ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF A FLIP-IN EVENT
ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 33 3.1 Flip-in Event 33 Article 4 THE RIGHTS AGENT 34 4.1 General 34 4.2 Merger, Amalgamation or Consolidation or Change of Name of Rights Agent 35 4.3 Duties of Rights Agent 36 4.4 Change of Rights Agent 38 4.5 Compliance with Anti-Money Laundering Legislation 38 Article 5 MISCELLANEOUS 39 5.1 Redemption and Waiver 39 5.2 Expiration 41 5.3 Issuance of New Rights Certificates 41 5.4 Supplements and Amendments 41 5.5 Fractional Rights and Fractional Shares 43 5.6 Rights of Action 43 5.7 Regulatory Approvals 44 5.8 Declaration as to Non-Canadian or Non-U.S. Holders 44 5.9 Notices 44 5.10 Costs of Enforcement 46 5.11 Successors 46 5.12 Benefits of this Agreement 46 5.13 Governing Law 46 5.14 Severability 46 5.15 Effective Date 46 5.16 Reconfirmation and Approval 46 5.17 Actions by the Board of Directors 47 5.18 Fiduciary Duties of the Directors 47 5.19 Privacy Legislation 47 5.20 Language 47 5.21 Time of the Essence 47 5.22 Execution in Counterparts 48 ATTACHMENT 1 AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT MEMORANDUM OF AGREEMENT, dated as of October 13, 1992, as amended and restated as of April 28, 2022, between TransAlta Corporation (“TransAlta”), a corporation incorporated under the Canada Business Corporations Act, and Computershare Trust Company of Canada, a corporation incorporated under the laws of Canada (the “Rights Agent”) which was appointed successor to AST Trust Company (Canada), a trust company incorporated under the laws of Canada;
ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS
ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 30 3.1 Flip-in Event 30 ARTICLE 4 - THE RIGHTS AGENT 31 4.1 General 31 4.2 Merger, Amalgamation or Consolidation or Change of Name of Rights Agent 32 4.3 Duties of Rights Agent 33 4.4 Change of Rights Agent 35 4.5 Compliance with Money Laundering Legislation 35 4.6 Privacy Provision 36 ARTICLE 5 – MISCELLANEOUS 36
ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF A FLIP-IN EVENT 30 3.1 Flip-in Event 30 ARTICLE 4 THE RIGHTS AGENT 32 4.1 General 32 4.2 Merger, Amalgamation or Consolidation or Change of Name of Rights Agent 33 4.3 Duties of Rights Agent 33 4.4 Change of Rights Agent 35 ARTICLE 5 MISCELLANEOUS 36 5.1 Redemption and Termination of Rights 36 5.2 Waiver of Flip-In Events 37 5.3 Expiration 38 5.4 Issuance of New Rights Certificates 38 5.5 Supplements and Amendments 38 5.6 Fractional Rights and Fractional Shares 40 5.7 Rights of Action 40 5.8 Holder of Rights Not Deemed a Shareholder 41 5.9 Notice of Proposed Actions 41 5.10 Notices 41 5.11 Costs of Enforcement 43 5.12 Successors 43 5.13 Benefits of this Agreement 43 5.14 Governing Law 43 5.15 Language 43 5.16 Counterparts 43 5.17 Severability 43 5.18 Determinations and Actions by the Board of Directors 44 5.19 Effective Date and Expiration Time 44 5.20 Regulatory Approvals 44 5.21 Time of the Essence 44 5.22 Declaration as to Non-Canadian Holders 44 AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of May 9, 2007 between GOLDEN STAR RESOURCES LTD., a corporation organized under the laws of Canada (the “Corporation”), and CIBC MELLON TRUST COMPANY, a trust company existing under the laws of Canada, as rights agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder), amending and restating the Rights Agreement dated as of April 24, 1996 between the Corporation and The R-M Trust Company, as rights agent, as amended pursuant to an Amending Agreement dated as of June 30, 1999 between the Corporation and CIBC Mellon Trust Company (formerly The R-M Trust Company), as rights agent, as amended and restated by the Amended and Restated Shareholder Rights Plan Agreement dated as of May 20, 2004 between the Corporation and CIBC Mellon Trust Company as rights agent.
ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 3.1 FLIP-IN EVENT 27 ARTICLE 4 THE RIGHTS AGENT
ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 30 3.1 Flip-in Event 30 4. THE RIGHTS AGENT 32 4.1 General 32 4.2 Merger or Amalgamation or Change of Name of Rights Agent 33 4.3 Duties of Rights Agent 33 4.4 Change of Rights Agent 35 4.5 Compliance with Anti-Money Laundering Legislation 36 4.6 Fiduciary Duties of the Directors 36 5. MISCELLANEOUS 36 5.1 Redemption and Waiver 36 5.2 Expiration 38 5.3 Issuance of New Rights Certificates 38 5.4 Supplements and Amendments 38 5.5 Fractional Rights and Fractional Common Shares 40 5.6 Rights of Action 40 5.7 Holder of Rights Not Deemed a Shareholder 41
ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 23 4.1 Flip-in Event 23 4.2 Compliance with Anti-Money Laundering Legislation 24 ARTICLE 5 - THE RIGHTS AGENT 25 5.1 General 25 5.2 Merger or Amalgamation or Change of Name of Rights Agent 26 5.3 Duties of Rights Agent 26 5.4 Change of Rights Agent 28 5.5 Fiduciary Duties of the Directors 28 ARTICLE 6 - MISCELLANEOUS 28 6.1 Redemption and Waiver 28 6.2 Expiration 30 6.3 Issuance of New Rights Certificate 30 6.4 Fractional Rights and Fractional Shares 30 6.5 Supplements and Amendments 30 6.6 Rights of Action 32
ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF A FLIP-IN EVENT 25 3.1 Flip-in Event 25
ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 3.1 Flip-in. . . . . . . . . . . . . . . . . . . . . . . 20 3.2 Flip-over. . . . . . . . . . . . . . . . . . . . . . 23
