Common use of Filing and Maintenance Clause in Contracts

Filing and Maintenance. (a) Subject to Section 2.1(b) and 2.1(c), during the Registration Period, to the extent permitted under Securities Laws, the Issuer shall use commercially reasonable efforts to maintain a Base Prospectus filed with the Canadian Securities Commissions and maintain the effectiveness of a Registration Statement filed with the SEC that qualifies the distribution of Registrable Securities by Holders in any or all of the provinces of Canada (in the case of the Base Prospectus) and in the United States (in the case of the Registration Statement) under applicable Securities Laws, in each case at the times and on the terms and conditions provided for herein; provided, however, that this Section 2.1(a) shall not require the Issuer to file a new Base Prospectus or Registration Statement during any Blackout Period. (b) Within 15 days of the date on which a Suspension Registration Period begins, the Issuer shall use commercially reasonable efforts to file a Base Prospectus and a Registration Statement. Following such filing, the Issuer shall use commercially reasonable efforts to have such Base Prospectus and Registration Statement, as applicable, become valid and effective. For certainty, provided that the Issuer is in compliance with this Section 2.2(b), the Issuer shall not be considered to be in default of Section 2.1(a) and the Base Prospectus and Registration Statement shall not be considered to be not valid and effective under Section 2.1(d). (c) Each Holder who is a party to this Agreement (including any assignee under Section 2.6) shall promptly provide all such information as the Issuer reasonably requires to include such Holder as a selling securityholder under the Base Prospectus and Registration Statement maintained by the Issuer pursuant to Section 2.1(a). Within 10 days of the Issuer receiving all such information as the Issuer requires to include a Holder as a selling securityholder under the Base Prospectus and Registration Statement maintained by the Issuer pursuant to 2.1(a), the Issuer shall use commercially reasonable efforts to file an amendment to the Base Prospectus and Registration Statement to include such Holder as a selling securityholder and following such filing, the Issuer shall use commercially reasonable efforts to have such amended Base Prospectus and Registration Statement, as applicable, become valid and effective; provided that the Issuer shall not be obligated to file an amendment to the Base Prospectus or Registration Statement pursuant to this Section 2.1(c) more than three times during any 12-month period. No Holder shall be entitled to be included as a selling securityholder under the Base Prospectus or Registration Statement (and the Issuer shall not be considered to be in default of Section 2.1(a) or Section 2.1(b) and the Base Prospectus and Registration Statement shall not be considered to be not valid and effective under Section 2.1(d)) until such time as the Issuer has received from the Holder all such information as the Issuer reasonably requires to include such Holder as a selling securityholder under the Base Prospectus or Registration Statement and the above 10-day period has expired. (d) Subject to Section 2.1(b) and 2.1(c), if a Base Prospectus or a Registration Statement that satisfies the requirement in Section 2.1(a) is not valid or effective, as the case may be, at any time during the Registration Period, in either case, for a period of 45 consecutive days, then, from but not including that 45th day until the day on which there is a Base Prospectus or Registration Statement, as applicable, that is valid or effective, as applicable, satisfying the requirement in Section 2.1(a), the rights and obligations contained herein shall apply to a Non-Base Prospectus and all references in this Agreement to Prospectus Supplement shall apply mutatis mutandis to a Non-Base Prospectus; provided, however, that the Issuer shall in any event be entitled to satisfy its obligations hereunder with a Base Prospectus or Registration Statement.