Common use of ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS Clause in Contracts

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections 3.1(b), 5.1(d), 5.1(e) and 5.1(f), if prior to the Expiration Time a Flip-in Event occurs, the Corporation shall take such action as shall be necessary to ensure and provide, within ten Business Days of such occurrence or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation of each of the provinces and territories of Canada and the states of the United States so that, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, upon payment of the Exercise Price and otherwise exercising such Right 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 the Stock Acquisition Date an event of a type analogous to any of the events described in Section 2.3 has 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 and 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 Associate or Affiliate of an Acquiring Person); or (ii) a transferee of Rights, direct or indirect, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) who becomes a transferee 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 Associate or Affiliate of an Acquiring Person), that has the purpose or effect of avoiding paragraph 3.1(b)(i); shall become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights whether directly or indirectly) shall not have any right whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any right 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 certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either paragraph 3.1(b)(i) or (ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain substantially the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or a Person acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby are void in the circumstances specified in subsection 3.1(b) of the Rights Agreement." and may also contain, where and when required, a French language version of such legend; provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either paragraph 3.1(b)(i) or (ii). (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Canada Business Corporations Act, the Securities Act (British Columbia), the Securities Act (Ontario), the 1933 Securities Act, the 1934 Exchange Act and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement. (e) If, upon the occurrence of a Flip-In Event, the aggregate number of Common Shares issuable upon the exercise of all Rights then outstanding would exceed the aggregate number of Common Shares that the Corporation is then authorized to issue pursuant to its constating documents, the number of Common Shares acquirable pursuant to each Right shall, notwithstanding subsection 3.1(a), be reduced pro rata to the extent necessary such that the aggregate number of Common Shares issuable upon the exercise of all outstanding Rights does not then exceed the aggregate number of Common Shares that the Corporation is then authorized to issue pursuant to its constating documents, provided that any such pro rata reduction will not affect the Exercise Price or any other term of this Agreement relating to the Rights. 3.2 Fiduciary Duties of the Board of Directors of the Corporation For clarification it is understood that nothing contained in this Article 3 shall be considered to affect the obligations of the Board of Directors to exercise its fiduciary duties. Without limiting the generality of the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Voting Shares reject or accept any Take-over Bid or take any other action (including, without limitation, the commencement, prosecution, defence or settlement of any litigation and the submission of additional or alternative Take-over Bids or other proposals to the shareholders of the Corporation with respect to any Take-over Bid or otherwise) that the Board of Directors believes is necessary or appropriate in the exercise of its fiduciary duties.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. Section 3.1 Flip-in Event. (a1) Subject to subsections 3.1(bSection 3.1(2) below, and Sections 5.1(2), 5.1(d), 5.1(e(3) and 5.1(f)(4) hereof, if in the event that prior to the Expiration Time a Flip-in Event occursshall occur, the Corporation shall take such action as shall may be necessary to ensure and provide, provide within ten eight (8) Business Days of such occurrence occurrence, or such longer period as may be required to satisfy the all applicable requirements of the applicable Securities Act (British Columbia), and the securities acts or comparable legislation of each other province of Canada, the provinces and territories of Canada 1933 Securities Act, the 1934 Exchange Act, and the states of the United States so rules and regulations thereunder, and any other applicable law, rule or regulation that, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, Corporation upon payment of the Exercise Price and otherwise exercising such Right exercise thereof in accordance with the terms hereof, hereof that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or the 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 hereof in the event that after the Stock Acquisition Date such date of occurrence an event of a type analogous to any of the events described in Section 2.3 has occurredhereof shall have occurred with respect to such Common Shares). (b2) 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 and the Stock Acquisition Date by: by (i) an Acquiring Person (Person, or any Affiliate or Associate of an Acquiring Person Person, or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an such Acquiring Person); or , or any Affiliate or Associate of such Person so acting jointly or in concert, or (ii) a transferee or other successor in title of Rights, direct directly or indirectindirectly, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person Person) or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring PersonPerson (or of any Affiliate or Associate of such Person so acting jointly or in concert) who becomes a transferee or successor in a transfer that title concurrently with or subsequent to 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 Associate or Affiliate of an Acquiring Person)becoming such, that has the purpose or effect of avoiding paragraph 3.1(b)(i); shall become null and void without any further action, and any holder of such Rights (including any transferee of, transferees or other successor to, such Rights whether directly or indirectlysuccessors in title) shall not have any right rights whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any right 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 certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and such Rights shall become null and void. (c3) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either paragraph 3.1(b)(iclause 3.1(2)(i) or (ii) or transferred to any Nominee of any such Person), and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain substantially the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as all capitalized terms used herein have the meaning given to such terms are defined in the Shareholder Rights Plan Agreement, dated January 17, 2006, as amended and restated from time to time, (the “Rights Agreement”)) or a Person who was acting jointly or in concert with any of theman Acquiring Person (including, without limitation, a Person who has entered into an agreement or arrangement to sell Common Shares to an Acquiring Person). This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(bSection 3.1(2) of the Rights Agreement." and may also contain. provided, where and when requiredhowever, a French language version of such legend; provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either paragraph 3.1(b)(isuch legend. This issuance of a Rights Certificate without the legend referred to in this Section 3.1(3) or (ii). (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with have no effect on the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Canada Business Corporations Act, the Securities Act (British Columbia), the Securities Act (Ontario), the 1933 Securities Act, the 1934 Exchange Act and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement. (e) If, upon the occurrence of a Flip-In Event, the aggregate number of Common Shares issuable upon the exercise of all Rights then outstanding would exceed the aggregate number of Common Shares that the Corporation is then authorized to issue pursuant to its constating documents, the number of Common Shares acquirable pursuant to each Right shall, notwithstanding subsection 3.1(a), be reduced pro rata to the extent necessary such that the aggregate number of Common Shares issuable upon the exercise of all outstanding Rights does not then exceed the aggregate number of Common Shares that the Corporation is then authorized to issue pursuant to its constating documents, provided that any such pro rata reduction will not affect the Exercise Price or any other term of this Agreement relating to the Rights. 3.2 Fiduciary Duties of the Board of Directors of the Corporation For clarification it is understood that nothing contained in this Article 3 shall be considered to affect the obligations of the Board of Directors to exercise its fiduciary duties. Without limiting the generality of the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Voting Shares reject or accept any Take-over Bid or take any other action (including, without limitation, the commencement, prosecution, defence or settlement of any litigation and the submission of additional or alternative Take-over Bids or other proposals to the shareholders of the Corporation with respect to any Take-over Bid or otherwise) that the Board of Directors believes is necessary or appropriate in the exercise of its fiduciary duties.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections 3.1(b), 5.1(d), 5.1(e) and 5.1(f5.1(e), if prior to the Expiration Time a Flip-in Event occurs, the Corporation shall take such action as shall be necessary to ensure and provide, within ten Business Days of such occurrence or such longer period as may be required to satisfy the requirements of the applicable securities acts 1933 Securities Act or comparable legislation of each of the provinces and territories of Canada and the states of the United States so that, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, upon payment of the Exercise Price and otherwise exercising such Right 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 the Stock Acquisition Date an event of a type analogous to any of the events described in Section 2.3 has 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 and 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 Associate or Affiliate of an Acquiring Person); or (ii) a transferee of Rights, direct or indirect, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) who becomes a transferee 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 Associate or Affiliate of an Acquiring Person), that has the purpose or effect of avoiding paragraph 3.1(b)(i); shall become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights whether directly or indirectly) shall not have any right whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any right 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 Right Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either paragraph 3.1(b)(i) or (ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain substantially the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or a Person acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby are void in the circumstances specified in subsection 3.1(b) of the Rights Agreement." and may also contain, where and when required, a French language version of such legend; provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either paragraph 3.1(b)(i) or (ii). (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions provision of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Canada Business Corporations Act, the Securities Act (British Columbia), the Securities Act (Ontario), the 1933 Securities Act, the 1934 Exchange Act ) and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement. (e) If, upon the occurrence of a Flip-In Event, the aggregate number of Common Shares issuable upon the exercise of all Rights then outstanding would exceed the aggregate number of Common Shares that the Corporation is then authorized to issue pursuant to its constating documents, the number of Common Shares acquirable pursuant to each Right shall, notwithstanding subsection 3.1(a), be reduced pro rata to the extent necessary such that the aggregate number of Common Shares issuable upon the exercise of all outstanding Rights does not then exceed the aggregate number of Common Shares that the Corporation is then authorized to issue pursuant to its constating documents, provided that any such pro rata reduction will not affect the Exercise Price or any other term of this Agreement relating to the Rights. 3.2 Fiduciary Duties of the Board of Directors of the Corporation For clarification it is understood that nothing contained in this Article 3 shall be considered to affect the obligations of the Board of Directors to exercise its fiduciary duties. Without limiting the generality of the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Voting Shares reject or accept any Take-over Bid or take any other action (including, without limitation, the commencement, prosecution, defence or settlement of any litigation and the submission of additional or alternative Take-over Bids or other proposals to the shareholders of the Corporation with respect to any Take-over Bid or otherwise) that the Board of Directors believes is necessary or appropriate in the exercise of its fiduciary duties.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. Section 3.1 Flip-in Event. (a1) Subject to subsections 3.1(bSection 3.1(2) below, and Sections 5.1(2), 5.1(d), 5.1(e(3) and 5.1(f)(4) hereof, if in the event that prior to the Expiration Time a Flip-in Event occursshall occur, the Corporation shall take such action as shall may be necessary to ensure and provide, provide within ten eight (8) Business Days of such occurrence occurrence, or such longer period as may be required to satisfy the all applicable requirements of the applicable Securities Act (British Columbia), and the securities acts or comparable legislation of each other province of Canada, the provinces and territories of Canada 1933 Securities Act, the 1934 Exchange Act, and the states of the United States so rules and regulations thereunder, and any other applicable law, rule or regulation that, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, Corporation upon payment of the Exercise Price and otherwise exercising such Right exercise thereof in accordance with the terms hereof, hereof that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or the 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 hereof in the event that after the Stock Acquisition Date such date of occurrence an event of a type analogous to any of the events described in Section 2.3 has occurredhereof shall have occurred with respect to such Common Shares). (b2) 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 and the Stock Acquisition Date by: by (i) an Acquiring Person (Person, or any Affiliate or Associate of an Acquiring Person Person, or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an such Acquiring Person); or , or any Affiliate or Associate of such Person so acting jointly or in concert, or (ii) a transferee or other successor in title of Rights, direct directly or indirectindirectly, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person Person) or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring PersonPerson (or of any Affiliate or Associate of such Person so acting jointly or in concert) who becomes a transferee or successor in a transfer that title concurrently with or subsequent to 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 Associate or Affiliate of an Acquiring Person)becoming such, that has the purpose or effect of avoiding paragraph 3.1(b)(i); shall become null and void without any further action, and any holder of such Rights (including any transferee of, transferees or other successor to, such Rights whether directly or indirectlysuccessors in title) shall not have any right rights whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any right 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 certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and such Rights shall become null and void. (c3) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either paragraph 3.1(b)(iclause 3.1(2)(i) or (ii) or transferred to any Nominee of any such Person), and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain substantially the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as all capitalized terms used herein have the meaning given to such terms are defined in the Shareholder Rights Plan Agreement, dated January 17, 2006, as amended and restated from time to time, (the “Rights Agreement”)) or a Person who was acting jointly or in concert with any of theman Acquiring Person (including, without limitation, a Person who has entered into an agreement or arrangement to sell Common Shares to an Acquiring Person). This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(bSection 3.1(2) of the Rights Agreement." and may also contain. provided, where and when requiredhowever, a French language version of such legend; provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either paragraph 3.1(b)(isuch legend. This issuance of a Rights Certificate without the legend referred to in this Section 3.1(3) or (ii)shall have no effect on the provisions of Section 3.1. (d4) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Canada Business Corporations Act, the Securities Act (British Columbia), the Securities Act (Ontario), the 1933 Securities Act, the 1934 Exchange Act and Notwithstanding any other applicable laws in respect of provision hereof, if the issue number of Common Shares which are authorized but not issued or allotted or reserved for issue (other than upon the exercise of Rights) is not sufficient to permit the exercise in full of the Rights in accordance with this Agreement. (e) If, upon the occurrence of a Flip-In Eventin Event in accordance with clause 3.1(1) then, the aggregate upon such occurrence, each Right which is not void pursuant to clause 3.1(2), when such Right is aggregated with a sufficient number of Rights to acquire a whole number of Common Shares issuable Shares, shall constitute, effective on the Stock Acquisition Date, upon exercise thereof in accordance with the exercise of all Rights then outstanding would exceed terms hereof, the aggregate right to purchase from the Corporation that number of Common Shares, at the price of $0.01 per Common Share, equal to the quotient determined by dividing: (i) the difference between the number of authorized Common Shares that the Corporation is then authorized to issue pursuant to its constating documents, and the number of Common Shares acquirable pursuant to each Right shall, notwithstanding subsection 3.1(a), be reduced pro rata to then issued or allotted or reserved for issuance by the extent necessary such that the aggregate number of Common Shares issuable Corporation (other than upon the exercise of all outstanding Rights does not then exceed Rights); by (ii) the aggregate number of Common Shares that the Corporation is Rights then authorized to issue outstanding and which are not void pursuant to its constating documents, provided that any such pro rata reduction will not affect the Exercise Price or any other term of this Agreement relating to the Rightsclause 3.1(2). 3.2 Fiduciary Duties of the Board of Directors of the Corporation For clarification it is understood that nothing contained in this Article 3 shall be considered to affect the obligations of the Board of Directors to exercise its fiduciary duties. Without limiting the generality of the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Voting Shares reject or accept any Take-over Bid or take any other action (including, without limitation, the commencement, prosecution, defence or settlement of any litigation and the submission of additional or alternative Take-over Bids or other proposals to the shareholders of the Corporation with respect to any Take-over Bid or otherwise) that the Board of Directors believes is necessary or appropriate in the exercise of its fiduciary duties.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections Subsection 3.1(b), 5.1(dand Subsections 5.1(b), 5.1(e5.1(c) and 5.1(f)) hereof, if in the event that prior to the Expiration Time a Flip-in Event occursshall occur, the Corporation shall take such action as shall may be necessary to ensure and provide, provide within ten Business eight (8) Trading Days of such occurrence occurrence, or such longer period as may be required to satisfy the all applicable requirements of the applicable Securities Act (Ontario), and the securities acts or comparable legislation of each of the provinces and territories other province of Canada and the states and, if applicable, of the United States so of America that, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, Corporation upon payment of the Exercise Price and otherwise exercising such Right exercise thereof in accordance with the terms hereof, hereof that number of Common Shares of the Corporation having an aggregate Market Price on the date of the 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 hereof in the event that after the Stock Acquisition Date such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 has occurredhereof shall have occurred with respect to such Common Shares). (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 Time, and 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 or Affiliate of an such Acquiring Person); or or (ii) a transferee or other successor in title directly or indirectly of Rights, direct or indirect, of Rights held by an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) who becomes a transferee or successor in a transfer that title concurrently with or subsequent to 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 Associate or Affiliate of becoming an Acquiring Person), that has the purpose or effect of avoiding paragraph 3.1(b)(i); shall become null and void without any further action, and any holder of such Rights (including any transferee of, transferees or other successor to, such Rights whether directly or indirectlysuccessors in title) shall not have any right rights whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any right 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 certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either paragraph 3.1(b)(i) or (ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain substantially the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or a Person acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby are void in the circumstances specified in subsection 3.1(b) of the Rights Agreement." and may also contain, where and when required, a French language version of such legend; provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either paragraph 3.1(b)(i) or (ii). (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Canada Business Corporations Act, the Securities Act (British Columbia), the Securities Act (Ontario), the 1933 Securities Act, the 1934 Exchange Act and any other applicable the securities laws or comparable legislation in each of the provinces of Canada and each of the States of the United States in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement. (d) Any Rights Certificate that would represent Rights Beneficially owned by a Person described in either Clause 3.1(b)(i) or (ii) or transferred to any nominee of any such Person, and any Rights Certificate that would be issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall either not be issued upon the instruction of the Corporation in writing to the Rights Agent or contain the following legend: "THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE WERE ISSUED TO A PERSON WHO WAS AN ACQUIRING PERSON OR AN AFFILIATE OR AN ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE SHAREHOLDER RIGHTS PLAN AGREEMENT) OR A PERSON WHO WAS ACTING JOINTLY OR IN CONCERT WITH AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON. THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY ARE VOID OR SHALL BECOME VOID IN THE CIRCUMSTANCES SPECIFIED IN SUBSECTION 3.1(b) OF THE SHAREHOLDER RIGHTS PLAN AGREEMENT." provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall impose such legend only if instructed to do so by the Corporation in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend. The issuance of a Rights Certificate without the legend referred to in this Subsection 3.1(d) shall be of no effect on the provisions of Subsection 3.1(b). (e) If, upon the occurrence of a Flip-In Event, the aggregate number of Common Shares issuable upon the exercise of all Rights then outstanding would exceed the aggregate number of Common Shares that the Corporation is then authorized to issue pursuant to its constating documents, the number of Common Shares acquirable pursuant to each Right shall, notwithstanding subsection Subsection 3.1(a), be reduced pro rata to the extent necessary such that the aggregate number of Common Shares issuable upon the exercise of all outstanding Rights does not then exceed the aggregate number of Common Shares that the Corporation is then authorized to issue pursuant to its constating documents, provided that any such pro rata reduction will not affect the Exercise Price or any other term of this Agreement relating to the Rights. 3.2 Fiduciary Duties of the Board of Directors of the Corporation For clarification it is understood that nothing contained in this Article 3 shall be considered to affect the obligations of the Board of Directors to exercise its fiduciary duties. Without limiting the generality of the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Voting Shares reject or accept any Take-over Bid or take any other action (including, without limitation, the commencement, prosecution, defence or settlement of any litigation and the submission of additional or alternative Take-over Bids or other proposals to the shareholders of the Corporation with respect to any Take-over Bid or otherwise) that the Board of Directors believes is necessary or appropriate in the exercise of its fiduciary duties.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections 3.1(b), 5.1(d), 5.1(e) and 5.1(f), if prior to the Expiration Time a Flip-in Event occurs, the Corporation Company shall take such action as shall be necessary to ensure and provide, within ten Business Days of such occurrence or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation of each of the provinces and territories of Canada and the states of the United States so that, except as provided below, each Right shall thereafter constitute the right to purchase from the CorporationCompany, upon payment of the Exercise Price and otherwise exercising such Right 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 the Stock Acquisition Date an event of a type analogous to any of the events described in Section 2.3 has 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 and 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 Associate or Affiliate of an Acquiring Person); or (ii) a transferee of Rights, direct or indirect, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) who becomes a transferee 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 Associate or Affiliate of an Acquiring Person), that has the purpose or effect of avoiding paragraph 3.1(b)(i); shall become null and void without any further action, and any holder of such Rights (including any transferee of, or other successor to, such Rights whether directly or indirectly) shall not have any right whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any right 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 certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either paragraph 3.1(b)(i) or (ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain substantially the following legend: "“The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or a Person acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby are void in the circumstances specified in subsection 3.1(b) of the Rights Agreement." ” and may also contain, where and when required, a French language version of such legend; provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation Company or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either paragraph 3.1(b)(i) or (ii). (d) From and after the Separation Time, the Corporation Company shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions provision of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Canada Business Corporations ActAct (British Columbia), the Securities Act (British Columbia), the Securities Act (Alberta), the Securities Act (Ontario), the 1933 Securities Act, the 1934 Exchange Act and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement. (e) If, upon the occurrence of a Flip-In Event, the aggregate number of Common Shares issuable upon the exercise of all Rights then outstanding would exceed the aggregate number of Common Shares that the Corporation Company is then authorized to issue pursuant to its constating documents, the number of Common Shares acquirable pursuant to each Right shall, notwithstanding subsection 3.1(a), be reduced pro rata to the extent necessary such that the aggregate number of Common Shares issuable upon the exercise of all outstanding Rights does not then exceed the aggregate number of Common Shares that the Corporation Company is then authorized to issue pursuant to its constating documents, provided that any such pro rata reduction will not affect the Exercise Price or any other term of this Agreement relating to the Rights. 3.2 Fiduciary and other Statutory Duties of the Board of Directors of the Corporation Company For clarification it is understood that nothing contained in this Article 3 shall be considered to affect the obligations of the Board of Directors to exercise its fiduciary and other statutory duties. Without limiting the generality of the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Voting Shares reject or accept any Take-over Bid or take any other action (including, without limitation, the commencement, prosecution, defence or settlement of any litigation and the submission of additional or alternative Take-over Bids or other proposals to the shareholders of the Corporation Company with respect to any Take-over Bid or otherwise) that the Board of Directors believes is necessary or appropriate in the exercise of its fiduciary and other statutory duties.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. Section 3.1 Flip-in Event (a1) Subject to subsections 3.1(b)Section 3.1(2) below, 5.1(d)and Section 5.2 hereof, 5.1(e) and 5.1(f), if in the event that prior to the Expiration Time a Flip-in Event occursshall occur, the Corporation shall take such action as shall may be necessary to ensure and provide, provide within ten 10 Business Days of such occurrence occurrence, or such longer period as may be required to satisfy the all applicable requirements of the applicable Securities Act (Ontario), and the securities acts or comparable legislation of each of the provinces and territories other province of Canada and the states 1933 Securities Act and 1934 Exchange Act and the securities laws of each state of the United States so States, as applicable, that, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, Corporation upon payment of the Exercise Price and otherwise exercising such Right exercise thereof in accordance with the terms hereof, hereof that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or the 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 hereof in the event that after the Stock Acquisition Date such date of occurrence an event of a type analogous to any of the events described in Section 2.3 has occurredhereof shall have occurred with respect to such Common Shares). (b2) 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 and the Stock Acquisition Date by: by (i) an Acquiring Person (Person, or any Affiliate or Associate of an Acquiring Person Person, or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate or Affiliate of an such Acquiring Person); or , or any Affiliate or Associate of such Person so acting jointly or in concert, or (ii) a transferee or other successor in title of Rights, direct directly or indirectindirectly, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person Person) or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring PersonPerson (or of any Affiliate or Associate of such Person so acting jointly or in concert) who becomes a transferee or successor in a transfer that title concurrently with or subsequent to 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 Associate or Affiliate of an Acquiring Person)becoming such, that has the purpose or effect of avoiding paragraph 3.1(b)(i); shall become null and void without any further action, and any holder of such Rights (including any transferee of, transferees or other successor to, such Rights whether directly or indirectlysuccessors in title) shall not have any right rights whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any right 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 certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and such Rights shall become null and void. (c3) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either paragraph 3.1(b)(iclauses (i) or (ii) of Section 3.1(2) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain substantially the following legend: "“The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or a Person was acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby are shall become void in the circumstances specified in subsection 3.1(b3.1(2) of the Rights Agreement." and may also contain”, where and when required, a French language version of such legend; provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person, an Affiliate or Associate thereof or a Person described acting jointly or in either paragraph 3.1(b)(i) or (ii)concert with any of them. (d4) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.13.1 including, including without limitation, all such acts and things as may be required to satisfy the requirements of the Canada Business Corporations Act, the Securities Act (British Columbia)OBCA, the Securities Act (Ontario), the securities laws or comparable legislation of each of the provinces of Canada, the 1933 Securities Act and the 1934 Exchange Act, the 1934 Exchange Act securities laws of each state of the United States, as applicable, and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement. (e) If, upon the occurrence of a Flip-In Event, the aggregate number of Common Shares issuable upon the exercise of all Rights then outstanding would exceed the aggregate number of Common Shares that the Corporation is then authorized to issue pursuant to its constating documents, the number of Common Shares acquirable pursuant to each Right shall, notwithstanding subsection 3.1(a), be reduced pro rata to the extent necessary such that the aggregate number of Common Shares issuable upon the exercise of all outstanding Rights does not then exceed the aggregate number of Common Shares that the Corporation is then authorized to issue pursuant to its constating documents, provided that any such pro rata reduction will not affect the Exercise Price or any other term of this Agreement relating to the Rights. 3.2 Fiduciary Duties of the Board of Directors of the Corporation For clarification it is understood that nothing contained in this Article 3 shall be considered to affect the obligations of the Board of Directors to exercise its fiduciary duties. Without limiting the generality of the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Voting Shares reject or accept any Take-over Bid or take any other action (including, without limitation, the commencement, prosecution, defence or settlement of any litigation and the submission of additional or alternative Take-over Bids or other proposals to the shareholders of the Corporation with respect to any Take-over Bid or otherwise) that the Board of Directors believes is necessary or appropriate in the exercise of its fiduciary duties.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) 3.1.1 Subject to subsections 3.1(b)subsection 3.1.2 below, 5.1(d)and section 5.1 hereof, 5.1(e) and 5.1(f), if in the event that prior to the Expiration Time a Flip-in Event occurs, the Corporation shall will take such action as shall may be necessary to ensure and provideprovide that, within ten eight Business Days of such occurrence occurrence, or such longer period as may be required to satisfy the all applicable requirements of the applicable Securities Act and the securities acts or comparable legislation of each any other province and territory of the provinces and territories of Canada Canada, and the states of the United States so rules and regulations thereunder, and any other applicable law, rule or regulation that, except as provided below, each Right shall will thereafter constitute the right to purchase from the Corporation, Corporation upon payment of the Exercise Price and otherwise exercising such Right exercise thereof in accordance with the terms hereof, hereof that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or the 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 section 2.3 hereof in the event that after the Stock Acquisition Date such date of occurrence an event of a type analogous to any of the events described in Section section 2.3 has occurredhereof will have occurred with respect to such Common Shares). (b) 3.1.2 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 and the Stock Acquisition Date Date, or which may thereafter be Beneficially Owned by: (ia) an Acquiring Person (Person, or any Affiliate or Associate of an Acquiring Person Person, or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an such Acquiring Person), or any Affiliate or Associate of such Person so acting jointly or in concert; or (iib) a transferee or other successor in title of Rights, direct directly or indirectindirectly, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person Person) or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring PersonPerson (or of any Affiliate or Associate of such Person so acting jointly or in concert) who becomes a transferee or successor in a transfer that title concurrently with or subsequent to 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 Associate or Affiliate of an Acquiring Person)becoming such, that has the purpose or effect of avoiding paragraph 3.1(b)(i); shall will become null and void without any further action, and any holder of such Rights (including any transferee of, transferees or other successor to, such Rights whether directly or indirectlysuccessors in title) shall will not have any right rights whatsoever to exercise such Rights under any provision of this Agreement and shall will not have thereafter any right 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 certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection 3.1(b) 3.1.2 shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) 3.1.2 and such Rights shall become null and void. (c) 3.1.3 Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either paragraph 3.1(b)(isubsection 3.1.2(a) or (ii) or transferred to any Nominee of any such Person3.1.2(b), and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall will contain substantially or will be deemed to contain the following legend: "All capitalized terms used herein and not otherwise defined have the meaning given to such terms in the Shareholder Rights Plan Agreement, dated December 4, 2008, as amended and restated from time to time (the “Rights Agreement”). The Rights represented by this Rights Certificate were Beneficially Owned by issued to (A) a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person or a Person who was acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of such Acquiring Person, or any Affiliate or Associate of such Person so acting jointly or in concert or (as such terms are defined B) a transferee or other successor in the Rights Agreementtitle of Rights, directly or indirectly, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person) or a of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of theman Acquiring Person (or of any Affiliate or Associate of such Person so acting jointly or in concert) who becomes a transferee or successor in title concurrently with or subsequent to the Acquiring Person becoming such. This Rights Certificate and the Rights represented hereby are void or will become void in the circumstances specified in subsection 3.1(b) 3.1.2 of the Rights Agreement." and may also contain. provided, where and when requiredhowever, a French language version of such legend; provided that the Rights Agent shall will not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall will be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in either paragraph 3.1(b)(i) or (ii). (d) From and after such legend. The issuance of a Rights Certificate without the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power legend referred to ensure compliance with in this subsection 3.1.3 will have no effect on the provisions of this Section section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Canada Business Corporations Act, the Securities Act (British Columbia), the Securities Act (Ontario), the 1933 Securities Act, the 1934 Exchange Act and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement. (e) If, upon the occurrence of a Flip-In Event, the aggregate number of Common Shares issuable upon the exercise of all Rights then outstanding would exceed the aggregate number of Common Shares that the Corporation is then authorized to issue pursuant to its constating documents, the number of Common Shares acquirable pursuant to each Right shall, notwithstanding subsection 3.1(a), be reduced pro rata to the extent necessary such that the aggregate number of Common Shares issuable upon the exercise of all outstanding Rights does not then exceed the aggregate number of Common Shares that the Corporation is then authorized to issue pursuant to its constating documents, provided that any such pro rata reduction will not affect the Exercise Price or any other term of this Agreement relating to the Rights. 3.2 Fiduciary Duties of the Board of Directors of the Corporation For clarification it is understood that nothing contained in this Article 3 shall be considered to affect the obligations of the Board of Directors to exercise its fiduciary duties. Without limiting the generality of the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Voting Shares reject or accept any Take-over Bid or take any other action (including, without limitation, the commencement, prosecution, defence or settlement of any litigation and the submission of additional or alternative Take-over Bids or other proposals to the shareholders of the Corporation with respect to any Take-over Bid or otherwise) that the Board of Directors believes is necessary or appropriate in the exercise of its fiduciary duties.