Common use of Material Change During Distribution Clause in Contracts

Material Change During Distribution. During the period from the date of this Agreement to the Closing Date, Postmedia will promptly notify the Standby Purchaser in writing of: (a) any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of Postmedia and its subsidiaries taken as a whole; (b) any material fact that has arisen or been discovered and that would be required to be disclosed in the Prospectus if filed on such date; and (c) any change in any material fact (which for the purposes of this Agreement will be deemed to include the disclosure of any previously undisclosed material fact) contained in the Prospectus, including all documents incorporated by reference, which fact or change is, or may be, of such a nature as to render any statement in the Prospectus misleading or untrue or which would result in a Misrepresentation in the Prospectus or which would result in the Prospectus not complying with Securities Laws. Postmedia will promptly, and in any event within any applicable time limitation, comply, to the reasonable satisfaction of the Standby Purchaser, with all applicable filings and other requirements under the Securities Laws as a result of such fact or change. However, Postmedia will not file any Prospectus Amendment, amendment to the Form F-7 registration statement or other document without first obtaining approval from the Standby Purchaser, after consultation with the Standby Purchaser with respect to the form and content thereof, which approval will not be unreasonably withheld or delayed. Postmedia will in good faith discuss with the Standby Purchaser any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 4.1.

Material Change During Distribution. During the period from the date of this Agreement to the Closing Date, Postmedia 6.1 The Corporation will promptly notify the Standby Purchaser Agents in writing of: (a) if, prior to termination of the distribution of the Debentures, there shall occur any material change (actual, anticipated, contemplated or threatened, financial or otherwise) change in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of Postmedia and its subsidiaries taken as a whole; (b) any material fact that has arisen or been discovered and that would be required to be disclosed in the Prospectus if filed on such date; and (c) any change in any material fact (which for the purposes of this Agreement will be deemed to include the disclosure of any previously undisclosed material fact) contained in the Prospectus, including all documents incorporated by referencethe U.S. Final Prospectus, which the Registration Statement or any Supplementary Material or any event or development involving a prospective material change or a change in a material fact or any other material change isconcerning the Corporation or any other change which, or may bein each case, is of such a nature as to result in, or could be considered reasonably likely to result in, a misrepresentation in the Prospectus, the U.S. Final Prospectus, the Registration Statement or any Supplementary Material, as they exist immediately prior to such change, or could render any statement of the foregoing, as they exist immediately prior to such change, not in compliance with any Securities Laws. 6.2 During the period of distribution of the Debentures, the Corporation will promptly notify the Agents in writing with full particulars of any such change referred to in the Prospectus misleading or untrue or which would result in a Misrepresentation in preceding paragraph and the Prospectus or which would result in the Prospectus not complying with Securities Laws. Postmedia will promptly, and in any event within any applicable time limitation, complyCorporation shall, to the reasonable satisfaction of the Standby PurchaserAgents, acting reasonably, provided that each of the Agents has taken all actions required by it hereunder to permit the Corporation to do so, file promptly and, in any event, within all applicable time limitation periods with the Securities Commissions or the SEC a new Prospectus, the U.S. Final Prospectus, post-effective amendment to the Registration Statement or other Supplementary Material, as the case may be, or material change report as may be required under the Securities Laws and shall comply with all other applicable filings filing and other requirements under the Securities Laws including any requirements necessary to qualify the distribution of the Debentures and shall deliver to the Agents as a result soon as practicable thereafter its reasonable requirements of conformed or commercial copies of any such fact or changenew Prospectus or, if required, other Supplementary Material. HoweverSubject to its obligations under Securities Laws, Postmedia the Corporation will not file any Prospectus Amendment, amendment to the Form F-7 registration statement such new amended disclosure documentation or other document material change report without first obtaining the written approval from the Standby Purchaser, after consultation with the Standby Purchaser with respect to of the form and content thereofthereof by the Agents, which approval will shall not be unreasonably withheld or delayed. Postmedia . 6.3 The Corporation will in good faith discuss with the Standby Purchaser Agents as promptly as possible any fact circumstance or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) event which is of such a nature that there is or reasonably ought to be consideration given as to whether there may be a material change or change in a material fact or other change described in paragraph 6.1. 6.4 If during the period of distribution of the Debentures, there shall be any change in the Securities Laws which, in the reasonable doubt whether written notice need be given under this Section 4.1opinion of the Agents, requires the filing of Supplementary Material, the Corporation shall, to the satisfaction of the Agents, acting reasonably, promptly prepare and file such Supplementary Material with the appropriate securities regulatory authority in each of the Qualifying Jurisdictions and with the SEC, or in any other Selling Jurisdictions where such filing is required.

Material Change During Distribution. During the period from the date of this Agreement to the Closing Date, Postmedia 6.1. The Corporation will promptly notify the Standby Purchaser Agent in writing of: (a) if, prior to termination of the distribution of the Offered Units, there shall occur any material change (actual, anticipated, contemplated or threatened, financial or otherwise) change in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of Postmedia and its subsidiaries taken as a whole; (b) any material fact that has arisen or been discovered and that would be required to be disclosed in the Prospectus if filed on such date; and (c) any change in any material fact (which for the purposes of this Agreement will be deemed to include the disclosure of any previously undisclosed material fact) contained in the Prospectus, including all documents incorporated by referencethe U.S. Final Prospectus, which the Registration Statement or any Supplementary Material or any event or development involving a prospective material change or a change in a material fact or any other material change isconcerning the Corporation or any other change which, or may bein each case, is of such a nature as to result in, or could be considered reasonably likely to result in, a misrepresentation in the Prospectus, the U.S. Final Prospectus, the Registration Statement or any Supplementary Material, as they exist immediately prior to such change, or could render any statement of the foregoing, as they exist immediately prior to such change, not in compliance with any Securities Laws. 6.2. During the period of distribution of the Offered Units, the Corporation will promptly notify the Agent in writing with full particulars of any such change referred to in the Prospectus misleading or untrue or which would result in a Misrepresentation in preceding paragraph and the Prospectus or which would result in the Prospectus not complying with Securities Laws. Postmedia will promptly, and in any event within any applicable time limitation, complyCorporation shall, to the reasonable satisfaction of the Standby PurchaserAgent, acting reasonably, provided that the Agent has taken all actions required by it hereunder to permit the Corporation to do so, file promptly and, in any event, within all applicable time limitation periods with the Securities Commissions or the SEC a new Prospectus, the U.S. Final Prospectus, post-effective amendment to the Registration Statement or other Supplementary Material, as the case may be, or material change report as may be required under the Securities Laws and shall comply with all other applicable filings filing and other requirements under the Securities Laws including any requirements necessary to qualify the distribution of the Offered Units and shall deliver to the Agent as a result soon as practicable thereafter its reasonable requirements of conformed or commercial copies of any such fact or changenew Prospectus or, if required, other Supplementary Material. HoweverSubject to its obligations under Securities Laws, Postmedia the Corporation will not file any Prospectus Amendment, amendment to the Form F-7 registration statement such new amended disclosure documentation or other document material change report without first obtaining the written approval from the Standby Purchaser, after consultation with the Standby Purchaser with respect to of the form and content thereofthereof by the Agent, which approval will shall not be unreasonably withheld or delayed. 6.3. Postmedia The Corporation will in good faith discuss with the Standby Purchaser Agent as promptly as possible any fact circumstance or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) event which is of such a nature that there is or reasonably ought to be consideration given as to whether there may be a material change or change in a material fact or other change described in paragraph 6.1. 6.4. If during the period of distribution of the Offered Units, there shall be any change in the Securities Laws which, in the reasonable doubt whether written notice need be given under this Section 4.1opinion of the Agent, requires the filing of Supplementary Material, the Corporation shall, to the satisfaction of the Agent, acting reasonably, promptly prepare and file such Supplementary Material with the appropriate securities regulatory authority in each of the Qualifying Jurisdictions and with the SEC, or in any other Selling Jurisdictions where such filing is required.

Material Change During Distribution. During the period from the date of this Agreement to the Closing Date, Postmedia will SEG shall promptly notify the Standby Purchaser Purchasers in writing of the full particulars of: (a) any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of Postmedia SEG and its subsidiaries taken as a whole; it being understood and agreed that the contribution of assets and liabilities associated with the SEG Business in connection with the Spin-Off Transaction as described in the Information Statement shall not be considered a material change; (b) the occurrence of any event as a result of which the Prospectus included in the Registration Statement at the time of effectiveness of the Registration Statement and mailing of the Prospectus contains a Misrepresentation; (c) the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would be likely to cause any of the representations or warranties of SEG contained herein to be untrue or inaccurate, in any material fact that has arisen respect in the case of any representation or been discovered and that warranty other than a Fundamental Representation, or would be required result in non-compliance in any material respect with any covenant, condition or agreement to be disclosed in the Prospectus if filed on such datecomplied with or satisfied by SEG, contained herein; and (cd) any change in any material fact (which for the purposes of this Agreement will be deemed to include the disclosure initiation of any previously undisclosed material fact) contained in the Prospectusclaim, litigation, investigation or proceeding, including all documents incorporated without limitation by referenceor before any Governmental Entity, which fact or change is, or may be, of such a nature as to render any statement in the Prospectus misleading or untrue or which would result in a Misrepresentation in the Prospectus or which would result in the Prospectus not complying with Securities Laws. Postmedia will promptly, and in any event within any applicable time limitation, comply, relation to the reasonable satisfaction Spin-Off Transaction, the Rights Offering or the Securities. At the request of the a Standby Purchaser, with all applicable filings and other requirements under the Securities Laws SEG shall use reasonable best efforts to prepare, as soon as practical, a result supplement or amendment to such Prospectus so that, as thereafter delivered to any prospective purchasers of such fact or changeSecurities, such Prospectus shall not contain any Misrepresentations. However, Postmedia SEG will not file any Prospectus Amendment, supplement or amendment to the Form F-7 registration statement or other document such Prospectus without first obtaining approval from allowing the Standby PurchaserPurchasers to review, after consultation with the Standby Purchaser with respect to the form and content thereofcomment on, which approval will not be unreasonably withheld or delayedsuch Prospectus. Postmedia will SEG shall in good faith discuss with the Standby Purchaser Purchasers any fact fact, event or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt as to whether written notice to the Standby Purchasers need be given under this Section 4.1paragraph.

Material Change During Distribution. (a) During the period from the date of this Agreement to the Closing Date, Postmedia PERC will promptly notify the Standby Purchaser Purchasers in writing of: (a) of the full particulars of any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of Postmedia PERC and its subsidiaries taken as a whole;. (b) During the period from the date of this Agreement to the date of filing of the Final Prospectus with the Canadian Securities Commissions, PERC will promptly notify the Standby Purchasers in writing of the full particulars of: (i) any material fact that has arisen or been discovered and that would be required to be disclosed in the Prospectus if filed on such date; and (cii) any change in any material fact (which for the purposes of this Agreement will be deemed to include the disclosure of any previously undisclosed material fact) contained in the Prospectus, including all documents incorporated by reference, which fact or change is, or may be, of such a nature as to render any statement in the Prospectus misleading or untrue or which would result in a Misrepresentation in the Prospectus or which that would result in the Prospectus not complying with applicable Securities Laws. Postmedia . (c) During the period from the date of filing of the Final Prospectus with the Canadian Securities Commissions to the Closing Date, PERC will, on a weekly basis on the Weekly Diligence Date, notify the Standby Purchasers in writing of the full particulars of: (i) any material adverse fact that has arisen or been discovered and that would be required to be disclosed in the Prospectus if filed on such date; and (ii) any change in any material fact contained in the Prospectus, including all documents incorporated by reference, which fact or change is, or may be, of such a nature as to result in a Misrepresentation in the Prospectus or that would result in the Prospectus not complying with applicable Securities Laws. (d) PERC will promptly, and in any event within any applicable time limitation, comply, to the reasonable satisfaction of the Standby PurchaserPurchasers, acting reasonably, with all applicable filings and other requirements under the Securities Laws as a result of such fact or change. However, Postmedia PERC will not file any Prospectus Amendment, amendment to the Form F-7 registration statement Amendment or other document without first obtaining approval from the Standby PurchaserPurchasers, after consultation with the Standby Purchaser Purchasers with respect to the form and content thereof, which approval will not be unreasonably withheld withheld, conditioned or delayed. Postmedia PERC will in good faith discuss with the Standby Purchaser Purchasers any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which that is of such a nature that there is reasonable doubt whether written notice need be given under this Section 4.1.

Material Change During Distribution. 5.1 During the period from Distribution Period, the date of this Agreement to the Closing Date, Postmedia will Corporation shall promptly notify the Standby Purchaser Lead Underwriter in writing of the full particulars of: (a) any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, prospects, liabilities (contingent or otherwise) ), capital, ownership or capital control of Postmedia the Corporation, Legerity or any of their respective subsidiaries, that would be material to the Corporation, Legerity and its their respective subsidiaries taken as a whole; (b) any material fact that has arisen or been discovered and that would be required to be disclosed in the Prospectus if filed on such date; and (cb) any change in any material fact (which for the purposes of this Agreement will be deemed to include the disclosure or any misstatement or omission of any previously undisclosed material fact) contained fact in the ProspectusDisclosure Documents or any Subsequent Disclosure Documents, including all documents incorporated by referenceor the existence of any new material fact not disclosed in the Disclosure Documents or any Subsequent Disclosure Documents, which change, misstatement, omission or new material fact or change is, or may be, of such a nature as to render any statement in the Prospectus Disclosure Documents misleading or untrue in any material respect or which would result in a Misrepresentation in the Prospectus misrepresentation therein or which would result in the Prospectus Disclosure Documents not complying in any material respect with any Securities Laws. Postmedia will Legislation or which change, misstatement or new material fact would reasonably be expected to have a material effect on the market price or value of the Offered Securities. 5.2 The Corporation shall promptly, and in any event within any applicable time limitation, comply, to the reasonable satisfaction of the Standby PurchaserUnderwriters, with all applicable filings and other requirements under the Securities Laws Legislation in the Qualifying Provinces and the United States and the rules and by-laws of the Exchanges arising as a result of such change, misstatement or new material fact or change. Howeverreferred to in paragraph 5.1, Postmedia will provided that the Corporation shall not file any Prospectus Amendment, amendment to the Form F-7 registration statement Amendment and U.S. Prospectus Amendment or other document relating to the Offered Securities without first obtaining the approval from of the Standby PurchaserUnderwriters, after consultation with the Standby Purchaser Underwriters with respect to the form and content thereof, thereof which approval will not be unreasonably withheld or delayed. Postmedia will The Corporation shall in good faith discuss with the Standby Purchaser Underwriters any such fact, misstatement or new material fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 4.1.paragraph. The Corporation shall allow the Underwriters to conduct all "due diligence" investigations which, in the reasonable opinion of the Underwriters, are required in order to responsibly execute any certificate required to be executed by the Underwriters in any Prospectus Amendment and U.S.

Material Change During Distribution. During the period from the date of this Agreement to the Closing Date, Postmedia will the Issuer shall promptly notify the Standby Purchaser in writing of the full particulars of: (a) any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of Postmedia the Issuer and its subsidiaries Subsidiaries taken as a whole; (b) any material fact that fact, event or circumstance which has arisen or been discovered and that would be have been required to be disclosed have been stated in the Prospectus if filed on such dateor the Registration Statement had the fact, event or circumstance arisen or been discovered on, or prior to, the date of the Prospectus or the Registration Statement, as applicable; and (c) any change in any material fact matter (which for the purposes of this Agreement will shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the ProspectusProspectus or the Registration Statement, including all documents incorporated by reference, which fact that would have been required to be stated or change disclosed in the Prospectus or the Registration Statement, as applicable, had it arisen or been discovered on, or prior to, the date of the Prospectus or the Registration Statement, as applicable, that is, or may be, of such a nature as to render any statement in the Prospectus or the Registration Statement, as applicable, misleading or untrue or which that would result in the Prospectus or the Registration Statement, as applicable, not containing full, true and plain disclosure of all material facts relating to the Issuer, its Subsidiaries and the Securities or a Misrepresentation in the Prospectus or the Registration Statement or which would result in the Prospectus or the Registration Statement, as applicable, not complying (to the extent that such compliance is required) with Securities Laws. Postmedia will The Issuer shall promptly, and in any event within any applicable time limitation, comply, to the reasonable satisfaction of the Standby Purchaser, with all applicable filings and other requirements under the Securities Laws as a result of such fact or changeany of the foregoing. However, Postmedia will the Issuer shall not file any Prospectus Amendment, any amendment to the Form F-7 registration statement Registration Statement, or any other document without first obtaining approval from the Standby Purchaser, after consultation with the Standby Purchaser with respect to the form and content thereof, which approval will not be unreasonably withheld or delayed. Postmedia will The Issuer shall in good faith discuss with the Standby Purchaser any fact fact, event or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt as to whether written notice to the Purchaser need be given under this Section 4.1paragraph.

Material Change During Distribution. During the period from 7.1 Commencing on the date hereof and until the completion of this Agreement to distribution of the Closing DateCommon Shares, Postmedia will the Corporation shall promptly notify the Standby Purchaser Agent in writing of: (a) any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) ), capital or capital control of Postmedia the Corporation or its Subsidiary that would be material to the Corporation and its subsidiaries Subsidiary taken as a whole;, and (b) any material fact that has arisen or been discovered and that would be required to be disclosed in the Prospectus if filed on such date; and (c) any change in any material fact (which for the purposes of this Agreement will be deemed to include the disclosure or any misstatement of any previously undisclosed material fact) fact contained in the Preliminary Prospectus, including all documents incorporated by referencethe Prospectus or any Prospectus Amendment, or the existence of any new material fact not disclosed in the Preliminary Prospectus, the Prospectus or any Prospectus Amendment, which change, misstatement or new material fact or change is, or may be, of such a nature as to render any statement in the Preliminary Prospectus, the Prospectus or any Prospectus Amendment misleading or untrue or which would result in a Misrepresentation in the Prospectus misrepresentation therein or which would result in the Preliminary Prospectus, the Prospectus or any Prospectus Amendment not complying with any Securities Laws. Postmedia will Laws other than the state and federal securities laws of the United States, as the case may be, or which change, misstatement or new material fact would reasonably be expected to have an adverse effect on the market price or value of the common shares of the Corporation. 7.2 The Corporation shall promptly, and in any event within any applicable time limitation, comply, to the reasonable satisfaction of the Standby PurchaserAgent, with all applicable filings and other requirements under the Securities Laws and the rules and by-laws of the TSE and, if applicable, United States securities laws as a result of such change, misstatement or new material fact or change. Howeverreferred to in Section 7.1, Postmedia will provided that the Corporation shall not file any Prospectus Amendment, amendment to the Form F-7 registration statement Amendment or other document relating to the Subject Securities without first obtaining the approval from of the Standby PurchaserAgent, after consultation with the Standby Purchaser Agent with respect to the form and content thereof, which approval will shall not be unreasonably withheld or delayed. Postmedia will The Corporation shall in good faith discuss with the Standby Purchaser Agent any such fact, misstatement or new material fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this paragraph. The Corporation shall allow the Agent to conduct all "due diligence" investigations which, in the reasonable opinion of the Agent, are required in order to responsibly execute any certificate required to be executed by the Agent in any Prospectus Amendment. The Corporation shall promptly deliver or cause to be delivered to the Agent and the Agent's counsel a copy of each Prospectus Amendment, signed as required by applicable Securities Laws by all parties other than the Agent, as well as opinions and letters with respect to each such Prospectus Amendment to the same effect as those referred to in Section 4.14 and dated the date of such Prospectus Amendment. 7.3 The delivery to the Agent of a Prospectus Amendment shall constitute a representation and warranty to the Agent by the Corporation with respect to the Preliminary Prospectus or the Prospectus, as the case may be, as amended, modified or superceded by such Prospectus Amendment and by each Prospectus Amendment previously delivered to the Agent as aforesaid, to the same effect as set forth in Sections 4 and 5. Such delivery shall also constitute the consent and authorization of the Corporation to the use of the Preliminary Prospectus, or the Prospectus, as the case may be, as so amended, by the Agent in connection with the distribution of the Common Shares and the Purchase Warrants underlying the Special Warrants, the Compensation Purchase Warrants underlying the Broker's Options and the Fiscal Advisor Warrants underlying the Fiscal Advisor Option in the Selling Jurisdictions. 7.4 The Corporation shall deliver or cause to be delivered to the Agent, as soon as possible, without charge, as many commercial copies of any Prospectus Amendment in such cities in the Selling Jurisdictions as the Agent may request.

Material Change During Distribution. During the period from the date of this Agreement to the earlier of the completion of the distribution by the Standby Purchasers of the Standby Subscription Receipts and the underlying Common Shares (as notified by the Standby Purchasers pursuant to Section 4.4) and ninety (90) days after the Closing DateDate (the “Qualification Period”), Postmedia will Catalyst shall promptly notify the Standby Purchaser Purchasers in writing of: (a) any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of Postmedia Catalyst and its subsidiaries taken as a whole; (b) any material fact that has arisen or been discovered and that would be required to be disclosed in the Prospectus if filed on such date; and (c) any change in any material fact (which for the purposes of this Agreement will shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Prospectus, including all documents incorporated by reference, which fact or change is, or may be, of such a nature as to render any statement in the Prospectus misleading or untrue or which would result in a Misrepresentation in the Prospectus or which would result in the Prospectus not complying (to the extent that such compliance is required) with Canadian Securities Laws. Postmedia will Catalyst shall promptly, and in any event within any applicable time limitation, comply, to the reasonable satisfaction of the Standby PurchaserPurchasers, with all applicable filings and other requirements under the Securities Laws as a result of such fact or change. However, Postmedia will Catalyst shall not file any Prospectus Amendment, amendment to the Form F-7 registration statement Amendment or other document without first obtaining approval from the Standby PurchaserPurchasers, after consultation with the Standby Purchaser Purchasers with respect to the form and content thereof, which approval will not be unreasonably withheld or delayed. Postmedia will Catalyst shall in good faith discuss with the Standby Purchaser Purchasers any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 4.1.

Material Change During Distribution. During the period from the date of this Agreement to the Closing DateDistribution Period, Postmedia will Issuer shall promptly notify the Standby Purchaser Agent in writing of: (a) any material change (actual, anticipated, contemplated contemplated, proposed or threatened, financial or otherwise) in the business, financial condition, affairs, operations, assets, liabilities or obligations (contingent or otherwise) or capital of Postmedia and its subsidiaries taken as a wholeIssuer; (b) any material fact that has arisen or has been discovered and that which would be have been required to be disclosed have been stated in the Final Prospectus if filed on such dateor a Prospectus Amendment had the fact arisen or been discovered on, or prior to, the date of the Final Prospectus or the Prospectus Amendment; and (c) any change in any material fact (which for the purposes of this Agreement will be deemed to include the disclosure of any previously undisclosed material fact) or matter covered by a statement contained in the Prospectus, including all documents incorporated by reference, Final Prospectus or any Prospectus Amendment which fact or change is, or may be, of such a nature as to render any statement in the Final Prospectus or any Prospectus Amendment misleading or untrue or which would result in a Misrepresentation misrepresentation in the Final Prospectus or which would result in any Prospectus Amendment. During the Prospectus not complying with Securities Laws. Postmedia will Distribution Period, Issuer shall promptly, and in any event within any applicable statutory time limitation, comply, to the reasonable satisfaction of the Standby PurchaserAgent, with all applicable filings and other requirements under the Canadian Securities Laws as a result of such material fact or change. However, Postmedia will ; provided that Issuer shall not file any Prospectus Amendment, amendment to the Form F-7 registration statement Amendment or other document without first obtaining the approval from of the Standby PurchaserAgent, after consultation with the Standby Purchaser Agent with respect to the form and content thereof, which approval will not be unreasonably withheld or delayed. Postmedia will Issuer shall in good faith discuss with the Standby Purchaser Agent any fact or change in circumstances (actual, anticipated, contemplated contemplated, proposed or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 4.1.Section. During the Distribution Period, Issuer shall advise the Agent promptly, and forthwith provide the Agent with copies, of any written communications issued by any securities regulatory authority or by the TSXV (a) suspending or preventing the use of the Prospectus or a Prospectus Amendment; or (b) otherwise relating to the Prospectus or the Offering. Issuer shall deliver promptly to the Agent signed and certified copies of all Prospectus Amendments and the Agent agrees to provide the same to each person who has received a Final Prospectus

Material Change During Distribution. During the period from the date of this Agreement to the Closing Date, Postmedia will WEF shall promptly notify the Standby Purchaser in writing of the full particulars of: (a) any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of Postmedia WEF and its subsidiaries taken as a whole; (b) any material fact that fact, event or circumstance which has arisen or been discovered and that would be have been required to be disclosed have been stated in the Prospectus if filed on such datehad the fact, event or circumstance arisen or been discovered on, or prior to, the date of the Prospectus; and (c) any change in any material fact matter (which for the purposes of this Agreement will shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Prospectus, including all documents incorporated by reference, which fact that would have been required to be stated or change disclosed in the Prospectus had it arisen or been discovered on, or prior to, the date of the Prospectus, that is, or may be, of such a nature as to render any statement in the Prospectus misleading or untrue or which that would result in the Prospectus not containing full, true and plain disclosure of all material facts relating to WEF, its subsidiaries and the Securities or a Misrepresentation in the Prospectus or which would result in the Prospectus not complying (to the extent that such compliance is required) with Securities Laws. Postmedia will WEF shall promptly, and in any event within any applicable time limitation, comply, to the reasonable satisfaction of the Standby Purchaser, with all applicable filings and other requirements under the Securities Laws as a result of such fact or changeany of the foregoing. However, Postmedia will WEF shall not file any Prospectus Amendment, amendment to the Form F-7 registration statement Amendment or other document without first obtaining approval from the Standby Purchaser, after consultation with the Standby Purchaser with respect to the form and content thereof, which approval will not be unreasonably withheld or delayed. Postmedia will WEF shall in good faith discuss with the Standby Purchaser any fact fact, event or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt as to whether written notice to the Standby Purchaser need be given under this Section 4.1paragraph.

Material Change During Distribution. (a) During the period from the date of this Agreement to the Closing Date, Postmedia will ATS shall promptly notify the Standby Purchaser Purchasers in writing of: (a) of any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of Postmedia ATS and its subsidiaries taken as a whole;. (b) During the period from the date hereof to the date of filing of the Final Prospectus with the Canadian Securities Commissions, ATS shall promptly notify the Standby Purchasers in writing of: (i) any material fact that has arisen or been discovered and that would be required to be disclosed in the Prospectus if filed on such date; and (cii) any change in any material fact (which for the purposes of this Agreement will be deemed to include the disclosure of any previously undisclosed material fact) contained in the Prospectus, including all documents incorporated by reference, which fact or change is, or may be, of such a nature as to render any statement in the Prospectus misleading or untrue or which would result in a Misrepresentation in the Prospectus or which that would result in the Prospectus not complying with applicable Securities Laws. Postmedia will . (c) During the period from the date of filing of the Final Prospectus with the Canadian Securities Commissions to the Closing Date, ATS shall, on a weekly basis on the Weekly Diligence Date, notify the Standby Purchasers in writing of: (i) any material adverse fact that has arisen or been discovered and that would be required to be disclosed in the Prospectus if filed on such date; and (ii) any change in any material fact contained in the Prospectus, including all documents incorporated by reference, which fact or change is, or may be, of such a nature as to result in a Misrepresentation in the Prospectus or that would result in the Prospectus not complying with applicable Securities Laws. (d) ATS shall promptly, and in any event within any applicable time limitation, comply, to the reasonable satisfaction of the Standby PurchaserPurchasers, acting reasonably, with all applicable filings and other requirements under the Securities Laws as a result of such fact or change. However, Postmedia will not file any Prospectus Amendment, amendment to the Form F-7 registration statement or other document without first obtaining approval from the Standby Purchaser, after consultation with the Standby Purchaser with respect to the form and content thereof, which approval will not be unreasonably withheld or delayed. Postmedia will ATS shall in good faith discuss with the Standby Purchaser Purchasers any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which that is of such a nature that there is reasonable doubt whether written notice need be given under this Section 4.1.