Common use of Closing and Post Closing Obligations Clause in Contracts

Closing and Post Closing Obligations. (a) The Closing shall be completed via electronic exchange of documents unless otherwise agreed to by the Corporation and the Lead Agents. At or prior to the Closing Time, the Corporation shall duly and validly deliver to the Agents one or more certificate(s) in definitive form (including such other form of evidence of ownership) or in the form of an electronic deposit pursuant to the non-certificated issue system maintained by CDS Clearing and Depository Services Inc. and Depository Trust Company representing the Offered Shares registered in such name or names as the Agents may notify the Corporation in writing, against payment by the Agents to the Corporation, at the direction of the Corporation, in the lawful money of either (i) Canada by wire transfer or, if permitted by applicable law, by certified cheque or bank draft, payable at par in Vancouver, British Columbia, or (ii) United States by wire transfer or, if permitted by applicable law, by certified cheque or bank draft, payable at par in United States Dollars, in each case, of an amount equal to the proceeds of the Offering net of the Agents’ Fees and estimated Agents’ Expenses in accordance with Section 11 hereof. (b) The Corporation shall, during the Effectiveness Period (as hereinafter defined): (i) prepare and file with the SEC and state securities regulators such amendments and supplements to each Blue Sky Registration, the U.S. Registration Statement and the U.S. Final Prospectus used in connection therewith as may be necessary or advisable to keep the Blue Sky Registration and the U.S. Registration Statement current and effective for the Offered Shares held by a Purchaser and the Broker Shares issuable upon exercise of the Broker Warrants for a period ending on the earlier of (i) the second anniversary of the Closing Date, (ii) the date on which all Offered Shares and Broker Shares may be sold pursuant to Rule 144 under the Securities Act or any successor rule (“Rule 144”) and the blue sky laws of any state during any three-month period without the requirement for the Corporation to be in compliance with the current public information required under Rule 144(c)(1) or (iii) such time as all Offered Shares and Broker Shares have been sold pursuant to a registration statement or Rule 144 and any applicable blue sky exemption for resale (collectively, the “Effectiveness Period”); (ii) make any necessary blue sky filings in addition to the Blue Sky Registrations; (iii) pay the expenses incurred by the Corporation and the Purchasers and the Brokers in complying with Section 10(b), including, all registration and filing fees, FINRA fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Corporation, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding attorneys’ fees of the Purchasers and any and all underwriting discounts and selling commissions applicable to the sale of the Offered Shares by the Purchasers); (iv) advise the Purchasers and Brokers, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC or any state securities regulator delaying or suspending the effectiveness of the U.S. Registration Statement or any Blue Sky Registration or of the initiation of any proceeding for that purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; and (v) with a view to making available to the Purchasers and Brokers the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Purchasers and Brokers to sell Offered Shares and Broker Shares, as applicable, to the public without registration, the Corporation covenants and agrees to: (i) make and keep public information available, as such term is understood and defined in Rule 144, until the earlier of (A) such date as all of the Offered Shares and Broker Shares qualify to be resold immediately pursuant to Rule 144 or any other rule of similar effect and all blue sky laws during any three-month period without the requirement for the Corporation to be in compliance with the current public information required under Rule 144(c)(1) or (B) such date as all of the Offered Shares and Broker Shares shall have been resold pursuant to Rule 144 and applicable blue sky laws (and may be further resold without restriction); (ii) file with the SEC in a timely manner all reports and other documents required of the Corporation under the U.S. Securities Act and under the U.S. Exchange Act; and (iii) furnish to the Purchasers and Brokers upon request, as long as such party owns any Offered Shares or Broker Shares, as applicable, (A) a written statement by the Corporation as to whether it has complied with the reporting requirements of the U.S. Securities Act and the U.S. Exchange Act, (B) a copy of the Corporation’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail the Purchasers and Brokers of any rule or regulation of the SEC that permits the selling of any such Offered Share and Broker Shares without registration.

Closing and Post Closing Obligations. (a) The Closing shall be completed via electronic exchange of documents unless otherwise agreed to by the Corporation and the Lead Agents. At or prior to the Closing Time, the Corporation shall duly and validly deliver to the Agents one or more certificate(s) in definitive form (including such other form of evidence of ownership) or in the form of an electronic deposit pursuant to the non-certificated issue system maintained by CDS Clearing and Depository Services Inc. and Depository Trust Company representing the Offered Shares registered in such name or names as the Agents may notify the Corporation in writing, against payment by the Agents to the Corporation, at the direction of the Corporation, in the lawful money of either (i) Canada by wire transfer or, if permitted by applicable law, by certified cheque or bank draft, payable at par in Vancouver, British Columbia, or (ii) United States by wire transfer or, if permitted by applicable law, by certified cheque or bank draft, payable at par in United States Dollars, in each case, of an amount equal to the proceeds of the Offering net of the Agents’ Fees and estimated Agents’ Expenses in accordance with Section 11 hereof.. The obligation of the Agents to complete the purchase of any Additional ‎Shares under this Agreement, upon the exercise of ‎the Over-Allotment Option, is subject to the receipt by the Agents of those ‎documents contemplated, and the satisfaction of those conditions set forth, ‎in Section 9 as the Agents may request. In the event that the Corporation ‎shall subdivide, consolidate, reclassify or otherwise change its Common ‎Shares during the period in which the Over-Allotment Option is exercisable, ‎appropriate adjustments will be made to the exercise price and to the number ‎of the Additional Shares issuable on exercise thereof such that the Agents are ‎entitled to arrange for the sale of the same number and type of securities that ‎the Agents would have otherwise arranged for had they exercised such Over-‎Allotment Option immediately prior to such subdivision, consolidation, ‎reclassification or change‎. (b) The Corporation shall, during the Effectiveness Period (as hereinafter defined): (i) prepare and file with the SEC and state securities regulators such amendments and supplements to each Blue Sky Registration, the U.S. Registration Statement and the U.S. Final Prospectus used in connection therewith as may be necessary or advisable to keep the Blue Sky Registration and the U.S. Registration Statement current and effective for the Offered Shares held by a Purchaser and the Broker Shares issuable upon exercise of the Broker Warrants for a period ending on the earlier of (i) the second anniversary of the Closing Date, (ii) the date on which all Offered Shares and Broker Shares may be sold pursuant to Rule 144 under the Securities Act or any successor rule (“Rule 144”) and the blue sky laws of any state during any three-month period without the requirement for the Corporation to be in compliance with the current public information required under Rule 144(c)(1) or (iii) such time as all Offered Shares and Broker Shares have been sold pursuant to a registration statement or Rule 144 and any applicable blue sky exemption for resale (collectively, the “Effectiveness Period”); (ii) make any necessary blue sky filings in addition to the Blue Sky Registrations; (iii) pay the expenses incurred by the Corporation and the Purchasers and the Brokers in complying with Section 10(b), including, all registration and filing fees, FINRA fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Corporation, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding attorneys’ fees of the Purchasers and any and all underwriting discounts and selling commissions applicable to the sale of the Offered Shares by the Purchasers); (iv) advise the Purchasers and Brokers, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC or any state securities regulator delaying or suspending the effectiveness of the U.S. Registration Statement or any Blue Sky Registration or of the initiation of any proceeding for that purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; and (v) with a view to making available to the Purchasers and Brokers the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Purchasers and Brokers to sell Offered Shares and Broker Shares, as applicable, to the public without registration, the Corporation covenants and agrees to: (i) make and keep public information available, as such term is understood and defined in Rule 144, until the earlier of (A) such date as all of the Offered Shares and Broker Shares qualify to be resold immediately pursuant to Rule 144 or any other rule of similar effect and all blue sky laws during any three-month period without the requirement for the Corporation to be in compliance with the current public information required under Rule 144(c)(1) or (B) such date as all of the Offered Shares and Broker Shares shall have been resold pursuant to Rule 144 and applicable blue sky laws (and may be further resold without restriction); (ii) file with the SEC in a timely manner all reports and other documents required of the Corporation under the U.S. Securities Act and under the U.S. Exchange Act; and (iii) furnish to the Purchasers and Brokers upon request, as long as such party owns any Offered Shares or Broker Shares, as applicable, (A) a written statement by the Corporation as to whether it has complied with the reporting requirements of the U.S. Securities Act and the U.S. Exchange Act, (B) a copy of the Corporation’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail the Purchasers and Brokers of any rule or regulation of the SEC that permits the selling of any such Offered Share and Broker Shares without registration.