Common use of Final Prospectus Clause in Contracts

Final Prospectus. (i) Each of the Final Prospectus and any amendments or supplements thereto, as of its date, as of the time it was filed with the Commission pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions furnished to the Company in writing with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Pricing Prospectus or the Final Prospectus or any amendment thereof or supplement thereto. The parties hereto acknowledge and agree that such information furnished to the Company by the Representative consists solely of (A) the names of the Representative in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (B) the following sub-captions under “Underwriting” in the final Prospectus: “Electronic Offer, Sale, and Distribution of Ordinary Shares,” “Price Stabilization, Short Positions, and Penalty Bids,” “Passive Market Making,” “Potential Conflicts of Interest,” and “Selling Restrictions” (collectively, the “Underwriter Information”). (ii) Each of the Final Prospectus and any amendments or supplements thereto, at the time it was filed with the Commission pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, complied and will comply with the Securities Act.

Final Prospectus. (i) Each of the Final Prospectus and any amendments or supplements thereto, as of its date, as of the time it was filed with the Commission pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions furnished to the Company in writing with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Pricing Prospectus or the Final Prospectus or any amendment thereof or supplement thereto. The parties hereto acknowledge and agree that such information furnished to the Company by the Representative consists solely of (Ax) the names of the Representative in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (By) the following the third paragraph under “Underwriting” in the Final Prospectus and the sub-captions under “Underwriting” in the final Final Prospectus: “Electronic Offer, Sale, Sale and Distribution of Ordinary SharesSecurities,” “Price Stabilization, Short Positions, Positions and Penalty Bids,” “Passive Market Making,” “Potential Conflicts of Interest,” “Other Relationships,” and “Selling RestrictionsRestrictions outside the United States.” (collectively, the “Underwriter Information”). (ii) Each of the Final Prospectus and any amendments or supplements thereto, at the time it was filed with the Commission pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, complied and will comply with the Securities Act.

Final Prospectus. (i) Each of the Final Prospectus and any amendments or supplements thereto, as of its date, as of the time it was filed with the Commission pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions furnished to the Company in writing with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Pricing Prospectus or the Final Prospectus or any amendment thereof or supplement thereto. The parties hereto acknowledge and agree that such information furnished to the Company by the Representative consists solely of (A) the names of the Representative in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (B) the following sub-captions under “Underwriting” in the final Prospectus: “Electronic Offer, Sale, and Distribution of Ordinary SharesDistribution,” “Price Stabilization, Short Positions, Positions and Penalty Bids,” “Passive Market MakingNo Prior Public Market,” “Potential Conflicts of InterestOther Relationships,” and “Selling RestrictionsOffers Outside the United States” (collectively, the “Underwriter Information”). (ii) Each of the Final Prospectus and any amendments or supplements thereto, at the time it was filed with the Commission pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, complied and will comply with the Securities Act.

Final Prospectus. (i) Each of the Final Prospectus and any amendments or supplements thereto, as of its date, as of the time it was filed with the Commission pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions furnished to the Company in writing with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Pricing Prospectus or the Final Prospectus or any amendment thereof or supplement thereto. The parties hereto acknowledge and agree that such information furnished to the Company by the Representative consists solely of (Ax) the names of the Representative in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (By) the following the third paragraph under “Underwriting” in the Final Prospectus and the sub-captions under “Underwriting” in the final Final Prospectus: “Electronic Offer, Sale, Sale and Distribution of Ordinary SharesSecurities,” “Price Stabilization, Short Positions, Positions and Penalty Bids,” “Passive Market Making,” “Potential Conflicts of Interest,” “Other Relationships,” and “Selling RestrictionsRestrictions outside the United States.” (collectively, the “Underwriter Information”). (ii) Each of the Final Prospectus and any amendments or supplements thereto, at the time it was filed with the Commission pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, complied and will comply comply, in all material respects, with the applicable requirements of the Securities Act.

Final Prospectus. (i) Each of the Final Prospectus and any amendments or supplements thereto, as of its date, as of the time it was filed with the Commission pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions furnished to the Company in writing with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Pricing Prospectus or the Final Prospectus or any amendment thereof or supplement thereto. The parties hereto acknowledge and agree that such information furnished to the Company by the Representative consists solely of (A) the names of the Representative in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (B) the following sub-captions under “Underwriting” in the final Final Prospectus: “Electronic Offer, Sale, and Distribution of Class A Ordinary Shares,” “Price Stabilization, Short Positions, and Penalty Bids,” “Passive Market Making,” “Potential Conflicts of Interest,” and “Selling Restrictions” (collectively, the “Underwriter Information”). (ii) Each of the Final Prospectus and any amendments or supplements thereto, at the time it was filed with the Commission pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, complied and will comply with the Securities Act.

Final Prospectus. (i) Each of the Final Prospectus and any amendments or supplements thereto, as of its date, as of the time it was filed with the Commission pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions furnished to the Company in writing with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Pricing Prospectus or the Final Prospectus or any amendment thereof or supplement thereto. The parties hereto acknowledge and agree that such information furnished to the Company by the Representative consists solely of (A) the names of the Representative in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (B) the following sub-captions under “Underwriting” in the final Prospectus: “Electronic Offer, Sale, and Distribution of Class A Ordinary Shares,” “Price Stabilization, Short Positions, and Penalty Bids,” “Passive Market Making,” “Potential Conflicts of Interest,” and “Selling Restrictions” (collectively, the “Underwriter Information”). (ii) Each of the Final Prospectus and any amendments or supplements thereto, at the time it was filed with the Commission pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, complied and will comply with the Securities Act.

Final Prospectus. (i) Each of the Final Prospectus and any amendments or supplements thereto, as of its date, as of the time it was filed with the Commission pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions furnished to the Company in writing with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Pricing Prospectus or the Final Prospectus or any amendment thereof or supplement thereto. The parties hereto acknowledge As used in this Agreement with respect to an Underwriter and agree that such an applicable document, “Underwriter Information” shall mean the written information furnished to the Company by such Underwriter through the Representative expressly for use therein; it being understood and agreed upon that the only such information furnished by any Underwriter consists solely of (A) the names and addresses of the Representative Underwriters disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (B) the following sub-captions under “Underwriting” in the final Prospectus: “Electronic Offer, Sale, and Distribution of Class A Ordinary Shares,” “Price Stabilization, Short Positions, and Penalty Bids,” “Passive Market Making,” and “Potential Conflicts of Interest,” and “Selling Restrictions” (collectively, the “Underwriter Information”). (ii) Each of the Final Prospectus and any amendments or supplements thereto, at the time it was filed with the Commission pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, complied and will comply with the Securities Act.

Final Prospectus. Concurrently with the filing of the Final Prospectus, the Company shall deliver to each of the Underwriters: (i) Each a copy of the Final Prospectus in the English and French language signed and certified; (ii) a copy of the certificates of authentication for the Company in respect of the Final Prospectus signed and certified as required by the Canadian Securities Laws; (iii) an opinion dated the date of the Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, Underwriters’ counsel, the Company and the Company’s counsel, from D▇▇▇▇▇▇▇▇▇ D▇▇▇▇▇▇▇ S▇▇▇▇ M▇▇▇▇▇ of Montreal, Quebec, to the effect that the French language version of the Final Prospectus except the Financial Information is, in all material respects, a complete and accurate translation of the English language version thereof, and that the English and French language versions are not susceptible of any materially different interpretation with respect to any matter contained therein; (iv) an opinion dated the date of the Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, Underwriters’ counsel, the Company and the Company’s counsel, from PricewaterhouseCoopers LLP to the effect that the Financial Information contained in the French language version of the Final Prospectus is, in all material respects, a complete and accurate translation of the English language version thereof, and that the English and French language versions are not susceptible of any materially different interpretation with respect to any matter contained therein; (v) a copy of any other document required to be filed by the Company with the Final Prospectus under the laws of each of the Qualifying Provinces in compliance with the Canadian Securities Laws; and (vi) a “long-form” comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the Underwriters, addressed to the Underwriters and the Company from the auditors of the Company and based on a review completed not more than two Business Days prior to the date of the letter, with respect to the financial information relating to the Company in the Final Prospectus and any amendments or supplements theretoSupplementary Material, as of its date, as of the time it was filed with the Commission pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary which letter shall be in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions furnished addition to the Company auditors’ report contained in writing with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Pricing Prospectus or the Final Prospectus or any amendment thereof or supplement thereto. The parties hereto acknowledge and agree that such information furnished to the Company by the Representative consists solely of (A) the names of the Representative in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (B) the following sub-captions under “Underwriting” in the final Prospectus: “Electronic Offer, Sale, and Distribution of Ordinary Shares,” “Price Stabilization, Short Positions, and Penalty Bids,” “Passive Market Making,” “Potential Conflicts of Interest,” and “Selling Restrictions” (collectively, the “Underwriter Information”). (ii) Each of the Final Prospectus and any amendments or supplements thereto, at auditors’ comfort letter addressed to the time it was filed with securities regulatory authorities in the Commission pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, complied and will comply with the Securities ActQualifying Provinces.

Final Prospectus. (i) Each of the Final Prospectus and any amendments or supplements thereto, as of its date, as of the time it was filed with the Commission pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions furnished to the Company in writing with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Pricing Prospectus or the Final Prospectus or any amendment thereof or supplement thereto. The parties hereto acknowledge As used in this Agreement with respect to an Underwriter and agree that such an applicable document, “Underwriter Information” shall mean the written information furnished to the Company by such Underwriter through the Representative expressly for use therein; it being understood and agreed upon that the only such information furnished by any Underwriter consists solely of (A) the names and addresses of the Representative Underwriters disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (B) the following sub-captions under “Underwriting” in the final Prospectus: “Electronic Offer, Sale, and Distribution of Our Ordinary Shares,” “Price Stabilization, Short Positions, and Penalty Bids,” “Passive Market Making,” and “Potential Conflicts of Interest,” and “Selling Restrictions” (collectively, the “Underwriter Information”). (ii) Each of the Final Prospectus and any amendments or supplements thereto, at the time it was filed with the Commission pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, complied and will comply with the Securities Act.

Final Prospectus. (i) Each of the Final Prospectus and any amendments or supplements thereto, as of its date, as of the time it was filed with the Commission pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions furnished to the Company in writing with respect to the Underwriters by the Representative Representatives expressly for use in the Registration Statement, the Pricing Prospectus or the Final Prospectus or any amendment thereof or supplement thereto. The parties hereto acknowledge and agree that such information furnished to the Company by the Representative Representatives consists solely of (Ax) the names of the Representative Representatives in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (By) the following sub-captions under “Underwriting” in the final Prospectus: “Electronic Offer, Sale, Sale and Distribution of Ordinary SharesSecurities,” “Price Stabilization, Short Positions, Positions and Penalty Bids,” “Passive Market Making,” “Potential Conflicts of Interest,” “Other Relationships,” and “Selling RestrictionsRestrictions outside the United States.” (collectively, the “Underwriter Information”). (ii) Each of the Final Prospectus and any amendments or supplements thereto, at the time it was filed with the Commission pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, complied and will comply with the Securities Act.

Final Prospectus. (i) Each of the Final Prospectus and any amendments or supplements thereto, as of its date, as of the time it was filed with the Commission pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions furnished to the Company in writing with respect to the Underwriters by the Representative Representatives expressly for use in the Registration Statement, the Pricing Prospectus or the Final Prospectus or any amendment thereof or supplement thereto. The parties hereto acknowledge As used in this Agreement with respect to an Underwriter and agree that such an applicable document, “Underwriter Information” shall mean the written information furnished to the Company by such Underwriter through the Representative Representatives expressly for use therein; it being understood and agreed upon that the only such information furnished by any Underwriter consists solely of (A) the names and addresses of the Representative Underwriters disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and (B) the following sub-captions under “Underwriting” in the final Prospectus: “Electronic Offer, Sale, and Distribution of Class A Ordinary Shares,” “Price Stabilization, Short Positions, and Penalty Bids,” “Passive Market Making,” and “Potential Conflicts of Interest,” and “Selling Restrictions” (collectively, the “Underwriter Information”). (ii) Each of the Final Prospectus and any amendments or supplements thereto, at the time it was filed with the Commission pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, complied and will comply with the Securities Act.