Common use of Termination of Placement Clause in Contracts

Termination of Placement. The Placement may be terminated by the mutual consent of the Canadian Placement Agent and SmallCaps at any time by them giving written notice to the Company if (a) in the opinion of the Canadian Placement Agent, the Canadian Memorandum contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements appearing therein not misleading in the light of the circumstances in which they were made, and the Company shall not have corrected such untrue statement or omission to the reasonable satisfaction of the Canadian Placement Agent and SmallCaps and their counsel within ten business days after the Company receives notice of such untrue statement or omission, provided that notwithstanding such ten business day period, no such closing shall occur hereunder until the Canadian Placement Agent and SmallCaps shall have notified the Company that they are satisfied, in their reasonable determination, that the Company has taken such steps (including circulating amended offering materials) to allow any such closing to occur, or (b) the Company shall be in material breach of any representation, warranty or covenant made by it in this Agreement.