Common use of Qualification Procedures Clause in Contracts

Qualification Procedures. Subject to the other applicable provisions of this Agreement, in the case of each Secondary Registration requested by the Holders pursuant to Article 2, the Corporation will, as applicable: (a) as expeditiously as reasonably possible (and, in the case of a Demand Offering, no later than five Business Days after a Demand Offering Request is delivered to the Corporation), prepare and file with the Commissions and the SEC in the English language and, if required, French language, a prospectus supplement and/or an amendment to the Registration Statement or, in the case of a Piggy Back Registration, a prospectus, prospectus supplement and/or registration statement (as applicable, the “Offering Document”) required to permit the requested offering and distribution of Designated Registrable Securities under and in compliance with Securities Laws of the Qualifying Jurisdictions and the SEC, as applicable, together with such other related documents as may be reasonably necessary to be filed in connection with such Offering Document, and take all other steps and proceedings that may be reasonably necessary in order to effect such Demand Offering or Piggy Back Registration; (b) use commercially reasonable efforts to prepare and file with the Commissions and the SEC, as applicable, such amendments and supplements to any Offering Document as may be reasonably necessary to comply with the provisions of Securities Laws with respect to the offering and sale to the public of Designated Registrable Securities, and take such steps as are reasonably necessary to maintain the effectiveness of any such Offering Document until consummation of the applicable offering or such later date as may be contemplated in any underwriting agreement in respect of such offering (such period, the “Distribution Period”); (c) if requested by any managing underwriter(s) or by the Holders, promptly include in any Offering Document or an amendment or supplement to an Offering Document such information as such managing underwriter(s) or Holders may reasonably request in order to permit the intended method of distribution of such securities to comply with Securities Laws and make all required filings of such Offering Document or amendment or supplement as soon as reasonably practicable after the Corporation has received such request; (d) use commercially reasonable efforts to (i) register and qualify, unless an exemption from registration and qualification applies, the resale by the Holders of the Designated Registrable Securities under such other securities or “blue sky” laws of such jurisdictions of the United States as designated by the Holders in their Demand Offering Request, (ii) prepare and file in those jurisdictions such amendments and supplements to such registrations and qualifications as may be reasonably necessary to maintain the effectiveness during the Distribution Period, and (iii) take such other actions as may be necessary or advisable to maintain such registrations and qualifications in effect at all times during the Distribution Period; provided, that the Corporation shall not be required in connection therewith or as a condition thereto to (A) qualify to do business as a foreign corporation or dealer in any jurisdiction where it would not otherwise be required to qualify but for this Section 3.1(d), (B) subject itself to any taxation in any jurisdiction where it is not so subject, or (C) consent to general service of process in any jurisdiction where it is not so subject. The Corporation shall promptly notify the Holders of the receipt by the Corporation of any notification with respect to the suspension of the registration or qualification of any of the Designated Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction of the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose; (e) furnish to the Holders and any underwriters, upon their request, such number of copies of any Prospectus (including any documents incorporated therein by reference) and such other relevant documents as the Holders may reasonably request in order to facilitate the distribution of the Designated Registrable Securities; (f) furnish to the Holders and any underwriters of any such distribution: (i) an opinion of Canadian and/or United States counsel to the Corporation, addressed to the Holders and the underwriters of such distribution and dated the closing date of the distribution, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering in Canada and/or the United States; (ii) in respect of any Designated Registrable Securities offered and sold in the United States, a “negative assurance letter” addressed to the Holders and the underwriter(s) of such distribution and dated the closing date of the distribution, in form and substance as is customarily given by counsel to the underwriters in an underwritten public offering in the United States; (iii) “cold comfort” letters addressed to the Holders (subject to the auditors’ receipt of any required representation letters from Holders) and the underwriters and dated the date of the pricing and the closing date of the distribution from the auditors of the Corporation, in customary form for underwritten public offerings in Canada or the United States, as applicable, and covering such matters of the type customarily covered by “cold comfort” letters as the underwriters reasonably request; (iv) opinions of Québec counsel to the Corporation and the auditors of the Corporation addressed to the Holders and the underwriter(s) of such distribution relating to the translation of any Prospectus filed with any of the Commissions and compliance with French language laws, such opinions being dated the date of any preliminary prospectus supplement, the date of the final prospectus supplement and the closing date; and (v) such corporate certificates as are customarily furnished in securities offerings in Canada or the United States, as applicable, and, in each case, covering substantially the same matters as are customarily covered in such documents in the relevant jurisdictions and such other matters as the Holders or the underwriters may reasonably request; (g) if at any time during the Distribution Period the Corporation discovers the occurrence of any event as a result of which the Prospectus, as then in effect, includes a misrepresentation, notify the Holders as expeditiously as reasonably possible and, at the request of the Holders, prepare as promptly as is reasonably practicable and furnish to the Holders and any underwriters a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such Prospectus shall not include a misrepresentation; (h) otherwise use its commercially reasonable efforts to comply with all Securities Laws and the published policies, rules and regulations of the any stock exchange and over-the-counter market on which the Common Shares are then listed or quoted, including by using commercially reasonable efforts to list on such stock exchange, by the closing date for such distribution, all Designated Registrable Securities offered; (i) maintain a transfer agent and registrar for all such Designated Registrable Securities; (j) in the event that the Registrable Securities are being offered in an underwritten offering, enter into an underwriting agreement containing such representations and warranties by the Corporation and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions and indemnification agreements substantially consistent with the provisions of this Agreement including, without limitation, Section 4.2 and such other documents on such terms and conditions as are customary in secondary offerings and take all such other actions as permitted by law as the Holders or the underwriter or underwriters may reasonably request in order to expedite or facilitate the distribution of the Designated Registrable Securities it being agreed that the officers of the Corporation shall not be required to participate in any “road show” activities in connection with any such offering; (k) in the event that any Registrable Securities are being offered in the United States, cooperate with the Holders and each underwriter or agent participating in the disposition of Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA, including the use of commercially reasonable efforts to obtain FINRA’s pre-clearance or pre-approval of any applicable Prospectus (for the avoidance of doubt, including the Registration Statement) upon filing with the SEC; (l) as promptly as is reasonably practicable notify the Holders (i) when the Offering Document and any amendment or supplement has been filed and, with respect to such Offering Document and any amendment or supplement, when the same has become effective; (ii) of any request by any of the Commissions, the SEC or any other federal or state governmental authority for amendments or supplements to any applicable Prospectus; (iii) of the issuance by any of the Commissions or the SEC of any order or ruling suspending the effectiveness of any applicable Prospectus or otherwise preventing the use of such Prospectus; (iv) of the receipt by the Corporation of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Designated Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (m) during the Qualification Period, the Corporation will promptly prepare and file French translations of all documents incorporated by reference into any Prospectus filed with any of the Commissions.

Qualification Procedures. Subject In connection with the obligations of the Issuer and the Guarantors with respect to the other applicable provisions of this Agreement, in the case of each Secondary Registration requested by the Holders Canadian Prospectuses pursuant to Article 2Section 2 hereof, the Corporation will, Issuer and Parent shall as applicableexpeditiously as reasonably practicable: (a) as expeditiously as reasonably possible (and, in the case of a Demand Offering, no later than five Business Days after a Demand Offering Request is delivered to the Corporation), prepare and file with the Canadian Securities Commissions the Prospectus complying as to form in all material respects with the requirements of Canadian Securities Laws and include or incorporate all financial statements as required by the SEC in Canadian Securities Laws, and use its reasonable best efforts to obtain a Final MRRS Decision Document for the English language andProspectus and to ensure that no cease trade, if required, French language, a prospectus supplement and/or an amendment to stop order or other order or requirement of any Canadian Securities Commission or any other governmental agency or court interferes with the Registration Statement or, in the case of a Piggy Back Registration, a prospectus, prospectus supplement and/or registration statement (as applicable, the “Offering Document”) required to permit the requested offering and distribution of Designated Registrable the Exchange Securities under and the Exchange Offer in compliance accordance with Securities Laws of the Qualifying Jurisdictions and the SEC, as applicable, together with such other related documents as may be reasonably necessary to be filed in connection with such Offering Document, and take all other steps and proceedings that may be reasonably necessary in order to effect such Demand Offering or Piggy Back RegistrationSection 2 hereof; (b) use commercially reasonable efforts to prepare and file with the Canadian Securities Commissions and the SEC, as applicable, such amendments and supplements to any Offering Document the Prospectus as may be reasonably necessary to comply with the provisions of under Canadian Securities Laws with respect to during the offering and sale to the public period of Designated Registrable Securities, and take such steps as are reasonably necessary to maintain the effectiveness of any such Offering Document until consummation distribution of the applicable offering or such later date as may be contemplated in any underwriting agreement in respect of such offering (such period, Exchange Securities under the “Distribution Period”)Exchange Offer; (c) if requested by use their reasonable best efforts to cooperate with the Representatives in connection with any managing underwriter(s) filings required to be made with any regulatory authority in Canada and do any and all other acts and things which may be reasonably necessary or by advisable to enable Holders in each Qualifying Province to consummate the Holders, promptly include in any Offering Document or an amendment or supplement to an Offering Document such information as such managing underwriter(s) or Holders may reasonably request in order to permit the intended method of distribution exchange of such securities to comply with Qualification Securities Laws and make all owned by such Holder; provided, however, that the Parent shall not be required filings of such Offering Document or amendment or supplement as soon as reasonably practicable after the Corporation has received such request; (d) use commercially reasonable efforts to (i) register and qualify, unless an exemption from registration and qualification applies, the resale by the Holders of the Designated Registrable Securities under such other securities or “blue sky” laws of such jurisdictions of the United States as designated by the Holders in their Demand Offering Request, (ii) prepare and file in those jurisdictions such amendments and supplements to such registrations and qualifications as may be reasonably necessary to maintain the effectiveness during the Distribution Period, and (iii) take such other actions as may be necessary or advisable to maintain such registrations and qualifications in effect at all times during the Distribution Period; provided, that the Corporation shall not be required in connection therewith or as a condition thereto to (A) qualify to do business as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3.1(d3(d), (Bii) file any general consent to service of process in any such jurisdiction, or (iii) subject itself to any taxation in any such jurisdiction where if it is not so subject; (d) notify the Representatives and counsel for the Holders promptly and, if requested by any such Representative or counsel, confirm such advice in writing (i) when a Final MRRS Decision Document has been issued by the NSSC for the Prospectus and when any amendment thereto has been filed and when any MRRS decision document or receipt is issued in respect thereof, (ii) of any request by the Canadian Securities Commissions for amendments or supplements to either Canadian Prospectus or for additional information after a Final MRRS Decision Document has been issued for the Prospectus, (iii) of the issuance by any Canadian Securities Commissions of any order suspending or preventing the use of a Canadian Prospectus or any supplementary material or of any cease trade or similar order affecting the Securities or Exchange Securities or the initiation of to the knowledge of the Issuer and Guarantors, threatening of any proceedings for that purpose, or (Civ) consent to general service if, between the date of process the Final MRRS Decision Document in respect of the Prospectus and the closing of any sale or exchange of Exchange Securities qualified thereby, the representations and warranties of the Issuer or any Guarantor contained in any jurisdiction where it is not so subject. The Corporation shall promptly notify underwriting agreement, securities sales agreement or other similar agreement, if any, relating to an offering of such Qualification Securities cease to be true and correct in all material respects or if the Holders Issuer or any Guarantor receives any notification of the receipt by the Corporation issuance of any notification with respect to order suspending or preventing the suspension use of the registration a Canadian Prospectus or qualification any supplementary material or of any of cease trade or similar order affecting the Designated Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction of the United States Exchange Securities or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose; (e) furnish use reasonable best efforts to prevent the issuance of any order suspending or preventing the use of a Canadian Prospectus or any Supplementary Material or of any cease trade or similar order affecting the Securities or Exchange Securities and if such an order or cease trade is issued to obtain the lifting or withdrawal as soon as reasonably possible and provide notice as promptly as practicable to the Holders and any underwriters, upon their request, such number Representatives of copies the lifting or withdrawal of any Prospectus (including any documents incorporated therein by reference) and such other relevant documents as the Holders may reasonably request in order to facilitate the distribution of the Designated Registrable Securitiesorder; (f) deliver to each of the Initial Purchasers promptly after the filing thereof a copy of each Canadian Prospectus and any Supplementary Material filed with the Canadian Securities Commissions and furnish to each Holder of Qualification Securities, without charge, at least one conformed copy of the Holders Prospectus and any underwriters amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested); (g) within a reasonable time prior to the filing of any Canadian Prospectus or amendment or supplement to a Canadian Prospectus or, after the filing of the Preliminary Prospectus and prior to the time at which the Exchange Offer is consummated, of any document that is to be incorporated by reference into a Canadian Prospectus, provide copies of such distribution:document to the Representatives and their counsel and make such of the representatives of the Issuer and the Guarantors as shall be reasonably requested by the Initial Purchasers or their counsel available for discussion of such document, and the Parent or Issuer shall not at any time file with any Canadian Securities Commission (or file any amendment to) any Canadian Prospectus, or any document that is to be incorporated by reference into a Canadian Prospectus, of which the Representatives and counsel to the Initial Purchasers shall not have previously been advised and furnished a copy (within a reasonable period of time prior to such filing) or to which the Representatives or counsel to the Initial Purchasers shall reasonably object; (h) prior to the filing of the Preliminary Prospectus and thereafter and prior to the filing of the Prospectus, allow the Initial Purchasers and Sub-Purchasers to participate fully in the preparation of such documents (or any supplement or amendment thereto) and allow the Initial Purchasers to conduct all due diligence which the Initial Purchasers or Sub-Purchasers may reasonably require in order to fulfil their obligations as agents or underwriters and in order to enable the Initial Purchasers (or their Canadian affiliate Sub-Purchaser) to responsibly execute the certificate required to be executed at the end of such documents; (i) an opinion ensure that at the respective times of Canadian and/or United States counsel filing and at all times subsequent to the Corporationfiling thereof during the distribution of the Exchange Securities, addressed the Canadian Prospectuses will comply with the requirements of the Canadian Securities Laws and will provide full, true and plain disclosure of all material facts relating to Issuer, Parent and the Exchange Securities as required by the Canadian Securities Laws (and inform the Initial Purchasers promptly upon the occurrence of any event or state of affairs that may result in a Canadian Prospectus not providing full, true and plain disclosure of all such material facts), and that the Canadian Prospectuses will not contain any misrepresentation, provided that the foregoing shall not apply with respect to statements contained in such documents included in reliance upon and in conformity with written information furnished to Issuer or Parent by or on behalf of the Initial Purchasers relating to the Holders and the underwriters of such distribution and dated the closing date of the distribution, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering in Canada and/or the United StatesInitial Purchasers or Sub-Purchasers specifically for use therein; (iij) promptly inform the Representatives in respect writing during the period of distribution of the Exchange Securities of the full particulars of any Designated Registrable Securities offered and sold material change, or event which the Issuer or Parent reasonably believes will become a material change, before the completion of the Exchange Offer that they become aware of in the United Statesassets, liabilities, business or operations of Issuer or Parent or of any change in any material fact contained or referred to in either of the Canadian Prospectuses or any amendment thereto, which is, or may be, of such a “negative assurance letter” addressed nature as to render the Canadian Prospectuses or either of them untrue, false or misleading in a material respect or result in a misrepresentation; (k) from the date the Preliminary Prospectus is filed with the Canadian Securities Commissions until the completion of the distribution (as defined in applicable Canadian Securities Laws) of the Exchange Securities, Issuer and Parent will comply with Section 57 of the Securities Act (Ontario) and with the comparable provisions of all other Canadian Securities Laws and, after the date hereof and prior to the Holders completion of such distribution, Issuer and Parent will promptly advise the underwriter(sRepresentatives in writing of any material change (as defined in Section 1(1) of the Securities Act (Ontario)) with respect to the Issuer or Parent), or any amendments or supplements or ancillary material filed with the Canadian Securities Commissions ("Supplementary Material") which is of such distribution a nature as to render the applicable Canadian Prospectus or any Supplementary Material untrue or misleading in any material respect, it being understood and dated the closing date agreed that Issuer and Parent will prepare and file promptly any required amendment to either of the distributionCanadian Prospectuses and will otherwise comply with all legal requirements necessary to continue to qualify the distribution of the Exchange Securities in the Qualifying Provinces, provided that Issuer and Parent shall in good faith discuss with the Representatives any change in circumstances (actual, proposed or prospective) which results or could reasonably be expected to result in any material change or change in a material fact and shall consult with the Representatives with respect to the form and substance as is customarily given content of any amendment proposed to be filed by the Issuer or Parent, it being understood and agreed that no such amendment shall be filed with any Canadian Securities Commission prior to the review thereof by counsel to the underwriters in an underwritten public offering in the United StatesInitial Purchaser; (iiil) “deliver to the Initial Purchasers and Sub-Purchasers, without charge, in Toronto, contemporaneously with or prior to the issuance of a Preliminary MRRS Decision Document (i) copies of the Preliminary Prospectus (or at such time as any amendment or supplement thereto is filed, such amendment or supplement) in the English language and/or French language signed as required by Canadian Securities Laws as the Initial Purchasers may reasonably request for the purposes contemplated hereunder and contemplated by relevant securities laws and such delivery shall constitute the consent of Issuer and Parent with respect to the Preliminary Prospectus and any amendment or supplement thereto, if applicable, to use such documents in connection with the distribution of the Exchange Securities, subject to the provisions of all Canadian Securities Laws and (ii) a copy of any other document required to be filed by the Issuer or Parent under Canadian Securities Laws in connection with the filing of the Preliminary Prospectus or any amendment or supplement thereto in the Qualifying Provinces; (m) deliver to the Initial Purchasers and Sub-Purchasers, without charge, in Toronto, contemporaneously with or prior to the issuance of a Final MRRS Decision Document (i) copies of the Prospectus (or at such time as any amendment or supplement thereto is filed, such amendment or supplement) in the English language and/or French language signed as required by Canadian Securities Laws as the Initial Purchasers may reasonably request for the purposes contemplated hereunder and contemplated by relevant securities laws and such delivery shall constitute the consent of Issuer and Parent with respect to the Prospectus and any amendment thereto, if applicable, to use such documents in connection with the distribution of the Exchange Securities, subject to the provisions of all Canadian Securities Laws and (ii) a copy of any other document required to be filed by Issuer or Parent under Canadian Securities Laws in connection with the filing of the Prospectus or any amendment or supplement thereto in the Qualifying Provinces; provided that each of the delivery by Issuer or Parent to the Initial Purchasers or Sub-Purchasers of either of the Canadian Prospectuses and any amendment or supplement thereto, if applicable, and the exchange of any Exchange Securities for Qualification Securities shall constitute the Issuer and Parent's representation and warranty to the Initial Purchasers and Sub-Purchasers that, at the respective times of such delivery or exchange, as the case may be, the information and statements contained or referred to therein (except information and statements relating solely to the Initial Purchasers and Sub-Purchasers) are true and correct in all material respects, contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Exchange Securities as required by the Canadian Securities Laws; (n) at the time of filing the Prospectus (and at or before the filing of any amendment or supplement thereto) including the filing of any additional document to be incorporated by reference into the Prospectus with the Canadian Securities Commissions, deliver to the Initial Purchasers and Sub-Purchasers (i) a "cold comfort” letters " letter from the independent registered public accounting firm of the Issuer and Parent (and, if necessary, any other independent registered public accounting firm of any of their subsidiaries, or of any Person or business acquired by the Parent for which financial statements and financial data are or are required to be, included in the Prospectus or in the documents incorporated or deemed to be incorporated therein) addressed to the Holders (subject Initial Purchasers and Sub-Purchasers, such letters to the auditors’ receipt of any required representation letters from Holders) and the underwriters and dated the date of the pricing and the closing date of the distribution from the auditors of the Corporation, be in customary form for underwritten public offerings in Canada or the United States, as applicable, and covering such matters of the type customarily covered by “in "cold comfort” " letters in connection with underwritten offerings, (ii) an opinion of its independent registered public accounting firm addressed to the Initial Purchasers and Sub-Purchasers, in form and substance satisfactory to the Initial Purchasers and their counsel, to the effect that the French language version of any financial statements (or any financial data derived from the financial statements) in the Canadian Prospectuses or any amendment or supplement thereto (the "Financial Information") to the effect that the French language version of such Financial Information is, in all material respects, a complete and accurate translation of the English language version thereof; and (iii) an opinion of Quebec counsel to the Issuer addressed to the Initial Purchasers and Sub-Purchasers, in form and substance satisfactory to the Initial Purchasers and their counsel, to the effect that, except for the Financial Information, as to which they express no opinion, the underwriters reasonably requestFrench language version of each of the Canadian Prospectuses or any amendment or supplement thereto is, in all material respects, a complete and accurate translation of the English version thereof; (o) at the time of exchange of any Qualification Securities for Exchange Securities, deliver to the Initial Purchasers and Sub-Purchasers (i) a letter addressed from the independent registered public accounting firm of the Issuer and Parent reaffirming the contents of the "cold comfort" letter referred to in section (n)(i) above; (ii) an opinion of its independent registered public accounting firm addressed to the Initial Purchasers similar in form and substance to the opinion delivered pursuant to section (n)(ii) above; (iii) an opinion of Quebec counsel to the Issuer addressed to the Initial Purchasers similar in form and substance to the opinion delivered pursuant to section (n)(iii) above; (iv) opinions of Québec Canadian and U.S. counsel to the Corporation Issuer and Parent (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the auditors of the Corporation Initial Purchasers and their respective counsel) addressed to the Holders Initial Purchasers and Sub-Purchasers covering the underwriter(s) of such distribution relating matters customarily covered in opinions requested in underwritten offerings, modified to take into account the translation of any Prospectus filed with any of the Commissions exchange offer structure; and compliance with French language laws, such opinions being dated the date of any preliminary prospectus supplement, the date of the final prospectus supplement and the closing date; and (v) such corporate documents, certificates and opinions as are customarily furnished in securities offerings in Canada or the United States, as applicable, and, in each case, covering substantially the same matters as are customarily covered in such documents in the relevant jurisdictions and such other matters as the Holders or the underwriters they may reasonably requestrequest for the purpose of enabling counsel to the Initial Purchasers and Sub-Purchasers to pass upon the issuance and sale of the Exchange Securities as contemplated in this Agreement and the matters referred to in their respective legal opinions; (gp) if at any time during the Distribution Period the Corporation discovers the occurrence of any event as a result of which the Prospectus, as then in effect, includes a misrepresentation, notify the Holders as expeditiously as reasonably possible and, at the request of the Holders, prepare as promptly as is reasonably practicable and furnish to the Holders and any underwriters a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers Initial Purchasers and Sub-Purchasers a signed opinion of such securitiesDavies ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, such Prospectus shall not include a misrepresentation; (h) otherwise use its commercially reasonable efforts to comply with all Securities Laws and the published policiesCanadian counsel, rules and regulations of the any stock exchange and over-the-counter market on which the Common Shares are then listed or quoted, including by using commercially reasonable efforts to list on such stock exchange, by the closing date for such distribution, all Designated Registrable Securities offered; (i) maintain a transfer agent and registrar for all such Designated Registrable Securities; (j) in the event that the Registrable Securities are being offered in an underwritten offering, enter into an underwriting agreement containing such representations and warranties by the Corporation and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions and indemnification agreements substantially consistent with the provisions of this Agreement including, without limitation, Section 4.2 and such other documents on such terms and conditions as are customary in secondary offerings and take all such other actions as permitted by law as the Holders or the underwriter or underwriters may reasonably request in order to expedite or facilitate the distribution of the Designated Registrable Securities it being agreed that the officers of the Corporation shall not be required to participate in any “road show” activities in connection with any such offering; (k) in the event that any Registrable Securities are being offered in the United States, cooperate with the Holders and each underwriter or agent participating in the disposition of Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA, including the use of commercially reasonable efforts to obtain FINRA’s pre-clearance or pre-approval of any applicable Prospectus (for the avoidance of doubt, including the Registration Statement) upon filing with the SEC; (l) as promptly as is reasonably practicable notify the Holders (i) when the Offering Document and any amendment or supplement has been filed and, with respect to such Offering Document and any amendment or supplement, when the same has become effective; (ii) of any request by any of the Commissions, the SEC or any other federal or state governmental authority for amendments or supplements to any applicable Prospectus; (iii) of the issuance by any of the Commissions or the SEC of any order or ruling suspending the effectiveness of any applicable Prospectus or otherwise preventing the use of such Prospectus; (iv) of the receipt by the Corporation of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Designated Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (m) during the Qualification Period, the Corporation will promptly prepare and file French translations of all documents incorporated by reference into any Prospectus filed with any of the Commissions.an

Qualification Procedures. Subject to the other applicable provisions of this Agreement, in In the case of each Secondary Registration requested Distribution to be effected by RCMCI pursuant to this Agreement, RCMCI shall keep each Holder reasonably informed as to the terms and timing of such Distribution and shall permit a representative of the Holders pursuant participating in the Distribution a reasonable opportunity to Article 2participate in the process leading to the Distribution. In the event of any underwriting as part of a Distribution, no Class B Shares shall be sold by a Holder during the Corporation willcourse of such Distribution except through such underwriting. Subject to section 2.6, as applicableat its expense RCMCI will in connection with each Distribution: (a) as expeditiously as reasonably possible (and, in the case of a Demand Offering, no later than five Business Days after a Demand Offering Request is delivered to the Corporation), practicable prepare and file with the Commissions appropriate securities regulatory authorities a Prospectus and the SEC in the English language and, if required, French language, a prospectus supplement and/or an amendment to the Registration Statement or, in the case of a Piggy Back Registration, a prospectus, prospectus supplement and/or registration statement (as applicable, the “Offering Document”) required any other documents necessary or incidental thereto to permit the requested offering and distribution Distribution of Designated Registrable Securities under the Class B Shares and, in so doing, act as expeditiously as may be practicable and in compliance with Securities Laws of the Qualifying Jurisdictions good faith to settle all deficiencies and the SEC, as applicable, together with obtain such other related documents receipts and clearances and provide such undertakings and commitments as may be reasonably required by any securities regulatory authority, all as may be necessary to be filed permit the Distribution of the Class B Shares in connection compliance with such Offering Document, and take all other steps and proceedings that may be reasonably necessary in order to effect such Demand Offering or Piggy Back Registrationapplicable securities laws; (b) use commercially reasonable efforts to prepare and file with the Commissions and the SEC, as applicable, such amendments and supplements to any Offering Document as may be reasonably necessary to comply with the provisions of Securities Laws with respect to the offering and sale to the public of Designated Registrable Securities, and take such steps as are reasonably necessary to maintain the effectiveness of any such Offering Document until consummation of the applicable offering or such later date as may be contemplated in any underwriting agreement in respect of such offering (such period, the “Distribution Period”); (c) if requested by any managing underwriter(s) or by the Holders, promptly include in any Offering Document or an amendment or supplement to an Offering Document such information as such managing underwriter(s) or Holders may reasonably request in order to permit the intended method of distribution of such securities to comply with Securities Laws and make all required filings of such Offering Document or amendment or supplement as soon as reasonably practicable after the Corporation has received such request; (d) use commercially reasonable efforts to (i) register and qualify, unless an exemption from registration and qualification applies, the resale by the Holders of the Designated Registrable Securities under such other securities or “blue sky” laws of such jurisdictions of the United States as designated by the Holders in their Demand Offering Request, (ii) prepare and file in those jurisdictions such amendments and supplements to such registrations and qualifications as may be reasonably necessary to maintain the effectiveness during the Distribution Period, and (iii) take such other actions as may be necessary or advisable to maintain such registrations and qualifications in effect at all times during the Distribution Period; provided, that the Corporation shall not be required in connection therewith or as a condition thereto to (A) qualify to do business as a foreign corporation or dealer in any jurisdiction where it would not otherwise be required to qualify but for this Section 3.1(d), (B) subject itself to any taxation in any jurisdiction where it is not so subject, or (C) consent to general service of process in any jurisdiction where it is not so subject. The Corporation shall promptly notify the Holders of the receipt by the Corporation of any notification with respect to the suspension of the registration or qualification of any of the Designated Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction of the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose; (e) furnish to the Holders and any underwriters, upon their request, such number of copies of any Prospectus (including any Prospectuses and other documents incorporated therein by reference) and such other relevant documents incidental thereto as the Holders a Holder from time to time may reasonably request in order to facilitate the distribution Distribution of Class B Shares owned by it; (c) subject to applicable laws, keep the Designated Registrable SecuritiesProspectus effective until the Holder or Holders have completed the Distribution described in the Prospectus; (d) in the event of any underwritten Distribution, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the lead underwriter of such Distribution; (e) cause all such Class B Shares to be Distributed to be listed on each securities exchange on which the Class B Shares are then listed and traded; (f) furnish provide a transfer agent and registrar for all Class B Shares to be Distributed not later than the date of filing of the final Prospectus; and (g) use its reasonable commercial efforts to furnish, at the request of any Holder participating in the Distribution, on the date that such Class B Shares are delivered to the Holders and any underwriters of any such distributionfor sale in connection with the Distribution pursuant to section 2.3: (i) an opinion opinion, dated such date, of Canadian and/or United States counsel RCMCI's Counsel for the purposes of such Distribution, in form and substance as is customarily given to the Corporationunderwriters in an underwritten public offering, addressed to the Holders and the underwriters of underwriters, if any; and (ii) a letter dated such distribution and dated the closing date of the distributiondate, from RCMCI's auditors, in form and substance as is customarily given by company counsel auditors to the underwriters in an underwritten public offering in Canada and/or the United States; (ii) in respect of any Designated Registrable Securities offered and sold in the United Statesoffering, a “negative assurance letter” addressed to the Holders and the underwriter(s) of such distribution and dated the closing date of the distributionunderwriters, in form and substance as is customarily given by counsel to the underwriters in an underwritten public offering in the United States; (iii) “cold comfort” letters addressed to the Holders (subject to the auditors’ receipt of any required representation letters from Holders) and the underwriters and dated the date of the pricing and the closing date of the distribution from the auditors of the Corporation, in customary form for underwritten public offerings in Canada or the United States, as applicable, and covering such matters of the type customarily covered by “cold comfort” letters as the underwriters reasonably request; (iv) opinions of Québec counsel to the Corporation and the auditors of the Corporation addressed to the Holders and the underwriter(s) of such distribution relating to the translation of any Prospectus filed with any of the Commissions and compliance with French language laws, such opinions being dated the date of any preliminary prospectus supplement, the date of the final prospectus supplement and the closing date; and (v) such corporate certificates as are customarily furnished in securities offerings in Canada or the United States, as applicable, and, in each case, covering substantially the same matters as are customarily covered in such documents in the relevant jurisdictions and such other matters as the Holders or the underwriters may reasonably request; (g) if at any time during the Distribution Period the Corporation discovers the occurrence of any event as a result of which the Prospectus, as then in effect, includes a misrepresentation, notify the Holders as expeditiously as reasonably possible and, at the request of the Holders, prepare as promptly as is reasonably practicable and furnish to the Holders and any underwriters a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such Prospectus shall not include a misrepresentation; (h) otherwise use its commercially reasonable efforts to comply with all Securities Laws and the published policies, rules and regulations of the any stock exchange and over-the-counter market on which the Common Shares are then listed or quoted, including by using commercially reasonable efforts to list on such stock exchange, by the closing date for such distribution, all Designated Registrable Securities offered; (i) maintain a transfer agent and registrar for all such Designated Registrable Securities; (j) in the event that the Registrable Securities are being offered in an underwritten offering, enter into an underwriting agreement containing such representations and warranties by the Corporation and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions and indemnification agreements substantially consistent with the provisions of this Agreement including, without limitation, Section 4.2 and such other documents on such terms and conditions as are customary in secondary offerings and take all such other actions as permitted by law as the Holders or the underwriter or underwriters may reasonably request in order to expedite or facilitate the distribution of the Designated Registrable Securities it being agreed that the officers of the Corporation shall not be required to participate in any “road show” activities in connection with any such offering; (k) in the event that any Registrable Securities are being offered in the United States, cooperate with the Holders and each underwriter or agent participating in the disposition of Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA, including the use of commercially reasonable efforts to obtain FINRA’s pre-clearance or pre-approval of any applicable Prospectus (for the avoidance of doubt, including the Registration Statement) upon filing with the SEC; (l) as promptly as is reasonably practicable notify the Holders (i) when the Offering Document and any amendment or supplement has been filed and, with respect to such Offering Document and any amendment or supplement, when the same has become effective; (ii) of any request by any of the Commissions, the SEC or any other federal or state governmental authority for amendments or supplements to any applicable Prospectus; (iii) of the issuance by any of the Commissions or the SEC of any order or ruling suspending the effectiveness of any applicable Prospectus or otherwise preventing the use of such Prospectus; (iv) of the receipt by the Corporation of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Designated Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (m) during the Qualification Period, the Corporation will promptly prepare and file French translations of all documents incorporated by reference into any Prospectus filed with any of the Commissionsany.

Qualification Procedures. Subject 4.1 If the Company is required by the provisions hereof to use its best efforts to effect the qualification or offering for sale to the other applicable provisions public of this Agreement, in any of the case of each Secondary Registration requested by the Holders pursuant to Article 2Participant Shares or Warrants, the Corporation Company will, as applicableexpeditiously as possible: (a) prepare and file a preliminary Prospectus with respect to such Participant Shares and use its best efforts to cause the Commission to issue a receipt for a final Prospectus as expeditiously required for the disposition of such Participant Shares by the holders thereof or prepare and complete such other offering document as reasonably possible (andmay be necessary or advisable in order to effect a Private Placement of Participant Shares or Warrants, in as the case of a Demand Offering, no later than five Business Days after a Demand Offering Request is delivered to the Corporation), may be; (b) prepare and file with the Commissions and the SEC in the English language and, if required, French language, a prospectus supplement and/or an amendment Commission such supplements or amendments to the Registration Statement or, in the case of a Piggy Back Registration, a prospectus, prospectus supplement and/or registration statement (as applicable, the “Offering Document”) required to permit the requested offering and distribution of Designated Registrable Securities under and in compliance with Securities Laws of the Qualifying Jurisdictions and the SEC, as applicable, together with such other related documents Prospectus as may be reasonably necessary to be filed keep such Prospectus accurate in connection with such Offering Document, all material respects and take all other steps and proceedings that may be reasonably necessary in order to effect such Demand Offering or Piggy Back Registration; (b) use commercially reasonable efforts to prepare and file with the Commissions and the SEC, as applicable, such amendments and supplements to any Offering Document as may be reasonably necessary to comply with the provisions of the Securities Laws Act with respect to the offering and sale to the of all Participant Shares covered by such Prospectus until such time as all such Participant Shares have been disposed of in a public of Designated Registrable Securities, and take such steps as are reasonably necessary to maintain the effectiveness of any such Offering Document until consummation of the applicable offering or such later date as may be contemplated in any underwriting agreement in respect of such offering (such period, the “Distribution Period”)offering; (c) if requested by furnish to such selling Participants such number of copies of a Prospectus, including a preliminary Prospectus, in conformity with the requirements of the Securities Act, and such other documents (including any managing underwriter(s) or by the Holdersother offering documents), promptly include in any Offering Document or an amendment or supplement to an Offering Document such information as such managing underwriter(s) or Holders selling Participants may reasonably request in order to permit the intended method of distribution of such securities to comply with Securities Laws and make all required filings of such Offering Document or amendment or supplement as soon as reasonably practicable after the Corporation has received such request; (d) use commercially reasonable its best efforts to (i) register and qualify, unless an exemption from registration and qualification applies, qualify the resale Participant Shares covered by the Holders of the Designated Registrable Securities such Prospectus under such other securities or “blue sky” laws of such jurisdictions within Canada where the Company is a Reporting Issuer on the date of the United States request as designated each Participant shall reasonably request and do such other reasonable acts and things as may be required of it to enable such Participant to consummate the disposition in such jurisdiction of the Participant Shares covered by such Prospectus; (e) furnish, at the Holders request of any Participant requesting qualification or offering for sale to the public of Participant Shares or Warrants, on the date that such Participant Shares or Warrants are delivered to the underwriters for sale pursuant to such qualification or offering, (i) an opinion, dated such date, of the independent counsel representing the Company for the purposes of such qualification or offering, addressed to the underwriters, covering such legal matters in their Demand Offering Request, respect of which such opinion is being given as such Participants may reasonably request; and (ii) prepare a letter dated such date, from the independent chartered accountants of the Company, addressed to the underwriters, stating that they are independent chartered accountants and file that, in those jurisdictions the opinion of such amendments accountants, the financial statements and supplements other financial data of the Company included in the Prospectus or other offering document, or any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act. Such letter from the independent chartered accountants shall additionally cover such registrations other financial matters (including information as to the period ending not more than five Business Days prior to the date of such letter) with respect to the qualification in respect of which such letter is being given as such Participants may reasonably request; and (f) enter into customary agreements (including an underwriting agreement in customary form) and qualifications as may be reasonably necessary to maintain the effectiveness during the Distribution Period, and (iii) take such other actions as may be necessary or advisable to maintain such registrations and qualifications in effect at all times during the Distribution Period; provided, that the Corporation shall not be are reasonably required in connection therewith or as a condition thereto to (A) qualify to do business as a foreign corporation or dealer in any jurisdiction where it would not otherwise be required to qualify but for this Section 3.1(d), (B) subject itself to any taxation in any jurisdiction where it is not so subject, or (C) consent to general service of process in any jurisdiction where it is not so subject. The Corporation shall promptly notify the Holders of the receipt by the Corporation of any notification with respect to the suspension of the registration or qualification of any of the Designated Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction of the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose; (e) furnish to the Holders and any underwriters, upon their request, such number of copies of any Prospectus (including any documents incorporated therein by reference) and such other relevant documents as the Holders may reasonably request in order to facilitate the distribution of the Designated Registrable Securities; (f) furnish to the Holders and any underwriters of any such distribution: (i) an opinion of Canadian and/or United States counsel to the Corporation, addressed to the Holders and the underwriters of such distribution and dated the closing date of the distribution, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering in Canada and/or the United States; (ii) in respect of any Designated Registrable Securities offered and sold in the United States, a “negative assurance letter” addressed to the Holders and the underwriter(s) of such distribution and dated the closing date of the distribution, in form and substance as is customarily given by counsel to the underwriters in an underwritten public offering in the United States; (iii) “cold comfort” letters addressed to the Holders (subject to the auditors’ receipt of any required representation letters from Holders) and the underwriters and dated the date of the pricing and the closing date of the distribution from the auditors of the Corporation, in customary form for underwritten public offerings in Canada or the United States, as applicable, and covering such matters of the type customarily covered by “cold comfort” letters as the underwriters reasonably request; (iv) opinions of Québec counsel to the Corporation and the auditors of the Corporation addressed to the Holders and the underwriter(s) of such distribution relating to the translation of any Prospectus filed with any of the Commissions and compliance with French language laws, such opinions being dated the date of any preliminary prospectus supplement, the date of the final prospectus supplement and the closing date; and (v) such corporate certificates as are customarily furnished in securities offerings in Canada or the United States, as applicable, and, in each case, covering substantially the same matters as are customarily covered in such documents in the relevant jurisdictions and such other matters as the Holders or the underwriters may reasonably request; (g) if at any time during the Distribution Period the Corporation discovers the occurrence of any event as a result of which the Prospectus, as then in effect, includes a misrepresentation, notify the Holders as expeditiously as reasonably possible and, at the request of the Holders, prepare as promptly as is reasonably practicable and furnish to the Holders and any underwriters a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such Prospectus shall not include a misrepresentation; (h) otherwise use its commercially reasonable efforts to comply with all Securities Laws and the published policies, rules and regulations of the any stock exchange and over-the-counter market on which the Common Shares are then listed or quoted, including by using commercially reasonable efforts to list on such stock exchange, by the closing date for such distribution, all Designated Registrable Securities offered; (i) maintain a transfer agent and registrar for all such Designated Registrable Securities; (j) in the event that the Registrable Securities are being offered in an underwritten offering, enter into an underwriting agreement containing such representations and warranties by the Corporation and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions and indemnification agreements substantially consistent with the provisions of this Agreement including, without limitation, Section 4.2 and such other documents on such terms and conditions as are customary in secondary offerings and take all such other actions as permitted by law as the Holders or the underwriter or underwriters may reasonably request in order to expedite or facilitate the distribution disposition of such Participant Shares or Warrants. It shall be a condition precedent to the obligation of the Designated Registrable Securities it being agreed that the officers Company to take any action pursuant to this Agreement in respect of the Corporation Participant Shares or Warrants which are to be qualified or offered at the request of any Participant that such Participant shall not furnish to the Company such information regarding the Participant Shares or Warrants held by such Participant as the Company shall reasonably request and as shall be required to participate in any “road show” activities in connection with any such offering; (k) in the event that any Registrable Securities are being offered in the United States, cooperate with the Holders and each underwriter or agent participating in the disposition of Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA, including the use of commercially reasonable efforts to obtain FINRA’s pre-clearance or pre-approval of any applicable Prospectus (for the avoidance of doubt, including the Registration Statement) upon filing with the SEC; (l) as promptly as is reasonably practicable notify the Holders (i) when the Offering Document and any amendment or supplement has been filed and, with respect to such Offering Document and any amendment or supplement, when the same has become effective; (ii) of any request by any of the Commissions, the SEC or any other federal or state governmental authority for amendments or supplements to any applicable Prospectus; (iii) of the issuance by any of the Commissions or the SEC of any order or ruling suspending the effectiveness of any applicable Prospectus or otherwise preventing the use of such Prospectus; (iv) of the receipt action taken by the Corporation of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Designated Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (m) during the Qualification Period, the Corporation will promptly prepare and file French translations of all documents incorporated by reference into any Prospectus filed with any of the CommissionsCompany.

Qualification Procedures. Subject to the other applicable provisions of this Agreement, in the case of each Secondary Registration requested by the Holders pursuant to Article 2, the Corporation will, as applicable: (a) as expeditiously as reasonably possible (and, in the case of a Demand Offering, no later than five Business Days after a Demand Offering Request is delivered to the Corporation), prepare and file with the Commissions and the SEC in the English language and, if required, French language, a prospectus supplement and/or an amendment to the Registration Statement or, in the case of a Piggy Back Registration, a prospectus, prospectus supplement and/or registration statement (as applicable, the “"Offering Document”") required to permit the requested offering and distribution of Designated Registrable Securities under and in compliance with Securities Laws of the Qualifying Jurisdictions and the SEC, as applicable, together with such other related documents as may be reasonably necessary to be filed in connection with such Offering Document, and take all other steps and proceedings that may be reasonably necessary in order to effect such Demand Offering or Piggy Back Registration; (b) use commercially reasonable efforts to prepare and file with the Commissions and the SEC, as applicable, such amendments and supplements to any Offering Document as may be reasonably necessary to comply with the provisions of Securities Laws with respect to the offering and sale to the public of Designated Registrable Securities, and take such steps as are reasonably necessary to maintain the effectiveness of any such Offering Document until consummation of the applicable offering or such later date as may be contemplated in any underwriting agreement in respect of such offering (such period, the “"Distribution Period”"); (c) if requested by any managing underwriter(s) or by the Holders, promptly include in any Offering Document or an amendment or supplement to an Offering Document such information as such managing underwriter(s) or Holders may reasonably request in order to permit the intended method of distribution of such securities to comply with Securities Laws and make all required filings of such Offering Document or amendment or supplement as soon as reasonably practicable after the Corporation has received such request; (d) use commercially reasonable efforts to (i) register and qualify, unless an exemption from registration and qualification applies, the resale by the Holders of the Designated Registrable Securities under such other securities or “"blue sky” " laws of such jurisdictions of the United States as designated by the Holders in their Demand Offering Request, (ii) prepare and file in those jurisdictions such amendments and supplements to such registrations and qualifications as may be reasonably necessary to maintain the effectiveness during the Distribution Period, and (iii) take such other actions as may be necessary or advisable to maintain such registrations and qualifications in effect at all times during the Distribution Period; provided, that the Corporation shall not be required in connection therewith or as a condition thereto to (A) qualify to do business as a foreign corporation or dealer in any jurisdiction where it would not otherwise be required to qualify but for this Section 3.1(d), (B) subject itself to any taxation in any jurisdiction where it is not so subject, or (C) consent to general service of process in any jurisdiction where it is not so subject. The Corporation shall promptly notify the Holders of the receipt by the Corporation of any notification with respect to the suspension of the registration or qualification of any of the Designated Registrable Securities for sale under the securities or “"blue sky” " laws of any jurisdiction of the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose; (e) furnish to the Holders and any underwriters, upon their request, such number of copies of any Prospectus (including any documents incorporated therein by reference) and such other relevant documents as the Holders may reasonably request in order to facilitate the distribution of the Designated Registrable Securities; (f) furnish to the Holders and any underwriters of any such distribution: (i) an opinion of Canadian and/or United States counsel to the Corporation, addressed to the Holders and the underwriters of such distribution and dated the closing date of the distribution, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering in Canada and/or the United States; (ii) in respect of any Designated Registrable Securities offered and sold in the United States, a “"negative assurance letter” " addressed to the Holders and the underwriter(s) of such distribution and dated the closing date of the distribution, in form and substance as is customarily given by counsel to the underwriters in an underwritten public offering in the United States; (iii) “cold comfort” " letters addressed to the Holders (subject to the auditors’ ' receipt of any required representation letters from Holders) and the underwriters and dated the date of the pricing and the closing date of the distribution from the auditors of the Corporation, in customary form for underwritten public offerings in Canada or the United States, as applicable, and covering such matters of the type customarily covered by “"cold comfort” " letters as the underwriters reasonably request; (iv) opinions of Québec counsel to the Corporation and the auditors of the Corporation addressed to the Holders and the underwriter(s) of such distribution relating to the translation of any Prospectus filed with any of the Commissions and compliance with French language laws, such opinions being dated the date of any preliminary prospectus supplement, the date of the final prospectus supplement and the closing date; and (v) such corporate certificates as are customarily furnished in securities offerings in Canada or the United States, as applicable, and, in each case, covering substantially the same matters as are customarily covered in such documents in the relevant jurisdictions and such other matters as the Holders or the underwriters may reasonably request; (g) if at any time during the Distribution Period the Corporation discovers the occurrence of any event as a result of which the Prospectus, as then in effect, includes a misrepresentation, notify the Holders as expeditiously as reasonably possible and, at the request of the Holders, prepare as promptly as is reasonably practicable and furnish to the Holders and any underwriters a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such Prospectus shall not include a misrepresentation; (h) otherwise use its commercially reasonable efforts to comply with all Securities Laws and the published policies, rules and regulations of the any stock exchange and over-the-counter market on which the Common Shares are then listed or quoted, including by using commercially reasonable efforts to list on such stock exchange, by the closing date for such distribution, all Designated Registrable Securities offered; (i) maintain a transfer agent and registrar for all such Designated Registrable Securities; (j) in the event that the Registrable Securities are being offered in an underwritten offering, enter into an underwriting agreement containing such representations and warranties by the Corporation and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions and indemnification agreements substantially consistent with the provisions of this Agreement including, without limitation, Section 4.2 and such other documents on such terms and conditions as are customary in secondary offerings and take all such other actions as permitted by law as the Holders or the underwriter or underwriters may reasonably request in order to expedite or facilitate the distribution of the Designated Registrable Securities it being agreed that the officers of the Corporation shall not be required to participate in any “"road show” " activities in connection with any such offering; (k) in the event that any Registrable Securities are being offered in the United States, cooperate with the Holders and each underwriter or agent participating in the disposition of Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA, including the use of commercially reasonable efforts to obtain FINRA’s 's pre-clearance or pre-approval of any applicable Prospectus (for the avoidance of doubt, including the Registration Statement) upon filing with the SEC; (l) as promptly as is reasonably practicable notify the Holders (i) when the Offering Document and any amendment or supplement has been filed and, with respect to such Offering Document and any amendment or supplement, when the same has become effective; (ii) of any request by any of the Commissions, the SEC or any other federal or state governmental authority for amendments or supplements to any applicable Prospectus; (iii) of the issuance by any of the Commissions or the SEC of any order or ruling suspending the effectiveness of any applicable Prospectus or otherwise preventing the use of such Prospectus; (iv) of the receipt by the Corporation of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Designated Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (m) during the Qualification Period, the Corporation will promptly prepare and file French translations of all documents incorporated by reference into any Prospectus filed with any of the Commissions.