Common use of Demand Offerings Clause in Contracts

Demand Offerings. (a) Subject to the provisions hereof, at any time during the Qualification Period, if the Holders deliver a written notice to the Corporation (each, a “Demand Offering Request”) stating (i) that they intend to effect an offering of all or part of their Registrable Securities included in any Base Shelf Prospectus or Registration Statement (each such offering, a “Demand Offering”), (ii) the jurisdiction(s) (which may include all or part of the Qualifying Jurisdictions and the United States) in which the Holders intend to distribute Registrable Securities, (iii) the intended method of disposition and (iv) the number of Registrable Securities to be offered by such Holders in such offering (the “Demand Registrable Securities”), then, subject to and in compliance with the other applicable provisions of this Agreement (including Section 2.2(b)), the Corporation shall, as promptly as reasonably practicable following receipt of the Demand Offering Request, amend or supplement the Base Shelf Prospectus and/or Registration Statement as may be necessary in order to enable such Registrable Securities to be offered and distributed pursuant to the Demand Offering in compliance with Securities Laws and take such other actions as are required by this Agreement or as otherwise may be reasonably necessary to facilitate such Demand Offering in accordance with such Demand Offering Request. The Corporation shall not have the right nor shall it grant the right to any other Person to include any securities for offer or sale in any Demand Offering. For the purposes of this Section 2.2(a), a Demand Offering will not be considered as having been effected until (A) a prospectus supplement has been filed with the applicable Commissions and/or the SEC, as applicable, pursuant to which the Demand Registrable Securities may be publicly offered in each of the jurisdictions set forth in the Demand Offering Request, (B) the requesting Holders have withdrawn their Demand Offering Request, or (C) the requesting Holders have failed to fulfill their obligations under this Agreement with respect to the Demand Offering. (b) The obligation of the Corporation pursuant to Section 2.2(a) is subject to each of the following: (i) the Corporation shall not be obligated to effect more than four Demand Offerings in total during the Qualification Period; (ii) the Corporation shall not be required to effect a Demand Offering unless the aggregate Market Price of the Demand Registrable Securities on the date the Demand Offering Request is delivered to the Corporation is no less than [amount redacted]; (iii) the Corporation will not be required to effect a Demand Offering: (A) within 120 days of the date of this Agreement; (B) during regularly scheduled black-out periods of the Corporation as provided in the Corporation’s Disclosure Policy, which currently commence three weeks prior to the scheduled release of the quarterly or annual results of the Corporation to and including the second trading day after the public announcement of such financial results; or (C) within 60 days (or such shorter restricted period as is applicable to the Corporation) of any firm commitment of an underwritten offering in respect of which: (1) the Holders are entitled to exercise a Piggy Back Registration; and (2) at least 50% of the Piggy Back Registrable Securities requested by the Holders to be included in such offering pursuant to Section 2.3 were so included; and (iv) the Corporation shall be entitled for a period of time not to exceed 75 days in the aggregate in any twelve month period, to postpone the filing of any prospectus supplement covering Registrable Securities if the Corporation promptly delivers to the Holders a certificate signed by an executive officer of the Corporation certifying that, in the good faith judgment of such officer, to be confirmed within ten Business Days by the board of directors of the Corporation (the “Board”), such a Demand Offering would require the Corporation to publicly disclose material non-public information (1) in order to make the Prospectus not materially misleading, (2) not required to be disclosed at such time but for the filing, effectiveness or continued use of such Prospectus and (3) for which the Corporation has a bona fide business purpose to not disclose publicly.

Demand Offerings. Any Holder or group of Holders (athe “Demand Initiating Holders”) Subject to shall have the provisions hereof, right at any time during the Qualification Periodand from time to time (subject to clause (i) below), if the Holders deliver a by written notice to the Corporation Company (each, a the “Demand Offering RequestNotice”) stating (i) ), to request that they intend to effect an offering the Company register the sale of some or all or part of their such Holder's Registrable Securities included in any Base Shelf Prospectus or Registration Statement by means of a Qualified Offering (each such offering, a “Demand Offering”), (ii) which Demand Notice shall set forth the jurisdiction(s) (which may include all or part Type of Qualified Offering being requested by the Qualifying Jurisdictions Demand Initiating Holders, and the United StatesCompany shall use its commercially reasonable efforts to facilitate such offering, including the actions required by this Section 2(b). (i) in which the Holders intend The Company shall not be obligated to distribute Registrable Securitieseffect, or take any action to effect, a Demand Offering if (iii) the intended method of disposition and (iv1) the number of Registrable Securities requested to be offered registered would, if fully sold, yield gross proceeds to such Demand Initiating Holders of less than the Minimum Amount (based on the then-current market price of the Common Stock), or (2) such Demand Notice is received by the Company less than 180 days after the last date on which a Demand Offering was consummated pursuant to this Section 2(b). (ii) The Demand Initiating Holders shall deliver the Demand Notice to all other Holders concurrently with notice to the Company. The Demand Notice shall include notice to all other Holders that they have the opportunity to include Registrable Securities held by them in the proposed Demand Offering by submitting their own written notice to the Demand Initiating Holders and the Company (and the Company shall provide any Holder with the names and notice information for all other Holders promptly upon request in connection therewith). Such other Holders must give notice of their election to participate in the Demand Offering to the Demand Initiating Holders and the Company within five (5) Business Days of receipt of such Holders notice. In connection with any Demand Offering in which more than one Holder participates, and the Manager participating in such offering advises in writing (the “Demand Registrable SecuritiesCut-Back Notice”), then, subject ) to and in compliance with the other applicable provisions Holders of this Agreement (including Section 2.2(b)), the Corporation shall, as promptly as reasonably practicable following receipt of the Demand Offering Request, amend or supplement the Base Shelf Prospectus and/or Registration Statement as may be necessary in order to enable such Registrable Securities to be offered and distributed pursuant to the Demand Offering in compliance with Securities Laws and take such other actions as are required by this Agreement or as otherwise may be reasonably necessary to facilitate such Demand Offering in accordance with such Demand Offering Request. The Corporation shall not have the right nor shall it grant the right to any other Person to include any securities for offer or sale in any Demand Offering. For the purposes of this Section 2.2(a), a Demand Offering will not be considered as having been effected until (A) a prospectus supplement has been filed with the applicable Commissions and/or the SEC, as applicable, pursuant to which the Demand Registrable Securities may be publicly offered in each of the jurisdictions set forth in the Demand Offering Request, (B) the requesting Holders have withdrawn their Demand Offering Request, or (C) the requesting Holders have failed to fulfill their obligations under this Agreement with respect to the Demand Offering. (b) The obligation of the Corporation pursuant to Section 2.2(a) is subject to each of the following: (i) the Corporation shall not be obligated to effect more than four Demand Offerings in total during the Qualification Period; (ii) the Corporation shall not be required to effect a Demand Offering unless the aggregate Market Price of the Demand Registrable Securities on the date the Demand Offering Request is delivered to the Corporation is no less than [amount redacted]; (iii) the Corporation will not be required to effect a Demand Offering: (A) within 120 days of the date of this Agreement; (B) during regularly scheduled black-out periods of the Corporation as provided in the Corporation’s Disclosure Policy, which currently commence three weeks prior to the scheduled release of the quarterly or annual results of the Corporation to and including the second trading day after the public announcement of such financial results; or (C) within 60 days (or such shorter restricted period as is applicable to the Corporation) of any firm commitment of an underwritten offering in respect of which: (1) the Holders are entitled to exercise a Piggy Back Registration; and (2) at least 50% of the Piggy Back Registrable Securities requested by the Holders to be included in such offering that the total number of Registrable Securities to be included in such offering exceeds the amount that can be sold in (or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the Registrable Securities to be sold), then the Registrable Securities to be offered by the participating Holders shall be reduced pro rata on the basis of the number of Registrable Securities requested to be registered by each participating Holder in such offering. (iii) If a proposed Demand Offering under the Demand Notice can be effected pursuant to Section 2.3 were so included; and (iv) the Corporation Shelf Registration Statement, the Company shall, as soon as practicable after receiving a Demand Notice, file and effect an amendment of, or supplement to, the Shelf Registration Statement. If the proposed Demand Offering pursuant to a Demand Notice cannot be effected pursuant to the Shelf Registration Statement, the Company, within 60 days of the date on which the Company receives a Demand Notice, shall file with the SEC, and the Company shall thereafter use its commercially reasonable efforts to cause to be entitled declared effective as promptly as practicable, a Registration Statement on the appropriate form for a period the registration and sale, in accordance with the requested Type of time not Qualified Offering specified by the applicable Demand Notice, of the total number of Registrable Securities sought to exceed 75 days be included in the aggregate in any twelve month periodapplicable Qualified Offering. In all events, the Company shall otherwise comply with provisions of Section 5 with respect to postpone the filing of any prospectus supplement covering Registrable Securities if the Corporation promptly delivers to the Holders a certificate signed by an executive officer of the Corporation certifying that, in the good faith judgment of such officer, to be confirmed within ten Business Days by the board of directors of the Corporation (the “Board”), such a Demand Offering would require the Corporation to publicly disclose material non-public information (1) in order to make the Prospectus not materially misleading, (2) not required to be disclosed at such time but for the filing, effectiveness or continued use of such Prospectus and (3) for which the Corporation has a bona fide business purpose to not disclose publiclyQualified Offering.

Demand Offerings. (a) Subject to the provisions hereof, at any time during the Qualification Period, if the Holders deliver a written notice to the Corporation (each, a “"Demand Offering Request”") stating (i) that they intend to effect an offering of all or part of their Registrable Securities included in any Base Shelf Prospectus or Registration Statement (each such offering, a “"Demand Offering”"), (ii) the jurisdiction(s) (which may include all or part of the Qualifying Jurisdictions and the United States) in which the Holders intend to distribute Registrable Securities, (iii) the intended method of disposition and (iv) the number of Registrable Securities to be offered by such Holders in such offering (the “"Demand Registrable Securities”"), then, subject to and in compliance with the other applicable provisions of this Agreement (including Section 2.2(b)), the Corporation shall, as promptly as reasonably practicable following receipt of the Demand Offering Request, amend or supplement the Base Shelf Prospectus and/or Registration Statement as may be necessary in order to enable such Registrable Securities to be offered and distributed pursuant to the Demand Offering in compliance with Securities Laws and take such other actions as are required by this Agreement or as otherwise may be reasonably necessary to facilitate such Demand Offering in accordance with such Demand Offering Request. The Corporation shall not have the right nor shall it grant the right to any other Person to include any securities for offer or sale in any Demand Offering. For the purposes of this Section 2.2(a), a Demand Offering will not be considered as having been effected until (A) a prospectus supplement has been filed with the applicable Commissions and/or the SEC, as applicable, pursuant to which the Demand Registrable Securities may be publicly offered in each of the jurisdictions set forth in the Demand Offering Request, (B) the requesting Holders have withdrawn their Demand Offering Request, or (C) the requesting Holders have failed to fulfill their obligations under this Agreement with respect to the Demand Offering. (b) The obligation of the Corporation pursuant to Section 2.2(a) is subject to each of the following: (i) the Corporation shall not be obligated to effect more than four Demand Offerings in total during the Qualification Period; (ii) the Corporation shall not be required to effect a Demand Offering unless the aggregate Market Price of the Demand Registrable Securities on the date the Demand Offering Request is delivered to the Corporation is no less than [amount redacted]CDN$250 million (unless the Holders are proposing to sell all of their remaining Registrable Securities); (iii) the Corporation will not be required to effect a Demand Offering: (A) within 120 days of the date of this Agreement; (B) during regularly scheduled black-out periods of the Corporation as provided in the Corporation’s Disclosure Policy, which currently commence three weeks prior to the scheduled release of the quarterly or annual results of the Corporation to and including the second trading day after the public announcement of such financial results; or (C) within 60 days (or such shorter restricted period as is applicable to the Corporation) of any firm commitment of an underwritten offering in respect of which: (1) the Holders are entitled to exercise a Piggy Back Registration; and (2) at least 50% of the Piggy Back Registrable Securities requested by the Holders to be included in such offering pursuant to Section 2.3 were so included; and (iv) the Corporation shall be entitled for a period of time not to exceed 75 days in the aggregate in any twelve month period, to postpone the filing of any prospectus supplement covering Registrable Securities if the Corporation promptly delivers to the Holders a certificate signed by an executive officer of the Corporation certifying that, in the good faith judgment of such officer, to be confirmed within ten Business Days by the board Corporation's Board of directors of the Corporation (the “Board”)Directors, such a Demand Offering would require the Corporation to publicly disclose material non-public information (1) in order to make the Prospectus not materially misleading, (2) not required to be disclosed at such time but for the filing, effectiveness or continued use of such Prospectus and (3) for which the Corporation has a bona fide business purpose to not disclose publicly.

Demand Offerings. (a) Subject to the provisions hereof, at any time during the Qualification Period, if the Holders deliver a written notice to the Corporation (each, a “Demand Offering Request”) stating (i) that they intend to effect an offering of all or part of their Registrable Securities included in any Base Shelf Prospectus or Registration Statement (each such offering, a “Demand Offering”), (ii) the jurisdiction(s) (which may include all or part of the Qualifying Jurisdictions and the United States) in which the Holders intend to distribute Registrable Securities, (iii) the intended method of disposition and (iv) the number of Registrable Securities to be offered by such Holders in such offering (the “Demand Registrable Securities”), then, subject to and in compliance with the other applicable provisions of this Agreement (including Section 2.2(b)), the Corporation shall, as promptly as reasonably practicable following receipt of the Demand Offering Request, amend or supplement the Base Shelf Prospectus and/or Registration Statement as may be necessary in order to enable such Registrable Securities to be offered and distributed pursuant to the Demand Offering in compliance with Securities Laws and take such other actions as are required by this Agreement or as otherwise may be reasonably necessary to facilitate such Demand Offering in accordance with such Demand Offering Request. The Corporation shall not have the right nor shall it grant the right to any other Person to include any securities for offer or sale in any Demand Offering. For the purposes of this Section 2.2(a), a Demand Offering will not be considered as having been effected until (A) a prospectus supplement has been filed with the applicable Commissions and/or the SEC, as applicable, pursuant to which the Demand Registrable Securities may be publicly offered in each of the jurisdictions set forth in the Demand Offering Request, (B) the requesting Holders have withdrawn their Demand Offering Request, or (C) the requesting Holders have failed to fulfill their obligations under this Agreement with respect to the Demand Offering. (b) The obligation of the Corporation pursuant to Section 2.2(a) is subject to each of the following: (i) the Corporation shall not be obligated to effect more than four Demand Offerings in total during the Qualification Period; (ii) the Corporation shall not be required to effect a Demand Offering unless the aggregate Market Price of the Demand Registrable Securities on the date the Demand Offering Request is delivered to the Corporation is no less than [amount redacted]CDN$250 million (unless the Holders are proposing to sell all of their remaining Registrable Securities); (iii) the Corporation will not be required to effect a Demand Offering: (A) within 120 days of the date of this Agreement; (B) during regularly scheduled black-out periods of the Corporation as provided in the Corporation’s Disclosure Policy, which currently commence three weeks prior to the scheduled release of the quarterly or annual results of the Corporation to and including the second trading day after the public announcement of such financial results; or (C) within 60 days (or such shorter restricted period as is applicable to the Corporation) of any firm commitment of an underwritten offering in respect of which: (1) the Holders are entitled to exercise a Piggy Back Registration; and (2) at least 50% of the Piggy Back Registrable Securities requested by the Holders to be included in such offering pursuant to Section 2.3 were so included; and (iv) the Corporation shall be entitled for a period of time not to exceed 75 days in the aggregate in any twelve month period, to postpone the filing of any prospectus supplement covering Registrable Securities if the Corporation promptly delivers to the Holders a certificate signed by an executive officer of the Corporation certifying that, in the good faith judgment of such officer, to be confirmed within ten Business Days by the board Corporation’s Board of directors of the Corporation (the “Board”)Directors, such a Demand Offering would require the Corporation to publicly disclose material non-public information (1) in order to make the Prospectus not materially misleading, (2) not required to be disclosed at such time but for the filing, effectiveness or continued use of such Prospectus and (3) for which the Corporation has a bona fide business purpose to not disclose publicly.

Demand Offerings. THIS SECTION 3.02 SHALL NOT APPLY TO SMALL ORIGINAL SHAREHOLDERS OR THEIR PERMITTED TRANSFEREES. (a) Subject to the provisions hereofIf, at any time during the Qualification Periodterm of this Agreement, if the Holders deliver a Company shall receive one or more written notice to the Corporation (each, a “Demand Offering Request”) stating (i) that they intend to effect an offering of all or part of their Registrable Securities included in any Base Shelf Prospectus or Registration Statement notices (each such offeringa "Request Notice") from one or more Holders, which Request Notices collectively request the Company to facilitate sales pursuant to a “Demand Offering”), (ii) the jurisdiction(s) (which may include all or part of the Qualifying Jurisdictions and the United States) in which the Holders intend to distribute Registrable Securities, (iii) the intended method of disposition and (iv) the number Public Offering of Registrable Securities having an aggregate value greater than US$400 million (the "Request Threshold"), based on the average closing price of the ADSs on the NYSE (as converted into Ordinary Shares) for the five NYSE trading days prior to the date of receipt of the last Request Notice which, together with all prior Request Notices, causes the Request Threshold to be offered by such Holders in such offering crossed (the “Demand Registrable Securities”"Triggering Request Notice"), then, subject to and in compliance with then the other applicable provisions of this Agreement (including Section 2.2(b)), the Corporation Company shall, as promptly as reasonably practicable practicable, use its reasonable commercial efforts to effect a Public Offering, which shall, subject to the provisions of Section 3.04, include a Secondary Public Offering component (each a "Demand Offering"). (b) Within twenty (20) days following receipt of a Triggering Request Notice, the Company shall deliver to each Holder written notice of its intention to effect such Demand Offering, which notice shall: (i) specify the proposed timing of the Demand Offering Request, amend or supplement and the Base Shelf Prospectus and/or Registration Statement as may be necessary in order to enable such maximum number of Registrable Securities the Company proposes to include in the Secondary Public Offering component of the Demand Offering; and (ii) include a Selling Package to be offered and distributed pursuant completed by Holders wishing to sell Registrable Securities in the Demand Offering in compliance with Securities Laws and take such other actions as are required by this Agreement or as otherwise may be reasonably necessary to facilitate such Demand Offering in accordance with such Demand Offering Request. The Corporation shall not have the right nor shall it grant the right to any other Person to include any securities for offer or sale in any Demand Offering. For the purposes Any Holder wishing to include some or all of this Section 2.2(a), a Demand Offering will not be considered as having been effected until (A) a prospectus supplement has been filed with the applicable Commissions and/or the SEC, as applicable, pursuant to which the Demand its Registrable Securities may be publicly offered in each of the jurisdictions set forth in the Demand Offering Request, must then return a completed Selling Package to the Company within a time period specified in the notice (B) the requesting Holders have withdrawn their "Indication Deadline"). The Company shall then use its reasonable commercial efforts to effect such Demand Offering Requestas promptly as practicable, or including permitting the sale of any Registrable Securities requested to be sold by any Holder, subject to the provisions of Section 3.04. (Cc) the requesting Holders have failed to fulfill their obligations under this Agreement with With respect to any Demand Offering, any Request Notices received by the Company after the receipt by the Company of the Triggering Request Notice but prior to the Indication Deadline applicable to such Demand Offering shall count towards the Request Threshold for such Demand Offering and any Request Notices received by the Company after such Indication Deadline shall be counted towards meeting the Request Threshold for any subsequent Demand Offering. (bd) The obligation of the Corporation pursuant to Section 2.2(a) is subject to each of the following: (i) the Corporation shall not be obligated to effect more than four Demand Offerings in total during the Qualification Period; (ii) the Corporation Company shall not be required to effect a more than one Demand Offering unless pursuant to this Section 3.02 during any twelve (12)-month period nor more than three (3) Demand Offerings in the aggregate Market Price of aggregate. In addition, the Demand Registrable Securities on the date the Demand Offering Request is delivered to the Corporation is no less than [amount redacted]; (iii) the Corporation will Company shall not be required to effect any Demand Offering within ninety (90) days of the completion date of a prior Offering. (e) To the extent the Company completes an Offering that was initiated as a Demand Offering: (A, such Demand Offering shall not count as a Demand Offering for the purposes of Section 3.02(d) within 120 days of the date of this Agreement; (B) during regularly scheduled black-out periods of the Corporation as provided in the Corporation’s Disclosure Policy, which currently commence three weeks prior to the scheduled release of the quarterly or annual results of the Corporation to and including the second trading day after the public announcement of such financial results; or (C) within 60 days (or such shorter restricted period as is applicable to the Corporation) of any firm commitment of an underwritten offering in respect of which: (1) the Holders are entitled to exercise a Piggy Back Registration; and (2) at least if greater than 50% of the Piggy Back Registrable Securities originally requested by the Holders to be included in such offering Demand Offering are ultimately excluded from such Demand Offering pursuant to the provisions of Section 2.3 were so included; and (iv) the Corporation 3.04(e). No Offering shall be entitled for a period of time not to exceed 75 days in the aggregate in any twelve month period, to postpone the filing of any prospectus supplement covering Registrable Securities if the Corporation promptly delivers to the Holders a certificate signed by count as both an executive officer of the Corporation certifying that, in the good faith judgment of such officer, to be confirmed within ten Business Days by the board of directors of the Corporation (the “Board”), such Annual Offering and a Demand Offering would require the Corporation to publicly disclose material non-public information (1) in order to make the Prospectus not materially misleading, (2) not required to be disclosed at such time but for the filing, effectiveness or continued use of such Prospectus and (3) for which the Corporation has a bona fide business purpose to not disclose publiclyOffering.