Common use of Qualifying Transaction Clause in Contracts

Qualifying Transaction. Responsibilities of CDNX 1. When reviewing a QT Circular filing, CDNX will exercise its reasonable professional judgement. 2. When reviewing a QT Circular, CDNX, on a timely basis, having regard to the procedures set out in Part II of Appendix A will use its reasonable best efforts to: (a) apply and enforce the CPC Policy; and (b) assess the quality of the disclosure in the QT Circular to determine whether it appears to comply in all material respects with the QT Circular Form. 3. CDNX will not accept a QT Circular where it appears to CDNX that: (a) the QT Circular does not comply in all material respects with the QT Circular Form; (b) there is material non-compliance with the CPC Policy and such non-compliance, if allowed, would constitute a Significant Waiver, unless a Significant Waiver has been granted in accordance with Part VI of this Agreement; or (c) any necessary exemption or waiver from securities legislation has not been granted by the relevant securities regulatory authority(ies) or regulator(s). 4. This Agreement does not impose on CDNX a standard higher than that which would be achieved by the exercise of reasonable professional judgement. This Agreement does not impose a responsibility on CDNX to: (a) be a substitute for the due diligence investigations of the CPC, its directors, officers, promoters or the Sponsor; (b) ensure the viability of the Resulting Issuer; (c) guarantee the adequacy of the disclosure in the QT Circular; (d) guarantee there are no public interest concerns; (e) guarantee compliance with the CPC Policy; or (f) guarantee compliance by the CPC, Target Company or the Resulting Issuer with applicable securities legislation or securities directions.