Common use of Fairness Opinion and Directors’ Approvals Clause in Contracts

Fairness Opinion and Directors’ Approvals. As of the date hereof: (i) RBC Capital Markets has delivered an oral opinion to the Target Board to the effect that as of the date of such opinion, subject to the assumptions and limitations set out therein, the consideration to be received under the Arrangement is fair from a financial point of view to the Target Shareholders; and (ii) the Target Board, after consultation with its financial and legal advisors, has determined that the Arrangement is in the best interests of Target and is fair to the Target Shareholders and accordingly has resolved unanimously to recommend to the Target Shareholders that they vote in favour of the Arrangement Resolution. The Target Board has unanimously approved the Arrangement pursuant to the Plan of Arrangement and the execution and performance of this Agreement.

Fairness Opinion and Directors’ Approvals. As of the date hereof: (i) RBC Capital Markets Dundee Securities Corporation has delivered an oral opinion to the Target Board Special Committee to the effect that as of the date of such opinion, subject to the assumptions and limitations set out therein, the consideration to be received under the Arrangement is fair from a financial point of view to the Target Shareholders; and (ii) the Target Board, after consultation with its financial and legal advisors, and based upon the unanimous recommendation of the Special Committee, has determined that the Arrangement is in the best interests of Target and is fair to the Target Shareholders and accordingly has resolved unanimously to recommend to the Target Shareholders that they vote in favour of the Arrangement Resolution. The Target Board has unanimously approved the Arrangement pursuant to the Plan of Arrangement and the execution and performance of this Agreement.

Fairness Opinion and Directors’ Approvals. As of the date hereof: (i) RBC Capital Markets National Bank Financial has delivered an oral opinion to the Target Board Special Committee to the effect that as of the date of such opinion, subject to the assumptions and limitations set out therein, the consideration to be received under the Arrangement is fair from a financial point of view to the Target Shareholders; and; (ii) the Target Board, after consultation with its financial and legal advisors, and based upon the unanimous recommendation of the Special Committee, has determined that the Arrangement is in the best interests of Target and is fair to the Target Shareholders and accordingly has resolved unanimously to recommend to the Target Shareholders that they vote in favour of the Arrangement Resolution. The Target Board has unanimously approved the Arrangement pursuant to the Plan of Arrangement and the execution and performance of this Agreement.