Common use of RIGHTS AND COVENANTS Clause in Contracts

RIGHTS AND COVENANTS. 7.1 General Covenants of the Company The Company represents, warrants and covenants with the Trustee for the benefit of the Trustee and the Warrantholders that: (a) it will at all times maintain its existence, carry on and conduct its business in a proper, efficient and business-like manner and in accordance with good business practice, keep or cause to be kept proper books of account in accordance with generally accepted accounting practice, and, if and whenever required in writing by the Trustee, file with the Trustee copies of all annual statements of the Company furnished to its shareholders during the term of this Indenture; (b) it is duly authorized to create and issue the Warrants to be issued under this Indenture and the Series A Warrant Certificates and Series B Warrant Certificates when issued and certified as provided in this Indenture will be legal, valid and binding obligations of the Company; (c) subject to the provisions of this Indenture, it will cause the Warrant Shares from time to time subscribed for and purchased pursuant to the exercise of Warrants, and the certificates representing such Warrant Shares, to be duly and validly issued; (d) at all times while any Warrants are outstanding it will reserve and there will remain unissued out of its authorized capital a number of Common Shares sufficient to enable the Company to meet its obligation to issue Warrant Shares on the exercise of Warrants outstanding under this Indenture from time to time; (e) upon the exercise by the holder of any Warrants of the right of purchase provided for therein and in this Indenture and, upon payment of the Subscription Price applicable thereto for each Warrant Share in respect of which the right of purchase is so exercised, all Warrant Shares issuable upon the exercise will be duly and validly issued as fully paid and non-assessable; (f) the Company will use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchange for a period of at least 9 months from the date hereof; (g) the Company will use its commercially reasonable efforts to maintain its status as a reporting issuer" pursuant to and not in default of each of the B.C. Act and the Alberta Act for a period of 9 months from the date hereof; (h) the Company will use its commercially reasonable efforts to keep the registration statement filed under the United States Securities Act of 1933 on *__________, effective for 9 months from the date hereof; and (i) it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all other acts, deeds and assurances in law as the Trustee may reasonably require for better accomplishing and effecting the intentions and provisions of this Indenture.

RIGHTS AND COVENANTS. 7.1 General Covenants of the Company The Company represents, warrants and covenants with the Trustee for the benefit of the Trustee and the Warrantholders that: (a) it will at all times maintain its existence, carry on and conduct its business in a proper, efficient and business-like manner and in accordance with good business practice, keep or cause to be kept proper books of account in accordance with generally accepted accounting practice, and, if and whenever required in writing by the Trustee, file with the Trustee copies of all annual statements of the Company furnished to its shareholders during the term of this Indenture; (b) it is duly authorized to create and issue the Warrants to be issued under this Indenture and the Series A Warrant Certificates and Series B Warrant Certificates when issued and certified as provided in this Indenture will be legal, valid and binding obligations of the Company; (c) subject to the provisions of this Indenture, it will cause the Warrant Shares from time to time subscribed for and purchased pursuant to the exercise of Warrants, and the certificates representing such Warrant Shares, to be duly and validly issued; (d) at all times while any Warrants are outstanding it will reserve and there will remain unissued out of its authorized capital a number of Common Shares sufficient to enable the Company to meet its obligation to issue Warrant Shares on the exercise of Warrants outstanding under this Indenture from time to time; (e) upon the exercise by the holder of any Warrants of the right of purchase provided for therein and in this Indenture and, upon payment of the Subscription Price applicable thereto for each Warrant Share in respect of which the right of purchase is so exercised, all Warrant Shares issuable upon the exercise will be duly and validly issued as fully paid and non-assessable; (f) the Company will use its commercially reasonable best efforts to maintain the listing of the Common Shares on the Exchange for a period of at least 9 months from the date hereof; (g) the Company will use its commercially reasonable efforts to maintain its status as a reporting issuer" pursuant to and not in default of each of the B.C. Act and the Alberta Act for a period of 9 months from the date hereof; (h) the Company will use its commercially reasonable best efforts to keep the registration statement filed under the United States Securities Act of 1933 on *__________1933, effective for 9 months from continuously during the date hereofterm of the Warrants, and will notify the Trustee in writing in the event that the registration statement is no longer effective at any time during such term; and (i) it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all other acts, deeds and assurances in law as the Trustee may reasonably require for better accomplishing and effecting the intentions and provisions of this Indenture.