ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 20 ARTICLE 4 THE RIGHTS AGENT 21 ARTICLE 5 MISCELLANEOUS 25
ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF A FLIP-IN EVENT
ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF A FLIP IN EVENT
3 . 1 Flip-in Event
(a) Subject to Subsection 3.1(b) and Section 5.1, if prior to the Expiration Time a Flip-in Event occurs, each Right shall constitute, effective at the close of business on the tenth Trading Day after the Stock Acquisition Date, the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof, one Common Share on the date of consummation or occurrence of such Flip-in Event for an amount in cash equal to the Exercise Price (such Right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such consummation or occurrence, an event of a type analogous to any of the events described in Section 2.3 shall have occurred).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or
(ii) a transferee of or other successor in title or ownership to Rights (a "transferee"), directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming an Acquiring Person in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding Subsection 3.1(b)(i), shall become null and void without any further action, and any holder of such Rights (including transferees) shall thereafter have no right to exercise or transfer such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercis...
ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF A FLIP-IN EVENT 25 ARTICLE 4 THE RIGHTS AGENT 26 ARTICLE 5 MISCELLANEOUS 30
ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS
ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 27 4.1 Flip-in Event 27 ARTICLE 5 - THE RIGHTS AGENT 28 5.1 General 28 5.2 Merger or Amalgamation or Change of Name of Rights Agent 29 5.3 Duties of Rights Agents 30 5.4 Change of Rights Agent 31 ARTICLE 6 - MISCELLANEOUS 32 6.1 Redemption and Waiver 32 6.2 Expiration 33 6.3 Issuance of New Rights Certificates 34 6.4 Fractional Rights and Fractional Shares 34 6.5 Supplements and Amendments 34 6.6 Rights of Action 35 6.7 Declaration as to Non-Canadian Holders 36 6.8 Notices 36 6.9 Costs of Enforcement 37 6.10 Successors 37 6.11 Benefits of this Agreement 37 6.12 Governing Law 37 6.13 Counterparts 37 6.14 Severability 38 6.15 Effective Date and Shareholder Confirmation 38 6.16 Rights of Board, Corporation and Offeror 38 6.17 Determinations and Actions by the Board of Directors 38 6.18 Successor Corporations 38 6.19 Time of the Essence 39 6.20 Regulatory Approvals 39 6.21 Compliance with Money Laundering Legislation 39 6.22 Privacy Provision 39 MEMORANDUM OF AGREEMENT made as of the 12th day of June, 2013 BETWEEN: QUATERRA RESOURCES INC., a corporation incorporated under the laws of British Columbia (the "Corporation") AND: COMPUTERSHARE INVESTOR SERVICES INC., a corporation existing under the laws of Canada, as rights agent (the "Rights Agent")
ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS
Section 3.1 Flip-in Event........................................... 32
ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS
3.1 Flip-in . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.2 Flip-over . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF A FLIP-IN EVENT
3.1 Flip-in Event
(a) Subject to Subsection 3.1(b) and Sections 5.1 and 5.2, in the event that prior to the Expiration Time a Flip-in Event shall occur, each Right shall constitute, effective from and after the Close of Business on the tenth Trading Day following the Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of a Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by:
(i) an Acquiring Person (or an Affiliate or Associate of an Acquiring Person, or any Person acting jointly or in concert with an Acquiring Person); or
(ii) a transferee or other successor-in-title, directly or indirectly, from an Acquiring Person (or an Affiliate or Associate of an Acquiring Person, or any Person acting jointly or in concert with an Acquiring Person) in a transfer of Rights, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, understanding or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person, or any Person acting jointly or in concert with an Acquiring Person) that has the purpose or effect of avoiding the provisions of Clause 3.1(b)(i); shall become null and void without any further action and any holder of such Rights (including transferees or other successors-in-title) shall thereafter have no right to exercise or transfer such Rights under any provision of this Agreement and shall have no other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary...
ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF ----------- ----------------------------------------- CERTAIN TRANSACTIONS --------------------
