Common use of Delivery of Offering Documents Clause in Contracts

Delivery of Offering Documents. (1) The Company will deliver without charge to the Underwriters, as soon as practicable, but in any event for deliveries to be made within Toronto, Ontario on the next Business Day after, and for deliveries to be made outside of Txxxxxx, Xxxxxxx, on the second Business Day following, the date that the Preliminary Receipt or Final Receipt, as applicable, is obtained, and thereafter from time to time as requested by the Underwriters, as many commercial copies of the applicable Offering Documents as the Underwriters may reasonably request for the purposes contemplated hereunder and permitted by Applicable Securities Laws, and each such delivery of the Offering Documents will have constituted and shall constitute the consent of the Company to the use of such documents by the Underwriters in connection with the distribution of the Offered Shares, subject to the Underwriters complying with the provisions of Applicable Securities Laws and the provisions of this Underwriting Agreement. (2) Each delivery of the Offering Documents to the Underwriters by the Company in accordance with this Underwriting Agreement will constitute the representation and warranty of the Company to the Underwriters that (except for information and statements relating solely to the Underwriters and furnished by them specifically for use in the Offering Documents), at the respective date of such document: (a) the information and statements contained in each of the Offering Documents (including, for greater certainty, the Documents Incorporated by Reference, except to the extent such Documents Incorporated by Reference have been updated or superseded by information and statements contained in the Offering Documents or a subsequent Document Incorporated by Reference): (i) are true and correct in all material respects and contain no misrepresentation; and (ii) constitute full, true and plain disclosure of all material facts relating to the Offered Shares and the Company; (b) the Prospectus complies as to form in all material respects with Canadian Securities Laws; and (c) each of the U.S. Placement Memorandum and any U.S. Supplementary Material complies in all material respects with U.S. Securities Laws. (3) The Company will also deliver to the Underwriters, prior to the filing of the Final Prospectus, as applicable, unless otherwise indicated: (a) a copy of the Final Prospectus in the form required by Canadian Securities Laws; (b) a copy of any other document filed with, or delivered to, the Securities Commissions by the Company under Canadian Securities Laws in connection with the Offering, including any Supplementary Material and any Document Incorporated by Reference in the Prospectus not previously filed on SEDAR; (c) a copy of the U.S. Placement Memorandum and any U.S. Supplementary Material; (d) evidence satisfactory to the Underwriters of the conditional approval of the listing and posting for trading on the TSX of the Offered Shares, subject only to the satisfaction by the Company of customary post-closing conditions imposed by the TSX in similar circumstances (the “Standard Listing Conditions”); and (e) a “long-form” comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Company, from the Company’s Auditors, and based on a review completed not more than two Business Days prior to the date of the letter, with respect to financial and accounting information relating to the Company included and incorporated by reference in the Final Prospectus, which letter shall be in addition to the auditors’ report contained in the Prospectus and any auditors’ consent letter addressed to the Securities Commissions and filed with or delivered to the Securities Commissions under Canadian Securities Laws. (4) The Company shall deliver to the Underwriters, contemporaneously with, or prior to, any filing of any Supplementary Material, comfort letters and other documents substantially similar to those referred to in Section 3(3), with respect to such Supplementary Material.

Delivery of Offering Documents. (1a) The Company will shall deliver without charge or cause to be delivered to the Underwriters, forthwith: (i) copies of the Initial Canadian Preliminary Prospectus, the Amended and Restated Canadian Preliminary Prospectus, the Canadian Final Prospectus and any Marketing Documents duly signed by the Company as soon required by the laws of all of the Qualifying Jurisdictions; (ii) copies of the Initial Registration Statement, the Amendment No. 1 to the Initial Registration Statement and the Amendment No. 2 to the Initial Registration Statement, in each case signed as practicable, but in required by the U.S. Securities Act and the rules and regulations of the SEC thereunder and any event for deliveries documents included as exhibits to any such registration statement; (iii) copies of any Canadian Prospectus Amendment required to be made within Toronto, Ontario on filed under Section 5 hereof duly signed as required by the next Business Day after, and for deliveries laws of all of the Qualifying Jurisdictions; and (iv) any U.S. Registration Statement Amendment required to be made outside of Txxxxxxfiled under Section 5 hereof, Xxxxxxx, on the second Business Day following, the date that the Preliminary Receipt or Final Receipt, signed as applicable, is obtained, and thereafter from time to time as requested required by the UnderwritersU.S. Securities Act and the rules and regulations of the SEC thereunder and any documents included as exhibits to the U.S. Registration Statement Amendment; provided, that with respect to clauses (a)(i) and (iii) above, if the documents are available on SEDAR+, they shall be deemed to have been delivered to the Underwriters as many required by this Section 12(2); and with respect to clauses (a)(ii) and (iv) above, if the documents are available on XXXXX, they shall be deemed to have been delivered to the Underwriters as required by this Section 12(2). (b) The Company shall forthwith cause to be delivered to the Underwriters in such cities in the Offering Jurisdictions as they may reasonably request, without charge, such numbers of commercial copies of the applicable Canadian Offering Documents as the Underwriters may reasonably request for the purposes contemplated hereunder and permitted by Applicable Securities Laws, and each such delivery of the Offering Documents will have constituted and shall constitute the consent of the Company to the use of such documents by the Underwriters in connection with the distribution of the Offered Shares, subject to the Underwriters complying with the provisions of Applicable Securities Laws and the provisions of this Underwriting Agreement. (2) Each delivery of the Offering Documents to the Underwriters by the Company in accordance with this Underwriting Agreement will constitute the representation and warranty of the Company to the Underwriters that (except for information and statements relating solely to the Underwriters and furnished by them specifically for use in the U.S. Offering Documents), at the respective date of such document: (a) the information and statements contained excluding in each of the Offering Documents (including, for greater certainty, case the Documents Incorporated by Reference, except to as the extent Underwriters shall reasonably require. The Company agrees that such Documents Incorporated by Reference have been updated or superseded by information and statements contained deliveries shall be effected as soon as possible and, in the Offering Documents or a subsequent Document Incorporated by Reference): any event, (i) are true in Toronto - 41 - Underwriting Agreement and correct New York not later than 12:00 noon (Toronto time) on April 17, 2024, and in all material respects other cities by 12:00 noon local time, on the next Business Day, with respect to the Canadian Amended and contain no misrepresentation; Restated Preliminary Prospectus and the U.S. Preliminary Prospectus and the Time of Sale Prospectus, and (ii) constitute full, true in Toronto and plain disclosure of all material facts relating New York with respect to the Offered Shares Canadian Final Prospectus, the U.S. Amended and Restated Preliminary Prospectus by 12:00 noon (Toronto time) on the Business Day following the delivery by the Commission of the Dual Prospectus Receipt for the Canadian Final Prospectus or Canadian Prospectus Amendment, as the case may be, and in all other cities by 12:00 noon local time, on the next Business Day, provided that the Underwriters have given the Company written instructions as to the number of copies required and the Company; (b) the Prospectus complies as places to form in all material respects with Canadian Securities Laws; and (c) each of the U.S. Placement Memorandum and any U.S. Supplementary Material complies in all material respects with U.S. Securities Laws. (3) The Company will also deliver which such copies are to the Underwriters, be delivered not less than 24 hours prior to the filing time requested for delivery. Such delivery shall also confirm that the Company consents to the use by the Underwriters and Selling Firms of the Final Prospectus, as applicable, unless otherwise indicated: (a) a copy of the Final Prospectus in the form required by Canadian Securities Laws; (b) a copy of any other document filed with, or delivered to, the Securities Commissions by the Company under Canadian Securities Laws Offering Documents in connection with the Offering, including any Supplementary Material and any Document Incorporated by Reference in the Prospectus not previously filed on SEDAR; (c) a copy of the U.S. Placement Memorandum and any U.S. Supplementary Material; (d) evidence satisfactory to the Underwriters of the conditional approval of the listing and posting for trading on the TSX Distribution of the Offered Shares, subject only to Shares in compliance with the satisfaction by the Company provisions of customary post-closing conditions imposed by the TSX in similar circumstances (the “Standard Listing Conditions”); and (e) a “long-form” comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Company, from the Company’s Auditors, and based on a review completed not more than two Business Days prior to the date of the letter, with respect to financial and accounting information relating to the Company included and incorporated by reference in the Final Prospectus, which letter shall be in addition to the auditors’ report contained in the Prospectus and any auditors’ consent letter addressed to the Securities Commissions and filed with or delivered to the Securities Commissions under Canadian Securities Lawsthis Agreement. (4) The Company shall deliver to the Underwriters, contemporaneously with, or prior to, any filing of any Supplementary Material, comfort letters and other documents substantially similar to those referred to in Section 3(3), with respect to such Supplementary Material.

Delivery of Offering Documents. (1a) The Company will shall deliver without charge or cause to be delivered to the Underwriters, forthwith: (i) copies of the Initial Canadian Preliminary Prospectus, the Amended and Restated Canadian Preliminary Prospectus, the Canadian Final Prospectus and any Marketing Documents duly signed by the Company as soon required by the laws of all of the Qualifying Jurisdictions; (ii) copies of the Initial Registration Statement, the Amendment No. 1 to the Initial Registration Statement and the Amendment No. 2 to the Initial Registration Statement, in each case signed as practicable, but in required by the U.S. Securities Act and the rules and regulations of the SEC thereunder and any event for deliveries documents included as exhibits to any such registration statement; (iii) copies of any Canadian Prospectus Amendment required to be made within Toronto, Ontario on filed under Section 5 hereof duly signed as required by the next Business Day after, and for deliveries laws of all of the Qualifying Jurisdictions; and (iv) any U.S. Registration Statement Amendment required to be made outside of Txxxxxxfiled under Section 5 hereof, Xxxxxxx, on the second Business Day following, the date that the Preliminary Receipt or Final Receipt, signed as applicable, is obtained, and thereafter from time to time as requested required by the UnderwritersU.S. Securities Act and the rules and regulations of the SEC thereunder and any documents included as exhibits to the U.S. Registration Statement Amendment; provided, that with respect to clauses (a)(i) and (iii) above, if the documents are available on SEDAR, they shall be deemed to have been delivered to the Underwriters as many required by this Section 12(2); and clauses (a)(ii) and (iv) above, if the documents are available on XXXXX, they shall be deemed to have been delivered to the Underwriters as required by this Section 12(2). (b) The Company shall forthwith cause to be delivered to the Underwriters in such cities in the Offering Jurisdictions as they may reasonably request, without charge, such numbers of commercial copies of the applicable Canadian Offering Documents as the Underwriters may reasonably request for the purposes contemplated hereunder and permitted by Applicable Securities Laws, and each such delivery of the Offering Documents will have constituted and shall constitute the consent of the Company to the use of such documents by the Underwriters in connection with the distribution of the Offered Shares, subject to the Underwriters complying with the provisions of Applicable Securities Laws and the provisions of this Underwriting Agreement. (2) Each delivery of the Offering Documents to the Underwriters by the Company in accordance with this Underwriting Agreement will constitute the representation and warranty of the Company to the Underwriters that (except for information and statements relating solely to the Underwriters and furnished by them specifically for use in the U.S. Offering Documents), at the respective date of such document: (a) the information and statements contained excluding in each of the Offering Documents (including, for greater certainty, case the Documents Incorporated by Reference, except to as the extent Underwriters shall reasonably require. The Company agrees that such Documents Incorporated by Reference have been updated or superseded by information and statements contained deliveries shall be effected as soon as possible and, in the Offering Documents or a subsequent Document Incorporated by Reference): any event, (i) are true in Toronto and correct New York not later than 12:00 noon (Toronto time) on April 30, 2020, and in all material respects other cities by 12:00 noon local time, on the next Business Day, with respect to the Canadian Amended and contain no misrepresentation; Restated Preliminary Prospectus and the U.S. Preliminary Prospectus and the Time of Sale Prospectus, and (ii) constitute full, true in Toronto and plain disclosure of all material facts relating New York with respect to the Offered Shares Canadian Final Prospectus, the U.S. Amended and Restated Preliminary Prospectus by 12:00 noon (Toronto time) on the Business Day following the delivery by the Commission of the Dual Prospectus Receipt for the Canadian Final Prospectus or Canadian Prospectus Amendment, as the case may be, and in all other cities by 12:00 noon local time, on the next Business Day, provided that the Underwriters have given the Company written instructions as to the number of copies required and the Company; (b) the Prospectus complies as places to form in all material respects with Canadian Securities Laws; and (c) each of the U.S. Placement Memorandum and any U.S. Supplementary Material complies in all material respects with U.S. Securities Laws. (3) The Company will also deliver which such copies are to the Underwriters, be delivered not less than 24 hours prior to the filing time requested for delivery. Such delivery shall also confirm that the Company consents to the use by the Underwriters and Selling Firms of the Final Prospectus, as applicable, unless otherwise indicated: (a) a copy of the Final Prospectus in the form required by Canadian Securities Laws; (b) a copy of any other document filed with, or delivered to, the Securities Commissions by the Company under Canadian Securities Laws Offering Documents in connection with the Offering, including any Supplementary Material and any Document Incorporated by Reference in the Prospectus not previously filed on SEDAR; (c) a copy of the U.S. Placement Memorandum and any U.S. Supplementary Material; (d) evidence satisfactory to the Underwriters of the conditional approval of the listing and posting for trading on the TSX Distribution of the Offered Shares, subject only to Shares in compliance with the satisfaction by the Company provisions of customary post-closing conditions imposed by the TSX in similar circumstances (the “Standard Listing Conditions”); and (e) a “long-form” comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Company, from the Company’s Auditors, and based on a review completed not more than two Business Days prior to the date of the letter, with respect to financial and accounting information relating to the Company included and incorporated by reference in the Final Prospectus, which letter shall be in addition to the auditors’ report contained in the Prospectus and any auditors’ consent letter addressed to the Securities Commissions and filed with or delivered to the Securities Commissions under Canadian Securities Lawsthis Agreement. (4) The Company shall deliver to the Underwriters, contemporaneously with, or prior to, any filing of any Supplementary Material, comfort letters and other documents substantially similar to those referred to in Section 3(3), with respect to such Supplementary Material.

Delivery of Offering Documents. (1) The Company will deliver without charge to the Underwriters, as soon as practicable, but in any event for deliveries to be made within Toronto, Ontario on the next Business Day after, and for deliveries to be made outside after the filing of Txxxxxx, Xxxxxxx, on the second Business Day following, the date that the Preliminary Receipt or Final Receipt, as applicable, is obtained, Prospectus Supplement and thereafter from time to time as requested by the Underwriters, as many commercial copies of the applicable Offering Documents as the Underwriters may reasonably request for the purposes contemplated hereunder and permitted by Applicable Securities Laws, and each such delivery of the Offering Documents will have constituted and shall constitute the consent of the Company to the use of such documents by the Underwriters in connection with the distribution of the Offered SharesUnits, subject to the Underwriters complying with the provisions of Applicable Securities Laws and the provisions of this Underwriting Agreement. (2) Each delivery of the Offering Documents to the Underwriters by the Company in accordance with this Underwriting Agreement will constitute the representation and warranty of the Company to the Underwriters that (except for information and statements relating solely to the Underwriters and furnished by them specifically for use in the Offering Documents), at the respective date of such document: (a) the information and statements contained in each of the Offering Documents (including, for greater certainty, the Documents Incorporated by Reference, except to the extent such Documents Incorporated by Reference have been updated or superseded by information and statements contained in the Offering Documents or a subsequent Document Incorporated by Reference): (i) are true and correct in all material respects and contain no misrepresentation; and (ii) constitute full, true and plain disclosure of all material facts relating to the Offered Shares Units and the Company; (b) the Prospectus complies as to form in all material respects with Canadian Securities Laws; and (c) each of the U.S. Placement Memorandum and any U.S. Supplementary Material complies in all material respects with U.S. Securities Laws. (3) The Company will also deliver to the Underwriters, prior to the filing of the Final ProspectusProspectus Supplement, as applicable, unless otherwise indicated: (a) a copy of the Final Prospectus Supplement in the form required by Canadian Securities Laws; (b) a copy of any other document filed with, or delivered to, the Securities Commissions by the Company under Canadian Securities Laws in connection with the Offering, including any Supplementary Material and any Document Incorporated by Reference in the Prospectus not previously filed on SEDAR; (c) a copy of the U.S. Placement Memorandum and any U.S. Supplementary Material; (d) evidence satisfactory to the Underwriters of the conditional approval filing of the listing and posting for trading on requisite CSE - Form 8 pursuant to the TSX policies of the Offered Shares, subject only Exchange to give notice of the satisfaction by the Company of customary post-closing conditions imposed by the TSX in similar circumstances (the “Standard Listing Conditions”)Offering;; and (e) a “long-form” comfort letter dated the date of the Final ProspectusProspectus Supplement, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Company, from the Company’s Auditors, and based on a review completed not more than two Business Days prior to the date of the letter, with respect to financial and accounting information relating to the Company included and incorporated by reference in the Final Prospectus, which letter shall be in addition to the auditors’ report contained in the Prospectus and any auditors’ consent letter addressed to the Securities Commissions and filed with or delivered to the Securities Commissions under Canadian Securities Laws. (4) The Company shall deliver to the Underwriters, contemporaneously with, or prior to, any filing of any Supplementary Material, comfort letters and other documents substantially similar to those referred to in Section 3(3), with respect to such Supplementary Material.