Common use of Change in Nature of Transaction Clause in Contracts

Change in Nature of Transaction. (a) Each Shareholder irrevocably covenants and agrees in favour of Symmetry and Acquisitionco that if Acquisitionco determines that it is necessary or desirable to proceed with another form of transaction (such as a take-over bid or amalgamation) as a consequence of termination of the Arrangement Agreement, whereby Symmetry or Acquisitionco or any of their Affiliates would acquire the Subject Shares and which would result in the Shareholders obtaining the same cash (or higher) consideration for their Subject Shares (an “Alternative Transaction”), each Shareholder shall (i) support the completion of such Alternative Transaction in the same manner as the Arrangement, including using commercially reasonable efforts to assist Symmetry and Acquisitionco to successfully complete such Alternative Transaction, and (ii) shall not take any actions to impede, delay or compromise the successful completion of such Alternative Transaction. (b) If an Alternative Transaction involves a meeting or meetings of securityholders of the Company, each Shareholder irrevocably covenants and agrees in favour of Symmetry and Acquisitionco to vote or cause to be voted and cause all acts and things to be done to vote all of the Subject Shares in favour of any matters necessary or ancillary to the completion of the transactions contemplated by such Alternative Transaction, including submitting proxies to vote the Subject Shares at such meeting(s) or adjournment(s) or postponement(s) thereof as Acquisitionco may request. (c) If an Alternative Transaction involves an offer for the Company Shares, each Shareholder irrevocably covenants and agrees in favour of Symmetry and Acquisitionco to accept such offer and validly deposit or cause to be deposited and cause all acts and things to be done to deposit under such offer all of the Subject Shares, together with a duly completed and executed letter of transmittal (or other appropriate voting instrument) in respect of the Subject Shares. (d) In the event of any proposed Alternative Transaction, any reference in this Agreement to the Arrangement or the Transaction shall be deemed to refer to the Alternative Transaction to the extent applicable, all terms, covenants, representations and warranties of this Agreement shall be and shall be deemed to have been made in the context of the Alternative Transaction, and all references to the Effective Time herein shall refer to the date of closing of the transaction(s) contemplated by the Alternative Transaction. (e) Each Shareholder hereby acknowledges and agrees that in the event of an Alternative Transaction: (i) the Special Dividend may not be payable, (ii) some or all of the Ancillary Transactions may not occur, and (iii) the Commitment Letter and Equity Commitment may be modified and amended in connection with such Alternative Transactions.

Change in Nature of Transaction. (a) Each Shareholder irrevocably covenants In the event that Parent and agrees in favour of Symmetry and Acquisitionco that if Acquisitionco determines its counsel determine that it is necessary or desirable to proceed with another form of an alternative transaction (such as a take-over bid or amalgamation) as a consequence of termination of the Arrangement Agreement, whereby Symmetry or Acquisitionco or any of their Affiliates would acquire the Subject Shares and which would result in the Shareholders obtaining the same cash (or higher) consideration for their Subject Shares structure (an “Alternative Transaction”)) that (a) does not have negative financial consequences to the Company and its Subsidiaries in any material respect, each would provide Shareholders, Optionholders and Warrantholders with cash consideration not less than the cash consideration per security receivable under Section 1.13 of the Arrangement Agreement and would provide for the acquisition of all of the outstanding Company Shares, Options and Warrants; (b) would reasonably be expected to be completed prior to the Outside Date; and (c) is otherwise on terms and conditions no more onerous in any material respect than the Arrangement and the Arrangement Agreement, the Shareholder shall (i) support the completion of such Alternative Transaction in the same manner as the Arrangement, including using commercially reasonable efforts to assist Symmetry and Acquisitionco to successfully complete such Alternative Transaction, including in the case of a take-over bid, tendering the Securities to the offer made by Parent or any of its affiliates (and (ii) shall not take any actions withdrawing the Securities prior to impede, delay or compromise the successful completion expiry of such Alternative Transactionthe bid). (b) If an any Alternative Transaction involves a meeting or meetings of securityholders of Target’s shareholders, the Company, each Shareholder irrevocably covenants and agrees in favour of Symmetry and Acquisitionco to vote or cause to be voted and cause all acts and things to be done to shall vote all of the Subject Shares Securities in favour of any matters necessary or ancillary to the completion of the transactions contemplated by such Alternative Transaction, including submitting proxies to vote the Subject Shares at such meeting(s) or adjournment(s) or postponement(s) thereof as Acquisitionco may request. (c) If The Shareholder hereby appoints Parent as attorney in fact (which appointment is unconditional, irrevocable and is coupled with an interest), to execute a proxy appointing such person designated by Parent to attend and act on behalf of the Shareholder at any meeting or meetings held in connection with such Alternative Transaction involves an offer for the Company Shares, each Shareholder irrevocably covenants and agrees in favour of Symmetry and Acquisitionco to accept such offer and validly deposit or cause to be deposited and cause all acts and things to be done to deposit under such offer all act on behalf of the Subject Shares, together with a duly completed and executed letter Shareholder on every action or approval by written consent of transmittal (or other appropriate voting instrument) Target’s shareholders in respect of such Alternative Transaction, and if pursuant to this power of attorney Parent has executed and not revoked a proxy in respect of a meeting, which proxy has been accepted by Target, then in such circumstances the Subject SharesShareholder shall not be responsible for voting under Section 5(b). Parent shall advise the Shareholder upon executing any proxies in respect of such Shareholder. (d) In the event of any proposed Alternative Transaction, any reference the references in this Agreement to the Arrangement or the Transaction shall be deemed to refer be changed to the “Alternative Transaction to the extent applicable, Transaction” and all terms, covenants, representations and warranties of this Agreement shall be and shall be deemed to have been made in the context of the Alternative Transaction, and all references to the Effective Time herein shall refer to the date of closing of the transaction(s) contemplated by the Alternative Transaction. (e) Each Shareholder hereby acknowledges and agrees that in the event of an Alternative Transaction: (i) the Special Dividend may not be payable, (ii) some or all of the Ancillary Transactions may not occur, and (iii) the Commitment Letter and Equity Commitment may be modified and amended in connection with such Alternative Transactions.

Change in Nature of Transaction. (a) Each Shareholder irrevocably covenants 6.1 If the Parent and agrees in favour its counsel and the board of Symmetry directors of the Company and Acquisitionco that if Acquisitionco determines its counsel, agree that it is necessary or desirable to proceed with another form of transaction (such as a take-over bid or amalgamation) as a consequence of termination of the Arrangement Agreement, an Alternative Transaction whereby Symmetry or Acquisitionco or any of their Affiliates would acquire the Subject Shares and which would result in the Shareholders obtaining the same cash (or higher) consideration for their Subject Shares (an “Alternative Transaction”), each Shareholder shall (i) support the following completion of such Alternative Transaction in the same manner as Bidder would own or control at least two-thirds of the ArrangementCommon Shares on a fully-diluted basis or substantially all of the assets of the Company and its Subsidiaries, including using commercially reasonable efforts to assist Symmetry and Acquisitionco to successfully complete such Alternative Transaction, and (ii) the Shareholder shall not take any actions to impede, delay or compromise support the successful completion of such Alternative Transaction. (b) 6.2 If an any Alternative Transaction involves a meeting or meetings of securityholders holders of securities of the Company, each the Shareholder irrevocably covenants and agrees in favour of Symmetry and Acquisitionco to shall vote or cause to be voted and cause all acts and things to be done to vote all of the Subject Shares in favour of any matters necessary or ancillary to the completion of the transactions contemplated Alternative Transaction. 6.3 The Shareholder hereby appoints Parent as attorney in fact (which appointment is unconditional, irrevocable and is coupled with an interest), subject to Section 5, to execute a proxy appointing such person designated by Parent to attend and act on behalf of the Shareholder at any meeting or meetings held in connection with such Alternative Transaction and to act on behalf of the Shareholder on every action or approval by written consent of the Company’s shareholders in respect of such Alternative Transaction, including submitting and if pursuant to this power of attorney Parent has executed and not revoked a proxy in respect of a meeting, which proxy has been accepted by the Company, then in such circumstances the Shareholder shall not be responsible for voting under subsection 6.2. Parent shall advise the Shareholder upon executing any proxies to vote the Subject Shares at such meeting(s) or adjournment(s) or postponement(s) thereof as Acquisitionco may request. (c) If an Alternative Transaction involves an offer for the Company Shares, each Shareholder irrevocably covenants and agrees in favour of Symmetry and Acquisitionco to accept such offer and validly deposit or cause to be deposited and cause all acts and things to be done to deposit under such offer all of the Subject Shares, together with a duly completed and executed letter of transmittal (or other appropriate voting instrument) in respect of the Subject SharesShareholder. (d) 6.4 In the event of any proposed Alternative Transaction, any reference the references in this Agreement to the Arrangement or the Transaction Offer shall be deemed to refer be changed to the “Alternative Transaction to the extent applicable, Transaction” and all terms, covenants, representations and warranties of this Agreement shall be and shall be deemed to have been made in the context of the Alternative Transaction, and all references to . 6.5 The Shareholder shall not exercise any rights of dissent provided under the Effective Time herein shall refer to the date of closing of the transaction(s) contemplated by the OBCA or otherwise in connection with any Alternative Transaction. (e) Each Shareholder hereby acknowledges and agrees that in the event of an Alternative Transaction: (i) the Special Dividend may not be payable, (ii) some or all of the Ancillary Transactions may not occur, and (iii) the Commitment Letter and Equity Commitment may be modified and amended in connection with such Alternative Transactions.

Change in Nature of Transaction. (a) Each Shareholder irrevocably covenants If the Offeror and agrees in favour its counsel, and the Board of Symmetry Directors and Acquisitionco that if Acquisitionco determines its counsel, agree that it is necessary or desirable to proceed with another form of transaction (an "Alternative Transaction") whereby following completion of such as a take-over bid Alternative Transaction the Offeror would own or amalgamation) as a consequence of termination control 100% of the Arrangement AgreementCommon Shares or substantially all of the assets of the Company and its Subsidiaries, whereby Symmetry which Alternative Transaction would provide the holders of Common Shares with a net financial result at least equivalent to or Acquisitionco or any of their Affiliates would acquire better than the Subject Shares and which would result in Offer, the Shareholders obtaining the same cash (or higher) consideration for their Subject Shares (an “Alternative Transaction”), each Shareholder Sellers shall (i) support the completion of such Alternative Transaction in the same manner as the Arrangement, including using commercially reasonable efforts to assist Symmetry and Acquisitionco to successfully complete such Alternative Transaction, and (ii) shall not take any actions to impede, delay or compromise the successful completion of such Alternative Transaction.; (b) If an any Alternative Transaction involves a meeting or meetings of securityholders holders of securities of the Company, each Shareholder irrevocably covenants and agrees in favour of Symmetry and Acquisitionco to Seller shall vote or cause to be voted and cause all acts and things to be done to vote all of the Subject Shares in favour of any matters necessary or ancillary to the completion of the transactions contemplated Alternative Transaction; (c) Each Seller hereby appoints Parent as attorney in fact (which appointment is unconditional, irrevocable and is coupled with an interest), subject to Section 6, to execute a proxy appointing such person designated by Parent to attend and act on behalf of such Seller at any meeting or meetings held in connection with such Alternative Transaction and to act on behalf of such Seller on every action or approval by written consent of the Company's shareholders in respect of such Alternative Transaction, including submitting proxies and if pursuant to vote the Subject Shares at such meeting(s) or adjournment(s) or postponement(s) thereof as Acquisitionco may request. (c) If an Alternative Transaction involves an offer for the Company Shares, each Shareholder irrevocably covenants this power of attorney Xxxxxx has executed and agrees in favour of Symmetry and Acquisitionco to accept such offer and validly deposit or cause to be deposited and cause all acts and things to be done to deposit under such offer all of the Subject Shares, together with not revoked a duly completed and executed letter of transmittal (or other appropriate voting instrument) proxy in respect of a meeting, which proxy has been accepted by the Subject Shares.Company, then in such circumstances such Seller shall not be responsible for voting under subsection 7(b). Parent shall advise a Seller upon executing any proxies in respect of such Seller; (d) In the event of any proposed Alternative Transaction, any reference the references in this Agreement to the Arrangement or the Transaction Offer shall be deemed to refer be changed to the "Alternative Transaction to the extent applicable, Transaction" and all terms, covenants, representations and warranties of this Agreement shall be and shall be deemed to have been made in the context of the Alternative Transaction, and all references to the Effective Time herein shall refer to the date of closing of the transaction(s) contemplated by the Alternative Transaction.; and (e) Each Shareholder hereby acknowledges and agrees that in The Sellers shall not exercise any rights of dissent provided under the event of an Alternative Transaction: Business Corporations Act (iOntario) the Special Dividend may not be payable, (ii) some or all of the Ancillary Transactions may not occur, and (iii) the Commitment Letter and Equity Commitment may be modified and amended otherwise in connection with such any Alternative TransactionsTransaction.