Common use of A U Clause in Contracts

A U. S. Purchaser who is a Qualified Institutional Buyer may only offer, sell, pledge or otherwise transfer Warrants and Common Shares issuable upon exercise thereof: (a) to the Corporation or its subsidiaries; (b) outside the United States, in accordance with Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations; or (c) pursuant to a registration statement that has been declared effective under the U.S. Securities Act by the SEC (including the Registration Statement, in the case of the Common Shares).