Common use of Securities Qualification Requirements Clause in Contracts

Securities Qualification Requirements. (a) If, in the opinion of counsel, any instrument (not including a prospectus, except as contemplated by Section 3.1 hereof) is required to be filed with or any permission, order or ruling is required to be obtained from any securities regulatory authority or any stock exchange or any other actions are required under any Canadian federal law or any provincial laws of the Qualifying Provinces or any stock exchange rules before any securities or property, including Common Shares, which a Special Warrantholder is entitled to receive pursuant to the exercise or deemed exercise of a Special Warrant may properly and legally be issued and delivered upon the exercise or deemed exercise of a Special Warrant and thereafter traded, the Company covenants that it will use reasonable efforts to file such instrument, obtain such permission, order or ruling or take all such other actions at its expense, as is required or appropriate in the circumstances. (b) The Company will give written notice of, and will make all necessary filings in respect of, the issue of the Common Shares pursuant to the exercise or deemed exercise of Special Warrants, in such detail as may be required, to any stock exchange upon which the Common Shares may be listed or to the securities regulatory authority in a Qualifying Province if there is therein any legislation, ruling or order requiring the giving of any such notice or the making of any such filings in order that the subsequent disposition of the Common Shares so issued will not be subject to the prospectus requirements of such legislation, ruling or order (subject to any applicable hold periods). (c) The Company has no obligation to register or qualify the Special Warrants or the Common Shares under the U.S. Securities Act or the securities laws of any state of the United States.

Securities Qualification Requirements. (a) a. If, in the opinion of counselCounsel, any instrument (not including a prospectus, except as contemplated by Section 3.1 hereof) is required to be filed with with, or any permission, order or ruling permission is required to be obtained from from, any securities regulatory governmental authority or any stock exchange regulatory body in Canada or the United States or any other actions are step is required under any Canadian federal or provincial law of Canada or any provincial laws federal or state law of the Qualifying Provinces or any stock exchange rules United States before any securities or property, including Common Shares, Shares which a Special Warrantholder is entitled to receive acquire pursuant to the exercise or deemed exercise of a Special any Purchase Warrant may properly and legally be issued and delivered upon the due exercise or deemed exercise of a Special Warrant thereof and thereafter traded, without further formality or restriction, the Company Corporation covenants that it will use reasonable efforts to file take such instrument, obtain such permission, order or ruling or take all such other actions required action at its expense, as is required or appropriate in the circumstances. (b) b. The Company Corporation or, if required in writing by the Corporation, the Trustee, will give written notice of, and will make all necessary filings in respect of, of the issue of the Common Shares pursuant to the exercise or deemed exercise of Special Purchase Warrants, in such detail as may be required, to any stock exchange upon which the Common Shares may be listed each securities commission or to the securities similar regulatory authority in a Qualifying Province if each of the Filing Jurisdictions in which there is therein any legislation, ruling legislation or order regulation permitting or requiring the giving of any such notice notice. c. The Corporation covenants that if any Common Shares, required to be reserved for the purpose of issue upon exercise of the Purchase Warrants hereunder, require registration with or the making approval of any governmental authority under any federal or state law before such filings Common Shares may be issued upon exercise of Purchase Warrants, the Corporation will use its best efforts to cause such Common Shares to be duly registered, or approved, as the case may be, and, to the extent practicable, take all such action in order that anticipation of and prior to the subsequent disposition exercise of the Purchase Warrants, including, without limitation, filing any and all post effective amendments to the Corporation's Registration Statement on Form S-3 (Registration No. 333-91666) necessary to permit a public offering of the Common Shares so issued will not underlying the Purchase Warrants at any and all times during the term of this Indenture, provided, however, that in no event shall such Common Shares be subject issued, and the Corporation is authorized to refuse to honor the exercise of any Purchase Warrant, if such exercise would result in the opinion of the Corporation's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Purchase Warrant exercisable solely for Common Shares listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Corporation may elect to redeem Purchase Warrants submitted to the prospectus requirements Trustee for exercise for a price equal to the difference between the aggregate low asked price, or closing price, as the case may be, of such legislation, ruling or order (subject to any applicable hold periods). (c) The Company has no obligation to register or qualify the Special Warrants or the Common Shares under for which such Purchase Warrant is exercisable on the U.S. Securities Act or date of such submission and the securities laws Exercise Price of any state such Purchase Warrants; in the event of such redemption, the United StatesCorporation will pay to the holder of such Purchase Warrants the above described redemption price in cash within ten business days after receipt of notice from the Trustee that such Purchase Warrants have been submitted for exercise.

Securities Qualification Requirements. (a) The Corporation will, as soon as practicable, prepare and file, under the applicable Securities Laws, and use its reasonable best efforts to obtain receipts from the Securities Commissions for the Preliminary Prospectus and prepare and file other related documents relating to the distribution of the Debentures issuable upon exercise of the Special Warrants. (b) The Corporation will use its best efforts to satisfy as expeditiously as possible any comments with respect to the Preliminary Prospectus made by any of the Securities Commissions. (c) The Corporation will, as soon as practicable after any comments referred to in clause (b) above are satisfied, prepare and file, under the applicable Securities Laws, the Final Prospectus and other related documents and will thereafter use its best efforts to obtain receipts for the Final Prospectus from the Securities Commissions and take all other steps and proceedings that may be necessary in order to qualify, under the applicable Securities Laws, the distribution of the Debentures issuable upon exercise of the Special Warrants to the Special Warrantholders upon the exercise or deemed exercise thereof. (d) If, in the opinion of counsel, any instrument (not including a prospectusthe Final Prospectus), except as contemplated by Section 3.1 hereof) required in this section 5.4, is required to be filed with with, or any permission, order or ruling permission is required to be obtained from any securities regulatory governmental authority in Canada or any stock exchange the United States or any other actions are step is required under any Canadian federal or provincial law of Canada or any provincial laws federal or state law of the Qualifying Provinces or any stock exchange rules United States before any securities or property, including Common Shares, Debentures which a Special Warrantholder is entitled to receive acquire pursuant to the exercise of any Special Warrants or deemed any Common Share which a holder of Debentures is entitled to acquire pursuant to the exercise of a Special Warrant the Debentures may properly and legally be issued and delivered upon the due exercise or deemed exercise of a Special Warrant thereof and thereafter traded, without further formality or restriction, the Company Corporation covenants that it will use its reasonable best efforts to file take such instrument, obtain such permission, order or ruling or take all such other actions at its expense, as is required or appropriate in the circumstancesaction. (be) The Company Corporation will give written notice of, and will make all necessary filings in respect of, of the issue of Debentures pursuant to the exercise of Special Warrants or the issue of Common Shares pursuant to the exercise or deemed exercise of Special Warrantsthe Debentures, in such detail as may be required, to any stock exchange upon which the Common Shares may be listed Securities Commissions or to the securities similar regulatory authority in a Qualifying Province if each jurisdiction in Canada and the United States in which there is therein any legislation, ruling legislation or order regulation permitting or requiring the giving of any such notice or the making of any such filings in order that such issue of Debentures or Common 144554\0512890.WP Shares and the subsequent disposition of the Debentures or Common Shares so issued will not be subject to the prospectus qualification requirements of such legislation, ruling legislation or order (subject to any applicable hold periods)regulation. (c) The Company has no obligation to register or qualify the Special Warrants or the Common Shares under the U.S. Securities Act or the securities laws of any state of the United States.

Securities Qualification Requirements. (a) If, in the opinion of counsel, any instrument (not including a prospectus, except as contemplated by Section 3.1 hereof) is required to be filed with or any permission, order or ruling is required to be obtained from any securities regulatory authority or any stock exchange or any other actions are required under any Canadian federal law or any provincial laws of the Qualifying Provinces Canadian Jurisdictions or any stock exchange rules before any securities or property, including Common Shares, which a Special Warrantholder is entitled to receive pursuant to the exercise or deemed exercise of a Special Warrant may properly and legally be issued and delivered upon the exercise or deemed due exercise of a Special Warrant and thereafter traded, the Company Corporation covenants that it will use reasonable its best efforts to file such instrument, obtain such permission, order or ruling or take all such other actions at its expense, as is required or appropriate in the circumstances. (b) The Company Corporation, or if required by the Corporation, the Trustee, will give written notice of, and will make all necessary filings in respect of, the issue of the Common Shares pursuant to the exercise or deemed exercise of Special Warrants, in such detail as may be required, to any stock exchange upon which the Common Shares may be are then listed or to the securities regulatory authority in a Qualifying Province Canadian Jurisdiction if there is therein any legislation, ruling or order requiring the giving of any such notice or the making of any such filings in order that the subsequent disposition of the Common Shares so issued will not be subject to the prospectus requirements of such legislation, ruling or order (subject to any applicable hold periods). (c) The Company Corporation has no obligation to register or qualify the Special Warrants or the Common Shares under the U.S. Securities Act or the securities laws of any state of the United States.

Securities Qualification Requirements. (a) a. If, in the opinion of counselCounsel, any instrument (not including a prospectus, except as contemplated by Section 3.1 hereof) is required to be filed with with, or any permission, order or ruling permission is required to be obtained from from, any securities regulatory governmental authority or any stock exchange regulatory body in Canada or the United States or any other actions are step is required under any Canadian federal or provincial law of Canada or any provincial laws federal or state law of the Qualifying Provinces or any stock exchange rules United States before any securities or property, including Common Shares, Shares which a Special Warrantholder is entitled to receive acquire pursuant to the exercise or deemed exercise of a Special any Purchase Warrant may properly and legally be issued and delivered upon the due exercise or deemed exercise of a Special Warrant thereof and thereafter traded, without further formality or restriction, the Company Corporation covenants that it will use reasonable efforts to file take such instrument, obtain such permission, order or ruling or take all such other actions required action at its expense, as is required or appropriate in the circumstances. (b) b. The Company Corporation or, if required in writing by the Corporation, the Trustee, will give written notice of, and will make all necessary filings in respect of, of the issue of the Common Shares pursuant to the exercise or deemed exercise of Special Purchase Warrants, in such detail as may be required, to any stock exchange upon which the Common Shares may be listed each securities commission or to the securities similar regulatory authority in a Qualifying Province if each of the Filing Jurisdictions in which there is therein any legislation, ruling legislation or order regulation permitting or requiring the giving of any such notice notice. c. The Corporation covenants that if any Common Shares, required to be reserved for the purpose of issue upon exercise of the Purchase Warrants hereunder, require registration with or the making approval of any governmental authority under any federal or state law before such filings Common Shares may be issued upon exercise of Purchase Warrants, the Corporation will use all commercially reasonable efforts to cause such Common Shares to be duly registered, or approved, as the case may be, and, to the extent practicable, take all such action in order that anticipation of and prior to the subsequent disposition exercise of the Purchase Warrants, including, without limitation, filing any and all post effective amendments to the Corporation's Registration Statement on Form S-3 (Registration No. 333-_______) necessary to permit a public offering of the Common Shares so issued will not underlying the Purchase Warrants at any and all times during the term of this Indenture, provided, however, that in no event shall such Common Shares be subject issued, and the Corporation is authorized to refuse to honor the exercise of any Purchase Warrant, if such exercise would result in the opinion of the Corporation's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Purchase Warrant exercisable solely for Common Shares listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Corporation may elect to redeem Purchase Warrants submitted to the prospectus requirements Trustee for exercise for a price equal to the difference between the aggregate low asked price, or closing price, as the case may be, of such legislation, ruling or order (subject to any applicable hold periods). (c) The Company has no obligation to register or qualify the Special Warrants or the Common Shares under for which such Purchase Warrant is exercisable on the U.S. Securities Act or date of such submission and the securities laws Exercise Price of any state such Purchase Warrants; in the event of such redemption, the United StatesCorporation will pay to the holder of such Purchase Warrants the above described redemption price in cash within ten business days after receipt of notice from the Trustee that such Purchase Warrants have been submitted for exercise.

Securities Qualification Requirements. (a) a. If, in the opinion of counselCounsel, any instrument (not including a prospectus, except as contemplated by Section 3.1 hereof) is required to be filed with with, or any permission, order or ruling permission is required to be obtained from from, any securities regulatory governmental authority or any stock exchange regulatory body in Canada or the United States or any other actions are step is required under any Canadian federal or provincial law of Canada or any provincial laws federal or state law of the Qualifying Provinces or any stock exchange rules United States before any securities or property, including Common Shares, Shares which a Special Warrantholder is entitled to receive acquire pursuant to the exercise or deemed exercise of a Special any Purchase Warrant may properly and legally be issued and delivered upon the due exercise or deemed exercise of a Special Warrant thereof and thereafter traded, without further formality or restriction, the Company Corporation covenants that it will use reasonable efforts to file take such instrument, obtain such permission, order or ruling or take all such other actions required action at its expense, as is required or appropriate in the circumstances. (b) b. The Company Corporation or, if required in writing by the Corporation, the Trustee, will give written notice of, and will make all necessary filings in respect of, of the issue of the Common Shares pursuant to the exercise or deemed exercise of Special Purchase Warrants, in such detail as may be required, to any stock exchange upon which the Common Shares may be listed each securities commission or to the securities similar regulatory authority in a Qualifying Province if each of the Filing Jurisdictions in which there is therein any legislation, ruling legislation or order regulation permitting or requiring the giving of any such notice notice. c. The Corporation covenants that if any Common Shares, required to be reserved for the purpose of issue upon exercise of the Purchase Warrants hereunder, require registration with or the making approval of any governmental authority under any federal or state law before such filings Common Shares may be issued upon exercise of Purchase Warrants, the Corporation will use its best efforts to cause such Common Shares to be duly registered, or approved, as the case may be, and, to the extent practicable, take all such action in order anticipation of and prior to the exercise of the Purchase Warrants, including, without limitation, filing any and all post effective amendments to the Corporation's Registration Statement on Form S-3 (Registration No. 333-102225) necessary to permit the issuance of registered Common Shares on exercise of the Purchase Warrants at any and all times during the term of this Indenture, provided, however, that in no event shall such Common Shares be issued, and the subsequent disposition Corporation is authorized to refuse to honour the exercise of any Purchase Warrant, if such exercise would result in the opinion of the Corporation's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Purchase Warrant exercisable solely for Common Shares listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Corporation may elect to redeem Purchase Warrants submitted to the Trustee for exercise for a price equal to the difference between the aggregate low asked price, or closing price, as the case may be, of the Common Shares so issued for which such Purchase Warrant is exercisable on the date of such submission and the Exercise Price of such Purchase Warrants; in the event of such redemption, the Corporation will not be subject pay to the prospectus requirements holder of such legislation, ruling or order (subject to any applicable hold periods)Purchase Warrants the above described redemption price in cash within ten business days after receipt of notice from the Trustee that such Purchase Warrants have been submitted for exercise. (c) The Company has no obligation to register or qualify the Special Warrants or the Common Shares under the U.S. Securities Act or the securities laws of any state of the United States.

Securities Qualification Requirements. (a) If, in the opinion of counsel, any instrument (not including a prospectus, except as contemplated by Section 3.1 hereof) is required to be filed with or any permission, order or ruling is required to be obtained from any securities regulatory authority or any stock exchange or any other actions are required under any Canadian federal law or any provincial laws law of the Qualifying Provinces or any stock exchange rules before any securities or property, including Common Shares, Underlying Securities which a Special Warrantholder is entitled to receive pursuant to the exercise or deemed exercise of a Special Warrant may properly and legally be issued and delivered upon the exercise or deemed exercise of a Special Warrant and thereafter traded, the Company covenants that it will use reasonable efforts to file such instrument, obtain such permission, order or ruling or take all such other actions at its expense, as is required or appropriate in the circumstances. (b) The Company will give written notice of, and will make all necessary filings in respect of, the issue of the Common Shares Underlying Securities pursuant to the exercise or deemed exercise of Special Warrants, in such detail as may be required, to any stock exchange upon which the Common Shares may be listed or to the securities regulatory authority in a any of the Qualifying Province Provinces if there is therein any legislation, ruling or order requiring the giving of any such notice or the making of any such filings in order that the subsequent disposition of the Common Shares Underlying Securities so issued will not be subject to the prospectus requirements of such legislation, ruling or order (subject to any hold periods applicable hold periodsto Underlying Securities issued pursuant to the exercise of Special Warrants prior to the Expiry Date). (c) The Company has no obligation to register or qualify the Special Warrants or the Common Shares Underlying Securities under the U.S. Securities Act or the securities laws of any state of the United States.

Securities Qualification Requirements. ‌ (a) If, in the opinion of counsel, That if any instrument (not including a prospectus, except as contemplated by Section 3.1 hereof) is required to be filed with or any permission, order or ruling is required to be obtained from any securities regulatory authority or any stock exchange the Commissions or any other actions are step is required under any Canadian federal or provincial law or any provincial laws of the Qualifying Provinces or any stock exchange rules Designated Jurisdictions before any securities or property, including Common Shares, property which a Special Warrantholder is entitled to receive pursuant to the exercise or deemed automatic exercise of a Special Warrant may properly and legally be issued and delivered upon the due exercise or deemed automatic exercise of a Special Warrant and thereafter tradedWarrant, the Company covenants that it will shall use its commercially reasonable efforts to file make such instrumentfiling, obtain such permission, order or ruling or and take all such other actions action, at its expense, as is required or appropriate in the circumstances. (b) The Company will give written notice of, and will make all necessary filings in respect of, confirms that as at the issue date of execution of this Indenture it does not have a class of securities registered pursuant to Section 12 of the Common Shares 1934 Act or have a reporting obligation pursuant to the exercise or deemed exercise of Special Warrants, in such detail as may be required, to any stock exchange upon which the Common Shares may be listed or to the securities regulatory authority in a Qualifying Province if there is therein any legislation, ruling or order requiring the giving of any such notice or the making of any such filings in order that the subsequent disposition Section 15(d) of the Common Shares so issued will not be subject to the prospectus requirements of such legislation, ruling or order (subject to any applicable hold periods)1934 Act. (c) The Company has no obligation covenants that in the event that: (i) any class of its securities shall become registered pursuant to register or qualify Section 12 of the Special Warrants or the Common Shares under the U.S. Securities 1934 Act or the securities laws of any state Company shall incur a reporting obligation pursuant to Section 15(d) of the 1934 Act; (ii) any such registration or reporting obligation shall be terminated by the Company in accordance with the 1934 Act; or (iii) files a registration statement with the United StatesStates Securities and Exchange Commission (“SEC”) under the 1933 Act, the Company shall promptly deliver to the Special Warrant Agent an officers’ certificate (in a form provided by the Special Warrant Agent notifying the Special Warrant Agent of such registration or termination and such other information as the Special Warrant Agent may require at the time. The Company acknowledges that Special Warrant Agent is relying upon the foregoing representation and covenants in order to meet certain SEC obligations with respect to those clients who are filing with the SEC.