Common use of Securities Restrictions Clause in Contracts

Securities Restrictions. Notwithstanding anything herein contained, Warrants and Warrant Shares issued pursuant to the exercise of any Warrant will only be issued in compliance with applicable securities legislation of any applicable jurisdiction and, without limiting the generality of the foregoing, in respect of any Warrants exercised for Warrant Shares the certificates representing the issued Warrants or Warrant Shares, as the case may be, will bear such legends as may, in the opinion of Counsel, be necessary in order to avoid a violation of applicable securities legislation of such jurisdiction or to comply with the requirements of any stock exchange on which the Warrant Shares are listed, provided that if, at any time, in the opinion of Counsel, such legends are no longer necessary in order to avoid a violation of any such provisions or laws, or the holder of any such legended certificate, at the holder’s expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Warrants or Warrant Shares, as the case may be, in a transaction in which such legends are not required, such legended certificate may thereafter be surrendered to the Warrant Agent in exchange for a certificate which does not bear such legend.

Securities Restrictions. Notwithstanding anything herein contained, in the event that the Special Warrants and Warrant Shares issued pursuant are exercised prior to the exercise of any Warrant will only be issued in compliance with applicable securities legislation of any applicable jurisdiction andQualification Date, without limiting the generality of the foregoing, in respect of any Warrants exercised for Warrant Shares the certificates representing the Underlying Securities thereby issued Warrants or Warrant Shares, as the case may be, will bear such legends as may, in the opinion of Counselcounsel to the Corporation, acting reasonably, be necessary in order to avoid a violation of any applicable securities legislation of such jurisdiction laws or to comply with the requirements of any stock exchange on which the Warrant Shares Underlying Securities are listed, provided that if, at any time, in the opinion of Counselcounsel to the Corporation, such legends are no longer necessary or advisable in order to avoid a violation of any such provisions or laws, or the holder of any such legended certificatecertificates representing the Underlying Securities, at the holder’s expense, provides the Corporation and the Special Warrant Agent with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Warrants or Warrant Shares, as the case may be, Underlying Securities in a transaction in which such legends are not required, such legended certificate certificates representing Underlying Securities may thereafter be surrendered to the Warrant Agent transfer agent in exchange for a certificate certificates which does do not bear such legend.

Securities Restrictions. Notwithstanding anything herein contained, Warrants and Warrant no Common Shares will be issued pursuant to the exercise of any Warrant will only be issued in compliance with applicable if the issuance of such Common Shares would constitute a violation of the securities legislation laws of any applicable jurisdiction jurisdiction, and, without limiting the generality of the foregoing, in respect of any Warrants exercised for Warrant Shares the Corporation will legend the certificates representing the issued Warrants or Common Shares issuable upon exercise of any Warrant Shares, as the case may be, will bear such legends as mayif, in the opinion of Counselcounsel to the Corporation, be such legend is necessary in order to avoid a violation of any securities laws of any applicable securities legislation of such jurisdiction or to comply with the requirements of any stock exchange on which the Warrant Common Shares are listed, ; provided that if, at any time, in the opinion of Counseloutside counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such provisions or laws, or the holder of any such legended certificate, at the holder’s his expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel of recognized standing satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Warrants or Warrant Shares, as the case may be, securities in a transaction in which such legends are not required, such legended certificate certificates may thereafter be surrendered to the Warrant Agent in exchange for a certificate which that does not bear such legendlegends. The Warrant Agent shall be entitled to assume that the Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates representing the Common Shares should bear.

Securities Restrictions. Notwithstanding anything herein containedany provision to the contrary contained in this Indenture, Warrants and Warrant in relation to the issuance of Common Shares outside of Canada or the United States, no Common Shares will be issued pursuant to the exercise of any Warrant will only be issued in compliance with applicable if the issuance of such securities legislation would constitute a violation of the securities laws of any applicable jurisdiction such jurisdiction, and, without limiting the generality of the foregoing, in respect of any Warrants exercised for Warrant Shares the Corporation will legend the certificates representing the issued Warrants or Warrant Shares, as the case may be, will bear such legends as mayCommon Shares if, in the opinion of Counsel, be counsel to the Corporation such legend is necessary in order to avoid a violation of applicable any securities legislation laws of any such jurisdiction or to comply with the requirements of any stock exchange on which the Warrant Common Shares are listed, provided that if, at any time, in the opinion of Counseloutside counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such provisions or laws, or the holder of any such legended certificate, at the holder’s his expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel of recognized standing satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Warrants or Warrant Shares, as the case may be, securities in a transaction in which such legends are not required, such legended certificate certificates may thereafter be surrendered to the Warrant Agent Corporation in exchange for a certificate which does not bear such legendlegends. For greater certainty, should no Registration Statement be effective, the Corporation shall permit, at the Corporation’s sole discretion, the cashless exercise or redemption of Warrants held by, or for the account or benefit of, persons in the United States or U.S. Persons as set forth in Section 3.10 and shall not be permitted to issue legended Common Shares in lieu thereof.

Securities Restrictions. Notwithstanding anything herein contained, Warrants and Warrant no Common Shares will be issued pursuant to the exercise of any Warrant will only be issued in compliance with applicable if the issuance of such Common Shares would constitute a violation of the securities legislation laws of any applicable jurisdiction jurisdiction, and, without limiting the generality of the foregoing, in respect of any Warrants exercised for Warrant Shares the Corporation will legend the certificates representing the issued Warrants or Common Shares issuable upon exercise of any Warrant Shares, as the case may be, will bear such legends as mayif, in the opinion of Counselcounsel to the Corporation, be such legend is necessary in order to avoid a violation of any securities laws of any applicable securities legislation of such jurisdiction or to comply with the requirements of any stock exchange on which the Warrant Common Shares are listed, ; provided that if, at any time, in the opinion of Counseloutside counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such provisions or laws, or the holder of any such legended certificate, at the holder’s his expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel of recognized standing satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Warrants or Warrant Shares, as the case may be, securities in a transaction in which such legends are not required, such legended certificate certificates may thereafter be surrendered to the Warrant Agent Corporation in exchange for a certificate which that does not bear such legendlegends. The Warrant Agent shall be entitled to assume that the Common Shares may be issued pursuant to the exercise of any Warrant (including any exercise pursuant to Section 3.3) without violating any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates representing the Common Shares should bear.

Securities Restrictions. Notwithstanding anything herein contained, Warrants and Warrant no Common Shares will be issued pursuant to the exercise of any Warrant will only be issued in compliance with applicable if the issuance of such Common Shares would constitute a violation of the securities legislation laws of any applicable jurisdiction jurisdiction, and, without limiting the generality of the foregoing, in respect of any Warrants exercised for Warrant Shares the Corporation will legend the certificates representing the issued Warrants or Common Shares issuable upon exercise of any Warrant Shares, as the case may be, will bear such legends as mayif, in the opinion of Counselcounsel to the Corporation, be such legend is necessary in order to avoid a violation of any securities laws of any applicable securities legislation of such jurisdiction or to comply with the requirements of any stock exchange on which the Warrant Common Shares are listed, ; provided that if, at any time, in the opinion of Counseloutside counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such provisions or laws, or the holder of any such legended certificate, at the holder’s his expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel of recognized standing satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Warrants or Warrant Shares, as the case may be, securities in a transaction in which such legends are not required, such legended certificate certificates may thereafter be surrendered to the Warrant Agent Corporation in exchange for a certificate which that does not bear such legendlegends. The Warrant Agent shall be entitled to assume that the Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates representing the Common Shares should bear.

Securities Restrictions. Notwithstanding anything herein containedto the contrary, Warrants and Warrant Shares issued pursuant to the exercise of any Warrant will may only be transferred, Underlying Securities shall only be issued by the Corporation (upon exercise of the Warrants), and Underlying Securities may only be transferred in compliance with applicable securities legislation of any applicable jurisdiction andlaw, including without limitation the Securities Laws. Without limiting the generality of the foregoing, in respect the Corporation may direct the Warrant Agent to prohibit exercise of the Warrants or to legend any Warrants exercised for Warrant Shares the certificates representing the issued Warrants or Warrant Shares, as the case may be, will bear such legends as mayUnderlying Securities if, in the opinion of Counselcounsel to the Corporation, be such prohibition or legend is necessary or appropriate in order to avoid a violation of the applicable securities legislation of such jurisdiction or to comply with the requirements of any stock exchange on which the Warrant Shares are listed, Securities Laws; provided that if, at any time, in the opinion of Counsel, such legends are no longer necessary in order to avoid a violation Holder of any such provisions Warrant or laws, or the holder of any such legended certificate, at the holder’s his or her expense, provides the Corporation with evidence satisfactory in form and substance reasonably satisfactory to the Corporation (which may include an opinion of counsel Counsel of recognized standing in form and substance reasonably satisfactory to the Corporation) to the effect that such holder Holder is entitled to exercise such Warrant or to sell or otherwise transfer such Warrants or Warrant Shares, as the case may be, in a transaction in which such legends are not requiredlegended Underlying Security, such Warrant may thereafter be exercised or such legended certificate Underlying Security may thereafter be surrendered to the Warrant Agent in exchange for a certificate which does not bear such legendlegends. The Warrant Agent shall be entitled to assume that Common Shares may be issued pursuant to the exercise of any Warrant without violating any applicable Securities Laws and without legending any certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates representing the Common Shares should bear.

Securities Restrictions. Notwithstanding anything herein containedany provision to the contrary contained in this Indenture, Warrants and Warrant in relation to the issuance of Common Shares outside of Canada or the United States, no Common Shares will be issued pursuant to the exercise of any Warrant will only be issued in compliance with applicable if the issuance of such securities legislation would constitute a violation of the securities laws of any applicable jurisdiction such jurisdiction, and, without limiting the generality of the foregoing, in respect of any Warrants exercised for Warrant Shares the Corporation will legend the certificates representing the issued Warrants or Warrant Shares, as the case may be, will bear such legends as mayCommon Shares if, in the opinion of Counsel, be counsel to the Corporation such legend is necessary in order to avoid a violation of applicable any securities legislation laws of any such jurisdiction or to comply with the requirements of any stock exchange on which the Warrant Common Shares are listed, provided that if, at any time, in the opinion of Counseloutside counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such provisions or laws, or the holder of any such legended certificate, at the holder’s his expense, provides the Corporation and Warrant Agent with evidence satisfactory in form and substance to the Corporation and Warrant Agent (which may include an opinion of counsel of recognized standing satisfactory to the CorporationCorporation and Warrant Agent) to the effect that such holder is entitled to sell or otherwise transfer such Warrants or Warrant Shares, as the case may be, securities in a transaction in which such legends are not required, such legended certificate certificates may thereafter be surrendered to the Warrant Agent Corporation in exchange for a certificate which does not bear such legendlegends.

Securities Restrictions. Notwithstanding anything herein contained, (a) General: No Unit Shares or Warrants and Warrant Shares will be issued pursuant to the exercise conversion of any Warrant will only be issued in compliance with applicable Second Subscription Receipt if the issue of such Unit Shares or Warrants would constitute a violation of the securities legislation laws of any applicable jurisdiction and, without limiting the generality of the foregoing, in respect of any Warrants exercised for Warrant Shares the certificates certificates, if any, representing the Unit Shares or Warrants thereby issued Warrants or Warrant Shares, as the case may be, will bear such legend or legends as may, in the opinion of Counsel, be necessary or advisable in order to avoid a violation of applicable any securities legislation laws of such any jurisdiction or to comply with the requirements of any stock exchange on which the Warrant Common Shares are then listed, provided that if, at any time, in the opinion of Counsel, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such provisions laws or lawsrequirements, or the holder of any such legended certificate, at the holder’s expenseexpense thereof, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Warrants or Warrant Shares, as the case may be, securities in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to the Warrant Agent Corporation in exchange for a certificate which does not bear such legendlegend or legends.

Securities Restrictions. Notwithstanding anything herein contained, Warrants and Warrant Shares ‌ (1) General: No Underlying Securities will be issued pursuant to any Subscription Receipt if the exercise issue of such Underlying Securities would constitute a violation of the securities laws of any Warrant will only be issued in compliance with applicable securities legislation of any applicable jurisdiction and, without limiting the generality of the foregoing, in respect of any Warrants exercised for Warrant Shares the certificates representing the Underlying Securities thereby issued Warrants or Warrant Shares, as the case may be, will bear such legend or legends as may, in the opinion of CounselCounsel to the Corporation, be necessary or advisable in order to avoid a violation of applicable any securities legislation laws of such any jurisdiction or to comply with the requirements of any stock exchange on which the Warrant Underlying Securities or the Common Shares are then listed, provided that if, at any time, in the opinion of CounselCounsel to the Corporation, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such provisions laws or lawsrequirements, or the holder of any such legended certificate, at the holder’s expenseexpense thereof, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel Counsel satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Warrants or Warrant Shares, as the case may be, Underlying Securities in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to the Warrant Agent applicable transfer agent in exchange for a certificate which does not bear such legendlegend or legends.

Securities Restrictions. Notwithstanding anything herein containedany provision to the contrary contained in this Indenture, Warrants and Warrant in relation to the issuance of Common Shares outside of Canada or the United States, no Common Shares will be issued pursuant to the exercise of any Warrant will only be issued in compliance with applicable if the issuance of such securities legislation would constitute a violation of the securities laws of any applicable jurisdiction such jurisdiction, and, without limiting the generality of the foregoing, in respect of any Warrants exercised for Warrant Shares the Corporation will legend the certificates representing the issued Warrants or Warrant Shares, as the case may be, will bear such legends as mayCommon Shares if, in the opinion of Counsel, be counsel to the Corporation such legend is necessary in order to avoid a violation of applicable any securities legislation laws of any such jurisdiction or to comply with the requirements of any stock exchange on which the Warrant Common Shares are listed, provided that if, at any time, in the opinion of Counseloutside counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such provisions or laws, or the holder of any such legended certificate, at the holder’s his expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel of recognized standing satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Warrants or Warrant Shares, as the case may be, securities in a transaction in which such legends are not required, such legended certificate certificates may thereafter be surrendered to the Warrant Agent Corporation in exchange for a certificate which does not bear such legendlegends.

Securities Restrictions. Notwithstanding anything herein contained, Warrants and Warrant Common Shares issued pursuant to the exercise of any Warrant will only be issued pursuant to any Purchase Warrant in compliance with applicable the securities legislation laws of any applicable jurisdiction Qualifying Jurisdiction and, without limiting the generality of the foregoing, in respect the event that Purchase Warrants are exercised pursuant to Section 4.1 prior to the issuance of any Warrants exercised a receipt for Warrant Shares the Prospectus, the certificates representing the Common Shares issued Warrants or Warrant Shares, as the case may be, thereby will bear such legends legend as may, in the opinion of Counselcounsel of the Company, be necessary in order to avoid a violation of applicable any securities legislation laws of such jurisdiction any Qualifying Jurisdiction or to comply with the requirements of any stock exchange on which the Warrant Common Shares are listed; provided that, provided that if, if at any time, in the opinion of Counselcounsel to the Company, such legends are no longer necessary in order to avoid a violation of say any such provisions or laws, or the holder of any such legended certificate, at the holder’s 's expense, provides the Corporation Company with evidence satisfactory in form and substance to the Corporation Company (which may include an opinion of counsel satisfactory to the CorporationCompany) to the effect that such holder is entitled to sell or otherwise transfer such Warrants or Warrant Shares, as the case may be, Common Shares in a transaction in which such legends are not required, such legended certificate may thereafter be surrendered to the Warrant Agent Company in exchange for a certificate which does not bear such legend.

Securities Restrictions. Notwithstanding anything herein contained, Common Shares and Purchase Warrants and Warrant Shares issued pursuant to the exercise of any Warrant will only be issued pursuant to any Special Warrant in compliance with applicable the securities legislation laws of any applicable jurisdiction and, without limiting the generality of the foregoing, in respect the event that Special Warrants are exercised pursuant to section prior to the issuance of any Warrants exercised a receipt for Warrant Shares the Prospectus by the Securities Commissions in each of the Filing Jurisdictions, the certificates representing the Common Shares and Purchase Warrants issued Warrants or Warrant Shares, as the case may be, thereby will bear such legends legend as may, in the opinion of Counselcounsel of the Corporation, be necessary in order to avoid a violation of applicable any securities legislation laws of such jurisdiction any province in Canada or of the United States or to comply with the requirements of any stock exchange on which the Warrant Common Shares are listed, provided that ifthat, if at any time, in the opinion of Counselcounsel to the Corporation, such legends are no longer necessary in order to avoid a violation of any such provisions or laws, or the holder of any such legended certificate, at the holder’s 's expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Common Shares or Purchase Warrants or Warrant Shares, as the case may be, in a transaction in which such legends are not required, such legended certificate may thereafter be surrendered to the Warrant Agent Corporation in exchange for a certificate which does not bear such legend.

Securities Restrictions. Notwithstanding anything herein contained, Warrants and Warrant Shares will be issued pursuant to the upon exercise of any a Warrant will only be issued in compliance with applicable the securities legislation laws of any applicable jurisdiction jurisdiction, and, without limiting the generality of the foregoing, in respect of any Warrants exercised for Warrant Shares the certificates or other electronic evidence of security representing the issued Warrants or Warrant Shares, as the case may be, will bear such legends as may, in the opinion of Counsel, be necessary in order to avoid a violation of applicable securities legislation of such jurisdiction or to comply with the requirements of any stock exchange on which the Warrant Shares are listed, provided that if, at any time, in the opinion of Counsel, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such provisions or laws, or the holder of any such legended certificate, at the holder’s expense, provides the Corporation and the Warrant Agent with evidence satisfactory in form and substance to the Corporation and the Warrant Agent (which may include an opinion of counsel satisfactory to the CorporationCorporation and the Warrant Agent) to the effect that such holder is entitled to sell or otherwise transfer such Warrants or Warrant Shares, as the case may be, in a transaction in which such legends are not required, such legended certificate may thereafter be surrendered to the Warrant Agent in exchange for a certificate which does not bear such legend.

Securities Restrictions. Notwithstanding anything herein containedany provision to the contrary contained in this Indenture, Warrants and Warrant in relation to the issuance of Common Shares outside of Canada or the United States, no Common Shares will be issued pursuant to the exercise of any Warrant will only be issued in compliance with applicable if the issuance of such securities legislation would constitute a violation of the securities laws of any applicable jurisdiction such jurisdiction, and, without limiting the generality of the foregoing, in respect of any Warrants exercised for Warrant Shares the Corporation will legend the certificates representing the issued Warrants or Warrant Shares, as the case may be, will bear such legends as mayCommon Shares if, in the opinion of Counsel, be counsel to the Corporation such legend is necessary in order to avoid a violation of applicable any securities legislation laws of any such jurisdiction or to comply with the requirements of any stock exchange on which the Warrant Common Shares are listed, provided that if, at any time, in the opinion of Counseloutside counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such provisions or laws, or the holder of any such legended certificate, at the holder’s his expense, provides the Corporation and Warrant Agent with evidence satisfactory in form and substance to the Corporation and Warrant Agent (which may include an opinion of counsel of recognized standing satisfactory to the CorporationCorporation and Warrant Agent) to the effect that such holder is entitled to sell or otherwise transfer such Warrants or Warrant Shares, as the case may be, securities in a transaction in which such legends are not required, such legended certificate certificates may thereafter be surrendered to the Warrant Agent Corporation in exchange for a certificate which does not bear such legendlegends. For greater certainty, should no Registration Statement be effective, the Corporation shall permit, at as set forth in Section 3.11, the cashless exercise or redemption of Warrants and shall not be permitted to issue legended Common Shares in lieu thereof.

Securities Restrictions. Notwithstanding anything herein containedany provision to the contrary contained in this Indenture, Warrants and Warrant in relation to the issuance of Common Shares outside of Canada, no Common Shares will be issued pursuant to the exercise of any Warrant will only be issued in compliance with applicable if the issuance of such securities legislation would constitute a violation of the securities laws of any applicable jurisdiction such jurisdiction, and, without limiting the generality of the foregoing, in respect of any Warrants exercised for Warrant Shares the Corporation will legend the certificates representing the issued Warrants or Warrant Shares, as the case may be, will bear such legends as mayCommon Shares if, in the opinion of Counsel, be counsel to the Corporation such legend is necessary in order to avoid a violation of applicable any securities legislation laws of any such jurisdiction or to comply with the requirements of any stock exchange on which the Warrant Common Shares are listed, provided that if, at any time, in the opinion of Counselcounsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such provisions or laws, or the holder of any such legended certificate, at the holder’s his expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel of recognized standing satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Warrants or Warrant Shares, as the case may be, securities in a transaction in which such legends are not required, such legended certificate certificates may thereafter be surrendered to the Warrant Agent order of the Corporation in exchange for a certificate which does not bear such legendlegends. The Warrant Agent shall be entitled to assume that the Common Shares may be issued pursuant to the exercise of any Warrant without violating any applicable securities laws and upon legending the certificate representing the Common Shares as required under Section 3.3 unless the Warrant Agent has received notice in writing from the Corporation stating otherwise.

Securities Restrictions. Notwithstanding anything herein contained, Warrants and Warrant Shares issued pursuant to the exercise of any Warrant Convertible Debentures will only be issued upon exercise of any Convertible Note in compliance with applicable the securities legislation laws of any applicable jurisdiction andjurisdiction, and without limiting the generality of the foregoing, in respect the event that the Convertible Notes are exercised pursuant to Section 3.1 prior to the issuance of any Warrants exercised for Warrant Shares a Receipt, the certificates representing the issued Warrants Convertible Debentures thereby issued, or Warrant Shares, as any Common Shares into which the case may beConvertible Debentures are converted, will bear such legends legend as may, in the opinion of Counselcounsel to the Corporation, be necessary in order to avoid a violation of applicable any securities legislation laws of such jurisdiction any province in Canada or to comply with the requirements of any stock exchange on which the Warrant Common Shares are listed, provided that if, at any time, in the opinion of Counselcounsel to the Corporation, such legends are no longer necessary in order to avoid a violation of any such provisions or laws, or the holder of any such legended certificate, at the holder’s holders expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation, acting reasonably) to the effect that such holder is entitled to sell or otherwise transfer such Warrants Convertible Debentures or Warrant Shares, as the case may be, Common Shares in a transaction in which such legends are not required, such legended certificate may thereafter be surrendered to the Warrant Agent Corporation in exchange for a certificate which does not bear such legend.

Securities Restrictions. Notwithstanding anything herein contained, Warrants and Warrant Shares issued pursuant to the exercise of any Warrant will Units shall only be issued by the Company (upon exercise or deemed exercise of the Special Warrants) in compliance with applicable the securities legislation laws of any applicable jurisdiction andjurisdiction, and without limiting the generality of the foregoing, in respect of any the event that the Special Warrants are exercised for Warrant Shares pursuant to sections and prior to the Expiry Time, the certificates representing the Units thereby issued Warrants or Warrant Shares, as the case may be, will shall bear such legends as may, in the opinion of Counselcounsel to the Company, be necessary in order to avoid a violation of applicable any securities legislation laws of such any jurisdiction or to comply with the requirements of any stock exchange on which the Warrant Common Shares and/or the Warrants are listed, provided that if, at any time, in the opinion of Counselcounsel to the Company, such legends are no longer necessary in order to avoid a violation of any such provisions or laws, or the holder Holder of any such legended certificate, at the holder’s Holder's expense, provides the Corporation Company with evidence satisfactory in form and substance to the Corporation Company (which may include an opinion of counsel satisfactory to the CorporationCompany) to the effect that such holder Holder is entitled to sell or otherwise transfer such Warrants or Warrant Shares, as the case may be, Units in a transaction in which such legends are not required, required such legended certificate may thereafter be surrendered to the Warrant Agent Company in exchange for a certificate which does not bear such legend.

Securities Restrictions. Notwithstanding anything herein contained, Warrants and Warrant no Common Shares will be issued pursuant to the exercise of any Warrant will only be issued in compliance with applicable if the issuance of such Common Shares would constitute a violation of the securities legislation laws of any applicable jurisdiction jurisdiction, and, without limiting the generality of the foregoing, in respect of any Warrants exercised for Warrant Shares the Corporation will legend the certificates representing the issued Warrants or Common Shares issuable upon exercise of any Warrant Shares, as the case may be, will bear such legends as mayif, in the opinion of Counselcounsel to the Corporation, be such legend is necessary in order to avoid a violation of any securities laws of any applicable securities legislation of such jurisdiction or to comply with the requirements of any stock exchange on which the Warrant Common Shares are listed, ; provided that if, at any time, in the opinion of Counseloutside counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such provisions or laws, or the holder of any such legended certificate, at the holder’s his, her or its expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel of recognized standing satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Warrants or Warrant Shares, as the case may be, securities in a transaction in which such legends are not required, such legended certificate certificates may thereafter be surrendered to the Warrant Agent in exchange for a certificate which that does not bear such legendlegends. The Warrant Agent shall be entitled to assume that the Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates representing the Common Shares should bear.

Securities Restrictions. Notwithstanding anything herein contained, No Unit Shares and Warrants and Warrant Shares will be issued pursuant to the exercise conversion of any Warrant will only be issued in compliance with applicable Subscription Receipt if the issue of such Unit Shares and Warrants would constitute a violation of the securities legislation laws of any applicable jurisdiction and, without limiting the generality of the foregoing, in respect of any Warrants exercised for Warrant Shares the certificates representing the Unit Shares and Warrants thereby issued Warrants or Warrant Shares, as the case may be, will bear or be deemed to bear such legend or legends as may, in the opinion of Counsel, be necessary or advisable in order to avoid a violation of applicable any securities legislation laws of such any jurisdiction or to comply with the requirements of any stock exchange on which the Unit Shares, Warrants or the Warrant Shares are then listed, provided that if, at any time, in the opinion of Counsel, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such provisions laws or lawsrequirements, or the holder of any such legended certificate, at the holder’s expenseexpense thereof, provides the Corporation Company with evidence satisfactory in form and substance to the Corporation Company (which may include an opinion of counsel Counsel satisfactory to the CorporationCompany) to the effect that such holder is entitled to sell or otherwise transfer such Unit Shares and Warrants or Warrant Shares, as the case may be, in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to the Warrant Agent Company in exchange for a certificate which does not bear such legendlegend or legends.

Securities Restrictions. Notwithstanding anything herein contained, Warrants and Warrant no Common Shares will be issued pursuant to the exercise of any Warrant will only be issued in compliance with applicable if the issuance of such Common Shares would constitute a violation of the securities legislation laws of any applicable jurisdiction andjurisdiction, and without limiting the generality of the foregoing, in respect of any the event that the Warrants are exercised for Warrant Shares pursuant to Section 3.1, the certificates representing the Common Shares thereby issued Warrants or Warrant Shares, as the case may be, will bear such legends legend as may, in the opinion of CounselCounsel to the Corporation, be necessary in order to avoid a violation of applicable any securities legislation laws of such jurisdiction any province in Canada or of the United States or to comply with the requirements of any stock exchange on which the Warrant Common Shares are listed, provided that if, at any time, in the opinion of CounselCounsel to the Corporation, such legends are no longer necessary in order to avoid a violation of any such provisions or laws, or the holder of any such legended certificate, at the holder’s expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel Counsel satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Warrants or Warrant Shares, as the case may be, Common Shares in a transaction in which such legends are not required, such legended certificate may thereafter be surrendered to the Warrant Agent Corporation in exchange for a certificate which does not bear such legend. For greater certainty, should a Shelf Registration Statement not be effective, pursuant to the provisions of Section 3.1(b), no Common Shares will be issued pursuant to any Warrant held by a U.S. Person or a person holding such Warrant for the account or benefit of a U.S. Person.

Securities Restrictions. Notwithstanding anything herein contained(1) No Underlying Securities will be issued on conversion or deemed conversion of the Special Note, Warrants and Warrant Shares issued pursuant if in the opinion of counsel to the exercise Corporation, the issuance of any Warrant will only be issued in compliance with applicable such Underlying Securities would constitute a violation of the securities legislation laws of any applicable jurisdiction and, without or require the Corporation to qualify or register the Underlying Securities issuable on conversion or deemed conversion of the Special Note for distribution in any jurisdiction. (2) Without limiting the generality of the foregoingSection 4.6(1), in respect of any Warrants exercised for Warrant Shares the certificates representing the Underlying Securities thereby issued Warrants or Warrant Shares, as the case may be, will bear such legends as may, in the opinion of Counselcounsel to the Corporation, be necessary or advisable in order to avoid a violation of applicable any securities legislation laws of such jurisdiction any country, province or state or to comply with the requirements of any stock exchange on which the Warrant Common Shares are listed, provided that if, at any time, in the opinion of Counselcounsel to the Corporation, such legends are no longer necessary or advisable in order to avoid a violation of any such provisions or laws, or the holder of any such legended certificate, at the holder’s his expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Warrants or Warrant Shares, as the case may be, Underlying Securities in a transaction in which such legends are not required, such legended certificate may thereafter be surrendered to the Warrant Agent Corporation in exchange for a certificate which does not bear such legendlegends.

Securities Restrictions. Notwithstanding anything herein containedany provision to the contrary contained in this Indenture, Warrants and Warrant no Common Shares will be issued pursuant to the exercise of any Warrant will only be issued in compliance with applicable if the issuance of such securities legislation would constitute a violation of the securities laws of any applicable jurisdiction jurisdiction, and, without limiting the generality of the foregoing, in respect of any Warrants exercised for Warrant Shares the Corporation will legend the certificates representing the issued Warrants or Warrant Shares, as the case may be, will bear such legends as mayCommon Shares if, in the opinion of Counsel, be counsel to the Corporation such legend is necessary in order to avoid a violation of any securities laws of any applicable securities legislation of such jurisdiction or to comply with the requirements of any stock exchange on which the Warrant Common Shares are listed, provided that if, at any time, in the opinion of Counseloutside counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such provisions or laws, or the holder of any such legended certificate, at the holder’s his expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel Counsel of recognized standing satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Warrants or Warrant Shares, as the case may be, securities in a transaction in which such legends are not required, such legended certificate certificates may thereafter be surrendered to the Warrant Agent Corporation in exchange for a certificate which does not bear such legendlegends. For greater certainty, should no Registration Statement be effective, the Corporation shall permit the exercise of Warrants held by U.S. Persons as set forth in Section 3.2 and shall not be permitted to issue legended Underlying Securities in lieu thereof.

Securities Restrictions. ‌ Notwithstanding anything herein contained, Warrants and Warrant Shares issued pursuant to the exercise of any Warrant will only be issued in compliance with applicable securities legislation of any applicable jurisdiction and, without limiting the generality of the foregoing, in respect of any Warrants exercised for Warrant Shares the certificates representing the issued Warrants or Warrant Shares, as the case may be, will bear such legends as may, in the opinion of Counsel, be necessary in order to avoid a violation of applicable securities legislation of such jurisdiction or to comply with the requirements of any stock exchange on which the Warrant Shares are listed, provided that if, at any time, in the opinion of Counsel, such legends are no longer necessary in order to avoid a violation of any such provisions or laws, or the holder of any such legended certificate, at the holder’s expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Warrants or Warrant Shares, as the case may be, in a transaction in which such legends are not required, such legended certificate may thereafter be surrendered to the Warrant Agent in exchange for a certificate which does not bear such legend.

Securities Restrictions. ‌ Notwithstanding anything herein contained, Warrants and Warrant no Common Shares will be issued pursuant to the exercise of any Warrant will only be issued in compliance with applicable if the issuance of such Common Shares would constitute a violation of the securities legislation laws of any applicable jurisdiction jurisdiction, and, without limiting the generality of the foregoing, in respect of any Warrants exercised for Warrant Shares the Corporation will legend the certificates representing the issued Warrants or Common Shares issuable upon exercise of any Warrant Shares, as the case may be, will bear such legends as mayif, in the opinion of Counselcounsel to the Corporation, be such legend is necessary in order to avoid a violation of any securities laws of any applicable securities legislation of such jurisdiction or to comply with the requirements of any stock exchange on which the Warrant Common Shares are listed, ; provided that if, at any time, in the opinion of Counselcounsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such provisions or laws, or the holder of any such legended certificate, at the holder’s his expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel of recognized standing satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Warrants or Warrant Shares, as the case may be, securities in a transaction in which such legends are not required, such legended certificate certificates may thereafter be surrendered to the Warrant Agent Corporation in exchange for a certificate which that does not bear such legendlegends. The Warrant Agent shall be entitled to assume that the Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and upon legending the certificate representing the Common Shares as required under Section 3.2(g) and/or 2.5(a) unless the Warrant Agent has received notice in writing from the Corporation stating otherwise.