Common use of Effectiveness and Events Requiring Notice to the Underwriters Clause in Contracts

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or Prospectuses; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian Authority; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectuses untrue or that requires the making of any changes in the Registration Statement or the Prospectuses in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants immediately promptly and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s ▇▇▇▇▇ system, and the posting of the notice of effectiveness on ▇▇▇▇▇, shall be deemed to be such notification; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s ▇▇▇▇▇ system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian Authoritywith respect to the Registration Statement; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus covering: (A)(i) the issuance of shares of Common Stock issuable upon conversion of Series H Preferred Stock and (ii) the issuance of additional shares of Series H Preferred Stock pursuant to, or arising as a result of, the Company’s obligation to pay dividends pursuant to the Series H Certificate of Designation or terms of the Preferred Warrants and (B) the issuance of the Preferred Warrant Shares upon exercise of the Preferred Warrants, in each case, until the later such time as set forth in Series H Certificate of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstandingDesignation and/or Preferred Warrant, as applicable, and will notify the Underwriters and holders of the Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the General Disclosure Package or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the General Disclosure Package or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will immediately notify the Underwriters and holders of the Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus; (v) of the receipt of any comments relating to the Registration Statement or Prospectus, or any request for any additional information relating to the Registration Statement or Prospectus, from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement and the ADS Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants immediately as soon as practicable and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement, the ADS Registration Statement or ProspectusesProspectus, provided that the filing of an amendment or supplement to the Registration Statement or ADS Registration Statement on the SEC’s E▇▇▇▇ filing system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the ADS Registration Statement or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement, the ADS Registration Statement or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC ▇▇▇▇▇ system, and the posting of the notice of effectiveness of ▇▇▇▇▇ shall be deemed to be such notification; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus provided that the filing of an amendment to the Registration Statement on the SEC ▇▇▇▇▇ system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian Authoritywith respect to the Registration Statement; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Representative Warrants are no longer outstanding, and will notify the Underwriters and holders of the Representative Warrants immediately and confirm the notice in writing: (i) of the cessation of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the General Disclosure Package or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the General Disclosure Package or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus until the later latest of (a) nine (9) months from the Execution Date and Date, (b) the date on which the Closing Warrants are no longer outstanding, (c) the date on which the Closing Preferred Shares are no longer outstanding, (d) the date on which the Underwriters’ Unit Warrants are no longer outstanding, (e) the date on which the Underwriters’ Preferred Shares are no longer outstanding and (f) the date on which the Underwriters’ Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants immediately promptly and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus under the Securities Act in respect of the Securities; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the Prospectus or the Prospectuses any Prospectus Supplement untrue or that requires the making of any changes in the Registration Statement Statement, the Prospectus or the Prospectuses any Prospectus Supplement in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every commercially reasonable effort efforts to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s E▇▇▇▇ system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in causes the Registration Statement or the Prospectuses Prospectus, as the case may be, to include an untrue statement of material fact or that requires the making of any changes in the Registration Statement or the Prospectuses omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best commercially reasonable efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s ▇▇▇▇▇ system, and the posting of the notice of effectiveness on ▇▇▇▇▇, shall be deemed to be such notification; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s ▇▇▇▇▇ system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Common Warrants and Representative’s Warrants are no longer outstanding. During the period when a prospectus relating to the Offered Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) (the “Notice Period”), and will notify the Company shall, in writing, promptly advise the Underwriters and holders of the Common Warrants immediately and confirm the notice in writingRepresentative’s Warrants: (i) of the time and date of the filing and the effectiveness of any post-effective amendment to the Registration Statement and any amendment theretoStatement; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement Statement, the Time of Sale Prospectus or ProspectusesProspectus; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 Notice Period that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s ▇▇▇▇▇ system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in causes the Registration Statement or the Prospectuses Prospectus, as the case may be, to include an untrue statement of material fact or that requires the making of any changes in the Registration Statement or the Prospectuses omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants and the Representative Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants and the Representative Warrants immediately and confirm the notice in writing: (i) of the cessation of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the General Disclosure Package or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the General Disclosure Package or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best commercially reasonable efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine one (91) months month from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and the holders of the Warrants immediately promptly and confirm the notice in writingwriting (which notice and confirmation may be by means of a press release, Form 8-K filing or other filing of a periodic report with the Commission) : (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order relating to the Offering or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to filing with the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Company, the Registration Statement or any Canadian Authoritythe Offering; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order relating to the Offering or suspend such qualification at any time, the Company will make every exercise commercially reasonable effort efforts to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement or another registration statement registered the shares of common stock underlying the Warrants to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and after such nine (9) months, the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants immediately and confirm the notice in writing: (i) of i)of the effectiveness of the Registration Statement and any amendment thereto; (ii) of ii)of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of iii)of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of iv)of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus; (v) of v)of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of vi)of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will shall use its best commercially reasonable efforts to cause the Registration Statement covering the issuance of the shares of Common Stock underlying the Representative Warrants to remain effective with a current prospectus until the later of for at least nine (9) months from after the Execution Date and the date on which the Warrants are no longer outstandingApplicable Time, and will shall notify the Underwriters and holders of the Warrants immediately promptly and confirm the notice in writing: (i) of the cessation of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities shares underlying the Representative Warrants for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 3.5 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectuses Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Disclosure Package or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every shall use its commercially reasonable effort efforts to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best commercially reasonable efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, outstanding and will notify the Underwriters and holders of the Warrants Representative immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesStatement, the General Disclosure Package and the Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration Statement, the General Disclosure Package or any Canadian Authoritythe Prospectus; and (vi) of the happening of any event during the period described in this Section 4.4 time when a Prospectus is required to be delivered under the Securities Act that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the General Disclosure Package or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the General Disclosure Package or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants [or Pre-Funded Warrants] are no longer outstanding, and will notify the Underwriters and holders of the Warrants [or Pre-Funded Warrants] immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s ▇▇▇▇▇ system, and the posting of the notice of effectiveness on ▇▇▇▇▇, shall be deemed to be such notification; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s ▇▇▇▇▇ system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian Authoritywith respect to the Registration Statement; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in causes the Registration Statement or the Prospectuses Prospectus, as the case may be, to include an untrue statement of material fact or that requires the making of any changes in the Registration Statement or the Prospectuses omit to state a material fact necessary in order to make the statements therein, in light of under the circumstances under in which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants immediately promptly and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus (other than routine amendments or supplements filed to update the Registration Statement or Prospectus solely to incorporate into such the routine disclosures in the subsequent SEC Reports); (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which none of the Underwriter’s Warrants are no longer remain outstanding, and will notify the Underwriters and the holders of the Underwriter’s Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and or any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the General Disclosure Package or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the General Disclosure Package or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best commercially reasonable efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants immediately and confirm the notice in writing: (i) of the termination of the effectiveness of the Registration Statement and the effectiveness and termination of any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the General Disclosure Package or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the General Disclosure Package or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which none of the Warrants, Option Warrants, if any, or Underwriter’s Warrants are no longer remain outstanding, and will notify the Underwriters and the holders of the Warrants, Option Warrants, if any, an Underwriter’s Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and or any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the General Disclosure Package or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the General Disclosure Package or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s ▇▇▇▇▇ system, and the posting of the notice of effectiveness on ▇▇▇▇▇, shall be deemed to be such notification; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s ▇▇▇▇▇ system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best reasonable efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, outstanding and will notify the Underwriters and holders of the Warrants Representative immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesStatement, the General Disclosure Package and the Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 time when a Prospectus is required to be delivered under the Securities Act that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the General Disclosure Package or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the General Disclosure Package or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants immediately promptly and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s ▇▇▇▇▇ system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in causes the Registration Statement or the Prospectuses Prospectus, as the case may be, to include an untrue statement of material fact or that requires the making of any changes in the Registration Statement or the Prospectuses omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will shall use its best commercially reasonable efforts to cause the Registration Statement to remain effective with a current prospectus until the later of for at least nine (9) months from after the Execution Date and the date on which the Warrants are no longer outstandingApplicable Time, and will shall notify the Underwriters and holders of the Warrants immediately promptly and confirm the notice in writingwriting of: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening occurrence of any event during the period described in this Section 4.4 3.5 that, in the reasonable judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectuses Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Disclosure Package or the Prospectuses Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to shall promptly obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus covering: (A)(i) the issuance of shares of Common Stock issuable upon conversion of Series J Preferred Stock and (ii) the issuance of additional shares of Series J Preferred Stock pursuant to, or arising as a result of, the Company’s obligation to pay dividends pursuant to the Series J Certificate of Designation or terms of the Preferred Warrants and (B) the issuance of the Preferred Warrant Shares upon exercise of the Preferred Warrants, in each case, until the later such time as set forth in Series J Certificate of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstandingDesignation and/or Preferred Warrant, as applicable, and will notify the Underwriters and holders of the Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the General Disclosure Package or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the General Disclosure Package or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants immediately promptly and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment theretothereto , provided that the filing of an amendment to the Registration Statement on the SEC’s ▇▇▇▇▇ system, and the posting of the notice of effectiveness on ▇▇▇▇▇, shall be deemed to be such notification; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus , provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s ▇▇▇▇▇ system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian Authoritywith respect to the Registration Statement; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in causes the Registration Statement or the Prospectuses Prospectus, as the case may be, to include an untrue statement of material fact or that requires the making of any changes in the Registration Statement or the Prospectuses omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants immediately promptly and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s E▇▇▇▇ system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in causes the Registration Statement or the Prospectuses Prospectus, as the case may be, to include an untrue statement of material fact or that requires the making of any changes in the Registration Statement or the Prospectuses omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants, the Pre-Funded Warrants and the Representative’s Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants, Pre-Funded Warrants and Representative’s Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order suspending the effectiveness of the Registration Statement, or any part thereof, or preventing the use of the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or Prospectuses; Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian Authority; Commission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best commercially reasonable efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, outstanding and will notify the Underwriters and holders of the Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iiiii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iviii) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus under the Securities Act in respect of the Securities; (viv) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (viv) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the Prospectus or the Prospectuses any Prospectus Supplement untrue or that requires the making of any changes in the Registration Statement Statement, the Prospectus or the Prospectuses any Prospectus Supplement in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every commercially reasonable effort efforts to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best commercially reasonable efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Representative’s Warrants are no longer outstandingexercisable, and will notify the Underwriters and holders of the Warrants Representative immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesStatement, the General Disclosure Package and the Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 time when a Prospectus is required to be delivered, under the Securities Act that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the General Disclosure Package or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the General Disclosure Package or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Effective Date and the date on which the Warrants are no longer outstandingexercisable, and will notify the Underwriters and holders of the Warrants immediately Representative as soon as reasonably practicable and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, initiation of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesStatement, the General Disclosure Package and the Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 time when a Prospectus is required to be delivered, under the Securities Act that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the General Disclosure Package or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the General Disclosure Package or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every use reasonable effort best efforts to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants and Representative’s Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants and Representative’s Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order suspending the effectiveness of the Registration Statement, or any part thereof, or preventing the use of the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or Prospectuses; Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian Authority; Commission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of (i) nine (9) months from the Execution Date Date, and (ii) the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants immediately and confirm the notice in writing: (i) of the effectiveness of any amendment to the Registration Statement and any amendment theretoStatement; (ii) of the issuance by the Commission or any Canadian Authority SEC of any stop order with respect to the Registration Statement or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Closing Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery submission to the Commission or any Canadian Authority SEC for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus, except for an amendment or supplement resulting from the filing of an annual report; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthoritySEC; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the Prospectus, or the Prospectuses Prospectus Supplement untrue or that requires the making of any changes in the Registration Statement Statement, the Prospectus, or the Prospectuses Prospectus Supplement in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, SEC or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Pre-Funded Warrants and Warrants are no longer outstanding, and will notify the Underwriters and holders of the Pre-Funded Warrants and Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state or Foreign securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to electronic filing with the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus Supplement; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or Statement, Preliminary Prospectus Supplement and the Prospectuses Prospectus Supplement untrue or that requires the making of any changes in the Registration Statement or Statement, Preliminary Prospectus Supplement and the Prospectuses Prospectus Supplement in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any Foreign or state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants immediately promptly and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s E▇▇▇▇ system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in causes the Registration Statement or the Prospectuses Prospectus, as the case may be, to include an untrue statement of material fact or that requires the making of any changes in the Registration Statement or the Prospectuses omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of (i) nine (9) months from the Execution Date and (ii) the date on after which all of the Closing Pre-Funded Warrants are no longer outstandinghave been exercised, and will notify the Underwriters and holders of the Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement Statement, the Prospectus, any Preliminary Prospectus or Prospectusesthe Prospectus Supplement; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of (i) nine (9) months from the Execution Date Date, and (ii) the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants immediately and confirm the notice in writing: (i) of the effectiveness of any amendment to the Registration Statement and any amendment theretoStatement; (ii) of the issuance by the Commission or any Canadian Authority SEC of any stop order with respect to the Registration Statement or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery submission to the Commission or any Canadian Authority SEC for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus, except for an amendment or supplement resulting from the filing of an annual report; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthoritySEC; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the Prospectus, or the Prospectuses Prospectus Supplement untrue or that requires the making of any changes in the Registration Statement Statement, the Prospectus, or the Prospectuses Prospectus Supplement in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, SEC or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the Commission’s ▇▇▇▇▇ system, and the posting of the notice of effectiveness on ▇▇▇▇▇, shall be deemed to be such notification; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus, provided that the filing of an amendment or supplement to the Registration Statement on the Commission’s ▇▇▇▇▇ system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian Authoritywith respect to the Registration Statement; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in causes the Registration Statement or the Prospectuses Prospectus, as the case may be, to include an untrue statement of material fact or that requires the making of any changes in the Registration Statement or the Prospectuses omit to state a material fact necessary in order to make the statements therein, in light of under the circumstances under in which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best commercially reasonable efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, outstanding and will notify the Underwriters and holders of the Warrants Representative immediately and confirm the notice in writing: : (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesStatement, the General Disclosure Package and the Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission with respect to the Registration Statement, the General Disclosure Package or any Canadian Authoritythe Prospectus; and (vi) of the happening of any event during the period described in this Section 4.4 time when a Prospectus is required to be delivered under the Securities Act that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the General Disclosure Package or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the General Disclosure Package or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of for at least nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, Applicable Time and will notify the Underwriters and holders of the Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or Prospectuses; (vProspectus;(v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 3.6 hereof that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, any Preliminary Prospectus, the Statutory Prospectus or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, any Preliminary Prospectus, the Statutory Prospectus or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best commercially reasonable efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine twelve (912) months from following the Execution Date and the date on which the Date. While any Warrants are no longer remain outstanding, and the Company will notify the Underwriters and holders of the Warrants immediately Representative and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order relating to the Registration Statement or of the initiation, or the threatening, of any proceeding for that purposepurpose or if the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale of the Warrant Shares; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement or a successor registration statement for the Warrant Shares to remain effective with a current prospectus until the later earlier of nine five (95) months years from the Execution Date and the date on which the Prefunded Warrants are no longer outstanding, and will notify the Underwriters and holders of the Prefunded Warrants immediately promptly and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Pre-Funded Warrants and Representative’s Warrants are no longer outstanding, and will notify the Underwriters and holders of the Pre-Funded Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s ▇▇▇▇▇ system, and the posting of the notice of effectiveness on ▇▇▇▇▇, shall be deemed to be such notification; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s ▇▇▇▇▇ system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian Authoritywith respect to the Registration Statement; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in causes the Registration Statement or the Prospectuses Prospectus, as the case may be, to include an untrue statement of material fact or that requires the making of any changes in the Registration Statement or the Prospectuses omit to state a material fact necessary in order to make the statements therein, in light of under the circumstances under in which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and the holders of the Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iiiii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iviii) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus under the Securities Act in respect of the Securities; (viv) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (viv) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the Prospectus or the Prospectuses any Prospectus Supplement untrue or that requires the making of any changes in the Registration Statement Statement, the Prospectus or the Prospectuses any Prospectus Supplement in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Representative Warrants and the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Representative Warrants and the Warrants immediately and confirm the notice in writing: (i) of the cessation of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the General Disclosure Package or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the General Disclosure Package or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best commercially reasonable efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) 12 months from the Execution Date and the date on upon which the Warrants are no longer outstanding, outstanding and will notify the Underwriters and holders of the Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iiiii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iviii) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus under the Securities Act in respect of the Securities; (viv) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (viv) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the Prospectus or the Prospectuses any Prospectus Supplement untrue or that requires the making of any changes in the Registration Statement Statement, the Prospectus or the Prospectuses any Prospectus Supplement in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every commercially reasonable effort efforts to obtain promptly the lifting of such order. Notwithstanding the foregoing, as soon as practicable after the one-year anniversary of the Closing Date but in no event later than ten (10) days thereafter, the Company agrees to prepare and file with the Commission a post-effective amendment to the Registration Statement for the resale of the shares of Common Stock issuable upon exercise of the Representative’s Warrant.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and and, with respect to the issuance of the Warrant Shares, the date on which the Warrants are no longer outstanding, and will notify the Underwriters and and, if requested in writing by any holders of the Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement and the ADS Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Effective Date and the date on which the Representative’s Warrants are no longer outstandingexercisable, and will promptly notify the Underwriters and holders of the Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and the ADS Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement Statement, the ADS Registration Statement, or ProspectusesProspectus; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the ADS Registration Statement, or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the ADS Registration Statement, or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Effective Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance (or, to the Company’s knowledge, threatened issuance) by the Commission or any Canadian Authority of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing or suspending the initiationuse of any preliminary prospectus or the Prospectus, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction jurisdiction, or of the initiation, initiation or the threatening, threatening of any proceeding proceedings for that purposeany such purpose or of any examination pursuant to Section 8(e) of the Securities Act of 1933 concerning the Registration Statement; (iviii) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus; (viv) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (viv) of the happening of any event during the period described in this Section 4.4 hereof that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants immediately promptly and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus (other than routine amendments or supplements filed to update the Registration Statement or Prospectus solely to incorporate into 4 200% of the public offering price per share 5 5% of the aggregate public offering price on the Closing Date such the routine disclosures in the subsequent SEC Reports); (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the Commission’s E▇▇▇▇ system, and the posting of the notice of effectiveness on E▇▇▇▇, shall be deemed to be such notification; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus, provided that the filing of an amendment or supplement to the Registration Statement on the Commission’s E▇▇▇▇ system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian Authoritywith respect to the Registration Statement; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in causes the Registration Statement or the Prospectuses Prospectus, as the case may be, to include an untrue statement of material fact or that requires the making of any changes in the Registration Statement or the Prospectuses omit to state a material fact necessary in order to make the statements therein, in light of under the circumstances under in which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement and the ADS Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Effective Date and the date on which the Representative’s Warrants are no longer outstanding, exercisable. and the Company will promptly notify the Underwriters and holders of the Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and the ADS Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement Statement, the ADS Registration Statement, or ProspectusesProspectus; (v) of the receipt of any comments or request for any additional information from the Commission relating to the Registration Statement, the ADS Registration Statement, or any Canadian AuthorityProspectus; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the ADS Registration Statement, or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the ADS Registration Statement, or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Pre-Funded Warrants and Representative’s Warrants are no longer outstanding, and will notify the Underwriters and holders of the Pre-Funded Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s ED▇▇▇ ▇ystem, and the posting of the notice of effectiveness on ED▇▇▇, shall be deemed to be such notification; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s ED▇▇▇ ▇ystem shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian Authoritywith respect to the Registration Statement; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in causes the Registration Statement or the Prospectuses Prospectus, as the case may be, to include an untrue statement of material fact or that requires the making of any changes in the Registration Statement or the Prospectuses omit to state a material fact necessary in order to make the statements therein, in light of under the circumstances under in which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The During the period when the Base Prospectus and Prospectus Supplement are required to be delivered under the Securities Act, the Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstandingprospectus, and will notify the Underwriters and holders of the Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iiiii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iviii) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement Statement, the Base Prospectus or Prospectusesthe Prospectus Supplement under the Securities Act in respect of the Securities; (viv) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (viv) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the Time of Sale Prospectus, the Base Prospectus or the Prospectuses Prospectus Supplement untrue or that requires the making of any changes in the Registration Statement Statement, the Time of Sale Prospectus, the Base Prospectus or the Prospectuses Prospectus Supplement in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort best efforts to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants or Pre-Funded Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants or Pre-Funded Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto, provided that the filing of an amendment to the Registration Statement on the SEC’s ▇▇▇▇▇ system, and the posting of the notice of effectiveness on ▇▇▇▇▇, shall be deemed to be such notification; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s ▇▇▇▇▇ system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian Authoritywith respect to the Registration Statement; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in causes the Registration Statement or the Prospectuses Prospectus, as the case may be, to include an untrue statement of material fact or that requires the making of any changes in the Registration Statement or the Prospectuses omit to state a material fact necessary in order to make the statements therein, in light of under the circumstances under in which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement and the ADS Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Effective Date and the date on which the Warrants are no longer outstandingexercisable, and will promptly notify the Underwriters and holders of the Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and the ADS Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement Statement, the ADS Registration Statement, or ProspectusesProspectus; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the ADS Registration Statement or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement, the ADS Registration Statement or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus until the later passage of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstandingDate, and will notify the Underwriters and holders of the Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement Statement, the Prospectus, any Preliminary Prospectus Supplement or Prospectusesthe Prospectus Supplement; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the Prospectus, any Preliminary Prospectus Supplement or the Prospectuses Prospectus Supplement untrue or that requires the making of any changes in the Registration Statement Statement, the Prospectus, any Preliminary Prospectus Supplement or the Prospectuses Prospectus Supplement in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best commercially reasonable efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants or Underwriters' Warrants are no longer outstanding, outstanding and will notify the Underwriters and the holders of the Warrants or Underwriters' Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iiiii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities or Underwriters' Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iviii) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus under the Securities Act in respect of the Securities or Underwriters' Securities; (viv) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (viv) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the Prospectus or the Prospectuses any Prospectus Supplement untrue or that requires the making of any changes in the Registration Statement Statement, the Prospectus or the Prospectuses any Prospectus Supplement in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every commercially reasonable effort efforts to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstandingDate, and will notify the Underwriters and holders of the Warrants Representative immediately and confirm the notice in writingwriting of: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state state, provincial or territorial securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities Public Shares for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority SEC for filing with respect to the Offering of any amendment or supplement to the Registration Statement Statement, the General Disclosure Package or Prospectusesthe Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommissions, in each case with respect to the Offering; and (vi) of the happening of any event during the period described in this Section 4.4 time when a Prospectus is required to be delivered under the Securities Act that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement Statement, the General Disclosure Package or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement Statement, the General Disclosure Package or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, SEC or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification the Registration Statement at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstanding, and will notify the Underwriters and holders of the Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus, provided that the filing of an amendment or supplement to the Registration Statement on the SEC’s E▇▇▇▇ system shall be deemed to be such notification; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in causes the Registration Statement or the Prospectuses Prospectus, as the case may be, to include an untrue statement of material fact or that requires the making of any changes in the Registration Statement or the Prospectuses omit to state a material fact necesary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best commercially reasonable efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstandingoutstanding (“Applicable Period”), and will promptly notify the Underwriters and the holders of the Warrants immediately and confirm the notice in writingwriting of: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority Commissions of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority SEC for filing of any amendment or supplement to the Registration Statement or Prospectusesthe Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommissions; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectuses Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectuses Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, SEC or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification the Registration Statement at any time, the Company will make every use commercially reasonable effort efforts to obtain promptly the lifting of such order. Notwithstanding anything to the contrary herein, the Company shall be deemed to have satisfied its obligations pursuant to this Section 4.4 if, on or after the date that is nine (9) months from the Execution Date and at any time prior to the date on which the Warrants are no longer outstanding, the Company shall have filed with the SEC and caused a new registration statement with respect to the Warrant Shares to be declared effective by the SEC so long as such new registration statement remains effective with a current prospectus during the Applicable Period.

Effectiveness and Events Requiring Notice to the Underwriters. The Company will use its best commercially reasonable efforts to cause the Registration Statement to remain effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are no longer outstandingDate, and will notify the Underwriters and holders of the Warrants immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission or any Canadian Authority of any stop order or of the initiation, or to its knowledge the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or any Canadian Authority of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or to its knowledge the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission or any Canadian Authority for filing of any amendment or supplement to the Registration Statement or ProspectusesProspectus or Prospectus Supplement; (v) of the receipt of any comments or request for any additional information from the Commission or any Canadian AuthorityCommission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectuses Preliminary Prospectus, Prospectus and Prospectus Supplement untrue or that requires the making of any changes in the Registration Statement or the Prospectuses Preliminary Prospectus, Prospectus and Prospectus Supplement in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission, Commission or any state securities commission or any Canadian Authority shall enter a stop order or suspend such qualification at any time, the Company will make every use commercially reasonable effort efforts to obtain promptly the lifting of such order.