 10.4 The Issuer shall in good faith discuss with the Agent any fact or change in circumstances (actual and anticipated, contemplated or threatened, whether financial or otherwise) which is of such a nature that there is reasonable doubt as to whether notice in writing need be given to the Agent pursuant to the previous Subsection. 9.5 10.5 Until the Qualifying Transaction has occurred, the Issuer shall notify the Agent ofshall: (a) notify the Agent of any change proposed to be made in the corporate undertaking of the Issuer; (b) notify the Agent of any proposed issuance of a control block of securities (meaning a holding of Shares or other securities of the Issuer or both held by a person or combination of persons acting jointly or in concert to which are attached more than 20% of the voting rights attached to all outstanding securities of the Issuer carrying voting rights); (c) notify the Agent of any Agreement in Principle being reached with respect to a Qualifying Transaction; (d) notify the Agent of any proposed change to the constitution of the board of directors of the Issuer, or to the membership of senior management of the Issuer, including any resignations, terminations or departures of members of the Board of Directors or senior management; (e) provide the Agent with copies of all financial statements, press releases, promotional materials, material change reports, materials prepared in connection with the Issuer’s annual general meeting and any special meetings of shareholders, annual reports, and financial statements prepared by or for the Issuer forthwith upon preparation or receipt of the same; and (ef) notify the Agent of any circumstances where the Issuer does not expect to comply with a filing deadline imposed by regulatory authorities, such notification to be provided at least 10 business days before the deadline; forthwith upon the proposal of such change, issuance, sale, disposition or agreement.

COVENANTS AND OBLIGATIONS OF THE ISSUER. 9.1 The Issuer covenants and agrees that it has complied with and will abide by and comply with all Applicable Legislation and will complete all filings required of the Issuer under the Applicable Legislation and by the Exchange in connection with the Offering, the Prospectus and the listing of the SecuritiesShares and the Agent’s Warrant Shares. 9.2 The Issuer covenants and agrees that: (a) it has not and will not carry on any business other than the identification and evaluation of assets or businesses in connection with a potential Qualifying Transaction, until completion of a Qualifying Transaction; and (b) it has not entered into an Agreement in Principle. 9.3 If, after the Prospectus is filed with the Regulatory Authorities but before the conclusion of the Distribution, a Material Change or change in a Material Fact occurs in the affairs of the Issuer, the Issuer will: (a) notify the Agent immediately, in writing, with full particulars of the change; (b) if required by Applicable Legislation, file with the Regulatory Authorities as soon as practicable, and in any event no later than 10 days after the change occurs, an amendment to the Prospectus in a form acceptable to the Agent disclosing the Material Change; and (c) provide as many copies of that amendment to the Agent as the Agent may reasonably request. 9.4 The Issuer shall in good faith discuss with the Agent any fact or change in circumstances (actual and anticipated, contemplated or threatened, whether financial or otherwise) which is of such a nature that there is reasonable doubt as to whether notice in writing need be given to the Agent pursuant to the previous Subsection. 9.5 Until the Qualifying Transaction has occurred, the Issuer shall notify the Agent ofshall: (a) notify the Agent of any significant change proposed to be made in the corporate undertaking of the Issuer; (b) notify the Agent of any proposed issuance of a control block of securities (meaning a holding of Shares or other securities of the Issuer or both held by a person or combination of persons acting jointly or in concert to which are attached more than 20% of the voting rights attached to all outstanding securities of the Issuer carrying voting rights); (c) notify the Agent of any Agreement in Principle being reached with respect to a Qualifying Transaction; (d) notify the Agent of any proposed change to the constitution of the board of directors of the Issuer, or to the membership of senior management of the Issuer, including any resignations, terminations or departures of members of the Board of Directors or senior management; and (e) notify the Agent of any circumstances where the Issuer does not expect to comply with a filing deadline imposed by regulatory authorities, such notification to be provided at least 10 business days before the deadline; forthwith upon the proposal of such change, issuance, sale, disposition or agreement.

COVENANTS AND OBLIGATIONS OF THE ISSUER. 9.1 The Issuer covenants and agrees that it has complied with and will abide by and comply with all Applicable Legislation and will complete all filings required of the Issuer under the Applicable Legislation and by the Exchange in connection with the Offering, the Prospectus and the listing of the SecuritiesShares and Agent’s Option Shares. 9.2 The Issuer covenants and agrees that: (a) it has not and will not carry on any business other than the identification and evaluation of assets or businesses in connection with a potential Qualifying Transaction, until completion of a Qualifying Transaction; and (b) it has not entered into an Agreement in Principle. 9.3 If, after the Prospectus is filed with the Regulatory Authorities but before the conclusion of the Distribution, a Material Change or change in a Material Fact occurs in the affairs of the Issuer, the Issuer will: (a) notify the Agent immediately, in writing, with full particulars of the change; (b) if required by Applicable Legislation, file with the Regulatory Authorities as soon as practicable, and in any event no later than 10 days after the change occurs, an amendment to the Prospectus in a form acceptable to the Agent disclosing the Material Change; and (c) provide as many copies of that amendment to the Agent as the Agent may reasonably request. 9.4 The Issuer shall in good faith discuss with the Agent any fact or change in circumstances (actual and anticipated, contemplated or threatened, whether financial or otherwise) which is of such a nature that there is reasonable doubt as to whether notice in writing need be given to the Agent pursuant to the previous Subsection. 9.5 Until the Qualifying Transaction has occurred, the Issuer shall notify the Agent ofshall: (a) notify the Agent of any change proposed to be made in the corporate undertaking of the Issuer; (b) notify the Agent of any proposed issuance of a control block of securities (meaning a holding of Shares or other securities of the Issuer or both held by a person or combination of persons acting jointly or in concert to which are attached more than 20% of the voting rights attached to all outstanding securities of the Issuer carrying voting rights); (c) notify the Agent of any Agreement in Principle being reached with respect to a Qualifying Transaction; (d) notify the Agent of any proposed change to the constitution of the board of directors of the Issuer, or to the membership of senior management of the Issuer, including any resignations, terminations or departures of members of the Board of Directors or senior management; (e) provide the Agent with copies of all financial statements, press releases, promotional materials, material change reports, materials prepared in connection with the Issuer’s annual general meeting and any special meetings of shareholders, annual reports, and financial statements prepared by or for the Issuer forthwith upon preparation or receipt of the same and SEDAR filing of any such documentation by the Issuer will constitute compliance with this Subsection; and (ef) notify the Agent of any circumstances where the Issuer does not expect to comply with a filing deadline imposed by regulatory authorities, such notification to be provided at least 10 two business days before the deadline; forthwith upon the proposal of such change, issuance, sale, disposition or agreement.