Common use of Material Changes During Distribution Clause in Contracts

Material Changes During Distribution. During the period of the Offering, the Corporation shall promptly notify the Agents in writing of: (a) any material change (actual, anticipated, contemplated or reasonably threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation and its subsidiaries taken as a whole; (b) any change in any material fact (including the disclosure of any previously undisclosed material fact) other than information relating solely to an Agent contained in either the Canadian Prospectus or the U.S. Prospectus, as the case may be, or in any document incorporated therein by reference, which fact or change is, or may be, of such a nature as to render any statement in either the Canadian Prospectus or the U.S. Prospectus or any document incorporated therein by reference or any Canadian Prospectus Amendment or U.S. Registration Statement Amendment, as applicable, misleading or untrue or which would result in a misrepresentation (as defined in the Applicable Securities Laws) therein or which would result in either the Canadian Prospectus or the U.S. Prospectus, as the case may be, any document incorporated therein by reference or any Canadian Prospectus Amendment or U.S. Registration Statement Amendment not complying (to the extent that such compliance is required) with the Applicable Securities Laws; (c) any fact other than information relating solely to an Agent which has arisen or been discovered and would have been required to have been stated in either the Canadian Prospectus or the U.S. Prospectus, as the case may be, had the fact arisen or been discovered on, or prior to, the date of the Canadian Prospectus Supplement or the U.S. Prospectus Supplement, as applicable; (d) any change in applicable laws materially and adversely affecting, or which would reasonably be expected to materially and adversely affect, the business of the Corporation and its subsidiaries taken as a whole or the Shares or the Offering; and (e) any material information in relation to the Corporation or the Shares which was undisclosed as of the date of this Agreement. The Corporation shall promptly, and in any event, within any applicable time limitation, comply with all applicable filing and other requirements under the Applicable Securities Laws as a result of such fact or change; provided that the Corporation shall not file any Canadian Prospectus Amendment or U.S. Registration Statement Amendment, or other document required to be filed under this paragraph without first obtaining approval of the Agents, after consultation with the Agents with respect to the form and content thereof, which approval will not be unreasonably withheld or delayed. The Corporation shall in good faith discuss with the Agents any fact or change in circumstances (actual, anticipated, contemplated or reasonably threatened, financial or otherwise) which is of such a nature that there is reasonable doubt as to whether notice in writing need be given to the Agents pursuant to this paragraph.

Material Changes During Distribution. During the period of the Offering, the Corporation shall promptly notify the Agents Underwriters in writing of: (a) any material change (actual, anticipated, contemplated or reasonably threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation and its subsidiaries taken as a whole; (b) any change in any material fact (including the disclosure of any previously undisclosed material fact) other than information relating solely to an Agent Underwriter contained in either the Canadian Prospectus or the U.S. Prospectus, as the case may be, or in any document incorporated therein by reference, which fact or change is, or may be, of such a nature as to render any statement in either the Canadian Prospectus or the U.S. Prospectus or any document incorporated therein by reference or any Canadian Prospectus Amendment or U.S. Registration Statement Amendment, as applicable, misleading or untrue or which would result in a misrepresentation (as defined in the Applicable Securities Laws) therein or which would result in either the Canadian Prospectus or the U.S. Prospectus, as the case may be, any document incorporated therein by reference or any Canadian Prospectus Amendment or U.S. Registration Statement Amendment not complying (to the extent that such compliance is required) with the Applicable Securities Laws; (c) any fact other than information relating solely to an Agent Underwriter which has arisen or been discovered and would have been required to have been stated in either the Canadian Prospectus or the U.S. Prospectus, as the case may be, had the fact arisen or been discovered on, or prior to, the date of the Canadian Prospectus Supplement or the U.S. Prospectus Supplement, as applicable; (d) any change in applicable laws materially and adversely affecting, or which would reasonably be expected to materially and adversely affect, the business of the Corporation and its subsidiaries taken as a whole or the Shares or the Offering; and (e) any material information in relation to the Corporation or the Shares which was undisclosed as of the date of this Agreement. The Corporation shall promptly, and in any event, within any applicable time limitation, comply with all applicable filing and other requirements under the Applicable Securities Laws as a result of such fact or change; provided that the Corporation shall not file any Canadian Prospectus Amendment or U.S. Registration Statement Amendment, or other document required to be filed under this paragraph without first obtaining approval of the AgentsUnderwriters, after consultation with the Agents Underwriters with respect to the form and content thereof, which approval will not be unreasonably withheld or delayed. The Corporation shall in good faith discuss with the Agents Underwriters any fact or change in circumstances (actual, anticipated, contemplated or reasonably threatened, financial or otherwise) which is of such a nature that there is reasonable doubt as to whether notice in writing need be given to the Agents Underwriters pursuant to this paragraph.

Material Changes During Distribution. During the period from the date of this Agreement to the later of the OfferingClosing Date and the date of completion of the distribution of the Shares under the Offering Documents, the Corporation shall promptly notify the Agents Underwriters in writing of: (a) any material change (actual, anticipated, contemplated or reasonably threatened, financial or otherwise) in relation to the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation and its subsidiaries taken as a wholeCorporation; (b) any material fact (in this clause (b), “material fact” shall have the meaning ascribed thereto in Canadian Securities Laws”) or change in any material fact (including the disclosure of any previously undisclosed material fact) ), other than information relating solely to an Agent Underwriter Information, contained in either the Canadian Prospectus or the U.S. Prospectus, as the case may be, or in any document incorporated therein by referenceOffering Documents, which fact or change is, or may be, of such a nature as to render any statement in either the Canadian Prospectus or the U.S. Prospectus or any document incorporated therein by reference or any Canadian Prospectus Amendment or U.S. Registration Statement Amendment, as applicable, Offering Documents misleading or untrue in any material respect or which fact or change would result in in: (i) a misrepresentation (as defined in the Applicable Securities Laws) therein or which would result in either any of the Canadian Prospectus Offering Documents, or (ii) any of the U.S. Prospectus, as the case may be, any document incorporated therein by reference or any Canadian Prospectus Amendment or U.S. Registration Statement Amendment Offering Documents not complying (to the extent that such compliance is required) with the Applicable Canadian Securities Laws;, in each case, as at any time up to and including the date of the completion of the distribution of the Shares under the Canadian Offering Documents; and (c) any material fact or change in any material fact (including the disclosure of any previously undisclosed material fact), other than information relating solely to an Agent which has arisen or been discovered and would have been required to have been stated Underwriter Information, contained in either the Canadian Prospectus or the U.S. ProspectusOffering Documents, as the case which fact or change is, or may be, had of such a nature as to render any statement in the Offering Documents misleading or untrue in any material respect or which fact arisen or been discovered onchange would result in: (i) any of the U.S. Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein not misleading within the meaning of U.S. Securities Laws, or prior to(ii) any of the U.S. Offering Documents not complying (to the extent that such compliance is required) with the U.S. Securities Laws, in each case, as at any time up to and including the date of the Canadian Prospectus Supplement or the U.S. Prospectus Supplement, as applicable; (d) any change in applicable laws materially and adversely affecting, or which would reasonably be expected to materially and adversely affect, the business completion of the Corporation and its subsidiaries taken as a whole or distribution of the Shares or the Offering; and (e) any material information in relation to the Corporation or the Shares which was undisclosed as of the date of this Agreement. The Corporation shall promptly, and in any event, within any applicable time limitation, comply with all applicable filing and other requirements under the Applicable Securities Laws as a result of such fact or change; provided that the Corporation shall not file any Canadian Prospectus Amendment or U.S. Registration Statement Amendment, or other document required to be filed under this paragraph without first obtaining approval of the Agents, after consultation with the Agents with respect to the form and content thereof, which approval will not be unreasonably withheld or delayed. The Corporation shall in good faith discuss with the Agents any fact or change in circumstances (actual, anticipated, contemplated or reasonably threatened, financial or otherwise) which is of such a nature that there is reasonable doubt as to whether notice in writing need be given to the Agents pursuant to this paragraph.U.S.

Material Changes During Distribution. During the period from the date of this Agreement to the completion of the Offeringdistribution of the Shares under the Offering Documents, the Corporation shall promptly notify the Agents Underwriters in writing of: (a) any material change (actual, anticipated, contemplated or reasonably threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation and its subsidiaries taken as a whole; (b) any change in any material fact (including the disclosure of any previously undisclosed material fact) ), other than information relating solely to an Agent Underwriter, contained in either the Canadian Prospectus or the U.S. Prospectus, as the case may be, or in any document incorporated therein by referenceOffering Documents, which fact or change is, or may be, of such a nature as to render any statement in either the Canadian Prospectus or the U.S. Prospectus or any document incorporated therein by reference or any Canadian Prospectus Amendment or U.S. Registration Statement Amendment, as applicable, Offering Documents misleading or untrue or which would result in a misrepresentation (as defined in the Applicable Securities Laws) therein or which would result in either any of the Canadian Prospectus or the U.S. Prospectus, as the case may be, any document incorporated therein by reference or any Canadian Prospectus Amendment or U.S. Registration Statement Amendment Offering Documents not complying (to the extent that such compliance is required) with the Applicable Securities Laws, in each case, as at any time up to and including the date of the completion of the distribution of the Shares under the Offering Documents; (c) any fact fact, other than information relating solely to an Agent Underwriter, which has arisen or been discovered and would have been required to have been stated in either the Canadian Prospectus or the U.S. Prospectus, as the case may be, had the fact arisen or been discovered on, or prior to, the date of the Canadian Prospectus Supplement or the U.S. Prospectus Supplement, as applicable; (d) any change in applicable laws materially and adversely affecting, or which would reasonably be expected to materially and adversely affect, the business of the Corporation and its subsidiaries taken as a whole or the Shares or the Offering; and; (e) any material information in relation to the Corporation or the Shares which was undisclosed as of the date of this Agreement; and (f) any filing made by the Corporation of information relating to the offering of the Shares with any securities exchange or Governmental Authority in Canada or the United States or any other jurisdiction. The Corporation shall promptly, and in any event, within any applicable time limitation, comply with all applicable filing and other requirements under the Applicable Securities Laws as a result of such fact or change; provided that the Corporation shall not file any Canadian Prospectus Amendment or U.S. Registration Statement Amendment, or other document required to be filed under this paragraph without first obtaining approval of the AgentsUnderwriters, after consultation with the Agents Underwriters with respect to the form and content thereof, which approval will not be unreasonably withheld or delayed. The Corporation shall in good faith discuss with the Agents Underwriters any fact or change in circumstances (actual, anticipated, contemplated or reasonably threatened, financial or otherwise) which is of such a nature that there is reasonable doubt as to whether notice in writing need be given to the Agents Underwriters pursuant to this paragraph.