Common use of Deliveries on Filing and Related Matters Clause in Contracts

Deliveries on Filing and Related Matters. (a) The Corporation shall deliver to the Underwriter: (i) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a “long form” comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter and the directors of the Corporation, from the Corporation’s Auditor with respect to financial and accounting information relating to the Corporation contained in the Final Prospectus derived from the Corporation’s audited annual financial statements for the years ended December 31, 2019 and 2018, and any interim unaudited financial statements incorporated by reference in the Final Prospectus which letter shall be based on a review by the Corporation’s Auditors within a cut-off date of not more than two Business Days prior to the date of the letter, which letter shall be in addition to any auditors’ consent letters or comfort letter addressed to the Canadian Securities Regulators; and (ii) as soon as practicable after the Preliminary Prospectus, Final Prospectus and any Supplementary Material are prepared, the U.S. Preliminary Memorandum and the U.S. Memorandum, as applicable, incorporating the Preliminary Prospectus, the Final Prospectus or any Supplementary Material, as the case may be, prepared for use in connection with the offering for sale of the Units to, or for the account or benefit of, persons in the United States and U.S. Persons, and, forthwith after preparation, any amendment to the U.S. Memorandum. Each of the U.S. Preliminary Memorandum and the U.S. Memorandum shall contain as an exhibit a “Qualified Institutional Buyer Letter” to be delivered by the Underwriter or U.S. Affiliate, as applicable, and completed by Qualified Institutional Buyers, that sets forth the terms and conditions of their potential purchase and the restrictions on the offer, sale, pledge, hypothecation or other transfer and other important terms with respect to their possible purchase of Units; and (iii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, copies of correspondence indicating that the application for the listing and posting for trading on the TSX of the Unit Shares, the Warrant Shares, the Underwriter’s Warrant Shares and the Warrants has been approved for listing subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the TSX (the “Standard Listing Conditions”). (b) During the distribution of the Units: (i) the Corporation and the Underwriter shall approve in writing, a template version of any Marketing Materials reasonably requested to be provided by the Underwriter to any potential investor of Units, such Marketing Materials to comply with Securities Laws. The Corporation shall file a template version of such Marketing Materials with the Canadian Securities Regulators as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Corporation and the Underwriter, and in any event on or before the day the Marketing Materials are first provided to any potential investor of Units, and such filing shall constitute the Underwriter’s authority to use such Marketing Materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the Corporation. The Corporation shall prepare and file with the Securities Commissions a revised template version of any Marketing Materials provided to potential investors of Units where required under Securities Laws; (ii) the Corporation and the Underwriter, on a several basis (and not joint, nor joint and several), covenant and agree: (A) not to provide any potential investor of Units with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Corporation with the Canadian Securities Regulators on or before the day such Marketing Materials are first provided to any potential investor of Units; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Units or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with this section 4(b); (b) the Preliminary Prospectus and the Final Prospectus; and (c) any Standard Term Sheets approved in writing by the Corporation and the Underwriter. (c) The Corporation shall also prepare and deliver promptly to the Underwriter signed copies of all Supplementary Material required to be filed by the Corporation in compliance with the Securities Laws. (d) Delivery of the Preliminary Prospectus, the Final Prospectus, any Supplementary Material and the U.S. Memorandum by the Corporation shall constitute the representation and warranty of the Corporation to the Underwriter that, as at their respective dates of filing: (i) all information and statements (except information and statements relating solely to the Underwriter and provided by the Underwriter in writing) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material and the U.S. Memorandum, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation and the Units; (ii) no material fact or information has been omitted therefrom (except facts or information relating solely to the Underwriter) which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (iii) except with respect to any information relating solely to the Underwriter and provided by the Underwriter in writing, such documents comply in all material respects with the requirements of the Securities Laws. Such deliveries shall also constitute the Corporation’s consent to the Underwriter’s use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material in connection with the distribution of the Units in the Qualifying Jurisdictions and the use of the U.S. Memorandum in connection with the offer and sale of the Units, on a private placement basis, to, or for the account or benefit of, persons in the United States and U.S. Persons in compliance with this Agreement (including Schedule “A” hereto) and available exemption(s) under the U.S. Securities Act, unless otherwise advised in writing. (e) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the U.S. Preliminary Memorandum and the U.S. Memorandum to be delivered to the Underwriter without charge, in such numbers and in such cities as the Underwriter may reasonably request by written instructions to the Corporation’s financial printer of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the U.S. Memorandum given forthwith after the Underwriter has been advised that the Corporation has complied with the Securities Laws in the Qualifying Jurisdictions. Such delivery shall be effected as soon as possible and, in any event, on or before a date which is two Business Days after the Canadian Securities Regulators have issued a receipt for the Preliminary Prospectus and the Final Prospectus, and on or before a date which is two Business Days after the Canadian Securities Regulators issue receipts for or accept for filing, as the case may be, any Supplementary Material.

Deliveries on Filing and Related Matters. (a) The Corporation shall deliver to each of the UnderwriterUnderwriters: (i) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a “long form” comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the UnderwriterUnderwriters, acting reasonably, addressed to the Underwriter Underwriters and the directors of the Corporation, Corporation from each of the Corporation’s Auditor Auditors and the Corporation’s Former Auditors with respect to financial and accounting information relating to the Corporation contained in the Final Prospectus derived from the Corporation’s audited annual financial statements for the years ended December 31Prospectus, 2019 and 2018, and any interim unaudited financial statements incorporated by reference in the Final Prospectus which letter letters shall be based on a review by the Corporation’s Auditors and the Corporation’s Former Auditors within a cut-off date of not more than two Business Days prior to the date of the letterletters, which letter letters shall be in addition to any auditors’ consent letters or comfort letter letters addressed to the Canadian Securities Regulators; and; (ii) as soon as practicable after the Preliminary Prospectus, Final Prospectus and any Supplementary Material are prepared, the U.S. Preliminary Memorandum and the U.S. Memorandum, as applicable, incorporating the Preliminary Prospectus, the Final Prospectus or any Supplementary Material, as the case may be, prepared for use in connection with the offering for sale of the Units to, or for the account or benefit of, persons in the United States and U.S. Persons, and, forthwith after preparation, any amendment to the U.S. Memorandum. Each of the U.S. Preliminary Memorandum and the U.S. Memorandum shall contain as an exhibit a “Qualified Institutional Buyer Letter” to be delivered by the Underwriter Underwriters or U.S. Affiliate, as applicable, and completed by Qualified Institutional Buyers, that sets forth the terms and conditions of their potential purchase and the restrictions on the offer, sale, pledge, hypothecation or other transfer and other important terms with respect to their possible purchase of Units; and (iii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, copies of correspondence indicating that the application for the listing and posting for trading on the TSX of the Unit Shares, the Warrant Shares, the Underwriter’s Shares and Warrant Shares and the Warrants has been approved for listing subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the TSX (the “Standard Listing Conditions”). (b) During the distribution of the Units: (i) the Corporation and the Underwriter Lead Underwriter, on behalf of the Underwriters, shall approve in writing, a template version of any Marketing Materials reasonably requested to be provided by the Underwriter Underwriters to any potential investor of Units, such Marketing Materials to comply with Securities Laws. The Corporation shall file a template version of such Marketing Materials with the Canadian Securities Regulators as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Corporation and the Lead Underwriter, on behalf of the Underwriters, and in any event on or before the day the Marketing Materials are first provided to any potential investor of Units, and such filing shall constitute the Underwriter’s Underwriters' authority to use such Marketing Materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the Corporation. The Corporation shall prepare and file with the Securities Commissions a revised template version of any Marketing Materials provided to potential investors of Units where required under Securities Laws; (ii) the Corporation Corporation, and the UnderwriterUnderwriters, on a several basis (and not joint, nor joint and several), covenant and agree: (A) not to provide any potential investor of Units with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Corporation with the Canadian Securities Regulators on or before the day such Marketing Materials are first provided to any potential investor of Units; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Units or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with this section 4(b); (b) the Preliminary Prospectus and the Final Prospectus; and (c) any Standard Term Sheets approved in writing by the Corporation and the Lead Underwriter. (c) The Corporation shall also prepare and deliver promptly to the Underwriter Underwriters signed copies of all Supplementary Material required to be filed by the Corporation in compliance with the Securities Laws. (d) Delivery of the Preliminary Prospectus, the Final Prospectus, any Supplementary Material and the U.S. Memorandum by the Corporation shall constitute the representation and warranty of the Corporation to the Underwriter Underwriters that, as at their respective dates of filing: (i) all information and statements (except information and statements relating solely to the Underwriter Underwriters and provided by the Underwriter Underwriters in writing) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material and the U.S. Memorandum, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation and the Units; (ii) no material fact or information has been omitted therefrom (except facts or information relating solely to the UnderwriterUnderwriters) which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (iii) except with respect to any information relating solely to the Underwriter Underwriters and provided by the Underwriter Underwriters in writing, such documents comply in all material respects with the requirements of the Securities Laws. Such deliveries shall also constitute the Corporation’s consent to the Underwriter’s Underwriters’ use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material in connection with the distribution of the Units in the Qualifying Jurisdictions and the use of the U.S. Memorandum in connection with the offer and sale of the Units, on a private placement basis, to, or for the account or benefit of, persons in the United States and U.S. Persons in compliance with this Agreement (including Schedule “A” hereto) and available exemption(s) under the U.S. Securities Act, Act unless otherwise advised in writing. (e) The Corporation shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and Prospectus, any Supplementary Material and the U.S. Preliminary Memorandum and the U.S. Memorandum to be delivered to the Underwriter Underwriters without charge, in such numbers and in such cities as the Underwriter Underwriters may reasonably request by written instructions to the Corporation’s financial printer of the Preliminary Prospectus, the Final Prospectus and Prospectus, any Supplementary Material and the U.S. Memorandum given forthwith after the Underwriter has Underwriters have been advised that the Corporation has complied with the Securities Laws in the Qualifying Jurisdictions. Such delivery shall be effected as soon as possible and, in any event, on or before a date which is two Business Days after the Canadian Securities Regulators have issued a receipt for the Preliminary Prospectus and the Final Prospectus, and on or before a date which is two Business Days after the Canadian Securities Regulators issue receipts for or accept for filing, as the case may be, any Supplementary Material.