Common use of Sale on Exempt Basis Clause in Contracts

Sale on Exempt Basis. The Company understands that, although the offer to act as underwriters with respect to the Subscription Receipts is made hereunder by the Underwriters to the Company as purchasers, the Underwriters shall have the right to and shall use their commercially reasonable efforts to arrange for the Subscription Receipts to be purchased by the Purchasers: (i) in the Designated Provinces on a private placement basis in compliance with Canadian Securities Laws such that the offer and sale of the Subscription Receipts does not obligate the Company to file a prospectus; (ii) in the United States that are Qualified Institutional Buyers pursuant to the representations, warranties, acknowledgments, agreements and covenants of the Company, the Underwriters and the U.S. Placement Agents contained in Schedule “A” hereto; and (iii) in such other jurisdictions as consented to by the Company on a private placement basis in compliance with all applicable securities laws of such other jurisdictions provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect to the Company in such other jurisdictions and the Company does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictions.

Sale on Exempt Basis. The Company understands that, although that the offer to act as underwriters with respect to the Subscription Receipts is made hereunder by the Underwriters to the Company as purchasers, the Underwriters Agents shall have the right to and shall use their its commercially reasonable best efforts to arrange for the Subscription Receipts Special Warrants to be purchased by the Purchasers: (i) in the Designated Provinces Qualifying Jurisdictions on a private placement basis in compliance with Canadian Applicable Securities Laws such that the offer and sale of the Subscription Receipts Special Warrants does not obligate the Company to file a prospectusprospectus (other than Preliminary Qualification Prospectus, the Final Qualification Prospectus or any Supplementary Material relating to the distribution of the Underlying Units as contemplated this Agreement); (ii) in the United States that are Qualified Institutional Buyers pursuant to and to, or for the representationsaccount or benefit of, warranties, acknowledgments, agreements U.S. Persons must be exempt from registration under the U.S. Securities Act and covenants of the Companyapplicable state securities laws and in connection therewith, the Underwriters offer and sale of Special Warrants in the United States and to, or for the account or benefit of, U.S. Placement Agents contained Persons shall occur in accordance with Schedule “A” attached hereto; and (iii) in such other jurisdictions as consented to by the Company on a private placement basis in compliance with all applicable securities laws of such other jurisdictions provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect to the Company in such other jurisdictions and the Company does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictions.

Sale on Exempt Basis. The Company understands that, although that the offer to act as underwriters with respect to the Subscription Receipts is made hereunder by the Underwriters to the Company as purchasers, the Underwriters Agent shall have the right to and shall use their its commercially reasonable best efforts to arrange for the Subscription Receipts Special Warrants to be purchased by the Purchasers: (i) in the Designated Provinces Qualifying Jurisdictions on a private placement basis in compliance with Canadian Applicable Securities Laws such that the offer and sale of the Subscription Receipts Special Warrants does not obligate the Company to file a prospectusprospectus (other than Preliminary Qualification Prospectus, the Final Qualification Prospectus or any Supplementary Material relating to the distribution of the Underlying Units as contemplated this Agreement); (ii) in the United States that are Qualified Institutional Buyers pursuant to and to, or for the representationsaccount or benefit of, warranties, acknowledgments, agreements U.S. Persons must be exempt from registration under the U.S. Securities Act and covenants of the Companyapplicable state securities laws and in connection therewith, the Underwriters offer and sale of Special Warrants in the United States and to, or for the account or benefit of, U.S. Placement Agents contained Persons shall occur in accordance with Schedule “"A” " attached hereto; and (iii) in such other jurisdictions as consented to by the Company on a private placement basis in compliance with all applicable securities laws of such other jurisdictions provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect to the Company in such other jurisdictions and the Company does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictions.

Sale on Exempt Basis. The Company Corporation understands that, although the offer to act as underwriters with respect to the Subscription Receipts Units is made hereunder by the Underwriters to the Company Corporation as purchasers, the Underwriters shall have the right to and shall use their commercially reasonable efforts to arrange for the Subscription Receipts Units to be purchased by the Purchasers: (i) in the Designated Provinces on a private placement basis in compliance with Canadian applicable Securities Laws such that the offer and sale of the Subscription Receipts does not obligate the Company to file a prospectus;Laws; and (ii) in the United States or for the account or benefit of U.S. Persons that are either Qualified Institutional Buyers or Substituted U.S. Purchasers pursuant to the representations, warranties, acknowledgments, agreements and covenants of the CompanyCorporation, the Underwriters and the U.S. Placement Agents Affiliates contained in Schedule “A” hereto; and (iii) in such other jurisdictions as consented to by the Company Corporation on a private placement basis in compliance with all applicable securities laws Securities Laws of such other jurisdictions provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect to the Company Corporation in such other jurisdictions and the Company Corporation does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictions.

Sale on Exempt Basis. The Company understands that, although that the offer to act as underwriters with respect to the Subscription Receipts is made hereunder by the Underwriters to the Company as purchasers, the Underwriters Agents shall have the right to and shall use their commercially reasonable best efforts to arrange for the Subscription Receipts Special Warrants to be purchased by the Purchasers: (i) in the Designated Provinces Qualifying Jurisdictions on a private placement basis in compliance with Canadian Applicable Securities Laws in the Qualifying Jurisdictions such that the offer and sale of the Subscription Receipts Special Warrants does not obligate the Company to file a prospectusprospectus (other than Preliminary Qualification Prospectus, the Final Qualification Prospectus or any Supplementary Material relating to the distribution of the Underlying Units as contemplated this Agreement); (ii) to, or for the account or benefit of, persons in the United States that are Qualified Institutional Buyers pursuant to the representations, warranties, acknowledgments, agreements and covenants of the Company, the Underwriters and U.S. Persons in transactions exempt from registration under the U.S. Placement Agents contained Securities Act and applicable state securities laws and in accordance with Schedule “A” A attached hereto; and (iii) in such other jurisdictions as consented to by the Company on a private placement basis in compliance with all applicable securities laws of such other jurisdictions provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect to the Company in such other jurisdictions and the Company does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictions.

Sale on Exempt Basis. The Company understands that, although that the offer to act as underwriters with respect to the Subscription Receipts is made hereunder by the Underwriters to the Company as purchasers, the Underwriters Agent shall have the right to and shall use their its commercially reasonable best efforts to arrange for the Subscription Receipts Special Warrants to be purchased by the Purchasers: (i) in the Designated Provinces Qualifying Jurisdictions on a private placement basis in compliance with Canadian Applicable Securities Laws such that the offer and sale of the Subscription Receipts Special Warrants does not obligate the Company to file a prospectusprospectus (other than Preliminary Qualification Prospectus, the Final Qualification Prospectus or any Supplementary Material relating to the distribution of the Underlying Units as contemplated this Agreement); (ii) in the United States that are Qualified Institutional Buyers pursuant to and to, or for the representationsaccount or benefit of, warranties, acknowledgments, agreements U.S. Persons must be exempt from registration under the U.S. Securities Act and covenants of the Companyapplicable state securities laws and in connection therewith, the Underwriters offer and sale of Special Warrants in the United States and to, or for the account or benefit of, U.S. Placement Agents contained Persons shall occur in accordance with Schedule “A” attached hereto; and (iii) in such other jurisdictions as consented to by the Company on a private placement basis in compliance with all applicable securities laws of such other jurisdictions provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect to the Company in such other jurisdictions and the Company does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictions.

Sale on Exempt Basis. The Company understands that, although that the offer to act as underwriters with respect to the Subscription Receipts is made hereunder by the Underwriters to the Company as purchasers, the Underwriters Agent shall have the right to and shall use their its commercially reasonable best efforts to arrange for the Subscription Receipts Special Warrants to be purchased by the Purchasers: (i) in the Designated Provinces Qualifying Jurisdictions on a private placement basis in compliance with Canadian Applicable Securities Laws in the Qualifying Jurisdictions such that the offer and sale of the Subscription Receipts Special Warrants does not obligate the Company to file a prospectusprospectus (other than Preliminary Qualification Prospectus, the Final Qualification Prospectus or any Supplementary Material relating to the distribution of the Underlying Units as contemplated this Agreement); (ii) to, or for the account or benefit of, persons in the United States that are Qualified Institutional Buyers pursuant to the representations, warranties, acknowledgments, agreements and covenants of the Company, the Underwriters and U.S. Persons in transactions exempt from registration under the U.S. Placement Agents contained Securities Act and applicable state securities laws and in accordance with Schedule “A” A attached hereto; and (iii) in such other jurisdictions as consented to by the Company on a private placement basis in compliance with all applicable securities laws of such other jurisdictions provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect to the Company in such other jurisdictions and the Company does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictions.