Common use of Deemed Issue of Additional Shares Clause in Contracts

Deemed Issue of Additional Shares. (i) If the Company at any time or from time to time after the Issue Date issues, pursuant to a private placement exemption under Canadian Securities Laws, Options or Convertible Securities (excluding Options or Convertible Securities that are themselves Exempted Securities), then the maximum number of Common Shares (as set forth in the relating instrument, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any of its provisions for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities, the conversion or exchange of such Convertible Securities, will be deemed to be Additional Shares issued as of the time of such issue. (ii) If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Conversion Price, are revised as a result of an amendment to such terms or any other adjustment under such Option or Convertible Security (but excluding automatic adjustments to such terms under anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (1) any increase or decrease in the number of Common Shares issuable upon the exercise, conversion and/or exchange of the Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Company upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective, the Conversion Price computed upon the original issue of the Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Conversion Price as would have obtained had such revised terms been in effect upon the original date of issuance of the Option or Convertible Security. Notwithstanding the foregoing, no readjustment under this clause (b) shall increase the Conversion Price to an amount that exceeds the lower of (i) the Conversion Price in effect immediately before the original adjustment made as a result of the issuance of the Option or Convertible Security, or (ii) the Conversion Price that would have resulted from any issuances of Additional Shares (other than deemed issuances of Additional Shares as a result of the issuance of the Option or Convertible Security) between the original adjustment date and such readjustment date. (iii) If the terms of any Option or Convertible Security (excluding Options or Convertible Securities that are themselves Exempted Securities), the issuance of which did not result in an adjustment to the Conversion Price under 6.2(b)(ii) (either because the consideration per share of the Additional Shares subject thereto was equal to or greater than the Conversion Price then in effect, or because such Option or Convertible Security was issued before the Issue Date), are revised after the Issue Date as a result of an amendment to such terms or any other adjustment under such Option or Convertible Security (but excluding automatic adjustments to such terms under anti-dilution or similar provisions of the Option or Convertible Security) to provide for either (1) any increase in the number of Common Shares issuable upon the exercise, conversion or exchange of the Option or Convertible Security or (2) any decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then the Conversion Price computed upon the adjustment of the Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Conversion Price as would have obtained had such revised terms been in effect upon the original date of issuance of the Option or Convertible Security. (iv) Upon the expiration or termination of any unexercised Option or unconverted or unexchanged Convertible Security (or portion thereof) that resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Conversion Price, the Conversion Price shall be readjusted to such Conversion Price as would have obtained had such Option or Convertible Security (or portion thereof) never been issued. (v) If the number of Common Shares issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Company upon such exercise, conversion and/or exchange, is calculable at the time the Option or Convertible Security is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the Conversion Price shall be effected at the time of such issuance or amendment based on such number of shares or amount of consideration without regard to any provisions for subsequent adjustments. If the number of Common Shares issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Company upon such exercise, conversion and/or exchange, cannot be calculated at all at the time the Option or Convertible Security is issued or amended, any adjustment to the Conversion Price that would result at the time of such issuance or amendment shall instead be effected at the time such number of shares and/or amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to the Conversion Price that such issuance or amendment took place at the time such calculation can first be made.

Deemed Issue of Additional Shares. (i) If the Company LLC at any time or from time to time after the Series B Original Issue Date issues, pursuant to a private placement exemption under Canadian Securities Laws, shall issue any Options or Convertible Securities (excluding Options or Convertible Securities that which are themselves Exempted Securities)) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of Common Shares or Incentive Shares (as set forth in the instrument relating instrumentthereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any of its provisions provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible SecuritiesSecurities and Options therefor, the conversion or exchange of such Convertible Securities, will shall be deemed to be Additional Shares issued as of the time of such issueissue or, in case such a record date shall have been fixed, as of the close of business on such record date. (ii) If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Conversion PricePrice pursuant to the terms of Section 3.03(d), are revised as a result of an amendment to such terms or any other adjustment under pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms under pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (1) any increase or decrease in the number of Common Shares or Incentive Shares issuable upon the exercise, conversion and/or exchange of the any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Company LLC upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective, the Conversion Price computed upon the original issue of the such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Conversion Price as would have been obtained had such revised terms been in effect upon the original date of issuance of the such Option or Convertible Security. Notwithstanding the foregoing, no readjustment under pursuant to this clause (bii) shall increase have the effect of increasing the Conversion Price to an amount that which exceeds the lower of (iA) the Conversion Price in effect immediately before prior to the original adjustment made as a result of the issuance of the such Option or Convertible Security, or (iiB) the Conversion Price that would have resulted from any issuances of Additional Shares (other than deemed issuances of Additional Shares as a result of the issuance of the such Option or Convertible Security) between the original adjustment date and such readjustment date. (iii) If the terms of any Option or Convertible Security (excluding Options or Convertible Securities that which are themselves Exempted Securities), the issuance of which did not result in an adjustment to the Conversion Price under 6.2(b)(iipursuant to the terms of Section 3.03(d) (either because the consideration per share (determined pursuant to Section 3.03(e)) of the Additional Shares subject thereto was equal to or greater than the Conversion Price then in effect, or because such Option or Convertible Security was issued before the Series B Original Issue Date), are revised after the Series B Original Issue Date as a result of an amendment to such terms or any other adjustment under pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms under pursuant to anti-dilution or similar provisions of the such Option or Convertible Security) to provide for either (1) any increase in the number of Common Shares or Incentive Shares issuable upon the exercise, conversion or exchange of the any such Option or Convertible Security or (2) any decrease in the consideration payable to the Company LLC upon such exercise, conversion or exchange, then the Conversion Price computed upon the adjustment of the Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Conversion Price as would have obtained had such revised terms been in effect upon the original date of issuance of the Option or Convertible Security, as so amended or adjusted, and the Additional Shares subject thereto (determined in the manner provided in Section 3.03(c)(i)) shall be deemed to have been issued effective upon such increase or decrease becoming effective. (iv) Upon the expiration or termination of any unexercised Option or unconverted or unexchanged Convertible Security (or portion thereof) that which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Conversion PricePrice pursuant to the terms of Section 3.03(d), the Conversion Price shall be readjusted to such Conversion Price as would have been obtained had such Option or Convertible Security (or portion thereof) never been issued. (v) If the number of Common Shares or Incentive Shares issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Company LLC upon such exercise, conversion and/or exchange, is calculable at the time the such Option or Convertible Security is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the Conversion Price provided for in this Section 3.03(c) shall be effected at the time of such issuance or amendment based on such number of shares or amount of consideration without regard to any provisions for subsequent adjustmentsadjustments (and any subsequent adjustments shall be treated as provided in clauses (ii) and (iii) of this Section). If the number of Common Shares or Incentive Shares issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Company LLC upon such exercise, conversion and/or exchange, cannot be calculated at all at the time the such Option or Convertible Security is issued or amended, any adjustment to the Conversion Price that would result under the terms of this Section 3.03(c) at the time of such issuance or amendment shall instead be effected at the time such number of shares and/or amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to the Conversion Price that such issuance or amendment took place at the time such calculation can first be made.

Deemed Issue of Additional Shares. (ia) If the Company at any time or from time to time after the Class Seed Preferred Share Original Issue Date issues, pursuant to a private placement exemption under Canadian Securities Laws, issues Options or Convertible Securities (excluding Options or Convertible Securities that are themselves Exempted Securities)) or fixes a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of Common Shares shares (as set forth in the relating instrument, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any of its provisions for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible SecuritiesSecurities and Options therefor, the conversion or exchange of such Convertible Securities, will be deemed to be Additional Shares issued as of the time of such issueissue or, in case such a record date has been fixed, as of the close of business on such record date. (iib) If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Conversion PricePrice under Subsection 27.2(9), are revised as a result of an amendment to such terms or any other adjustment under such Option or Convertible Security (but excluding automatic adjustments to such terms under anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (1) any increase or decrease in the number of Common Shares shares issuable upon the exercise, conversion and/or exchange of the Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Company upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective, the Conversion Price computed upon the original issue of the Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Conversion Price as would have obtained had such revised terms been in effect upon the original date of issuance of the Option or Convertible Security. Notwithstanding the foregoing, no readjustment under this clause (b) shall increase the Conversion Price to an amount that exceeds the lower of (i) the Conversion Price in effect immediately before the original adjustment made as a result of the issuance of the Option or Convertible Security, or (ii) the Conversion Price that would have resulted from any issuances of Additional Shares (other than deemed issuances of Additional Shares as a result of the issuance of the Option or Convertible Security) between the original adjustment date and such readjustment date. (iiic) If the terms of any Option or Convertible Security (excluding Options or Convertible Securities that are themselves Exempted Securities), the issuance of which did not result in an adjustment to the Conversion Price under 6.2(b)(iiSubsection 27.2(9) (either because the consideration per share (determined under Subsection 27.2(10)) of the Additional Shares subject thereto was equal to or greater than the Conversion Price then in effect, or because such Option or Convertible Security was issued before the Preferred Share Original Issue Date), are revised after the Preferred Share Original Issue Date as a result of an amendment to such terms or any other adjustment under such Option or Convertible Security (but excluding automatic adjustments to such terms under anti-dilution antidilution or similar provisions of the Option or Convertible Security) to provide for either (1) any increase in the number of Common Shares shares issuable upon the exercise, conversion or exchange of the Option or Convertible Security or (2) any decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then the Conversion Price computed upon the adjustment of the Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Conversion Price as would have obtained had such revised terms been in effect upon the original date of issuance of the Option or Convertible Security, as so amended or adjusted, and the Additional Shares subject thereto (determined in the manner provided in Subsection 27.2(8)(a)) will be deemed to have been issued effective upon such increase or decrease becoming effective. (ivd) Upon the expiration or termination of any unexercised Option or unconverted or unexchanged Convertible Security (or portion thereof) that resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Conversion PricePrice under Subsection 27.2(9), the Conversion Price shall be readjusted to such Conversion Price as would have obtained had such Option or Convertible Security (or portion thereof) never been issued. (ve) If the number of Common Shares shares issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Company upon such exercise, conversion and/or exchange, is calculable at the time the Option or Convertible Security is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the Conversion Price under this Subsection 27.2(8) shall be effected at the time of such issuance or amendment based on such number of shares or amount of consideration without regard to any provisions for subsequent adjustmentsadjustments (and any subsequent adjustments shall be treated as provided in clauses (b) and (c) of this Subsection 27.2(8)). If the number of Common Shares shares issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Company upon such exercise, conversion and/or exchange, cannot be calculated at all at the time the Option or Convertible Security is issued or amended, any adjustment to the Conversion Price that would result under this Subsection 27.2(8) at the time of such issuance or amendment shall instead be effected at the time such number of shares and/or amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to the Conversion Price that such issuance or amendment took place at the time such calculation can first be made.

Deemed Issue of Additional Shares. (ia) If the Company at any time or from time to time after the Class A Preferred Share Original Issue Date issues, pursuant to a private placement exemption under Canadian Securities Laws, issues Options or Convertible Securities (excluding Options or Convertible Securities that are themselves Exempted Securities)) or fixes a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of Common Shares shares (as set forth in the relating instrument, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any of its provisions for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible SecuritiesSecurities and Options therefor, the conversion or exchange of such Convertible Securities, will be deemed to be Additional Shares issued as of the time of such issueissue or, in case such a record date has been fixed, as of the close of business on such record date. (iib) If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Class A Conversion PricePrice under Subsection 27.3(9), are revised as a result of an amendment to such terms or any other adjustment under such Option or Convertible Security (but excluding automatic adjustments to such terms under anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (1) any increase or decrease in the number of Common Shares shares issuable upon the exercise, conversion and/or exchange of the Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Company upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective, the Class A Conversion Price computed upon the original issue of the Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Class A Conversion Price as would have obtained had such revised terms been in effect upon the original date of issuance of the Option or Convertible Security. Notwithstanding the foregoing, no readjustment under this clause (b) shall increase the Class A Conversion Price to an amount that exceeds the lower of (i) the Class A Conversion Price in effect immediately before the original adjustment made as a result of the issuance of the Option or Convertible Security, or (ii) the Class A Conversion Price that would have resulted from any issuances of Additional Shares (other than deemed issuances of Additional Shares as a result of the issuance of the Option or Convertible Security) between the original adjustment date and such readjustment date. (iiic) If the terms of any Option or Convertible Security (excluding Options or Convertible Securities that are themselves Exempted Securities), the issuance of which did not result in an adjustment to the Class A Conversion Price under 6.2(b)(iiSubsection 27.3(9) (either because the consideration per share (determined under Subsection 27.3(10)) of the Additional Shares subject thereto was equal to or greater than the Class A Conversion Price then in effect, or because such Option or Convertible Security was issued before the Class A Preferred Share Original Issue Date), are revised after the Class A Preferred Share Original Issue Date as a result of an amendment to such terms or any other adjustment under such Option or Convertible Security (but excluding automatic adjustments to such terms under anti-dilution antidilution or similar provisions of the Option or Convertible Security) to provide for either (1) any increase in the number of Common Shares shares issuable upon the exercise, conversion or exchange of the Option or Convertible Security or (2) any decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then the Conversion Price computed upon the adjustment of the Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Conversion Price as would have obtained had such revised terms been in effect upon the original date of issuance of the Option or Convertible Security, as so amended or adjusted, and the Additional Shares subject thereto (determined in the manner provided in Subsection 27.3(8)(a)) will be deemed to have been issued effective upon such increase or decrease becoming effective. (ivd) Upon the expiration or termination of any unexercised Option or unconverted or unexchanged Convertible Security (or portion thereof) that resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Class A Conversion PricePrice under Subsection 27.3(9), the Class A Conversion Price shall be readjusted to such Class A Conversion Price as would have obtained had such Option or Convertible Security (or portion thereof) never been issued. (ve) If the number of Common Shares shares issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Company upon such exercise, conversion and/or exchange, is calculable at the time the Option or Convertible Security is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the Class A Conversion Price under this Subsection 27.3(8) shall be effected at the time of such issuance or amendment based on such number of shares or amount of consideration without regard to any provisions for subsequent adjustmentsadjustments (and any subsequent adjustments shall be treated as provided in clauses (b) and (c) of this Subsection 27.3(8)). If the number of Common Shares shares issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Company upon such exercise, conversion and/or exchange, cannot be calculated at all at the time the Option or Convertible Security is issued or amended, any adjustment to the Class A Conversion Price that would result under this Subsection 27.3(8) at the time of such issuance or amendment shall instead be effected at the time such number of shares and/or amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to the Class A Conversion Price that such issuance or amendment took place at the time such calculation can first be made.

Deemed Issue of Additional Shares. For purposes of adjusting the Conversion Rate in connection with determining the Next Equity Financing Price, the Company shall be deemed to have issued Additional Shares in such financing transaction(s) in the following circumstances: (ia) If the Company at any time or from time to time after the Issue Date issues, pursuant to a private placement exemption under Canadian Securities Laws, date hereof shall issue any Options or Convertible Securities (excluding Options or Convertible Securities that which are themselves Exempted Securities) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities (excluding Options or Convertible Securities which are themselves Exempted Securities), then the maximum number of shares of Common Shares Stock (as set forth in the instrument relating instrumentthereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any of its provisions provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible SecuritiesSecurities and Options therefor, the conversion or exchange of such Convertible Securities, will shall be deemed to be Additional Shares of Common Stock issued as of the time of such issueissue or, in case such a record date shall have been fixed, as of the close of business on such record date. (iib) If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Conversion PriceRate, are revised as a result of an amendment to such terms or any other adjustment under pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms under pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (1) any increase or decrease in the number of shares of Common Shares Stock issuable upon the exercise, conversion and/or exchange of the any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Company upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective, the Conversion Price Rate computed upon the original issue of the such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Conversion Price Rate as would have obtained had such revised terms been in effect upon the original date of issuance of the such Option or Convertible Security. Notwithstanding the foregoing, no readjustment under pursuant to this clause (b) shall increase have the effect of increasing the Conversion Price Rate to an amount that exceeds the lower of (i) the Conversion Price Rate in effect immediately before prior to the original adjustment made as a result of the issuance of the such Option or Convertible Security, or (ii) the Conversion Price Rate that would have resulted from any issuances of Additional Shares of Common Stock (other than deemed issuances of Additional Shares of Common Stock as a result of the issuance of the such Option or Convertible Security) between the original adjustment date and such readjustment date. (iiic) If the terms of any Option or Convertible Security (excluding Options or Convertible Securities that which are themselves Exempted Securities), the issuance of which did not result in an adjustment to the Conversion Price under 6.2(b)(ii) Rate (either because the consideration per share of the Additional Shares subject thereto was equal to or greater than the Conversion Price then in effect, did not trigger such an adjustment or because such Option or Convertible Security was issued before the Issue Datedate hereof), are revised after the Issue Date date hereof as a result of an amendment to such terms or any other adjustment under pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms under anti-dilution or similar provisions of the Option or Convertible Security) to provide for either (1) any increase in the number of shares of Common Shares Stock issuable upon the exercise, conversion or exchange of the any such Option or Convertible Security or (2) any decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then the Conversion Price computed upon the adjustment of the Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Conversion Price as would have obtained had such revised terms been in effect upon the original date of issuance of the Option or Convertible Security, as so amended or adjusted, and the Additional Shares subject thereto shall be deemed to have been issued effective upon such increase or decrease becoming effective. (iv) Upon the expiration or termination of any unexercised Option or unconverted or unexchanged Convertible Security (or portion thereof) that resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Conversion Price, the Conversion Price shall be readjusted to such Conversion Price as would have obtained had such Option or Convertible Security (or portion thereof) never been issued. (vd) If the number of shares of Common Shares Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Company upon such exercise, conversion and/or exchange, is calculable at the time the such Option or Convertible Security is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the Conversion Price Rate shall be effected at the time of such issuance or amendment based on such number of shares or amount of consideration without regard to any provisions for subsequent adjustmentsadjustments (and any subsequent adjustments shall be treated as provided in clauses (b) and (c) of this Section 4.12). If the number of shares of Common Shares Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Company upon such exercise, conversion and/or exchange, cannot be calculated at all at the time the such Option or Convertible Security is issued or amended, any adjustment to the Conversion Price that would result under the terms of this Section 4.12 at the time of such issuance or amendment shall instead be effected at the time such number of shares and/or amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to the Conversion Price that such issuance or amendment took place at the time such calculation can first be made.