Common use of Public Offering of the Offered Shares Clause in Contracts

Public Offering of the Offered Shares. The Representative hereby advises the Company and the Selling Shareholders that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the Canadian Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed and the Registration Statement has been declared effective, as the Representative, in its sole judgment, has determined is advisable and practicable. Each Underwriter shall be permitted to appoint additional investment dealers or brokers (each, a “Selling Firm”) as its agents in the offering of the Offered Shares and each such Underwriter may determine the remuneration payable to such Selling Firm. The Underwriters may offer the Offered Shares, directly and through Selling Firms or any affiliate of an Underwriter, in the United States for sale to the public or to purchasers otherwise permitted to purchase the Offered Shares in accordance with the Securities Act and the Canadian Securities Laws and upon the terms and conditions set forth in the Registration Statement, the Prospectus, the Time of Sale Prospectus, the Canadian Prospectus and this Agreement. Each Underwriter represents and covenants to the Company that: (i) there has not been, nor will there be, any advertisement or solicitation by such Underwriter in furtherance of the sale of the Offered Shares by it or, to its knowledge, by any Selling Firm in Canada; (ii) it has not offered or sold, directly or indirectly, and it will not offer or sell, directly or indirectly, any of the Offered Shares purchased by it under this Agreement in Canada or to any resident of Canada and it will include in any selling agreement or similar agreement that it may enter into with any Selling Firm with respect to the Offered Shares that such Selling Firm will not make any offers or sales of Offered Shares or any other securities in jurisdictions outside the United States except under circumstances that will result in compliance with the restrictions on offers or sales set forth in the Time of Sale Prospectus and the Prospectus; (iii) it has not authorized or directed, and it will not authorize or direct, any Selling Firm to offer or sell, directly or indirectly, any of the Offered Shares in Canada or to any resident of Canada; and (iv) it will take appropriate steps in its electronic allocation procedures not to allocate Offered Shares to any accounts located in Canada. Each Underwriter shall be severally responsible for the compliance by such Selling Firm with the provisions of this Agreement. For greater certainty, no Underwriter will be liable to the Company under this Section 2(d) with respect to a default by another Underwriter, another Underwriter’s affiliate or another Underwriter’s appointed Selling Firm, as the case may be.

Public Offering of the Offered Shares. The Representative Representatives hereby advises advise the Company and the Selling Shareholders that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the Canadian Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed and executed, the Registration Statement has been declared effectiveeffective and a receipt for the Canadian Prospectus has been obtained, as the RepresentativeRepresentatives, in its their sole judgment, has have determined is advisable and practicable. Each Underwriter shall be permitted to appoint additional investment dealers or brokers (each, a “Selling Firm”) as its agents in the offering of the Offered Shares and each such Underwriter may determine the remuneration payable to such Selling Firm. The Underwriters may offer the Offered Shares, directly and through Selling Firms or any affiliate of an Underwriter, in the Qualifying Jurisdictions and the United States for sale to the public or to purchasers otherwise permitted to purchase the Offered Shares in accordance with the Securities Act and the Canadian Securities Laws and upon the terms and conditions set forth in the Registration Statement, the Prospectus, the Time of Sale Prospectus, the Canadian Prospectus and this Agreement. Each Underwriter represents and covenants to the Company that: (i) there has not been, nor will there be, shall require any advertisement or solicitation Selling Firm appointed by such Underwriter in furtherance of the sale of the Offered Shares by it or, to its knowledge, by any Selling Firm in Canada; (ii) it has not offered or sold, directly or indirectly, and it will not offer or sell, directly or indirectly, any of the Offered Shares purchased by it under this Agreement in Canada or to any resident of Canada and it will include in any selling agreement or similar agreement that it may enter into with any Selling Firm with respect agree to the Offered Shares that foregoing and such Selling Firm will not make any offers or sales of Offered Shares or any other securities in jurisdictions outside the United States except under circumstances that will result in compliance with the restrictions on offers or sales set forth in the Time of Sale Prospectus and the Prospectus; (iii) it has not authorized or directed, and it will not authorize or direct, any Selling Firm to offer or sell, directly or indirectly, any of the Offered Shares in Canada or to any resident of Canada; and (iv) it will take appropriate steps in its electronic allocation procedures not to allocate Offered Shares to any accounts located in Canada. Each Underwriter shall be severally responsible for the compliance by such Selling Firm with the provisions of this Agreement. For greater certainty, no Underwriter will be liable to the Company under this Section 2(d) with respect to a default by another Underwriter, another Underwriter’s affiliate or another Underwriter’s appointed Selling Firm, as the case may be.

Public Offering of the Offered Shares. The Representative Representatives hereby advises advise the Company and the Selling Shareholders that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the Canadian Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed and the Registration Statement has been declared effective, as the RepresentativeRepresentatives, in its their sole judgment, has have determined is advisable and practicable. Each Underwriter shall be permitted to appoint additional investment dealers or brokers (each, a “Selling Firm”) as its agents in the offering of the Offered Shares and each such Underwriter may determine the remuneration payable to such Selling Firm. The Underwriters may offer the Offered Shares, directly and through Selling Firms or any affiliate of an Underwriter, in the United States for sale to the public or to purchasers otherwise permitted to purchase the Offered Shares in accordance with the Securities Act and the Canadian Securities Laws and upon the terms and conditions set forth in the Registration Statement, the Prospectus, the Time of Sale Prospectus, the Canadian Prospectus and this Agreement. Each Underwriter represents and covenants to the Company that: (i) there has not been, nor will there be, any advertisement or solicitation by such Underwriter in furtherance of the sale of the Offered Shares by it or, to its knowledge, by any Selling Firm in Canada; (ii) it has not offered or sold, directly or indirectly, and it will not offer or sell, directly or indirectly, any of the Offered Shares purchased by it under this Agreement in Canada or to any resident of Canada and it will include in any selling agreement or similar agreement that it may enter into with any Selling Firm with respect to the Offered Shares that such Selling Firm will not make any offers or sales of Offered Shares or any other securities in jurisdictions outside the United States except under circumstances that will result in compliance with the restrictions on offers or sales set forth in the Time of Sale Prospectus and the Prospectus; (iii) it has not authorized or directed, and it will not authorize or direct, any Selling Firm to offer or sell, directly or indirectly, any of the Offered Shares in Canada or to any resident of Canada; and (iv) it will take appropriate steps in its electronic allocation procedures not to allocate Offered Shares to any accounts located in Canada. Each Underwriter shall be severally responsible for the compliance by such Selling Firm with the provisions of this Agreement. For greater certainty, no Underwriter will be liable to the Company under this Section 2(d) with respect to a default by another Underwriter, another Underwriter’s affiliate or another Underwriter’s appointed Selling Firm, as the case may be.