Common use of U.S. Securities Law Matters Clause in Contracts

U.S. Securities Law Matters. (1) In connection with any exercise of Warrants, if it is required by law, the Company shall cause to be delivered to any person in whose name the Warrant Shares issuable upon exercise of the Warrants are to be issued a prospectus that complies with the U.S. Securities Act and that is a part of a Registration Statement. Prior to the date of this Indenture, the Company has filed with securities regulatory authorities in each of the provinces and territories of Canada, other than Québec, and the SEC a prospectus supplement to the prospectus included in its Registration Statement on Form F-10 (File no. 333-249680) covering the issuance of the Warrant Shares upon exercise of the Warrants for purposes of applicable U.S. securities laws (such additional prospectus supplement was not filed in respect of, and does not qualify, any distribution of the Warrant Shares upon exercise of the Warrants in any province or territory of Canada under applicable Canadian securities laws). The Company will use commercially reasonable best efforts to maintain a Registration Statement effective until the earlier of the Time of Expiry or such time as no Warrants remain outstanding (provided, however, that nothing shall prevent the Company’s amalgamation, arrangement, merger or sale, including any take-over bid, and any associated delisting or deregistration or ceasing to be a reporting issuer, provided that, so long as the Warrants are still outstanding and represent a right to acquire securities of the acquiring company, the acquiring company shall assume the Company’s obligations under this Indenture). All expenses incidental to the Company’s performance of or compliance with the foregoing provisions will be borne by the Company, including, without limitation: (i) all registration and filing fees and expenses; (ii) all fees and expenses of compliance with federal securities and state Blue Sky securities laws; (iii) all fees and disbursements of counsel for the Company, independent certified public accountants of the Company and technical experts retained by the Company whose consent is required to be provided with respect to any Registration Statement. (2) Notwithstanding any provision of this Indenture to the contrary, unless a Registration Statement shall be effective under the U.S. Securities Act, any prospectus supplement necessary thereto shall have been filed with the SEC and state securities laws are preempted, the Warrants may only be exercised by persons who establish to the reasonable satisfaction of the Company and the Warrant Agent (which may include providing an opinion of counsel of recognized standing satisfactory to the Company and the Warrant Agent) that the issuance of the Warrant Shares pursuant to the exercise of the Warrants can be completed pursuant to and in accordance with an exemption or exclusion from the registration requirements of the U.S. Securities Act and all applicable state securities laws. (3) If any person shall fail to establish to the satisfaction of the Company or Warrant Agent the conditions described in section 4.8(2), the holder of the applicable Warrant shall be notified by the Warrant Agent within two Business Days that the evidence provided has been deemed insufficient to permit the exercise of such Warrant and providing a description of the nature of such deficiency. In the case where the Company is not satisfied with the provided evidence, it shall furnish to the Warrant Agent either (i) the form of proper notice to be delivered to establish the required evidence or (ii) a description of the deficiency. Until such time as the Company or Warrant Agent, as the case may be, acting reasonably, is satisfied with the evidence provided, the holder of the Warrant shall not be permitted to exercise the Warrant. (4) The Company will notify the Warrant Agent when a Registration Statement becomes effective under the U.S. Securities Act and, except in the case of a Registration Statement becoming effective on or prior to the date of this Warrant Indenture, the Warrant Agent will notify the registered holder of Warrants as required. Thereafter, the Warrant Agent may assume that a Registration Statement remains effective until otherwise notified in writing by the Company that such Registration Statement is no longer effective. The Company shall at all times be obligated to provide prompt notice to the Warrant Agent regarding any change in the effectiveness of a Registration Statement.

U.S. Securities Law Matters. (1) In connection with any exercise of Warrants, if it is required by law, the Company Corporation shall cause to be delivered to any person in whose name the Warrant Shares issuable upon exercise of the Warrants are to be issued a prospectus that complies with the U.S. Securities Act and that is a part of a Registration Statement. Prior to the date of this Indenture, the Company Corporation has filed with securities regulatory authorities in each of the provinces British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Nova Scotia, Newfoundland and territories of CanadaLabrador, other than QuébecNunavut, Northwest Territories and Yukon and the SEC a prospectus supplement to the prospectus included in its Registration Statement on Form F-10 (File noNo. 333-249680257764) covering the issuance of the Warrant Shares upon exercise of the Warrants for purposes of applicable U.S. securities laws (such additional prospectus supplement was not filed in respect of, and does not qualify, any distribution of the Warrant Shares upon exercise of the Warrants in any province or territory of Canada under applicable Canadian securities laws). The Company Corporation will use commercially reasonable best efforts to maintain a Registration Statement effective until the earlier of the Time of Expiry or such time as no Warrants remain outstanding (provided, however, that nothing shall prevent the CompanyCorporation’s amalgamation, arrangement, merger or sale, including any take-over bid, and any associated delisting or deregistration or ceasing to be a reporting issuer, provided that, so long as the Warrants are still outstanding and represent a right to acquire securities of the acquiring company, the acquiring company shall assume the CompanyCorporation’s obligations under this Indenture). All expenses incidental to the CompanyCorporation’s performance of or compliance with the foregoing provisions will be borne by the CompanyCorporation, including, without limitation: (i) all registration and filing fees and expenses; (ii) all fees and expenses of compliance with federal securities and state Blue Sky securities laws; (iii) all fees and disbursements of counsel for the CompanyCorporation, independent certified public accountants of the Company Corporation and technical experts retained by the Company Corporation whose consent is required to be provided with respect to any Registration Statement. (2) Notwithstanding any provision of this Indenture to the contrary, unless a Registration Statement shall be effective under the U.S. Securities Act, any prospectus supplement necessary thereto shall have been filed with the SEC and state securities laws are preempted, the Warrants may only be exercised by persons who establish to the reasonable satisfaction of the Company Corporation and the Warrant Agent (which may include providing an opinion of counsel of recognized standing satisfactory to the Company and the Warrant Agent) that the issuance of the Warrant Shares pursuant to the exercise of the Warrants can be completed pursuant to and in accordance with an exemption or exclusion from the registration requirements of the U.S. Securities Act and all applicable state securities laws. If required by the Warrant Agent, the Corporation shall cause its counsel, or counsel acceptable to the Warrant Agent, to issue to the Warrant Agent within two Business Days of receipt of a request from a Warrantholder to exercise Warrants at a time when no Registration Statement is effective a legal opinion with respect to the availability of an applicable exemption or exclusion from the registration requirements of the U.S. Securities Act and applicable state securities laws, subject to receipt by the Corporation and the Warrant Agent from the Warrantholder of customary representations and other documentation in connection therewith. The Corporation shall be responsible for the fees associated with such opinion. (3) If any person shall fail to establish to deliver customary representations and other documentation requested by the satisfaction of the Company Corporation or Warrant Agent pursuant to Section 4.8(2) or if no exemption or exclusion is available in the conditions described in section 4.8(2)opinion of the Corporation’s counsel, or counsel acceptable to the Warrant Agent, the holder of the applicable Warrant shall be notified by the Warrant Agent within two Business Days that the evidence provided has been deemed insufficient to permit the exercise of such Warrant and providing a description of the nature of such deficiency. In the case where the Company Corporation is not satisfied with the provided evidence, it shall furnish to the Warrant Agent either (i) the form of proper notice to be delivered to establish the required evidence or (ii) a description of the deficiency. Until such time as the Company Corporation or Warrant Agent, as the case may be, acting reasonably, is satisfied with the evidence provided, the holder of the Warrant shall not be permitted to exercise the Warrant. (4) The Company Corporation will notify the Warrant Agent when a Registration Statement becomes effective under the U.S. Securities Act and, except in the case of a Registration Statement becoming effective on or prior to the date of this Warrant Indenture, the Warrant Agent will notify the registered holder of Warrants as required. Thereafter, the Warrant Agent may assume that a Registration Statement remains effective until otherwise notified in writing by the Company Corporation that such Registration Statement is no longer effective. The Company Corporation shall at all times be obligated to provide prompt notice to the Warrant Agent regarding any change in the effectiveness of a Registration Statement. (5) Notwithstanding any provisions herein, a beneficial owner of Warrants issued in uncertificated form evidenced by a security entitlement in respect of Warrants in a book entry registration system who desires to exercise his or her Warrants must do so by causing a Depository Participant to deliver to a Depository on behalf of the entitlement holder, an irrevocable notice of the owner’s intention to exercise Warrants in a manner acceptable to the Depository prior to the Time of Expiry. Forthwith upon receipt by the Depository of such notice, the Depository shall deliver such notice forthwith to the Warrant Agent if the Depository is CDS. Upon receipt by the Warrant Agent such notice and the aggregate Exercise Price of the Warrants, which may be delivered up to four (4) Business Days after the Time of Expiry, the Warrant Agent shall issue the resulting shares.

U.S. Securities Law Matters. (1) In connection with any exercise of Warrants, if it is required by law, the Company shall cause to be delivered to any person in whose name the Warrant Shares issuable upon exercise of the Warrants are to be issued a prospectus that complies with the U.S. Securities Act and that is a part of a Registration Statement. Prior to the date of this Indenture, the Company has filed with securities regulatory authorities in each of the provinces and territories of Canada, other than Québec, and the SEC a prospectus supplement to the prospectus included in its Registration Statement on Form F-10 (File no. 333-249680254096) covering the issuance of the Warrant Shares upon exercise of the Warrants for purposes of applicable U.S. securities laws (such additional prospectus supplement was not filed in respect of, and does not qualify, any distribution of the Warrant Shares upon exercise of the Warrants in any province or territory of Canada under applicable Canadian securities laws). The Company will use commercially reasonable best efforts to maintain a Registration Statement effective until the earlier of the Time of Expiry or such time as no Warrants remain outstanding (provided, however, that nothing shall prevent the Company’s amalgamation, arrangement, merger or sale, including any take-over bid, and any associated delisting or deregistration or ceasing to be a reporting issuer, provided that, so long as the Warrants are still outstanding and represent a right to acquire securities of the acquiring company, the acquiring company shall assume the Company’s obligations under this Indenture). All expenses incidental to the Company’s performance of or compliance with the foregoing provisions will be borne by the Company, including, without limitation: (i) all registration and filing fees and expenses; (ii) all fees and expenses of compliance with federal securities and state Blue Sky securities laws; (iii) all fees and disbursements of counsel for the Company, independent certified public accountants of the Company and technical experts retained by the Company whose consent is required to be provided with respect to any Registration Statement. (2) Notwithstanding any provision of this Indenture to the contrary, unless a Registration Statement shall be effective under the U.S. Securities Act, any prospectus supplement necessary thereto shall have been filed with the SEC and state securities laws are preempted, the Warrants may only be exercised by persons who establish to the reasonable satisfaction of the Company and the Warrant Agent (which may include providing an opinion of counsel of recognized standing satisfactory to the Company and the Warrant Agent) that the issuance of the Warrant Shares pursuant to the exercise of the Warrants can be completed pursuant to and in accordance with an exemption or exclusion from the registration requirements of the U.S. Securities Act and all applicable state securities laws. (3) If any person shall fail to establish to the satisfaction of the Company or Warrant Agent the conditions described in section 4.8(2), the holder of the applicable Warrant shall be notified by the Warrant Agent within two Business Days that the evidence provided has been deemed insufficient to permit the exercise of such Warrant and providing a description of the nature of such deficiency. In the case where the Company is not satisfied with the provided evidence, it shall furnish to the Warrant Agent either (i) the form of proper notice to be delivered to establish the required evidence or (ii) a description of the deficiency. Until such time as the Company or Warrant Agent, as the case may be, acting reasonably, is satisfied with the evidence provided, the holder of the Warrant shall not be permitted to exercise the Warrant. (4) The Company will notify the Warrant Agent when a Registration Statement becomes effective under the U.S. Securities Act and, except in the case of a Registration Statement becoming effective on or prior to the date of this Warrant Indenture, the Warrant Agent will notify the registered holder of Warrants as required. Thereafter, the Warrant Agent may assume that a Registration Statement remains effective until otherwise notified in writing by the Company that such Registration Statement is no longer effective. The Company shall at all times be obligated to provide prompt notice to the Warrant Agent regarding any change in the effectiveness of a Registration Statement.

U.S. Securities Law Matters. (1) In connection with any exercise of Warrants, if it is required by law, the Company Corporation shall cause to be delivered to any person in whose name the Warrant Shares issuable upon exercise of the Warrants are to be issued a prospectus that complies with the U.S. Securities Act and that is a part of a Registration Statement. Prior to the date of this Indenture, the Company Corporation has filed with securities regulatory authorities in each of the provinces British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, Nova Scotia, and territories of Canada, other than Québec, Newfoundland and Labrador and the SEC a prospectus supplement to the prospectus included in its Registration Statement on Form F-10 (File noNo. 333-249680249493) covering the issuance of the Warrant Shares upon exercise of the Warrants for purposes of applicable U.S. securities laws (such additional prospectus supplement was not filed in respect of, and does not qualify, any distribution of the Warrant Shares upon exercise of the Warrants in any province or territory of Canada under applicable Canadian securities laws). The Company Corporation will use commercially reasonable best efforts to maintain a Registration Statement effective until the earlier of the Time of Expiry or such time as no Warrants remain outstanding (provided, however, that nothing shall prevent the CompanyCorporation’s amalgamation, arrangement, merger or sale, including any take-over bid, and any associated delisting or deregistration or ceasing to be a reporting issuer, provided that, so long as the Warrants are still outstanding and represent a right to acquire securities of the acquiring company, the acquiring company shall assume the CompanyCorporation’s obligations under this Indenture). All expenses incidental to the CompanyCorporation’s performance of or compliance with the foregoing provisions will be borne by the CompanyCorporation, including, without limitation: (i) all registration and filing fees and expenses; (ii) all fees and expenses of compliance with federal securities and state Blue Sky securities laws; (iii) all fees and disbursements of counsel for the CompanyCorporation, independent certified public accountants of the Company Corporation and technical experts retained by the Company Corporation whose consent is required to be provided with respect to any Registration Statement. (2) Notwithstanding any provision of this Indenture to the contrary, unless a Registration Statement shall be effective under the U.S. Securities Act, any prospectus supplement necessary thereto shall have been filed with the SEC and state securities laws are preempted, the Warrants may only be exercised by persons who establish to the reasonable satisfaction of the Company Corporation and the Warrant Agent (which may include providing an opinion of counsel of recognized standing satisfactory to the Company and the Warrant Agent) that the issuance of the Warrant Shares pursuant to the exercise of the Warrants can be completed pursuant to and in accordance with an exemption or exclusion from the registration requirements of the U.S. Securities Act and all applicable state securities laws. If required by the Warrant Agent, the Corporation shall cause its counsel, or counsel acceptable to the Warrant Agent, to issue to the Warrant Agent within two Business Days of receipt of a request from a Warrantholder to exercise Warrants at a time when no Registration Statement is effective a legal opinion with respect to the availability of an applicable exemption or exclusion from the registration requirements of the U.S. Securities Act and applicable state securities laws, subject to receipt by the Corporation and the Warrant Agent from the Warrantholder of customary representations and other documentation in connection therewith. The Corporation shall be responsible for the fees associated with such opinion. (3) If any person shall fail to establish to deliver customary representations and other documentation requested by the satisfaction of the Company Corporation or Warrant Agent pursuant to Section 4.8(2) or if no exemption or exclusion is available in the conditions described in section 4.8(2)opinion of the Corporation’s counsel, or counsel acceptable to the Warrant Agent, the holder of the applicable Warrant shall be notified by the Warrant Agent within two Business Days that the evidence provided has been deemed insufficient to permit the exercise of such Warrant and providing a description of the nature of such deficiency. In the case where the Company Corporation is not satisfied with the provided evidence, it shall furnish to the Warrant Agent either (i) the form of proper notice to be delivered to establish the required evidence or (ii) a description of the deficiency. Until such time as the Company Corporation or Warrant Agent, as the case may be, acting reasonably, is satisfied with the evidence provided, the holder of the Warrant shall not be permitted to exercise the Warrant. (4) The Company Corporation will notify the Warrant Agent when a Registration Statement becomes effective under the U.S. Securities Act and, except in the case of a Registration Statement becoming effective on or prior to the date of this Warrant Indenture, the Warrant Agent will notify the registered holder of Warrants as required. Thereafter, the Warrant Agent may assume that a Registration Statement remains effective until otherwise notified in writing by the Company Corporation that such Registration Statement is no longer effective. The Company Corporation shall at all times be obligated to provide prompt notice to the Warrant Agent regarding any change in the effectiveness of a Registration Statement.