Common use of Covenants of the Agent Clause in Contracts

Covenants of the Agent. The Agent agrees that it will, and will require its Selling Firm(s), if any, to agree that such Selling Firm(s) will: (a) conduct its activities in connection with the proposed offer and sale of the Debentures in compliance with all Applicable Securities Laws of the Offering Jurisdictions;‌ (b) not solicit subscriptions for Debentures, trade in or otherwise do any act in furtherance of a trade of Debentures outside of the Offering Jurisdictions except upon mutual agreement of the Agent and the Corporation and only if such solicitation, trade or act is in compliance with Applicable Securities Laws in such jurisdiction and does not: (i) obligate the Corporation to take any action to qualify any of its securities or any trade of any of its securities; (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; (iii) subject the Corporation to any reporting or other requirement in such jurisdiction if it is not already subject to; or (iv) require the Corporation to execute a general consent to services of process or register to do business in such jurisdiction;‌ (c) obtain from each Subscriber an executed Subscription Agreement and all applicable forms required under Applicable Securities Laws of the Offering Jurisdictions or requirements of stock exchanges, including the Exchange, and supplied to the Agent by the Corporation for completion in connection with the distribution of the Debentures; and (d) not advertise the proposed offering or sale of the Debentures in printed media of general and regular paid circulation, radio or television or telecommunications (including electronic display) nor provide or make available to prospective purchasers of Debentures any document or material which would constitute an offering memorandum as defined under Applicable Securities Laws of the Offering Jurisdictions.

Covenants of the Agent. The Agent agrees that it will, will and will require its Selling Firm(s), if any, to agree that such Selling Firm(s) will: (a) conduct its activities in connection with the proposed offer and sale of the Debentures Subscription Receipts in compliance with all Applicable Securities Laws of the Offering Jurisdictions;‌Laws; (b) not solicit subscriptions for DebenturesSubscription Receipts, trade in or otherwise do any act in furtherance of a trade of Debentures Subscription Receipts outside of the Offering Jurisdictions except upon mutual agreement of the Agent and the Corporation Company and only if such solicitation, trade or act is in compliance with Applicable Securities Laws in such jurisdiction and does not: (i) obligate the Corporation Company to take any action to qualify any of its securities or any trade of any of its securities; (ii) obligate the Corporation Company to establish or maintain any office or director or officer in such jurisdiction; (iii) subject the Corporation Company to any reporting or other requirement in such jurisdiction if to which it is not already subject tosubject; or (iv) require the Corporation Company to execute a general consent to services of process or register to do business in such jurisdiction;‌jurisdiction; (c) obtain from each Subscriber an executed Subscription Agreement and all applicable forms required under Applicable Securities Laws of the Offering Jurisdictions or requirements of stock exchanges, including the Exchange, and supplied to the Agent by the Corporation Company for completion in connection with the distribution of the DebenturesSubscription Receipts; and (d) not advertise the proposed offering or sale of the Debentures Subscription Receipts in printed media of general and regular paid circulation, radio or television or telecommunications (including electronic display) nor provide or make available to prospective purchasers of Debentures Subscription Receipts any document or material which would constitute an offering memorandum as defined under Applicable Securities Laws of the Offering JurisdictionsLaws.

Covenants of the Agent. The Agent agrees that it will, and will require its Selling Firm(s), if any, to agree that such Selling Firm(s) will: (a) conduct its activities in connection with the proposed offer and sale of the Debentures in compliance with all Applicable Securities Laws of the Offering Jurisdictions;‌Jurisdictions; (b) not solicit subscriptions for Debentures, trade in or otherwise do any act in furtherance of a trade of Debentures outside of the Offering Jurisdictions except upon mutual agreement of the Agent and the Corporation and only if such solicitation, trade or act is in compliance with Applicable Securities Laws in such jurisdiction and does not: (i) obligate the Corporation to take any action to qualify any of its securities or any trade of any of its securities; (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; (iii) subject the Corporation to any reporting or other requirement in such jurisdiction if it is not already subject to; or (iv) require the Corporation to execute a general consent to services of process or register to do business in such jurisdiction;‌jurisdiction; (c) obtain from each Subscriber an executed Subscription Agreement and all applicable forms required under Applicable Securities Laws of the Offering Jurisdictions or requirements of stock exchanges, including the Exchange, and supplied to the Agent by the Corporation for completion in connection with the distribution of the Debentures; and (d) not advertise the proposed offering or sale of the Debentures in printed media of general and regular paid circulation, radio or television or telecommunications (including electronic display) nor provide or make available to prospective purchasers of Debentures any document or material which would constitute an offering memorandum as defined under Applicable Securities Laws of the Offering Jurisdictions.