Common use of Offering Procedure Clause in Contracts

Offering Procedure. Non-brokered private placement to accredited investors (as defined in National Instrument 45-106 Prospectus Exemptions) and other eligible subscribers in in all provinces of Canada, accredited investors (as defined in Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended (the “1933 Act”)) pursuant to an exemption from the registration requirements of the 1933 Act, and, eligible investors in other eligible foreign jurisdictions (other than Canada and the United States) pursuant to applicable private placement exemptions under applicable securities laws in such jurisdictions provided that the Corporation may, in its sole discretion, accept or reject any subscription from any such purchaser in whole or in part.