Common use of Miscellaneous Negative Covenants Clause in Contracts

Miscellaneous Negative Covenants. The Company shall not, and (in respect of only subclauses (a), (e) and (f) below) shall cause all of its Subsidiaries not to, directly or indirectly, without the Investor’s written approval (such approval must not to be unreasonably withheld): (a) dispose, in a single transaction, or in a series of transactions, of all or substantially all of its assets unless such disposal is in the ordinary course of business; (b) cease to be a “reporting issuer” under Canadian Securities Laws; (c) de-list its Shares from the TSX, provided that this provision shall not prevent the Company from completing any transaction which would result in the Company ceasing to be listed on the TSX so long as the holders of Shares receive securities of an entity which is listed on a stock exchange in Canada or cash or the holders of the Shares have approved the transaction in accordance with the requirements of Canadian Securities Laws, US Securities Laws and corporate laws, subject to the Company’s compliance with its obligations in clause 10.11, if the Investor exercises its right in clause 10.11; (d) undertake any consolidation of its share capital unless such consolidation is required by the TSX; (e) reduce its paid-up or stated capital; (f) transfer the jurisdiction of incorporation of the Company or any of its Material Subsidiaries; or (g) enter into any agreement with respect to any of the matters referred to in paragraphs (a) – (f). In the event the Company proposes to take any action set out in paragraphs (a) to (g) above, the Company shall provide the Investor with at least ten (10) Business Days prior written notice regardless of whether the consent of the Investor is required in the circumstances.

Miscellaneous Negative Covenants. The Company shall not, and (in respect of only subclauses (a), (ef) and (fg) below) shall cause all of its Subsidiaries not to, directly or indirectly, without the Investor’s 's written approval (such approval must not to be unreasonably withheld):approval: (a) dispose, in a single transaction, or in a series of transactions, of all or substantially all of the consolidated assets of the Company and its assets Subsidiaries unless such disposal is in the ordinary course of businessbusiness or the entirety of the Amount Outstanding is repaid in full at the closing thereof; (b) cease to be a “"reporting issuer” " under any Canadian Securities Laws; (c) de-list its Shares from the TSX, provided that this provision shall not prevent the Company from completing any transaction which would result in the Company ceasing to be listed on the TSX so long as the holders of Shares receive securities of an entity which is listed on a the TSX (or, subject to the prior approval of the Investor, another recognized stock exchange in Canada exchange), or cash cash, or the holders of the Shares have approved the transaction in accordance with the requirements of Canadian Securities Laws, US Securities Laws and corporate laws, subject to the Company’s 's compliance with its obligations in clause 10.1110.8, if the Investor exercises its right in clause 10.1110.8; (d) undertake any consolidation of its share capital unless such consolidation is required by the TSX, unless such consolidation is immediately followed by a split using the same ratio as the consolidation; (e) list its Shares on any stock exchange other than TSX; (f) reduce its paid-up or stated capital; (fg) transfer the jurisdiction of incorporation of the Company or any of its Material Subsidiaries; (h) make a loan to any director, officer, insider or related party of the Company other than any of its Subsidiaries which loans to Subsidiaries are permitted; or (gi) enter into any agreement with respect to any of the matters referred to in paragraphs (a) – - (fh). In the event the Company proposes to take any action set out in paragraphs (a) to (gi) above, the Company shall provide the Investor with at least ten (10) Business Days prior written notice regardless of whether the consent of the Investor is required in the circumstances.

Miscellaneous Negative Covenants. The Company shall not, and (in respect of only subclauses (a), (ef) and (fg) below) shall cause all of its Subsidiaries not to, directly or indirectly, without the Investor’s 's written approval (such approval must not to be unreasonably withheld):approval: (a) dispose, in a single transaction, or in a series of transactions, of all or substantially all of the consolidated assets of the Company and its assets Subsidiaries unless such disposal is in the ordinary course of businessbusiness or the entirety of the Amount Outstanding is repaid in full at the closing thereof; (b) cease to be a “"reporting issuer” " under any Canadian Securities Laws; (c) de-list its Shares from the TSX, provided that this provision shall not prevent the Company from completing any transaction which would result in the Company ceasing to be listed on the TSX so long as the holders of Shares receive securities of an entity which is listed on a the TSX (or, subject to the prior approval of the Investor, another recognized stock exchange in Canada exchange), or cash cash, or the holders of the Shares have approved the transaction in accordance with the requirements of Canadian Securities Laws, US Securities Laws and corporate laws, subject to the Company’s 's compliance with its obligations in clause 10.1110.10, if the Investor exercises its right in clause 10.1110.10; (d) undertake any consolidation of its share capital unless such consolidation is required by the TSX; (e) list its Shares on any stock exchange other than TSX; (f) reduce its paid-up or stated capital; (fg) transfer the jurisdiction of incorporation of the Company or any of its Material Subsidiaries; or (gh) enter into any agreement with respect to any of the matters referred to in paragraphs (a) – (fg). In the event the Company proposes to take any action set out in paragraphs (a) to (gi) above, the Company shall provide the Investor with at least ten (10) Business Days prior written notice regardless of whether the consent of the Investor is required in the circumstances.

Miscellaneous Negative Covenants. The Company shall not, and (in respect of only subclauses (a), (e) and (f) below) shall cause all of its Subsidiaries not to, directly or indirectly, without the Investor’s written approval (such approval must not to be unreasonably withheld): (a) dispose, in a single transaction, or in a series of transactions, of all or substantially all of its assets unless such disposal is in the ordinary course of business; (b) cease to be a “reporting issuer” under Canadian Securities Laws; (c) de-list its Shares from the TSX, provided that this provision shall not prevent the Company from completing any transaction which would result in the Company ceasing to be listed on the TSX so long as the holders of Shares receive securities of an entity which is listed on a stock exchange in Canada or cash or the holders of the Shares have approved the transaction in accordance with the requirements of Canadian Securities Laws, US Securities Laws and corporate laws, subject to the Company’s compliance with its obligations in clause 10.1110.8, if the Investor exercises its right in clause 10.1110.8; (d) undertake any consolidation of its share capital unless such consolidation is required by the TSX; (e) reduce its paid-up or stated capital; (f) transfer the jurisdiction of incorporation of the Company or any of its Material Subsidiaries; or (g) enter into any agreement with respect to any of the matters referred to in paragraphs (a) – (f). In the event the Company proposes to take any action set out in paragraphs (a) to (g) above, the Company shall provide the Investor with at least ten (10) Business Days prior written notice regardless of whether the consent of the Investor is required in the circumstances.