Common use of Offering to Shareholders Clause in Contracts

Offering to Shareholders. If and whenever at any time prior to the Time of Expiry the Corporation shall fix a record date or if a date is otherwise established (any such date being hereinafter referred to in this subsection 2(i) as the "record date") for the issuance of rights, options or warrants to all or substantially all the holders of the outstanding Shares of the Corporation entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Shares of the Corporation or securities convertible into or exchangeable for Shares at a price per share or, as the case may be, having a conversion or exchange price per share less than 95% of the Fair Market Value (as hereinafter defined) on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Shares outstanding on such record date plus a number equal to the number arrived at by dividing the aggregate price of the total number of additional Shares offered for subscription or purchase or, as the case may be, the aggregate conversion or exchange price of the convertible or exchangeable securities so offered by the Fair Market Value, and of which the denominator shall be the total number of Shares outstanding on such record date plus the total number of additional Shares so offered (or into which the convertible or exchangeable securities so offered are convertible or exchangeable); Shares owned by or held for the account of the Corporation or any subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any rights or warrants are not so issued or any such rights or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Shares or conversion or exchange rights contained in convertible or exchangeable securities actually issued upon the exercise of such rights or warrants, as the case may be.

Offering to Shareholders. If and whenever at any time prior to the Time of Expiry Expiry, the Corporation Company shall fix a record date or if a date of entitlement to receive is otherwise established (any such date being hereinafter referred to in this subsection 2(iSubsection 1(h) as the "record date") for the issuance of rights, options or warrants to all or substantially all the holders or the outstanding common shares of the outstanding Shares of the Corporation Company entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Shares common shares of the Corporation Company or securities convertible into or exchangeable for Shares common shares at a price per share or, as the case may be, having a conversion or exchange price per share less than 95% of the Fair Market Value (as hereinafter defined) on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Shares common shares outstanding on such record date plus a number equal to the number arrived at by dividing the aggregate subscription or purchase price of the total number of additional Shares common shares offered for subscription or purchase or, as the case may be, the aggregate conversion or exchange price of the convertible or exchangeable securities so offered by the such Fair Market Value, and of which the denominator shall be the total number of Shares common shares outstanding on such record date plus the total number of additional Shares common shares so offered (or into which the convertible or exchangeable securities so offered are convertible or exchangeable); Shares common shares owned by or held for the account of the Corporation Company or any subsidiary of the Corporation Company shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any rights or warrants are not so issued or any such rights or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Shares common shares or conversion or exchange rights contained in convertible or exchangeable securities actually issued upon the exercise of such rights or warrants, as the case may be.

Offering to Shareholders. If and whenever at any time prior to the Time of Expiry Termination Date, the Corporation Company shall fix a record date or if a date of entitlement to receive is otherwise established (any such date being hereinafter referred to in this subsection 2(i) Section 8 as the "“record date"”) for the issuance of rights, options or warrants or other property to all or substantially all the holders of the outstanding Shares shares of the Corporation Common Stock, entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Shares shares of the Corporation Common Stock or securities convertible into or exchangeable for Shares shares of Common Stock at a price per share or, as the case may be, having a conversion or exchange price per share less than 95% of the Fair Market Value Price (as hereinafter defineddefined above, with the Valuation Date being the record date) on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which (a) the numerator shall be (i) the total number of Shares shares of Common Stock outstanding on such record date plus (ii) a number equal to the number arrived at by dividing (A) the aggregate subscription or purchase price of the total number of additional Shares shares of Common Stock offered for subscription or purchase or, as the case may be, the aggregate conversion or exchange price of the convertible or exchangeable securities so offered by the Fair (B) such Market ValuePrice, and of which (b) the denominator shall be the (i) total number of Shares shares of Common Stock outstanding on such record date plus (ii) the total number of additional Shares shares of Common Stock so offered (or into which the convertible or exchangeable securities so offered are convertible or exchangeable); Shares shares of Common Stock owned by or held for the account of the Corporation Company or any subsidiary of the Corporation Company shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any rights or warrants are not so issued or any such rights or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Shares shares of Common Stock or conversion or exchange rights contained in convertible or exchangeable securities actually issued upon the exercise of such rights or warrants, as the case may be.

Offering to Shareholders. If and whenever at any time after November 26, 2003 and prior to the Time of Expiry Expiry, the Corporation Issuer shall fix a record date or if a date of entitlement to receive is otherwise established (any such date being hereinafter referred to in this subsection 2(i1(h) as the "record date") for the issuance of rights, options or warrants to all or substantially all the holders of or the outstanding Common Shares of the Corporation entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares of the Corporation or securities convertible into or exchangeable for Common Shares at a price per share or, as the case may be, having a conversion or exchange price per share less than 95% of the Fair Market Value (as hereinafter defined) on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number equal to the number arrived at by dividing the aggregate subscription or purchase price of the total number of additional Common Shares offered for subscription or purchase or, as the case may be, the aggregate conversion or exchange price of the convertible or exchangeable securities so offered by the such Fair Market Value, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares so offered (or into which the convertible or exchangeable securities so offered are convertible or exchangeable); Common Shares owned by or held for the account of the Corporation Issuer or any subsidiary of the Corporation Issuer shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any rights or warrants are not so issued or any such rights or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Common Shares or conversion or exchange rights contained in convertible or exchangeable securities actually issued upon the exercise of such rights or warrants, as the case may be.

Offering to Shareholders. If and whenever at any time after March 23, 2004 and prior to the Time of Expiry Expiry, the Corporation shall fix a record date or if a date of entitlement to receive is otherwise established (any such date being hereinafter referred to in this subsection 2(i1(h) as the "record date") for the issuance of rights, options or warrants to all or substantially all the holders of the outstanding Common Shares of the Corporation entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares of the Corporation or securities convertible into or exchangeable for Common Shares at a price per share or, as the case may be, having a conversion or exchange price per share less than 95% of the Fair Market Value (as hereinafter defined) on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number equal to the number arrived at by dividing the aggregate subscription or purchase price of the total number of additional Common Shares offered for subscription or purchase or, as the case may be, the aggregate conversion or exchange price of the convertible or exchangeable securities so offered by the such Fair Market Value, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares so offered (or into which the convertible or exchangeable securities so offered are convertible or exchangeable); Common Shares owned by or held for the account of the Corporation or any subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any rights or warrants are not so issued or any such rights or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Common Shares or conversion or exchange rights contained in convertible or exchangeable securities actually issued upon the exercise of such rights or warrants, as the case may be. In any case in which this section requires that an adjustment be made to the Exercise Price, no such adjustment shall be made if the Holder of the outstanding Compensation Warrants receives the rights, options or warrants referred to in this section in such kind and number as the Holder would have received if the Holder had been a holder of Common Shares on the applicable record date by virtue of the Holder's outstanding Compensation Warrants having then been exercised into Compensation Warrant Shares at the Exercise Price in effect on the applicable record date or effective date, as the case may be. Any such issuance of share, rights, options, or warrants will be subject to regulatory approval.

Offering to Shareholders. If and whenever at any time prior to the Time of Expiry Expiry, the Corporation shall fix a record date or if a date of entitlement to receive is otherwise established (any such date being hereinafter referred to in this subsection 2(iSection 1(h) as the "“record date"”) for the issuance of rights, options or warrants to all or substantially all the holders of or the outstanding Common Shares of the Corporation entitling them, for a period expiring not more than 45 forty-five (45) days after such record date, to subscribe for or purchase Common Shares of the Corporation or securities convertible into or exchangeable for Common Shares at a price per share or, as the case may be, having a conversion or exchange price per share less than ninety-five percent (95% %) of the Fair Market Value (as hereinafter defined) on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number equal to the number arrived at by dividing the aggregate subscription or purchase price of the total number of additional Common Shares offered for subscription or purchase or, as the case may be, the aggregate conversion or exchange price of the convertible or exchangeable securities so offered by the such Fair Market Value, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares so offered (or into which the convertible or exchangeable securities so offered are convertible or exchangeable); Common Shares owned by or held for the account of the Corporation or any subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any rights or warrants are not so issued or any such rights or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Common Shares or conversion or exchange rights contained in convertible or exchangeable securities actually issued upon the exercise of such rights or warrants, as the case may be.

Offering to Shareholders. If and whenever at any time prior to the Time of Expiry ------------------------ Expiry, the Corporation shall fix a record date or if a date of entitlement to receive is otherwise established (any such date being hereinafter referred to in this subsection 2(iSubsection 1(h) as the "record date") for the issuance of rights, options or warrants to all or substantially all the holders of the outstanding Common Shares of the Corporation entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares of the Corporation or securities convertible into or exchangeable for Common Shares at a price per share or, as the case may be, having a conversion or exchange price per share less than 9590% of the Fair Market Value (as hereinafter defined) on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number equal to the number arrived at by dividing the aggregate subscription or purchase price of the total number of additional Common Shares offered for subscription or purchase or, as the case may bemaybe, the aggregate conversion or exchange price of the convertible or exchangeable securities so offered by the such Fair Market Value, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares so offered (or into which the convertible or exchangeable securities so offered are convertible or exchangeable); Common Shares owned by or held for the account of the Corporation or any subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; and to the extent that any rights or warrants are not so issued or any such rights or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Common Shares or conversion or exchange rights contained in convertible or exchangeable securities actually issued upon the exercise of such rights or warrants, as the case may be.

Offering to Shareholders. If and whenever at any time If, prior to the Time of Expiry on the Corporation Expiry Date, the Company shall fix a record date or if a date of entitlement to receive is otherwise established (any such date being hereinafter referred to in this subsection 2(iparagraph 1(h) as the "“record date"”) for the issuance of rights, options or warrants to all or substantially all the holders of the outstanding Common Shares of the Corporation entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares of the Corporation or securities convertible into or exchangeable for Common Shares at a price per share or, as the case may be, having a conversion or exchange price per share less than 95% of the Fair Current Market Value (as hereinafter defined) Price on such record datedate (any such event being hereinafter referred to as a “Rights Offering”), the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, : (i) the numerator of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number equal to the number arrived at by dividing the aggregate subscription or purchase price of the total number of additional Common Shares offered for subscription or purchase or, as the case may be, the aggregate conversion or exchange price of the convertible or exchangeable securities so offered by such Current Market Price; and (ii) the Fair Market Value, and denominator of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares so offered (or or, as the case may be, into which the convertible or exchangeable securities so offered are convertible or exchangeable); . Common Shares owned by or held for the account of the Corporation Company or any subsidiary of the Corporation Company shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to . To the extent that any rights or warrants are not so issued or any such rights or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Common Shares or conversion or exchange rights contained in convertible or exchangeable securities actually issued upon the exercise of such rights or warrants, as the case may be.

Offering to Shareholders. If and whenever at any time prior to after the Time of Expiry date hereof the Corporation shall fix Company fixes a record date or if a date is otherwise established (any such date being hereinafter referred to in this subsection 2(i) as the "record date") for the issuance issue of rights, options or warrants to the holders of all or substantially all of its outstanding common shares under which such holders are entitled to subscribe for or purchase common shares or securities exchangeable for or convertible into common shares where: (i) the holders of right to subscribe for or purchase common shares, or the outstanding Shares of the Corporation entitling themright to exchange securities for or convert securities into common shares, for a period expiring expires not more than 45 days after the date of such issue (the period from the record date, date to subscribe the date of expiry being herein in this Section 2.1 called the “Rights Period”); and (ii) the cost per common share during the Rights Period (inclusive of any cost of acquisition of securities exchangeable for or purchase Shares of the Corporation or securities convertible into or exchangeable common shares in addition to any direct cost of Shares) (for Shares at a price per share or, as the case may be, having a conversion or exchange price per share purposes of this Section 2.1 called the “Per Share Cost”) is less than 95% of the Fair Current Market Value Price (as hereinafter defineddefined below) of the common shares on such the record date, (any of such events being called a “Rights Offering”), then the Exercise Price shall will be adjusted effective immediately after such record date so that it shall equal the end of the Rights Period to a price determined by multiplying the Exercise Price in effect on such record date immediately prior to the end of the Rights Period by a fraction, : (A) the numerator of which is the numerator shall be aggregate of: (a) the total number of Shares common shares outstanding on such as of the record date plus for the Rights Offering; and (b) a number determined by dividing the product of the Per Share Cost and: (i) where the event giving rise to the application of this section 2.1 was the issue of rights, options or warrants to the holders of common shares under which such holders are entitled to subscribe for or purchase additional common shares, the number of common shares so subscribed for or purchased during the Rights Period, or (ii) where the event giving rise to the application of this section 2.1 was the issue of rights, options or warrants to the holders of common shares under which such holders are entitled to subscribe for or purchase securities exchangeable for or convertible into common shares, the number of common shares for which those securities so subscribed for or purchased during the Rights Period could have been exchanged or into which they could have been converted during the Rights Period, by the price per share equal to the number arrived weighted average price at by dividing which the aggregate price common shares of the total Company have traded in board lots on the Toronto Stock Exchange (“TSX”) or, if the common shares of the Company are not then listed on the TSX, on such stock exchange on which such shares are listed as may be selected by action of the directors of the Company for such purpose or, if not listed on any stock exchange, in the over-the-counter market, during a period of 30 consecutive trading days commencing not more than 45 trading days before such date and ending not less than three trading days before the applicable record date (the “Current Market Price”) as of the record date for the Rights Offering; and (B) the denominator of which is: (a) in the case described in subparagraph 2.1(A)(b)(i), the number of additional Shares offered for subscription or purchase common shares outstanding, or (b) in the case described in subparagraph 2.1(A)(b)(ii), the number of common shares that would be outstanding if all the common shares described in subparagraph 2.1(A)(b)(ii) had been issued, as at the case may be, the aggregate conversion or exchange price end of the convertible or exchangeable securities so offered by the Fair Market Value, and of which the denominator shall be the total number of Shares outstanding on such record date plus the total number of additional Shares so offered (or into which the convertible or exchangeable securities so offered are convertible or exchangeable); Shares owned by or held for the account of the Corporation or any subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment Rights Period. Such adjustments shall be made successively whenever such a record date is fixed; to the extent that any rights or warrants are not so issued or any such rights or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Shares common shares or conversion or exchange rights contained in convertible or exchangeable securities actually issued upon the exercise of such rights or warrants, as the in case may be.

Offering to Shareholders. If and whenever at any time prior to the Time of Expiry Expiry, the Corporation shall fix a record date or if a date of entitlement to receive is otherwise established (any such date being hereinafter referred to in this subsection 2(i1(h) as the "“record date"”) for the issuance of rights, options or warrants to all or substantially all the holders of the outstanding Common Shares of the Corporation entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares of the Corporation or securities convertible into or exchangeable for Common Shares at a price per share or, as the case may be, having a conversion or exchange price per share less than 95% of the Fair Market Value (as hereinafter defined) on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number equal to the number arrived at by dividing the aggregate subscription or purchase price of the total number of additional Common Shares offered for subscription or purchase or, as the case may be, the aggregate conversion or exchange price of the convertible or exchangeable securities so offered by the such Fair Market Value, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares so offered (or into which the convertible or exchangeable securities so offered are convertible or exchangeable); Common Shares owned by or held for the account of the Corporation or any subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any rights or warrants are not so issued or any such rights or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Common Shares or conversion or exchange rights contained in convertible or exchangeable securities actually issued upon the exercise of such rights or warrants, as the case may be.

Offering to Shareholders. If and whenever at any time after the date ------------------------ of issuance of this Certificate and prior to the Time of Expiry Expiry, the Corporation shall fix a record date or if a date of entitlement to receive is otherwise established (any such date being hereinafter referred to in this subsection 2(i1(h) as the "record date") for the issuance of rights, options or warrants to all or substantially all the holders of or the outstanding Common Shares of the Corporation entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares of the Corporation or securities convertible into or exchangeable for Common Shares at a price per share or, as the case may be, having a conversion or exchange price per share less than 95% of the Fair Market Value (as hereinafter defined) on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number equal to the number arrived at by dividing the aggregate subscription or purchase price of the total number of additional Common Shares offered for subscription or purchase or, as the case may be, the aggregate conversion or exchange price of the convertible or exchangeable securities so offered by the such Fair Market Value, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares so offered (or into which the convertible or exchangeable securities so offered are convertible or exchangeable); Common Shares owned by or held for the account of the Corporation or any subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any rights or warrants are not so issued or any such rights or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Common Shares or conversion or exchange rights contained in convertible or exchangeable securities actually issued upon the exercise of such rights or warrants, as the case may be.