Common use of Sale on Exempt Basis Clause in Contracts

Sale on Exempt Basis. The Agent shall: a. offer for sale and sell the Units in Canada only in the Offering Provinces in compliance with all applicable Canadian Securities Laws or outside of Canada in compliance with applicable laws provided that any offer or sale in any jurisdiction other than an Offering Province shall be effected in a manner exempt from the applicable prospectus or registration requirements under the securities legislation of the jurisdiction in which such Purchaser resides; b. offer for sale and sell the Units in the United States only through a U.S. registered broker-dealer affiliate of the Agent pursuant to Rule144A promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933 (United States), as amended in accordance with the appropriate exemptions set forth in Schedule "A" attached hereto provided that no such action on the part of the Agent shall in any way oblige the Corporation to register the Units under the Securities Act of 1933 (United States), as amended; c. offer for sale and sell the Units only to such Purchasers and in such manner so that, pursuant to the provisions of applicable Canadian Securities Laws, no prospectus or offering memorandum need be filed or delivered in connection therewith; d. not offer for sale or sell the Units in any jurisdiction where the Corporation may be subject to liability in connection with the sale of the Units which is materially more onerous than the liability to which it may be subject under the laws of the Offering Provinces; and e. obtain from each Purchaser an executed Subscription Agreement.

Sale on Exempt Basis. The Agent Agents shall: a. (a) offer for sale and sell the Units Offered Securities in Canada only in the Offering Provinces in compliance with all applicable Canadian Securities Laws and pursuant to Regulation S or outside of Canada and the United States in compliance with applicable laws and pursuant to Regulation S; provided that any offer or sale in any jurisdiction other than an Offering Province shall be effected in a manner exempt from the applicable prospectus or registration requirements under the securities legislation of the jurisdiction in which such Purchaser resides, and provided further that all of the forgoing shall be conducted in accordance with Schedule “A” hereto; b. (b) offer for sale and sell the Units in the United States only through a U.S. registered broker-dealer affiliate of the Agent pursuant to Rule144A promulgated by the United States Offered Securities and Exchange Commission under the Securities Act of 1933 (United States), as amended in accordance with the appropriate exemptions set forth in Schedule "A" attached hereto provided that no such action on the part of the Agent shall in any way oblige the Corporation to register the Units under the Securities Act of 1933 (United States), as amended; c. offer for sale and sell the Units only to such Purchasers and in such manner so that, pursuant to the provisions of applicable Canadian Securities Laws, no prospectus or offering memorandum need be filed or delivered in connection therewith; d. (c) not offer for sale or sell the Units Offered Securities in any jurisdiction where the Corporation may be subject to liability in connection with the sale of the Units Offered Securities which is materially more onerous than the liability to which it may be subject under the laws of the Offering ProvincesCanadian Securities Laws; and e. (d) obtain from each Purchaser an executed Subscription AgreementAgreement subject to acceptance by the Corporation. The Agents and the Corporation hereby agree that the offer and sale of the Offered Securities will be made in compliance with the provisions of Schedule “A” attached hereto.

Sale on Exempt Basis. The Agent shall: a. offer Upon and subject to the terms and conditions set forth herein, the Underwriters hereby agree to purchase, and upon acceptance hereof, the Company hereby agrees to sell to the Underwriters and/or the Purchasers, on a “bought deal” private placement basis, all of the Subscription Receipts to be issued and sold pursuant to the Offering and the Underwriters agree that they will only solicit and arrange for sale and sell the Units in Canada only Purchasers of Subscription Receipts in the Offering Provinces in compliance with all applicable Canadian Securities Laws or outside of Canada in compliance with applicable laws provided that any offer or sale in any jurisdiction other than an Offering Province shall be effected in a manner exempt from the applicable prospectus or registration requirements under the securities legislation of the jurisdiction in which such Purchaser resides; b. offer for sale and sell the Units in the United States only through a U.S. registered broker-dealer affiliate of the Agent pursuant to Rule144A promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933 (United States)Selling Jurisdictions, as amended in accordance with the appropriate exemptions set forth in Schedule "A" attached hereto provided that no such action on the part of the Agent shall in any way oblige the Corporation to register the Units under the Applicable Securities Act of 1933 (United States)Laws, as amended; c. offer for sale and sell the Units only to such Purchasers and in such a manner so thatwhich will not trigger any obligation for the Company to file a prospectus, pursuant to the provisions of applicable Canadian a registration statement or other offering document with any Securities Laws, no prospectus Regulator under Applicable Securities Laws or offering memorandum need be filed otherwise comply with any continuous disclosure or delivered in connection therewith; d. not offer for sale or sell the Units reporting obligation in any jurisdiction where the Corporation may be outside of Canada. The Underwriters acknowledge that, subject to liability the conditions contained in connection with Section 7 hereof being satisfied, the sale Underwriters shall become obligated to purchase or cause to be purchased all of the Units which is materially more onerous than Subscription Receipts. To the liability extent that Purchasers purchase Subscription Receipts at the Closing, the Underwriters shall not be obligated to which it may be subject under purchase the laws of the Offering Provinces; and e. obtain from each Purchaser an executed Subscription AgreementReceipts so purchased by such Purchasers.

Sale on Exempt Basis. The Agent shall: a. (a) offer for sale and sell the Units Offered Securities in Canada only in the Offering Provinces in compliance with all applicable Canadian Securities Laws and pursuant to Regulation S or outside of Canada and the United States in compliance with applicable laws and pursuant to Regulation S; provided that any offer or sale in any jurisdiction other than an Offering Province shall be effected in a manner exempt from the applicable prospectus or registration requirements under the securities legislation of the jurisdiction in which such Purchaser resides; b. (b) offer the Offered Securities only in accordance with Rule 903 of Regulation S, and accordingly neither the Agent, its affiliates, nor any person acting on its behalf has made or will make: (i) any offer to sell, or any solicitation of an offer to buy, Offered Securities to any U.S. Person, to any person purchasing for the benefit or account of a U.S. Person, or any person in the United States; (ii) any sale of Offered Securities unless, at the time the buy order was or will have been originated the Purchaser is: (1) outside the United States; or (2) the Agent and any person acting on its behalf reasonably believe that the purchaser is outside the United States; nor (iii) any Directed Selling Efforts in the United States with respect to the Offered Securities or the Compensation Securities. (c) offer for sale and sell the Units in the United States only through a U.S. registered broker-dealer affiliate of the Agent pursuant to Rule144A promulgated by the United States Offered Securities and Exchange Commission under the Securities Act of 1933 (United States), as amended in accordance with the appropriate exemptions set forth in Schedule "A" attached hereto provided that no such action on the part of the Agent shall in any way oblige the Corporation to register the Units under the Securities Act of 1933 (United States), as amended; c. offer for sale and sell the Units only to such Purchasers and in such manner so that, pursuant to the provisions of applicable Canadian Securities Laws, no prospectus or offering memorandum need be filed or delivered in connection therewith; d. (d) not offer for sale or sell the Units Offered Securities in any jurisdiction where the Corporation may be subject to liability in connection with the sale of the Units Offered Securities which is materially more onerous than the liability to which it may be subject under the laws of the Offering Provinces; andCanadian Securities Laws; e. (e) obtain from each Purchaser an executed Subscription AgreementAgreement and Registration Rights Agreement subject to acceptance by the Corporation; (f) ensure that all offers and sales of the Offered Securities prior to the expiration of the distribution compliance period specified in Category 3 (paragraph (b)(3)) in Rule 903 shall be made only in accordance with the provisions of Rule 903 or Rule 904; pursuant to registration of the securities under the U.S. Securities Act; or pursuant to an available exemption from the registration requirements of the U.S. Securities Act; and (g) not engage in hedging transactions with regard to Offered Securities prior to the expiration of the distribution compliance period specified in Category 3 (paragraph(b)(3)) in Rule 903, unless in compliance with the U.S. Securities Act.

Sale on Exempt Basis. The Agent shall: a. (a) offer for sale and sell the Units Offered Securities in Canada only in the Offering Provinces in compliance with all applicable Canadian Securities Laws and pursuant to Regulation S or outside of Canada and the United States in compliance with applicable laws and pursuant to Regulation S; provided that any offer or sale in any jurisdiction other than an Offering Province shall be effected in a manner exempt from the applicable prospectus or registration requirements under the securities legislation of the jurisdiction in which such Purchaser resides, and provided further that all of the forgoing shall be conducted in accordance with Schedule “A” hereto; b. (b) offer for sale and sell the Units in the United States only through a U.S. registered broker-dealer affiliate of the Agent pursuant to Rule144A promulgated by the United States Offered Securities and Exchange Commission under the Securities Act of 1933 (United States), as amended in accordance with the appropriate exemptions set forth in Schedule "A" attached hereto provided that no such action on the part of the Agent shall in any way oblige the Corporation to register the Units under the Securities Act of 1933 (United States), as amended; c. offer for sale and sell the Units only to such Purchasers and in such manner so that, pursuant to the provisions of applicable Canadian Securities Laws, no prospectus or offering memorandum need be filed or delivered in connection therewith; d. (c) not offer for sale or sell the Units Offered Securities in any jurisdiction where the Corporation may be subject to liability in connection with the sale of the Units Offered Securities which is materially more onerous than the liability to which it may be subject under the laws of the Offering ProvincesCanadian Securities Laws; and e. (d) obtain from each Purchaser an executed Subscription AgreementAgreement subject to acceptance by the Corporation. The Agent and the Corporation hereby agree that the offer and sale of the Offered Securities will be made in compliance with the provisions of Schedule “A” hereto.