Common use of No Offering Memorandum Clause in Contracts

No Offering Memorandum. Neither the Corporation nor the Agents shall: (i) provide to prospective Purchasers any document or other material or information that would constitute an offering memorandum within the meaning of Canadian Securities Laws other than the Presentation; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Convertible Debentures, including but not limited to, causing the sale of the Convertible Debentures to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Convertible Debentures whose attendees have been invited by general solicitation or advertising.

No Offering Memorandum. Neither the Corporation Company nor the Agents Agent shall: (i) provide to prospective Purchasers purchasers of Subscription Receipts any document or other material or information that would constitute an offering memorandum within the meaning of Canadian Securities Laws other than the Presentationapplicable securities laws of the Selling Jurisdictions; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Convertible DebenturesSubscription Receipts, including but not limited to, causing the sale of the Convertible Debentures Subscription Receipts to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or otherwise, or conduct any seminar or meeting relating to the any offer and sale of the Convertible Debentures Subscription Receipts whose attendees have been invited by general solicitation or advertising.

No Offering Memorandum. Neither the Corporation nor the Agents shall: (i) other than the Presentation, provide to prospective Purchasers any document or other material or information that would constitute an offering memorandum within the meaning of Canadian Securities Laws other than the PresentationLaws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Convertible DebenturesSpecial Warrants, including but not limited to, causing the sale of the Convertible Debentures Special Warrants to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Convertible Debentures Special Warrants whose attendees have been invited by general solicitation or advertising.

No Offering Memorandum. Neither the Corporation nor the Agents shall: shall (i) provide to prospective Purchasers purchasers of Offered Securities any document or other material or information that would constitute an offering memorandum within the meaning of Canadian the Securities Laws other than of the Presentation; Offering Jurisdictions or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Convertible DebenturesOffered Securities, including but not limited to, causing the sale of the Convertible Debentures Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic displaydisplay or the Internet, or otherwise, or conduct any seminar or meeting relating to the any offer and sale of the Convertible Debentures Offered Securities whose attendees have been invited by a general solicitation or general advertising.

No Offering Memorandum. Neither the Corporation Company nor the Agents shall: shall (i) provide to prospective Purchasers purchasers of the Units any document or other material or information that would constitute an offering memorandum or future oriented financial information within the meaning of Canadian Applicable Securities Laws other than the PresentationLaws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Convertible DebenturesUnits, including but not limited to, causing the sale of the Convertible Debentures Units to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Convertible Debentures Units whose attendees have been invited by general solicitation or advertising.

No Offering Memorandum. Neither the Corporation nor the Agents shall: shall (i) provide to prospective Purchasers purchasers of the Subscription Receipts any document or other material or information that would constitute an offering memorandum within the meaning of Canadian Securities Laws Laws, other than the Corporate Presentation; , or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Convertible DebenturesSubscription Receipts, including but not limited to, by causing the sale of the Convertible Debentures Subscription Receipts to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, circulation or broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to in connection with the offer and sale of the Convertible Debentures Subscription Receipts whose attendees have been invited by general solicitation or general advertising.

No Offering Memorandum. Neither the Corporation Company nor the Agents shall: Agent shall (i) provide to prospective Purchasers purchasers of the Units any document or other material or information that would constitute an offering memorandum or “future-oriented financial information” within the meaning of Canadian Securities Laws other than the PresentationLaws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Convertible DebenturesUnits, including but not limited to, causing the sale of the Convertible Debentures Units to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Convertible Debentures Units whose attendees have been invited by general solicitation or advertising.

No Offering Memorandum. Neither the Corporation nor the Agents shall: shall (i) provide to prospective Purchasers purchasers of Units any document or other material or information that would constitute an offering memorandum within the meaning of Canadian the Securities Laws other than of the Presentation; Offering Jurisdictions or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Convertible DebenturesUnits, including but not limited to, causing the sale of the Convertible Debentures Units to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic displaydisplay or the Internet, or otherwise, or conduct any seminar or meeting relating to the any offer and sale of the Convertible Debentures Units whose attendees have been invited by a general solicitation or general advertising.

No Offering Memorandum. Neither Other than the Presentation, neither the Corporation nor the Agents shall: shall (i) provide to prospective Purchasers purchasers of Offered Units any document or other material or information that would constitute an offering memorandum within the meaning of Canadian the Securities Laws other than of the PresentationOffering Jurisdictions; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Convertible DebenturesOffered Units, including but not limited to, causing the sale of the Convertible Debentures Offered Units to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic displaydisplay or the Internet, or otherwise, or conduct any seminar or meeting relating to the any offer and sale of the Convertible Debentures Offered Units whose attendees have been invited by a general solicitation or general advertising.

No Offering Memorandum. Neither the Corporation nor the Agents shall: Underwriters shall (i) provide to prospective Purchasers purchasers of Shares any document or other material or information that would constitute an offering memorandum or prospectus within the meaning of Canadian the Securities Laws other than of the Presentation; Offering Jurisdictions, or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Convertible DebenturesShares, including but not limited to, causing the sale of the Convertible Debentures Shares to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic displaydisplay or the Internet, or otherwise, or conduct any seminar or meeting relating to the any offer and sale of the Convertible Debentures Shares whose attendees have been invited by a general solicitation or general advertising.

No Offering Memorandum. Neither the Corporation nor the Agents shall: shall (i) provide to prospective Purchasers purchasers of Offered Securities any document or other material or information that would constitute an offering memorandum within the meaning of Canadian the Securities Laws other than of the Presentation; Offering Jurisdictions or (ii) engage in any form of general solicitation General Solicitation or general advertising General Advertising in connection with the offer and sale of the Convertible DebenturesOffered Securities, including but not limited to, causing the sale of the Convertible Debentures Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic displaydisplay or the Internet, or otherwise, or conduct any seminar or meeting relating to the any offer and sale of the Convertible Debentures Offered Securities whose attendees have been invited by general solicitation a General Solicitation or advertisingGeneral Advertising.

No Offering Memorandum. Neither the Corporation nor the Agents Agent shall: (i) provide to prospective Purchasers any document or other material or information informa tion that would constitute an offering memorandum within the meaning of Canadian Canadia n Securities Laws other than the Presentation; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Convertible DebenturesSpecial Warrants, including but not limited to, causing the sale of the Convertible Debentures Specia l Warrants to be advertised in any newspaper, magazine, printed public mediamedia , printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Convertible Debentures Specia l Warrants whose attendees have been invited by general solicitation or advertising.

No Offering Memorandum. Neither the Corporation nor the Agents shall: any Agent shall (ig) provide to prospective Purchasers purchasers of Offered Units any document or other material or information that would constitute an offering memorandum or prospectus within the meaning of Canadian the Securities Laws other than of the Presentation; Offering Jurisdictions or (iih) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Convertible DebenturesOffered Units, including but not limited toincluding, causing the sale of the Convertible Debentures Offered Units to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic displaydisplay or the internet, or otherwise, or conduct any seminar or meeting relating to the any offer and sale of the Convertible Debentures Offered Units whose attendees have been invited by a general solicitation or general advertising.

No Offering Memorandum. Neither the Corporation nor the Agents shall: Agent shall (i) provide to prospective Purchasers purchasers of Offered Securities any document or other material or information that would constitute an offering memorandum within the meaning of Canadian the Securities Laws other than of the Presentation; Offering Jurisdictions or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Convertible DebenturesOffered Securities, including but not limited to, causing the sale of the Convertible Debentures Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic displaydisplay or the Internet, or otherwise, or conduct any seminar or meeting relating to the any offer and sale of the Convertible Debentures Offered Securities whose attendees have been invited by a general solicitation or general advertising.

No Offering Memorandum. Neither the Corporation nor the Agents shall: Agent shall (i) provide to prospective Purchasers purchasers of Offered Securities any document or other material or information that would constitute an offering memorandum within the meaning of Canadian the Securities Laws other than of the Presentation; Offering Jurisdictions or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Convertible DebenturesOffered Securities, including but not limited to, causing the sale of the Convertible Debentures Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic displaydisplay or the Internet, or otherwise, or conduct any seminar or meeting relating to the any offer and sale of the Convertible Debentures Offered Securities whose attendees have been invited by a general solicitation or advertising.

No Offering Memorandum. Neither the Corporation Company nor the Agents shall: shall (i) provide to prospective Purchasers purchasers of the Special Warrants any document or other material or information that would constitute an offering memorandum or future oriented financial information within the meaning of Canadian Securities Laws other than the PresentationLaws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Convertible DebenturesSpecial Warrants, including but not limited to, causing the sale of the Convertible Debentures Special Warrants to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Convertible Debentures Special Warrants whose attendees have been invited by general solicitation or advertising.

No Offering Memorandum. Neither Other than the Presentation, neither the Corporation nor the Agents shall: Agent shall (i) provide to prospective Purchasers purchasers of Offered Units any document or other material or information that would constitute an offering memorandum within the meaning of Canadian the Securities Laws other than of the PresentationOffering Jurisdictions; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Convertible DebenturesOffered Units, including but not limited to, causing the sale of the Convertible Debentures Offered Units to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic displaydisplay or the Internet, or otherwise, or conduct any seminar or meeting relating to the any offer and sale of the Convertible Debentures Offered Units whose attendees have been invited by a general solicitation or general advertising.

No Offering Memorandum. Neither the Corporation nor the Agents shall: (i) provide to prospective Purchasers any document or other material or information that would constitute an offering memorandum within the meaning of Canadian applicable Securities Laws Laws, other than the PresentationCorporate Presentation and the Financing Document; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Convertible DebenturesUnits, including but not limited to, causing the sale of the Convertible Debentures Units to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Convertible Debentures Units whose attendees have been invited by general solicitation or advertising.

No Offering Memorandum. Neither the Corporation Company nor the Agents shall: Underwriter shall (i) provide to prospective Purchasers purchasers of the Offered Securities any document or other material or information that would constitute an offering memorandum or future oriented financial information within the meaning of Canadian Securities Laws other than the PresentationLaws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Convertible DebenturesOffered Securities, including but not limited to, causing the sale of the Convertible Debentures Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Convertible Debentures Offered Securities whose attendees have been invited by general solicitation or advertising.

No Offering Memorandum. Neither the Corporation nor the Agents shall: Agent shall (i) provide to prospective Purchasers purchasers of Offered Securities any document or other material or information that would constitute an offering memorandum within the meaning of Canadian the Securities Laws other than of the Presentation; Offering Jurisdictions or (ii) engage in any form of general solicitation General Solicitation or general advertising General Advertising in connection with the offer and sale of the Convertible DebenturesOffered Securities, including but not limited to, causing the sale of the Convertible Debentures Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic displaydisplay or the Internet, or otherwise, or conduct any seminar or meeting relating to the any offer and sale of the Convertible Debentures Offered Securities whose attendees have been invited by general solicitation a General Solicitation or advertisingGeneral Advertising.

No Offering Memorandum. Neither the Corporation Company nor the Agents shall: shall (i) provide to prospective Purchasers purchasers of the Subscription Receipts any document or other material or information that would constitute an offering memorandum or future oriented financial information within the meaning of Canadian Securities Laws other than the PresentationLaws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Convertible DebenturesSubscription Receipts, including but not limited to, by causing the sale of the Convertible Debentures Subscription Receipts to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, circulation or broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to in connection with the offer and sale of the Convertible Debentures Subscription Receipts whose attendees have been invited by general solicitation or general advertising.