Common use of Sale on Exempt Basis Clause in Contracts

Sale on Exempt Basis. The Agents shall use their commercially reasonable “best efforts” to arrange for the purchase of the Special Warrants and the Private Placement Units: (i) in the Qualifying Jurisdictions on a private placement basis in compliance with applicable U.S. Securities Laws and Canadian Securities Laws; (ii) in the United States and to, or for the account or benefit of, U.S. Persons that are Qualified Institutional Buyers or U.S. Accredited Investors in compliance with Section 8 hereto; and (iii) in such other Designated Jurisdictions as may be agreed upon between the Corporation and the Agents, on a private placement basis in compliance with all applicable Securities Laws of such other Designated Jurisdictions provided that no prospectus, registration statement or similar document is required to be filed in such Designated Jurisdiction, no registration or similar requirement would apply with respect to the Corporation in connection with the Offering in such other Designated Jurisdiction and the Corporation does not become subject to ongoing continuous disclosure obligations in such other Designated Jurisdictions.

Sale on Exempt Basis. The Agents shall use their "commercially reasonable “best efforts” reasonable" efforts to arrange for the purchase of the Special Warrants and the Private Placement UnitsConvertible Debentures: (i) in the Qualifying Jurisdictions on a private placement basis in compliance with applicable U.S. Canadian Securities Laws and Canadian Securities Lawsin accordance with the requirements of Category 3 of Rule 903 of Regulation S; (ii) in the United States and to, or for the account or benefit of, U.S. Persons that are Qualified Institutional Buyers or U.S. Accredited Investors in compliance with Section 8 Schedule "A" hereto; and (iii) in such other Designated Jurisdictions as may be agreed upon between the Corporation and the Agents, on a private placement basis in compliance with all applicable Securities Laws of such other Designated Jurisdictions and in accordance with the requirements of Category 3 of Rule 903 of Regulation S provided that no prospectus, registration statement or similar document is required to be filed in such Designated Jurisdiction, no registration or similar requirement would apply with respect to the Corporation in connection with the Offering in such other Designated Jurisdiction and the Corporation does not become subject to ongoing continuous disclosure obligations in such other Designated Jurisdictions.

Sale on Exempt Basis. The Agents Agent shall use their commercially reasonable its “best efforts” to arrange for the purchase of the Special Warrants and the Private Placement UnitsWarrants: (i) in the Qualifying Jurisdictions on a private placement basis in compliance with applicable U.S. Canadian Securities Laws and Canadian in accordance with the requirements of Category 3 of Rule 903 of Regulation S under the U.S. Securities LawsAct; (ii) in the United States and to, or for the account or benefit of, U.S. Persons that are Qualified Institutional Buyers or U.S. Accredited Investors in compliance with Section 8 Schedule “A” hereto; and (iii) in such other Designated Jurisdictions as may be agreed upon between the Corporation and the AgentsAgent, on a private placement basis in compliance with all applicable Securities Laws of such other Designated Jurisdictions and in accordance with the requirements of Category 3 of Rule 903 of Regulation S under the U.S. Securities Act provided that no prospectus, registration statement or similar document is required to be filed in such Designated Jurisdiction, no registration or similar requirement would apply with respect to the Corporation in connection with the Offering in such other Designated Jurisdiction and the Corporation does not become subject to ongoing continuous disclosure obligations in such other Designated Jurisdictions.

Sale on Exempt Basis. The Agents shall use their commercially reasonable “best efforts” to arrange for the purchase of the Special Warrants and the Private Placement UnitsWarrants: (i) in the Qualifying Jurisdictions on a private placement basis in compliance with applicable U.S. Securities Laws and Canadian Securities Laws; (ii) in the United States and to, or for the account or benefit of, U.S. Persons that are Qualified Institutional Buyers or U.S. Accredited Investors in compliance with Section 8 hereto; and (iii) in such other Designated Jurisdictions as may be agreed upon between the Corporation and the Agents, on a private placement basis in compliance with all applicable Securities Laws of such other Designated Jurisdictions provided that no prospectus, registration statement or similar document is required to be filed in such Designated Jurisdiction, no registration or similar requirement would apply with respect to the Corporation in connection with the Offering in such other Designated Jurisdiction and the Corporation does not become subject to ongoing continuous disclosure obligations in such other Designated Jurisdictions.