Common use of Offering Procedures Clause in Contracts

Offering Procedures. 5.1 Each Purchaser of Subscription Receipts will purchase Subscription Receipts and the Company will issue and sell the Subscription Receipts pursuant to exemptions from applicable prospectus and registration requirements under securities laws of the jurisdiction of residence of the Purchaser or such other jurisdiction as may be applicable to the Purchaser. Each Purchaser will enter into a Subscription Agreement with the Company. The Agents will notify the Company with respect to the identities of Purchasers in sufficient time to allow the Company to comply with all applicable regulatory requirements and all requirements under the Securities Laws to be complied with by the Company as a result of the offering and sale of the Subscription Receipts to such Purchasers on a private placement basis in such Offering Jurisdictions. 5.2 The Company and the Agents will each use their best efforts to file or cause to be filed all documents required to be filed by the Company and the Purchasers, respectively, in connection with the purchase and sale of the Subscription Receipts so that the distribution of the Subscription Receipts may lawfully occur on an exempt basis. 5.3 The Company covenants that it will as soon as reasonably practicable after the Closing: (a) prepare and file with Securities Commissions in the Canadian Offering Jurisdictions, the Preliminary Prospectus, together with all required supporting documentation; (b) use its reasonable best efforts to address as expeditiously as possible, the comments made by the Securities Commissions in the Canadian Offering Jurisdictions in respect of the Preliminary Prospectus; and (c) as soon as reasonably practicable, after all of the comments referred to in paragraph 5.3(b) above have been addressed, prepare and file with the Securities Commissions in the Canadian Offering Jurisdictions the Final Prospectus and to use commercially reasonable efforts to expeditiously obtain the requisite receipts therefore from the Securities Commissions in the Canadian Offering Jurisdictions in order to qualify the distribution of the Underlying Common Shares, Share Purchase Warrants and Compensation Options upon exchange of the Subscription Receipts and Agents' Special Warrants in the Canadian Offering Jurisdictions. 5.4 The Company further covenants that it will, as soon as reasonably practicable after the Closing, prepare and file the Registration Statement as set out in Schedule "F' to the Subscription Agreement. 5.5 The Company will promptly inform the Agents of the full particulars of: (a) any material change (actual, anticipated or threatened) in the business, operations, capital or condition (financial or otherwise) of the Company, the Subsidiaries or their assets; (b) the occurrence of a material fact or event, which, in any such case, is, or may be, of such a nature as to render the Preliminary Prospectus or the Final Prospectus untrue or misleading in a material respect, result in a misrepresentation in the Preliminary Prospectus or Final Prospectus or result in the Preliminary Prospectus or Final Prospectus not complying with the Securities Laws; (c) the occurrence of a material fact or event, which, in any such case, is, or may be, of such a nature as to render the Preliminary Prospectus or Final Prospectus untrue or misleading in a material respect, result in a misrepresentation in the Preliminary Prospectus or Final Prospectus or result in the Preliminary Prospectus or Final Prospectus not complying with the Securities Laws; Provided that the Company will also in good faith discuss with the Agents any change in circumstance (actual, proposed or prospective) which is of such a nature that there is reasonable doubt whether notice in writing need be given to the Agents pursuant to this section. 5.6 The Company will promptly inform the Agents and ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP of: (a) any request of the Securities Commissions for any amendment to the Preliminary Prospectus or the Final Prospectus; and (b) the receipt by the Company of any communication from the Securities Commissions or any other securities regulatory authority of any other jurisdiction, the Stock Exchanges or any other competent authority relating to the Preliminary Prospectus, the Final Prospectus or the Registration Statement. 5.7 The Company will promptly comply with the Securities Laws with respect to any change or occurrence of the nature referred to in Sections 5.5 and 5.6, and the Company will prepare and file any amendment to the Preliminary Prospectus or Final Prospectus and take such other steps which are necessary to comply with the Securities Laws. 5.8 The Company shall cause to be delivered: (a) as soon as practicable after the issuance of a receipt for the Preliminary Prospectus or Final Prospectus, as the case may be, as many copies of the Preliminary Prospectus or Final Prospectus, as the case may be, as the Agents may reasonably request and such delivery will constitute a representation and warranty by the Company to the Agents that the Preliminary Prospectus or Final Prospectus, as the case may be (except statements relating solely to the Agents), contains full, true and plain disclosure of all material facts relating to the Company, the Underlying Common Shares, Share Purchase Warrants, Compensation Options, Warrant Shares and Compensation Shares and does not contain any misrepresentation and will constitute the Company's authorization to the Agents to use the Preliminary Prospectus or Final Prospectus, as the case may be, in the Canadian Offering Jurisdictions in accordance with the applicable Securities Laws; and (b) in the event of any amendment to the Preliminary Prospectus or Final Prospectus, the Company will deliver to the Agents: (i) a similar letter to that referred to below in subsection 5.9 with respect to the contents referred to therein; (ii) a legal opinion of Company's counsel, in form and substance satisfactory to the Agents and the Agents' counsel and with respect to such matters as the Agents and the Agents' counsel may reasonably request relating to such amendment's compliance with the applicable Securities Laws; and (iii) as soon as reasonably practicable, as many copies of the amendment as the Agent may request, such delivery to constitute a delivery referred to in this paragraph 5.8(b) and thereby be subject to the representation and warranty therein referred to. 5.9 The Company shall deliver to the Agents at the time the Agents execute the Final Prospectus, a letter addressed to the Agents, signed by the Company's Auditor and dated the date of delivery thereof, in form and substance satisfactory to the Agents, with respect to the financial and accounting information relating to the Company and its business contained in the Final Prospectus, and with respect to any material changes thereto up to a date within two business days of the date of such letter, which letter shall be in addition to the auditor's report incorporated by reference in the Final Prospectus and any auditor's consent and comfort letters required to be filed with the Final Prospectus. 5.10 If any financial or accounting information is contained in any new or amended prospectus or supplemental material described in Section 5.9 hereof which is required to be executed by the Agents, the Company will deliver or cause to be delivered to the Agents a letter signed by the Company's Auditor in form and substance to the letter specified in Section 5.9 hereof at the time of execution thereof by the Agent.

Offering Procedures. 5.1 9.1 Each Purchaser of Subscription Receipts will purchase Subscription Receipts and the Company will issue and sell the Subscription Receipts pursuant to and/or FT Subscription Receipts, as the case may be, under exemptions from applicable prospectus and registration requirements under securities the laws of the jurisdiction of residence of the Purchaser or such other jurisdiction as may be applicable to the Purchaser. Each Purchaser will enter into a Subscription Receipt Subscription Agreement and/or a FT Subscription Receipt Subscription Agreement with the CompanyAltitude and/or Triumph, as applicable. The Agents will notify the Company Altitude and Triumph with respect to the identities of Purchasers in sufficient time to allow the Company Altitude and Triumph to comply with all applicable regulatory requirements and all requirements under the Securities Laws to be complied with by the Company Altitude, as a result of the offering and sale of the Subscription Receipts Receipts, and Triumph, as a result of the offering and sale of FT Subscription Receipts, to such Purchasers on a private placement basis in such Offering JurisdictionsJurisdictions and the United States. Appendix “E” hereto contains additional terms and conditions and representations and warranties of the Agents and Altitude relating to compliance with United States federal and state securities laws. All offers and sales of Subscription Receipts in the United States will be made in accordance with Appendix “E” hereof. The FT Subscription Receipts will not be sold in the United States or to U.S. Persons. 5.2 The Company 9.2 Altitude, Triumph and the Agents will each use their best commercially reasonable efforts to file or cause to be filed all documents required to be filed by the Company Altitude, Triumph and the Purchasers, respectively, in connection with the purchase and sale of the Subscription Receipts and FT Subscription Receipts so that the distribution of the Subscription Receipts Securities may lawfully occur on an exempt basis. 5.3 The Company covenants that it will as soon as reasonably practicable after without the Closing: (a) prepare and file with Securities Commissions necessity of filing a prospectus or offering memorandum in Canada or a registration statement in the Canadian Offering Jurisdictions, the Preliminary Prospectus, together with all required supporting documentation; (b) use its reasonable best efforts to address as expeditiously as possible, the comments made by the Securities Commissions in the Canadian Offering Jurisdictions in respect of the Preliminary Prospectus; and (c) as soon as reasonably practicable, after all of the comments referred to in paragraph 5.3(b) above have been addressed, prepare and file with the Securities Commissions in the Canadian Offering Jurisdictions the Final Prospectus and to use commercially reasonable efforts to expeditiously obtain the requisite receipts therefore from the Securities Commissions in the Canadian Offering Jurisdictions in order to qualify the distribution of the Underlying Common Shares, Share Purchase Warrants and Compensation Options upon exchange of the Subscription Receipts and Agents' Special Warrants in the Canadian Offering JurisdictionsUnited States. 5.4 The Company further covenants that it will, as soon as reasonably practicable after the Closing, prepare and file the Registration Statement as set out in Schedule "F' to the Subscription Agreement. 5.5 The Company will promptly inform the Agents of the full particulars of: (a) any material change (actual, anticipated or threatened) in the business, operations, capital or condition (financial or otherwise) of the Company, the Subsidiaries or their assets; (b) the occurrence of a material fact or event, which, in any such case, is, or may be, of such a nature as to render the Preliminary Prospectus or the Final Prospectus untrue or misleading in a material respect, result in a misrepresentation in the Preliminary Prospectus or Final Prospectus or result in the Preliminary Prospectus or Final Prospectus not complying with the Securities Laws; (c) the occurrence of a material fact or event, which, in any such case, is, or may be, of such a nature as to render the Preliminary Prospectus or Final Prospectus untrue or misleading in a material respect, result in a misrepresentation in the Preliminary Prospectus or Final Prospectus or result in the Preliminary Prospectus or Final Prospectus not complying with the Securities Laws; Provided that the Company will also in good faith discuss with the Agents any change in circumstance (actual, proposed or prospective) which is of such a nature that there is reasonable doubt whether notice in writing need be given to the Agents pursuant to this section. 5.6 The Company will promptly inform the Agents and ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP of: (a) any request of the Securities Commissions for any amendment to the Preliminary Prospectus or the Final Prospectus; and (b) the receipt by the Company of any communication from the Securities Commissions or any other securities regulatory authority of any other jurisdiction, the Stock Exchanges or any other competent authority relating to the Preliminary Prospectus, the Final Prospectus or the Registration Statement. 5.7 The Company will promptly comply with the Securities Laws with respect to any change or occurrence of the nature referred to in Sections 5.5 and 5.6, and the Company will prepare and file any amendment to the Preliminary Prospectus or Final Prospectus and take such other steps which are necessary to comply with the Securities Laws. 5.8 The Company shall cause to be delivered: (a) as soon as practicable after the issuance of a receipt for the Preliminary Prospectus or Final Prospectus, as the case may be, as many copies of the Preliminary Prospectus or Final Prospectus, as the case may be, as the Agents may reasonably request and such delivery will constitute a representation and warranty by the Company to the Agents that the Preliminary Prospectus or Final Prospectus, as the case may be (except statements relating solely to the Agents), contains full, true and plain disclosure of all material facts relating to the Company, the Underlying Common Shares, Share Purchase Warrants, Compensation Options, Warrant Shares and Compensation Shares and does not contain any misrepresentation and will constitute the Company's authorization to the Agents to use the Preliminary Prospectus or Final Prospectus, as the case may be, in the Canadian Offering Jurisdictions in accordance with the applicable Securities Laws; and (b) in the event of any amendment to the Preliminary Prospectus or Final Prospectus, the Company will deliver to the Agents: (i) a similar letter to that referred to below in subsection 5.9 with respect to the contents referred to therein; (ii) a legal opinion of Company's counsel, in form and substance satisfactory to the Agents and the Agents' counsel and with respect to such matters as the Agents and the Agents' counsel may reasonably request relating to such amendment's compliance with the applicable Securities Laws; and (iii) as soon as reasonably practicable, as many copies of the amendment as the Agent may request, such delivery to constitute a delivery referred to in this paragraph 5.8(b) and thereby be subject to the representation and warranty therein referred to. 5.9 The Company shall deliver to the Agents at the time the Agents execute the Final Prospectus, a letter addressed to the Agents, signed by the Company's Auditor and dated the date of delivery thereof, in form and substance satisfactory to the Agents, with respect to the financial and accounting information relating to the Company and its business contained in the Final Prospectus, and with respect to any material changes thereto up to a date within two business days of the date of such letter, which letter shall be in addition to the auditor's report incorporated by reference in the Final Prospectus and any auditor's consent and comfort letters required to be filed with the Final Prospectus. 5.10 If any financial or accounting information is contained in any new or amended prospectus or supplemental material described in Section 5.9 hereof which is required to be executed by the Agents, the Company will deliver or cause to be delivered to the Agents a letter signed by the Company's Auditor in form and substance to the letter specified in Section 5.9 hereof at the time of execution thereof by the Agent.