Common use of Participation in Underwritten Offerings Clause in Contracts

Participation in Underwritten Offerings. No Person may participate in any underwritten offering pursuant to this Agreement unless that Person (i) agrees to sell that Person’s securities on the basis provided in any underwriting arrangements in customary form approved by the Persons entitled under this Agreement to approve those arrangements and (ii) completes and executes all questionnaires, powers of attorney (subject to compliance with the applicable regulations and standard of care required under the Pension Benefits Act (Ontario) in the case of any power of attorney to be granted by OTPP), indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. No Holder of Registrable Securities included in any underwritten offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (A) that Holder’s ownership of its Registrable Securities to be sold in the offering, (B) that Holder’s power and authority to effect the relevant Transfer and (C) such matters pertaining to compliance with securities laws as may be reasonably requested by the managing underwriter(s)). In addition, no Holder of Registrable Securities included in an underwritten offering will be required to undertake any indemnification obligations to the Company or the underwriters, except to the extent otherwise provided in Section 11. Any liability of any Holder under an underwriting agreement entered into pursuant to this Section 8 shall be limited to liability arising from the breach of its representations and warranties contained in that underwriting agreement and shall be limited to an amount equal to the net amount received by that Holder from the sale of Registrable Securities pursuant to such Registration Statement.

Participation in Underwritten Offerings. No Person may participate in any offering hereunder which is underwritten offering pursuant to this Agreement unless that such Person (i) agrees to sell that such Person’s securities on the basis provided in any underwriting arrangements in customary form approved by the Person or Persons entitled under this Agreement hereunder to approve those such arrangements (including pursuant to any over-allotment or “green shoe” option requested by the underwriters, provided that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) and (ii) completes and executes all questionnaires, powers of attorney (subject to compliance with the applicable regulations and standard of care required under the Pension Benefits Act (Ontario) in the case of any power of attorney to be granted by OTPP)attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. No Holder ; provided that no holder of Registrable Securities included in any underwritten offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (Asuch holder and such holder’s intended method of distribution) that Holder’s ownership of its Registrable Securities to be sold in the offering, (B) that Holder’s power and authority to effect the relevant Transfer and (C) such matters pertaining to compliance with securities laws as may be reasonably requested by the managing underwriter(s)). In addition, no Holder of Registrable Securities included in an underwritten offering will be required or to undertake any indemnification obligations to the Company or the underwritersunderwriters with respect thereto, except to the extent as otherwise specifically provided in Section 11paragraph 6 hereof or to agree to any lockup or holdback restrictions, except as specifically provided in paragraph 3(a) hereof. Any liability of any Holder under an underwriting agreement entered into pursuant to this Section 8 shall be limited to liability arising from the breach of its representations and warranties contained in that underwriting agreement and shall be limited to an amount equal to the net amount received by that Holder from the sale Each holder of Registrable Securities pursuant agrees to execute and deliver such Registration Statementother agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under paragraph 3 or that are necessary to give further effect thereto.

Participation in Underwritten Offerings. 3.3.1 No Person may participate in any underwritten offering Underwritten Offering for equity securities of the Company pursuant to this Agreement a Registration initiated by the Company hereunder unless that such Person (ia) agrees to sell that such Person’s securities on the basis provided in any underwriting arrangements in customary form approved by the Persons entitled under this Agreement to approve those arrangements Company and (iib) completes and executes all customary questionnaires, powers of attorney (subject to compliance with the applicable regulations and standard of care required under the Pension Benefits Act (Ontario) in the case of any power of attorney to be granted by OTPP)indemnities, indemnitieslock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements. No Holder . 3.3.2 Holders participating in an Underwritten Offering may, at their option, require that any or all of Registrable Securities included in the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Underwriters shall also be made to and for the benefit of such Holders and that any underwritten offering or all of the conditions precedent to the obligations of such Underwriters shall also be made to and for the benefit of such Holders; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Holder in writing for inclusion in the Registration Statement. 3.3.3 The Company will use its commercially reasonable efforts to ensure that no Underwriter shall require any Holder to make any representations or warranties to or agreements with the Company or the underwriters (Underwriters other than representations representations, warranties or agreements regarding such Holder and warranties regarding (A) that such Holder’s ownership intended method of its Registrable Securities distribution and any other representation required by law, and if, despite the Company’s commercially reasonable efforts, an Underwriter requires any Holder to be sold make additional representation or warranties to or agreements with such Underwriter, such Holder may elect not to participate in the offering, such Underwritten Offering (B) that Holder’s power and authority to effect the relevant Transfer and (C) such matters pertaining to compliance with securities laws as may be reasonably requested by the managing underwriter(s)). In addition, no Holder of Registrable Securities included in an underwritten offering will be required to undertake but shall not have any indemnification obligations to claims against the Company or the underwriters, except to the extent otherwise provided in Section 11as a result of such election). Any liability of such Holder to any Holder Underwriter or other person under an such underwriting agreement entered into pursuant to this Section 8 shall be limited to liability arising from the breach of its representations and warranties contained in that underwriting agreement and shall be limited to an amount equal to the proceeds (net amount received by of expenses and underwriting discounts and commissions) that Holder it derives from the sale of Registrable Securities pursuant to such Registration Statementregistration.

Participation in Underwritten Offerings. No Person may participate in any underwritten offering Underwritten Offering pursuant to this Agreement unless that such Person (i) agrees to sell that such Person’s securities on the basis provided in any underwriting arrangements in customary form approved by the Persons entitled under this Agreement to approve those such arrangements and (ii) completes and executes all questionnaires, powers of attorney (subject to compliance with the applicable regulations and standard of care required under the Pension Benefits Act (Ontario) in the case of any power of attorney to be granted by OTPP)attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. No ; provided, that no Holder of Registrable Securities included in any underwritten offering Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (A) that such Holder’s ownership of its Registrable Securities to be sold in the such offering, ; (B) that such Holder’s power and authority to effect the relevant Transfer such Transfer; and (C) such other matters pertaining to compliance with securities laws as may be reasonably requested by the managing underwriter(s)). In addition, no Holder of Registrable Securities included in an underwritten offering will be required ) or to undertake any indemnification obligations to the Company or the underwritersunderwriters with respect thereto, except to the extent otherwise provided in Section 1113 hereof, mutatis mutandis. Any liability of any Holder under an underwriting agreement entered into pursuant to this Section 8 11 shall be limited to liability arising from the breach of its representations and warranties contained in that underwriting agreement and shall be limited to an amount equal to the net amount received by that Holder from the sale of Registrable Securities pursuant to such Registration Statement.

Participation in Underwritten Offerings. 3.3.1 No Person person may participate in any underwritten offering Underwritten Offering for equity securities of the Company pursuant to this Agreement a Registration initiated by the Company hereunder unless that Person such person (ia) agrees to sell that Personsuch person’s securities on the basis provided in any underwriting arrangements in customary form approved by the Persons entitled under this Agreement to approve those arrangements Company and (iib) completes and executes all customary questionnaires, powers of attorney (subject to compliance with the applicable regulations and standard of care required under the Pension Benefits Act (Ontario) in the case of any power of attorney to be granted by OTPP)indemnities, indemnitieslock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements. No Holder . 3.3.2 Holders participating in an Underwritten Offering may, at their option, require that any or all of Registrable Securities included in the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Underwriters shall also be made to and for the benefit of such Holders and that any underwritten offering or all of the conditions precedent to the obligations of such Underwriters shall also be made to and for the benefit of such Holders; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Holder in writing for inclusion in the Registration Statement. 3.3.3 The Company will use its commercially reasonable efforts to ensure that no Underwriter shall require any Holder to make any representations or warranties to or agreements with the Company or the underwriters (Underwriters other than representations representations, warranties or agreements regarding such Holder and warranties regarding (A) that such Holder’s ownership intended method of its Registrable Securities distribution and any other representation required by law, and if, despite the Company’s commercially reasonable efforts, an Underwriter requires any Holder to be sold make additional representation or warranties to or agreements with such Underwriter, such Holder may elect not to participate in the offering, such Underwritten Offering (B) that Holder’s power and authority to effect the relevant Transfer and (C) such matters pertaining to compliance with securities laws as may be reasonably requested by the managing underwriter(s)). In addition, no Holder of Registrable Securities included in an underwritten offering will be required to undertake but shall not have any indemnification obligations to claims against the Company or the underwriters, except to the extent otherwise provided in Section 11as a result of such election). Any liability of such Holder to any Holder Underwriter or other person under an such underwriting agreement entered into pursuant to this Section 8 shall be limited to liability arising from the breach of its representations and warranties contained in that underwriting agreement and shall be limited to an amount equal to the proceeds (net amount received by of expenses and underwriting discounts and commissions) that Holder it derives from the sale of Registrable Securities pursuant to such Registration Statementregistration.

Participation in Underwritten Offerings. 3.3.1. No Person person may participate in any underwritten offering Underwritten Offering for equity securities of the Company pursuant to this Agreement a Registration initiated by the Company hereunder unless that Person such person (ia) agrees to sell that Personsuch person’s securities on the basis provided in any underwriting arrangements in customary form approved by the Persons entitled under this Agreement to approve those arrangements Company and (iib) completes and executes all customary questionnaires, powers of attorney (subject to compliance with the applicable regulations and standard of care required under the Pension Benefits Act (Ontario) in the case of any power of attorney to be granted by OTPP)indemnities, indemnitieslock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements. 3.3.2. No Holder Holders participating in an Underwritten Offering may, at their option, require that any or all of Registrable Securities included in the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Underwriters shall also be made to and for the benefit of such Holders and that any underwritten offering or all of the conditions precedent to the obligations of such Underwriters shall also be made to and for the benefit of such Holders; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Holder in writing for inclusion in the Registration Statement. 3.3.3. The Company will use its commercially reasonable efforts to ensure that no Underwriter shall require any Holder to make any representations or warranties to or agreements with the Company or the underwriters (Underwriters other than representations representations, warranties or agreements regarding such Holder and warranties regarding (A) that such Holder’s ownership intended method of its Registrable Securities distribution and any other representation required by law, and if, despite the Company’s commercially reasonable efforts, an Underwriter requires any Holder to be sold make additional representation or warranties to or agreements with such Underwriter, such Holder may elect not to participate in the offering, such Underwritten Offering (B) that Holder’s power and authority to effect the relevant Transfer and (C) such matters pertaining to compliance with securities laws as may be reasonably requested by the managing underwriter(s)). In addition, no Holder of Registrable Securities included in an underwritten offering will be required to undertake but shall not have any indemnification obligations to claims against the Company or the underwriters, except to the extent otherwise provided in Section 11as a result of such election). Any liability of such Holder to any Holder Underwriter or other person under an such underwriting agreement entered into pursuant to this Section 8 shall be limited to liability arising from the breach of its representations and warranties contained in that underwriting agreement and shall be limited to an amount equal to the proceeds (net amount received by of expenses and underwriting discounts and commissions) that Holder it derives from the sale of Registrable Securities pursuant to such Registration Statementregistration.

Participation in Underwritten Offerings. 3.3.1 No Person person may participate in any underwritten offering Underwritten Offering for equity securities of the Company pursuant to this Agreement a Registration initiated by the Company hereunder unless that Person such person (i) agrees to sell that Personsuch person’s securities on the basis provided in any underwriting arrangements in customary form approved by the Persons entitled under this Agreement to approve those arrangements Company and (ii) completes and executes all customary questionnaires, powers of attorney (subject to compliance with the applicable regulations and standard of care required under the Pension Benefits Act (Ontario) in the case of any power of attorney to be granted by OTPP)attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements. No Holder . 3.3.2 Holders participating in an Underwritten Offering may, at their option, require that any or all of Registrable Securities included in the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Underwriters shall also be made to and for the benefit of such Holders and that any underwritten offering or all of the conditions precedent to the obligations of such Underwriters shall also be made to and for the benefit of such Holders; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Holder in writing for inclusion in the Registration Statement. 3.3.3 The Company will use its commercially reasonable efforts to ensure that no Underwriter shall require any Holder to make any representations or warranties to or agreements with the Company or the underwriters (Underwriters other than representations representations, warranties or agreements regarding such Holder and warranties regarding (A) that such Holder’s ownership intended method of its Registrable Securities distribution and any other representation required by law, and if, despite the Company’s commercially reasonable efforts, an Underwriter requires any Holder to be sold make additional representation or warranties to or agreements with such Underwriter, such Holder may elect not to participate in the offering, such Underwritten Offering (B) that Holder’s power and authority to effect the relevant Transfer and (C) such matters pertaining to compliance with securities laws as may be reasonably requested by the managing underwriter(s)). In addition, no Holder of Registrable Securities included in an underwritten offering will be required to undertake but shall not have any indemnification obligations to claims against the Company or the underwriters, except to the extent otherwise provided in Section 11as a result of such election). Any liability of such Holder to any Holder Underwriter or other person under an such underwriting agreement entered into pursuant to this Section 8 shall be limited to liability arising from the breach of its representations and warranties contained in that underwriting agreement and shall be limited to an amount equal to the proceeds (net amount received by of expenses and underwriting discounts and commissions) that Holder it derives from the sale of Registrable Securities pursuant to such Registration Statementregistration.

Participation in Underwritten Offerings. In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish (or cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus (the “Holder Information”). Notwithstanding anything in this Agreement to the contrary, if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that it is necessary or advisable to include such information in the applicable Registration Statement or Prospectus and such Holder continues thereafter to withhold such information. No Person may participate in any underwritten offering Underwritten Offering for equity securities of the Company pursuant to a Registration initiated pursuant to the terms of this Agreement unless that such Person (ia) agrees to sell that such Person’s securities on the basis provided in any underwriting underwriting, sales, distribution or placement arrangements in customary form approved by the Persons entitled under this Agreement to approve those arrangements Company and (iib) completes and executes all customary questionnaires, powers of attorney (subject to compliance with the applicable regulations and standard of care required under the Pension Benefits Act (Ontario) in the case of any power of attorney to be granted by OTPP)attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such underwriting underwriting, sales or distribution arrangements. No Holder For the avoidance of doubt, the exclusion of a Holder’s Registrable Securities included in any underwritten offering as a result of this Section 3.3 shall be required to make any representations or warranties to not affect the Company or the underwriters (Registration of other than representations and warranties regarding (A) that Holder’s ownership of its Registrable Securities to be sold in the offering, (B) that Holder’s power and authority to effect the relevant Transfer and (C) such matters pertaining to compliance with securities laws as may be reasonably requested by the managing underwriter(s)). In addition, no Holder of Registrable Securities included in an underwritten offering will be required to undertake any indemnification obligations to the Company or the underwriters, except to the extent otherwise provided in Section 11. Any liability of any Holder under an underwriting agreement entered into pursuant to this Section 8 shall be limited to liability arising from the breach of its representations and warranties contained in that underwriting agreement and shall be limited to an amount equal to the net amount received by that Holder from the sale of Registrable Securities pursuant to such Registration StatementRegistration.

Participation in Underwritten Offerings. No Person may --------------------------------------- participate in any underwritten offering pursuant to this Agreement hereunder unless that such Person (i) agrees - to sell that such Person’s 's securities on the basis provided in any underwriting arrangements in customary form approved approved, subject to the terms and conditions hereof, by the Persons entitled under this Agreement to approve those arrangements Company and Holder and (ii) completes and executes all questionnaires, powers of attorney (subject to compliance with the applicable regulations and standard of care required under the Pension Benefits Act (Ontario) in the case of any power of attorney to be granted by OTPP), -- indemnities, underwriting agreements and other documents reasonably (other than powers of attorney) required under the terms of such underwriting arrangements. No Holder Notwithstanding the foregoing, no under writing agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities included in any underwritten offering shall be required to make any representations or warranties to or agreements with the Company or the underwriters (other than representations and warranties contained in a writing furnished by such holder expressly for use in the related registration statement or agreements regarding (A) that Holder’s ownership of its such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law. Without limiting the generality of the foregoing, each Holder agrees in connection with any public offering of the Company's securities that, upon request of the Company or the underwriters managing any underwritten offering of the Company's securities, that such Holder will not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise transfer or dispose of or reduce such Holder's market risk with respect to be sold any Registrable Securities or other shares of stock of the Company then owned by such Holder (other than those included in the offeringregistration) without the prior written consent of the Company or the managing underwriters, as the case may be, for such period of time determined by the Company and the underwriters (B) not to exceed a period commencing on the date of the final prospectus for such registration and ending 90 days thereafter). Each Holder agrees to execute any confirmation of such lock-up agreement that Holder’s power and authority to effect the relevant Transfer and (C) such matters pertaining to compliance with securities laws as may be reasonably requested by the managing underwriter(s)). In addition, no Holder of Registrable Securities included in an underwritten offering will be required to undertake any indemnification obligations to the Company or the underwriters, except to the extent otherwise provided in Section 11. Any liability of any Holder under an underwriting agreement entered into pursuant to this Section 8 shall be limited to liability arising from the breach of its representations and warranties contained in that underwriting agreement and shall be limited to an amount equal to the net amount received by that Holder from the sale of Registrable Securities pursuant to such Registration Statement.

Participation in Underwritten Offerings. 3.3.1 No Person person may participate in any underwritten offering Underwritten Offering for equity securities of the Company pursuant to this Agreement a Registration initiated by the Company hereunder unless that Person such person (ia) agrees to sell that Personsuch person’s securities on the basis provided in any underwriting arrangements in customary form approved by the Persons entitled under this Agreement to approve those arrangements Company and (iib) completes and executes all customary questionnaires, powers of attorney (subject to compliance with the applicable regulations and standard of care required under the Pension Benefits Act (Ontario) in the case of any power of attorney to be granted by OTPPindividuals), indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements. No Holder . 3.3.2 Holders participating in an Underwritten Offering may, at their option, require that any or all of Registrable Securities included in the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Underwriters shall also be made to and for the benefit of such Holders and that any underwritten offering or all of the conditions precedent to the obligations of such Underwriters shall also be made to and for the benefit of such Holders; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Holder in writing for inclusion in the Registration Statement. 3.3.3 The Company will use its commercially reasonable efforts to ensure that no Underwriter shall require any Holder to make any representations or warranties to or agreements with the Company or the underwriters (Underwriters other than representations representations, warranties or agreements regarding such Holder and warranties regarding (A) that such Holder’s ownership intended method of its Registrable Securities distribution and any other representation required by law, and if, despite the Company’s commercially reasonable efforts, an Underwriter requires any Holder to be sold make additional representation or warranties to or agreements with such Underwriter, such Holder may elect not to participate in the offering, such Underwritten Offering (B) that Holder’s power and authority to effect the relevant Transfer and (C) such matters pertaining to compliance with securities laws as may be reasonably requested by the managing underwriter(s)). In addition, no Holder of Registrable Securities included in an underwritten offering will be required to undertake but shall not have any indemnification obligations to claims against the Company or the underwriters, except to the extent otherwise provided in Section 11as a result of such election). Any liability of such Holder to any Holder Underwriter or other person under an such underwriting agreement entered into pursuant to this Section 8 shall be limited to liability arising from the breach of its representations and warranties contained in that underwriting agreement and shall be limited to an amount equal to the proceeds (net amount received by of expenses and underwriting discounts and commissions) that Holder it derives from the sale of Registrable Securities pursuant to such Registration Statementregistration.

Participation in Underwritten Offerings. No Person Selling Holder may participate in any underwritten offering pursuant to this Agreement Underwritten Offering contemplated hereunder, unless that Person such Selling Holder (ia) agrees to sell that Person’s securities its Registrable Securities on the basis provided in any underwriting arrangements in customary form approved by the Persons those entitled under this Agreement hereunder to approve those arrangements and such arrangements, (iib) completes and executes all (to the extent reasonable and customary) questionnaires, powers of attorney (subject to compliance with the applicable regulations and standard of care required under the Pension Benefits Act (Ontario) in the case of any power of attorney to be granted by OTPP)attorney, indemnitiescustody arrangements, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. No arrangements and this Agreement and (c) furnishes in writing to the Company such information regarding such Selling Holder of Registrable Securities included and other information as the Company may reasonably request or as may legally be required in any underwritten offering connection with such Underwritten Offering; provided, however, that no such Selling Holder shall be required to make any representations or warranties to the Company or the underwriters (in connection with any such Underwritten Offering other than representations and warranties regarding as to (Ai) that such Selling Holder’s ownership of its Registrable Securities to be sold or transferred in the offeringa manner that is free and clear of all liens, claims and encumbrances, (Bii) that such Selling Holder’s power and authority to effect the relevant Transfer such transfer and (Ciii) such matters pertaining to compliance with applicable securities laws as may reasonably be reasonably requested by requested; provided further, however, that the managing underwriter(s)). In additionobligation of such Selling Holder to indemnify pursuant to any such underwriting agreements shall be several, no and not joint, among such Selling Holder selling Registrable Securities, and the liability of Registrable Securities included in an underwritten offering each such Selling Holder will be required to undertake any indemnification obligations to the Company or the underwritersin proportion to, except to the extent otherwise and, provided in Section 11. Any further that such liability of any Holder under an underwriting agreement entered into pursuant to this Section 8 shall will be limited to liability arising from the breach of its representations and warranties contained in that underwriting agreement and shall be limited to an amount equal to to, the net amount received by that such Selling Holder from the sale of such Selling Holder’s Registrable Securities pursuant to such Registration StatementUnderwritten Offering.