Common use of Directed Selling Clause in Contracts

Directed Selling. The Investor covenants and agrees that it shall only dispose of Common Shares issuable upon conversion of the Convertible Notes or exercises of the Warrants pursuant to transactions on the AMEX or any other exchange upon which the Common Shares are listed (other than any Canadian stock exchange) and, provided that, in the event that it wishes to arrange a sale of a block of Common Shares (other than through a stock exchange) which represents 5% or more of the issued and outstanding Common Shares of the Company (the "Sale Shares"), the Investor shall first make an offer in writing to the Company to sell the Sale Shares to a person or persons to be designated by the Company (the "Purchaser") at a price and on the same terms and conditions as it wishes to arrange the sale of the Sale Shares. The Purchaser may accept such offer within 24 hours of the receipt of the offer made to the Company failing which the offer shall be deemed to be refused. Following such 24-hour notice, the Investor may then sell the Sale Shares on a basis which is not more advantageous to a buyer than the terms provided to the Company.

Directed Selling. The Investor covenants and agrees that it shall only dispose of Common Shares issuable upon conversion of the Convertible Notes or exercises of the Warrants pursuant to transactions on the AMEX or any other exchange upon which the Common Shares are listed (other than any Canadian stock exchange, including without limitation the TSX) and, provided that, in the event that it wishes to arrange a sale of a block of Common Shares (other than through a stock exchange) which represents 5% or more of the issued and outstanding Common Shares of the Company (the "Sale SharesSALE SHARES"), the Investor shall first make an offer in writing to the Company to sell the Sale Shares to a person or persons to be designated by the Company (the "PurchaserPURCHASER") at a price and on the same terms and conditions as it wishes to arrange the sale of the Sale Shares. The Purchaser may accept such offer within 24 hours of the receipt of the offer made to the Company failing which the offer shall be deemed to be refused. Following such 24-hour notice, the Investor may then sell the Sale Shares on a basis which is not more advantageous to a buyer than the terms provided to the Company.