Common use of in Event Clause in Contracts

in Event. (a) Subject to Subsection 3.1(b) and Sections 5.1 and 5.2, in the event that prior to the Expiration Time a Flip-in Event shall occur, each Right shall constitute, effective from and after the Close of Business on the tenth Trading Day following the Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares 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 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 anything in this Agreement to the contrary, upon the occurrence of a 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 with any Associate or Affiliate of an Acquiring Person); or (ii) a transferee or other successor-in-title, directly or indirectly, from an Acquiring Person (or from any Affiliate or Associate of an Acquiring Person, or any Person acting jointly or in concert with an Acquiring Person or with any Associate or Affiliate of an Acquiring Person) in a transfer of Rights, whether or not for consideration, that the Board of Directors has determined is part of a plan, understanding or scheme of an Acquiring Person (or of 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 the purpose or effect of avoiding the provisions of Clause 3.1(b)(i); shall become null and void without any further action and any holder of such Rights (including transferees or other successors-in-title) shall thereafter have no right to exercise or transfer such Rights under any provision of this Agreement 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 Section 3.1 and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either Clause 3.1(b)(i) or 3.1(b)(ii) 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 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 Person acting jointly or in concert with any of them (as such terms are defined in the Shareholder Protection Rights Agreement). This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in Subsection 3.1(b) of the Shareholder Protection Rights Agreement." provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the 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 a Person described in such legend. The issuance of a Rights Certificate without the legend referred to in this Subsection 3.1(c) shall be of no effect on the provisions of Subsection 3.1(b).

in Event. (a) Subject to Subsection 3.1(bsubsection 4.1(b) and Sections 5.1 subsections 6.1(b) and 5.2(c), in the event that if prior to the Expiration Time a Flip-in Event shall occur, each Right shall constitute, effective from on and after the Close later of Business its date of issue and the close of business on the tenth eighth Trading Day following the Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof payment of the Exercise Price and otherwise exercising such Right in accordance with the terms hereof, that number of Common Shares 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 adjustments provided for in Section 2.3 in section 3.2 upon each occurrence after the Stock Acquisition Date of any 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 Sharessection 3.2). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of a any Flip-in 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) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person, Person or any Person acting jointly or in concert with an Acquiring Person or with any Associate or Affiliate of an Acquiring Person); or (ii) a transferee or other successor-in-title, directly or indirectly, from an Acquiring Person (or from any Affiliate or Associate of an Acquiring Person); or (ii) a transferee or other successor in title, directly or any Person acting jointly or in concert with an Acquiring Person or with any Associate or Affiliate indirectly, (a "TRANSFEREE") of an Acquiring Person) in a transfer of Rights, whether or not for consideration, that the Board of Directors has determined is part of a plan, understanding or scheme of Rights held by an Acquiring Person (or of 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) who becomes a Transferee concurrently with or subsequent to the Acquiring Person becoming an Acquiring Person in a transfer that the Board of Directors has determined is part of a plan, arrangement or 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 Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding the provisions of Clause 3.1(b)(iclause 4.1(b)(i); , shall become null and void without any further action action, and any holder of such Rights (including transferees or other successors-in-titleany Transferee) thereafter shall thereafter not have no any right whatsoever to exercise or transfer such Rights under any provision of this Agreement and shall not have no any 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 Section 3.1 and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either Clause 3.1(b)(iclause 4.1(b)(i) or 3.1(b)(ii(ii) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other such Rights Certificate referred to in this sentenceCertificate, shall contain the following legend: "The Rights represented by this Rights Certificate were issued to Beneficially Owned by a Person who was an Acquiring Person, Person or who was an Affiliate or an Associate of an Acquiring Person, Person (as such terms are defined in the Rights Agreement) or a Person was acting jointly or in concert with any of them (as such terms are defined in the Shareholder Protection Rights Agreement)them. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in Subsection 3.1(bsection 4.1(b) of the Shareholder Protection Rights Agreement." providedNotwithstanding the foregoing, however, that the Rights Agent shall not be under any responsibility responsible to ascertain the existence of facts that would require the imposition inclusion of such legend on any Rights Certificate but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon a transfer or exchange of Rights, in the space provided therefor on the Rights Certificate Certificate, that such holder is not a an Acquiring Person described or an Affiliate or Associate thereof. (d) If there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such legend. The action as may be necessary to authorize additional Common Shares for issuance upon the exercise of a Rights Certificate without the legend referred to in this Subsection 3.1(cRights. (e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be of no effect on necessary and within its power to ensure compliance with the provisions of Subsection 3.1(b).this section 4.1 including, without limitation, all such acts and things as may be required to satisfy the requirements of the Securities Act (Ontario) or comparable legislation of any other applicable jurisdiction in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement. SE-19 202

in Event. (a) Subject to Subsection 3.1(b) and Sections 5.1 and 5.2, in the event that prior to the Expiration Time a Flip-in Event shall occur, each Right shall constitute, effective from and after the Close of Business on the tenth Trading Day following the Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares 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 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 anything in this Agreement to the contrary, upon the occurrence of a 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 an Affiliate or Associate of an Acquiring Person, or any Person acting jointly or in concert with an Acquiring Person or with any Associate or Affiliate of an Acquiring Person); or (ii) a transferee or other successor-in-title, directly or indirectly, from an Acquiring Person (or from any an Affiliate or Associate of an Acquiring Person, or any Person acting jointly or in concert with an Acquiring Person or with any Associate or Affiliate of an Acquiring Person) in a transfer of Rights, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, understanding or scheme of an Acquiring Person (or of any an Affiliate or Associate of an Acquiring Person Person, or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) that has the purpose or effect of avoiding the provisions of Clause 3.1(b)(i); shall become null and void without any further action and any holder of such Rights (including transferees or other successors-in-title) shall thereafter have no right to exercise or transfer such Rights under any provision of this Agreement 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 null and void under this Subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this Section 3.1 and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either Clause 3.1(b)(i) or 3.1(b)(ii) 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 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 Person acting jointly or in concert with any of them (as such terms are defined in the Shareholder Protection Rights Agreement). This Rights Certificate and the Rights represented hereby shall become null and void in the circumstances specified in Subsection 3.1(b) of the Shareholder Protection Rights Agreement." provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the 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 a Person described in such legend. The issuance of a Rights Certificate without the legend referred to in this Subsection 3.1(c) shall be of no effect on the provisions of Subsection 3.1(b).

in Event. (a) Subject to Subsection 3.1(bsubsection 4.1(b) and Sections 5.1 sections 6.1 and 5.26.2, in the event that if prior to the Expiration Time a Flip-in Event shall occur, each Right shall constitute, effective from on and after the Close later of Business its date of issue and the close of business on the tenth eighth Trading Day following the Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof payment of the Exercise Price and otherwise exercising such Right in accordance with the terms hereof, that number of Common Shares 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 adjustments provided for in Section 2.3 in section 3.2 upon each occurrence after the Stock Acquisition Date of any 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 Sharessection 3.2). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of a any Flip-in 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) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person, Person or any Person acting jointly or in concert with an Acquiring Person or with any Associate or Affiliate of an Acquiring Person); or (ii) a transferee or other successor-in-title, directly or indirectly, from an Acquiring Person (or from any Affiliate or Associate of an Acquiring Person); or (ii) a transferee or other successor in title, directly or any Person acting jointly or in concert with an Acquiring Person or with any Associate or Affiliate indirectly, (a "TRANSFEREE") of an Acquiring Person) in a transfer of Rights, whether or not for consideration, that the Board of Directors has determined is part of a plan, understanding or scheme of Rights held by an Acquiring Person (or of 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) who becomes a Transferee concurrently with or subsequent to the Acquiring Person becoming an Acquiring Person in a transfer that the Board of Directors has determined is part of a plan, arrangement or 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 Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding the provisions of Clause 3.1(b)(iclause 4.1(b)(i); , shall become null and void without any further action action, and any holder of such Rights (including transferees or other successors-in-titleany Transferee) thereafter shall thereafter not have no any right whatsoever to exercise or transfer such Rights under any provision of this Agreement and shall not have no any 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 Section 3.1 and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either Clause 3.1(b)(iclause 4.1(b)(i) or 3.1(b)(ii(ii) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other such Rights Certificate referred to in this sentenceCertificate, shall contain the following legend: "The Rights represented by this Rights Certificate were issued to Beneficially Owned by a Person who was an Acquiring Person, Person or who was an Affiliate or an Associate of an Acquiring Person, Person (as such terms are defined in the Rights Agreement) or a Person was acting jointly or in concert with any of them (as such terms are defined in the Shareholder Protection Rights Agreement)them. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in Subsection 3.1(bsection 4.1(b) of the Shareholder Protection Rights Agreement." providedNotwithstanding the foregoing, however, that the Rights Agent shall not be under any responsibility responsible to ascertain the existence of facts that would require the imposition inclusion of such legend on any Rights Certificate but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon a transfer or exchange of Rights, in the space provided therefor on the Rights Certificate Certificate, that such holder is not a an Acquiring Person described or an Affiliate or Associate thereof. (d) If there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such legend. The action as may be necessary to authorize additional Common Shares for issuance upon the exercise of a Rights Certificate without the legend referred to in this Subsection 3.1(cRights. (e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be of no effect on necessary and within its power to ensure compliance with the provisions of Subsection 3.1(b)this section 4.1 including, without limitation, all such acts and things as may be required to satisfy the requirements of the Securities Act (Ontario) or comparable legislation of any other applicable jurisdiction in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.

in Event. (a) Subject to Subsection subsection 3.1(b) and Sections 5.1 and section 5.2, in the event that prior to the Expiration Time a Flip-in Event shall occur, each Right shall constitute, effective from and after the Close later of Business its date of issue and at the close of business on the tenth Trading Day following after the Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares 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 section 2.3, without duplication, in the event that after such date of consummation or occurrence occurrence, an event of a type analogous to any of the events described in Section section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of a 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 Person, (or any Affiliate or Associate of an Acquiring Person, or any Person acting jointly or in concert with an Acquiring Person or with any Associate or Affiliate of an Acquiring Person); or (ii) a transferee or other successor-in-title, directly or indirectly, from an Acquiring Person (or from any Affiliate or Associate of an Acquiring Person, or any Person acting jointly or in concert with an Acquiring Person or with any Associate or Affiliate of an Acquiring Person) in a transfer of Rights, whether or not for consideration, that the Board of Directors has determined is part of a plan, understanding or scheme of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person); or (ii) a transferee or other successor in title, direct or indirect, 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 an Affiliate or Associate of an Acquiring Person) ), whether or not for consideration, in a transfer that the Board of Directors acting in good faith has determined is part of a plan, arrangement, understanding or 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 an Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding the provisions of Clause clause 3.1(b)(i); shall become null and void without any further action action, and any holder Holder of such Rights (including transferees or other successors-in-successor in title) shall thereafter have no right to exercise or transfer such Rights under any provision of this Agreement and further shall thereafter not have no any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder 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 subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this Section 3.1 subsection 3.1(b) and such Rights rights shall become be null and void. (c) 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, the Securities Act (Ontario) and the securities laws or comparable legislation of each of the provinces of Canada and of the United States and each of the states thereof in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement. (d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either Clause clause 3.1(b)(i) or 3.1(b)(ii(ii) 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 the following legend: "The Rights represented by this Rights Certificate were issued to Beneficially Owned by a Person who was an Acquiring Person, Person or who was an Affiliate or an Associate of an Acquiring Person, Person (as such terms are defined in the Rights Agreement) or a Person was acting jointly or in concert with any of them (as such terms are defined in the Shareholder Protection Rights Agreement)them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in Subsection subsection 3.1(b) of the Shareholder Protection Rights Agreement." . provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation in writing or if a holder Holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder Holder is not a Person described in such legend. The issuance of a Rights Certificate without the legend referred to in this Subsection 3.1(csubsection 3.1(d) shall be of no effect on the provisions of Subsection subsection 3.1(b).

in Event. (a) Subject to Subsection 3.1(bsubsection 4.1(b) and Sections 5.1 and 5.2section 6.1, in the event that if prior to the Expiration Time a Flip-in Event shall occuroccurs, each Right shall will constitute, effective from on and after the Close later of Business its date of issue and the close of business on the tenth Trading Day following the Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof payment of the relevant Exercise Price and otherwise exercising such Right in accordance with the terms hereof, that number of Common Shares (rounded down to the nearest whole number of Common Shares) 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 adjustments provided for in Section 2.3 in the event that section 3.2 if, after such date of consummation or occurrence occurrence, an event of a type analogous to any of the events described in Section 2.3 shall have section 3.2 has occurred with respect to such the Common SharesShare). (b) Notwithstanding anything in this Agreement agreement to the contrary, upon the occurrence of a any Flip-in 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: by (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person, Person or any Person acting jointly or in concert with an Acquiring Person or with any Associate or Affiliate of an Acquiring Person); or (ii) a transferee or other successor-in-title, directly or indirectly, from an Acquiring Person (or from any Affiliate or Associate of an Acquiring Person); or (ii) a transferee or other successor in title, directly or indirectly, (a "TRANSFEREE") 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 with any Affiliate or Associate or Affiliate of an Acquiring Person) in a transfer of Rights, whether or not for consideration, that the Board of Directors has determined is part of a plan, understanding arrangement or scheme of an Acquiring Person (or of 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 the purpose or effect of avoiding the provisions of Clause 3.1(b)(iclause (i); shall , will become null and void without any further action action, and any holder of such Rights (including transferees or other successors-in-titleany Transferee) shall thereafter will not have no any right whatsoever to exercise or transfer such Rights under and will not have thereafter any provision of this Agreement and shall have no other rights whatsoever with respect to such Rights, whether under any provision of this Agreement agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon on 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 subsection will be deemed to be an Acquiring Person for the purposes purpose of this Section 3.1 section 4.1 and such Rights shall become will be null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either Clause 3.1(b)(iclause (b)(i) or 3.1(b)(ii(ii) or transferred to any nominee of any such Person, and any Rights Certificate issued upon on transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall will contain the following legend: "THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON OR A PERSON ACTING JOINTLY OR IN CONCERT WITH ANY OF THEM (AS SUCH TERMS ARE DEFINED IN THE SHAREHOLDER RIGHTS PLAN AGREEMENT). THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED BY THIS CERTIFICATE WILL BE VOID IN THE CIRCUMSTANCES SPECIFIED IN SUBSECTION 4.1(b) OF THE SHAREHOLDER RIGHTS PLAN AGREEMENT. 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 Person acting jointly or in concert with any of them (as such terms are defined in the Shareholder Protection Rights Agreement). This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in Subsection 3.1(b) of the Shareholder Protection Rights Agreement." provided, however, that the Rights Agent shall will not be under any responsibility to ascertain the existence of facts that would require the imposition inclusion of such legend that legend, but shall will be required to impose such include the legend only if instructed to do so in writing by the Corporation in writing or if a holder fails to certify upon on transfer or exchange in the space provided on the Rights Certificate that such holder it is not a an Acquiring Person described or other Person referred to in such the legend. The issuance of a Rights Certificate without the legend referred to in this Subsection 3.1(csubsection will not affect the application of subsection (b). (d) shall From and after the Separation Time, the Corporation will do all such acts and things as will be of no effect on necessary and within its power to ensure compliance with the provisions of Subsection 3.1(b)this section 4.1, including all such acts and things as may be required to satisfy the requirements of the Corporations Act and the Securities Act or comparable legislation of any other applicable jurisdiction and the rules of any stock exchange where the Common Shares may then be listed or traded in respect of the issuance of Common Shares upon the exercise of Rights in accordance with this agreement. (e) Notwithstanding any other provision of this agreement, any Rights held by the Corporation or any of its Subsidiaries will be void.

in Event. (a) Subject to Subsection 3.1(bthe provisions of Section 2.2 and subsections 5.1(b), (c) and Sections 5.1 (d) hereof and 5.2except as provided below, in the event that if prior to the Expiration Time a Flip-in Event shall occur, each Right shall thereafter constitute, effective from and after at the Close of Business on the tenth Trading Business Day following after the relevant Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the 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 hereof in the event that that, after such date of consummation or occurrence occurrence, an event of a type analogous to any of the events described in Section 2.3 hereof shall have occurred with respect to such Common Shares). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of a Flip-in 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) 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 with any an Affiliate or Associate or Affiliate of an Acquiring Person); or (ii) a direct or indirect transferee of, or other successor-in-titlesuccessor in title to, directly such Rights (a "Transferee"), who becomes a Transferee concurrently with or indirectly, from an subsequent to the Acquiring Person (or from any Affiliate or Associate of becoming an Acquiring Person, or any Person acting jointly or in concert with an Acquiring Person or with any Associate or Affiliate of an Acquiring Person) in a transfer of Rightstransfer, whether or not for consideration, that the Board of Directors has determined is part of a plan, understanding or scheme of an Acquiring Person (or of any an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any an Affiliate or Associate of an Acquiring Person) that has the purpose or effect of avoiding the provisions of Clause 3.1(b)(i); shall become null and void without any further action and any holder of such Rights (including transferees or other successors-in-title) shall thereafter have no right to exercise or transfer such Rights under any provision of this Agreement 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 Section 3.1 and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either Clause 3.1(b)(i) or 3.1(b)(ii) 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 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 Person acting jointly or in concert with any of them (as such terms are defined in the Shareholder Protection Rights Agreement). This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in Subsection 3.1(b) of the Shareholder Protection Rights Agreement." provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the 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 a Person described in such legend. The issuance of a Rights Certificate without the legend referred to in this Subsection 3.1(c) shall be of no effect on the provisions of Subsection 3.1(b).subsection 3.1

in Event. (a) Subject to Subsection 3.1(bthe provisions of Section 2.2 and subsections 5.1(b), (c) and Sections 5.1 (d) hereof and 5.2except as provided below, in the event that if prior to the Expiration Time a Flip-in Event shall occur, each Right shall thereafter constitute, effective from and after at the Close of Business on the tenth Trading Business Day following after the relevant Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the 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 hereof in the event that that, after such date of consummation or occurrence occurrence, an event of a type analogous to any of the events described in Section 2.3 hereof shall have occurred with respect to such Common Shares). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of a Flip-in 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) 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 with any an Affiliate or Associate or Affiliate of an Acquiring Person); or (ii) a direct or indirect transferee of, or other successor-in-titlesuccessor in title to, directly such Rights (a "Transferee"), who becomes a Transferee concurrently with or indirectly, from an subsequent to the Acquiring Person (or from any Affiliate or Associate of becoming an Acquiring Person, or any Person acting jointly or in concert with an Acquiring Person or with any Associate or Affiliate of an Acquiring Person) in a transfer of Rightstransfer, whether or not for consideration, that the Board of Directors has determined is part of a plan, understanding or scheme of an Acquiring Person (or of any an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any an Affiliate or Associate of an Acquiring Person) that has the purpose or effect of avoiding the provisions of Clause 3.1(b)(i)this subsection 3.1(b) applicable in the circumstances contemplated in clause (i) hereof; shall thereupon become null and be void without any further action and any holder of such Rights (including transferees or other successors-in-titleany Transferee) shall thereafter have no right to exercise or transfer such Rights under any provision of this Agreement 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 Agent, or any Co-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 subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this Section 3.1 subsection 3.1(b) and such Rights rights shall become be null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either Clause 3.1(b)(iclauses (i) or 3.1(b)(ii(ii) of subsection 3.1(b) hereof or transferred to any nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, exchange or replacement or adjustment of any other Rights Certificate referred to in this sentence, sentence shall contain the following legend: "The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person, Person or an Affiliate or an Associate of an Acquiring Person, Person (as such terms are defined in the Rights Agreement) or a Person was acting jointly or in concert with any of them (as such terms are defined in the Shareholder Protection Rights Agreement)them. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in Subsection subsection 3.1(b) of the Shareholder Protection Rights Agreement." providedPROVIDED, howeverHOWEVER, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the 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 a an Acquiring Person described or an Affiliate or Associate thereof or acting jointly or in such legendconcert with any of them. The issuance of a Rights Certificate without the legend referred to in this Subsection 3.1(c) subsection shall be of no effect on the provisions of Subsection 3.1(b)this subsection.