Common use of Legending of Subject Securities Clause in Contracts

Legending of Subject Securities. 5.1 The Optionee hereby acknowledges that that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Securities will bear a legend in substantially the following form: 5.2 The Optionee hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Agreement. 5.3 The Optionee acknowledges that the Optioned Shares are subject to resale restrictions in British Columbia and may not be traded in British Columbia except as permitted by the B.C. Act and the rules made thereunder. 5.4 Pursuant to Multilateral Instrument 45-102, as adopted by the British Columbia Securities Commission, a subsequent trade in the Optioned Shares will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the B.C. Act) unless certain conditions are met, which conditions include a hold period (the “Canadian Hold Period”) that shall have elapsed from the date on which the Options and/or Optioned Shares were issued to the Optionee and, during the currency of the Canadian Hold Period, any certificate representing the Options and/or Optioned Shares is to be imprinted with a restrictive legend (the “Canadian Legend”). 5.5 By executing and delivering this Agreement, the Optionee will have directed the Company not to include the Canadian Legend on any certificates representing the Options and/or Optioned Shares to be issued to the Optionee. 5.6 As a consequence, the Optionee will not be able to rely on the resale provisions of Multilateral Instrument 45-102, and any subsequent trade in the Options and/or Optioned Shares during or after the Canadian Hold Period will be a distribution subject to the prospectus and registration requirements of Canadian securities legislation, to the extent that the trade is at that time subject to any such Canadian securities legislation.