Common use of Capitalization and Listing Clause in Contracts

Capitalization and Listing. (a) The authorized share capital of the Company consists of an unlimited number of Common Shares, 500,000 class A preferred shares, an unlimited number of class B preferred shares and an unlimited number of class C preferred shares. As of January 13, 2006: (i) there were 77,582,111 Common Shares validly issued and outstanding as fully paid and non-assessable shares in the capital of the Company; and (ii) there were outstanding Options providing for the issuance of 2,182,200 Common Shares upon the exercise thereof. Except for the Options referred to in the immediately preceding sentence and the Rights issuable pursuant to the Shareholder Rights Plan, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, 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. No Shareholder is entitled to any pre-emptive or other similar right granted by the Company or any of its Subsidiaries. The Common Shares are not listed or quoted on any market other than the TSX. (b) All Common Shares that may be issued pursuant to the exercise of outstanding Options will, when issued in accordance with the terms of the Options, be duly authorized, validly issued, fully paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights. There are no outstanding contractual obligations of the Company or any of its Material Subsidiaries to repurchase, redeem or otherwise acquire any Common Shares or any shares in the share capital of any of its Subsidiaries. No Subsidiary of the Company owns any Common Shares.

Capitalization and Listing. (ai) The authorized share capital of the Company Vail consists of an unlimited number 100,000,000 Vail Shares and 25,000,000 shares of Common Shares, 500,000 class A preferred shares, an unlimited number of class B preferred shares and an unlimited number of class C preferred sharesstock. As of January 13, 2006the date of this Agreement there are: (iA) there were 77,582,111 Common 41,614,641 Vail Shares validly issued and outstanding as fully fully-paid and non-assessable shares in the capital of the CompanyVail, of which 5,434,977 are treasury shares; and (iiB) there were no shares of preferred stock issued or outstanding; (C) 260,316 outstanding Options Vail RSUs providing for the issuance of 2,182,200 Common 260,316 Vail Shares upon the exercise thereof; and (D) 2,380,824 outstanding Vail SARs. All Vail Shares have been, and all Vail Shares issuable upon the vesting or exercise of the Vail RSUs and Vail SARs, as the case may be, in accordance with their terms have been duly authorized and, upon issuance, will be, validly issued as fully paid and non-assessable. Except for the Options Vail RSUs and Vail SARs referred to in this Section (f)(i), as of the immediately preceding sentence and the Rights issuable pursuant to the Shareholder Rights Plandate of this Agreement, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, commitments or obligations of the Company Vail or any of its Subsidiaries to issue or sell any shares in the capital of the Company Vail 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 Vail or any of its Subsidiaries, and other than the Vail Employee Share Plans, there are no equity or security based compensation arrangements maintained by Vail. No Shareholder is entitled to As of the date of this Agreement, except as set forth in this Section (f)(i), no Person has any right, whether pre-emptive or other similar right granted by the Company or contractual, to any of its Subsidiaries. The Common Shares are not listed or quoted on any market other than the TSXunissued Vail Shares. (bii) All Common outstanding securities of Vail have been issued in material compliance with all applicable Laws. (iii) There are no bonds, debentures or other evidences of indebtedness of Vail or its Subsidiaries outstanding having the right to vote (or that are convertible or exercisable for securities having the right to vote) with Vail Shareholders on any matter. (iv) The Vail Shares that may to be issued pursuant to at the exercise of outstanding Options will, when issued in accordance with the terms of the Options, Effective Time will be duly authorized, and validly issued, issued by Vail and fully paid and non-assessable and are not and nonassessable. Prior to the Effective Time, Vail will not reserve for issuance the Vail Shares to be subject to or issued in violation of, any pre-emptive rights. There are no outstanding contractual obligations upon conversion of the Company or any of its Material Subsidiaries to repurchase, redeem or otherwise acquire any Common Shares or any shares in the share capital of any of its Subsidiaries. No Subsidiary of the Company owns any Common Exchangeable Shares.

Capitalization and Listing. (a) The authorized share capital of the Company consists of an unlimited number of 75,000,000 Common Shares, 500,000 class A preferred shares, an unlimited number of class B preferred shares and an unlimited number of class C preferred shares. As at the date of January 13, 2006this Agreement there are: (i) there were 77,582,111 60,590,740 Common Shares validly issued and outstanding as fully paid and non-assessable shares in the capital of the Company; and (ii) there were outstanding Options options providing for the issuance of 2,182,200 8,775,000 Common Shares upon the exercise thereof; and (iii) outstanding warrants providing for the issuance of 2,361,111 Common Shares upon the exercise thereof. Except for the Options options and warrants referred to in the immediately preceding sentence and the Rights issuable pursuant to the Shareholder Rights Planthis Section 4.7(a), (x) there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, 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, and there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of the Company based upon the book value, income or any other attribute of its Subsidiaries. No Shareholder the Company, and (y) no Person is entitled to any pre-emptive or other similar right granted by the Company or any of its Subsidiaries. The Common Shares are listed on the Over-the-Counter Bulletin Board, and are not listed or quoted on any market other than the TSXOver-the-Counter Bulletin Board. (b) All Common The Company has reserved for issuance the maximum number of Note Shares that may be issued and Warrant Shares issuable pursuant to the exercise Note and the Warrants, respectively, and shall at all times ensure that a sufficient number of outstanding Options Common Shares are, and shall continue to be, authorized and reserved for issuance to enable the Company to satisfy its obligations pursuant to the Note and the Warrants. The Note Shares and Warrant Shares will, when issued in accordance with the terms of the OptionsNote and the Warrants, respectively, be duly authorized, validly issued, fully paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights. . (c) There are no outstanding contractual obligations of the Company or any of its Material Subsidiaries to repurchase, redeem or otherwise acquire any Common Shares Shares. (d) No order ceasing or any shares suspending trading in the share capital of any of its Subsidiaries. No Subsidiary securities of the Company owns any Common Sharesnor prohibiting the sale of such securities has been issued and is outstanding against the Company or its directors, officers or promoters.

Capitalization and Listing. (a) The authorized share capital of the Company consists of an unlimited number of Common SV Shares, 500,000 class A preferred shares, an unlimited number of class B MV Shares, an unlimited number of first preferred shares shares, issuable in series, an unlimited number of second preferred shares, issuable in series, and an unlimited number of class C third preferred shares, issuable in series. As at November 10, 2006 8,950,116 SV Shares and 4,942,569 MV Shares, and no other shares in the capital of January 13the Company, 2006: (i) there were 77,582,111 Common are issued and outstanding. All such outstanding Shares have been duly authorized and validly issued and outstanding as fully paid and non-assessable shares in the capital of the Company; and (ii) . As of the date hereof, there were are outstanding Options providing for the issuance of 2,182,200 Common an aggregate of 818,350 SV Shares upon the exercise thereof. Except for the Options referred to in the immediately preceding sentence and the Rights issuable pursuant to the Shareholder Rights Plansentence, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, 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. No Shareholder Person is entitled to any pre-emptive or other similar right granted by the Company or any of its SubsidiariesSubsidiaries nor have any outstanding Shares been issued in violation of any such rights. The Common SV Shares are not listed or quoted on any market other than the TSX. The MV Shares are not listed or quoted on any market. (b) All Common A list of all outstanding Options and the number, exercise prices, dates of grants has been included in the Company Disclosure Letter. Except as disclosed in the Company Disclosure Letter, all Shares that may be issued pursuant to the exercise of outstanding Options will, when issued in accordance with the terms of the Options, be duly authorized, validly issued, fully paid and non-assessable and are not and will not be subject to to, or issued in violation of, any pre-emptive rights. There are no outstanding contractual obligations of the Company or any of its Material Subsidiaries to repurchase, redeem or otherwise acquire any Common Shares or any shares in the share capital of any of its Subsidiaries. No Subsidiary of the Company owns any Common Shares.