Common use of Offering Document Amendments Clause in Contracts

Offering Document Amendments. (i) During the period from the date of this Agreement until the later of the First Closing Date (or with respect to the Optional Shares, each Option Closing Date) and the date of completion of distribution of the Offered Shares under the Final Offering Documents, the Company will comply with Section 25 of the Securities Act (Québec) and with the comparable provisions of the other Canadian Securities Laws, and the Company will prepare, with the input of the Underwriters, and the Company will file promptly after consultation with the Underwriters, any Canadian Prospectus Amendment which, in the opinion of the Company, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements and take all actions necessary to continue to qualify the Offered Shares for distribution in each of the Qualifying Jurisdictions for as long as may be necessary to complete the distribution of the Offered Shares. (ii) In the event that the Company is required by Canadian Securities Laws (as a result of a change in Canadian Securities Laws or otherwise) to prepare and file a Canadian Prospectus Amendment, the Company shall prepare and deliver promptly to the Underwriters signed and certified copies of such Canadian Prospectus Amendment in the English and French languages. Concurrently with the delivery of any Canadian Prospectus Amendment, the Company shall deliver to the Underwriters, with respect to such Canadian Prospectus Amendment, documents similar to those referred to in Sections 6(a)(i)(y), 6(a)(ii)(y) and 6(b). The Underwriters shall deliver a copy of any applicable Canadian Prospectus Amendment to each purchaser of Offered Shares from the Underwriters in accordance with Canadian Securities Laws. (iii) In addition to the matters set out above in this Section 3(e) and in Section 3(g), the Company will, in good faith, discuss with the Underwriters any change, event or fact contemplated in those Sections which is of a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters under Section 3(g) and will consult with the Underwriters with respect to the form and content of any Offering Document Amendment, it being understood and agreed that no such Offering Document Amendment will be filed with any Canadian Securities Regulator or the Commission, and no Offering Document Amendment will be distributed, prior to review by the Underwriters and their counsel, and the Company shall permit the Underwriters to review and participate in the preparation of any Offering Document Amendment and shall allow each of the Underwriters to conduct any due diligence investigations which any of them reasonably requires in order to fulfill its obligations as an underwriter under the Canadian Securities Laws and United States Securities Laws in order to enable it to responsibly execute the certificate in any Offering Document Amendment required to be executed by it. (iv) If the Time of Sale Prospectus is being used to solicit offers to buy the Offered Shares at a time when the U.S. Final Prospectus is not yet available to prospective purchasers, and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus does not include a misrepresentation, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement, or if, in the reasonable opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company shall (subject to Section 3(b) and Section 3(c) hereof) promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not include a misrepresentation or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the information contained in the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (v) If, during such period after the first date of the public offering of the Offered Shares based upon the reasonable advice of counsel for the Underwriters, the Canadian Prospectus Supplement (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Canadian Prospectus Supplement in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, or if, based upon the reasonable advice of counsel for the Underwriters, it is necessary to amend or supplement the Canadian Prospectus Supplement to comply with applicable law, the Company will forthwith prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Underwriters will furnish to the Company) to which Offered Shares may have been sold by the Underwriters and to any other dealers upon request, either amendments or supplements to the Canadian Prospectus Supplement so that the statements in the Canadian Prospectus Supplement as so amended or supplemented will not, in the light of the circumstances in which they were made, be misleading or so that the Canadian Prospectus Supplement, as amended or supplemented, will comply with applicable law.

Offering Document Amendments. (i) During the period from the date of this Agreement until the later of the First Closing Date (or with respect to the Optional Shares, each Option Closing Date) and the date of completion of distribution of the Offered Shares Securities under the Final Offering Documents, the Company will comply with Section 25 of the Securities Act (Québec) and with the comparable provisions of the other Canadian Securities Laws, and the Company will prepare, with the input of the UnderwritersUnderwriter and the Selling Shareholder with respect to any Selling Shareholder Matter, and the Company will file promptly after consultation with the UnderwritersUnderwriter and the Selling Shareholder, any Canadian Prospectus Amendment which, in the opinion of the Company, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements and take all actions necessary to continue to qualify the Offered Shares Securities for distribution in each of the Qualifying Jurisdictions for as long as may be necessary to complete the distribution of the Offered Shares. (ii) Securities. In the event that the Company is required by Canadian Securities Laws (as a result of a change in Canadian Securities Laws or otherwise) to prepare and file a Canadian Prospectus Amendment, the Company (and the Selling Shareholder with respect to any Selling Shareholder Matter) shall prepare and deliver promptly to the Underwriters signed and certified Underwriter copies of such Canadian Prospectus Amendment in the English and French languages. Concurrently with the delivery of any Canadian Prospectus Amendment, the Company shall deliver to the UnderwritersUnderwriter, with respect to such Canadian Prospectus Amendment, documents similar to those referred to in Sections 6(a)(i)(y), 6(a)(ii)(y4.2(i) and 6(b4.2(ii). The Underwriters Underwriter shall deliver a copy of any applicable Canadian Prospectus Amendment to each purchaser of Offered Shares Securities from the Underwriters Underwriter in accordance with Canadian Securities Laws. (iii) . In addition to the matters set out above in this Section 3(e) 4.6 and in Section 3(g)11, the Company (and the Selling Shareholder with respect to any Selling Shareholder Matter) will, in good faith, discuss with the Underwriters Underwriter any change, event or fact contemplated in those Sections which is of a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters Underwriter under Section 3(g) 11 and will consult with the Underwriters Underwriter with respect to the form and content of any Offering Document Amendment, it being understood and agreed that no such Offering Document Amendment will be filed with any Canadian Securities Regulator or the CommissionSEC, and no Offering Document Amendment will be distributed, prior to review by the Underwriters Underwriter and their its counsel, and the Company shall permit the Underwriters Underwriter to review and participate in the preparation of any Offering Document Amendment and shall allow each of the Underwriters Underwriter to conduct any due diligence investigations which any of them it reasonably requires in order to fulfill its obligations as an underwriter under the Canadian Securities Laws and United States Securities Laws in order to enable it to responsibly execute the certificate in any Offering Document Amendment required to be executed by it. (iv) . If the Time of Sale Prospectus is being used in the United States to solicit offers to buy the Offered Shares Securities at a time when the U.S. Final Prospectus is not yet available to prospective purchasers, purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus so that in order to make the statements therein, in the light of the circumstances when the Time of Sale Prospectus does is delivered to a prospective purchaser, not include a misrepresentationmisleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration StatementStatement then on file, or if, in based upon the reasonable opinion advice of counsel for the UnderwritersUnderwriter, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company shall (subject covenants to Section 3(b) and Section 3(c) hereof) promptly forthwith prepare, file with the Commission SEC and furnish, at its own expense, to the Underwriters Underwriter and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not include not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a misrepresentation prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the information contained in the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (v) . If, during such period after the first date of the public offering of the Offered Shares Offering based upon the reasonable advice of counsel for the Underwriters, Underwriter the Canadian Prospectus Supplement (or in lieu thereof the notice referred to in Rule 173(a) of the Securities 1933 Act) is required by law to be delivered in connection with sales by an the Underwriter or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Canadian Prospectus Supplement in order to make the statements therein, in the light of the circumstances when the Canadian Prospectus Supplement (or in which they were madelieu thereof the notice referred to in Rule 173(a) of the 1933 Act) is delivered to a purchaser, not misleading, or if, based upon the reasonable advice of counsel for the UnderwritersUnderwriter, it is necessary to amend or supplement the Canadian Prospectus Supplement to comply with applicable law, the Company will forthwith prepare, file with the Commission SEC and furnish, at its own expense, to the Underwriters Underwriter and to the dealers (whose names and addresses the Underwriters Underwriter will furnish to the Company) to which Offered Shares Securities may have been sold by the Underwriters Underwriter and to any other dealers upon request, either amendments or supplements to the Canadian Prospectus Supplement so that the statements in the Canadian Prospectus Supplement as so amended or supplemented will not, in the light of the circumstances when the Canadian Prospectus Supplement (or in which they were madelieu thereof the notice referred to in Rule 173(a) of the 1933 Act) is delivered to a purchaser, be misleading or so that the Canadian Prospectus Supplement, as amended or supplemented, will comply with applicable law. In addition, if, prior to the completion of the distribution of the Securities by the Underwriter, any event shall occur as a result of which it is necessary, in the reasonable view of the Company after consultation with the Underwriter, to amend or supplement the Offering Documents in order that the Offering Documents not include any untrue statement of material fact or omit to state any material fact that is required to be stated or that is necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company (and the Selling Shareholder with respect to any Selling Shareholder Matter) will forthwith amend or supplement the Offering Documents by preparing, with the input of the Underwriter and the Selling Shareholder with respect to any Selling Shareholder Matter, and furnishing to the Underwriter an Offering Document Amendment so that, as so amended or supplemented, the Offering Documents will not include an untrue statement of a material fact or omit to state a material fact that is required to be stated or that is necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Offering Document Amendments. (i) During the period from the date of this Agreement until the later of the First Closing Date (or with respect to the Optional Shares, each Option Closing Date, if applicable) and the date of completion of the distribution of the Offered Shares Securities under the Final Offering Documents, the Company will comply with Section 25 of the Securities Act (QuébecOntario) and with the comparable provisions of the other Canadian Securities Laws, and the Company will prepare, with the input of the UnderwritersAgents, and the Company will file promptly after consultation with the UnderwritersAgents, any Canadian Prospectus Amendment and Marketing Documents Amendment which, in the opinion of the Company, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements and take all actions necessary to continue to qualify the Offered Shares Securities for distribution in each of the Qualifying Jurisdictions for as long as may be necessary to complete the distribution of the Offered Shares. (ii) Securities. In the event that the Company is required by Canadian Securities Laws (as a result of a change in Canadian Securities Laws or otherwise) to prepare and file a Canadian any Prospectus Amendment or Marketing Documents Amendment, the Company shall prepare and deliver promptly to the Underwriters Agents signed and certified copies of such Canadian Prospectus Amendment in the English and French languages. Concurrently with the delivery of any Canadian Prospectus Amendment or Marketing Documents Amendment, the Company shall deliver to the UnderwritersAgents, with respect to such Canadian Prospectus Amendment and Marketing Documents Amendment, documents similar to those referred to in Sections 6(a)(i)(y5.1(a), 6(a)(ii)(y5.1(f) and 6(b5.1(g). The Underwriters shall deliver a copy of any applicable Canadian Prospectus Amendment to each purchaser of Offered Shares from the Underwriters in accordance with Canadian Securities Laws. (iii) In addition to the matters set out above in this Section 3(e) 5.2 and in Section 3(g)13, the Company and FII will, in good faith, discuss with the Underwriters Agents any change, event or fact contemplated in those Sections which is of a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters Agents under Section 3(g) 13 and will consult with the Underwriters Agents with respect to the form and content of any Offering Document Amendment, it being understood and agreed that no such Offering Document Prospectus Amendment or Marketing Documents Amendment will be filed with any Canadian Securities Regulator or the CommissionRegulator, and no Offering Document Amendment will be distributed, prior to review and approval by the Underwriters Agents and their counsel, and the Company shall permit the Underwriters Agents to review and participate fully in the preparation of any Offering Document Amendment and shall allow each of the Underwriters to conduct any due diligence investigations which any of them reasonably requires in order to fulfill its obligations as an underwriter under the Canadian Securities Laws and United States Securities Laws in order to enable it to responsibly execute the certificate in any Offering Document Amendment required to be executed by itAmendment. (iv) If the Time of Sale Prospectus is being used to solicit offers to buy the Offered Shares at a time when the U.S. Final Prospectus is not yet available to prospective purchasers, and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus does not include a misrepresentation, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement, or if, in the reasonable opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company shall (subject to Section 3(b) and Section 3(c) hereof) promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not include a misrepresentation or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the information contained in the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (v) If, during such period after the first date of the public offering of the Offered Shares based upon the reasonable advice of counsel for the Underwriters, the Canadian Prospectus Supplement (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Canadian Prospectus Supplement in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, or if, based upon the reasonable advice of counsel for the Underwriters, it is necessary to amend or supplement the Canadian Prospectus Supplement to comply with applicable law, the Company will forthwith prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Underwriters will furnish to the Company) to which Offered Shares may have been sold by the Underwriters and to any other dealers upon request, either amendments or supplements to the Canadian Prospectus Supplement so that the statements in the Canadian Prospectus Supplement as so amended or supplemented will not, in the light of the circumstances in which they were made, be misleading or so that the Canadian Prospectus Supplement, as amended or supplemented, will comply with applicable law.

Offering Document Amendments. (i) During the period from the date of this Agreement until the later of the First Closing Date (or with respect to the Optional Shares, each Option Closing Date) and the date of completion of distribution of the Offered Shares under the Final Offering Documents, the Company will comply in all material respects with Section 25 of the Securities Act (Québec) and with the comparable provisions of the other applicable Canadian Securities Laws, and the Company will prepare, with the input of the Underwriters, acting reasonably, and the Company will file promptly after consultation with the Underwriters, any Canadian Prospectus Amendment which, in the opinion of the Company, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements and take all actions necessary to continue to qualify the Offered Shares for distribution in each of the Qualifying Jurisdictions for as long as may be necessary to complete the distribution of the Offered Shares. (ii) In the event that the Company is required by Canadian Securities Laws (as a result of a change in Canadian Securities Laws or otherwise) to prepare and file a Canadian Prospectus Amendment, the Company shall prepare and deliver promptly to the Underwriters signed and certified copies of such Canadian Prospectus Amendment in the English and French languageslanguage. Concurrently with the delivery of any Canadian Prospectus Amendment, the Company shall deliver to the Underwriters, with respect to such Canadian Prospectus Amendment, documents similar to those referred to in Sections 6(a)(i)(y5(a)(y)(i), 6(a)(ii)(y5(a)(y)(ii) and 6(b5(b). The Underwriters shall deliver a copy of any applicable Canadian Prospectus Amendment to each purchaser of Offered Shares from the Underwriters in accordance with Canadian Securities Laws. (iii) In addition to the matters set out above in this Section 3(e4(f) and in Section 3(g4(h), the Company will, in good faith, discuss with the Underwriters any change, event or fact contemplated in those Sections which is of a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters under Section 3(g4(h) and will consult with the Underwriters with respect to the form and content of any Offering Document Amendment, it being understood and agreed that no such Offering Document Amendment will be filed with any Canadian Securities Regulator or the Commission, and no Offering Document Amendment will be distributed, prior to review by the Underwriters and their counsel, and the Company shall permit the Underwriters to reasonably review and participate in the preparation of any Offering Document Amendment and shall allow each of the Underwriters to conduct any due diligence investigations which any of them reasonably requires in order to fulfill its obligations as an underwriter under the Canadian Securities Laws and United States Securities Laws in order to enable it to responsibly execute the certificate in any Offering Document Amendment required to be executed by it. (iv) If the Time of Sale Prospectus is being used to solicit offers to buy the Offered Shares at a time when the U.S. Final Prospectus is not yet available to prospective purchasers, and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus does not include a misrepresentation, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement, or if, in the reasonable opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company shall (subject to Section 3(b4(c) and Section 3(c4(d) hereof) promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not include a misrepresentation or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the information contained in the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (v) If, during such period after the first date of the public offering of the Offered Shares based upon the reasonable advice of counsel for the Underwriters, the Canadian Prospectus Supplement (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Canadian Prospectus Supplement in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, or if, based upon the reasonable advice of counsel for the Underwriters, it is necessary to amend or supplement the Canadian Prospectus Supplement to comply with applicable law, the Company will forthwith prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Underwriters will furnish to the Company) to which Offered Shares may have been sold by the Underwriters and to any other dealers upon request, either amendments or supplements to the Canadian Prospectus Supplement so that the statements in the Canadian Prospectus Supplement as so amended or supplemented will not, in the light of the circumstances in which they were made, be misleading or so that the Canadian Prospectus Supplement, as amended or supplemented, will comply with applicable law.

Offering Document Amendments. (i) During the period from the date of this Agreement until the later of the First Closing Date (or with respect to the Optional Shares, each Option Closing Date) and the date of completion of distribution of the Offered Shares Securities under the Final Offering Documents, the Company will comply with Section section 25 of the Securities Act (QuébecQuebec) and with the comparable provisions of the other Canadian Securities Laws, and the Company will prepare, with the input of the Underwriters, and the Company will file promptly after consultation with the Underwriters, any Canadian Prospectus Amendment which, in the opinion of the Company, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements and take all actions necessary to continue to qualify the Offered Shares Securities for distribution in each of the Qualifying Jurisdictions for as long as may be necessary to complete the distribution of the Offered Shares. (ii) Securities. In the event that the Company is required by Canadian Securities Laws (as a result of a change in Canadian Securities Laws or otherwise) to prepare and file a Canadian Prospectus Amendment, the Company shall prepare and deliver promptly to the Underwriters signed and certified copies of such Canadian Prospectus Amendment in the English and French languages. Concurrently with the delivery of any Canadian Prospectus Amendment, the Company shall deliver to the Underwriters, with respect to such Canadian Prospectus Amendment, documents similar to those referred to in Sections 6(a)(i)(y), 6(a)(ii)(ySection 6.1(i) and 6(b)shall prepare and deliver to the Underwriters a corresponding Offering Memorandum Amendment. The Underwriters shall deliver a copy of any applicable Canadian Prospectus Offering Document Amendment to each purchaser of Offered Shares Securities from the Underwriters in accordance with Canadian Securities Laws. (iii) Underwriters. In addition to the matters set out above in this Section 3(e) 6.2 and in Section 3(g)12, the Company will, in good faith, discuss with the Underwriters any change, event or fact contemplated in those Sections which is of a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters under Section 3(g) 12 and will consult with the Underwriters with respect to the form and content of any Prospectus Amendment and corresponding Offering Document Memorandum Amendment, it being understood and agreed that no such Offering Document Prospectus Amendment will be filed with any Canadian Securities Regulator or the CommissionRegulator, and no Offering Document Memorandum Amendment will be distributed, prior to review by the Underwriters and their counsel, and the Company shall permit the Underwriters to review and participate in the preparation of any Prospectus Amendment and corresponding Offering Document Memorandum Amendment and shall allow each of the Underwriters to conduct any due diligence investigations which any of them reasonably requires in order to fulfill its obligations as an underwriter under the Canadian Securities Laws and and, to the extent applicable to the Offering, the United States Securities Laws in order to enable it to responsibly execute the certificate in any Offering Document Prospectus Amendment required to be executed by it. (iv) If . In addition, if, prior to the Time completion of Sale Prospectus is being used to solicit offers to buy the Offered Shares at a time when distribution of the U.S. Final Prospectus is not yet available to prospective purchasersSecurities by the Underwriters, and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus does not include a misrepresentation, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement, or ifnecessary, in the reasonable opinion of counsel for the Company after consultation with the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company shall (subject to Section 3(b) and Section 3(c) hereof) promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so Offering Documents in order that the statements in the Time of Sale Prospectus as so amended or supplemented will Offering Documents not include a misrepresentation any untrue statement of material fact or so omit to state any material fact that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the information contained in the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (v) If, during such period after the first date of the public offering of the Offered Shares based upon the reasonable advice of counsel for the Underwriters, the Canadian Prospectus Supplement (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter stated or dealer, any event shall occur or condition exist as a result of which it that is necessary to amend or supplement the Canadian Prospectus Supplement in order to make the statements therein, in the light of the circumstances in under which they were made, not misleading, or if, based upon the reasonable advice of counsel for the Underwriters, it is necessary to Company will forthwith amend or supplement the Canadian Prospectus Supplement to comply with applicable lawOffering Documents by preparing, the Company will forthwith prepare, file with the Commission and furnish, at its own expense, to input of the Underwriters and furnishing to the dealers (whose names and addresses the Underwriters will furnish to the Company) to which Offered Shares may have been sold by the Underwriters and to any other dealers upon requesteach Underwriter an Offering Document Amendment so that, either amendments or supplements to the Canadian Prospectus Supplement so that the statements in the Canadian Prospectus Supplement as so amended or supplemented supplemented, the Offering Documents will notnot include an untrue statement of a material fact or omit to state a material fact that is required to be stated or that is necessary in order to make the statements therein, in the light of the circumstances in under which they were made, be misleading or so that the Canadian Prospectus Supplement, as amended or supplemented, will comply with applicable lawnot misleading.

Offering Document Amendments. (i) During the period from the date of this Agreement until the later of the First Closing Date (or with respect to the Optional Shares, each Option Closing Date) and the date of completion of distribution of the Offered Shares Securities under the Final Offering Documents, the Company will comply with Section 25 of the Securities Act (Québec) and with the comparable provisions of the other Canadian Securities Laws, and the Company will prepare, with the input of the UnderwritersUnderwriter and the Principal Selling Shareholder with respect to any Selling Shareholder Matter, and the Company will file promptly after consultation with the UnderwritersUnderwriter and the Principal Selling Shareholder, any Canadian Prospectus Amendment which, in the opinion of the Company, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements and take all actions necessary to continue to qualify the Offered Shares Securities for distribution in each of the Qualifying Jurisdictions for as long as may be necessary to complete the distribution of the Offered Shares. (ii) Securities. In the event that the Company is required by Canadian Securities Laws (as a result of a change in Canadian Securities Laws or otherwise) to prepare and file a Canadian Prospectus Amendment, the Company (and the Selling Shareholders with respect to any Selling Shareholder Matter) shall prepare and deliver promptly to the Underwriters Underwriter signed and certified copies of such Canadian Prospectus Amendment in the English and French languages. Concurrently with the delivery of any Canadian Prospectus Amendment, the Company shall deliver to the UnderwritersUnderwriter, with respect to such Canadian Prospectus Amendment, documents similar to those referred to in Sections 6(a)(i)(y), 6(a)(ii)(y4.2(i) and 6(b4.2(ii). The Underwriters Underwriter shall deliver a copy of any applicable Canadian Prospectus Amendment to each purchaser of Offered Shares Securities from the Underwriters Underwriter in accordance with Canadian Securities Laws. (iii) . In addition to the matters set out above in this Section 3(e) 4.6 and in Section 3(g)11, the Company (and the Selling Shareholders with respect to any Selling Shareholder Matter) will, in good faith, discuss with the Underwriters Underwriter any change, event or fact contemplated in those Sections which is of a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters Underwriter under Section 3(g) 11 and will consult with the Underwriters Underwriter with respect to the form and content of any Offering Document Amendment, it being understood and agreed that no such Offering Document Amendment will be filed with any Canadian Securities Regulator or the CommissionSEC, and no Offering Document Amendment will be distributed, prior to review by the Underwriters Underwriter and their its counsel, and the Company shall permit the Underwriters Underwriter to review and participate in the preparation of any Offering Document Amendment and shall allow each of the Underwriters Underwriter to conduct any due diligence investigations which any of them it reasonably requires in order to fulfill its obligations as an underwriter under the Canadian Securities Laws and United States Securities Laws in order to enable it to responsibly execute the certificate in any Offering Document Amendment required to be executed by it. (iv) . If the Time of Sale Prospectus is being used in the United States to solicit offers to buy the Offered Shares Securities at a time when the U.S. Final Prospectus is not yet available to prospective purchasers, purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus so that in order to make the statements therein, in the light of the circumstances when the Time of Sale Prospectus does is delivered to a prospective purchaser, not include a misrepresentationmisleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration StatementStatement then on file, or if, in based upon the reasonable opinion advice of counsel for the UnderwritersUnderwriter, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company shall (subject covenants to Section 3(b) and Section 3(c) hereof) promptly forthwith prepare, file with the Commission SEC and furnish, at its own expense, to the Underwriters Underwriter and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not include not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a misrepresentation prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the information contained in the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (v) . If, during such period after the first date of the public offering of the Offered Shares Offering based upon the reasonable advice of counsel for the Underwriters, Underwriter the Canadian Prospectus Supplement (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act0000 Xxx) is required by law to be delivered in connection with sales by an the Underwriter or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Canadian Prospectus Supplement in order to make the statements therein, in the light of the circumstances when the Canadian Prospectus Supplement (or in which they were madelieu thereof the notice referred to in Rule 173(a) of the 0000 Xxx) is delivered to a purchaser, not misleading, or if, based upon the reasonable advice of counsel for the UnderwritersUnderwriter, it is necessary to amend or supplement the Canadian Prospectus Supplement to comply with applicable law, the Company will forthwith prepare, file with the Commission SEC and furnish, at its own expense, to the Underwriters Underwriter and to the dealers (whose names and addresses the Underwriters Underwriter will furnish to the Company) to which Offered Shares Securities may have been sold by the Underwriters Underwriter and to any other dealers upon request, either amendments or supplements to the Canadian Prospectus Supplement so that the statements in the Canadian Prospectus Supplement as so amended or supplemented will not, in the light of the circumstances when the Canadian Prospectus Supplement (or in which they were madelieu thereof the notice referred to in Rule 173(a) of the 0000 Xxx) is delivered to a purchaser, be misleading or so that the Canadian Prospectus Supplement, as amended or supplemented, will comply with applicable law. In addition, if, prior to the completion of the distribution of the Securities by the Underwriter, any event shall occur as a result of which it is necessary, in the reasonable view of the Company after consultation with the Underwriter, to amend or supplement the Offering Documents in order that the Offering Documents not include any untrue statement of material fact or omit to state any material fact that is required to be stated or that is necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company (and the Selling Shareholders with respect to any Selling Shareholder Matter) will forthwith amend or supplement the Offering Documents by preparing, with the input of the Underwriter and the Principal Selling Shareholder with respect to any Selling Shareholder Matter, and furnishing to the Underwriter an Offering Document Amendment so that, as so amended or supplemented, the Offering Documents will not include an untrue statement of a material fact or omit to state a material fact that is required to be stated or that is necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Offering Document Amendments. (i) During the period from the date of this Agreement until the later of the First Closing Date (or with respect to the Optional Shares, each Option Closing Date) and the date of completion of distribution of the Offered Shares under the Final Offering Documents, the Company will comply with Section 25 of the Securities Act (Québec) and with the comparable provisions of the other Canadian Securities Laws, and the Company will prepare, with the input of the Underwriters, and the Company will file promptly after consultation with the Underwriters, any Canadian Prospectus Amendment which, in the opinion of the Company, acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements and take all actions necessary to continue to qualify the Offered Shares for distribution in each of the Qualifying Jurisdictions for as long as may be necessary to complete the distribution of the Offered Shares. (ii) In the event that the Company is required by Canadian Securities Laws (as a result of a change in Canadian Securities Laws or otherwise) to prepare and file a Canadian Prospectus Amendment, the Company shall prepare and deliver promptly to the Underwriters signed and certified copies of such Canadian Prospectus Amendment in the English and French languages. Concurrently with the delivery of any Canadian Prospectus Amendment, the Company shall deliver to the Underwriters, with respect to such Canadian Prospectus Amendment, documents similar to those referred to in Sections 6(a)(i)(y5(a)(y)(i), 6(a)(ii)(y5(a)(y)(ii) and 6(b5(b). The Underwriters shall deliver a copy of any applicable Canadian Prospectus Amendment to each purchaser of Offered Shares from the Underwriters in accordance with Canadian Securities Laws. (iii) In addition to the matters set out above in this Section 3(e) and in Section 3(g), the Company will, in good faith, discuss with the Underwriters any change, event or fact contemplated in those Sections which is of a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters under Section 3(g) and will consult with the Underwriters with respect to the form and content of any Offering Document Amendment, it being understood and agreed that no such Offering Document Amendment will be filed with any Canadian Securities Regulator or the Commission, and no Offering Document Amendment will be distributed, prior to review by the Underwriters and their counsel, and the Company shall permit the Underwriters to review and participate in the preparation of any Offering Document Amendment and shall allow each of the Underwriters to conduct any due diligence investigations which any of them reasonably requires in order to fulfill its obligations as an underwriter under the Canadian Securities Laws and United States Securities Laws in order to enable it to responsibly execute the certificate in any Offering Document Amendment required to be executed by it. (iv) If the Time of Sale Prospectus is being used to solicit offers to buy the Offered Shares at a time when the U.S. Final Prospectus is not yet available to prospective purchasers, and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus does not include a misrepresentation, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement, or if, in the reasonable opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company shall (subject to Section 3(b) and Section 3(c) hereof) promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not include a misrepresentation or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the information contained in the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (v) If, during such period after the first date of the public offering of the Offered Shares based upon the reasonable advice of counsel for the Underwriters, the Canadian Prospectus Supplement (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Canadian Prospectus Supplement in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, or if, based upon the reasonable advice of counsel for the Underwriters, it is necessary to amend or supplement the Canadian Prospectus Supplement to comply with applicable law, the Company will forthwith prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Underwriters will furnish to the Company) to which Offered Shares may have been sold by the Underwriters and to any other dealers upon request, either amendments or supplements to the Canadian Prospectus Supplement so that the statements in the Canadian Prospectus Supplement as so amended or supplemented will not, in the light of the circumstances in which they were made, be misleading or so that the Canadian Prospectus Supplement, as amended or supplemented, will comply with applicable law.