Gifts to Charity. At any time following the Meeting at which the Special Resolution is passed and prior to the Effective Date, each Shareholder shall have the right directly or indirectly to gift any portion of its Subject Shares to various charities provided that such charities agree to the restrictions in Section 3.5 and the Purchaser is satisfied, acting reasonably, that such gift will not affect the ability of the Shareholders to vote such AA Shares in favour of the Special Resolution or the ability of the Purchaser to acquire such AA Shares pursuant to the Arrangement or the ability of the Purchaser to claim a tax bump as described in section 5.1(h) of the Arrangement Agreement. In the event of an Alternative Transaction, the Shareholders shall have a period of five (5) Business Days prior to the expiry time for tendering their Subject Shares to, directly or indirectly, gift any portion of its Subject Shares to various charities provided that such charities agree to the restrictions in Section 3.5 and provided that such gifting shall not materially and adversely affect the ability to cause the Alternative Transaction.
Gifts to Charity. Notwithstanding anything else contained herein, the Shareholders shall be entitled, after the Final Order issued and prior to the Effective Time, to donate to any “registered charity”, within the meaning of the Tax Act, up to an aggregate of 9.9% of its Company Shares, provided that: (a) Acquisitionco is satisfied, in its sole discretion, that any such gift will not adversely affect (i) Acquisitionco in connection with the Arrangement, (ii) the completion of the Arrangement, (iii) Acquisitionco’s ability to acquire Company Shares pursuant to the Arrangement, or (iv) Acquisitionco’s ability to avail itself of the Bump; (b) the donee registered charity agrees to be bound by this Agreement with respect to such transferred Company Shares; (c) the Shareholder shall cause the donee charity to comply with its obligations under this Agreement; and (d) prior to any such transfer, the donee charity has provided a representation to Acquisitionco in writing confirming that after the receipt of such donation, the donee charity would not be a “specified shareholder” of the Company for the purposes of paragraph 88(1)(c)(vi) of the Tax Act. If the foregoing accurately reflects the terms and conditions of our agreement, would you kindly indicate your acceptance hereof by signing, dating and returning to Symmetry and Acquisitionco the enclosed duplicate original of this Agreement by facsimile or otherwise. SYMMETRY HOLDINGS, INC. by /s/ Xxxxxxx Xx Xxxxxxxx Xxxxxxx Xx Xxxxxxxx Chief Executive Officer 632422 N.B. LTD. by /s/ Xxxxxxx Xx Xxxxxxxx Xxxxxxx Xx Xxxxxxxx President SHAREHOLDER’S ACCEPTANCE Irrevocably accepted and agreed this 21st day of June, 2007. SIGNED, SEALED & DELIVERED in the presence of: /s/ Xxxxxxxx X. Xxxxxx /s/ D. Xxxxx Xxxxx (seal) Witness D. Xxxxx Xxxxx
