Common use of Capital Stock of the Purchaser Clause in Contracts

Capital Stock of the Purchaser. 5.03.1 The authorized capital stock of the Purchaser consists of 100,000,000 common shares of no par value of which one common share is issued and outstanding on the date hereof to and 50,000,000 Exchangeable Non-Voting Shares with no par value of which no shares are issued and outstanding. Each Exchangeable Non-Voting Share shall: (a) be non-voting as to matters concerning the Purchaser (such that all voting shares of the Purchaser will be and remain held by the Parent); however, as stated above in paragraph 2.03, the holder of Exchangeable Non-Voting Shares will be entitled to voting rights in the Parent as is equivalent to the number of Exchangeable Non-Voting Shares held by each Shareholder as if each Shareholder held an equivalent number of Parent Common Shares; (b) entitle the holder thereof (the "Holder") to dividend rights equal, after conversion into Canadian dollars based on the Canadian/U.S. exchange rate in effect on the record date thereof, to the per share dividend rights of Parent Common Shares; (c) entitle the Holder, on a liquidation of the Purchaser, to receive in exchange for each Exchangeable Non-Voting Share one Parent Common Shares for a period ending on the twenty-fifth anniversary of the Closing Date; and (d) entitle the Holder, at his or her election from time to time for a period ending on the twenty-fifth anniversary of the Closing Date, upon 30 days' written notice given by such Holder to the Purchaser, to require the Purchaser to redeem any or all Exchangeable Non-Voting Shares and to exchange therefor, on a share for share basis, Parent Common Shares (the "Right of Retraction"), 5.03.2 The Parent and the Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable to any Holder of Exchangeable Non-Voting Shares, including any dividend payments in respect of the Exchangeable Non-Voting Shares, such amount as the Parent or the Purchaser is required or permitted to deduct and withhold with respect to such payment under the United States Internal Revenue Code, the Income Tax Act (Canada) or any provision of state, provincial, local or foreign tax law. The Parent and the Purchaser shall not initially withhold any United States Tax on dividends paid on the Exchangeable Non-Voting Shares. However, if any United States taxing authority determines that the Parent or the Purchaser is liable for United States withholding Tax on dividends paid to the Holders on the Exchangeable Non-Voting Shares, the Purchaser shall be entitled to reduce the amount of any future dividends to be paid to the Holders by such withholding obligation. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Holder of Exchangeable Non-Voting Shares in respect of which such deduction and withholding was made; provided, however, that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a Holder exceeds the cash portion of the consideration otherwise payable to the Holders, the Parent upon at least ten (10) days' prior written notice to such Holder, is hereby authorized to sell or otherwise dispose of at fair market value such portion of such non-cash consideration otherwise payable to the Holder as is necessary to provide sufficient funds to the Parent in order to enable it to comply with such deduction or withholding requirement and the Parent shall give an accounting to the Holder with respect thereof and any balance of such proceeds of sale. 5.03.3 There are not outstanding (i) any options, warrants, rights of first refusal or other rights to purchase any shares of the Purchaser, (ii) any securities convertible into or exchangeable for such shares or (iii) any other commitments of any kind for the issuance of additional shares of the Purchaser or options, warrants or other securities of the Purchaser.

Capital Stock of the Purchaser. 5.03.1 The authorized capital stock of the Purchaser consists of 100,000,000 10,000 common shares of no par value of which one common share is issued and outstanding on the date hereof to and 50,000,000 in the name of the Parent and 20,000,000 Exchangeable Non-Voting Shares with no par value of which no shares are issued and outstanding. Each Exchangeable Non-Voting Share shall: (a) be non-voting as to matters concerning the Purchaser (such that all voting shares of the Purchaser will be and remain held by the Parent); however, as stated above in paragraph 2.03, the holder of Exchangeable Non-Voting Shares will be entitled to voting rights in the Parent as is equivalent to the number of Exchangeable Non-Voting Shares held by each Shareholder as if each Shareholder held an equivalent number of Parent Common Shares; (b) entitle the holder thereof (the "Holder") to dividend rights equal, after conversion into Canadian dollars based on the Canadian/U.S. exchange rate in effect on the record date thereof, to the per share dividend rights of Parent Common Shares; (c) entitle the Holder, on a liquidation of the Purchaser, to receive in exchange for each Exchangeable Non-Voting Share one Parent Common Shares for a period ending on the twenty-fifth anniversary of the Closing Date; and (d) entitle the Holder, at his or her election from time to time for a period ending on the twenty-fifth anniversary of the Closing Date, upon 30 days' written notice given by such Holder to the Purchaser, to require the Purchaser to redeem any or all Exchangeable Non-Voting Shares and to exchange therefor, on a share for share basis, Parent Common Shares (the "Right of Retraction"), 5.03.2 The Parent and the Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable to any Holder of Exchangeable Non-Voting Shares, including any dividend payments in respect of the Exchangeable Non-Voting Shares, such amount as the Parent or the Purchaser is required or permitted to deduct and withhold with respect to such payment under the United States Internal Revenue Code, the Income Tax Act (Canada) or any provision of state, provincial, local or foreign tax law. The Parent and the Purchaser shall not initially withhold any United States Tax on dividends paid on the Exchangeable Non-Voting Shares. However, if any United States taxing authority determines that the Parent or the Purchaser is liable for United States withholding Tax on dividends paid to the Holders on the Exchangeable Non-Voting Shares, the Purchaser shall be entitled to reduce the amount of any future dividends to be paid to the Holders by such withholding obligation. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Holder of Exchangeable Non-Voting Shares in respect of which such deduction and withholding was made; provided, however, that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a Holder exceeds the cash portion of the consideration otherwise payable to the Holders, the Parent upon at least ten (10) days' prior written notice to such Holder, is hereby authorized to sell or otherwise dispose of at fair market value such portion of such non-cash consideration otherwise payable to the Holder as is necessary to provide sufficient funds to the Parent in order to enable it to comply with such deduction or withholding requirement and the Parent shall give an accounting to the Holder with respect thereof and any balance of such proceeds of sale. 5.03.3 There are not outstanding (i) any options, warrants, rights of first refusal or other rights to purchase any shares of the Purchaser, (ii) any securities convertible into or exchangeable for such shares or (iii) any other commitments of any kind for the issuance of additional shares of the Purchaser or options, warrants or other securities of the Purchaser.

Capital Stock of the Purchaser. 5.03.1 The authorized capital stock of the Purchaser consists of 100,000,000 common shares of no par value of which one common share is issued and outstanding on the date hereof to and 50,000,000 includes Exchangeable Non-Voting Shares with no par value of which no shares are issued and outstanding. Each Exchangeable Non-Voting Share shall: (a) be non-voting as to matters concerning the Purchaser (such that all voting shares of the Purchaser will be and remain held by the Parent); however, as stated above in paragraph 2.03, the holder of Exchangeable Non-Voting Shares will be entitled to voting rights in the Parent as is equivalent to the number of Exchangeable Non-Voting Shares held by each Shareholder as if each Shareholder held an equivalent number of Parent Common Shares; (b) entitle the holder thereof (the "“Holder"”) to dividend rights equal, after conversion into Canadian dollars based on the Canadian/U.S. exchange rate in effect on the record date thereof, to the per share dividend rights of Parent Common Shares; (c) entitle the Holder, on a liquidation of the Purchaser, to receive in exchange for each Exchangeable Non-Voting Share one Parent Common Shares for a period ending on the twenty-fifth anniversary of the Closing Date; and (d) entitle the Holder, at his or her election from time to time for a period ending on the twenty-fifth anniversary of the Closing Date, upon 30 days' ’ written notice given by such Holder to the Purchaser, to require the Purchaser to redeem any or all Exchangeable Non-Voting Shares and to exchange therefor, on a share for share basis, Parent Common Shares (the "“Right of Retraction"”), 5.03.2 The Parent and the Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable to any Holder of Exchangeable Non-Voting Shares, including any dividend payments in respect of the Exchangeable Non-Voting Shares, such amount as the Parent or the Purchaser is required or permitted to deduct and withhold with respect to such payment under the United States Internal Revenue Code, the Income Tax Act (Canada) or any provision of state, provincial, local or foreign tax law. The Parent and the Purchaser shall not initially withhold any United States Tax on dividends paid on the Exchangeable Non-Voting Shares. However, if any United States taxing authority determines that the Parent or the Purchaser is liable for United States withholding Tax on dividends paid to the Holders on the Exchangeable Non-Voting Shares, the Purchaser shall be entitled to reduce the amount of any future dividends to be paid to the Holders by such withholding obligation. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Holder of Exchangeable Non-Voting Shares in respect of which such deduction and withholding was made; provided, however, that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a Holder exceeds the cash portion of the consideration otherwise payable to the Holders, the Parent upon at least ten (10) days' ’ prior written notice to such Holder, is hereby authorized to sell or otherwise dispose of at fair market value such portion of such non-cash consideration otherwise payable to the Holder as is necessary to provide sufficient funds to the Parent in order to enable it to comply with such deduction or withholding requirement and the Parent shall give an accounting to the Holder with respect thereof and any balance of such proceeds of sale. 5.03.3 There are not outstanding (i) any options, warrants, rights of first refusal or other rights to purchase any shares of the Purchaser, (ii) any securities convertible into or exchangeable for such shares or (iii) any other commitments of any kind for the issuance of additional shares of the Purchaser or options, warrants or other securities of the Purchaser.

Capital Stock of the Purchaser. 5.03.1 The authorized capital stock of the Purchaser consists of 100,000,000 common shares of no par value of which one common share is issued and outstanding on the date hereof to and 50,000,000 in the name of the Parent and 20,000,000 Exchangeable Non-Voting Shares with no par value of which no shares are issued and outstanding. Each Exchangeable Non-Voting Share shall: (a) be non-voting as to matters concerning the Purchaser (such that all voting shares of the Purchaser will be and remain held by the Parent); however, as stated above in paragraph 2.03, the holder of Exchangeable Non-Voting Shares will be entitled to voting rights in the Parent as is equivalent to the number of Exchangeable Non-Voting Shares held by each Shareholder as if each Shareholder held an equivalent number of Parent Common Shares; (b) entitle the holder thereof (the "Holder") to dividend rights equal, after conversion into Canadian dollars based on the Canadian/U.S. exchange rate in effect on the record date thereof, to the per share dividend rights of Parent Common Shares; (c) entitle the Holder, on a liquidation of the Purchaser, to receive in exchange for each Exchangeable Non-Voting Share one Parent Common Shares for a period ending on the twenty-fifth anniversary of the Closing Date; and (d) entitle the Holder, at his or her election from time to time for a period ending on the twenty-fifth anniversary of the Closing Date, upon 30 days' written notice given by such Holder to the Purchaser, to require the Purchaser to redeem any or all Exchangeable Non-Voting Shares and to exchange therefor, on a share for share basis, Parent Common Shares (the "Right of Retraction"), 5.03.2 The Parent and the Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable to any Holder of Exchangeable Non-Voting Shares, including any dividend payments in respect of the Exchangeable Non-Voting Shares, such amount as the Parent or the Purchaser is required or permitted to deduct and withhold with respect to such payment under the United States Internal Revenue Code, the Income Tax Act (Canada) or any provision of state, provincial, local or foreign tax law. The Parent and the Purchaser shall not initially withhold any United States Tax on dividends paid on the Exchangeable Non-Voting Shares. However, if any United States taxing authority determines that the Parent or the Purchaser is liable for United States withholding Tax on dividends paid to the Holders on the Exchangeable Non-Voting Shares, the Purchaser shall be entitled to reduce the amount of any future dividends to be paid to the Holders by such withholding obligation. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Holder of Exchangeable Non-Voting Shares in respect of which such deduction and withholding was made; provided, however, that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a Holder exceeds the cash portion of the consideration otherwise payable to the Holders, the Parent upon at least ten (10) days' prior written notice to such Holder, is hereby authorized to sell or otherwise dispose of at fair market value such portion of such non-cash consideration otherwise payable to the Holder as is necessary to provide sufficient funds to the Parent in order to enable it to comply with such deduction or withholding requirement and the Parent shall give an accounting to the Holder with respect thereof and any balance of such proceeds of sale. 5.03.3 There are not outstanding (i) any options, warrants, rights of first refusal or other rights to purchase any shares of the Purchaser, (ii) any securities convertible into or exchangeable for such shares or (iii) any other commitments of any kind for the issuance of additional shares of the Purchaser or options, warrants or other securities of the Purchaser.

Capital Stock of the Purchaser. 5.03.1 The authorized capital stock of the Purchaser consists of 100,000,000 10,000 common shares of no par value of which one common share is issued and outstanding on the date hereof to and 50,000,000 in the name of the Parent and 20,000,000 Exchangeable Non-Voting Shares with no par value of which no shares are issued and outstanding. Each Exchangeable Non-Voting Share shall: (a) be non-voting as to matters concerning the Purchaser (such that all voting shares of the share Purchaser will be and remain held by the Parent); however, as stated above in paragraph 2.03, the holder of Exchangeable Non-Voting Shares will be entitled to voting rights in the Parent as is equivalent to the number of Exchangeable Non-Voting Shares held by each Shareholder as if each Shareholder held an equivalent number of Parent Common Shares; (b) entitle the holder thereof (the "Holder") to dividend rights equal, after conversion into Canadian dollars based on the Canadian/U.S. Canadian(U.S. exchange rate in effect on the record date thereof, to the per share dividend rights of Parent Common Shares; (c) entitle the Holder, on a liquidation of the Purchaser, to receive in exchange for each Exchangeable Non-Voting Share one Parent Common Shares for a period ending on the twenty-fifth anniversary Z S Lay j . of the Closing Date; and (d) entitle the Holder, at his or her election from time to time for a period ending on the twenty-fifth anniversary of the Closing Date, upon 30 days' written notice given by such Holder to the Purchaser, to require the Purchaser to redeem any or all Exchangeable Non-Voting Shares and to exchange therefor, on a share for share basis, Parent Common Shares (the "Right of Retraction"), 5.03.2 The Parent and the Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable to any Holder of Exchangeable Non-Voting Shares, including any dividend payments in respect of the Exchangeable Non-Voting Shares, such amount as the Parent or the Purchaser is required or permitted to deduct and withhold with respect to such payment under the United States Internal Revenue Code, the Income Tax Act (Canada) or any provision of state, provincial, local or foreign tax law. The Parent and the Purchaser shall not initially withhold any United States Tax on dividends paid on the Exchangeable Non-Voting Shares. However, if any United States taxing authority determines that the Parent or the Purchaser is liable for United States withholding Tax on dividends paid to the Holders on the Exchangeable Non-Voting Shares, the Purchaser shall be entitled to reduce the amount of any future dividends to be paid to the Holders by such withholding obligation. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Holder of Exchangeable Non-Voting Non- , Shares in respect of which such deduction and withholding was made; provided, however, that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a Holder exceeds the cash portion of the consideration otherwise payable to the Holders, the Parent upon at least ten (10) days' prior written notice to such Holder, is hereby authorized to sell or otherwise dispose of at fair market value such portion of such non-cash consideration otherwise payable to the Holder as is necessary to provide sufficient funds to the Parent in order to enable it to comply with such deduction or withholding requirement and the Parent shall give an accounting to the Holder with respect thereof and any balance of such proceeds of sale. 5.03.3 There are not outstanding (i) any options, warrants, rights of first refusal or other rights to purchase any shares of the Purchaser, (ii) any securities convertible into or exchangeable for such shares or (iii) any other commitments of any kind for the issuance of additional shares of the Purchaser or options, warrants or other securities of the Purchaser.