Common use of Securities Qualification Requirements Clause in Contracts

Securities Qualification Requirements. a. If, in the opinion of Counsel, any instrument is required to be filed with, or any permission is required to be obtained from, any governmental authority or regulatory body in Canada or the United States or any other step is required under any federal or provincial law of Canada or federal or state law of the United States before any Common Shares which a Warrantholder is entitled to acquire pursuant to the exercise of any Purchase Warrant may properly and legally be issued upon due exercise thereof and thereafter traded, without further formality or restriction, the Corporation covenants that it will take such required action at its expense, as is required or appropriate in the circumstances. b. The Corporation or, if required in writing by the Corporation, the Trustee, will give notice of the issue of Common Shares pursuant to the exercise of Purchase Warrants, in such detail as may be required, to each securities commission or similar regulatory authority in each of the Filing Jurisdictions in which there is legislation or regulation permitting or requiring the giving of any such notice. c. The Corporation covenants that if any Common Shares, required to be reserved for the purpose of issue upon exercise of the Purchase Warrants hereunder, require registration with or approval of any governmental authority under any federal or state law before such Common Shares may be issued upon exercise of Purchase Warrants, the Corporation will use its best efforts to cause such Common Shares to be duly registered, or approved, as the case may be, and, to the extent practicable, take all such action in anticipation of and prior to the exercise of the Purchase Warrants, including, without limitation, filing any and all post effective amendments to the Corporation's Registration Statement on Form S-3 (Registration No. 333-91666) necessary to permit a public offering of the Common Shares underlying the Purchase Warrants at any and all times during the term of this Indenture, provided, however, that in no event shall such Common Shares be issued, and the Corporation is authorized to refuse to honor the exercise of any Purchase Warrant, if such exercise would result in the opinion of the Corporation's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Purchase Warrant exercisable solely for Common Shares listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Corporation may elect to redeem Purchase Warrants submitted to the Trustee for exercise for a price equal to the difference between the aggregate low asked price, or closing price, as the case may be, of the Common Shares for which such Purchase Warrant is exercisable on the date of such submission and the Exercise Price of such Purchase Warrants; in the event of such redemption, the Corporation will pay to the holder of such Purchase Warrants the above described redemption price in cash within ten business days after receipt of notice from the Trustee that such Purchase Warrants have been submitted for exercise.

Securities Qualification Requirements. a. (a) If, in the opinion of Counselcounsel, any instrument (not including a prospectus, except as contemplated by Section 3.1 hereof) is required to be filed with, with or any permission permission, order or ruling is required to be obtained from, from any governmental securities regulatory authority or regulatory body in Canada or the United States any stock exchange or any other step is actions are required under any Canadian federal law or any provincial law of Canada or federal or state law laws of the United States Qualifying Provinces or any stock exchange rules before any securities or property, including Common Shares Shares, which a Special Warrantholder is entitled to acquire receive pursuant to the exercise or deemed exercise of any Purchase a Special Warrant may properly and legally be issued and delivered upon due the exercise thereof or deemed exercise of a Special Warrant and thereafter traded, without further formality or restriction, the Corporation Company covenants that it will use reasonable efforts to file such instrument, obtain such permission, order or ruling or take all such required action other actions at its expense, as is required or appropriate in the circumstances. b. (b) The Corporation or, if required in writing by the Corporation, the Trustee, Company will give written notice of of, and will make all necessary filings in respect of, the issue of the Common Shares pursuant to the exercise or deemed exercise of Purchase Special Warrants, in such detail as may be required, to each any stock exchange upon which the Common Shares may be listed or to the securities commission or similar regulatory authority in each of the Filing Jurisdictions in which a Qualifying Province if there is legislation therein any legislation, ruling or regulation permitting or order requiring the giving of any such notice. c. The Corporation covenants that if any Common Shares, required to be reserved for notice or the purpose of issue upon exercise of the Purchase Warrants hereunder, require registration with or approval making of any governmental authority under any federal or state law before such Common Shares may be issued upon exercise of Purchase Warrants, filings in order that the Corporation will use its best efforts to cause such Common Shares to be duly registered, or approved, as the case may be, and, to the extent practicable, take all such action in anticipation of and prior to the exercise of the Purchase Warrants, including, without limitation, filing any and all post effective amendments to the Corporation's Registration Statement on Form S-3 (Registration No. 333-91666) necessary to permit a public offering subsequent disposition of the Common Shares underlying the Purchase Warrants at any and all times during the term of this Indenture, provided, however, that in no event shall such Common Shares so issued will not be issued, and the Corporation is authorized to refuse to honor the exercise of any Purchase Warrant, if such exercise would result in the opinion of the Corporation's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Purchase Warrant exercisable solely for Common Shares listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Corporation may elect to redeem Purchase Warrants submitted subject to the Trustee for exercise for a price equal prospectus requirements of such legislation, ruling or order (subject to any applicable hold periods). (c) The Company has no obligation to register or qualify the difference between the aggregate low asked price, Special Warrants or closing price, as the case may be, of the Common Shares for which such Purchase Warrant is exercisable on under the date U.S. Securities Act or the securities laws of such submission and any state of the Exercise Price of such Purchase Warrants; in the event of such redemption, the Corporation will pay to the holder of such Purchase Warrants the above described redemption price in cash within ten business days after receipt of notice from the Trustee that such Purchase Warrants have been submitted for exerciseUnited States.

Securities Qualification Requirements. a. If, in the opinion of Counsel, any instrument is required to be filed with, or any permission is required to be obtained from, any governmental authority or regulatory body in Canada or the United States or any other step is required under any federal or provincial law of Canada or federal or state law of the United States before any Common Shares which a Warrantholder is entitled to acquire pursuant to the exercise of any Purchase Warrant may properly and legally be issued upon due exercise thereof and thereafter traded, without further formality or restriction, the Corporation covenants that it will take such required action at its expense, as is required or appropriate in the circumstances. b. The Corporation or, if required in writing by the Corporation, the Trustee, will give notice of the issue of Common Shares pursuant to the exercise of Purchase Warrants, in such detail as may be required, to each securities commission or similar regulatory authority in each of the Filing Jurisdictions in which there is legislation or regulation permitting or requiring the giving of any such notice. c. The Corporation covenants that if any Common Shares, required to be reserved for the purpose of issue upon exercise of the Purchase Warrants hereunder, require registration with or approval of any governmental authority under any federal or state law before such Common Shares may be issued upon exercise of Purchase Warrants, the Corporation will use its best efforts to cause such Common Shares to be duly registered, or approved, as the case may be, and, to the extent practicable, take all such action in anticipation of and prior to the exercise of the Purchase Warrants, including, without limitation, filing any and all post effective amendments to the Corporation's Registration Statement on Form S-3 (Registration No. 333-91666102225) necessary to permit a public offering the issuance of the registered Common Shares underlying on exercise of the Purchase Warrants at any and all times during the term of this Indenture, provided, however, that in no event shall such Common Shares be issued, and the Corporation is authorized to refuse to honor honour the exercise of any Purchase Warrant, if such exercise would result in the opinion of the Corporation's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Purchase Warrant exercisable solely for Common Shares listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Corporation may elect to redeem Purchase Warrants submitted to the Trustee for exercise for a price equal to the difference between the aggregate low asked price, or closing price, as the case may be, of the Common Shares for which such Purchase Warrant is exercisable on the date of such submission and the Exercise Price of such Purchase Warrants; in the event of such redemption, the Corporation will pay to the holder of such Purchase Warrants the above described redemption price in cash within ten business days after receipt of notice from the Trustee that such Purchase Warrants have been submitted for exercise.

Securities Qualification Requirements. a. (a) If, in the opinion of Counselcounsel, any instrument (not including a prospectus, except as contemplated by Section 3.1 hereof) is required to be filed with, with or any permission permission, order or ruling is required to be obtained from, from any governmental securities regulatory authority or regulatory body in Canada or the United States any stock exchange or any other step is actions are required under any Canadian federal law or any provincial law of Canada or federal or state law laws of the United States Qualifying Province or any stock exchange rules before any securities or property, including Common Shares Shares, which a Special Warrantholder is entitled to acquire receive pursuant to the exercise or deemed exercise of any Purchase a Special Warrant may properly and legally be issued and delivered upon due the exercise thereof or deemed exercise of a Special Warrant and thereafter traded, without further formality or restriction, the Corporation Company covenants that it will use reasonable efforts to file such instrument, obtain such permission, order or ruling or take all such required action other actions at its expense, as is required or appropriate in the circumstances. b. (b) The Corporation or, if required in writing by the Corporation, the Trustee, Company will give written notice of of, and will make all necessary filings in respect of, the issue of the Common Shares pursuant to the exercise or deemed exercise of Purchase Special Warrants, in such detail as may be required, to each any stock exchange upon which the Common Shares may be listed or to the securities commission or similar regulatory authority in each of the Filing Jurisdictions in which a Qualifying Province if there is legislation therein any legislation, ruling or regulation permitting or order requiring the giving of any such notice. c. The Corporation covenants that if any Common Shares, required to be reserved for notice or the purpose of issue upon exercise of the Purchase Warrants hereunder, require registration with or approval making of any governmental authority under any federal or state law before such Common Shares may be issued upon exercise of Purchase Warrants, filings in order that the Corporation will use its best efforts to cause such Common Shares to be duly registered, or approved, as the case may be, and, to the extent practicable, take all such action in anticipation of and prior to the exercise of the Purchase Warrants, including, without limitation, filing any and all post effective amendments to the Corporation's Registration Statement on Form S-3 (Registration No. 333-91666) necessary to permit a public offering subsequent disposition of the Common Shares underlying the Purchase Warrants at any and all times during the term of this Indenture, provided, however, that in no event shall such Common Shares so issued will not be issued, and the Corporation is authorized to refuse to honor the exercise of any Purchase Warrant, if such exercise would result in the opinion of the Corporation's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Purchase Warrant exercisable solely for Common Shares listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Corporation may elect to redeem Purchase Warrants submitted subject to the Trustee for exercise for a price equal prospectus requirements of such legislation, ruling or order (subject to any applicable hold periods). (c) The Company has no obligation to register or qualify the difference between the aggregate low asked price, Special Warrants or closing price, as the case may be, of the Common Shares for which such Purchase Warrant is exercisable on under the date U.S. Securities Act or the securities laws of such submission and any state of the Exercise Price of such Purchase Warrants; in the event of such redemption, the Corporation will pay to the holder of such Purchase Warrants the above described redemption price in cash within ten business days after receipt of notice from the Trustee that such Purchase Warrants have been submitted for exerciseUnited States.

Securities Qualification Requirements. a. (a) If, in the opinion of Counselcounsel, any instrument (not including a prospectus, except as contemplated by Section 3.1 hereof) is required to be filed with, with or any permission permission, order or ruling is required to be obtained from, from any governmental securities regulatory authority or regulatory body in Canada or the United States any stock exchange or any other step is actions are required under any Canadian federal law or any provincial law of Canada the Qualifying Provinces or federal or state law of the United States any stock exchange rules before any Common Shares securities or property, including Underlying Securities which a Special Warrantholder is entitled to acquire receive pursuant to the exercise or deemed exercise of any Purchase a Special Warrant may properly and legally be issued and delivered upon due the exercise thereof and or deemed exercise of a Special Warrant thereafter traded, without further formality or restriction, the Corporation Company covenants that it will use reasonable efforts to file such instrument, obtain such permission, order or ruling or take all such required action other actions at its expense, as is required or appropriate in the circumstances. b. (b) The Corporation or, if required in writing by the Corporation, the Trustee, Company will give written notice of of, and will make all necessary filings in respect of, the issue of Common Shares the Underlying Securities pursuant to the exercise or deemed exercise of Purchase Special Warrants, in such detail as may be required, to each any stock exchange upon which the Common Shares may be listed or to the securities commission or similar regulatory authority in each any of the Filing Jurisdictions in which Qualifying Provinces if there is legislation therein any legislation, ruling or regulation permitting or order requiring the giving of any such notice. c. The Corporation covenants notice or the making of any such filings in order that if any Common Shares, required to be reserved for the purpose of issue upon exercise subsequent disposition of the Purchase Warrants hereunder, require registration with or approval of any governmental authority under any federal or state law before such Common Shares may Underlying Securities so issued will not be issued upon exercise of Purchase Warrants, the Corporation will use its best efforts to cause such Common Shares to be duly registered, or approved, as the case may be, and, subject to the extent practicableprospectus requirements of such legislation, take all such action in anticipation of and prior ruling or order (subject to any hold periods applicable to Underlying Securities issued pursuant to the exercise of the Purchase Warrants, including, without limitation, filing any and all post effective amendments Special Warrants prior to the Corporation's Registration Statement on Form S-3 Expiry Date). (Registration No. 333-91666c) necessary The Company has no obligation to permit a public offering register or qualify the Special Warrants or the Underlying Securities under the U.S. Securities Act or the securities laws of any state of the Common Shares underlying the Purchase Warrants at any and all times during the term of this Indenture, provided, however, that in no event shall such Common Shares be issued, and the Corporation is authorized to refuse to honor the exercise of any Purchase Warrant, if such exercise would result in the opinion of the Corporation's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Purchase Warrant exercisable solely for Common Shares listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Corporation may elect to redeem Purchase Warrants submitted to the Trustee for exercise for a price equal to the difference between the aggregate low asked price, or closing price, as the case may be, of the Common Shares for which such Purchase Warrant is exercisable on the date of such submission and the Exercise Price of such Purchase Warrants; in the event of such redemption, the Corporation will pay to the holder of such Purchase Warrants the above described redemption price in cash within ten business days after receipt of notice from the Trustee that such Purchase Warrants have been submitted for exerciseUnited States.

Securities Qualification Requirements. a. (a) If, in the opinion of Counselcounsel, any instrument (not including a prospectus, except as contemplated by Section 3.1 hereof) is required to be filed with, with or any permission permission, order or ruling is required to be obtained from, from any governmental securities regulatory authority or regulatory body in Canada or the United States any stock exchange or any other step is actions are required under any Canadian federal law or any provincial law of Canada or federal or state law laws of the United States Canadian Jurisdictions or any stock exchange rules before any securities or property, including Common Shares Shares, which a Special Warrantholder is entitled to acquire receive pursuant to the exercise or deemed exercise of any Purchase a Special Warrant may properly and legally be issued and delivered upon the due exercise thereof of a Special Warrant and thereafter traded, without further formality or restriction, the Corporation covenants that it will use its best efforts to file such instrument, obtain such permission, order or ruling or take all such required action other actions at its expense, as is required or appropriate in the circumstances. b. (b) The Corporation orCorporation, or if required in writing by the Corporation, the Trustee, will give written notice of of, and will make all necessary filings in respect of, the issue of the Common Shares pursuant to the exercise or deemed exercise of Purchase Special Warrants, in such detail as may be required, to each any stock exchange upon which the Common Shares are then listed or to the securities commission or similar regulatory authority in each of the Filing Jurisdictions in which a Canadian Jurisdiction if there is legislation therein any legislation, ruling or regulation permitting or order requiring the giving of any such notice. c. The Corporation covenants that if any Common Shares, required to be reserved for notice or the purpose of issue upon exercise of the Purchase Warrants hereunder, require registration with or approval making of any governmental authority under any federal or state law before such Common Shares may be issued upon exercise of Purchase Warrants, filings in order that the Corporation will use its best efforts to cause such Common Shares to be duly registered, or approved, as the case may be, and, to the extent practicable, take all such action in anticipation of and prior to the exercise of the Purchase Warrants, including, without limitation, filing any and all post effective amendments to the Corporation's Registration Statement on Form S-3 (Registration No. 333-91666) necessary to permit a public offering subsequent disposition of the Common Shares underlying the Purchase Warrants at any and all times during the term of this Indenture, provided, however, that in no event shall such Common Shares so issued will not be issued, and the Corporation is authorized to refuse to honor the exercise of any Purchase Warrant, if such exercise would result in the opinion of the Corporation's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Purchase Warrant exercisable solely for Common Shares listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Corporation may elect to redeem Purchase Warrants submitted subject to the Trustee for exercise for a price equal prospectus requirements of such legislation, ruling or order (subject to any applicable hold periods). (c) The Corporation has no obligation to register or qualify the difference between the aggregate low asked price, Special Warrants or closing price, as the case may be, of the Common Shares for which such Purchase Warrant is exercisable on under the date U.S. Securities Act or the securities laws of such submission and any state of the Exercise Price of such Purchase Warrants; in the event of such redemption, the Corporation will pay to the holder of such Purchase Warrants the above described redemption price in cash within ten business days after receipt of notice from the Trustee that such Purchase Warrants have been submitted for exerciseUnited States.

Securities Qualification Requirements. a. If, in the opinion of Counsel, any instrument is required to be filed with, or any permission is required to be obtained from, any governmental authority or regulatory body in Canada or the United States or any other step is required under any federal or provincial law of Canada or federal or state law of the United States before any Common Shares which a Warrantholder is entitled to acquire pursuant to the exercise of any Purchase Warrant may properly and legally be issued upon due exercise thereof and thereafter traded, without further formality or restriction, the Corporation covenants that it will take such required action at its expense, as is required or appropriate in the circumstances. b. The Corporation or, if required in writing by the Corporation, the Trustee, will give notice of the issue of Common Shares pursuant to the exercise of Purchase Warrants, in such detail as may be required, to each securities commission or similar regulatory authority in each of the Filing Jurisdictions in which there is legislation or regulation permitting or requiring the giving of any such notice. c. The Corporation covenants that if any Common Shares, required to be reserved for the purpose of issue upon exercise of the Purchase Warrants hereunder, require registration with or approval of any governmental authority under any federal or state law before such Common Shares may be issued upon exercise of Purchase Warrants, the Corporation will use its best all commercially reasonable efforts to cause such Common Shares to be duly registered, or approved, as the case may be, and, to the extent practicable, take all such action in anticipation of and prior to the exercise of the Purchase Warrants, including, without limitation, filing any and all post effective amendments to the Corporation's Registration Statement on Form S-3 (Registration No. 333-91666333-_______) necessary to permit a public offering of the Common Shares underlying the Purchase Warrants at any and all times during the term of this Indenture, provided, however, that in no event shall such Common Shares be issued, and the Corporation is authorized to refuse to honor the exercise of any Purchase Warrant, if such exercise would result in the opinion of the Corporation's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Purchase Warrant exercisable solely for Common Shares listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Corporation may elect to redeem Purchase Warrants submitted to the Trustee for exercise for a price equal to the difference between the aggregate low asked price, or closing price, as the case may be, of the Common Shares for which such Purchase Warrant is exercisable on the date of such submission and the Exercise Price of such Purchase Warrants; in the event of such redemption, the Corporation will pay to the holder of such Purchase Warrants the above described redemption price in cash within ten business days after receipt of notice from the Trustee that such Purchase Warrants have been submitted for exercise.