Common use of Prospectus Exemptions Clause in Contracts

Prospectus Exemptions. The Purchaser acknowledges and agrees that the sale and delivery of the Purchased Warrants to the Purchaser (or to others for whom it is contracting hereunder) is conditional upon such sale being exempt from the requirements under applicable securities legislation requiring the filing of a prospectus in connection with the distribution of the Special Warrants or the delivery of an offering memorandum (as defined in the applicable securities legislation), or upon the issuance of such rulings, orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum. The Purchaser, on its own behalf (or on behalf of others for whom it is contracting hereunder) acknowledges and agrees that: (a) it has received a term sheet in the form attached hereto as Schedule II setting out the principal terms of this Subscription Agreement and the offering of Special Warrants; (b) it (or others for whom it is contracting hereunder) has not received, nor has it requested, nor does it have any need to receive, a prospectus or any offering memorandum, or any other document (other than financial statements, interim financial statements or any other document, the content of which is prescribed by statute or regulation) describing the business and affairs of the Corporation which has been prepared for delivery to, and reviewed by, prospective purchasers in order to assist it in making an investment decision in respect of the Purchased Warrants; (c) its decision to execute this Subscription Agreement and purchase the Purchased Warrants (on its own behalf or on behalf of others for whom it is contracting hereunder) has not been based upon any verbal or written representations as to fact or otherwise made by or on behalf of the Underwriters or the Corporation and that its decision (or the decision of others for whom it is contracting hereunder) is based entirely upon information concerning the Corporation contained in documents the content of which is prescribed by statute or regulation (any such information having been delivered to it without independent investigation or verification by the Underwriters); (d) the sale of the Purchased Warrants was not accompanied by any advertisement in printed media of general and regular paid circulation, radio or television; (e) the Underwriters and each of their respective directors, officers, employees, agents and representatives assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of any such publicly available information or as to whether all information concerning the Corporation required to be disclosed by it has been generally disclosed; (f) it (or others for whom it is contracting hereunder) has been advised to consult its own legal advisors with respect to trading in the Special Warrants, the Subject Securities and securities underlying the Subject Securities and to resale restrictions imposed by applicable securities legislation in the jurisdiction in which it resides, that no representation has been made respecting the applicable hold periods or other resale restrictions applicable to such securities, that the Purchaser (or others for whom it is contracting hereunder) is solely responsible (and neither the Corporation nor the Underwriters is in any way responsible) for compliance with applicable resale restrictions and that it is aware that it may not be able to resell such securities except in accordance with limited exemptions under applicable securities legislation and regulatory policy; and (g) the Special Warrants are otherwise subject to the terms, conditions and provisions of the Special Warrant Indenture and the Underwriting Agreement. The Purchaser agrees that the Corporation and/or the Underwriters may be required by law or otherwise to disclose to regulatory authorities the identity of the Purchaser and each beneficial purchaser of Special Warrants for whom the Purchaser may be acting.

Prospectus Exemptions. The Purchaser acknowledges and agrees that the sale and delivery of the Purchased Warrants to the Purchaser (or to others for whom it is contracting hereunder) is conditional upon such sale being exempt from the requirements under applicable securities legislation requiring the filing of a prospectus in connection with the distribution of the Special Warrants or the delivery of an offering memorandum (as defined in the applicable securities legislation), or upon the issuance of such rulings, orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum. The Purchaser, on its own behalf (or on behalf of others for whom it is contracting hereunder) acknowledges and agrees that: (a) it has received a term sheet in the form attached hereto as Schedule II I setting out the principal terms of this Subscription Agreement and the offering of Special Warrants; (b) it (or others for whom it is contracting hereunder) has not received, nor has it requested, nor does it have any need to receive, a prospectus or any offering memorandum, or any other document (other than financial statements, interim financial statements or any other document, the content of which is prescribed by statute or regulation) describing the business and affairs of the Corporation which has been prepared for delivery to, and reviewed by, prospective purchasers in order to assist it in making an investment decision in respect of the Purchased Warrants; (c) its decision to execute this Subscription Agreement and purchase the Purchased Warrants (on its own behalf or on behalf of others for whom it is contracting hereunder) has not been based upon any verbal or written representations as to fact or otherwise made by or on behalf of the Underwriters or the Corporation and that its decision (or the decision of others for whom it is contracting hereunder) is based entirely upon information concerning the Corporation contained in documents the content of which is prescribed by statute or regulation (any such information having been delivered to it without independent investigation or verification by the Underwriters); (d) the sale of the Purchased Warrants was not accompanied by any general solicitation or general advertisement including, but not limited to, any advertisement, article, notice or other communication in any newspaper, magazine, printed media or similar medium of general and regular paid circulation, or broadcast over radio or televisiontelevision or any seminar or meeting where attendees were invited by any general solicitation or advertising; (e) the Underwriters and each of their respective directors, officers, employees, agents and representatives assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of any such publicly available information or as to whether all information concerning the Corporation required to be disclosed by it has been generally disclosed; (f) it (or others for whom it is contracting hereunder) has been advised to consult its own legal advisors with respect to trading in the Special Warrants, the Subject Securities and securities underlying the Subject Securities and to resale restrictions imposed by applicable securities legislation in the jurisdiction in which it resides, that no representation has been made respecting the applicable hold periods or other resale restrictions applicable to such securities, that the Purchaser (or others for whom it is contracting hereunder) is solely responsible (and neither the Corporation nor the Underwriters is in any way responsible) for compliance with applicable resale restrictions and that it is aware that it may not be able to resell such securities except in accordance with limited exemptions under applicable securities legislation and regulatory policy; and (g) the Special Warrants are otherwise subject to the terms, conditions and provisions of the Special Warrant Indenture and the Underwriting Agreement. The Purchaser agrees that the Corporation Corporation, the Selling Securityholders and/or the Underwriters Underwriter may be required by law or otherwise to disclose to regulatory authorities the identity of the Purchaser and each beneficial purchaser of Special Warrants for whom the Purchaser may be acting.

Prospectus Exemptions. The Purchaser acknowledges and agrees that the sale and delivery of the Purchased Warrants to the Purchaser (or to others for whom it is contracting hereunder) is conditional upon such sale being exempt from the requirements under applicable securities legislation requiring the filing of a prospectus in connection with the distribution of the Special Warrants or the delivery of an offering memorandum (as defined in the applicable securities legislation), or upon the issuance of such rulings, orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum. The Purchaser, on its own behalf (or on behalf of others for whom it is contracting hereunder) acknowledges and agrees that: (a) it has received a term sheet in the form attached hereto as Schedule II setting out the principal terms of this Subscription Agreement and the offering of Special Warrants; (b) it (or others for whom it is contracting hereunder) has not received, nor has it requested, nor does it have any need to receive, a prospectus or any offering memorandum, or any other document (other than financial statements, interim financial statements or any other document, the content of which is prescribed by statute or regulation) describing the business and affairs of the Corporation which has been prepared for delivery to, and reviewed by, prospective purchasers in order to assist it in making an investment decision in respect of the Purchased Warrants; (c) its decision to execute this Subscription Agreement and purchase the Purchased Warrants (on its own behalf or on behalf of others for whom it is contracting hereunder) has not been based upon any verbal or written representations as to fact or otherwise made by or on behalf of the Underwriters or the Corporation and that its decision (or the decision of others for whom it is contracting hereunder) is based entirely upon information concerning the Corporation contained in documents the content of which is prescribed by statute or regulation (any such information having been delivered to it without independent investigation or verification by the Underwriters); (d) the sale of the Purchased Warrants was not accompanied by any advertisement in printed media of general and regular paid circulation, radio or television; (e) the Underwriters and each of their respective directors, officers, employees, agents and representatives assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of any such publicly available information or as to whether all information concerning the Corporation required to be disclosed by it has been generally disclosed; (f) it (or others for whom it is contracting hereunder) has been advised to consult its own legal advisors with respect to trading in the Special Warrants, the Subject Securities and securities underlying the Subject Securities and to resale restrictions imposed by applicable securities legislation in the jurisdiction in which it resides, that no representation has been made respecting the applicable hold periods or other resale restrictions applicable to such securities, that the Purchaser (or others for whom it is contracting hereunder) is solely responsible (and neither the Corporation nor the Underwriters is in any way responsible) for compliance with applicable resale restrictions and that it is aware that it may not be able to resell such securities except in accordance with limited exemptions under applicable securities legislation and regulatory policy; and (g) the Special Warrants are otherwise subject to the terms, conditions and provisions of the Special Warrant Indenture and the Underwriting Agreement. The Purchaser agrees that the Corporation Corporation, the Selling Securityholders and/or the Underwriters Underwriter may be required by law or otherwise to disclose to regulatory authorities the identity of the Purchaser and each beneficial purchaser of Special Warrants for whom the Purchaser may be acting.

Prospectus Exemptions. The Purchaser acknowledges and agrees that the sale and delivery of the Purchased Special Warrants to the Purchaser (or to others for whom it is contracting hereunder) Subscriber is conditional upon such sale being exempt from the requirements under applicable securities legislation requiring as to the filing of a prospectus in connection with the distribution of the Special Warrants or and as to the delivery of an offering memorandum (as defined in the applicable securities legislation), legislation or upon the issuance of such rulings, orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum. The Purchaser, on its own behalf (or on behalf of others for whom it is contracting hereunder) Subscriber acknowledges and agrees that: (a) it has received a term sheet in the form attached hereto as Schedule II setting out the principal terms of this Subscription Agreement and the offering of Special Warrants; (b) it (or others for whom it is contracting hereunder) was not provided with, has not received, nor has it requested, nor and does it have any not need to receive, a prospectus or any an offering memorandum, memorandum as defined in the applicable securities legislation or any other document (other than financial statements, interim financial statements or any other similar document, the content of which is prescribed by statute or regulation) describing the business and affairs of the Corporation which has been prepared for delivery to, and reviewed by, prospective purchasers in order to assist it in making an investment decision in respect of the Purchased Warrants; (cb) its decision to execute this Subscription Agreement subscription agreement and to purchase the Purchased Special Warrants agreed to be purchased hereunder (on its own behalf or on behalf of by others for whom it is contracting hereunder) has not been based upon any verbal or written representations as to fact or otherwise made by or on behalf of the Underwriters Company, the Agent or the Corporation any other person or company and that its decision (or the decision of others for whom it is contracting hereunder) is based entirely upon the Term Sheet and publicly available information concerning the Corporation contained in documents Company which was obtained by the content of which is prescribed by statute or regulation (any such information having been delivered Subscriber and not provided to it without independent investigation by either the Company or verification by the Underwriters)Agent; (dc) the sale of the Purchased Special Warrants was not accompanied by any advertisement in printed media of general and regular paid circulation, radio or television; (e) the Underwriters and each television or any other form of their respective directors, officers, employees, agents and representatives assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of any such publicly available information advertisement or as to whether all information concerning the Corporation required to be disclosed by it has been generally disclosedpart of a general solicitation; and (fd) it (or others for whom it is contracting hereunder) has been advised to consult its own legal advisors with respect to trading in the Special Warrants, the Subject Securities and securities underlying the Subject Securities and to applicable resale restrictions imposed by applicable securities legislation in the jurisdiction in which and it resides, that no representation has been made respecting the applicable hold periods or other resale restrictions applicable to such securities, that the Purchaser (or others for whom it is contracting hereunder) is solely responsible (and neither the Corporation Company nor the Underwriters Agent is in any way responsible) for compliance with applicable resale restrictions restrictions. The Subscriber acknowledges and agrees that it is aware that it may not be able to resell such securities except in accordance with limited exemptions under applicable securities legislation the Special Warrants and regulatory policy; and (g) the Debentures issuable upon exercise of the Special Warrants are otherwise subject to statutory hold periods during which these securities may not be offered, resold or otherwise transferred in Canada, the termsUnited States or elsewhere except in compliance with applicable securities laws and the requirements of applicable stock exchanges and that the Subscriber shall not so offer, conditions resell or otherwise transfer these securities except in compliance with applicable securities laws and provisions the requirements of applicable stock exchanges. The Subscriber confirms that no representation has been made respecting the applicable hold periods for the Special Warrant Indenture and the Underwriting AgreementWarrants. The Purchaser agrees that the Corporation and/or the Underwriters may be required by law or otherwise Subscribers are advised to disclose to regulatory authorities the identity of the Purchaser and each beneficial purchaser of Special Warrants for whom the Purchaser may be actingconsult with their own legal advisers in connection with any applicable resale restrictions.

Prospectus Exemptions. The Purchaser acknowledges and agrees that the sale and delivery of the Purchased Special Warrants to the Purchaser (or to others for whom it is contracting hereunder) Subscriber is conditional upon such sale being exempt from the requirements under applicable securities legislation requiring as to the filing of a prospectus in connection with the distribution of the Special Warrants or and as to the delivery of an offering memorandum (as defined in the applicable securities legislation), legislation or upon 144554\0514777.WP - 4 - the issuance of such rulings, orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum. The Purchaser, on its own behalf (or on behalf of others for whom it is contracting hereunder) Subscriber acknowledges and agrees that: (a) it has received a term sheet in the form attached hereto as Schedule II setting out the principal terms of this Subscription Agreement and the offering of Special Warrants; (b) it (or others for whom it is contracting hereunder) was not provided with, has not received, nor has it requested, nor and does it have any not need to receive, a prospectus or any an offering memorandum, memorandum as defined in the applicable securities legislation or any other document (other than financial statements, interim financial statements or any other similar document, the content of which is prescribed by statute or regulation) describing the business and affairs of the Corporation which has been prepared for delivery to, and reviewed by, prospective purchasers in order to assist it in making an investment decision in respect of the Purchased Warrants; (cb) its decision to execute this Subscription Agreement subscription agreement and to purchase the Purchased Special Warrants agreed to be purchased hereunder (on its own behalf or on behalf of by others for whom it is contracting hereunder) has not been based upon any verbal or written representations as to fact or otherwise made by or on behalf of the Underwriters Company, the Agent or the Corporation any other person or company and that its decision (or the decision of others for whom it is contracting hereunder) is based entirely upon the Term Sheet and publicly available information concerning the Corporation contained in documents Company which was obtained by the content of which is prescribed by statute or regulation (any such information having been delivered Subscriber and not provided to it without independent investigation by either the Company or verification by the Underwriters)Agent; (dc) the sale of the Purchased Special Warrants was not accompanied by any advertisement in printed media of general and regular paid circulation, radio or television; (e) the Underwriters and each television or any form of their respective directors, officers, employees, agents and representatives assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of any such publicly available information advertisement or as to whether all information concerning the Corporation required to be disclosed by it has been generally disclosedpart of a general solicitation; and (fd) it (or others for whom it is contracting hereunder) has been advised to consult its own legal advisors with respect to trading in the Special Warrants, the Subject Securities and securities underlying the Subject Securities and to applicable resale restrictions imposed by applicable securities legislation in the jurisdiction in which and it resides, that no representation has been made respecting the applicable hold periods or other resale restrictions applicable to such securities, that the Purchaser (or others for whom it is contracting hereunder) is solely responsible (and neither the Corporation Company nor the Underwriters Agent is in any way responsible) for compliance with applicable resale restrictions restrictions. The Subscriber acknowledges and agrees that it is aware that it may not be able to resell such securities except in accordance with limited exemptions under applicable securities legislation the Special Warrants, and regulatory policy; and (g) the Debentures issuable upon exercise of the Special Warrants are otherwise subject to statutory hold periods during which these securities may not be offered, resold or otherwise transferred in Canada, the termsUnited States or elsewhere except in compliance with applicable securities laws and the requirements of applicable stock exchanges and that the Subscriber shall not so offer, conditions resell or otherwise transfer these securities except in compliance with applicable securities laws and provisions the requirements of applicable stock exchanges. The Subscriber confirms that no representation has been made respecting the applicable hold periods for the Special Warrant Indenture and the Underwriting AgreementWarrants. The Purchaser agrees that the Corporation and/or the Underwriters may be required by law or otherwise Subscribers are advised to disclose to regulatory authorities the identity of the Purchaser and each beneficial purchaser of Special Warrants for whom the Purchaser may be actingconsult with their own legal advisers in connection with any applicable resale restrictions.