Common use of Capitalization and Listing Clause in Contracts

Capitalization and Listing. (i) The authorized share capital of the Company consists of an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, of which 1,035,554 series A preferred shares have been authorized. As of the date of this Agreement, there are: (A) 49,683,779 Company Shares validly issued and outstanding; (B) no preferred shares issued or outstanding; (C) outstanding Company Options providing for the issuance of 60,000 Company Shares upon the exercise thereof; and (D) outstanding Company RSUs providing for the issuance of 694,799 Company Shares upon the exercise thereof. The terms of the Company Options (including exercise price) and Company RSUs are disclosed in the Company Data Room. Except for the Company Options and Company RSUs referred to in this Section 3.1(g)(i) and the Shareholder Rights Plan, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, contracts, instruments, commitments or obligations of the Company or any of its Subsidiaries to issue or sell any shares of the Company or of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of the Company or any of its Subsidiaries, and other than the Company Employee Share Plans, there are no equity or security based compensation arrangements maintained by the Company. No Person is entitled to any pre-emptive or other similar right granted by the Company or any of its Subsidiaries. The Company Shares are listed on the NYSE and the POMSoX, and are not listed on any other market.

Capitalization and Listing. (ia) The authorized share capital of the Company consists of an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, of which 1,035,554 series A preferred shares have been authorized75,000,000 Company Shares. As of at the date of this Agreement, Agreement there are: (Ai) 49,683,779 54,590,740 Company Shares validly issued and outstandingoutstanding as fully paid and non-assessable shares of the Company; (B) no preferred shares issued or outstanding; (Cii) outstanding Company Options options providing for the issuance of 60,000 Company 6,700,000 Common Shares upon the exercise thereof; and (Diii) outstanding Company RSUs warrants providing for the issuance of 694,799 Company 2,361,111 Common Shares upon the exercise thereof. The terms of the Company Options (including exercise price) and Company RSUs are disclosed in the Company Data Room. Except for the Company Options options and Company RSUs warrants referred to in this Section 3.1(g)(i4.7(a), (x) and the Shareholder Rights Plan, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, contractscommitments, instruments, commitments or obligations of the Company or any of its Subsidiaries to issue or sell any shares of the Company or of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable or exercisable for or otherwise carrying the right or obligation to acquire any shares of the Company or any of its SubsidiariesCompany, and other than the Company Employee Share Plans, there are no outstanding stock appreciation rights, phantom equity or security similar rights, agreements, arrangements or commitments of the Company based compensation arrangements maintained by upon the book value, income or any other attribute of the Company. No , and (y) no Person is entitled to any pre-emptive or other similar right granted by the Company or any of its Subsidiaries. The Company Shares are listed on the NYSE and the POMSoXOver-the-Counter Bulletin Board, and are not listed or quoted on any market other marketthan the Over-the-Counter Bulletin Board.

Capitalization and Listing. (i) The authorized share capital of the Company consists of an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, of which 1,035,554 series A preferred shares have been authorizedCompany Shares. As of at the date of this Agreement, Agreement there are: (A) 49,683,779 350,278,327 Company Shares validly issued and outstandingoutstanding as fully-paid and non-assessable shares of the Company; (B) no preferred shares issued or outstanding; (C) outstanding Company Options providing for the issuance of 60,000 10,090,394 Company Shares upon the exercise thereof; and (DC) outstanding Company RSUs Warrants providing for the issuance of 694,799 2,681,845 Company Shares upon the exercise thereof. As of the date hereof, there are no Company RSUs or Company PSUs issued and outstanding. The terms of the Company Options (including exercise price) and Company RSUs are disclosed in Schedule 3.1(h) to the Company Data RoomDisclosure Letter. Except for the Company Options and Company RSUs Warrants referred to in this Section 3.1(g)(i3.1(h)(i), (x) and except as disclosed in Schedule 3.1(h) of the Shareholder Rights Plan, Company Disclosure Letter there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, contractscommitments, instruments, commitments or obligations of the Company or any of its Subsidiaries to issue or sell any shares of the Company or of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of the Company or any of its Subsidiaries, and other than the 57,468 Company Employee Share PlansDSUs, there are no outstanding stock appreciation rights, phantom equity or security similar rights, agreements, arrangements or commitments of the Company or any of its Subsidiaries based compensation arrangements maintained by upon the book value, income or any other attribute of the Company or any of its Subsidiaries, and (y) except as set forth in the articles of the Company. No , no Person is entitled to any pre-emptive or other similar right granted by the Company or any of its Subsidiaries. The Company Shares are listed on the NYSE TSX and the POMSoX, AIM and are not listed on any market other marketthan the TSX and the AIM.

Capitalization and Listing. (ia) The authorized share capital of the Company consists of an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, of which 1,035,554 series A preferred shares have been authorized75,000,000 Common Shares. As of at the date of this Agreement, Agreement there are: (Ai) 49,683,779 Company 60,590,740 Common Shares validly issued and outstandingoutstanding as fully paid and non-assessable shares of the Company; (B) no preferred shares issued or outstanding; (Cii) outstanding Company Options options providing for the issuance of 60,000 Company 8,775,000 Common Shares upon the exercise thereof; and (Diii) outstanding Company RSUs warrants providing for the issuance of 694,799 Company 2,361,111 Common Shares upon the exercise thereof. The terms of the Company Options (including exercise price) and Company RSUs are disclosed in the Company Data Room. Except for the Company Options options and Company RSUs warrants referred to in this Section 3.1(g)(i4.7(a), (x) and the Shareholder Rights Plan, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, contractscommitments, instruments, commitments or obligations of the Company or any of its Subsidiaries to issue or sell any shares of the Company or of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable or exercisable for or otherwise carrying the right or obligation to acquire any shares of the Company or any of its SubsidiariesCompany, and other than the Company Employee Share Plans, there are no outstanding stock appreciation rights, phantom equity or security similar rights, agreements, arrangements or commitments of the Company based compensation arrangements maintained by upon the book value, income or any other attribute of the Company. No , and (y) no Person is entitled to any pre-emptive or other similar right granted by the Company or any of its Subsidiaries. The Company Common Shares are listed on the NYSE and the POMSoXOver-the-Counter Bulletin Board, and are not listed or quoted on any market other market.than the Over-the-Counter Bulletin Board. 12