Common use of Flip-in Event Clause in Contracts

Flip-in Event. (a) Subject to Sections 3.3 and 3.4 and subsections 5.1(b) and (c), if prior to the Expiration Time a Flip-in Event occurs, the Company shall take such action as shall be necessary to ensure and provide, within five Business Days of such occurrence or such longer period as may be required to satisfy the requirements of the Securities Act (Ontario) or comparable legislation of each of the provinces of Canada or the 1933 Securities Act, so that, except as provided below, each Right shall thereafter constitute the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Company having an aggregate Market Price on the date of occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 if after such date of occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding the foregoing, upon the occurrence of any Flip-in Event any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person Acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) in a transfer, whether or not for consideration, that the Board of Directors of the Company acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person) that has the purpose or affect of avoiding clause (i) of this subsection 3.2(b), become null and void and any holder of such Rights (including transferees) shall thereafter have no right to exercise such Rights under any provision of this Agreement. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clauses (i) or (ii) of subsection 3.2(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain or will be deemed to contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby shall be void in the circumstances specified in subsection 3.2(b) of the Rights Agreement. provided that the Rights Agent is not to be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but is required to impose such legend only if instructed to do so by the Company or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or an Affiliate or Associate thereof.

Flip-in Event. (a) Subject to Sections 3.3 and 3.4 and subsections 5.1(b3.1(b) and (c)5.1, if in the event that prior to the Expiration Time a Flip-in Event occurs, the Company shall take such action as shall be necessary to ensure and provide, within five Business Days of such occurrence or such longer period as may be required to satisfy the requirements of the Securities Act (Ontario) or comparable legislation of each of the provinces of Canada or the 1933 Securities Act, so that, except as provided below, each Right shall thereafter constitute the right to purchase from the CompanyCorporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Company Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 if in the event that, after such date of occurrence consummation or occurrence, an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding anything in this Agreement to the foregoingcontrary, upon the occurrence of any Flip-in Event Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or and the Stock Acquisition Date Date, or which may thereafter be Beneficially Owned, by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any other Person Acting acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring such other Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) thereon in a transfer, whether or not for consideration, that transfer of Rights occurring subsequent to the Board of Directors of the Company acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person) that has the purpose or affect of avoiding clause (i) of this subsection 3.2(b), becoming such; shall become null and void without any further action and any holder of such Rights (including transfereesany transferee of, or other successor entitled to, such Rights, whether directly or indirectly) shall thereafter have no right to exercise such Rights under any provisions of this Agreement and further shall thereafter not have any rights whatsoever with respect to such Rights, whether under any provision of this AgreementAgreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this Subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this Subsection 3.1(b) and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clauses (iof subclauses 3.1(b)(i) or (ii) of subsection 3.2(b3.1(b)(ii) or transferred to any nominee Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate Certificate, referred to in this sentence, shall contain or will be deemed to contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby shall be void in the circumstances specified in subsection 3.2(bSubsection 3.1(b) of the Rights Agreement. provided that the .” The Rights Agent is shall not to be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but is shall be required to impose such legend only if instructed to do so by the Company Corporation or if a holder fails to certify upon transfer or exchange in the space provided on to do so. (d) After the Separation Time, the Corporation shall do all such acts and things necessary and within its power to ensure compliance with the provisions of this Section 3.1 including, without limitation, all such acts and things as may be required to satisfy the requirements of the BCBCA, the Securities Act (British Columbia) and the securities laws or comparable legislation in each of the provinces of Canada and in any other jurisdiction where the Corporation is subject to such laws and the rules of the stock exchanges where the Common Shares are listed at such time in respect of the issue of Common Shares upon the exercise of Rights Certificate that such holder is not an Acquiring Person or an Affiliate or Associate thereofin accordance with this Agreement.

Flip-in Event. (a) Subject to Sections 3.3 and 3.4 and subsection 3.1(b), subsections 5.1(b) and (c)5.1(c) hereof, if in the event that prior to the Expiration Time a Flip-in Event occursshall occur, the Company shall take such action as shall be necessary to ensure and provide, within five 10 Business Days of such occurrence or such longer period as may be required to satisfy the requirements of the Securities Act (Ontario) securities acts or comparable legislation of each of the provinces Provinces and Territories of Canada or the 1933 Securities Act, so thatthen, except as provided below, : (i) each Right shall thereafter constitute the right to purchase from the Company, Company upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Company having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 if in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred occurred); (ii) in the event that there are insufficient authorized but unissued Shares to permit each holder of a Right (other than an Acquiring Person or a transferee of the kind described in paragraph 3.1(b)(ii) to purchase from the Company that number of Common Shares per Right provided for in paragraph 3.1(a)(i), then until such time as holders of Common Shares approve an increase in the Company’s authorized capital such that there are sufficient authorized but unissued Common Shares to permit each holder of a Right (other than an Acquiring Person or a transferee of the kind described in paragraph 3.1(b)(ii) to purchase from the Company that number of Common Shares per Right provided for in paragraph 3.1(a)(i), each whole Right shall constitute, effective at the Close of Business on the eighth Trading Day after the Stock Acquisition Date, the right to purchase from the Company, upon exercise thereof in accordance with respect the terms hereof, that number of Common Shares that is equal to one Common Share multiplied by the Adjustment Factor for an amount in cash equal to the Adjusted Exercise Price (such Common Sharesright to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after the consummation or occurrence or event, an event of a type analogous to any of the events described in Section 2.3 shall have occurred). (b) Notwithstanding the foregoing, upon the occurrence of any Flip-in Event Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person Acting acting jointly or in concert with an Acquiring Person or of any Associate or Affiliate of an Acquiring Person); or (ii) a transfereetransferee or other successor in title directly or indirectly (a “Transferee”) of Rights held by any Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming an Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, direct arrangement or indirect, scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) in a transfer), whether or not for consideration, that the Board of Directors of the Company acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person) that has the purpose or affect effect of avoiding clause (i) of this subsection 3.2(bparagraph 3.1(b)(i), ; shall become null and void and any holder of such Rights (including transfereesTransferees) shall thereafter have no right to exercise such Rights under any provision of this AgreementAgreement and shall not have thereafter any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clauses paragraphs (i) or (ii) of subsection 3.2(b3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain or will be deemed to contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person or a Transferee (as such terms are defined in the Rights Agreement) or acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby are void or shall be become void in the circumstances specified in subsection 3.2(b3.1(b) of the Rights Agreement. .” provided that the Rights Agent is shall not to be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but is by shall be required to impose such legend only if instructed to do so by the Company or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or an Affiliate or Associate thereofthereof or acting jointly or in concert with any of them.

Flip-in Event. (a) Subject to Sections 3.3 and 3.4 and subsections 3.1(b), 5.1(b), 5.1(c) and (c)5.1(d) hereof, if in the event that prior to the Expiration Time a Flip-in Event occursshall occur, the Company Corporation shall take such action as shall be necessary to ensure and provideprovide that, within five 10 Business Days of such occurrence thereafter or such longer period as may be required to satisfy the requirements of the Securities Act (Ontario) applicable securities acts or comparable legislation of each of the provinces of Canada or the 1933 Securities Act, so thatlegislation, except as provided below, each Right shall thereafter constitute the right to purchase from the CompanyCorporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Company having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 if in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding the foregoingforegoing or any other provisions of this Agreement, upon the occurrence of any Flip-in Event Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person Acting acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) in a transfertransfer made after the date hereof, whether or not for consideration, that the Board of Directors of the Company acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate Person acting jointly or Associate of in concert with an Acquiring Person) that has the purpose or affect effect of avoiding clause (i) of this subsection 3.2(b), 3.1(b): shall become null and void and any holder of such Rights (including transferees) shall thereafter have no right to exercise such Rights under any provision of this AgreementAgreement and shall not have any other rights whatsoever in respect of such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clauses clause (i) or (ii) of subsection 3.2(b3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain or will be deemed to contain the following legend: "The Rights represented by this Rights Certificate were issued to Beneficially Owned by a Person who was an Acquiring Person or an Affiliate was acting jointly or an Associate of an Acquiring Person in concert (as such terms are phrase is defined in the Rights Agreement) or acting jointly or in concert with any of theman Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall be become void in the circumstances specified in subsection 3.2(b3.1(b) of the Rights Agreement. provided ."; provided, however, that the Rights Agent is shall not to be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but is shall be required to impose such legend only if instructed to do so by the Company Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly or in concert with an Affiliate or Associate thereofAcquiring Person.

Flip-in Event. (a) Subject to Sections 3.3 Section 3.2 and 3.4 and subsections 5.1(bSubsections 5.1(d) and (c5.1(e), if in the event that prior to the Expiration Time a Flip-in Event occurs, the Company shall take such action as shall be necessary to ensure and provide, within five Business Days of such occurrence or such longer period as may be required to satisfy the requirements of the Securities Act (Ontario) or comparable legislation of each of the provinces of Canada or the 1933 Securities Act, so that, except as provided belowoccur, each Right shall thereafter constitute constitute, effective from and after the later of its date of issue and the Close of Business on the tenth day following the Stock Acquisition Date until the Expiration Time, the right to purchase from the CompanyCorporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Company having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 if in the event that, after such date of occurrence consummation or occurrence, an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding anything in this Agreement to the foregoingcontrary, upon the occurrence of any Flip-in Event Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or and the Stock Acquisition Date by (i) by an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person Acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) in a transfer, whether or not for consideration, that the Board of Directors of the Company acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person) that has the purpose or affect of avoiding clause (i) of this subsection 3.2(b), shall become null and void without any further action and any holder of such Rights (including transfereesany transferee of, or other successor in title to, such Rights, whether directly or indirectly) shall thereafter have no right to exercise such Rights under any provision of this AgreementAgreement and shall have no other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this Subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this Subsection 3.1(b) and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clauses (i) or (ii) After the Separation Time, the Corporation shall do all such acts and things as are necessary and within its power to ensure compliance with the provisions of subsection 3.2(b) or transferred this Section 3.1 including, without limitation, all such acts and things as may be required to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain or will be deemed to contain satisfy the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby shall be void in the circumstances specified in subsection 3.2(b) requirements of the Company Act in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement. provided that the Rights Agent is not to be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but is required to impose such legend only if instructed to do so by the Company or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or an Affiliate or Associate thereof.

Flip-in Event. (a) Subject to Sections 3.3 and 3.4 and subsections 5.1(b) and (c)Section 3.3, if in the event that prior to the Expiration Time Date a Flip-in In Event occursshall occur, the Company shall take such action as shall be necessary to ensure and provide, within five Business Days of such occurrence or such longer period as may be required to satisfy the requirements of the Securities Act (Ontario) or comparable legislation of each of and the provinces of Canada or the 1933 Securities Exchange Act, so that, except as provided below, each such Right shall thereafter constitute the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Company having an aggregate Market Price on the date of consummation or occurrence of such Flip-in In Event equal to twice the Exercise Price for an amount in cash equal to one-half the Exercise Price (such right Right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 if in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding the foregoing, upon the occurrence of any Flip-in Event In Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time Date or the Stock Acquisition Date by by (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person Acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) in a transfer, whether or not for consideration, that the Board of Directors of the Company acting in good faith has determined is part of a plan, arrangement arrangement, or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person) that has the purpose or affect effect of avoiding clause (i) of this subsection Subsection 3.2(b), shall become null and void and any holder of such Rights (including transferees) shall thereafter have no right to exercise such Rights under any provision of this Agreement. (c) Any Rights Certificate issued pursuant to Section 2.2 that represents Rights Beneficially Owned by a an Acquiring Person described in either clauses (i) and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or (ii) of subsection 3.2(b) any Affiliate or transferred Associate thereof or to any nominee of any such Acquiring Person, Affiliate or Associate, and any Rights Certificate issued upon transfer, exchange, replacement replacement, or adjustment of any other Rights Certificate referred to in this sentence, shall contain or will be deemed to contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who that was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or acting jointly or in concert with any of them). This Rights Certificate and the Rights represented hereby shall be may become void in the circumstances specified in subsection Subsection 3.2(b) of the Rights Agreement. provided that Provided that, the Rights Agent is shall not to be under any responsibility to ascertain the existence of facts that would require the imposition of such legend legend, but is shall be required to impose such legend only if instructed to do so by the Company or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or an Affiliate or Associate thereof; provided further, however, that the absence of such legend on any Rights Certificate shall not be deemed dispositive of whether the holder thereof is an Acquiring Person.

Flip-in Event. (a) Subject to Sections 3.3 and 3.4 subsections 3.1(b), 3.1(d), Section 3.2, and subsections 5.1(b), 5.1(c) and (c5.l(d), if in the event that, prior to the Expiration Time Time, a Flip-in Event occursshall occur, the Company Corporation shall take such action as shall be necessary to ensure and provide, within five ten (10) Business Days of such occurrence or such longer period as may be required to satisfy the requirements of the Securities Act (Ontario) or comparable legislation of each of the provinces of Canada or the 1933 Securities Act), so that, except as provided below, each Right shall thereafter constitute the right to purchase from the Company, Corporation upon exercise thereof in accordance with the terms hereof, hereof that number of Common Shares of the Company having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right Right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 if in the event that, after such date of occurrence consummation or occurrence, an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Sharesoccurred). (b) Notwithstanding the foregoing, upon the occurrence of any Flip-in Event Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person Acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or of any Associate or Affiliate of an Acquiring Person); or (ii) a transferee or other successor in title directly or indirectly (a transfer, whether or not for consideration, that the Board “Transferee”) of Directors of the Company acting in good faith has determined is part of a plan, arrangement or scheme of Rights held by an Acquiring Person (or any Affiliate or Associate of an Acquiring, Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) that has who becomes a Transferee concurrently with or subsequent to the purpose or affect of avoiding clause (i) of this subsection 3.2(b), Acquiring Person becoming an Acquiring Person shall become null and void and any holder of such Rights (including transfereesTransferees) shall thereafter have no right to exercise such Rights under any provision of this AgreementAgreement and shall not have thereafter any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clauses subclauses (i) or (ii) of subsection 3.2(b3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain or will be deemed to contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person or a Transferee (as such terms are defined in the Rights Agreement) or acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby shall be become void in the circumstances specified in subsection 3.2(b3.1(b) of the Rights Agreement. .” provided that the Rights Agent is shall not to be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but is shall be required to impose such legend only if instructed to do so by the Company Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or an Affiliate or Associate thereof. (d) If, upon the occurrence of a Flip-In Event, the aggregate number of Common Shares issuable upon the exercise of all Rights then outstanding would exceed the aggregate number of Common Shares that the Corporation is then authorized to issue pursuant to its constating documents, the number of Common Shares acquirable pursuant to each Right shall, notwithstanding subsection 3.1(a), be reduced pro rata to the extent necessary such that the aggregate number of Common Shares issuable upon the exercise of all outstanding Rights does not then exceed the aggregate number of Common Shares that the Corporation is then authorized to issue pursuant to its constating documents provided that, any such pro rata reduction will not affect the Exercise Price or any other term of this Agreement relating to the Rights.

Flip-in Event. (a) Subject to Sections 3.3 Section 3.2 and 3.4 and subsections 5.1(bSubsections 5.1(d) and (c5.1(e), if in the event that prior to the Expiration Time a Flip-in Event occurs, the Company shall take such action as shall be necessary to ensure and provide, within five Business Days of such occurrence or such longer period as may be required to satisfy the requirements of the Securities Act (Ontario) or comparable legislation of each of the provinces of Canada or the 1933 Securities Act, so that, except as provided below, each Right shall thereafter constitute constitute, effective from and after the Close of Business on the tenth day following the Stock Acquisition Date, the right to purchase from the CompanyCorporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Company Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 if in the event that, after such date of occurrence consummation or occurrence, an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding anything in this Agreement to the foregoingcontrary, upon the occurrence of any Flip-in Event Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or and the Stock Acquisition Date by (i) by an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person Acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) in a transfer, whether or not for consideration, that the Board of Directors of the Company acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person) that has the purpose or affect of avoiding clause (i) of this subsection 3.2(b), shall become null and void without any further action and any holder of such Rights (including transfereesany transferee of, or other successor in title to, such Rights, whether directly or indirectly) shall thereafter have no right to exercise such Rights under any provision of this AgreementAgreement and shall have no other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this Subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this Subsection 3.1(b) and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clauses (i) or (ii) After the Separation Time, the Corporation shall do all such acts and things as are necessary and within its power to ensure compliance with the provisions of subsection 3.2(b) or transferred this Section 3.1 including, without limitation, all such acts and things as may be required to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain or will be deemed to contain satisfy the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby shall be void in the circumstances specified in subsection 3.2(b) requirements of the Company Act in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement. provided that the Rights Agent is not to be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but is required to impose such legend only if instructed to do so by the Company or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or an Affiliate or Associate thereof.

Flip-in Event. (a) Subject to Sections 3.3 and 3.4 and subsections 5.1(b3.1(b) and (c)5.1, if in the event that prior to the Expiration Time a Flip-in Event occurs, the Company shall take such action as shall be necessary to ensure and provide, within five Business Days of such occurrence or such longer period as may be required to satisfy the requirements of the Securities Act (Ontario) or comparable legislation of each of the provinces of Canada or the 1933 Securities Act, so that, except as provided below, each Right shall thereafter constitute the right to purchase from the CompanyCorporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Company Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 if in the event that, after such date of occurrence consummation or occurrence, an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding anything in this Agreement to the foregoingcontrary, upon the occurrence of any Flip-in Event Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or and the Stock Acquisition Date Date, or which may thereafter be Beneficially Owned, by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any other Person Acting acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring such other Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) thereon in a transfer, whether or not for consideration, that transfer of Rights occurring subsequent to the Board of Directors of the Company acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person) that has the purpose or affect of avoiding clause (i) of this subsection 3.2(b), becoming such; shall become null and void without any further action and any holder of such Rights (including transfereesany transferee of, or other successor entitled to, such Rights, whether directly or indirectly) shall thereafter have no right to exercise such Rights under any provisions of this Agreement and further shall thereafter not have any rights whatsoever with respect to such Rights, whether under any provision of this AgreementAgreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this Subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this Subsection 3.1(b) and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clauses (iof subclauses 3.1(b)(i) or (ii) of subsection 3.2(b3.1(b)(ii) or transferred to any nominee Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate Certificate, referred to in this sentence, shall contain or will be deemed to contain the following legend: "The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby shall be void in the circumstances specified in subsection 3.2(bSubsection 3.1(b) of the Rights Agreement. provided that the ." The Rights Agent is shall not to be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but is shall be required to impose such legend only if instructed to do so by the Company Corporation or if a holder fails to certify upon transfer or exchange in the space provided on to do so. (d) After the Separation Time, the Corporation shall do all such acts and things necessary and within its power to ensure compliance with the provisions of this Section 3.1 including, without limitation, all such acts and things as may be required to satisfy the requirements of the Company Act, the Securities Act (British Columbia) and the securities laws or comparable legislation in each of the provinces of Canada and in any other jurisdiction where the Corporation is subject to such laws and the rules of the stock exchanges where the Common Shares are listed at such time in respect of the issue of Common Shares upon the exercise of Rights Certificate that such holder is not an Acquiring Person or an Affiliate or Associate thereofin accordance with this Agreement.

Flip-in Event. (a) Subject to Sections 3.3 and 3.4 and subsections 5.1(bsubsection 3.1(b) and (c)Section 5.1 hereof, if in the event that prior to the Expiration Time a Flip-in Event occurs, the Company shall take such action as shall be necessary to ensure and provide, within five Business Days of such occurrence or such longer period as may be required to satisfy the requirements of the Securities Act occur: (Ontarioi) or comparable legislation of each of the provinces of Canada or the 1933 Securities Act, so that, except as provided below, each Right shall thereafter constitute constitute, effective at the close of business on the 10th Business Day thereafter, the right to purchase from the Company, Corporation upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Company Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 if in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred occurred); (ii) in the event that there are insufficient authorized but unissued Shares to permit each holder of a Right (other than an Acquiring Person or a transferee of the kind described in paragraph 3.1(b)(ii)) to purchase from the Corporation that number of Common Shares per Right provided for in paragraph 3.1(a)(i), then until such time as holders of Common Shares approve an increase in the Corporation's authorized capital such that there are sufficient authorized but unissued Common Shares to permit each holder of a Right (other than an Acquiring Person or a transferee of the kind described in paragraph 3.1(b)(ii)) to purchase from the Corporation that number of Common Shares per Right provided for in paragraph 3.1(a)(i), each whole Right shall constitute, effective at the Close of Business on the eighth Trading Day after the Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with respect the terms hereof, that number of Common Shares that is equal to one Common Share multiplied by the Adjustment Factor for an amount in cash equal to the Adjusted Exercise Price (such Common Sharesright to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after the consummation or occurrence or event, an event of a type analogous to any of the events described in Section 2.3 shall have occurred). (b) Notwithstanding anything in this Agreement to the foregoingcontrary, upon the occurrence of any Flip-in Event Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person Acting acting jointly or in concert with an Acquiring Person or of any Associate or Affiliate of an Acquiring Person); or (ii) a transfereetransferee or other successor in title directly or indirectly (a "Transferee") of Rights held by any Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming an Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, direct arrangement or indirect, scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) in a transfer), whether or not for consideration, that the Board of Directors of the Company acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person) that has the purpose or affect effect of avoiding clause (i) of this subsection 3.2(bparagraph 3.1(b)(i), ; shall become null and void and any holder of such Rights (including transfereesTransferees) shall thereafter have no right to exercise such Rights under any provision of this AgreementAgreement and shall not have thereafter any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clauses paragraphs (i) or (ii) of subsection 3.2(b3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain or will be deemed to contain the following legend: "The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person or a Transferee (as such terms are defined in the Rights AgreementPlan) or acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby are void or shall be become void in the circumstances specified in subsection 3.2(b3.1(b) of the Rights Agreement. Plan." provided that the Rights Agent is shall not to be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but is shall be required to impose such legend only if instructed to do so by the Company Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or an Affiliate or Associate thereofthereof or acting jointly or in concert with any of them; (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1, including, without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (Yukon), the Canadian Securities Laws, the Exchange Act and the securities laws or comparable legislation in each of the provinces of Canada and each of the states of the Unites States in respect of the issue of shares upon the exercise of Rights in accordance with this Agreement.