Prospectus and Registration Statement Clause Samples

Prospectus and Registration Statement. The Company meets the requirements under the Securities Act (Ontario) and the rules, regulations and national, multi-jurisdictional or local instruments and published policy statements applicable in each of Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island and Saskatchewan (the “Qualifying Provinces”), including the rules and procedures established pursuant to National Instrument 44-101 — Short Form Prospectus Distributions and National Instrument 44-102 — Shelf Distributions (together, the “Canadian Shelf Procedures”), for the distribution of the Securities in the Qualifying Provinces pursuant to a final short form base shelf prospectus (collectively, the “Canadian Securities Laws”); the Company has prepared and filed a preliminary short form base shelf prospectus, dated May 14, 2009, and a final short form base shelf prospectus, dated May 27, 2009, in respect of up to US$400,000,000 aggregate principal amount of common shares, debt securities and warrants of the Company (collectively, the “Shelf Securities”) with the Ontario Securities Commission (the “Reviewing Authority”); the Reviewing Authority has issued a receipt under National Policy 11-202 — Process for Prospectus Reviews in Multiple Jurisdictions (a “Receipt”) in respect of each of such preliminary short form base shelf prospectus and such final short form base shelf prospectus (the final short form base shelf prospectus, as most recently amended, if applicable, filed with the Reviewing Authority on or before the date of this Agreement for which a Receipt has been obtained, and including all documents incorporated therein by reference, is hereinafter referred to as the “Canadian Base Prospectus”); no order suspending the distribution of the Securities or any other securities of the Company has been issued by any Canadian securities regulatory authority in any of the Qualifying Provinces (collectively, the “Canadian Qualifying Authorities”) and no proceedings for that purpose have been initiated or are pending or, to the knowledge of the Company, threatened or contemplated by any Canadian Qualifying Authority; and any request made to the Company on the part of any Canadian Qualifying Authorities for additional information has been complied with. The U.S. preliminary prospectus supplement referred to below relating to the offering of the Securities, which excludes certain pricing information and other final terms of the Securi...

Prospectus and Registration Statement. No order preventing or suspending the use of any Prospectus has been issued by the SEC, and the Prospectus, at the time of filing thereof, as of the date hereof, and as of the time of purchase, complied and will comply in all material respects with the applicable provisions of the Securities Act, and the Prospectus, at the time of filing thereof, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Registration Statement meets, and the offering and sale of the Shares and the Prefunded Warrants as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act. The Prospectus did not, at the time of filing thereof, as of the date hereof, at the time of purchase and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Registration Statement has been declared effective by the SEC. No order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares or the Prefunded Warrants has been initiated or, to the knowledge of the Company, threatened by the SEC; as of the effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment, the Prospectus, and the Prospectus Supplement complied and as of the applicable effective date will comply in all material respects with the applicable requirements of the Securities Act, and did not, at the time of filing thereof, and will not as of the applicable effective date contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.

Prospectus and Registration Statement. To prepare the Prospectus in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; (ii) to make no further amendment or any supplement to the Registration Statement or to the Prospectus except as permitted herein; (iii) to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Representatives with copies thereof; (iv) to advise the Representatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Units for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and (v) in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal.

Prospectus and Registration Statement. You will furnish to us (or make available for our review in your office), to the extent made available to you by the Company, a copy of the registration statement or statements filed with the Securities and Exchange Commission (the "Commission") with respect to the Securities (other than any documents incorporated therein by reference and any exhibits) and any amendments thereto. You will furnish to us, as soon as practicable after sufficient quantities thereof are made available to you by the Company, copies of the prospectus, supplemented prospectus or term sheet (excluding any documents incorporated by reference therein) to be used in connection with the offering of the Securities. As used herein "Prospectus" means the form of prospectus (including any term sheet, supplements and any documents incorporated by reference therein) authorized for use in connection with such Offering, and "Registration Statement" means the registration statement, as amended and including any documents incorporated by reference therein, under which the offer and sale of the Securities are registered under the Act. We understand that we are not authorized to give any information or make any representation not contained in the Prospectus, as amended or supplemented, or in any document incorporated by reference therein in connection with the offering of the Securities. Our Acceptance of an Invitation shall constitute our agreement that, if requested by you, we will furnish a copy of any amendment, supplement or term sheet to any preliminary or final Prospectus to each person to whom we have furnished a previous preliminary or final Prospectus. Our Acceptance of an Invitation relating to an offering of Securities shall constitute our acknowledgment that we are familiar with the Registration Statement, including the documents incorporated by reference therein, the form of Underwriting Agreement and the form of indenture, if any, or other documents describing the terms of the Securities, filed as exhibits to the Registration Statement or otherwise made available to us, and with any preliminary prospectus, preliminary supplemental prospectus or prospectus relating to the Securities theretofore filed with the Commission. Our Acceptance of an Invitation relating to an offering of Securities shall also constitute our consent to being named in the Prospectus as one of the Underwriters of the Securities. You are authorized, with approval of counsel for the Underwriters, to approve on our...

Prospectus and Registration Statement. 12.1 The Issuer will use its best efforts to file and obtain a receipt for a final prospectus in respect of an initial public offering in the Selling Provinces and to effect the Prospectus Closing Date within nine months of the Final Closing. 12.2 The Issuer will also use its best efforts to ensure that the resale of the Securities will be the subject of a registration statement in the United States filed with and cleared by the United States Securities and Exchange Commission within nine months of the Final Closing.

Prospectus and Registration Statement. You will furnish to us as soon as possible copies of the prospectus or supplemented prospectus to be used in connection with the offering of the Securities. As used herein with respect to