Common use of Price of Shares Clause in Contracts

Price of Shares. FEES a. Shares offered for sale or sold by the Distributor for the account of the Corporation shall be so offered or sold at a price per Share determined in accordance with the then current prospectus relating to the sale of such Shares except as departure from such prices shall be permitted by the rules and regulations of the Securities and Exchange Commission (the "SEC"). b. The Distributor shall be entitled to receive a sales commission on the sale or redemption, as appropriate, of each series and class of each Fund's Shares in the amount of any initial, deferred or contingent deferred sales charge as set forth in the then effective prospectus. The Distributor shall also be entitled to compensation for its services as provided in any Distribution Plan adopted as to any series and class of any Fund's Shares pursuant to Rule 12b-1 under the Investment Company Act. Any fee payable to the Distributor under a Distribution Plan or as a deferred or contingent deferred sales charge (together, "Distribution Fees") shall be payable without offset, defense or counterclaim (it being understood by the parties hereto that nothing in this sentence shall be deemed a waiver by any Fund of any claim that a Fund may have against the Distributor). The services rendered by the Distributor for which the Distributor is entitled to receive Distribution Fees shall be deemed to have been completed at the time of the initial purchase of the Shares taken into account in computing the Distribution Fees. Notwithstanding anything to the contrary herein, the Distributor shall be paid the Distribution Fees with respect to Shares of a Fund sold while the Distributor served as principal underwriter of the Fund regardless of the Distributor's subsequent termination as principal underwriter of the Shares of the Fund, or any termination of the distribution agreement other than a termination of the Distribution Plan. c. Without limiting the generality of the foregoing provisions of this Section 4 and notwithstanding anything to the contrary set forth elsewhere in this Agreement, insofar as this Agreement relates to the Class B shares of any Fund, the provisions of Section 1(e) of the Amended and Restated Rule 12B-1 Distribution Plan of such Fund dated as of ____________ __, 2001, are incorporated herein with the same force and effect as if those provisions were set forth herein in their entirety. So long as the Distributor is the only Distributor of Class B shares of each Fund it shall be deemed entitled to all of the Earned Distribution Fees, CDSCs and Earned Service Fees arising in respect of such Fund. Upon the termination of the Distributor's role as Distributor of the Class B shares of any Fund, the Distributor's share of the total Distribution Fees, CDSCs and Service Fees thereafter accruing shall be determined in accordance with the Allocation Procedures attached hereto as Exhibit A.

Price of Shares. FEESFees --------------------- a. Shares offered for sale or sold by the Distributor for the account of the Corporation shall be so offered or sold at a price per Share determined in accordance with the then current prospectus relating to the sale of such Shares except as departure from such prices shall be permitted by the rules and regulations of the Securities and Exchange Commission (the "SEC"). b. The Distributor shall be entitled to receive a sales commission on the sale or redemption, as appropriate, of each series and class of each Fund's Shares in the amount of any initial, deferred or contingent deferred sales charge as set forth in the then effective prospectus. The Distributor shall also be entitled to compensation for its services as provided in any Distribution Plan adopted as to any series and class of any Fund's Shares pursuant to Rule 12b-1 under the Investment Company Act. Any fee payable to the Distributor under a Distribution Plan or as a deferred or contingent deferred sales charge (together, "Distribution Fees") shall be payable without offset, defense or counterclaim (it being understood by the parties hereto that nothing in this sentence shall be deemed a waiver by any Fund of any claim that a Fund may have against the Distributor). The services rendered by the Distributor for which the Distributor is entitled to receive Distribution Fees shall be deemed to have been completed at the time of the initial purchase of the Shares taken into account in computing the Distribution Fees. Notwithstanding anything to the contrary herein, the Distributor shall be paid the Distribution Fees with respect to Shares of a Fund sold while the Distributor served as principal underwriter of the Fund regardless of the Distributor's subsequent termination as principal underwriter of the Shares of the Fund, or any termination of the distribution agreement other than a termination of the Distribution Plan. c. Without limiting the generality of the foregoing provisions of this Section 4 and notwithstanding anything to the contrary set forth elsewhere in this Agreement, insofar as this Agreement relates to the Class B shares of any Fund, the provisions of Section 1(e) of the Amended and Restated Rule 12B-1 Distribution Plan of such Fund dated as of ____________ __, 2001, are incorporated herein with the same force and effect as if those provisions were set forth herein in their entirety. So long as the Distributor is the only Distributor of Class B shares of each Fund it shall be deemed entitled to all of the Earned Distribution Fees, CDSCs and Earned Service Fees arising in respect of such Fund. Upon the termination of the Distributor's role as Distributor of the Class B shares of any Fund, the Distributor's share of the total Distribution Fees, CDSCs and Service Fees thereafter accruing shall be determined in accordance with the Allocation Procedures attached hereto as Exhibit A.

Price of Shares. FEESThe Common Shares of will be issued at a price of U.S. $0.01 per Share. Sillenger Exploration Corp. (the “Corporation”) Representations and Warranties of the Subscriber: The Subscriber represents and warrants to the Corporation that: a. Shares offered for sale (a) the Subscriber’s decision to execute and enter into this Subscription Agreement and to purchase the Securities has not been based upon any verbal or sold written representation as to fact or otherwise made or purported to be made by or on behalf of the Corporation or any other person; (b) this Subscription Agreement has been duly executed and delivered by the Distributor Subscriber and is legally binding upon and enforceable against the Subscriber in accordance with its terms, subject to the qualifications that: (i) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforcement of creditors’ rights and applicable laws regarding limitations of actions, and (ii) an order of specific performance and an injunction are discretionary remedies and, in particular, are not available when damages are considered an adequate remedy; (c) if an individual, the Subscriber has attained the age of majority and is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto; (d) if a corporation, partnership or other legal entity, it has been duly incorporated or created and it has the legal capacity to enter into and be bound by this Subscription Agreement; (e) the Subscriber is resident in the jurisdiction as set out in the face page of this Subscription Agreement and is not resident in any other jurisdiction, and the purchase by, and sale to, the Subscriber of Securities and any act, solicitation, conduct or negotiation directly or indirectly in furtherance of such sale, has occurred only in Canada; (f) the Subscriber acknowledges that the Subscriber’s subscription may be accepted, in whole or in part, only in circumstances where the Corporation, in its sole discretion, determines that the issuance of Securities to the Subscriber is permissible under the National Instrument 45-106 Prospectus and Registration Exemptions (“NI 45-106”) or such other exemption as the Corporation may determine is available for such subscription; (g) the Subscriber is purchasing the Securities as principal, and not on account of or on behalf of any other corporation or individual, and is an “accredited investor” as defined in NI 45-106 and has completed the Exemption Form attached hereto as Schedule “A”; (h) if the Subscriber is a director and/or officer of the Corporation, the Subscriber acknowledges its subscription is being made voluntarily and that such person has not been induced to participate in this subscription by: (i) in the case of directors, expectation of appointment or continued appointment of the director with the Corporation or (ii) in the case of officers, expectation of appointment, employment, continued appointment or continued employment with the Corporation; (i) the Subscriber is not a U.S. Person (as defined herein) and is not acquiring Securities for the account or benefit of a U.S. Person or any person in the United States, and acknowledges that none of the Securities have been or will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or the securities laws of any state of the United States and may not be offered or sold, directly or indirectly, in the United States to, or for the account or benefit of, a U.S. person (as such term is defined in Rule 902 of Regulation S promulgated under the 1933 Act, which definition includes, but is not limited to, an individual resident in the United States and an estate or trust of which any executor, administrator or trustee, respectively, is a U.S. person and any partnership or company organized or incorporated under the laws of the United States) (a “U.S. Person”); (j) if you are resident outside of Canada and the United States, you: are knowledgeable of, or have been independently advised as to the applicable securities laws of the securities regulatory authorities (the “Authorities”) having application in the jurisdiction in which you are resident (the “International Jurisdiction”) which would apply to the acquisition of the Securities, if any; are purchasing the Securities pursuant to exemptions from the prospectus and registration requirements under the applicable securities laws of the Authorities in the International Jurisdiction or, if such is not applicable, you are permitted to purchase the Securities under the applicable securities laws of the Authorities in the International Jurisdiction without the need to rely on any exemption; confirm that the applicable securities laws of the Authorities in the International Jurisdiction do not require the Corporation to make any filings or seek any approvals of any nature whatsoever from any Authority of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Securities; confirm that the purchase of the Securities by you does not trigger an obligation to prepare and file a registration statement, prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction or continuous disclosure reporting obligations of the Corporation shall be so offered or sold at a price per Share determined in accordance with the then current prospectus relating to the sale of such Shares except as departure from such prices shall be permitted International Jurisdiction and you will, if requested by the rules Corporation, comply with such other requirements as the Corporation may reasonably require; and (k) the Subscriber has consulted the Subscriber’s own legal and regulations of the Securities and Exchange Commission (the "SEC"). b. The Distributor shall be entitled to receive a sales commission on the sale or redemption, as appropriate, of each series and class of each Fund's Shares in the amount of any initial, deferred or contingent deferred sales charge as set forth in the then effective prospectus. The Distributor shall also be entitled to compensation for its services as provided in any Distribution Plan adopted as to any series and class of any Fund's Shares pursuant to Rule 12b-1 under the Investment Company Act. Any fee payable to the Distributor under a Distribution Plan or as a deferred or contingent deferred sales charge (together, "Distribution Fees") shall be payable without offset, defense or counterclaim (it being understood by the parties hereto that nothing in this sentence shall be deemed a waiver by any Fund of any claim that a Fund may have against the Distributor). The services rendered by the Distributor for which the Distributor is entitled to receive Distribution Fees shall be deemed to have been completed at the time of the initial purchase of the Shares taken into account in computing the Distribution Fees. Notwithstanding anything to the contrary herein, the Distributor shall be paid the Distribution Fees tax advisors with respect to Shares of a Fund sold while the Distributor served as principal underwriter of Subscriber’s investment in the Fund regardless of the Distributor's subsequent termination as principal underwriter of the Shares of the Fund, or any termination of the distribution agreement other than a termination of the Distribution PlanSecurities. c. Without limiting the generality of the foregoing provisions of this Section 4 and notwithstanding anything to the contrary set forth elsewhere in this Agreement, insofar as this Agreement relates to the Class B shares of any Fund, the provisions of Section 1(e) of the Amended and Restated Rule 12B-1 Distribution Plan of such Fund dated as of ____________ __, 2001, are incorporated herein with the same force and effect as if those provisions were set forth herein in their entirety. So long as the Distributor is the only Distributor of Class B shares of each Fund it shall be deemed entitled to all of the Earned Distribution Fees, CDSCs and Earned Service Fees arising in respect of such Fund. Upon the termination of the Distributor's role as Distributor of the Class B shares of any Fund, the Distributor's share of the total Distribution Fees, CDSCs and Service Fees thereafter accruing shall be determined in accordance with the Allocation Procedures attached hereto as Exhibit A.

Price of Shares. FEES a. Shares offered for sale or sold by the Distributor for the account of the Corporation shall be so offered or sold at a price per Share determined in accordance with the then current prospectus relating to the sale of such Shares except as departure from such prices shall be permitted by the rules and regulations of the Securities and Exchange Commission (the "SEC"). b. The Distributor shall be entitled to receive a sales commission on the sale or redemption, as appropriate, of each series and class of each Fund's Shares in the amount of any initial, deferred or contingent deferred sales charge as set forth in the then effective prospectus. The Distributor shall also be entitled to compensation for its services as provided in any Distribution Plan adopted as to any series and class of any Fund's Shares pursuant to Rule 12b-1 under the Investment Company Act. Any fee payable to the Distributor under a Distribution Plan or as a deferred or contingent deferred sales charge (together, "Distribution Fees") shall be payable without offset, defense or counterclaim (it being understood by the parties hereto that nothing in this sentence shall be deemed a waiver by any Fund of any claim that a Fund may have against the Distributor). The services rendered by the Distributor for which the Distributor is entitled to receive Distribution Fees shall be deemed to have been completed at the time of the initial purchase of the Shares taken into account in computing the Distribution Fees. Notwithstanding anything to the contrary herein, the Distributor shall be paid the Distribution Fees with respect to Shares of a Fund sold while the Distributor served as principal underwriter of the Fund regardless of the Distributor's subsequent termination as principal underwriter of the Shares of the Fund, or any termination of the distribution agreement other than a termination of the Distribution Plan. c. Without limiting the generality of the foregoing provisions of this Section 4 and notwithstanding anything to the contrary set forth elsewhere in this Agreement, insofar as this Agreement relates to the Class B shares of any Fund, the provisions of Section 1(e) of the Amended and Restated Rule 12B-1 Distribution Plan of such Fund dated as of ____________ __, 2001, are incorporated herein with the same force and effect as if those provisions were set forth herein in their entirety. So long as the Distributor is the only Distributor of Class B shares of each Fund it shall be deemed entitled to all of the Earned Distribution Fees, CDSCs and Earned Service Fees arising in respect of such Fund. Upon the termination of the Distributor's role as Distributor of the Class B shares of any Fund, the Distributor's share of the total Distribution Fees, CDSCs and Service Fees thereafter accruing shall be determined in accordance with the Allocation Procedures attached hereto as Exhibit A.