Common use of Discretion of Securities Holder Clause in Contracts

Discretion of Securities Holder. (a) In connection with any Securities Holder Public Sale Event, subject to the provisions of this Agreement, the Securities Holder requesting a Demand Registration (if such Public Sale Event was initiated by an individual Securities Holder) or the Initiating Securities Holders owning a majority of the aggregate number of shares of Registerable Common that all such Initiating Securities Holders are seeking to include in such Public Sale Event (if such Public Sale Event was initiated by Initiating Securities Holders), in its or their sole discretion, as the case may be, shall determine whether (i) to proceed with, withdraw from or terminate such proposed Securities Holder Public Sale Event, (ii) to enter into one or more Purchase Agreements for such Securities Holder Public Sale Event and (iii) to take such actions as may be necessary to close the sale of Registerable Common contemplated by such offering, including, without limitation, waiving any conditions to closing such sale which have not been fulfilled. (b) Subject to subsection 2.4(c), in the event that the Securities Holder or the Initiating Securities Holders, as the case may be, determine(s) pursuant to subsection 2.4(a) not to proceed with a Demand Registration of Registerable Common at any time before (i) the Registration Statement with respect to such Demand Registration has been declared effective by the Commission or (ii) a final receipt has been issued by the applicable Canadian Securities Authority for the Canadian Prospectus, as applicable, and such Securities Holder or Initiating Securities Holders, as the case may be, reimburse(s) the Company for all reasonable fees, costs and expenses in connection therewith, then all Securities Holder Sale Notices delivered in respect of such Demand Registration shall be deemed null and void and shall not constitute a request for Demand Registration under subsection 2.1 by any Securities Holder or Initiating Securities Holders. (c) If the Securities Holder or the Initiating Securities Holders, as the case may be, determine(s) pursuant to subsection 2.4(a) not to proceed with a Demand Registration (i) at any time at the request of the Company or (ii) as a result of a Material Adverse Change at any time, then, in either such case, such Securities Holder or Initiating Securities Holders, as the case may be, will not be required to reimburse the Company for the fees, costs and expenses in connection with such Demand Registration and all Securities Holder Sale Notices delivered in respect of such Demand Registration shall be deemed null and void and shall not constitute a request for Demand Registration under subsection 2.1 by any Securities Holder or Initiating Securities Holders.

Discretion of Securities Holder. (a) In connection with any Securities Holder Public Sale Event, subject to the provisions of this Agreement, the Securities Holder requesting a Demand Registration (if such Public Sale Event was initiated by an individual Securities Holder) or the Initiating Securities Holders owning a majority of the aggregate number of shares of Registerable Common that all such Initiating Securities Holders are seeking to include in such Public Sale Event (if such Public Sale Event was initiated by Initiating Securities Holders), in its or their sole discretion, as the case may be, shall determine whether (i) to proceed with, withdraw from or terminate such proposed Securities Holder Public Sale Event, (ii) to enter into one or more Purchase Agreements for such Securities Holder Public Sale Event and (iii) to take such actions as may be necessary to close the sale of Registerable Common contemplated by such offering, including, without limitation, waiving any conditions to closing such sale which have not been fulfilled. (b) Subject to subsection 2.4(c), in the event that the Securities Holder or the Initiating Securities Holders, as the case may be, determine(s) pursuant to subsection 2.4(a) not to proceed with a Demand Registration of Registerable Common (i) at any time before (i) the Registration Statement with respect to such Demand Registration has been declared effective by the Commission or (ii) as a final receipt result of a Material Adverse Change, at any time after the Registration Statement with respect to such Demand Registration has been issued declared effective by the applicable Canadian Securities Authority for the Canadian ProspectusCommission, as applicableand, and in either such case, such Securities Holder or Initiating Securities Holders, as the case may be, reimburse(s) the Company for all reasonable fees, costs and expenses in connection therewith, then all Securities Holder Sale Notices delivered in respect of such Demand Registration shall be deemed null and void and shall not constitute a request for Demand Registration under subsection 2.1 by any Securities Holder or Initiating Securities Holders. (c) If the Securities Holder or the Initiating Securities Holders, as the case may be, determine(s) pursuant to subsection 2.4(a) not to proceed with a Demand Registration (i) at any time at the request of the Company or (ii) as a result of a Material Adverse Change at any timebefore the Registration Statement with respect to such Demand Registration has been declared effective by the Commission, then, in either such case, such Securities Holder or Initiating Securities Holders, as the case may be, will not be required to reimburse the Company for the fees, costs and expenses in connection with such Demand Registration and all Securities Holder Sale Notices delivered in respect of such Demand Registration shall be deemed null and void and shall not constitute a request for Demand Registration under subsection 2.1 by any Securities Holder or Initiating Securities Holders.

Discretion of Securities Holder. (a) In connection with any Securities Holder Public Sale Event, subject to the provisions of this Agreement, the Securities Holder requesting a Demand Registration (if such Public Sale Event was initiated by an individual Securities Holder) or the Initiating Securities Holders owning a majority of the aggregate number of shares principal amount of Registerable Common Notes that all such Initiating Securities Holders are seeking to include in such Securities Holder Public Sale Event (if such Public Sale Event was initiated by Initiating Securities Holders)Event, in its or their sole discretion, as the case may be, shall determine whether (i) to proceed with, withdraw from or terminate such proposed Securities Holder Public Sale Event, (ii) to enter into one or more Purchase Agreements for such Securities Holder Public Sale Event and (iii) to take such actions as may be necessary to close the sale of Registerable Common Notes contemplated by such offering, including, without limitation, waiving any conditions to closing such sale which have not been fulfilled. (b) Subject to subsection 2.4(c), in the event that the Securities Holder or the Initiating Securities Holders, as the case may be, determine(s) pursuant to subsection 2.4(a) not to proceed with a Demand Registration of Registerable Common Notes at any time before (i) the Registration Statement with respect to such Demand Registration has been declared effective by the Commission or (ii) a final receipt has been issued by the applicable Canadian Securities Authority for the Canadian Prospectus, as applicable, and such Securities Holder or Initiating Securities Holders, as the case may be, reimburse(s) the Company for all reasonable fees, costs and expenses in connection therewith, then all Securities Holder Sale Notices delivered in respect of such Demand Registration shall be deemed null and void and shall not constitute a request for Demand Registration under subsection 2.1 by any Securities Holder or Initiating Securities Holders.Initiating (c) If the Securities Holder or the Initiating Securities Holders, as the case may be, determine(s) pursuant to subsection 2.4(a) not to proceed with a Demand Registration (i) at any time at the request of the Company or (ii) as a result of a Material Adverse Change at any time, then, in either such case, such Securities Holder or Initiating Securities Holders, as the case may be, will not be required to reimburse the Company for the fees, costs and expenses in connection with such Demand Registration and all Securities Holder Sale Notices delivered in respect of such Demand Registration shall be deemed null and void and shall not constitute a request for Demand Registration under subsection 2.1 by any Securities Holder or Initiating Securities Holders.