Common use of Offering Procedures Clause in Contracts

Offering Procedures. 4.1 Each Subscriber of Common Shares will purchase Common Shares and the Company will issue and sell the Common Shares pursuant to exemptions from applicable prospectus and registration requirements under Securities Laws of the jurisdiction of residence of the Subscriber or such other jurisdiction as may be applicable to the Subscriber and as contemplated by the Subscription Agreements. Each Subscriber will enter into a Subscription Agreement with the Company. 4.2 The Company will use its best efforts to file or cause to be filed all documents required to be filed by the Company in connection with the purchase and sale of the Common Shares so that the distribution of the Common Shares may lawfully occur on an exempt basis. 4.3 The Company covenants that it will, as soon as reasonably practicable after the Closing, prepare and file the Registration Statement as set out in Schedule “D” to the Subscription Agreement. 4.4 The Company will promptly inform each Purchaser of the receipt by the Company of any material communication from the Securities Regulators or any other securities regulatory authority of any other jurisdiction, the Stock Exchanges or the Company’s other filings with the SEC.