Common use of Pre-emptive Right Regarding Additional Securities Clause in Contracts

Pre-emptive Right Regarding Additional Securities. (a) If, at any time during which the Percentage of Outstanding Shares held by the Investor is at least 10%, the Corporation or any of its Subsidiaries determines to issue or issues, on or after the Effective Date, any common shares, preferred shares or other shares of their respective capital stock or any securities convertible into or exchangeable or exercisable for any common shares, preferred shares or other shares of their respective capital stock (the “Offered Securities”), the Corporation shall deliver an offering notice to the Investor (the “Offering Notice”) in respect of such proposed offering or issuance (the “Offering”) (1) prior to the date on which the Offered Securities are to be issued (with sufficient time to allow for the applicable Option Period to expire prior to the issuance of such Offered Securities), (2) not more than twenty (20) Business Days before the date the Offered Securities are to be issued and (3) not more than two (2) Business Days after the date on which such proposed Offering is publicly announced (or, if no such announcement is made, not more than two (2) Business Days after the date on which the board of directors of the Corporation or the applicable Subsidiary determines to proceed with such Offering). The Offering Notice shall specify (i) the total number and type of Offered Securities which are being offered, and (ii) the consideration for, and other terms and conditions upon which, the Offered Securities are being offered. (b) Subject to ARTICLE 4, the Investor shall have the option, exercisable (i) in the case of a bought deal Offering, within five (5) Business Days after receipt of an Offering Notice, or (ii) in the case of any other Offering, within ten (10) Business Days after receipt of an Offering Notice (the period in subparagraph (i) or (ii), as applicable, being hereinafter referred to as the “Option Period”) by notice given to the Corporation or a Subsidiary of the Corporation, as applicable, (the “Subscription Notice”), to subscribe, under the terms and conditions of the Offering, for any number of Offered Securities up to its rateable portion of Offered Securities based on the Percentage of Outstanding Shares as at the date on which the Offering Notice is delivered. (c) For greater certainty, if the Investor fails to deliver a Subscription Notice for the Offered Securities in accordance with this Section 2.3 within the Option Period, then any rights which the Investor may have had to subscribe for any of such Offered Securities shall be extinguished. (d) Each Subscription Notice shall, subject to completion of the Offering, constitute a binding agreement by the Investor to subscribe for and take up, and by the Corporation or the Subsidiary of the Corporation, as applicable, to issue and sell to the Investor, concurrently with the closing of the Offering, the number of Offered Securities subscribed for therein upon the terms and conditions specified in the Offering Notice. The Corporation or any of its Subsidiaries, as applicable, shall issue the number of Offered Securities subscribed for in the Subscription Notice to the Investor concurrently with the closing of the applicable issuance of Offered Securities that triggered the Investor’s pre-emptive rights under this Section 2.3. (e) Notwithstanding Sections 2.3(a) and 2.3(b), for the purposes of compliance with this Section 2.3, the following shall not constitute Offered Securities: (i) shares issued pursuant to any share option plan for employees or any other executive compensation plan (including shares issued to directors of the Corporation or any Subsidiary thereof in lieu of fees), including the exercise of conversion privileges, options or similar rights issued pursuant to such plans; (ii) shares issued as consideration pursuant to an acquisition by the Corporation or one or more Affiliates of an operating business; or (iii) shares issued pursuant to any stock dividend or distribution on or in respect of all outstanding Common Shares.

Pre-emptive Right Regarding Additional Securities. (a1) IfExcept for a Financing or as the Founders may otherwise agree, any issuance of Shares or other securities of the Corporation approved under this Agreement is subject to this Section 3.4. (2) The Corporation shall deliver a notice in writing to each Shareholder (an “Offering Notice”), at least five (5) Business Days prior to the issuance of any time during which the Percentage Shares or other securities of Outstanding Shares held by the Investor is at least 10%, the Corporation or any of its Subsidiaries determines to issue or issues, on or after the Effective Date, any common shares, preferred shares or other shares of their respective capital stock or any securities convertible into or exchangeable or exercisable for any common shares, preferred shares or other shares of their respective capital stock which are being offered (the “Offered Securities”), each time the Corporation shall deliver an offering notice decides to issue Offered Securities. The Offering Notice must specify the Investor terms and conditions of the offering, including: (a) the “Offering Notice”total number Offered Securities being issued; (b) in respect the rights, privileges, restrictions, terms and conditions of such proposed offering or issuance (the “Offering”) (1) prior to the date on which the Offered Securities are to Securities; (c) the consideration for each Offered Security; and (d) the closing date, which may not be issued (with sufficient time to allow for the applicable Option Period to expire prior to the issuance of such Offered Securities), (2) not more earlier than twenty (20) Business Days before days after the date the Offered Securities are to be issued and Offering Notice is delivered. (3) not more than two (2) Business Days after the date on which such proposed Offering is publicly announced (or, if no such announcement is made, not more than two (2) Business Days after the date on which the board of directors of the Corporation or the applicable Subsidiary determines to proceed with such Offering). The Offering Notice shall specify (i) the total number and type of Offered Securities which are being offered, and (ii) the consideration for, and other terms and conditions upon which, the Offered Securities are being offered. (b) Subject to ARTICLE 4, the Investor Each Shareholder shall have the option, exercisable (i) in the case of a bought deal Offering, within five (5) Business Days after receipt of an Offering Notice, or (ii) in the case of any other Offering, within ten (10) Business Days after their receipt of an Offering Notice (the period in subparagraph (i) or (ii“First Offer Period”), as applicable, being hereinafter referred to as the “Option Period”) by written notice given to the Corporation or (a Subsidiary of the Corporation, as applicable, (the “Subscription Notice”)) delivered from the Shareholder to the Corporation, to subscribe, under the terms and conditions of the Offering, subscribe for any number of Offered Securities up to its be issued in an amount that is equal to that Shareholder’s rateable portion of the Offered Securities sold pursuant to the offering based on its Ownership Interest immediately prior to the Percentage of Outstanding Shares as at the date on which the Offering Notice is deliveredoffering. (c4) For greater certainty, if the Investor If a Shareholder (a “Non-Purchasing Shareholder”) fails to deliver a Subscription Notice for the Offered Securities in accordance with this Section 2.3 within the Option First Offer Period, then any rights which the Investor such Non-Purchasing Shareholder may have had to subscribe for any of such the Offered Securities shall be extinguishedextinguish immediately thereafter. (d5) Each Subscription Notice shall, subject to completion of the Offering, shall constitute a binding agreement by the Investor such Shareholder to subscribe for and take up, and by the Corporation or the Subsidiary of the Corporation, as applicable, to issue and sell to the Investor, concurrently with the closing of the Offeringsuch Shareholder, the number of Offered Securities subscribed which such Shareholder agreed to subscribe for therein therein, upon the terms and conditions specified in the Offering Notice. The Corporation or Notice and the definitive terms of the offering. (6) If there are any of its SubsidiariesNon-Purchasing Shareholders, as applicable, shall issue each Shareholder (a “Purchasing Shareholder”) that delivers a Subscription Notice for the number Offered Securities within the First Offer Period and is purchasing their entire pro rata share of Offered Securities subscribed for shall have a right of over-allotment (the “Over-Allotment Right”) such that, following notice in writing (an “Over-Allotment Notice”) delivered to each Purchasing Shareholder by the Subscription Corporation within the five (5) Business Days after the expiration of the First Offer Period, each Purchasing Shareholder shall have the option, exercisable within three (3) Business Days after their receipt of an Over-Allotment Notice (the “Second Offer Period”), by written notice delivered from the Shareholder to the Investor concurrently Corporation, to purchase all but not less than all of the Non-Purchasing Shareholder’s portion (provided, however, that if there are two (2) or more Purchasing Shareholders exercising their Over-Allotment Right hereunder, then they shall exercise such right on a pro rata basis with the closing of the applicable issuance of other Purchasing Shareholder(s) exercising their Over-Allotment Right). (7) Each Shareholder that has Offered Securities that triggered the Investor’s pre-emptive rights allotted to it under this Section 2.33.4 will deliver to the Corporation, at least two (2) Business Days prior to the closing date specified in the Offering Notice or Over-Allotment Notice, as the case may be, a certified cheque, bank draft or wire transfer of immediately available funds in the full amount of the purchase price for the Offered Securities allotted to that Shareholder. Provided that the applicable Shareholder has paid the purchase price in full and the Offered Securities are Shares, the Corporation will issue to the Shareholder the Offered Securities allotted to that Shareholder as fully paid and non-assessable Shares. (e) Notwithstanding Sections 2.3(a) and 2.3(b), for the purposes of compliance with this Section 2.3, the following shall not constitute Offered Securities: (i) shares issued pursuant to any share option plan for employees or any other executive compensation plan (including shares issued to directors 8) The obligation of the Corporation or to issue any Subsidiary thereof in lieu Offered Securities to a Shareholder is subject to, and conditional on, the issuance of fees), including the exercise of conversion privileges, options or similar rights issued pursuant to such plans; (ii) shares issued as consideration pursuant to an acquisition by the Corporation or one or more Affiliates of an operating business; or (iii) shares issued pursuant to any stock dividend or distribution on or in respect of securities being exempt from all outstanding Common Sharesregistration and prospectus requirements under Applicable Laws.

Pre-emptive Right Regarding Additional Securities. (a1) If, at any time during which Unless the Percentage of Outstanding Shares held by the Investor is at least 10%Shareholders otherwise agree in writing, the Corporation or any of its Subsidiaries determines to issue or issues, on or after the Effective Date, any common shares, preferred shares or other shares of their respective capital stock or any securities convertible into or exchangeable or exercisable for any common shares, preferred shares or other shares of their respective capital stock (the “Offered Securities”), the Corporation Company shall deliver an offering notice to the Investor Shareholders in writing (the “Offering Notice”) in respect each time the Board of such proposed offering or issuance (the “Offering”) (1) prior Directors decides to the date on which the Offered Securities are to be issued (with sufficient time to allow for the applicable Option Period to expire prior to the issuance of such issue Offered Securities), (2) not more than twenty (20) Business Days before the date the Offered Securities are to be issued and (3) not more than two (2) Business Days after the date on which such proposed Offering is publicly announced (or, if no such announcement is made, not more than two (2) Business Days after the date on which the board of directors of the Corporation or the applicable Subsidiary determines to proceed with such Offering). The Offering Notice shall specify (i) the total number and type or principal amount, as the case may be, of Offered Securities which are being offered, and (ii) the consideration forrights, and other privileges, restrictions, terms and conditions upon whichof such Offered Securities including, without limitation, the requirement that any Person acquiring the Offered Securities are together with its Principal, if any, enter into a counterpart of this Agreement, and (iii) the consideration for which each of such Offered Securities is being offered, which consideration shall be the same for all of such Offered Securities. (b2) Subject to ARTICLE 4, the Investor Each Shareholder shall have the option, exercisable (i) in the case of a bought deal Offering, within five (5) Business Days after receipt of an Offering Notice, or (ii) in the case of any other Offering, within ten (10) Business Days thirty days after receipt of an Offering Notice (the period in subparagraph (i) or (ii), as applicable, being hereinafter referred to as the “Option Period”) by notice given to the Corporation or a Subsidiary Company in the form of the Corporation, subscription notice attached as applicable, Schedule 4.4(2) (the “Subscription Notice”), to subscribe, under the terms and conditions of the Offering, subscribe for any number of Offered Securities up to its rateable portion of the Offered Securities based on its Proportionate Interest, which right shall be exercised in the Percentage of Outstanding Shares as at manner set forth in the date on Subscription Notice. In addition, each Shareholder may subscribe for any additional Offered Securities for which the Offering other Shareholders do not subscribe (the “Available Securities”), which right shall be exercised by a statement contained in the Subscription Notice setting forth the number of Available Securities such Shareholder is deliveredprepared to acquire expressed as a percentage of the Available Securities, if any, available to be taken up by the Shareholders (the “Specified Percentage”). (c3) For greater certainty, if the Investor If a Shareholder fails to deliver a Subscription Notice for the Offered Securities in accordance with this Section 2.3 4.4 within the Option Period, then any rights which the Investor such Shareholder may have had to subscribe for any of such the Offered Securities shall be extinguished. (d4) Each Subscription Notice shall, subject to completion of the OfferingSection 4.5, constitute a binding agreement by the Investor Shareholder to subscribe for and take up, and by the Corporation or the Subsidiary of the Corporation, as applicable, Company to issue and sell to the Investor, concurrently with the closing of the Offeringsuch Shareholder, the number of Offered Securities subscribed for therein upon the terms and conditions specified in the Offering Notice. The Corporation or . (5) Each Shareholder may at any time during the Option Period request the Company to indicate the number of its SubsidiariesShareholders which have elected to acquire Offered Securities, as applicable, shall issue the identity of such Shareholders and the number of Offered Securities subscribed for in the Subscription Notice to the Investor concurrently with the closing of the applicable issuance of Offered Securities that triggered the Investor’s pre-emptive rights under this Section 2.3. (e) Notwithstanding Sections 2.3(a) and 2.3(b), for the purposes of compliance with this Section 2.3, the following shall not constitute Offered Securities: (i) shares issued pursuant to any share option plan for employees or any other executive compensation plan (including shares issued to directors of the Corporation or any Subsidiary thereof in lieu of fees), including the exercise of conversion privilegesSpecified Percentages set forth in their Subscription Notices, options or similar rights issued pursuant such Shareholders have elected to acquire, and the Company shall respond to such plans; (ii) shares issued as consideration pursuant request immediately and, in any event, prior to an acquisition by the Corporation or one or more Affiliates expiry of an operating business; or (iii) shares issued pursuant to any stock dividend or distribution on or in respect of all outstanding Common Sharesthe Option Period.

Pre-emptive Right Regarding Additional Securities. (a1) If, at any time during which the Percentage of Outstanding Shares held Except as may be unanimously approved by the Investor is at least 10%then elected Directors, any issuance of Shares or other securities of the Corporation or any other than Excluded Securities is subject to this Section 4.1. (2) The Corporation must give notice to each Shareholder (an “Offering Notice”) each time an offering of its Subsidiaries determines to issue or issues, on or after the Effective Date, any common shares, preferred shares Shares or other shares securities subject to this Section 4.1 is made. The Offering Notice must specify the terms and conditions of their respective capital stock or any securities convertible into or exchangeable or exercisable for any common sharesthe offering, preferred shares including (i) the total number of Shares or other shares securities of their respective capital stock the Corporation which are being offered (the “Offered Securities”), the Corporation shall deliver an offering notice to the Investor (the “Offering Notice”) in respect of such proposed offering or issuance (the “Offering”) (1) prior to the date on which the Offered Securities are to be issued (with sufficient time to allow for the applicable Option Period to expire prior to the issuance of such Offered Securities), (2) not more than twenty (20) Business Days before the date the Offered Securities are to be issued and (3) not more than two (2) Business Days after the date on which such proposed Offering is publicly announced (or, if no such announcement is made, not more than two (2) Business Days after the date on which the board of directors of the Corporation or the applicable Subsidiary determines to proceed with such Offering). The Offering Notice shall specify (i) the total number and type of Offered Securities which are being offered, and (ii) the consideration forrights, and other terms and conditions upon whichprivileges, the Offered Securities are being offered. (b) Subject to ARTICLE 4restrictions, the Investor shall have the option, exercisable (i) in the case of a bought deal Offering, within five (5) Business Days after receipt of an Offering Notice, or (ii) in the case of any other Offering, within ten (10) Business Days after receipt of an Offering Notice (the period in subparagraph (i) or (ii), as applicable, being hereinafter referred to as the “Option Period”) by notice given to the Corporation or a Subsidiary of the Corporation, as applicable, (the “Subscription Notice”), to subscribe, under the terms and conditions of the Offering, for any number of Offered Securities up to its rateable portion of (iii) the consideration for each Offered Securities based on Security and (iv) the Percentage of Outstanding Shares as at closing date which may not be earlier than fifteen (15) Business days from the date on which the Offering Notice is delivered. (c3) For greater certaintyEach Shareholder may subscribe for up to its Proportionate Interest of the Offered Securities. No such Shareholder shall have any right to subscribe for Offered Securities which are not subscribed for by the other Shareholders. These rights may be exercised by delivering an irrevocable and unconditional subscription notice to the Corporation (the “Subscription Notice”) within ten (10) Business Days from the date the Offering Notice is delivered to such Shareholder by the Corporation hereunder (the “Offer Period”). The Subscription Notice must specify whether the Shareholder is subscribing for its Proportionate Interest, and if not, the Investor maximum number of Offered Securities such Shareholder is prepared to acquire. (4) If a Shareholder fails to deliver a Subscription Notice for the Offered Securities in accordance with this Section 2.3 within the Option Offer Period, then any rights which right of the Investor may have had Shareholder to subscribe for any of such the Offered Securities shall be is extinguished. (d5) Each The Corporation will notify each Shareholder who provided a Subscription Notice shall, subject to completion of the Offering, constitute number of Offered Securities allotted to that Shareholder. Each accepted Subscription Notice constitutes a binding agreement by the Investor Shareholder to subscribe for purchase and take up, and by the Corporation or the Subsidiary of the Corporation, as applicable, to issue and sell to the Investor, concurrently with the closing of the OfferingShareholder, the number of Offered Securities allotted to the Shareholder, on and subject to the terms of the Offering Notice, including without limitation the execution and delivery of such subscription agreements, shareholders agreements and related agreements, instruments and certificates (“Offering Documents”) reasonably required by the Corporation in connection with the completion of such offering. (6) If not all of the Offered Securities are subscribed for, each Shareholder subscribing for Offered Securities in its Subscription Notice will purchase the allotted number of Offered Securities for which it subscribed and during the 120 calendar day period following the expiry of the Offer Period, the Corporation will be entitled to allot and issue any Offered Securities that are not subscribed for therein upon by the Shareholders to any other Persons who are not Shareholders. Any such allotment and issuance must be at the same or a higher price and otherwise on the same terms and conditions as contained in the Offering Notice. If any Offered Securities are not issued within the 120 calendar day period, the Corporation must, before allotting and issuing them to any Person, again comply with this Article 4 including this Section 4.1. (7) Each Shareholder that has purchased Offered Securities allotted to it, will deliver to the Corporation, at least two (2) Business Days prior to the closing date specified in the Offering Notice, a certified cheque, bank draft or wire transfer of immediately available funds in the full amount of the purchase price for the Offered Securities allotted to that Shareholder. Provided that the applicable Shareholder has paid the purchase price in full and otherwise complied with the terms of the offering and the Offered Securities are shares or other certificated securities, the Corporation will issue to the Shareholder the Offered Securities allotted to that Shareholder as fully paid and non-assessable shares or securities. The Corporation will then deliver to that Shareholder a share certificate representing the shares or securities issued in the name of the Shareholder. (8) The obligation of the Corporation to issue any of its Subsidiaries, as applicable, shall issue the number of Offered Securities subscribed for to a Shareholder is subject to and conditional on the issuance of such securities being exempt from all registration and prospectus requirements under applicable securities Laws and the Shareholder’s execution and delivery of the Offering Documents in accordance with the Subscription Notice terms of the Offering. (9) Notwithstanding any provision hereof to the Investor concurrently contrary, in lieu of complying with the closing provisions of subsection (2), the applicable Corporation may elect to give notice to the Shareholders within thirty (30) days after the issuance of Offered Securities that triggered Securities. Such notice shall describe the Investor’s pre-emptive rights under this Section 2.3. (e) Notwithstanding Sections 2.3(a) type, price, and 2.3(b), for terms of the purposes of compliance with this Section 2.3, the following shall not constitute Offered Securities: . Each Shareholder shall have twenty (i20) shares issued pursuant days from the date notice is given to any share option plan for employees or any other executive compensation plan (including shares issued elect to directors purchase up to its Proportionate Interest of the Corporation or any Subsidiary thereof in lieu Offered Securities, calculated as set forth above before giving effect to the issuance of fees), including such Offered Securities. The closing of such sale shall occur within sixty (60) days of the exercise of conversion privileges, options or similar rights issued pursuant date notice is given to such plans; (ii) shares issued as consideration pursuant to an acquisition the Shareholders by the Corporation or one or more Affiliates of an operating business; or (iii) shares issued pursuant to any stock dividend or distribution on or in respect of all outstanding Common Shareshereto.