Common use of Offering Procedure Clause in Contracts

Offering Procedure. (a) The Agent shall communicate to the Corporation, orally or in writing, each reasonable order that it has solicited or received to purchase Securities on terms previously communicated by the Corporation to the Agent, and the Corporation shall have the sole right to accept such orders to purchase Securities and may refuse any proposed purchase of Securities in whole or in part for any reason. The Agent shall have the right, in its discretion reasonably exercised, to reject any order to purchase Securities, as a whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. (b) On or prior to the first sale of Securities hereunder, the Corporation and the Agent shall agree in writing as to the procedural details related to the communication of orders and acceptances and the issue and delivery of, and payment for, the Securities. The Agent and the Corporation shall each perform their respective duties and obligations in such agreement, as amended from time to time. (c) The Agent shall not offer or sell, directly or indirectly, any Securities in (i) Canada or any province or territory thereof or to, or for the benefit of, any resident of Canada in contravention of the securities laws of Canada or any province or territory thereof or (ii) any jurisdiction in the United States other than to institutional investors or as otherwise permitted by state securities or blue sky laws. The Agent shall not distribute any offering material related to the Securities in Canada. The Agent shall send to any broker-dealer who purchases any of the Securities from it a notice stating that, by purchasing such Securities, such broker-dealer represents that it has not offered or sold and shall not offer or sell, directly or indirectly, any of such Securities in Canada or to, or for the benefit of, any resident of Canada in contravention of the securities laws of Canada or any province or territory thereof and that it shall deliver to any other broker-dealer to whom it sells any of such Securities a notice containing substantially the same statement as is contained in this sentence. Any other broker-dealer offering or selling any Securities may be required to furnish a certificate stating that it has complied with the restrictions set forth in this paragraph.