Common use of Material Change During Distribution Clause in Contracts

Material Change During Distribution. (a) During the Distribution Period, the Company shall promptly notify the Agent in writing of: (i) any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in or affecting the business, affairs, prospects, operations, management, ownership, assets, liabilities (contingent or otherwise) or capital of the Company and its subsidiaries taken as a whole; (ii) any material fact which has arisen or has been discovered and would have been required to have been stated in the Prospectus had the fact arisen or been discovered on, or prior to, the date of the Prospectus; and (iii) any change in any material fact contained in the Prospectus or any Supplementary Material which change is, or may be, of such a nature as to render any statement in the Prospectus or any Supplementary Material misleading or untrue or which would result in a misrepresentation in the Prospectus or any Supplementary Material or which would result in the Prospectus or any Supplementary Material not complying (to the extent that such compliance is required) with the Canadian Securities Laws. The Company shall promptly, and in any event within any applicable time limitation, comply, to the reasonable satisfaction of the Agent, with all applicable filings and other requirements under the Canadian Securities Laws as a result of such fact or change; provided that the Company shall not file any Supplementary Material or other document without first obtaining from the Agent the approval of the Agent, after consultation with the Agent with respect to the form and content thereof, which approval will not be unreasonably withheld. The Company shall in good faith discuss with the Agent any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this paragraph.

Material Change During Distribution. (a) During the Distribution Periodof the Qualified Securities, the Company Corporation shall promptly notify the Agent in writing of: (i) any material change (actual, anticipated, contemplated contemplated, proposed or threatened, financial or otherwise) in or affecting the business, affairs, business prospects, operations, management, ownership, assets, liabilities (contingent or otherwise) ), capital or capital ownership of the Company and its subsidiaries taken as a wholeCorporation; (ii) any material fact which has arisen or has been discovered and would have been required to have been stated in the Prospectus had the fact arisen or been discovered on, or prior to, the date of the Prospectus; and (iii) any change in any material fact or matter covered by a statement contained in the Prospectus or any Supplementary Material Prospectus Amendment (collectively, the “Offering Documents”) which change is, or may be, of such a nature as to render any statement in of the Prospectus or any Supplementary Material Offering Documents misleading or untrue or which would result in a misrepresentation in any of the Prospectus or any Supplementary Material Offering Documents or which would result in the Prospectus or any Supplementary Material Prospectus Amendment not complying with the Applicable Securities Laws or other laws of any Canadian Selling Jurisdiction or the SEC. (b) The Corporation will comply with Section 57 of the Securities Act (Ontario) and with the comparable provisions of other Applicable Securities Laws in the Canadian Selling Jurisdictions, and the Corporation will prepare and will file any Prospectus Amendment, which, in the opinion of the Agent and its counsel, acting reasonably, may be necessary to continue to qualify the Qualified Securities for Distribution in each of the Canadian Selling Jurisdictions and the United States. (c) In addition to the extent that such compliance is requiredprovisions of subsections 5(a) with and 5(b), the Canadian Securities Laws. The Company shall promptlyCorporation shall, and in any event within any applicable time limitation, comply, to the reasonable satisfaction of the Agent, with all applicable filings and other requirements under the Canadian Securities Laws as a result of such fact or change; provided that the Company shall not file any Supplementary Material or other document without first obtaining from the Agent the approval of the Agent, after consultation with the Agent with respect to the form and content thereof, which approval will not be unreasonably withheld. The Company shall in good faith faith, discuss with the Agent any fact or change in circumstances (actual, anticipated, contemplated contemplated, proposed or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this paragraphsection and shall consult with the Agent with respect to the form and content of any amendment or other Prospectus Amendment proposed to be filed by the Corporation, it being understood and agreed that no such amendment or other Prospectus Amendment shall be filed with any Securities Regulator prior to the review thereof by the Agent and its counsel, acting reasonably.

Material Change During Distribution. (a) During the Distribution Periodof the Qualified Securities, the Company Corporation shall promptly notify the Agent in writing of: (i) any material change (actual, anticipated, contemplated contemplated, proposed or threatened, financial or otherwise) in or affecting the business, affairs, business prospects, operations, management, ownership, assets, liabilities (contingent or otherwise) ), capital or capital ownership of the Company and its subsidiaries taken as a wholeCorporation; (ii) any material fact which has arisen or has been discovered and would have been required to have been stated in the Prospectus had the fact arisen or been discovered on, or prior to, the date of the Prospectus; and (iii) any change in any material fact or matter covered by a statement contained in the Prospectus or any Supplementary Material Prospectus Amendment (collectively, the "Offering Documents") which change is, or may be, of such a nature as to render any statement in of the Prospectus or any Supplementary Material Offering Documents misleading or untrue or which would result in a misrepresentation in any of the Prospectus or any Supplementary Material Offering Documents or which would result in the Prospectus or any Supplementary Material Prospectus Amendment not complying with the Applicable Securities Laws or other laws of any Canadian Selling Jurisdiction or the SEC. (b) The Corporation will comply with Applicable Securities Laws in the Canadian Selling Jurisdictions, and the Corporation will prepare and will file any Prospectus Amendment, which, in the opinion of the Agent and its counsel, acting reasonably, may be necessary to continue to qualify the Qualified Securities for Distribution in each of the Canadian Selling Jurisdictions and the United States. (c) In addition to the extent that such compliance is requiredprovisions of subsections 5(a) with and 5(b), the Canadian Securities Laws. The Company shall promptlyCorporation shall, and in any event within any applicable time limitation, comply, to the reasonable satisfaction of the Agent, with all applicable filings and other requirements under the Canadian Securities Laws as a result of such fact or change; provided that the Company shall not file any Supplementary Material or other document without first obtaining from the Agent the approval of the Agent, after consultation with the Agent with respect to the form and content thereof, which approval will not be unreasonably withheld. The Company shall in good faith faith, discuss with the Agent any fact or change in circumstances (actual, anticipated, contemplated contemplated, proposed or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this paragraphsection and shall consult with the Agent with respect to the form and content of any amendment or other Prospectus Amendment proposed to be filed by the Corporation, it being understood and agreed that no such amendment or other Prospectus Amendment shall be filed with any Securities Regulator prior to the review thereof by the Agent and its counsel, acting reasonably.

Material Change During Distribution. (a) During the Distribution Periodof the Offered Securities, the Company Corporation shall promptly notify the Agent Underwriter in writing of: (i) any material change (actual, anticipated, contemplated contemplated, proposed or threatened, financial or otherwise) in or affecting the business, affairs, business prospects, operations, management, ownership, assets, liabilities (contingent or otherwise) ), capital or capital ownership of the Company and its subsidiaries taken as a wholeCorporation; (ii) any material fact which has arisen or has been discovered and would have been required to have been stated in the Prospectus had the fact arisen or been discovered on, or prior to, the date of the Prospectus; and (iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Prospectus or whether any Supplementary Material which change event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any statement in the Prospectus or any Supplementary Material misleading or untrue or which would misleading in any material respect or to result in a any misrepresentation in the Prospectus, including as a result of any of the Prospectus containing or incorporating by reference an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any Supplementary Material statement therein not false or not misleading in the light of the circumstances in which it was made, or which would could result in the Prospectus or any Supplementary Material not complying with the Applicable Securities Laws of any Canadian Offering Jurisdiction. (b) The Corporation will comply with Section 57 of the Securities Act (Ontario) and with the comparable provisions of other Applicable Securities Laws in the Canadian Offering Jurisdictions, and the Corporation will prepare and will file any Prospectus Amendment, which, in the opinion of the Underwriter and its counsel, acting reasonably, may be necessary to continue to qualify the Offered Securities for Distribution in each of the Canadian Offering Jurisdictions. (c) In addition to the extent that such compliance is requiredprovisions of Section 5(a) with and Section 5(b), the Canadian Securities Laws. The Company shall promptlyCorporation shall, and in any event within any applicable time limitation, comply, to the reasonable satisfaction of the Agent, with all applicable filings and other requirements under the Canadian Securities Laws as a result of such fact or change; provided that the Company shall not file any Supplementary Material or other document without first obtaining from the Agent the approval of the Agent, after consultation with the Agent with respect to the form and content thereof, which approval will not be unreasonably withheld. The Company shall in good faith faith, discuss with the Agent Underwriter any fact or change in circumstances (actual, anticipated, contemplated contemplated, proposed or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this paragraphsection and shall consult with the Underwriter with respect to the form and content of any amendment or other Prospectus Amendment proposed to be filed by the Corporation, it being understood and agreed that no such amendment or other Prospectus Amendment shall be filed with any Securities Regulator prior to the review thereof by the Underwriter and its counsel, acting reasonably.

Material Change During Distribution. (a) During the period ending on the earlier of (i) the termination of the Distribution Periodof the Notes and (ii) 15 days following the Closing Date, the Company Trust and Kimco shall promptly notify the Agent Underwriters in writing of the full particulars of: (ia) any Material Adverse Effect including any other material change (actual, anticipated, contemplated or threatened, financial or otherwise) in or affecting the business, financial condition, affairs, prospects, operations, management, ownership, assets, liabilities (absolute, accrued, contingent or otherwise) or capital of the Company and its subsidiaries taken as a wholeTrust or Kimco; (iib) any change in any material fact contained in the Investor Presentation which change is or may be of such a nature as to result in a Misrepresentation therein; (c) any material fact which has arisen or has been discovered and arises subsequent to the date of any Investor Presentation which would have been required to have been stated in the Prospectus Investor Presentation in order to avoid a Misrepresentation had the such material fact arisen or been discovered on, known on or prior to, to the date of the Prospectusthereof; and (iiid) any change order of any securities commission limiting, preventing or suspending the use of the Investor Presentation or limiting, preventing or suspending the offering of the Notes. The Trust and Kimco shall allow the Underwriters to conduct all due diligence investigations and examinations which the Underwriters may reasonably consider necessary or desirable in any material fact contained in the Prospectus or any Supplementary Material which change is, or may be, of such a nature as to render any statement in the Prospectus or any Supplementary Material misleading or untrue or which would result in a misrepresentation in the Prospectus or any Supplementary Material or which would result in the Prospectus or any Supplementary Material not complying (to the extent that such compliance is required) connection with the Canadian Securities Lawsforegoing. The Company shall promptly, and in any event within any applicable time limitation, comply, to the reasonable satisfaction of the Agent, with all applicable filings and other requirements under the Canadian Securities Laws as a result of such fact or change; provided that the Company Trust shall not file or distribute any Supplementary Material or other document documents relating to the offering of the Notes without first obtaining from the Agent Underwriters the approval of the AgentUnderwriters (which shall not be unreasonably withheld or delayed), after consultation with the Agent Underwriters with respect to the form and content thereof, which approval will not be unreasonably withheld. The Company Trust and Kimco shall in good faith discuss with the Agent Underwriters any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this paragraphSection 5.

Material Change During Distribution. (a) During the Distribution Periodperiod from the date of this Agreement to the Closing Date, the Company Xxxxx shall promptly notify the Agent Standby Purchaser in writing of the full particulars of: (ia) any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in or affecting the business, affairs, prospects, operations, management, ownership, assets, liabilities (contingent or otherwise) or capital of the Company Xxxxx and its subsidiaries taken as a whole; (iib) the occurrence of any event as a result of which a Prospectus included in the Registration Statement contains a Misrepresentation; (c) the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would be likely to cause any of the representations or warranties of Xxxxx contained herein to be untrue or inaccurate in any material fact which has arisen respect or has been discovered and would have been required to have been stated result in the Prospectus had the fact arisen failure to comply with or been discovered onsatisfy any covenant, condition or prior toagreement to be complied with or satisfied by Xxxxx, the date of the Prospectusin each case, in any material respect, contained herein; and (iiid) the initiation of any change claim, litigation, investigation or proceeding, including without limitation by or before any Governmental Entity, in relation to the Spin-Off Transaction, the Rights Offering or the Securities. At the request of the Standby Purchaser, Xxxxx shall use reasonable best efforts to prepare, as soon as practical, a supplement or amendment to such Prospectus so that, as thereafter delivered to any material fact contained in the Prospectus or any Supplementary Material which change is, or may be, prospective purchasers of such a nature as to render Securities, such Prospectus shall not contain any statement in the Prospectus or any Supplementary Material misleading or untrue or which would result in a misrepresentation in the Prospectus or any Supplementary Material or which would result in the Prospectus or any Supplementary Material not complying (to the extent that such compliance is required) with the Canadian Securities LawsMisrepresentations. The Company shall promptlyHowever, and in any event within any applicable time limitation, comply, to the reasonable satisfaction of the Agent, with all applicable filings and other requirements under the Canadian Securities Laws as a result of such fact or change; provided that the Company shall Xxxxx will not file any Supplementary Material supplement or other document amendment to such Prospectus without first obtaining from allowing the Agent the approval of the AgentStandby Purchaser to review, after consultation with the Agent with respect to the form and content thereofcomment on, which approval will not be unreasonably withheldsuch Prospectus. The Company Xxxxx shall in good faith discuss with the Agent Standby Purchaser any fact fact, event or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt as to whether written notice to the Standby Purchaser need be given under this paragraph.

Material Change During Distribution. (a) During the Distribution Periodof the Units under the Prospectus, the Company Corporation shall promptly notify the Agent Agents in writing of the full particulars of: (i) any material change (actual, anticipated, contemplated contemplated, proposed or threatened, financial or otherwise) in or affecting the business, affairs, business prospects, operations, management, ownership, assets, liabilities (contingent or otherwise) ), capital or capital ownership of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole); (ii) any material fact which has arisen or has been discovered and would have been required to have been stated in the Prospectus had the fact arisen or been discovered on, or prior to, the date of the Prospectus; and (iii) any change in any material fact or matter covered by a statement contained in the Prospectus or any Supplementary Material Prospectus Amendment (collectively, the “Offering Documents”) which change is, or may be, of such a nature as to render any statement in of the Prospectus or any Supplementary Material Offering Documents misleading or untrue or which would result in a misrepresentation in any of the Prospectus or any Supplementary Material Offering Documents or which would result in the Prospectus or any Supplementary Material Prospectus Amendment not complying (to the extent that such compliance is required) with the Applicable Securities Laws or other laws of any Canadian Securities Laws. Selling Jurisdiction. (b) The Company shall promptly, and in any event within any applicable time limitation, comply, Corporation will promptly comply to the reasonable satisfaction of the Agent, Agents’ and the Agents’ counsel with all applicable filings and other requirements under the Canadian Applicable Securities Laws as a result of such fact or change; provided that the Company shall not file any Supplementary Material or other document without first obtaining from the Agent the approval of the Agent, after consultation with the Agent with respect to any material change, change, occurrence, discovery or event of the form nature referred to in subsection 5(a), and content thereofthe Corporation will prepare and will file any Prospectus Amendment, which approval will not which, in the opinion of the Agents and their counsel, acting reasonably, may be unreasonably withheld. The Company shall necessary to continue to qualify the Units and the Compensation Options for Distribution in each of the Canadian Selling Jurisdictions. (c) In addition to the provisions of subsections 5(a) and 5(b), the Corporation shall, in good faith faith, discuss with the Agent Agents any fact or change in circumstances (actual, anticipated, contemplated contemplated, proposed or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this paragraphsection and shall consult with the Agents with respect to the form and content of any amendment or other Prospectus Amendment proposed to be filed by the Corporation, it being understood and agreed that no such amendment or other Prospectus Amendment shall be filed with any Securities Regulator prior to the review thereof by the Agents and their counsel, acting reasonably.

Material Change During Distribution. (a) During the Distribution Periodof the Offered Units under the Prospectus, the Company Corporation shall promptly notify the Agent in writing of: (i) any material change (actual, anticipated, contemplated contemplated, proposed or threatened, financial or otherwise) in or affecting the business, affairs, business prospects, operations, management, ownership, assets, liabilities (contingent or otherwise) ), capital or capital ownership of the Company and its subsidiaries taken as a wholeCorporation; (ii) any material fact which has arisen or has been discovered and would have been required to have been stated in the Prospectus had the fact arisen or been discovered on, or prior to, the date of the Prospectus; and (iii) any change in any material fact or matter covered by a statement contained in the Prospectus or any Supplementary Material Prospectus Amendment (collectively, the “Offering Documents”) which change is, or may be, of such a nature as to render any statement in of the Prospectus or any Supplementary Material Offering Documents misleading or untrue or which would result in a misrepresentation in any of the Prospectus or any Supplementary Material Offering Documents or which would result in the Prospectus or any Supplementary Material Prospectus Amendment not complying with the Applicable Securities Laws or other laws of any Canadian Selling Jurisdiction or the SEC. (b) The Corporation will comply with Section 57 of the Securities Act (Ontario) and with the comparable provisions of other Applicable Securities Laws in the Canadian Selling Jurisdictions, and the Corporation will prepare and will file any Prospectus Amendment, which, in the opinion of the Agent and its counsel, acting reasonably, may be necessary to continue to qualify the Offered Units and Compensation Warrants for Distribution in each of the Canadian Selling Jurisdictions and the United States. (c) In addition to the extent that such compliance is requiredprovisions of subsections 5(a) with and 5(b), the Canadian Securities Laws. The Company shall promptlyCorporation shall, and in any event within any applicable time limitation, comply, to the reasonable satisfaction of the Agent, with all applicable filings and other requirements under the Canadian Securities Laws as a result of such fact or change; provided that the Company shall not file any Supplementary Material or other document without first obtaining from the Agent the approval of the Agent, after consultation with the Agent with respect to the form and content thereof, which approval will not be unreasonably withheld. The Company shall in good faith faith, discuss with the Agent any fact or change in circumstances (actual, anticipated, contemplated contemplated, proposed or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this paragraphsection and shall consult with the Agent with respect to the form and content of any amendment or other Prospectus Amendment proposed to be filed by the Corporation, it being understood and agreed that no such amendment or other Prospectus Amendment shall be filed with any Securities Regulator prior to the review thereof by the Agent and its counsel, acting reasonably.

Material Change During Distribution. (a) During the Distribution Periodof the Offered Units under the Prospectus, the Company Corporation shall promptly notify the Agent in writing of: (i) any material change (actual, anticipated, contemplated contemplated, proposed or threatened, financial or otherwise) in or affecting the business, affairs, business prospects, operations, management, ownership, assets, liabilities (contingent or otherwise) ), capital or capital ownership of the Company and its subsidiaries taken as a wholeCorporation; (ii) any material fact which has arisen or has been discovered and would have been required to have been stated in the Prospectus had the fact arisen or been discovered on, or prior to, the date of the Prospectus; and (iii) any change in any material fact or matter covered by a statement contained in the Prospectus or any Supplementary Material Prospectus Amendment (collectively, the “Offering Documents”) which change is, or may be, of such a nature as to render any statement in of the Prospectus or any Supplementary Material Offering Documents misleading or untrue or which would result in a misrepresentation in any of the Prospectus or any Supplementary Material Offering Documents or which would result in the Prospectus or any Supplementary Material Prospectus Amendment not complying with the Applicable Securities Laws or other laws of any Canadian Selling Jurisdiction. (b) The Corporation will comply with Section 57 of the Securities Act (Ontario) and with the comparable provisions of other Applicable Securities Laws in the Canadian Selling Jurisdictions, and the Corporation will prepare and will file any Prospectus Amendment, which, in the opinion of the Agent and its counsel, acting reasonably, may be necessary to continue to qualify the Offered Units and Compensation Warrants for Distribution in each of the Canadian Selling Jurisdictions. (c) In addition to the extent that such compliance is requiredprovisions of subsections 5(a) with and 5(b), the Canadian Securities Laws. The Company shall promptlyCorporation shall, and in any event within any applicable time limitation, comply, to the reasonable satisfaction of the Agent, with all applicable filings and other requirements under the Canadian Securities Laws as a result of such fact or change; provided that the Company shall not file any Supplementary Material or other document without first obtaining from the Agent the approval of the Agent, after consultation with the Agent with respect to the form and content thereof, which approval will not be unreasonably withheld. The Company shall in good faith faith, discuss with the Agent any fact or change in circumstances (actual, anticipated, contemplated contemplated, proposed or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this paragraphsection and shall consult with the Agent with respect to the form and content of any amendment or other Prospectus Amendment proposed to be filed by the Corporation, it being understood and agreed that no such amendment or other Prospectus Amendment shall be filed with any Securities Regulator prior to the review thereof by the Agent and its counsel, acting reasonably.

Material Change During Distribution. (a) During the Distribution Period, the Company Marret shall promptly notify the Agent Agents in writing of: (ia) any material change (actual, anticipated, contemplated contemplated, proposed or threatened, financial or otherwise) in or affecting the business, financial condition, affairs, prospects, operations, management, ownership, assets, liabilities or obligations (contingent or otherwise) or capital of the Company and its subsidiaries taken as a wholeFund or Marret; (iib) any material fact which that has arisen or has been discovered which was not stated in the Final Prospectus or a Prospectus Amendment and which would have been required to have been stated in the Final Prospectus or Prospectus Amendment had the fact arisen or been discovered on, or prior to, the date of the ProspectusFinal Prospectus or Prospectus Amendment; and (iiic) any change in any material fact or matter covered by a statement contained in the Prospectus or any Supplementary Material a Prospectus Amendment, which change or fact is, or may be, of such a nature as to render any statement in the Prospectus or any Supplementary Material Prospectus Amendment misleading or untrue in any material respect or would result in any of such documents containing a misrepresentation, as defined under Canadian Securities Laws, or which would result in a misrepresentation in the Prospectus or any Supplementary Material or which would result in the Prospectus or any Supplementary Material of such documents not complying (to the extent that such compliance is required) in any material respect with any of the Canadian Securities LawsLaws or which change would reasonably be expected to have a significant effect on the market price of the Units or value of the Offered Units. The Company Fund shall promptlyin good faith discuss with the Agents any change in circumstances (actual or proposed within the knowledge of the Fund) which is of such a nature as to give rise to a reasonable question as to whether notice should be given to the Agents pursuant to this Section 7 and, in any event, prior to making any filing and, where it has been determined to be appropriate, promptly and in any event event, within any the applicable statutory time limitation, comply, to the reasonable satisfaction of the Agent, comply with all applicable filings filing and other requirements under the Canadian Securities Laws as a result of such fact or changeLaws; provided that the Company Fund and Marret shall allow the Agents and their counsel to participate fully in the preparation of any Prospectus Amendment and to conduct all due diligence investigations that the Agents may reasonably require to fulfill their obligations as agents and in order to enable the Agents responsibly to execute the certificate required to be executed by them in any Prospectus Amendment and the Agents shall have approved the form of any Prospectus Amendment, such approval not file to be unreasonably withheld and to be provided in a timely manner. During the Distribution Period, the Fund shall advise the Agents promptly, and forthwith provide the Agents with copies, of any Supplementary Material written communications issued by any securities regulatory authority or other document without first obtaining from by the Agent TSX: (a) suspending or preventing the approval use of the AgentProspectus or a Prospectus Amendment or imposing any cease trading or stop order or any halt in trading relating to the Units or instituting or threatening any proceedings for that purpose; or (b) otherwise relating to the Prospectus or the Offering. The Fund shall use its commercially reasonable efforts to prevent the issuance of any such cease-trading or stop order and, after consultation if issued, shall forthwith take all reasonable steps which it is able to take and which may be necessary or desirable in order to obtain the withdrawal thereof as soon as possible. The Fund shall deliver promptly to the Agents signed and certified copies of all Prospectus Amendments. Concurrently with the Agent filing of any Prospectus Amendment or as soon as possible thereafter, Marret shall deliver to counsel to the Agents for and on behalf of the Agents, with respect to the form such Prospectus Amendment, documents similar to those referred to in Sections 3(c), (d), (e) and content thereof(f), which approval will not be unreasonably withheld. The Company shall in good faith discuss with the Agent any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this paragraphas applicable.

Material Change During Distribution. (a) During From the Distribution date hereof to and until the completion of the Offering Period, the Company Corporation shall promptly notify the Agent Agents in writing with full particulars of: (ia) any material change (actual, anticipated, contemplated or threatened, ) in the condition (financial or otherwise) in or affecting the ), business, affairs, prospects, operations, managementresults of operations, ownershipcapital, prospects, assets, liabilities or obligations (absolute, accrued, contingent or otherwise) or capital of the Company and Corporation or to its subsidiaries taken as a wholeknowledge INM; (ii) any material fact which has arisen or has been discovered and would have been required to have been stated in the Prospectus had the fact arisen or been discovered on, or prior to, the date of the Prospectus; and (iiib) any change (actual, anticipated, contemplated or threatened) in any material fact contained in the Prospectus or any Supplementary Material which change is, is or may bebe of such a nature as to render any statement in the Prospectus or Supplementary Material misleading or untrue or result in a misrepresentation therein; (c) any change in applicable laws, including, without limitation, the Income Tax Act (Canada) or the regulations, interpretations and policies thereunder, materially affecting or which may materially affect the business or property of the Corporation or to its knowledge INM or the Offered Shares or the distribution thereof, which change is or may be of such a nature as to render any statement in the Prospectus or any Supplementary Material misleading or untrue or which would result in a misrepresentation therein or which would otherwise require an amendment to the Prospectus or the Supplementary Material under Canadian Securities Laws; and (d) any material fact which becomes know which, pursuant to Canadian Securities Laws, would have been required to be stated in the Prospectus or any Supplementary Material had the fact been known at or which would result in prior to the date of the Prospectus or any Supplementary Material not complying (to the extent that such compliance is required) with the Canadian Securities LawsMaterial. The Company Corporation shall promptly, and in any event within any applicable time limitation, comply, to the reasonable satisfaction of the Agent, comply with all applicable filings filing and other requirements under the Canadian Securities Laws and with the requirements of the Exchange as a result of any such fact or change; , provided that the Company Corporation shall not file any Supplementary Material or other document documents without first obtaining from the Agent the Agents its approval of the Agent, after consultation consulting with the Agent Agents with respect to the form and content thereof, which approval will not be unreasonably withheld. The Company Corporation shall in good faith discuss with the Agent Agents any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is may be a reasonable doubt question as to whether written notice need be given under to the Agents pursuant to this paragraphSection 9(1) and, in the event that the Agents in their sole discretion determine, acting reasonably, that it is necessary, the Corporation will be required to file Supplementary Material pursuant to Section 8(3).

Material Change During Distribution. (a) During the Distribution Periodof the Offered Units and/or Additional Warrants under the Prospectus, the Company Corporation shall promptly notify the Agent in writing of: (i) any material change (actual, anticipated, contemplated contemplated, proposed or threatened, financial or otherwise) in or affecting the business, affairs, business prospects, operations, management, ownership, assets, liabilities (contingent or otherwise) ), capital or capital ownership of the Company and its subsidiaries taken as a wholeCorporation; (ii) any material fact which has arisen or has been discovered and would have been required to have been stated in the Prospectus had the fact arisen or been discovered on, or prior to, the date of the Prospectus; and (iii) any change in any material fact or matter covered by a statement contained in the Prospectus or any Supplementary Material Prospectus Amendment (collectively, the “Offering Documents”) which change is, or may be, of such a nature as to render any statement in of the Prospectus or any Supplementary Material Offering Documents misleading or untrue or which would result in a misrepresentation in any of the Prospectus or any Supplementary Material Offering Documents or which would result in the Prospectus or any Supplementary Material Prospectus Amendment not complying with the Applicable Securities Laws or other laws of any Canadian Selling Jurisdiction. (b) The Corporation will comply with Section 57 of the Securities Act (Ontario) and with the comparable provisions of other Applicable Securities Laws in the Canadian Selling Jurisdictions, and the Corporation will prepare and will file any Prospectus Amendment, which, in the opinion of the Agent and its counsel, acting reasonably, may be necessary to continue to qualify the Offered Units and/or Additional Warrants and Compensation Warrants for Distribution in each of the Canadian Selling Jurisdictions. (c) In addition to the extent that such compliance is requiredprovisions of subsections 5(a) with and 5(b), the Canadian Securities Laws. The Company shall promptlyCorporation shall, and in any event within any applicable time limitation, comply, to the reasonable satisfaction of the Agent, with all applicable filings and other requirements under the Canadian Securities Laws as a result of such fact or change; provided that the Company shall not file any Supplementary Material or other document without first obtaining from the Agent the approval of the Agent, after consultation with the Agent with respect to the form and content thereof, which approval will not be unreasonably withheld. The Company shall in good faith faith, discuss with the Agent any fact or change in circumstances (actual, anticipated, contemplated contemplated, proposed or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this paragraphsection and shall consult with the Agent with respect to the form and content of any amendment or other Prospectus Amendment proposed to be filed by the Corporation, it being understood and agreed that no such amendment or other Prospectus Amendment shall be filed with any Securities Regulator prior to the review thereof by the Agent and its counsel, acting reasonably.