Common use of Distribution of Offering Materials Clause in Contracts

Distribution of Offering Materials. The Company has not distributed and will not distribute, during the term of this Agreement, any “marketing materials” (as defined in National Instrument 41-101 – General Prospectus Requirements) solely connected to the offering and sale of the Shares other than the Registration Statement, the Prospectuses or any Permitted Free Writing Prospectus reviewed and consented to by the Agents and included in an Agency Transaction Notice, provided that the Agents, severally and not jointly, covenant with the Company not to take any action that would result in the Company being required to file with the Canadian Qualifying Authorities any “marketing materials” that otherwise would not be required to be filed by the Company, but for the action of the Agents.

Distribution of Offering Materials. The Company has not distributed and will not distribute, during the term of this Agreement, any “marketing materials” (as defined in National Instrument 41-101 – General Prospectus Requirements) solely connected to in connection with the offering and sale of the Shares other than the Registration Statement, the Prospectuses or any Permitted Free Writing Prospectus reviewed and consented to by the Agents and included in an Agency Transaction NoticeNotice or Terms Agreement, provided that the Agents, severally and not jointly, covenant each Agent covenants with the Company not to take any action that would result in the Company being required to file with the Canadian Qualifying Authorities any “marketing materials” that otherwise would not be required to be filed by the Company, but for the action of the Agentssuch Agent.

Distribution of Offering Materials. The Company has not distributed and will not distribute, during the term of this Agreement, any “marketing materials” (as defined in National Instrument 41-101 – General Prospectus Requirements) solely connected to in connection with the offering and sale of the Shares other than the Registration Statement, the Prospectuses or any Permitted Free Writing Prospectus reviewed and consented to by the Agents and included in an Agency Transaction Notice, provided that the Agents, severally and not jointly, covenant with the Company not to take any action that would result in the Company being required to file with the Canadian Qualifying Authorities any “marketing materials” that otherwise would not be required to be filed by the Company, but for the action of the Agents.

Distribution of Offering Materials. The Company Corporation has not distributed and will not distribute, during the term of this Agreement, any “marketing materials” (as defined in National Instrument 41-101 – General Prospectus Requirements) solely connected to in connection with the offering and sale of the Placement Shares other than the Registration Statement, the Prospectuses or any Permitted Issuer Free Writing Prospectus reviewed and consented to by the Agents and included in an Agency Transaction Noticea Placement Notice (as described in clause (a)(i) above), provided that the Agents, severally and not jointly, covenant with the Company Corporation not to take any action that would result in the Company Corporation being required to file with the Canadian Qualifying Authorities any “marketing materials” that otherwise would not be required to be filed by the CompanyCorporation, but for the action of the Agents.

Distribution of Offering Materials. The Company has not distributed and will not distribute, during the term of this Agreement, any “"marketing materials” " (as defined in National Instrument 41-101 – - General Prospectus Requirements) solely connected to the offering and sale of the Shares other than the Registration Statement, the Prospectuses or any Permitted Free Writing Prospectus reviewed and consented to by the Agents and included in an Agency Transaction Notice, provided that the Agents, severally and not jointly, covenant with the Company not to take any action that would result in the Company being required to file with the Canadian Qualifying Authorities any “"marketing materials” " that otherwise would not be required to be filed by the Company, but for the action of the Agents.

Distribution of Offering Materials. The Company has not distributed and will not distribute, during the term of this Agreement, any “marketing materials” (as defined in National Instrument 41-101 – General Prospectus Requirements) solely connected to in connection with the offering and sale of the Placement Shares other than the Registration Statement, the Prospectuses or any Permitted Free Writing Prospectus free writing prospectus reviewed and consented to by the Agents and included in an Agency Transaction NoticeAgents, provided that each of the Agents, severally and not jointly, covenant Agents covenants with the Company not to take any action that would result in the Company being required to file with the Canadian Qualifying Authorities any “marketing materials” that otherwise would not be required to be filed by the Company, but for the action of the Agents.

Distribution of Offering Materials. The Company has not distributed and will not distribute, during the term of this Agreement, any “marketing materials” (as defined in National Instrument 41-101 – General Prospectus Requirements) solely connected to in connection with the offering and sale of the Placement Shares other than the Registration Statement, the Time of Sale Prospectus, the Prospectuses or any Permitted Issuer Free Writing Prospectus reviewed and consented to by the Agents and included in an Agency Transaction Noticea Placement Notice (as described in clause (a) (i) above), provided that the Agents, Agents (severally and not jointly, ) covenant with the Company not to take any action that would result in the Company being required to file with the Canadian Qualifying Authorities any “marketing materials” that otherwise would not be required to be filed by the Company, but for the action of the Agents.

Distribution of Offering Materials. The Company Corporation has not distributed and will not distribute, during the term of this Agreement, any “marketing materials” (as defined in National Instrument 41-101 – — General Prospectus Requirements) solely connected to in connection with the offering and sale of the Placement Shares other than the Registration Statement, the Prospectuses or any Permitted Issuer Free Writing Prospectus reviewed and consented to by the Agents and included in an Agency Transaction Noticea Placement Notice (as described in clause (a)(i) above), provided that the Agents, severally and not jointly, covenant with the Company Corporation not to take any action that would result in the Company Corporation being required to file with the Canadian Qualifying Authorities any “marketing materials” that otherwise would not be required to be filed by the CompanyCorporation, but for the action of the Agents.

Distribution of Offering Materials. The Company Corporation has not distributed and will not distribute, during the term of this Agreement, any “marketing materials” (as defined in National Instrument NI 41-101 – General Prospectus Requirements) solely connected to in connection with the offering and sale of the Placement Shares other than the Registration Statement, the Prospectuses or any Permitted Issuer Free Writing Prospectus reviewed and consented to by the Agents and included in an Agency Transaction Noticea Placement Notice (as described in Section 10.1(a) above), provided that the Agents, severally and not jointly, covenant with the Company Corporation not to take any action that would result in the Company Corporation being required to file with the Canadian Qualifying Authorities any “marketing materials” that otherwise would not be required to be filed by the CompanyCorporation, but for the action of the Agents.

Distribution of Offering Materials. The Company Corporation has not distributed and will not distribute, during the term of this Agreement, any “"marketing materials” " (as defined in National Instrument 41-101 – - General Prospectus Requirements) solely connected to in connection with the offering and sale of the Placement Shares other than the Registration Statement, the Prospectuses or any Permitted Issuer Free Writing Prospectus reviewed and consented to by the Agents and included in an Agency Transaction Noticea Placement Notice (as described in Section 9(a)(i)), provided that the Agents, severally and not jointly, covenant with the Company Corporation not to take any action that would result in the Company Corporation being required to file with the Canadian Qualifying Authorities any “"marketing materials” " that otherwise would not be required to be filed by the CompanyCorporation, but for the action of the Agents.

Distribution of Offering Materials. The Company has not distributed and will not distribute, during the term of this Agreement, any “"marketing materials” " (as defined in National Instrument 41-101 – - General Prospectus Requirements) solely connected to in connection with the offering and sale of the Shares other than the Registration Statement, the Prospectuses or any Permitted Free Writing Prospectus reviewed and consented to by the Agents Sales Agent and included in an Agency Transaction NoticeNotice or Terms Agreement, provided that the Agents, severally and not jointly, covenant Sales Agent covenants with the Company not to take any action that would result in the Company being required to file with the Canadian Qualifying Authorities any “"marketing materials” " that otherwise would not be required to be filed by the Company, but for the action of the AgentsSales Agent.

Distribution of Offering Materials. The Company has not distributed and will not distribute, during the term of this Agreement, any “marketing materials” (as defined in National Instrument 41-101 – General Prospectus Requirements) solely connected to in connection with the offering and sale of the Shares other than the Registration Statement, the Prospectuses or any Permitted Free Writing Prospectus reviewed and consented to by the Agents Sales Agent and included in an Agency Transaction NoticeNotice or Terms Agreement, provided that the Agents, severally and not jointly, covenant Sales Agent covenants with the Company not to take any action that would result in the Company being required to file with the Canadian Qualifying Authorities any “marketing materials” that otherwise would not be required to be filed by the Company, but for the action of the AgentsSales Agent.

Distribution of Offering Materials. The Company has not distributed and will not distribute, during the term of this Agreement, any “marketing materials” (as defined in National Instrument 41-101 – General Prospectus Requirements) solely connected to in connection with the offering and sale of the Shares other than the Registration Statement, the Prospectuses or any Permitted Free Writing Prospectus reviewed and consented to by the Agents BMOCM and included in an Agency Transaction NoticeNotice or Terms Agreement, provided that the Agents, severally and not jointly, covenant BMOCM covenants with the Company not to take any action that would result in the Company being required to file with the Canadian Qualifying Authorities any “marketing materials” that otherwise would not be required to be filed by the Company, but for the action of the AgentsBMOCM.

Distribution of Offering Materials. The Company Corporation has not distributed and will not distribute, during the term of this Agreement, any “marketing materials” (as defined in National Instrument NI 41-101 – General Prospectus Requirements101) solely connected to in connection with the offering and sale of the Placement Shares other than the Registration Statement, the Prospectuses or any Permitted Issuer Free Writing Prospectus reviewed and consented to by the Agents and included in an Agency Transaction Noticea Placement Notice (as described in clause (a)(i) above), provided that the Agents, severally and not jointly, covenant with the Company Corporation not to take any action that would result in the Company Corporation being required to file with the Canadian Qualifying Authorities any “marketing materials” that otherwise would not be required to be filed by the CompanyCorporation, but for the action of the Agents.

Distribution of Offering Materials. The Company has not distributed and will not distribute, during the term of this Agreement, any “marketing materials” (as defined in National Instrument 41-101 – General Prospectus Requirements) solely connected to in connection with the offering and sale of the Offered Shares other than the Registration Statement, the Prospectuses or any Permitted Free Writing Prospectus reviewed and consented to by the Agents and included in an Agency Transaction Notice, provided that the Agents, severally and not jointly, covenant with the Company not to take any action that would result in the Company being required to file with the Canadian Qualifying Authorities any “marketing materials” that otherwise would not be required to be filed by the Company, but for the action of the Agents.

Distribution of Offering Materials. The Company Corporation has not distributed and will not distribute, during the term of this Agreement, any “"marketing materials” " (as defined in National Instrument NI 41-101 – General Prospectus Requirements) solely connected to in connection with the offering and sale of the Placement Shares other than the Registration Statement, the Prospectuses or any Permitted Issuer Free Writing Prospectus reviewed and consented to by the Agents and included in an Agency Transaction Noticea Placement Notice (as described in Section 10.1(a) above), provided that the Agents, severally and not jointly, covenant with the Company Corporation not to take any action that would result in the Company Corporation being required to file with the Canadian Qualifying Authorities any “"marketing materials” " that otherwise would not be required to be filed by the CompanyCorporation, but for the action of the Agents.

Distribution of Offering Materials. The Company Corporation has not distributed and will not distribute, during the term of this Agreement, any “marketing materials” (as defined in National Instrument 41-101 – — General Prospectus Requirements) solely connected to in connection with the offering and sale of the Placement Shares other than the Registration Statement, the Prospectuses or any Permitted Issuer Free Writing Prospectus reviewed and consented to by the Agents and included in an Agency Transaction Noticea Placement Notice (as described in clause (a) (i) above), provided that the Agents, severally and not jointly, covenant with the Company Corporation not to take any action that would result in the Company Corporation being required to file with the Canadian Qualifying Authorities any “marketing materials” that otherwise would not be required to be filed by the CompanyCorporation, but for the action of the Agents.

Distribution of Offering Materials. The Company has not distributed and will not distribute, during the term of this Agreement, any “"marketing materials” " (as defined in National Instrument 41-101 – - General Prospectus Requirements) solely connected to in connection with the offering and sale of the Shares other than the Registration Statement, the Prospectuses or any Permitted Free Writing Prospectus reviewed and consented to by the Agents BMOCM and included in an Agency Transaction NoticeNotice or Terms Agreement, provided that the Agents, severally and not jointly, covenant BMOCM covenants with the Company not to take any action that would result in the Company being required to file with the Canadian Qualifying Authorities any “"marketing materials” " that otherwise would not be required to be filed by the Company, but for the action of the AgentsBMOCM.

Distribution of Offering Materials. The Company has not distributed and will not distribute, during the term of this Agreement, any “"marketing materials” " (as defined in National Instrument 41-101 – - General Prospectus Requirements) solely connected to in connection with the offering and sale of the Shares other than the Registration Statement, the Prospectuses or any Permitted Free Writing Prospectus reviewed and consented to by the Agents Agent and included in an Agency Transaction NoticeNotice or Terms Agreement, provided that the Agents, severally and not jointly, covenant Agent covenants with the Company not to take any action that would result in the Company being required to file with the Canadian Qualifying Authorities any “"marketing materials” " that otherwise would not be required to be filed by the Company, but for the action of the Agentssuch Agent.

Distribution of Offering Materials. The Company has not distributed and will not distribute, during the term of this Agreement, any “marketing materials” (as defined in National Instrument 41-101 – - General Prospectus Requirements) solely connected to in connection with the offering and sale of the Shares other than the Registration Statement, the Prospectuses or any Permitted Free Writing Prospectus reviewed and consented to by the Agents BMOCM and included in an Agency Transaction NoticeNotice or Terms Agreement, provided that the Agents, severally and not jointly, covenant BMOCM covenants with the Company not to take any action that would result in the Company being required to file with the Canadian Qualifying Authorities any “marketing materials” that otherwise would not be required to be filed by the Company, but for the action of the AgentsBMOCM.

Distribution of Offering Materials. The Company Corporation has not distributed and will not distribute, during the term of this Agreement, any “marketing materials” (as defined in National Instrument 41-101 – — General Prospectus Requirements) solely connected to in connection with the offering and sale of the Placement Shares other than the Registration StatementStatements, the Prospectuses or any Permitted Issuer Free Writing Prospectus reviewed and consented to by the Agents and included in an Agency Transaction Noticea Placement Notice (as described in clause (a) (i) above), provided that the Agents, severally and not jointly, covenant with the Company Corporation not to take any action that would result in the Company Corporation being required to file with the Canadian Qualifying Authorities any “marketing materials” that otherwise would not be required to be filed by the CompanyCorporation, but for the action of the Agents.

Distribution of Offering Materials. The Company Corporation has not distributed and will not distribute, during the term of this Agreement, any “marketing materials” (as defined in National Instrument 41-101 – General Prospectus Requirements) solely connected to in connection with the offering and sale of the Placement Shares other than the Registration Statement, the Prospectuses or any Permitted Issuer Free Writing Prospectus reviewed and consented to by the Agents and included in an Agency Transaction Notice, a Placement Notice (as described in clause (a)(i) above); provided that the Agents, severally and not jointly, covenant with the Company Corporation not to take any action that would result in the Company Corporation being required to file or deliver with the Canadian Qualifying Authorities any “marketing materials” that otherwise would not be required to be filed or delivered by the CompanyCorporation, but for the action of the Agents.

Distribution of Offering Materials. The Company has not distributed and will not distribute, during the term of this Agreement, any “‘marketing materials” ’ (as defined in National Instrument 41-101 – General Prospectus Requirements) solely connected to in connection with the offering and sale of the Shares other than the Registration Statement, the Prospectuses or any Permitted Free Writing Prospectus reviewed and consented to by the Agents and included in an Agency Transaction NoticeNotice or Terms Agreement, provided that the Agents, severally and not jointly, Agents covenant with the Company not to take any action that would result in the Company being required to file with the Canadian Qualifying Authorities any “‘marketing materials” ’ that otherwise would not be required to be filed by the Company, but for the action of the such Agents.

Distribution of Offering Materials. The Company Corporation has not distributed and will not distribute, during the term of this Agreement, any “marketing materials” (as defined in National Instrument NI 41-101 – General Prospectus Requirements101) solely connected to in connection with the offering and sale of the Placement Shares other than the Registration Statement, the Prospectuses or any Permitted Issuer Free Writing Prospectus reviewed and consented to by the Agents and included in an Agency Transaction Noticea Placement Notice (as described in clause (a) above), provided that the Agents, severally and not jointly, covenant with the Company Corporation not to take any action that would result in the Company Corporation being required to file with the Canadian Qualifying Authorities any “marketing materials” that otherwise would not be required to be filed by the CompanyCorporation, but for the action of the Agents.

Distribution of Offering Materials. The Company has Corporation and the Agents have not distributed and will not distribute, during the term of this Agreement, any “marketing materials” (as defined in National Instrument 41-101 – General Prospectus Requirements) solely connected to in connection with the offering and sale of the Placement Shares other than the Registration Statement, the Prospectuses Prospectuses, the Disclosure Package or any Permitted Issuer Free Writing Prospectus reviewed and consented to by the Agents and included in an Agency Transaction Noticea Placement Notice (as described in clause (a)(i) above), provided that the Agents, severally and not jointly, Agents covenant with the Company Corporation not to take any action that would result in the Company Corporation being required to file with the Canadian Qualifying Authorities any “marketing materials” that otherwise would not be required to be filed by the CompanyCorporation, but for the action of the Agents.

Distribution of Offering Materials. The Company has not distributed and will not distribute, during the term of this Agreement, any “marketing materials” (as defined in National Instrument 41-101 – - General Prospectus Requirements) solely connected to in connection with the offering and sale of the Shares other than the Registration Statement, the Prospectuses or any Permitted Free Writing Prospectus reviewed and consented to by the Agents and included in an Agency Transaction Notice, provided that the Agents, severally and not jointly, covenant with the Company not to take any action that would result in the Company being required to file with the Canadian Qualifying Authorities any “marketing materials” that otherwise would not be required to be filed by the Company, but for the action of the Agents.

Distribution of Offering Materials. The Company has not distributed and will not distribute, during the term of this Agreement, any “marketing materials” (as defined in National Instrument 41-101 – General Prospectus RequirementsRequirements and Regulation 41‑102 respecting General Prospectus Requirements in Québec) solely connected to the offering and sale of the Shares other than the Registration Statement, the Prospectuses or any Permitted Free Writing Prospectus reviewed and consented to by the Agents and included in an Agency Transaction NoticeProspectus, provided that the Agents, severally and not jointly, covenant with the Company not to take any action that would result in the Company being required to file with the Canadian Qualifying Authorities any “marketing materials” that otherwise would not be required to be filed by the Company, but for the action of the Agents.

Distribution of Offering Materials. The Company has not distributed and will not distribute, during the term of this Agreement, any “marketing materials” (as defined in National Instrument 41-101 – General Prospectus Requirements) solely connected to in connection with the offering and sale of the Shares other than the Registration Statement, the Prospectuses or any Permitted Free Writing Prospectus reviewed and consented to by the Agents and included in an Agency Transaction NoticeNotice or Terms Agreement, provided that the Agents, severally and not jointly, covenant with the Company not to take any action that would result in the Company being required to file with the Canadian Qualifying Authorities any “marketing materials” that otherwise would not be required to be filed by the Company, but for the action of the Agents.

Distribution of Offering Materials. The Company has not distributed and will not distribute, during the term of this Agreement, any “marketing materials” (as defined in National Instrument 41-101 – General Prospectus Requirements) solely connected to in connection with the offering and sale of the Shares other than the Registration Statement, the Prospectuses or any Permitted Free Writing Prospectus reviewed and consented to by the Agents and included in an Agency Transaction NoticeNotice or Terms Agreement, provided that the Agents, severally and not jointly, Agents covenant with the Company not to take any action that would result in the Company being required to file with the Canadian Qualifying Authorities any “marketing materials” that otherwise would not be required to be filed by the Company, but for the action of the such Agents.

Distribution of Offering Materials. The Company has not distributed and will not distribute, during the term of this Agreement, any “marketing materials” (as defined in National Instrument 41-101 – — General Prospectus Requirements) solely connected to in connection with the offering and sale of the Shares other than the Registration Statement, the Prospectuses or any Permitted Free Writing Prospectus reviewed and consented to by the Agents BMOCM and included in an Agency Transaction NoticeNotice or Terms Agreement, provided that the Agents, severally and not jointly, covenant each Agent covenants with the Company not to take any action that would result in the Company being required to file with the Canadian Qualifying Authorities any “marketing materials” that otherwise would not be required to be filed by the Company, but for the action of the Agentssuch Agent.