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Borden Ladner Gervais LLP
Bay Adelaide Centre, East Tower
22 Adelaide Street West
Toronto, ON, Canada M5H 4E3
T 416.367.6000
F 416.367.6749
blg.com
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common shares (“Shares”),
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warrants to purchase Shares (the “Warrants”) which may be issued under a warrant indenture to be entered into with a warrant agent to be selected by the Corporation,
or
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units comprised of a combination of Shares and whole or partial Warrants (“Units”),
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1.
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With respect to the issuance of any Shares, including without limitation Shares issuable upon conversion or exercise of any other Securities that are convertible or exercisable into Shares, which may be
offered pursuant to the Registration Statement, when (a) the issuance and sale of the Shares has been duly authorized by all necessary corporate action in conformity with the constating documents (as then in effect), and the Business Corporations Act (Ontario) (the “OBCA”) (as then in effect), and does not violate any Applicable Law or result in a default under or breach of any
agreement or instrument binding upon the Corporation and comply with any requirement or restriction imposed by any court or governmental body of Canada or Ontario having jurisdiction over the Corporation; (b) the full consideration,
determined to be adequate by the Corporation’s board of directors (or a duly authorized committee thereto), which is at least equal to the issue price of the Shares, has been received by the Corporation; and (c) if certificated, the
certificates representing the Shares have been duly executed and delivered by the proper officers of the Corporation to the purchasers thereof against payment of the agreed-upon consideration therefor in the manner contemplated in the
Registration Statement or any Prospectus Supplement relating thereto, the Shares will be validly issued, fully paid, and non-assessable.
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2.
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With respect to any Warrants which may be offered pursuant to the Registration Statement, when (a) the terms, issuance, and sale of, and performance under the Warrants, the underlying Shares, and the
Applicable Agreement relating to the Warrants have been duly authorized by all necessary corporate action, including the authorization of the issuance and reservation (if appropriate) of the Shares to be issued pursuant to the Warrants,
in conformity with the constating documents (as then in effect), and the OBCA (as then in effect), and do not violate any Applicable Law or result in a default under or breach of any agreement or instrument binding upon the Corporation
and comply with any requirement or restriction imposed by any court or governmental body of Canada or Ontario having jurisdiction over the Corporation; (b) the full consideration, determined to be adequate by the Corporation’s board of
directors (or a duly authorized committee thereto), for the Warrants has been received by the Corporation; (c) the Warrants have been duly executed, countersigned, issued, and delivered in accordance with the Applicable Agreement relating
to the Warrants to the purchasers thereof against payment of the agreed-upon consideration therefor in the manner contemplated in the Registration Statement or any Prospectus Supplement relating thereto; and (d) the Applicable Agreement
relating to the Warrants and the underlying Shares have been duly authorized, executed, and delivered and the Applicable Agreement relating to the Warrants has been duly authorized by the Corporation’s board of directors (or a duly
authorized committee thereto), such Warrants will be validly issued, fully paid and non-assessable Securities of the Corporation, and the Warrants along with the Applicable Agreement relating to the Warrants will be a valid and binding
obligation of the Corporation; enforceable against the Corporation in accordance with its terms, except to the extent that enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally, (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), and (iii)
public policy considerations which may limit the rights of the parties to obtain further remedies.
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3.
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With respect to any Units which may be offered pursuant to the Registration Statement, when (a) the terms, issuance and sale of, and performance under the Units, the Securities underlying the Units and the
Applicable Agreement relating to the Units have been duly authorized by all necessary corporate action, including the authorization of the issuance and reservation (if appropriate) of the Shares or Warrants to be issued pursuant to the
Units, in conformity with the constating documents (as then in effect), and the OBCA (as then in effect), and do not violate any Applicable Law or result in a default under or breach of any agreement or instrument binding upon the
Corporation and comply with any requirement or restriction imposed by any court or governmental body of Canada or Ontario having jurisdiction over the Corporation; (b) the full consideration, determined to be adequate by the Corporation’s
board of directors (or a duly authorized committee thereto), for the Units has been received by the Corporation; (c) the Units have been duly executed, countersigned, issued, and delivered in accordance with the Applicable Agreement
relating to the Units to the purchasers thereof against payment of the agreed-upon consideration therefor in the manner contemplated in the Registration Statement or any Prospectus Supplement relating thereto; (d) the Applicable Agreement
relating to the Units and the underlying Securities have been duly authorized, executed, and delivered and the Applicable Agreement relating to the Units has been duly authorized by the Corporation’s board of directors (or a duly
authorized committee thereto), such Units will be validly issued, fully paid and non-assessable Securities of the Corporation, and the Applicable Agreement relating to the Units will be a valid and binding obligation of the Corporation;
enforceable against the Corporation in accordance with its terms, except to the extent that enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or other similar laws now or
hereafter in effect relating to creditors’ rights generally, (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), and (iii) public policy considerations which may
limit the rights of the parties to obtain further remedies.
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