Common use of Change of Control Voting Alignment Clause in Contracts

Change of Control Voting Alignment. ‌ The Investor covenants and agrees with the Company that unless and until: (i) the Parties otherwise agree in writing; or (ii) the completion of a Fundamental Change: (a) it will not convert the Debentures in the circumstances of an unsolicited (hostile) take-over bid being made that constitutes a Change of Control, and will not tender or agree to tender the Debentures to such a bid, unless and until the Board shall subsequently recommend that shareholders of the Company accept such bid or the bidder takes-up and pays for sufficient Common Shares such that it, and Persons acting jointly or in concert with it, hold more than 66 2/3% of the outstanding Common Shares on a fully-diluted basis; (b) it will not tender or agree to tender any Common Shares it holds and/or controls, including as a result of the conversion of the Debentures or otherwise acquired by or issued to it by any means, to an unsolicited (hostile) take-over bid being made that constitutes a Change of Control, unless and until the Board shall subsequently recommend that shareholders of the Company accept such bid or the bidder takes-up and pays for sufficient Common Shares such that it, and Persons acting jointly or in concert with it, hold more than 66 2/3% of the outstanding Common Shares on a fully-diluted basis; and (c) it will (A) exercise the votes attached to any and all Common Shares it holds and/or controls, including as a result of the conversion of the Debentures or otherwise acquired by or issued to it by any means and, to the extent it is afforded a voting right, the Debentures, in the manner recommended by the Board to the shareholders of the Company in respect of any Change of Control transaction (with the exception of (iv) of the definition of Change of Control), and deposit or tender such Common Shares to the Change of Control transaction in the manner recommended by the Board, and (B) abstain from voting or withhold such votes if any Person is proposing to elect one or more individuals to the Board who are not nominees proposed for election by management in the Company’s management information circular. Furthermore, upon public announcement of, commencement of, or an intention to commence, an unsolicited bid or public announcement by the Company that it has agreed (or intends to agree) to any other Change of Control transaction described above in this Section 3.1, the Investor agrees that it shall not transfer any of the Common Shares it holds and/or controls (other than to an Affiliate of the Investor, as certified by the Investor and where such Affiliate agrees in writing to be bound by this Agreement as an “Investor”).

Change of Control Voting Alignment. ‌ The Investor covenants and agrees with the Company that unless and until: (i) the Parties otherwise agree in writing; or (ii) the completion of a Fundamental Change: (a) it will not convert the Debentures in the circumstances of an unsolicited (hostile) take-over bid being made that constitutes a Change of Control, and will not tender or agree to tender the Debentures to such a bid, unless and until the Board shall subsequently recommend that shareholders of the Company accept such bid or the bidder takes-up and pays for sufficient Common Shares such that it, and Persons acting jointly or in concert with it, hold more than 66 2/3% of the outstanding Common Shares on a fully-diluted basis; (b) it will not tender or agree to tender any Common Shares it holds and/or controls, including as a result of the conversion of the Debentures or otherwise acquired by or issued to it by any means, to an unsolicited (hostile) take-over bid being made that constitutes a Change of Control, unless and until the Board shall subsequently recommend that shareholders of the Company accept such bid or the bidder takes-up and pays for sufficient Common Shares such that it, and Persons acting jointly or in concert with it, hold more than 66 2/3% of the outstanding Common Shares on a fully-diluted basis; and (c) it will (A) exercise the votes attached to any and all Common Shares it holds and/or controls, including as a result of the conversion of the Debentures or otherwise acquired by or issued to it by any means and, to the extent it is afforded a voting right, the Debentures, in the manner recommended by the Board to the shareholders of the Company in respect of any Change of Control transaction (with the exception of (iv) of the definition of Change of Control), and deposit or tender such Common Shares to the Change of Control transaction in the manner recommended by the Board, and (B) abstain from voting or withhold such votes if any Person is proposing to elect one or more individuals to the Board who are not nominees proposed for election by management in the Company’s management information circular. Furthermore, upon public announcement of, commencement of, or an intention to commence, an unsolicited bid or public announcement by the Company that it has agreed (or intends to agree) to any other Change of Control transaction described above in this Section 3.1, the Investor agrees that it shall not transfer any of the Common Shares it holds and/or controls (other than to an Affiliate of the Investor, as certified by the Investor and where such Affiliate agrees in writing to be bound by this Agreement as an “Investor”).

Change of Control Voting Alignment. ‌ The Investor covenants and agrees with the Company that unless and untilthat: (i) for so long as the Investor Percentage is equal to or greater than 5%; (ii) until the Parties otherwise agree in writing; or (iiiii) until the completion of a Fundamental Change: (a) it will not convert the Debentures in the circumstances of an unsolicited (hostile) take-over bid being made that constitutes a Change of Control, and will not tender or agree to tender the Debentures to such a bid, unless and until the Board shall subsequently recommend that shareholders of the Company accept such bid or the bidder takes-up and pays for sufficient Common Shares such that it, and Persons acting jointly or in concert with it, hold more than 66 2/3% of the outstanding Common Shares on a fully-diluted basis; (b) it will not tender or agree to tender any Common Shares it holds and/or controlsholds, including as a result of the conversion of the Debentures or otherwise acquired by or issued to it by any means, to an unsolicited (hostile) take-over bid being made that constitutes a Change of Control, unless and until the Board shall subsequently recommend that shareholders of the Company accept such bid or the bidder takes-up and pays for sufficient Common Shares such that it, and Persons acting jointly or in concert with it, hold more than 66 2/3% of the outstanding Common Shares on a fully-diluted basis; and (c) it will (A) exercise the votes attached to any and all Common Shares it holds and/or controls, including as a result of the conversion of the Debentures or and otherwise acquired by or issued to it by any means and, to the extent it is afforded a voting right, the Debentures, in the manner recommended by the Board to the shareholders of the Company in respect of any Change of Control transaction (with the exception of (iv) of the definition of Change of Control), and deposit or tender such Common Shares to the Change of Control transaction in the manner recommended by the Board, and (B) abstain from voting or withhold such votes if any Person is proposing to elect one or more individuals to the Board who are not nominees proposed for election by management in the Company’s 's management information circularor the Investor Nominee. Furthermore, upon public announcement of, commencement of, or an intention to commence, an unsolicited bid or public announcement by the Company that it has agreed (or intends to agree) to any other Change of Control transaction described above in this Section 3.1, the Investor agrees that it shall not transfer any of the Common Shares held by it holds and/or controls (other than to an Affiliate of the Investor, as certified by the Investor and where such Affiliate agrees in writing to be bound by this Agreement as an “"Investor”"). For the avoidance of doubt, if the Investor Percentage drops below 5% and then goes back to 5% or greater in a single transaction or a series of related transactions, the restrictions of this Section 3.1 shall be reinstated.

Change of Control Voting Alignment. ‌ The Investor covenants Each of the Investors covenant and agrees agree with the Company that unless and until: that, (i) for so long as the Investor Percentage is equal to or greater than 10%; (ii) until the Parties otherwise agree in writing; or (iiiii) until the completion of a Fundamental Change: (a) it will not convert the Debentures in the circumstances of an unsolicited (hostile) take-over bid being made that constitutes a Change of Control, and will not tender or agree to tender the Debentures to such a bid, unless and until the Board shall subsequently recommend that shareholders of the Company accept such bid or the bidder takes-up and pays for sufficient Common Shares such that it, and Persons acting jointly or in concert with it, hold more than 66 2/3% of the outstanding Common Shares on a fully-diluted basis; (b) it will not tender or agree to tender any Common Shares it holds and/or controlsholds, including as a result of the conversion of the Debentures or otherwise acquired by or issued to it by any means, to an unsolicited (hostile) take-over bid being made that constitutes a Change of Control, unless and until the Board shall subsequently recommend that shareholders of the Company accept such bid or the bidder takes-up and pays for sufficient Common Shares such that it, and Persons acting jointly or in concert with it, hold more than 66 2/3% of the outstanding Common Shares on a fully-diluted basis; and (c) it will (Ai) exercise the votes attached to any and all Common Shares it holds and/or controls, including as a result of the conversion of the Debentures or and otherwise acquired by or issued to it by any means and, to the extent it is afforded a voting right, the Debentures, in the manner recommended by the Board to the shareholders of the Company in respect of any Change of Control transaction (with the exception of (iv) of the definition of Change of Control), and deposit or tender such Common Shares to the Change of Control transaction in the manner recommended by the Board, and (Bii) abstain from voting or withhold such votes if any Person is proposing to elect one or more individuals to the Board who are not nominees proposed for election by management in the Company’s management information circularor the Investor Nominee. Furthermore, upon public announcement of, commencement of, or an intention to commence, an unsolicited bid or public announcement by the Company that it has agreed (or intends to agree) to any other Change of Control transaction described above in this Section 3.14.1, the each Investor agrees that it shall not transfer any of the Common Shares held by it holds and/or controls (other than to an Affiliate of the Investor, a current shareholder of CEF as certified by the Investor and where such Affiliate agrees in writing to be bound by this Agreement as an “Investor”Agreement). For the avoidance of doubt, if the Investor Percentage drops below 10% and then goes back to 10% or greater in a single transaction or a series of related transactions, the restrictions of this Section 4.1 shall be reinstated.

Change of Control Voting Alignment. ‌ The Investor covenants and agrees with the Company that unless and untilthat: (i) for so long as the Investor Percentage is equal to or greater than 5%; (ii) until the Parties otherwise agree in writing; or (iiiii) until the completion of a Fundamental Change: (a) it will not convert the Debentures in the circumstances of an unsolicited (hostile) take-over bid tender offer or exchange offer being made that constitutes a Change of Controlmade, and will not tender or agree to tender the Debentures to such a bid, unless and until the Board shall subsequently recommend that shareholders of the Company accept such bid or the bidder takes-up and pays for sufficient Common Shares such that it, and Persons acting jointly or in concert with it, hold more than 66 2/3% of the outstanding Common Shares on a fully-diluted basis; (b) it will not tender or agree to tender any Common Shares it holds and/or controlsholds, including as a result of the conversion of the Debentures or otherwise acquired by or issued to it by any means, to an unsolicited (hostile) take-over bid tender offer or exchange offer being made that constitutes a Change of Controlmade, unless and until the Board shall subsequently recommend that shareholders of the Company accept such bid or the bidder takes-up and pays for sufficient Common Shares such that it, and Persons acting jointly or in concert with it, hold more than 66 2/3% of the outstanding Common Shares on a fully-diluted basis; and (c) it will (A) exercise the votes attached to any and all Common Shares it holds and/or controls, including as a result of the conversion of the Debentures or otherwise acquired by or issued to it by any means and, to the extent it is afforded a voting right, the Debentures, in the manner recommended by the Board to the shareholders of the Company in respect of any Change of Control transaction (with the exception of (iv) of the definition of Change of Control), and deposit or tender such Common Shares to the Change of Control transaction in the manner recommended by the Board, and (B) abstain from voting or withhold such votes if any Person is proposing to elect one or more individuals to the Board who are not nominees proposed for election by management in the Company’s management information circular. Furthermore, upon public announcement of, commencement of, or an intention to commence, an unsolicited bid or public announcement by the Company that it has agreed (or intends to agree) to any other Change of Control transaction described above in this Section 3.1, the Investor agrees that it shall not transfer any of the Debentures or Common Shares held by it holds and/or controls (other than to an Affiliate of the Investor, as certified by the Investor and where such Affiliate agrees in writing to be bound by this Agreement as an “Investor”). For the avoidance of doubt, if the Investor Percentage drops below 5% and then goes back to 5% or greater in a single transaction or a series of related transactions, the restrictions of this Section 3.1 shall be reinstated.