Common use of Obligation of Underwriters to Purchase Clause in Contracts

Obligation of Underwriters to Purchase. The obligation of the Underwriters to purchase the Purchased Units or the Additional Units, as the case may be at the Closing Time or on the Option Closing Date, as the case may be, shall be several and not joint and shall be limited to the percentage of the Purchased Units or the Additional Units, as the case may be, set out opposite the name of the Underwriters respectively below: CIBC World Markets Inc. 25% Citigroup Global Markets Canada Inc. 22% UBS Securities Canada Inc. 22% BMO Xxxxxxx Xxxxx Inc. 10% Xxxxxxx Xxxx & Company, LLC 7% GMP Securities L.P. 7% Credit Suisse Securities (Canada), Inc. 5% Salman Partners Inc. 2% Subject to section 18(c), in the event that any of the Underwriters shall fail to purchase its applicable percentage of the Purchased Units or the Additional Units, as the case may be, at the Closing Time or on the Option Closing Date, as the case may be, the others shall be obligated, severally (not jointly), to purchase on a pro rata basis all of the percentage of the Purchased Units or the Additional Units, as the case may be, that would otherwise have been purchased by the defaulting Underwriter(s); provided, however, that in the event that the percentage of the total number of Purchased Units or Additional Units, as the case may be, which the defaulting Underwriter(s) has failed to purchase exceeds 10% of the total number of Purchased Units or Additional Units, as the case may be, which the Underwriters have agreed to purchase, the other Underwriters shall have the right, but shall not be obligated, to purchase on a pro rata basis all of the percentage of the total number of Purchased Units or Additional Units, as the case may be, that would otherwise have been purchased by the defaulting Underwriter(s). In the event that such right is not exercised, then Pretivm and Silver Standard shall have the right to terminate their respective obligations hereunder without liability except as set out below and the other Underwriters which are not in default shall be relieved of all obligations to Pretivm and Silver Standard in respect of the defaulting Underwriter’s Units. Nothing in this section 18(a) shall oblige Pretivm or Silver Standard to sell to the Underwriters less than all of the Purchased Units or the Additional Units, as the case may be, or relieve from liability to Pretivm or Silver Standard any Underwriter which shall be so in default. In the event of a termination by Pretivm or Silver Standard of their respective obligations under this Agreement pursuant to this section 18, there shall be no further liability on the part of Pretivm or Silver Standard to the Underwriters except in respect of any liability which may have arisen or may arise under sections 14, 15 and 17.

Obligation of Underwriters to Purchase. The obligation of the Underwriters to purchase the Purchased Units Shares or the Additional UnitsShares, as the case may be at the Closing Time or on the Option Closing Date, as the case may be, shall be several and not joint and shall be limited to the percentage of the Purchased Units Shares or the Additional UnitsShares, as the case may be, set out opposite the name of the Underwriters respectively below: CIBC World Markets Inc. 2533% Citigroup Global Markets Canada Inc. 2221% UBS Securities Canada Inc. 2221% BMO Xxxxxxx Xxxxx Inc. 10% Xxxxxxx Xxxx & Company, LLC 7% GMP Securities L.P. 78% Credit Suisse Securities (Canada), Inc. 5% Xxxxxxx Xxxx & Company, LLC 5% GMP Securities L.P. 5% Salman Partners Inc. 2% The foregoing is also the applicable percentage of the total number of Offered Shares which each of the Underwriters may offer on a best efforts agency basis. Subject to section 18(c), in the event that any of the Underwriters shall fail to purchase its applicable percentage of the Purchased Units Shares or the Additional UnitsShares, as the case may be, at the Closing Time or on the Option Closing Date, as the case may be, the others shall be obligated, severally (not jointly), to purchase on a pro rata basis all of the percentage of the Purchased Units Shares or the Additional UnitsShares, as the case may be, that would otherwise have been purchased by the defaulting Underwriter(s); provided, however, that in the event that the percentage of the total number of Purchased Units Shares or Additional UnitsShares, as the case may be, which the defaulting Underwriter(s) has failed to purchase exceeds 10% of the total number of Purchased Units Shares or Additional UnitsShares, as the case may be, which the Underwriters have agreed to purchase, the other Underwriters shall have the right, but shall not be obligated, to purchase on a pro rata basis all of the percentage of the total number of Purchased Units Shares or Additional UnitsShares, as the case may be, that would otherwise have been purchased by the defaulting Underwriter(s). In the event that such right is not exercised, then Pretivm and Silver Standard the Company shall have the right to terminate their respective its obligations hereunder without liability except as set out below and the other Underwriters which are not in default shall be relieved of all obligations to Pretivm and Silver Standard the Company in respect of the defaulting Underwriter’s UnitsShares. Nothing in this section 18(a) shall oblige Pretivm or Silver Standard the Company to sell to the Underwriters less than all of the Purchased Units Shares or the Additional UnitsShares, as the case may be, or relieve from liability to Pretivm or Silver Standard the Company any Underwriter which shall be so in default. In the event of a termination by Pretivm or Silver Standard the Company of their respective its obligations under this Agreement pursuant to this section 18, there shall be no further liability on the part of Pretivm the Company or Silver Standard the Vendor to the Underwriters except in respect of any liability which may have arisen or may arise under sections 14, 15 and 17.

Obligation of Underwriters to Purchase. The Subject to the terms and conditions of this Agreement, the obligation of the Underwriters to purchase the Purchased Units Offered Shares or the Additional Units, as the case may be Shares at the Closing Time or on at the Option Closing DateTime, as the case may be, shall be several joint (and not solidary, nor joint and several) and shall be limited to the percentage of the Purchased Units Offered Shares or the Additional UnitsShares, as the case may be, set out opposite the name of the respective Underwriters respectively below: BMO 25.0% CIBC World Markets Inc. 2525.0% Citigroup Global Markets Canada Inc. 22RBC 25.0% UBS Securities Canada Inc. 22NBF 5.0% BMO Xxxxxxx Xxxxx Inc. 10Davy 5.0% Xxxxxxx Xxxx & Company, LLC 7Goodbody 5.0% Desjardins 2.5% GMP Securities L.P. 72.5% Credit Suisse Securities (Canada), Inc. 5HSBC 2.5% Salman Partners Inc. 2Laurentian 2.5% Subject to section 18(c)Section 23.3, in the event that any of the Underwriters if an Underwriter (a “Refusing Underwriter”) shall fail to purchase its applicable percentage of the Purchased Units Offered Shares or the Additional UnitsShares, as the case may bebe (the “Defaulted Securities”), at the Closing Time or on the Option Closing DateTime, as the case may be, the others shall remaining Underwriters (the “Continuing Underwriters”) will be obligatedentitled, severally at their option, to purchase, jointly (and not jointlysolidarily, nor jointly and severally), to purchase all but not less than all of the Defaulted Securities on a pro rata basis all of among the Continuing Underwriters in proportion to the percentage of Offered Shares which such Continuing Underwriters have agreed to purchase pursuant to this Agreement or in any proportion agreed upon, in writing, by the Purchased Units Continuing Underwriters. If no such arrangement has been made and the number of Defaulted Securities to be purchased by the Refusing Underwriters does not exceed 10.0% of the total number of the Offered Shares or the Additional UnitsShares, as the case may be, that would otherwise have been the Continuing Underwriters will be obligated to purchase, solidarily, the Defaulted Securities on the terms set out in this Agreement in such proportions. If the number of Defaulted Securities to be purchased by the defaulting Underwriter(s); provided, however, that in the event that the percentage Refusing Underwriters exceeds 10.0% of the total number of Purchased Units the Offered Shares or the Additional UnitsShares, as the case may be, which the defaulting Underwriter(s) has failed Continuing Underwriters will not be obliged to purchase exceeds 10% the Defaulted Securities and, if the Continuing Underwriters do not elect to purchase the Defaulted Securities, the Continuing Underwriters will not be obliged to purchase any of the total number of Purchased Units Offered Shares or the Additional UnitsShares, as the case may be, which the Underwriters have agreed to purchase, the other Underwriters shall have the right, but shall not be obligated, to purchase on a pro rata basis all of the percentage of the total number of Purchased Units or Additional Units, as the case may be, that would otherwise have been purchased by the defaulting Underwriter(s). In the event that such right is not exercised, then Pretivm and Silver Standard shall have the right to terminate their respective obligations hereunder without liability except as set out below and the other Underwriters which are not in default shall be relieved of all obligations to Pretivm and Silver Standard in respect of the defaulting Underwriter’s Units. Nothing in this section 18(a) shall oblige Pretivm or Silver Standard to sell to the Underwriters less than all of the Purchased Units or the Additional Units, as the case may be, or relieve from liability to Pretivm or Silver Standard any Underwriter which shall be so in default. In the event of a termination by Pretivm or Silver Standard of their respective obligations under this Agreement pursuant to this section 18, there shall be no further liability or obligation on the part of Pretivm the Company or Silver Standard to the Underwriters except in respect of any liability which may have arisen or may arise under sections 14Sections 19, 15 20 and 1722. Nothing in this Section 23 shall oblige the Company to sell to the Underwriters less than all of the Offered Shares or the Additional Shares covered by the Over-Allotment Option Notice, as the case may be, or relieve from liability to the Company any Underwriter which shall be so in default.

Obligation of Underwriters to Purchase. The Subject to the terms and conditions of this Agreement, the obligation of the Underwriters (directly or through their Canadian affiliates, as applicable) to purchase the Purchased Units Securities or the Additional Units, as the case may be Securities at the Closing Time or on at the Option Closing DateTime, as the case may be, shall be several and not joint and shall be limited to the percentage of the Purchased Units Securities or the Additional UnitsSecurities, as the case may be, set out opposite the name of the respective Underwriters respectively below: CIBC World Markets Inc. 25% Citigroup Global Markets Canada Inc. 22% UBS Securities Canada Inc. 22% BMO Xxxxxx Xxxxxxx Xxxxx Inc. 10& Co. LLC [ ] % Xxxxxxx Xxxx Lynch, Pierce, Xxxxxx & CompanyXxxxx Incorporated [ ] % RBC Capital Markets, LLC 7[ ] % Paradigm Capital Inc. [ ] % Xxxx Capital Partners, LLC [ ] % GMP Securities L.P. 7[ ] % Credit Suisse X.X. Xxxxxxxx & Co. [ ] % Wedbush Securities (Canada), Inc. 5% Salman Partners Inc. 2[ ] % Subject to section 18(c)Section 20.3, in the event that any of the Underwriters if an Underwriter (a “Refusing Underwriter”) shall fail to purchase its applicable percentage of the Purchased Units Securities or the Additional UnitsSecurities, as the case may bebe (the “Defaulted Securities”), at the Closing Time or on the Option Closing DateTime, as the case may be, the others shall remaining Underwriters (the “Continuing Underwriters”) will be obligatedentitled, at their option, to purchase, severally (and not jointly), to purchase all but not less than all of the Defaulted Securities on a pro rata basis all of among the Continuing Underwriters in proportion to the percentage of Purchased Securities which such Continuing Underwriters have agreed to purchase pursuant to this Agreement or in any proportion agreed upon, in writing, by the Continuing Underwriters. If no such arrangement has been made and the number of Defaulted Securities to be purchased by the Refusing Underwriters does not exceed 10% of the total number of the Purchased Units Securities or the Additional UnitsSecurities, as the case may be, that would otherwise have been the Continuing Underwriters will be obligated to purchase, on a pro-rata basis (based on the percentages shown above) all, but not less than all of, the Defaulted Securities on the terms set out in this Agreement. If the number of Defaulted Securities to be purchased by the defaulting Underwriter(s); provided, however, that in the event that the percentage of the total number of Purchased Units or Additional Units, as the case may be, which the defaulting Underwriter(s) has failed to purchase Refusing Underwriters exceeds 10% of the total number of the Purchased Units Securities or the Additional UnitsSecurities, as the case may be, which the Continuing Underwriters have agreed will not be obliged to purchasepurchase the Defaulted Securities and, if the Continuing Underwriters do not elect to purchase the Defaulted Securities, the other Continuing Underwriters shall have the right, but shall will not be obligated, obliged to purchase on a pro rata basis all any of the percentage of Purchased Securities or the total number of Purchased Units or Additional UnitsSecurities, as the case may be, that would otherwise have been purchased by the defaulting Underwriter(s). In the event that such right is not exercised, then Pretivm and Silver Standard shall have the right to terminate their respective obligations hereunder without liability except as set out below and the other Underwriters which are not in default shall be relieved of all obligations to Pretivm and Silver Standard in respect of the defaulting Underwriter’s Units. Nothing in this section 18(a) shall oblige Pretivm or Silver Standard to sell to the Underwriters less than all of the Purchased Units or the Additional Units, as the case may be, or relieve from liability to Pretivm or Silver Standard any Underwriter which shall be so in default. In the event of a termination by Pretivm or Silver Standard of their respective obligations under this Agreement pursuant to this section 18, there shall be no further liability on the part of Pretivm the Corporation or Silver Standard to the Underwriters except in respect of any liability which may have arisen or may arise under sections 14Sections 16, 15 17 and 1719. Nothing in this Section 20 shall oblige the Corporation to sell to the Underwriters fewer than all of the Purchased Securities or the Additional Securities covered by the Over-Allotment Option Notice, as the case may be, or relieve from liability to the Corporation any Underwriter which shall be so in default.

Obligation of Underwriters to Purchase. The obligation of the Underwriters to purchase the Purchased Units or the Additional Units, as the case may be at the Closing Time or on the Option Closing Date, as the case may be, shall be several joint and not joint solidary and shall be limited to the percentage of the Purchased Units or the Additional Units, as the case may be, set out opposite the name of the Underwriters respectively below: TD SECURITIES INC. 28% CIBC World Markets Inc. 25% Citigroup Global Markets Canada Inc. 22% UBS Securities Canada Inc. WORLD MARKETS INC. 22% BMO Xxxxxxx Xxxxx Inc. 10XXXXXXX XXXXX INC. 11% Xxxxxxx Xxxx & Company, LLC 7DESJARDINS SECURITIES INC. 11% GMP Securities L.P. 7NATIONAL BANK FINANCIAL INC. 11% Credit Suisse Securities (Canada), Inc. 5SCOTIA CAPITAL INC. 11% Salman Partners Inc. 2CANACCORD CAPITAL CORPORATION 3% GENUITY CAPITAL MARKETS G.P. 3% Subject to section 18(c19(c), in the event that any of the Underwriters shall fail to purchase its applicable percentage of the Purchased Units or the Additional Units, as the case may be, at the Closing Time or on the Option Closing Date, as the case may be, the others shall be obligated, severally jointly (not jointlysolidarily), to purchase on a pro rata basis all of the percentage of the Purchased Units or the Additional Units, as the case may be, that would otherwise have been purchased by the defaulting Underwriter(s); provided, however, that in the event that the percentage of the total number of Purchased Units or Additional Units, as the case may be, which the defaulting Underwriter(s) has failed to purchase exceeds 1012% of the total number of Purchased Units or Additional Units, as the case may be, which the Underwriters have agreed to purchase, the other Underwriters shall have the right, but shall not be obligated, to purchase on a pro rata basis all of the percentage of the total number of Purchased Units or Additional Units, as the case may be, that would otherwise have been purchased by the defaulting Underwriter(s). In the event that such right is not exercised, then Pretivm and Silver Standard shall have the right to terminate their respective obligations hereunder without liability except as set out below and the other Underwriters which are not in default shall be relieved of all obligations to Pretivm and Silver Standard in respect of the defaulting Underwriter’s UnitsFund. Nothing in this section 18(a19(a) shall oblige Pretivm or Silver Standard the Fund to sell to the Underwriters less than all of the Purchased Units or the Additional Units, as the case may be, or relieve from liability to Pretivm or Silver Standard the Fund any Underwriter which shall be so in default. In the event of a termination by Pretivm or Silver Standard the Fund of their respective its obligations under this Agreement pursuant to this section 18Agreement, there shall be no further liability on the part of Pretivm or Silver Standard the Fund to the Underwriters except in respect of any liability which may have arisen or may arise under sections 1415, 15 16 and 1718.

Obligation of Underwriters to Purchase. The (a) Subject to the terms and conditions of this Agreement, the obligation of the Underwriters to purchase the Purchased Units Firm Shares or the Additional Units, as the case may be Option Shares at the Closing Time or on at the Option Closing DateTime, as the case may be, shall be several and not joint (nor joint and several) and shall be limited equal to the percentage of the Purchased Units Firm Shares or the Additional UnitsOption Shares, as the case may be, set out opposite the name of the respective Underwriters respectively below: CIBC World Markets Inc. 2532.5% Citigroup Global Markets Canada Inc. 22Eight Capital 32.5% UBS GMP Securities Canada Inc. 22L.P. 15.0% BMO Xxxxxxx Xxxxx Inc. 105.0% Xxxxxxx Xxxx & Company, LLC 7Cormark Securities Inc. 5.0% GMP Securities L.P. 7PI Financial Corp. 5.0% Credit Suisse Securities Scotia Capital Inc. 5.0% (Canadab) Subject to Section 26(d), Inc. 5% Salman Partners Inc. 2% Subject to section 18(c), in the event that any of the Underwriters if an Underwriter (a “Refusing Underwriter”) shall fail to purchase its applicable percentage of the Purchased Units Firm Shares or the Additional UnitsOption Shares, as the case may bebe (the “Defaulted Securities”), at the Closing Time or on the Option Closing DateTime, as the case may be, the others shall remaining Underwriters (the “Continuing Underwriters”) will be obligatedentitled, at their option, to purchase, severally and not jointly (not jointlyor jointly and severally), to purchase all but not less than all of the Defaulted Securities on a pro rata basis all of among the Continuing Underwriters in proportion to the percentage of Firm Shares which such Continuing Underwriters have agreed to purchase pursuant to this Agreement or in any proportion agreed upon, in writing, by the Purchased Units Continuing Underwriters. If no such arrangement has been made and the number of Defaulted Securities to be purchased by the Refusing Underwriters does not exceed, in aggregate, 5% of the total number of the Firm Shares or the Additional UnitsOption Shares, as the case may be, the Continuing Underwriters will be obligated to purchase, severally and not jointly (or jointly and severally), the Defaulted Securities on the terms set out in this Agreement in such proportions, provided that the Continuing Underwriters shall have the right to postpone the Closing Time or the Option Closing Time, as applicable, for such period not exceeding three Business Days as they shall determine and notify the Company in order that the required changes, if any, to the Offering Documents or to any other documents or arrangements may be effected. If the number of Defaulted Securities to be purchased by the Refusing Underwriters exceeds, in aggregate, 5% of the total number of the Firm Shares or the Option Shares, as the case may be, the Continuing Underwriters will not be obliged to purchase the Defaulted Securities and, if the Continuing Underwriters do not elect to purchase the Defaulted Securities, each such Continuing Underwriter shall have the right to either: (i) terminate their obligations under this Agreement; or (ii) proceed with the purchase of its percentage of Firm Shares or Option Shares as provided in Section 26(a) and in such a case the Company shall sell such Firm Shares or Option Shares to the Underwriters in accordance with the terms of this Agreement. If the Continuing Underwriters terminate their obligations under this Agreement pursuant to clause (ii), the obligations of the Company under this Agreement will also terminate without any liability on the part of the Company except in respect of any liability which may have arisen or may arise under Sections 22, 23 and 25. Nothing in this Section 26 shall relieve from liability to the Company any Underwriter which shall be so in default. (c) If the number of the Firm Shares or the Option Shares, as the case may be, that the Continuing Underwriters wish to purchase exceeds the number of the Firm Shares or the Option Shares, as the case may be, that would otherwise have been purchased by the defaulting Underwriter(s); providedan Underwriter that is in default, however, that in the event that the percentage of the total number of Purchased Units such Firm Shares or Additional UnitsOption Shares, as the case may be, which shall be divided pro rata among the defaulting Underwriter(s) has failed Continuing Underwriters desiring to purchase exceeds 10% of the total number of Purchased Units such Firm Shares or Additional UnitsOption Shares, as the case may be, which in proportion to the percentage of Firm Shares or Option Shares, as the case may be, that such Underwriters have agreed to purchasepurchase as set out in Section 26(a). (d) In the event that one or more but not all of the Underwriters shall exercise their right of termination under Section 21, the other Continuing Underwriters shall have the right, but shall not be obligated, to purchase on a pro rata basis all of the percentage Firm Shares or Option Shares in respect of which a Refusing Underwriter has exercised its right of termination. If the total number of Purchased Units such Firm Shares or Additional UnitsOption Shares, as the case may be, that would otherwise the Continuing Underwriters wish, but are not obliged, to purchase exceeds the number of such Firm Shares or Option Shares, as the case may be, which remain available for purchase, such Firm Shares or Option Shares, as the case may be, shall be divided pro rata among the Underwriters desiring to purchase such Firm Shares or Option Shares, as the case may be, in proportion to the percentage of Firm Shares or Option Shares, as the case may be, which such Underwriters have been purchased by the defaulting Underwriter(s). In the event that such right is not exercised, then Pretivm and Silver Standard shall have the right agreed to terminate their respective obligations hereunder without liability except purchase as set out below and the other Underwriters which are not in default shall be relieved of all obligations to Pretivm and Silver Standard in respect of the defaulting Underwriter’s Units. Section 26(a). (e) Nothing in this section 18(a) Section 26 or in Section 21 shall oblige Pretivm or Silver Standard the Company to sell to the Underwriters less than all of the Purchased Units Firm Shares or the Additional Units, as Option Shares set out in the case may be, or relieve from liability to Pretivm or Silver Standard any Underwriter which shall be so in default. In the event of a termination by Pretivm or Silver Standard of their respective obligations under this Agreement pursuant to this section 18, there shall be no further liability on the part of Pretivm or Silver Standard to the Underwriters except in respect of any liability which may have arisen or may arise under sections 14, 15 and 17applicable Over-Allotment Option Notice.