Common use of Adjustment of Purchase Price — Price Protection Clause in Contracts

Adjustment of Purchase Price — Price Protection. (a) If at any time in the nine-month period following the date of this Agreement (the “Price Protection Period”): (i) the Guarantor or any of its Affiliates or any person acting jointly or in concert with the Guarantor makes an offer or proposal to the Corporation respecting, or publicly announces an intention to undertake, an amalgamation or merger with, or an arrangement involving, the Corporation (or other similar transaction) pursuant to which the Guarantor will directly, or indirectly through an Affiliate, or any person acting jointly or in concert with the Guarantor, acquire all or a majority portion of the business of the Corporation; or (ii) the Guarantor or any of its Affiliates or any person acting jointly or in concert with the Guarantor makes an offer or proposal to the Corporation respecting, or publicly announces an intention to undertake, a take-over bid by take-over bid circular in compliance with applicable Canadian securities laws, after giving effect to which the Guarantor, if successful, would beneficially own directly or indirectly through an Affiliate, and together with any person acting jointly or in concert with the Guarantor, a majority of the Common Shares; (any such transaction being a “Price Protection Transaction”) then within five business days following the completion by the Guarantor or its Affiliate of the Price Protection Transaction the Guarantor will pay, or cause an Affiliate to pay, to the Vendors the Adjustment Payment (as defined below), if applicable, in immediately available funds. (b) Holdco will be entitled to receive an additional amount on account of each of the Purchased Shares (the “Adjustment Payment”) equal to the amount by which the consideration per Common Share received by the holders of the Corporation’s Common Shares pursuant to the Price Protection Transaction (the “Greater Price”) exceeds the Purchase Price. (c) If all or any portion of the Greater Price is in the form of: (i) cash, the consideration shall be valued based on the face value of the cash, (ii) publicly traded securities, the consideration shall be valued based on the closing price of such securities on the date of the completion of the Price Protection Transaction on the published market on which the greatest volume of trading in such securities occurred over the twenty trading days preceding such date, (iii) securities that are not publicly traded until the date of the completion of the Price Protection Transaction, the consideration shall be valued based on the closing price of such securities on the five trading days following the completion of the Price Protection Transaction on the published market on which the greatest volume of trading in such securities occurred over such period, or (iv) any other consideration, the consideration shall be valued at its fair market value as the Vendors and the Purchaser shall mutually agree, acting reasonably. (d) If all or any portion of the consideration forming the Greater Price has a value expressed in a currency other than Canadian dollars, then the value of that consideration will be expressed in Canadian dollars based upon a conversion rate of exchange equal to the noon spot rate quoted by the Bank of Canada on the date of the completion of the Price Protection Transaction for the purchase of Canadian dollars using the currency in which the consideration (or portion thereof) was originally denominated. (e) In the event of any disagreement between the Parties with respect to the calculation of the value of the Greater Price, the matter will be submitted to an internationally recognized firm of chartered accountants to be agreed upon by the parties, provided that such firm may not be the auditors of either Brascan or the Guarantor. The decision of such firm of chartered accountants as to the value of the Adjustment Payment will be final and binding on the parties.

Adjustment of Purchase Price — Price Protection. (a) If at any time in the nine-month period following the date of this Agreement on or prior to July 31, 2008 (the “Price Protection Period”"PRICE PROTECTION PERIOD"): (i) the Guarantor Purchaser or any of its Affiliates or any person Person acting jointly or in concert with the Guarantor Purchaser makes an offer or proposal to the Corporation Trust respecting, or publicly announces an intention to undertake, an amalgamation or merger with, or an arrangement involving, with the Corporation Trust (or other similar transaction) , including without limitation a plan of arrangement), pursuant to which the Guarantor Purchaser will directly, or indirectly through an Affiliate, or any person Person acting jointly or in concert with Purchaser, combine its business with the Guarantor, business of the Trust or directly or indirectly acquire (or combine their assets or businesses or a material portion thereof with) all or a majority portion of the business or assets of the CorporationTrust other than an Asset Transaction (as defined below); or (ii) the Guarantor Purchaser or any of its Affiliates or any person Person acting jointly or in concert with the Guarantor Purchaser makes an offer or proposal to the Corporation Trust respecting, or publicly announces an intention to undertake, a take-over bid by take-over bid circular in compliance with applicable Canadian securities laws, after giving effect to which the GuarantorPurchaser, if successful, would beneficially own own, directly or indirectly indirectly, through an Affiliate, and together with any person Person acting jointly or in concert with the GuarantorPurchaser, a majority more than 50% of the Common SharesUnits; (any such transaction being a “Price Protection Transaction”"PRICE PROTECTION TRANSACTION") then within five business days Business Days following the completion by the Guarantor or its Affiliate of the Price Protection Transaction the Guarantor Transaction, Purchaser will pay, or cause an Affiliate to pay, to the Vendors an account designated by Vendor the Adjustment Payment (as defined below), if applicable, in by wire transfer of immediately available funds. (b) Holdco Vendor will be entitled to receive an additional amount on account of each of the Purchased Shares Units (the “Adjustment Payment”"ADJUSTMENT PAYMENT") equal to the amount by which the consideration per Common Share Unit received by the holders of the Corporation’s Common Shares Units pursuant to the Price Protection Transaction (the “Greater Price”"GREATER PRICE") exceeds the Purchase PricePrice (all as adjusted for any Unit split or consolidation, Unit dividend-in-kind, reorganization or similar event after the Closing Date). (c) If all or any portion of the Greater Price is in the form of: (i) cash, the consideration shall be valued based on at the face value of the cash, (ii) publicly traded securities, the consideration shall be valued based on the closing price of such securities on the date of the completion of the Price Protection Transaction on the published market on which the greatest volume of trading in such securities occurred over the twenty trading days preceding such date, (iii) securities that are not publicly traded until the date of the completion of the Price Protection Transaction, the consideration shall be valued based on the closing price of such securities on the five trading days following the completion of the Price Protection Transaction on the published market on which the greatest volume of trading in such securities occurred over such period, or (iv) any other consideration, the consideration shall be valued at its fair market value as the Vendors Vendor and the Purchaser shall mutually agree, acting reasonably. (d) If all or any portion of the consideration forming the Greater Price has a value expressed in a currency other than Canadian dollars, then the value of that consideration will be expressed in Canadian dollars based upon a conversion rate of exchange equal to the noon spot rate quoted by the Bank of Canada on the date of the completion of the Price Protection Transaction for the purchase of Canadian dollars using the currency in which the consideration (or portion thereof) was originally denominated. (e) In the event of any disagreement between the Parties parties with respect to the calculation of the value of the Greater Price, the matter will be submitted to an internationally recognized firm of chartered accountants to be agreed upon by the parties, provided that such firm may not be the auditors of either Brascan Vendor or the GuarantorPurchaser. The decision of such firm of chartered accountants as to the value of the Adjustment Payment will be final and binding on the parties, and the fees and expenses of such firm shall be borne equally between the Vendor and the Purchaser. (f) If the unitholders of the Trust approve an arrangement or similar transaction involving the sale of all or a majority of the assets of the Trust, directly or indirectly, to Purchaser or an affiliate of Purchaser or any Person acting jointly or in concert with Purchaser or any other Person that was announced or commenced during the Price Protection Period and that would provide to the Trust consideration permitting the Trust to pay a distribution per Unit in excess of $36.00 per Unit (an "ASSET TRANSACTION"), then within five Business Days following approval of the Asset Transaction by the unitholders of the Trust, receipt of all necessary third-party and regulatory approvals and satisfaction of any other material conditions precedent to completing the Asset Transaction, and in any event prior to the record date for the distribution by the Trust of any of the proceeds of the Asset Transaction to unitholders of the Trust, Purchaser will sell the Purchased Units to Vendor for a price equal to the Purchase Price and otherwise on the terms set out in this Agreement. If the record date for a full distribution of the proceeds of the Asset Transaction in respect of the Purchased Units does not occur within sixty days of Vendor purchasing the Purchased Units from Purchaser, Vendor shall have the right (but not the obligation) exercisable within 20 Business Days of the end of such sixty day period to require, on five days written notice to the Purchaser, Purchaser to repurchase from Vendor the Purchased Units for a price equal to the Purchase Price and otherwise on the terms set out in this Agreement (provided that any such notice to the Purchaser must be given not less than 20 Business Days in advance of any record date then announced for a distribution by the Trust). Nothing in this section 2.3

Adjustment of Purchase Price — Price Protection. (a) If at any time in the nine-month period following the date of this Agreement (the “Price Protection Period”): (i) the Guarantor or any of its Affiliates or any person acting jointly or in concert with the Guarantor makes an offer or proposal to the Corporation respecting, or publicly announces an intention to undertake, an amalgamation or merger with, or an arrangement involving, the Corporation (or other similar transaction) pursuant to which the Guarantor will directly, or indirectly through an Affiliate, or any person acting jointly or in concert with the Guarantor, acquire all or a majority portion of the business of the Corporation; or (ii) the Guarantor or any of its Affiliates or any person acting jointly or in concert with the Guarantor makes an offer or proposal to the Corporation respecting, or publicly announces an intention to undertake, a take-over bid by take-over bid circular in compliance with applicable Canadian securities laws, after giving effect to which the Guarantor, if successful, would beneficially own directly or indirectly through an Affiliate, and together with any person acting jointly or in concert with the Guarantor, a majority of the Common Shares; (any such transaction being a “Price Protection Transaction”) then within five business days following the completion by the Guarantor or its Affiliate of the Price Protection Transaction the Guarantor will pay, or cause an Affiliate to pay, to the Vendors the Adjustment Payment (as defined below), if applicable, in immediately available funds. (b) Holdco will be entitled to receive an additional amount on account of each of the Purchased Shares (the “Adjustment Payment”) equal to the amount by which the consideration per Common Share received by the holders of the Corporation’s Common Shares pursuant to the Price Protection Transaction (the “Greater Price”) exceeds the Purchase Price. (c) If all or any portion of the Greater Price is in the form of: (i) cash, the consideration shall be valued based on the face value of the cash,, Table of Contents (ii) publicly traded securities, the consideration shall be valued based on the closing price of such securities on the date of the completion of the Price Protection Transaction on the published market on which the greatest volume of trading in such securities occurred over the twenty trading days preceding such date, (iii) securities that are not publicly traded until the date of the completion of the Price Protection Transaction, the consideration shall be valued based on the closing price of such securities on the five trading days following the completion of the Price Protection Transaction on the published market on which the greatest volume of trading in such securities occurred over such period, or (iv) any other consideration, the consideration shall be valued at its fair market value as the Vendors and the Purchaser shall mutually agree, acting reasonably. (d) If all or any portion of the consideration forming the Greater Price has a value expressed in a currency other than Canadian dollars, then the value of that consideration will be expressed in Canadian dollars based upon a conversion rate of exchange equal to the noon spot rate quoted by the Bank of Canada on the date of the completion of the Price Protection Transaction for the purchase of Canadian dollars using the currency in which the consideration (or portion thereof) was originally denominated. (e) In the event of any disagreement between the Parties with respect to the calculation of the value of the Greater Price, the matter will be submitted to an internationally recognized firm of chartered accountants to be agreed upon by the parties, provided that such firm may not be the auditors of either Brascan or the Guarantor. The decision of such firm of chartered accountants as to the value of the Adjustment Payment will be final and binding on the parties.

Adjustment of Purchase Price — Price Protection. (a) If at any time in the nine-month period following the date of this Agreement on or prior to July 31, 2008 (the “"Price Protection Period”"): (i) the Guarantor Purchaser or any of its Affiliates or any person Person acting jointly or in concert with the Guarantor Purchaser makes an offer or proposal to the Corporation Trust respecting, or publicly announces an intention to undertake, an amalgamation or merger with, or an arrangement involving, with the Corporation Trust (or other similar transaction) , including without limitation a plan of arrangement), pursuant to which the Guarantor Purchaser will directly, or indirectly through an Affiliate, or any person Person acting jointly or in concert with Purchaser, combine its business with the Guarantor, business of the Trust or directly or indirectly acquire (or combine their assets or businesses or a material portion thereof with) all or a majority portion of the business or assets of the CorporationTrust other than an Asset Transaction (as defined below); or (ii) the Guarantor Purchaser or any of its Affiliates or any person Person acting jointly or in concert with the Guarantor Purchaser makes an offer or proposal to the Corporation Trust respecting, or publicly announces an intention to undertake, a take-over bid by take-over bid circular in compliance with applicable Canadian securities laws, after giving effect to which the GuarantorPurchaser, if successful, would beneficially own own, directly or indirectly indirectly, through an Affiliate, and together with any person Person acting jointly or in concert with the GuarantorPurchaser, a majority more than 50% of the Common SharesUnits; (any such transaction being a “"Price Protection Transaction”") then within five business days Business Days following the completion by the Guarantor or its Affiliate of the Price Protection Transaction the Guarantor Transaction, Purchaser will pay, or cause an Affiliate to pay, to the Vendors an account designated by Vendor the Adjustment Payment (as defined below), if applicable, in by wire transfer of immediately available funds. (b) Holdco Vendor will be entitled to receive an additional amount on account of each of the Purchased Shares Units (the “"Adjustment Payment”") equal to the amount by which the consideration per Common Share Unit received by the holders of the Corporation’s Common Shares Units pursuant to the Price Protection Transaction (the “"Greater Price”") exceeds the Purchase PricePrice (all as adjusted for any Unit split or consolidation, Unit dividend-in-kind, reorganization or similar event after the Closing Date). (c) If all or any portion of the Greater Price is in the form of: (i) cash, the consideration shall be valued based on at the face value of the cash, (ii) publicly traded securities, the consideration shall be valued based on the closing price of such securities on the date of the completion of the Price Protection Transaction on the published market on which the greatest volume of trading in such securities occurred over the twenty trading days preceding such date, (iii) securities that are not publicly traded until the date of the completion of the Price Protection Transaction, the consideration shall be valued based on the closing price of such securities on the five trading days following the completion of the Price Protection Transaction on the published market on which the greatest volume of trading in such securities occurred over such period, or (iv) any other consideration, the consideration shall be valued at its fair market value as the Vendors Vendor and the Purchaser shall mutually agree, acting reasonably. (d) If all or any portion of the consideration forming the Greater Price has a value expressed in a currency other than Canadian dollars, then the value of that consideration will be expressed in Canadian dollars based upon a conversion rate of exchange equal to the noon spot rate quoted by the Bank of Canada on the date of the completion of the Price Protection Transaction for the purchase of Canadian dollars using the currency in which the consideration (or portion thereof) was originally denominated. (e) In the event of any disagreement between the Parties parties with respect to the calculation of the value of the Greater Price, the matter will be submitted to an internationally recognized firm of chartered accountants to be agreed upon by the parties, provided that such firm may not be the auditors of either Brascan Vendor or the GuarantorPurchaser. The decision of such firm of chartered accountants as to the value of the Adjustment Payment will be final and binding on the parties, and the fees and expenses of such firm shall be borne equally between the Vendor and the Purchaser. (f) If the unitholders of the Trust approve an arrangement or similar transaction involving the sale of all or a majority of the assets of the Trust, directly or indirectly, to Purchaser or an affiliate of Purchaser or any Person acting jointly or in concert with Purchaser or any other Person that was announced or commenced during the Price Protection Period and that would provide to the Trust consideration permitting the Trust to pay a distribution per Unit in excess of $36.00 per Unit (an “Asset Transaction”), then within five Business Days following approval of the Asset Transaction by the unitholders of the Trust, receipt of all necessary third-party and regulatory approvals and satisfaction of any other material conditions precedent to completing the Asset Transaction, and in any event prior to the record date for the distribution by the Trust of any of the proceeds of the Asset Transaction to unitholders of the Trust, Purchaser will sell the Purchased Units to Vendor for a price equal to the Purchase Price and otherwise on the terms set out in this Agreement. If the record date for a full distribution of the proceeds of the Asset Transaction in respect of the Purchased Units does not occur within sixty days of Vendor purchasing the Purchased Units from Purchaser, Vendor shall have the right (but not the obligation) exercisable within 20 Business Days of the end of such sixty day period to require, on five days written notice to the Purchaser, Purchaser to repurchase from Vendor the Purchased Units for a price equal to the Purchase Price and otherwise on the terms set out in this Agreement (provided that any such notice to the Purchaser must be given not less than 20 Business Days in advance of any record date then announced for a distribution by the Trust). Nothing in this section 2.3(f) is intended to restrict Teck from effecting a Transfer of units to any Person prior to the vote of Fording unitholders referred to above, provided that such Transfer is subject to section 2.4, if applicable. It is the intent of this Section 2.3(f) that Vendor should receive the economic benefit of an Asset Transaction and should not be worse off than if the Asset Transaction had been a Price Protection Transaction.

Adjustment of Purchase Price — Price Protection. (a) If at any time in the nine-month period following the date 14lh day of this Agreement August, 2005 (the “Price Protection Period”): (i) the Guarantor or any of its Affiliates or any person acting jointly or in concert with the Guarantor makes an offer or proposal to the Corporation respecting, or publicly announces an intention to undertake, an amalgamation or merger with, or an arrangement involving, the Corporation (or other similar transaction) pursuant to which the Guarantor will directly, or indirectly through an Affiliate, or any person acting jointly or in concert with the Guarantor, acquire all or a majority portion of the business of the Corporation; or (ii) the Guarantor or any of its Affiliates or any person acting jointly or in concert with the Guarantor makes an offer or proposal to the Corporation respecting, or publicly announces an intention to undertake, a take-over bid by take-over bid circular in compliance with applicable Canadian securities laws, after giving effect to which the Guarantor, if successful, would beneficially own directly or indirectly through an Affiliate, and together with any person acting jointly or in concert with the Guarantor, a majority of the Common Shares; (any such transaction being a “Price Protection Transaction”) then within five business days following the completion by the Guarantor or its Affiliate of the Price Protection Transaction the Guarantor will pay, or cause an Affiliate to pay, to the Vendors Vendor the Adjustment Payment (as defined below), if applicable, in immediately available funds. (b) Holdco The Vendor will be entitled to receive an additional amount on account of each of the Purchased Shares (the “Adjustment Payment”) equal to the amount by which the consideration per Common Share received by the holders of the Corporation’s Common Shares pursuant to the Price Protection Transaction (the “Greater Price”) exceeds the Purchase Price. (c) If all or any portion of the Greater Price is in the form of: (i) cash, the consideration shall be valued based on the face value of the cash, (ii) publicly traded securities, the consideration shall be valued based on the closing price of such securities on the date of the completion of the Price Protection Transaction on the published market on which the greatest volume of trading in such securities occurred over the twenty 20 trading days preceding such date, (iii) securities that are not publicly traded until the date of the completion of the Price Protection Transaction, the consideration shall be valued based on the closing price of such securities on the five trading days following the completion of the Price Protection Transaction on the published market on which the greatest volume of trading in such securities occurred over such period, or (iv) any other consideration, the consideration shall be valued at its fair market value as the Vendors and the Purchaser shall mutually agree, acting reasonably. (d) If all or any portion of the consideration forming the Greater Price has a value expressed in a currency other than Canadian dollars, then the value of that consideration will be expressed in Canadian dollars based upon a conversion rate of exchange equal to the noon spot rate quoted by the Bank of Canada on the date of the completion of the Price Protection Transaction for the purchase of Canadian dollars using the currency in which the consideration (or portion thereof) was originally denominated. (e) In the event of any disagreement between the Parties with respect to the calculation of the value of the Greater Price, the matter will be submitted to an internationally recognized firm of chartered accountants to be agreed upon by the parties, provided that such firm may not be the auditors of either Brascan the Vendor or the Guarantor. The decision of such firm of chartered accountants as to the value of the Adjustment Payment will be final and binding on the parties.

Adjustment of Purchase Price — Price Protection. (a) If at any time in the nine-month period following the date 14th day of this Agreement August, 2005 (the “Price Protection Period”): (i) the Guarantor or any of its Affiliates or any person acting jointly or in concert with the Guarantor makes an offer or proposal to the Corporation respecting, or publicly announces an intention to undertake, an amalgamation or merger with, or an arrangement involving, the Corporation (or other similar transaction) pursuant to which the Guarantor will directly, or indirectly through an Affiliate, or any person acting jointly or in concert with the Guarantor, acquire all or a majority portion of the business of the Corporation; or (ii) the Guarantor or any of its Affiliates or any person acting jointly or in concert with the Guarantor makes an offer or proposal to the Corporation respecting, or publicly announces an intention to undertake, a take-over bid by take-over bid circular in compliance with applicable Canadian securities laws, after giving effect to which the Guarantor, if successful, would beneficially own directly or indirectly through an Affiliate, and together with any person acting jointly or in concert with the Guarantor, a majority of the Common Shares; (any such transaction being a “Price Protection Transaction”) then within five business days following the completion by the Guarantor or its Affiliate of the Price Protection Transaction the Guarantor will pay, or cause an Affiliate to pay, to the Vendors Vendor the Adjustment Payment (as defined below), if applicable, in immediately available funds. (b) Holdco The Vendor will be entitled to receive an additional amount on account of each of the Purchased Shares (the “Adjustment Payment”) equal to the amount by which the consideration per Common Share received by the holders of the Corporation’s Common Shares pursuant to the Price Protection Transaction (the “Greater Price”) exceeds the Purchase Price. (c) If all or any portion of the Greater Price is in the form of: (i) cash, the consideration shall be valued based on the face value of the cash, (ii) publicly traded securities, the consideration shall be valued based on the closing price of such securities on the date of the completion of the Price Protection Transaction on the published market on which the greatest volume of trading in such securities occurred over the twenty 20 trading days preceding such date, (iii) securities that are not publicly traded until the date of the completion of the Price Protection Transaction, the consideration shall be valued based on the closing price of such securities on the five trading days following the completion of the Price Protection Transaction on the published market on which the greatest volume of trading in such securities occurred over such period, or (iv) any other consideration, the consideration shall be valued at its fair market value as the Vendors and the Purchaser shall mutually agree, acting reasonably. (d) If all or any portion of the consideration forming the Greater Price has a value expressed in a currency other than Canadian dollars, then the value of that consideration will be expressed in Canadian dollars based upon a conversion rate of exchange equal to the noon spot rate quoted by the Bank of Canada on the date of the completion of the Price Protection Transaction for the purchase of Canadian dollars using the currency in which the consideration (or portion thereof) was originally denominated. (e) In the event of any disagreement between the Parties with respect to the calculation of the value of the Greater Price, the matter will be submitted to an internationally recognized firm of chartered accountants to be agreed upon by the parties, provided that such firm may not be the auditors of either Brascan the Vendor or the Guarantor. The decision of such firm of chartered accountants as to the value of the Adjustment Payment will be final and binding on the parties.,