Common use of Change in Nature of Transaction Clause in Contracts

Change in Nature of Transaction. 6.1 If the Parent and its counsel, and management of the Company and its counsel, agree that it is necessary or desirable to proceed with an Alternative Transaction, each Seller will support the completion of such Alternative Transaction. 6.2 If any Alternative Transaction involves a meeting or meetings of the Company shareholders, each Seller agrees to vote and to cause all Subject Company Shares of which the Seller holds voting control to vote in favour of any matters necessary or ancillary to the completion of the transactions contemplated by the Alternative Transaction. Each Seller covenants that in connection with such meeting such Seller shall deliver to the Company no later than five days prior to the date of the meeting a duly executed proxy, which proxy shall be irrevocable, in favour of management of the Company voting in favour of the arrangement. 6.3 In the event of any proposed Alternative Transaction, the references in this Agreement to the Offer shall be deemed to be changed to “Alternative 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. 6.4 Each Seller covenants that such Seller will not exercise any rights of dissent provided under section 238 of the Business Corporations Act (British Columbia) or otherwise in connection with any Alternative Transaction.

Change in Nature of Transaction. 6.1 If the Parent and its counsel, and management of the Company and its counsel, agree that it is necessary or desirable to proceed with an Alternative Transaction, each Seller will support the completion of such Alternative Transaction. 6.2 If any Alternative Transaction involves a meeting or meetings of the Company shareholders, each Seller agrees to vote and to cause all Subject Company Shares of which the Seller holds voting control to vote in favour of any matters necessary or ancillary to the completion of the transactions contemplated by the Alternative Transaction. Each Seller covenants that in connection with such meeting such Seller shall deliver to the Company no later than five days prior to the date of the meeting a duly executed proxy, which proxy shall be irrevocable, in favour of management of the Company voting in favour of the arrangement. 6.3 In the event of any proposed Alternative Transaction, the references in this Agreement to the Offer shall be deemed to be changed to “"Alternative 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. 6.4 Each Seller covenants that such Seller will not exercise any rights of dissent provided under section 238 of the Business Corporations Act (British Columbia) or otherwise in connection with any Alternative Transaction.