Common use of Required Qualification Clause in Contracts

Required Qualification. (a) Subject to the provisions hereof, Holders holding Qualifiable Securities (the “Requesting Holders”) may request the Corporation to effect a Qualification of all or part of their Qualifiable Securities (such Qualification being hereinafter referred to as a “Demand Qualification”). Such a request will be in writing (such written request, a “Demand Notice”) and will specify the number and the description of Qualifiable Securities to be sold (the “Demand Qualifiable Securities”), the intended method of disposition (including whether the disposition will be underwritten) and the jurisdictions (which may only include Canada or any province thereof, other than Québec, or, if applicable pursuant to Section 2.2(b), the United States of America and the states thereof) in which the Requesting Holders request that the Demand Qualification be effected. The Corporation will not be obligated to file a prospectus or registration statement in connection with a Demand Qualification except during the Qualification Period and will not be obligated to file a prospectus or a registration statement within three months of the date of the receipt issued by the Commissions for any other final prospectus or the effective date of any other registration statement. In addition, the Corporation will not be obligated to: (i) effect more than two Demand Qualifications under this Agreement for the Shareholder Group; or (ii) effect more than one Demand Qualification for the Shareholder Group during any six-month period. For the purposes of this subsection, a Demand Qualification will not be considered as having been effected until a receipt has been issued for the final prospectus by the Commissions or, if applicable pursuant to Section 2.2(b), the registration statement has been declared effective by the SEC, pursuant to which the Demand Qualifiable Securities are to be sold; provided, however, that a Demand Qualification will not be considered as having been effected if the Demand Qualifiable Securities requested to be included in a registration hereunder are cut back pursuant to the provisions set forth below. In the event that the Corporation and/or any other securityholder of the Corporation proposes to offer and sell its securities as part of any Demand Qualification initiated by the Requesting Holders under this Agreement and the Demand Notice requests that the Demand Qualification be for an underwritten offering, and if the managing underwriter or underwriters advise the Corporation in good faith and in writing that the aggregate amount of securities requested to be included in such offering is sufficiently large to have a material adverse effect on the distribution or sales price of the Demand Qualifiable Securities in such offering, then the Corporation will include in such Demand Qualification, to the extent of the amount that the managing underwriter or underwriters believe may be sold without causing such material adverse effect, first, the Qualifiable Securities of the Requesting Holders requested to be included in the offering under this subsection 2.1(a), and second, securities offered by the Corporation for its own account and/or by any other securityholder of the Corporation (in such proportions as between the Corporation and such other securityholders as determined by the Corporation in its sole discretion).

Required Qualification. (a) Subject to the provisions hereof, Holders holding Qualifiable Securities (at any time and from time to time during the “Requesting Holders”) Qualification Period, the Holder may request the Corporation to effect a Qualification of all or part of their the Qualifiable Securities (such Qualification being hereinafter referred to as a “Demand Qualification”). Such a request will shall be in writing (such written request, a “Demand Notice”) and will shall specify the number and the description of Qualifiable Securities to be sold (the “Demand Qualifiable Securities”), the intended method of disposition (including whether the disposition will be underwritten) and the jurisdictions (which may only include Canada or any province thereof, other than Québec, or, if applicable pursuant to Section 2.2(b), thereof and/or the United States of America and the states thereofAmerica) in which the Requesting Holders request Holder, acting reasonably, requests that the Demand Qualification be effectedeffected (provided that if the Holder requests the Demand Qualification to be effected only in the United States, then the Corporation shall also file the prospectus in one province of Canada solely to the extent required for the purposes of MJDS qualification). The Corporation will shall not be obligated to file a prospectus or registration statement in connection with a Demand Qualification except during the Qualification Period and will not be obligated to file a prospectus or a registration statement within three period ending six months of after the date of the receipt issued by the Commissions (or any of them) for any other final prospectus or filed by the Corporation and/or the effective date of any other registration statementstatement filed by the Corporation. In addition, subject to Section 2.1(c), the Corporation will shall not be obligated to: (i) to effect more than two three Demand Qualifications in total under this Agreement for the Shareholder Group; or (ii) effect more than one Demand Qualification for the Shareholder Group during any six-month periodAgreement. For the purposes of this subsection, a Demand Qualification will not be considered as having been effected until a receipt has been issued for the final prospectus by the Commissions or, if applicable pursuant to Section 2.2(b), and/or the registration statement has been declared effective by the SEC, as applicable, pursuant to which the Demand Qualifiable Securities are to be sold; provided, however, that a Demand Qualification will not be considered as having been effected if the Demand Qualifiable Securities requested to be included in a registration hereunder are cut back pursuant to the provisions set forth below. In the event that the Corporation and/or any other securityholder of the Corporation proposes to offer and sell its securities as part of any Demand Qualification initiated by the Requesting Holders Holder under this Agreement and the Demand Notice requests that the Demand Qualification be for an underwritten offeringAgreement, and if the managing underwriter or underwriters advise the Corporation in good faith and in writing that the aggregate amount of securities requested to be included in such offering is sufficiently large to have a material adverse effect on the distribution or sales price of the Demand Qualifiable Securities in such offering, then the Corporation will shall include in such Demand Qualification, to the extent of the amount that the managing underwriter or underwriters believe may be sold without causing such material adverse effect, first, the Qualifiable Securities of the Requesting Holders Holder requested to be included in the offering under this subsection Section 2.1(a), and second, securities offered by the Corporation for its own account and/or by any other securityholder of the Corporation (in such proportions as between the Corporation and such other securityholders as determined by the Corporation in its sole discretion).