Common use of No Offering Memorandum Clause in Contracts

No Offering Memorandum. Neither the Company nor the Agent shall: (i) provide to prospective purchasers of Subscription Receipts any document or other material that would constitute an offering memorandum within the meaning of the applicable securities laws of the Selling Jurisdictions; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Subscription Receipts, including but not limited to, causing the sale of the Subscription Receipts to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or otherwise, or conduct any seminar or meeting relating to any offer and sale of the Subscription Receipts whose attendees have been invited by general solicitation or advertising.

No Offering Memorandum. Neither the Company Corporation nor the Agent shall: Agents shall (i) provide to prospective purchasers of Subscription Receipts Offered Securities any document or other material that would constitute an offering memorandum within the meaning of the applicable securities laws Securities Laws of the Selling Jurisdictions; Offering Jurisdictions or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Subscription ReceiptsOffered Securities, including but not limited to, causing the sale of the Subscription Receipts Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic displaydisplay or the Internet, or otherwise, or conduct any seminar or meeting relating to any offer and sale of the Subscription Receipts Offered Securities whose attendees have been invited by a general solicitation or general advertising.

No Offering Memorandum. Neither the Company nor the Agent shall: Agents shall (i) provide to prospective purchasers of Subscription Receipts the Units any document or other material that would constitute an offering memorandum or future oriented financial information within the meaning of the applicable securities laws of the Selling JurisdictionsApplicable Securities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Subscription ReceiptsUnits, including but not limited to, causing the sale of the Subscription Receipts Units to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or otherwise, or conduct any seminar or meeting relating to any the offer and sale of the Subscription Receipts Units whose attendees have been invited by general solicitation or advertising.

No Offering Memorandum. Neither Other than the Company Presentation, neither the Corporation nor the Agent shall: Agents shall (i) provide to prospective purchasers of Subscription Receipts Offered Units any document or other material that would constitute an offering memorandum within the meaning of the applicable securities laws Securities Laws of the Selling Offering Jurisdictions; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Subscription ReceiptsOffered Units, including but not limited to, causing the sale of the Subscription Receipts Offered Units to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic displaydisplay or the Internet, or otherwise, or conduct any seminar or meeting relating to any offer and sale of the Subscription Receipts Offered Units whose attendees have been invited by a general solicitation or general advertising.

No Offering Memorandum. Neither the Company Corporation nor the Agent shall: shall (i) provide to prospective purchasers of Subscription Receipts Offered Securities any document or other material that would constitute an offering memorandum within the meaning of the applicable securities laws Securities Laws of the Selling Jurisdictions; Offering Jurisdictions or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Subscription ReceiptsOffered Securities, including but not limited to, causing the sale of the Subscription Receipts Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic displaydisplay or the Internet, or otherwise, or conduct any seminar or meeting relating to any offer and sale of the Subscription Receipts Offered Securities whose attendees have been invited by a general solicitation or general advertising.

No Offering Memorandum. Neither the Company Corporation nor the Agent shall: Underwriters shall (i) provide to prospective purchasers of Subscription Receipts Shares any document or other material that would constitute an offering memorandum or prospectus within the meaning of the applicable securities laws Securities Laws of the Selling Offering Jurisdictions; , or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Subscription ReceiptsShares, including but not limited to, causing the sale of the Subscription Receipts Shares to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic displaydisplay or the Internet, or otherwise, or conduct any seminar or meeting relating to any offer and sale of the Subscription Receipts Shares whose attendees have been invited by a general solicitation or general advertising.

No Offering Memorandum. Neither the Company Corporation nor the any Agent shall: shall (ig) provide to prospective purchasers of Subscription Receipts Offered Units any document or other material that would constitute an offering memorandum or prospectus within the meaning of the applicable securities laws Securities Laws of the Selling Jurisdictions; Offering Jurisdictions or (iih) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Subscription ReceiptsOffered Units, including but not limited toincluding, causing the sale of the Subscription Receipts Offered Units to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic displaydisplay or the internet, or otherwise, or conduct any seminar or meeting relating to any offer and sale of the Subscription Receipts Offered Units whose attendees have been invited by a general solicitation or general advertising.

No Offering Memorandum. Neither the Company Corporation nor the Agent shall: Agents shall (i) provide to prospective purchasers of Subscription Receipts Offered Securities any document or other material that would constitute an offering memorandum within the meaning of the applicable securities laws Securities Laws of the Selling Jurisdictions; Offering Jurisdictions or (ii) engage in any form of general solicitation General Solicitation or general advertising General Advertising in connection with the offer and sale of the Subscription ReceiptsOffered Securities, including but not limited to, causing the sale of the Subscription Receipts Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic displaydisplay or the Internet, or otherwise, or conduct any seminar or meeting relating to any offer and sale of the Subscription Receipts Offered Securities whose attendees have been invited by general solicitation a General Solicitation or advertisingGeneral Advertising.

No Offering Memorandum. Neither the Company Corporation nor the Agent shall: shall (i) provide to prospective purchasers of Subscription Receipts Offered Securities any document or other material that would constitute an offering memorandum within the meaning of the applicable securities laws Securities Laws of the Selling Jurisdictions; Offering Jurisdictions or (ii) engage in any form of general solicitation General Solicitation or general advertising General Advertising in connection with the offer and sale of the Subscription ReceiptsOffered Securities, including but not limited to, causing the sale of the Subscription Receipts Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic displaydisplay or the Internet, or otherwise, or conduct any seminar or meeting relating to any offer and sale of the Subscription Receipts Offered Securities whose attendees have been invited by general solicitation a General Solicitation or advertisingGeneral Advertising.

No Offering Memorandum. Neither the Company Corporation nor the Agent shall: Agents shall (i) provide to prospective purchasers of Subscription Receipts Offered Securities any document or other material that would constitute an offering memorandum within the meaning of the applicable securities laws Securities Laws of the Selling Offering Jurisdictions; , or (ii) engage in any form of general solicitation General Solicitation or general advertising General Advertising in connection with the offer and sale of the Subscription ReceiptsOffered Securities, including but not limited to, causing the sale of the Subscription Receipts to be advertised any advertisement, article, notice or other communication published in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulationmedia, broadcast over radio, television or telecommunications, including electronic displaydisplay or the Internet, or otherwise, or conduct any seminar or meeting relating to any offer and sale of the Subscription Receipts Offered Securities whose attendees have been invited by general solicitation a General Solicitation or advertisingGeneral Advertising, or (iii) make any Directed Selling Efforts with respect to the Offered Securities outside the United States to non-U.S. Persons.

No Offering Memorandum. Neither the Company nor the Agent shall: shall (i) provide to prospective purchasers of Subscription Receipts the Offered Securities any document or other material that would constitute an offering memorandum within the meaning of the applicable securities laws of the Selling Jurisdictionsmemorandum; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Subscription ReceiptsOffered Securities, including but not limited to, causing the sale of the Subscription Receipts Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or otherwise, or conduct any seminar or meeting relating to any the offer and sale of the Subscription Receipts Offered Securities whose attendees have been invited by general solicitation or advertising.

No Offering Memorandum. Neither the Company nor the Agent shall: Agents shall (i) provide to prospective purchasers of Subscription Receipts the Special Warrants any document or other material that would constitute an offering memorandum or future oriented financial information within the meaning of the applicable securities laws of the Selling JurisdictionsSecurities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Subscription ReceiptsSpecial Warrants, including but not limited to, causing the sale of the Subscription Receipts Special Warrants to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or otherwise, or conduct any seminar or meeting relating to any the offer and sale of the Subscription Receipts Special Warrants whose attendees have been invited by general solicitation or advertising.

No Offering Memorandum. Neither the Company Corporation nor the Agent shall: (i) provide to prospective purchasers of Subscription Receipts Purchasers any document or other material or information that would constitute an offering memorandum within the meaning of the applicable securities laws of the Selling JurisdictionsSecurities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Subscription ReceiptsOffered Securities, including but not limited to, causing the sale of the Subscription Receipts Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or otherwise, or conduct any seminar or meeting relating to any the offer and sale of the Subscription Receipts Offered Securities whose attendees have been invited by general solicitation or advertising.

No Offering Memorandum. Neither the Company nor the Agent shall: Agents shall (i) provide to prospective purchasers of Subscription Receipts the Offered Securities any document or other material that would constitute an offering memorandum or future oriented financial information within the meaning of the applicable securities laws of the Selling JurisdictionsSecurities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Subscription ReceiptsOffered Securities, including but not limited to, by causing the sale of the Subscription Receipts Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, circulation or broadcast over radio, television or telecommunications, including electronic display, or otherwise, or conduct any seminar or meeting relating to any in connection with the offer and sale of the Subscription Receipts Offered Securities whose attendees have been invited by general solicitation or general advertising.

No Offering Memorandum. Neither the Company nor the Agent shall: Agents shall (i) provide to prospective purchasers of the Subscription Receipts any document or other material that would constitute an offering memorandum or future oriented financial information within the meaning of the applicable securities laws of the Selling JurisdictionsSecurities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Subscription Receipts, including but not limited to, by causing the sale of the Subscription Receipts to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, circulation or broadcast over radio, television or telecommunications, including electronic display, or otherwise, or conduct any seminar or meeting relating to any in connection with the offer and sale of the Subscription Receipts whose attendees have been invited by general solicitation or general advertising.

No Offering Memorandum. Neither the Company Corporation nor the Agent shall: Agents shall (i) except for the Investor Presentation, provide to prospective purchasers of Subscription Receipts Offered Securities any document or other material that would constitute an offering memorandum within the meaning of the applicable securities laws Securities Laws of the Selling Offering Jurisdictions; , or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Subscription ReceiptsOffered Securities, including but not limited to, causing the sale of the Subscription Receipts Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic displaydisplay or the Internet, or otherwise, or conduct any seminar or meeting relating to any offer and sale of the Subscription Receipts Offered Securities whose attendees have been invited by a general solicitation or general advertising.

No Offering Memorandum. Neither the Company Corporation nor the Agent shall: Agents shall (i) provide to prospective purchasers of the Subscription Receipts any document or other material that would constitute an offering memorandum within the meaning of Securities Laws, other than the applicable securities laws of the Selling Jurisdictions; Corporate Presentation, or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Subscription Receipts, including but not limited to, by causing the sale of the Subscription Receipts to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, circulation or broadcast over radio, television or telecommunications, including electronic display, or otherwise, or conduct any seminar or meeting relating to any in connection with the offer and sale of the Subscription Receipts whose attendees have been invited by general solicitation or general advertising.

No Offering Memorandum. Neither Other than the Company Presentation, neither the Corporation nor the Agent shall: shall (i) provide to prospective purchasers of Subscription Receipts Offered Units any document or other material that would constitute an offering memorandum within the meaning of the applicable securities laws Securities Laws of the Selling Offering Jurisdictions; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Subscription ReceiptsOffered Units, including but not limited to, causing the sale of the Subscription Receipts Offered Units to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic displaydisplay or the Internet, or otherwise, or conduct any seminar or meeting relating to any offer and sale of the Subscription Receipts Offered Units whose attendees have been invited by a general solicitation or general advertising.

No Offering Memorandum. Neither the Company Corporation nor the Agent shall: shall (i) provide to prospective purchasers of Subscription Receipts Offered Securities any document or other material that would constitute an offering memorandum within the meaning of the applicable securities laws Securities Laws of the Selling Jurisdictions; Offering Jurisdictions or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Subscription ReceiptsOffered Securities, including but not limited to, causing the sale of the Subscription Receipts Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic displaydisplay or the Internet, or otherwise, or conduct any seminar or meeting relating to any offer and sale of the Subscription Receipts Offered Securities whose attendees have been invited by a general solicitation or advertising.

No Offering Memorandum. Neither the Company nor the Agent shall: Agents shall (i) provide to prospective purchasers of Subscription Receipts the Units any document or other material that would constitute an offering memorandum or future oriented financial information within the meaning of the applicable securities laws of the Selling JurisdictionsSecurities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Subscription ReceiptsUnits, including but not limited to, causing the sale of the Subscription Receipts Units to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or otherwise, or conduct any seminar or meeting relating to any the offer and sale of the Subscription Receipts Units whose attendees have been invited by general solicitation or advertising.

No Offering Memorandum. Neither the Company Corporation nor the Agent shall: (i) provide to prospective purchasers of Subscription Receipts Purchasers any document or other material or informa tion that would constitute an offering memorandum within the meaning of Canadia n Securities Laws other than the applicable securities laws of the Selling JurisdictionsPresentation; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Subscription ReceiptsSpecial Warrants, including but not limited to, causing the sale of the Subscription Receipts Specia l Warrants to be advertised in any newspaper, magazine, printed public mediamedia , printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or otherwise, or conduct any seminar or meeting relating to any the offer and sale of the Subscription Receipts Specia l Warrants whose attendees have been invited by general solicitation or advertising.

No Offering Memorandum. Neither the Company Corporation nor the Agent shall: Agents shall (i) provide to prospective purchasers of Subscription Receipts Units any document or other material that would constitute an offering memorandum within the meaning of the applicable securities laws Securities Laws of the Selling Jurisdictions; Offering Jurisdictions or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Subscription ReceiptsUnits, including but not limited to, causing the sale of the Subscription Receipts Units to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic displaydisplay or the Internet, or otherwise, or conduct any seminar or meeting relating to any offer and sale of the Subscription Receipts Units whose attendees have been invited by a general solicitation or general advertising.

No Offering Memorandum. Neither the Company nor the Agent shall: Underwriter shall (i) provide to prospective purchasers of Subscription Receipts the Offered Securities any document or other material that would constitute an offering memorandum or future oriented financial information within the meaning of the applicable securities laws of the Selling JurisdictionsSecurities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Subscription ReceiptsOffered Securities, including but not limited to, causing the sale of the Subscription Receipts Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or otherwise, or conduct any seminar or meeting relating to any the offer and sale of the Subscription Receipts Offered Securities whose attendees have been invited by general solicitation or advertising.