Common use of Sale on Exempt Basis Clause in Contracts

Sale on Exempt Basis. The Agents shall use their “best efforts” to arrange for the purchase of the Special Warrants: (i) in the Qualifying Jurisdictions on a private placement basis in compliance with applicable 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 Accredited Investors in compliance with 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 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 “best efforts” to arrange for the purchase of the Special Warrants: (i) in the Qualifying Designated Jurisdictions on a private placement basis in compliance with applicable 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 Accredited Investors in compliance with Schedule “A” hereto; and (iii) in such other Designated Jurisdictions 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 jurisdictions provided that no prospectus, registration statement or similar document is required to be filed in such Designated Jurisdictionjurisdiction, no registration or similar requirement would apply with respect to the Corporation in connection with the Offering in such other Designated Jurisdiction jurisdiction and the Corporation does not become subject to ongoing continuous disclosure obligations in such other Designated Jurisdictionsjurisdictions.

Sale on Exempt Basis. The Agents shall use their “best efforts” to arrange for the purchase of the Special Warrants: (i) in the Qualifying Jurisdictions on a private placement basis in compliance with applicable 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 Accredited Investors in compliance with 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 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 “best efforts” commercially reasonable efforts to arrange for the purchase of the Special Warrants: (i) in the Qualifying Canadian Offering Jurisdictions on a private placement basis in compliance with applicable 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 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 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 “best efforts” to arrange for the purchase of the Special Warrants: (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 Schedule “A” 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.