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) 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 or Terms Agreement, provided that 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 such 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) 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 or Terms AgreementNotice, provided that each Agent covenants 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 such Agentthe 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) in connection with 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 or Terms AgreementNotice, provided that each Agent covenants 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 such Agentthe 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) 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 a Placement Notice or Terms Agreement(as described in clause (a)(i) above), provided that each Agent covenants 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 such Agentthe 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) 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 Notice or Terms AgreementAgents, provided that each Agent of the 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 such Agentthe 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) 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 a Placement Notice or Terms Agreement(as described in clause (a) (i) above), provided that each Agent covenants 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 such Agentthe 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) in connection with 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 or Terms AgreementNotice, provided that each Agent covenants 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 such Agentthe 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) 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 a Placement Notice or Terms Agreement(as described in clause (a)(i) above), provided that each Agent covenants 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 such Agentthe 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) 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 Notice or Terms Agreement, provided that each Agent 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 such AgentBMOCM.

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 NI 41-101 – General Prospectus Requirements101) 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 Notice or Terms AgreementAgents, provided that each Agent covenants of the 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 such Agentthe 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) 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 Notice or Terms Agreement, provided that each the 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 such the Sales 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) 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 Notice or Terms Agreement, provided that each the 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 such the Sales 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) 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 Notice or Terms Agreement, provided that each Agent 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 such AgentBMOCM.

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) 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 Notice or Terms Agreement, provided that 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 such 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) 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 or Terms AgreementNotice, provided that each Agent covenants 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 such Agentthe 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) 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 or Terms Agreement, provided that each Agent covenants the 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 such AgentAgents.

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) 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 or Terms Agreement, provided that each Agent covenants 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 such Agentthe 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) 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 or Terms AgreementNotice, provided that each Agent covenants 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 such Agentthe 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) in connection with 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 or Terms AgreementProspectus, provided that each Agent covenants 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 such Agentthe 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) 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 Notice or Terms Agreement, provided that each Agent 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 such AgentBMOCM.

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) 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 or Terms Agreement, provided that each Agent covenants the 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 such AgentAgents.

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) 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 Notice or Terms Agreement, provided that each the 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 such Agent.