ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN. TRANSACTIONS 3.1 Flip-in Event 20
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN. TRANSACTIONS ------------
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN. TRANSACTIONS 25 3.1 Flip-in Event 25 ARTICLE 4 THE RIGHTS AGENT 26 4.1 General 26 4.2 Merger or Amalgamation or Change of Name of Rights Agent 27 4.3 Duties of Rights Agent 28 4.4 Change of Rights Agent 29 ARTICLE 5 MISCELLANEOUS 29 5.1 Redemption and Waiver 29 5.2 Expiration 31 5.3 Issuance of New Rights Certificates 31 5.4 Supplements and Amendments 31 5.5 Fractional Rights and Fractional Common Shares 32 5.6 Rights of Action 33 5.7 Holder of Rights Not Deemed a Shareholder 33 5.8 Notice of Proposed Actions 33 5.9 Notices 33 5.10 Costs of Enforcement 34 5.11 Successors 35 5.12 Benefits of this Agreement 35 5.13 Governing Law 35 5.14 Counterparts 35 5.15 Severability 35 5.16 Determinations and Actions by the Board of Directors 35 5.17 Effective Date 35 5.18 Approval of Holders of Rights 35 5.19 Declaration as to Non-Canadian and Non-United States Holders 36 5.20 Regulatory Approvals 36 5.21 Time of the Essence 36 Exhibit “A” Form of Rights Certificate SHAREHOLDER RIGHTS PLAN AGREEMENT THIS AGREEMENT, dated as of April 10, 2024, IS BY AND BETWEEN: ENERGY FUELS INC. a corporation existing under the laws of the Province of Ontario (the “Corporation”) - and - EQUINITI TRUST COMPANY, LLC a limited liability trust company existing under the laws of the State of New York (the “Rights Agent”).
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN. TRANSACTIONS 3.1 Flip-in. (a) In the event that prior to the Expiration Time a Flip-in Date shall occur, except as otherwise provided in this Section 3.1, each Right shall constitute the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof (but subject to Section 5.10), that number of shares of Class A Common Stock having an aggregate Market Price on the Stock Acquisition Date that gave rise to the Flip-in Date equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally in the event that on or after such Stock Acquisition Date any of the events described in Section 2.4(a) or (b), or any analogous event, shall have occurred with respect to the Class A Common Stock). (b) Notwithstanding the foregoing, any Rights that are Beneficially Owned on or after the Stock Acquisition Date by an Acquiring Person or an Affiliate or Associate thereof shall become null and void and any holder of such Rights (including transferees, whether direct or indirect, of any such Persons) shall thereafter have no right to exercise or transfer such Rights under any provision of this Agreement. If any Rights Certificate is presented for assignment or exercise and the Person presenting the same will not properly complete the certification set forth at the end of the form of assignment or notice of election to exercise or, if requested, will not provide such additional
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN. TRANSACTIONS 17 3.1 Flip-In 17 3.2 Flip-Over 20 ARTICLE IV THE RIGHTS AGENT 20 4.1 General 20 4.2 Merger or Consolidation or Change of Name of Rights Agent 21 4.3 Duties of Rights Agent 22 4.4 Change of Rights Agent 24 ARTICLE V MISCELLANEOUS 25 5.1 Redemption and Termination 25 5.2 Expiration 25 5.3 Issuance of New Rights Certificates 25 5.4 Supplements and Amendments 26 5.5 Fractional Shares 26 5.6 Rights of Action 27 5.7 Holder of Rights Not Deemed a Stockholder 27 5.8 Notice of Proposed Actions 27 5.9 Notices 27 5.10 Suspension of Exercisability 28 5.11 Successors 28 5.12 Benefits of this Agreement 28 5.13 Determination and Actions by the Board of Directors, etc. 29 5.14 Descriptive Headings 29
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN. TRANSACTIONS 34 3.1 Flip-in Event 34 Article 4 THE RIGHTS AGENT 36 4.1 General 36 4.2 Merger, Amalgamation or Consolidation or Change of Name of Rights Agent 37 4.3 Duties of Rights Agent 38 4.4 Change of Rights Agent 40 4.5 Compliance with Anti-Money Laundering Legislation 40 4.6 Privacy Legislation 41 4.7 Liability 41 Article 5 MISCELLANEOUS 41 5.1 Redemption and Waiver 41 5.2 Expiration 44 5.3 Issuance of New Rights Certificates 44 5.4 Supplements and Amendments 44 5.5 Fractional Rights and Fractional Shares 46 5.6 Rights of Action 46 5.7 Regulatory Approvals 47 5.8 Declaration as to Foreign Holders 47 5.9 Notices 47 5.10 Costs of Enforcement 48 5.11 Successors 48 5.12 Benefits of this Agreement 48 5.13 Governing Law 48 5.14 Severability 49 5.15 Effective Date 49 5.16 Determinations and Actions by the Board of Directors 49 5.17 Fiduciary Duties of Directors 49 5.18 Time of the Essence 50 5.19 Execution in Counterparts 50 SHAREHOLDER RIGHTS PLAN AGREEMENT
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN. TRANSACTIONS 21 3.1 Flip-in Event 21 ARTICLE 4 THE RIGHTS AGENT 22 4.1 General 22 4.2 Merger, Amalgamation or Consolidation or Change of Name of Rights Agent 23 4.3 Duties of Rights Agent 23 4.4 Change of Rights Agent 25 4.5 Compliance with Money Laundering Legislation 25 4.6 Privacy Provision 25 ARTICLE 5 MISCELLANEOUS 26 5.1 Redemption and Termination 26 5.2 Expiration 27 5.3 Issuance of New Rights Certificates 28 5.4 Supplements and Amendments 28 5.5 Fractional Rights and Fractional Shares 29 5.6 Rights of Action 29 5.7 Holder of Rights Not Deemed a Shareholder 30 5.8 Notice of Proposed Actions 30 5.9 Notices 30 5.10 Costs of Enforcement 31 5.11 Successors 31 5.12 Benefits of this Agreement 31 5.13 Descriptive Headings 31 5.14 Governing Law 31 5.15 Language 31 TABLE OF CONTENTS (continued) Page 5.16 Counterparts 32 5.17 Severability 32 5.18 Effective Date 32 5.19 Shareholder Review 32 5.20 Regulatory Approvals 32 5.21 Declaration as to Non-Canadian and Non-U.S. Holders 33 5.22 Determinations and Actions by the Board of Directors 33 5.23 Rights of the Board of Directors 33 5.24 Time of the Essence 33 AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT THIS AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT made as of the 23rd day of September, 2016 (amending and restating the Amended and Restated Shareholder Rights Plan Agreement dated as of September 26, 2013, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 2, 2010, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 6, 2007, which amended and restated the Shareholder Rights Plan Agreement dated as of November 1, 2004). BETWEEN: OPEN TEXT CORPORATION, a body corporate organized under the laws of Canada (hereinafter referred to as the “Corporation”) OF THE FIRST PART COMPUTERSHARE INVESTOR SERVICES INC., a corporation incorporated under the laws of Canada (hereinafter referred to as the “Rights Agent”) OF THE SECOND PART
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN. TRANSACTIONS 21 3.1 Flip-in Event 21 ARTICLE 4 THE RIGHTS AGENT 22 4.1 General 22 4.2 Merger, Amalgamation or Consolidation or Change of Name of Rights Agent 23 4.3 Duties of Rights Agent 23 4.4 Change of Rights Agent 25 4.5 Compliance with Money Laundering Legislation 25 4.6 Privacy Provision 25 ARTICLE 5 MISCELLANEOUS 26 5.1 Redemption and Termination 26 5.2 Expiration 27 5.3 Issuance of New Rights Certificates 28 5.4 Supplements and Amendments 28 5.5 Fractional Rights and Fractional Shares 29 5.6 Rights of Action 29 5.7 Holder of Rights Not Deemed a Shareholder 30 5.8 Notice of Proposed Actions 30 5.9 Notices 30 5.10 Costs of Enforcement 31 5.11 Successors 31 5.12 Benefits of this Agreement 31 5.13 Descriptive Headings 31 5.14 Governing Law 31 5.15 Language 31 TABLE OF CONTENTS (continued) Page 5.16 Counterparts 32 5.17 Severability 32 5.18 Effective Date 32 5.19 Shareholder Review 32 5.20 Regulatory Approvals 32 5.21 Declaration as to Non-Canadian and Non-U.S. Holders 33 5.22 Determinations and Actions by the Board of Directors 33 5.23 Rights of the Board of Directors 33 5.24 Time of the Essence 33 AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT THIS AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT made as of the 23rd day of September, 2016 (amending and restating the Amended and Restated Shareholder Rights Plan Agreement dated as of September 26, 2013, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 2, 2010, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 6, 2007, which amended and restated the Shareholder Rights Plan Agreement dated as of November 1, 2004). BETWEEN: OPEN TEXT CORPORATION, a body corporate organized under the laws of Canada (hereinafter referred to as the “Corporation”) OF THE FIRST PART COMPUTERSHARE INVESTOR SERVICES INC., a corporation incorporated under the laws of Canada (hereinafter referred to as the “Rights Agent”) OF THE SECOND PART
