Common use of Proper Form of Notice Clause in Contracts

Proper Form of Notice. To be in proper written form, a Nominating Shareholder’s notice to the secretary must be in writing and must set forth or be accompanied by, as applicable: (1) as to each person whom the Nominating Shareholder proposes to nominate for election as a director (each a “Proposed Nominee”): (a) the name, age, business address and residential address of the Proposed Nominee; (b) the principal occupation, business or employment of the Proposed Nominee, both present and for the five years preceding the notice; (c) the number of securities of each class of voting securities of the Corporation or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by the Proposed Nominee, as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; (d) a description of any relationship, agreement, arrangement or understanding (including financial, compensatory or indemnity related or otherwise) between the Nominating Shareholder and the Proposed Nominee, or any affiliates or associates of, or any person or entity acting jointly or in concert with the Nominating Shareholder or the Proposed Nominee, in connection with the Proposed Nominee’s nomination and election as director; (e) whether the Proposed Nominee is party to any existing or proposed relationship, agreement, arrangement or understanding with any competitor of the Corporation or its affiliates or any other third party which may give rise to a real or perceived conflict of interest between the interests of the Corporation and the interests of the Proposed Nominee; (f) whether the Proposed Nominee is eligible for consideration as an independent director under the relevant standards contemplated by applicable securities laws or any stock exchange rules that may be applicable to the Corporation; and (g) any other information relating to the Proposed Nominee that would be required to be disclosed in a dissident’s proxy circular or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to the Act or any applicable securities laws; (2) as to each Nominating Shareholder: (a) the name, business and, if applicable, residential address of such Nominating Shareholder; (b) the number of securities of each class of voting securities of the Corporation or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by such Nominating Shareholder or any other person with whom such Nominating Shareholder is acting jointly or in concert (and for each such person any options or other rights to acquire shares in the capital of the Corporation, any derivatives or other securities, instruments or arrangements for which the price or value or delivery, payment or settlement obligations are derived from, referenced to, or based on any such shares, and any hedging transactions, short positions and borrowing or lending arrangements relating to such shares) with respect to the Corporation or any of its securities, as of the record date for the meeting (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; (c) the interests in, or rights or obligations associated with, any agreement, arrangement or understanding, the purpose or effect of which may be to alter, directly or indirectly, such Nominating Shareholder’s economic interest in a security of the Corporation or such Nominating Shareholder’s economic exposure to the Corporation; (d) full particulars regarding any proxy, contract, arrangement, agreement, understanding or relationship pursuant to which such Nominating Shareholder, or any of its affiliates or associates, or any person acting jointly or in concert with such person, has any interests, rights or obligations relating to the voting of any securities of the Corporation or the nomination of directors to the Board; and (e) any other information relating to such Nominating Shareholder that would be required to be disclosed in a dissident’s proxy circular or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to the Act or any applicable securities laws; and (3) a written consent duly signed by each Proposed Nominee to being named as a nominee for election to the Board and to serve as a director of the Corporation, if elected.

Proper Form of Notice. To be in proper written form, a Nominating Shareholder’s notice to the secretary must be in writing and Secretary of the Corporation must set forth or be accompanied by, as applicableforth: (1a) as to each person (a “Nominee”) whom the Nominating Shareholder proposes to nominate for election as a director (each a “Proposed Nominee”):director: (ai) the name, age, business address and residential address of the Proposed Nominee; (bii) the Nominee’s status as a “resident Canadian” (as such term is defined in the Act); (iii) the principal occupation, business or employment of the Proposed Nominee, both present and for within the five years preceding the notice; (civ) the designation and number or principal amount of securities of each class of voting securities of the Corporation or any of its subsidiaries beneficially owned, or controlled or directedwhich are, directly or indirectly, controlled or directed, or which are owned beneficially or of record, by the Proposed Nominee, Nominee or his or her associates or affiliates as of the record date for the meeting of shareholders (if such date shall then have has been made publicly available and shall have has occurred) and as of the date of such noticenotice and the date or dates on which such securities were acquired; (dv) a description full particulars of any relationshipall direct and indirect arrangements and understandings, agreement, arrangement between or understanding (including financial, compensatory or indemnity related or otherwise) between the among such Nominating Shareholder and beneficial owner, if any, and their respective Representatives, on the Proposed Nomineeone hand, and the Nominee and his or any affiliates or associates ofher Representatives, or any person or entity acting jointly or in concert with on the Nominating Shareholder or the Proposed Nominee, in connection with the Proposed Nominee’s nomination and election as directorother hand; (e) whether the Proposed Nominee is party to any existing or proposed relationship, agreement, arrangement or understanding with any competitor of the Corporation or its affiliates or any other third party which may give rise to a real or perceived conflict of interest between the interests of the Corporation and the interests of the Proposed Nominee; (f) whether the Proposed Nominee is eligible for consideration as an independent director under the relevant standards contemplated by applicable securities laws or any stock exchange rules that may be applicable to the Corporation; and (gvi) any other information relating to the Proposed Nominee that would be required to be disclosed in a dissident’s proxy information circular or other filings required to be made in connection with the solicitation solicitations of proxies for election of directors pursuant to the Act or any applicable Applicable Securities Laws (as defined below); and (vii) a duly completed personal information form in respect of the Nominee in the form prescribed by the principal stock exchange on which the securities lawsof the Corporation are then listed for trading; (2b) as to each the Nominating ShareholderShareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made: (ai) the name, business and, if applicable, residential name and address of such Nominating Shareholder, as they appear on the Corporation’s securities register, and of such beneficial owner, if any, and of their respective Representatives; (bii) the designation and number or principal amount of securities of each class of voting securities of the Corporation or any of its subsidiaries beneficially owned, or controlled or directedwhich are, directly or indirectly, controlled or which are owned beneficially or of record by such Nominating Shareholder or any other person with whom such Nominating Shareholder is acting jointly or in concert (and for each such person any options or other rights to acquire shares in the capital of the Corporation, any derivatives or other securities, instruments or arrangements for which the price or value or delivery, payment or settlement obligations are derived from, referenced to, or based on any such shares, and any hedging transactions, short positions and borrowing or lending arrangements relating to such shares) with respect to the Corporation or any of its securities, as of the record date for the meeting (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; (c) the interests in, or rights or obligations associated with, any agreement, arrangement or understanding, the purpose or effect of which may be to alter, directly or indirectly, such Nominating Shareholder’s economic interest in a security of the Corporation or such Nominating Shareholder’s economic exposure to the Corporation; (d) full particulars regarding any proxy, contract, arrangement, agreement, understanding or relationship pursuant to which such Nominating Shareholder, such beneficial owner, if any, or any of its affiliates their respective Representatives and the date or associates, or any person acting jointly or in concert with dates on which such person, has any interests, rights or obligations relating to the voting of any securities of the Corporation or the nomination of directors to the Boardwere acquired; and (eiii) any other information relating to such Nominating Shareholder that would be required to be disclosed made in a dissident’s proxy information circular or other filings required to be made in connection with the solicitation solicitations of proxies for election of directors pursuant to the Act or any applicable securities laws; and (3) a written consent duly signed by each Proposed Nominee to being named as a nominee for election to the Board and to serve as a director of the Corporation, if electedApplicable Securities Laws.

Proper Form of Notice. To be in proper written form, a Nominating Shareholder’s notice to the corporate secretary must be in writing comply with all the provisions of this Article 10.11 and must set forth disclose or be accompanied byinclude, as applicable: (1a) as to each person whom the Nominating Shareholder proposes to nominate for election as a director (each a “Proposed Nominee”): (aA) the name, age, business address and residential address of the Proposed Nominee; (bB) the principal occupation, /business or employment of the Proposed Nominee, both present presently and for the past five years preceding the noticeyears; (cC) the class or series and number of securities of each class of voting securities of the Corporation Company or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by the Proposed Nominee, as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; (dD) a description of any relationship, agreement, arrangement or understanding (including financial, compensatory or indemnity related or otherwise) between the Nominating Shareholder and the Proposed Nominee, or any affiliates or associates of, or any person or entity acting jointly or in concert with the Nominating Shareholder or the Proposed Nominee, in connection with the Proposed Nominee’s nomination and election as director; (e) whether the Proposed Nominee is party to any existing or proposed relationship, agreement, arrangement or understanding with any competitor of the Corporation or its affiliates or any other third party which may give rise to a real or perceived conflict of interest between the interests of the Corporation and the interests of the Proposed Nominee; (f) whether the Proposed Nominee is eligible for consideration as an independent director under the relevant standards contemplated by applicable securities laws or any stock exchange rules that may be applicable to the Corporation; and (g) any all other information relating to the Proposed Nominee that would be required to be disclosed in a dissident’s dissident proxy circular or other filings required to be made in connection with the solicitation of proxies for election of directors in an election contest pursuant to the Business Corporations Act, the Exchange Act or any other applicable securities lawslegislation (even if an election contest is not involved); (2E) a written consent of each Proposed Nominee to being named as nominee and certifying that such Proposed Nominee is not disqualified from acting as director under the provisions of subsection 124(2) of the Business Corporations Act; (F) a written questionnaire with respect to the background and qualification of each Proposed Nominee (which questionnaire shall be provided by the corporate secretary upon written request); (G) representations that each Proposed Nominee will agree to comply with the policies and guidelines applicable to all directors of the Company (which shall be provided by the corporate secretary upon written request); (H) any agreement, arrangement or understanding with, or any commitment or assurance to, any person or entity as to how each Proposed Nominee, if elected, will vote on any issue or question (a “Voting Commitment”) or any Voting Commitment that could limit or interfere with each such Proposed Nominee’s ability to comply, if elected, as a director of the Company, with each Proposed Nominee’s fiduciary duties under applicable law; and (I) a reasonably detailed description of any compensatory, payment or other financial agreement, arrangement or understanding that each Proposed Nominee has with any other person or entity other than the Company including the amount of any payment or payments received or receivable thereunder, in each case in connection with candidacy or service as a director of the Company (a “Third-Party Compensation Arrangement”), as to any other business that the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend these Articles, the text of the proposed amendment), the reasons for conducting such business and any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made and as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made. (b) as to each Nominating ShareholderShareholder giving the notice, and each beneficial owner, if any, on whose behalf the nomination is made: (aA) the their name, business and, if applicable, and residential address of such Nominating Shareholderaddress; (bB) the class or series and number of securities of each class of voting securities of the Corporation Company or any of its subsidiaries owned (beneficially owned, or controlled or directed, directly or indirectly, by such Nominating Shareholder or any other person with whom such Nominating Shareholder is acting jointly or in concert (and for each such person any options or other rights to acquire shares in the capital of the Corporation, any derivatives or other securities, instruments or arrangements for which the price or value or delivery, payment or settlement obligations are derived from, referenced to, or based on any such shares, and any hedging transactions, short positions and borrowing or lending arrangements relating to such sharesrecord) with respect to the Corporation or any of its securities, as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; (c) the interests in, or rights or obligations associated with, any agreement, arrangement or understanding, the purpose or effect of which may be to alter, directly or indirectly, such Nominating Shareholder’s economic interest in a security of the Corporation or such Nominating Shareholder’s economic exposure to the Corporation; (dC) full particulars regarding of any proxy, contract, relationship arrangement, agreement, agreement or understanding or relationship pursuant to which such Nominating Shareholderperson, or any of its affiliates or associates, or any person acting jointly or in concert with such person, has any interests, rights or obligations relating to the voting of any securities of the Corporation Company or the nomination of directors to the Board; andboard; (eD) a description of any agreement, arrangement or understanding (including, regardless of the form of settlement, any derivative, long or short positions, profit interests, forwards, futures, swaps, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares or any other instruments with exercise, conversion or settlement rights related to the shares of the Company, with a value derived from the value of the shares of the Company or designed to produce economic benefits and risks that correspond substantially to the ownership of shares of the Company) that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to create or mitigate the economic effect, loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such Nominating Shareholder or any such beneficial owner or any such Proposed Nominee with respect to the Company’s securities; (E) any other information relating to such Nominating Shareholder and beneficial owner, if any, on whose behalf the nomination is being made, that would be required to be disclosed included in a dissident’s proxy circular or other filings required to be made in connection with the solicitation solicitations of proxies for election of directors pursuant to the Business Corporations Act and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder; (F) a representation that the Nominating Shareholder is a holder of record of shares of the Company entitled to vote at such meeting and intends to appear in person or any applicable securities lawsby proxy at the meeting to bring such nomination before the meeting; and (3G) a written consent duly signed by representation as to whether such Nominating Shareholder intends or is part of a group that intends to deliver a proxy circular and/or form of proxy to holders of at least the percentage of the voting power of the Company’s outstanding share capital required to elect each such nominee and/or otherwise solicit proxies or votes from shareholders in support of such nomination. (c) the Company may require any Proposed Nominee to being named furnish such other information as a it may reasonably require to determine the eligibility of such nominee for election to the Board and to serve as a an independent director of the CorporationCompany or that could be material to a reasonable shareholder’s understanding of the independence, if electedor lack thereof, of such Proposed Nomine. Reference to “Nominating Shareholder” in this Article 10.11 shall be deemed to refer to each shareholder that nominated or seeks to nominate a person for election as director in the case of a nomination proposal where more than one shareholder is involved in making the nomination proposal.

Proper Form of Notice. To be in proper written form, a Nominating Shareholder’s notice to the secretary 's Notice must be in writing and must set forth or be accompanied by, as applicable: (1a) as to each person whom the Nominating Shareholder proposes to nominate for election as a director (each a “"Proposed Nominee”"): (ai) the name, age, business address province or state, and residential address country of residence of the Proposed Nominee; (bii) the principal occupation, business or employment of the Proposed Nominee, both present and for the five years preceding the notice; (ciii) whether the Proposed Nominee is a resident Canadian within the meaning of the Act; (iv) the number of securities of each class of voting securities of the Corporation or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by the Proposed NomineeNominee and any of his/her Representatives, as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; (dv) a description the full particulars of any relationship, agreement, arrangement or understanding (including financial, compensatory or indemnity related or otherwise) between the Nominating Shareholder and the Proposed Nominee, or any affiliates or associates of, or any person or entity acting jointly or in concert with the Nominating Shareholder or the Proposed NomineeRepresentatives thereof, in connection with the Proposed Nominee’s 's nomination and election as director; (evi) whether the Proposed Nominee is party to any existing or proposed relationship, agreement, arrangement or understanding with any competitor of the Corporation or its affiliates Affiliates or any other third party which may give rise to a real or perceived conflict of interest between the interests of the Corporation and the interests of the Proposed Nominee; (f) whether the Proposed Nominee is eligible for consideration as an independent director under the relevant standards contemplated by applicable securities laws or any stock exchange rules that may be applicable to the Corporation; and (gvii) any other information relating to the Proposed Nominee that would be required to be disclosed in a dissident’s 's proxy circular or other filings required to be made in connection with the solicitation of proxies for the election of directors pursuant to the Act or any applicable securities lawsApplicable Securities Laws; (2b) as to each Nominating Shareholder: (ai) the name, business and, if applicable, residential address of such Nominating Shareholder; (bii) the number of securities of each class of voting securities of the Corporation or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by such Nominating Shareholder or any other person with whom such Nominating Shareholder is acting jointly or in concert Representatives thereof (and for each such person person, any options or other rights to acquire shares in the capital securities of the Corporation, Corporation and any derivatives or other securities, instruments or arrangements for which the price or value or delivery, payment or settlement obligations are derived from, referenced to, or based on any such sharessecurities of the Company, and any hedging transactions, short positions and borrowing or lending arrangements relating to such shares) with respect to the Corporation or any of its securities), as of the record date for the meeting (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; (ciii) if the Nominating Shareholder is not the beneficial owner of the securities referred to in Subsection 13.17.5(b)(ii) above, the identity of the beneficial owner and the number of securities of the Corporation beneficially owned by the beneficial owner; (iv) the interests in, or rights or obligations associated with, any agreement, arrangement or understanding, the purpose or effect of which may be to alter, directly or indirectly, such Nominating Shareholder’s 's economic interest in a security of the Corporation or such Nominating Shareholder’s 's economic exposure to the Corporation; (dv) full particulars regarding any proxy, contract, arrangement, agreement, understanding or relationship pursuant to which such Nominating Shareholder, or any of its affiliates or associates, or any person acting jointly or in concert with such personRepresentatives, has any interests, rights or obligations relating to the voting of any securities of the Corporation or the nomination of directors to the Board; and; (evi) any other information relating to such whether (i) in the opinion of the Nominating Shareholder that and the Nominee, the Nominee would be required to be disclosed in a dissident’s proxy circular or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to the Act or any applicable securities laws; and (3) a written consent duly signed by each Proposed Nominee to being named qualify as a nominee for election to the Board and to serve as a an independent director of the Corporation, if elected.Corporation under section 1.4 and 1.5 of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators ("NI 52-110") and

Proper Form of Notice. (a) To be in proper written form, a Nominating Shareholder’s notice to the secretary must be in writing and board must set forth or be accompanied by, as applicableforth: (1i) as to each person whom the Nominating Shareholder proposes to nominate for election as a director (each a “Proposed Nominee”): (aA) the name, age, business address and residential address of the Proposed Nomineeperson; (bB) the principal occupation, business occupation or employment of the Proposed Nominee, both present and person for the past five years preceding the noticeyears; (cC) the status of the person as a “resident Canadian” (as such term is defined in the Act); (D) the designation and number or principal amount of securities of each class of voting securities of the Corporation or any of its subsidiaries beneficially owned, or controlled or directedwhich are, directly or indirectly, controlled or directed or which are owned beneficially or of record by the Proposed Nominee, Nominee or his or her associates or affiliates as of the record date for the meeting of shareholders (if such date shall then have has been made publicly available and shall have has occurred) and as of the date of such notice; (dE) a description of full particulars regarding any relationshipcontract, agreement, arrangement arrangement, understanding or understanding relationship (collectively, “Arrangements”), including financial, compensatory or compensation and indemnity related or otherwise) Arrangements, between the Nominating Shareholder and Proposed Nominee or any associate or affiliate of the Proposed Nominee, or Nominee and any affiliates or associates of, or any person or entity acting jointly or in concert with the Nominating Shareholder or the Proposed Nominee, in connection with the Proposed Nominee’s nomination and election as director; (e) whether the Proposed Nominee is party to any existing or proposed relationship, agreement, arrangement or understanding with any competitor of the Corporation or its affiliates or any other third party which may give rise to a real or perceived conflict of interest between the interests of the Corporation and the interests of the Proposed Nominee; (f) whether the Proposed Nominee is eligible for consideration as an independent director under the relevant standards contemplated by applicable securities laws or any stock exchange rules that may be applicable to the CorporationRepresentatives; and (gA) any other information relating to the Proposed Nominee person that would be required to be disclosed in a dissident’s proxy circular or other filings required to be made in connection with the solicitation solicitations of proxies for election of directors pursuant to the Act or any applicable securities lawsand Applicable Securities Laws; (2ii) as to each the Nominating ShareholderShareholder giving the notice: (aA) the name, age, business address and, if applicable, residential address of such Nominating ShareholderShareholder or, if the Nominating Shareholder is not the beneficial owner of all of the voting securities, the name, age, business address and, if applicable, residential address of the beneficial owner; (bB) the designation and number or principal amount of securities of each class of voting securities of the Corporation or any of its subsidiaries beneficially owned, or controlled or directedwhich are, directly or indirectly, controlled or which are owned beneficially or of record by such Nominating Shareholder or any other person with whom Shareholder, such Nominating Shareholder is acting jointly or in concert (and for each such person any options or other rights to acquire shares in the capital of the Corporationbeneficial owner, any derivatives or other securitiesif any, instruments or arrangements for which the price or value or delivery, payment or settlement obligations are derived from, referenced to, or based on any such shares, and any hedging transactions, short positions and borrowing or lending arrangements relating to such shares) with respect to the Corporation or any of its securities, their respective Representatives as of the record date for the meeting of shareholders (if such date shall then have has been made publicly available and shall have has occurred) and as of the date of such notice; (cC) the interests infull particulars of any option, warrant, convertible security, stock appreciation right, or rights similar right with an exercise or obligations associated with, conversion privilege or a settlement payment or mechanism at a price related to any agreement, arrangement class or understanding, the purpose or effect series of which may be to alter, directly or indirectly, such Nominating Shareholder’s economic interest in a security shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, or any derivative or synthetic arrangement having the characteristics of a long position in any class or series of shares of the Corporation, or any contract, derivative, swap or other transaction or series of transactions designed to produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of the Corporation, including, without limitation, due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of the Corporation, whether or not such instrument, contract or right will be subject to settlement in the underlying class or series of shares of the Corporation, through the delivery of cash or other property, or otherwise, and without regard to whether the shareholder of record, the beneficial owner, if any, or any of their respective Representatives, may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right, or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of any class or series of shares of the Corporation (any of the foregoing, a “Derivative Instrument”) directly or indirectly owned beneficially or of record by such Nominating Shareholder’s economic exposure to , the Corporationbeneficial owner, if any, or any of their respective Representatives; (dD) full particulars regarding of any proxy, contract, arrangement, agreementunderstanding, understanding or relationship pursuant to which any such Nominating Shareholder, beneficial owner, if any, or any of its affiliates or associatestheir respective Representatives has a right to vote, or direct the voting of, any person acting jointly class or in concert with such person, has any interests, rights series of shares of the Corporation or obligations otherwise relating to the voting of any securities of the Corporation or the nomination of directors any person to the Boardboard; (E) full particulars of any agreement, arrangement, understanding, relationship or otherwise, including, without limitation, any repurchase or similar so-called “stock borrowing” agreement or arrangement, involving such Nominating Shareholder, beneficial owner, if any, or any of their respective Representatives directly or indirectly, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of shares of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such Nominating Shareholder, beneficial owner, if any, or any of their respective Representatives with respect to any class or series of the shares of the Corporation, or which provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any class or series of the shares of the Corporation (any of the foregoing, a “Short Interest”); (F) full particulars of any rights to dividends with respect to any class or series of shares of the Corporation owned beneficially by such Nominating Shareholder, beneficial owner, if any, or any of their respective Representatives that are separated or separable from the underlying shares of the Corporation; (G) full particulars of any proportionate interest in any class or series of shares of the Corporation or any Derivative Instrument held, directly or indirectly, by a general or limited partnership in which any such Nominating Shareholder, beneficial owner, if any, or any of their respective Representatives is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership; (H) full particulars of any performance-related fees (other than an asset-based fee) to which any such Nominating Shareholder or beneficial owner, if any, is entitled based on any increase or decrease in the value of any class or series of shares of the Corporation or any Derivative Instrument, including, without limitation, any such fee, to which the respective Representatives of the Nominating Shareholder or beneficial owner, if any, is entitled; (I) full particulars of any direct or indirect interest, including, without limitation, equity interests or any Derivative Instrument or Short Interest, in any principal competitor of the Corporation held by such Nominating Shareholder, beneficial owner, if any, or any of their respective Representatives; (J) full particulars of any direct or indirect interest of such Nominating Shareholder, beneficial owner, if any, or any of their respective Representatives in any contract, arrangement, understanding or relationship with the Corporation, any affiliate of the Corporation, any of the directors or officers of the Corporation or any of its affiliates, or with the Nominating Shareholder, such beneficial owner, if any, or any of their respective Representatives, or with any competitor or material supplier of the Corporation (including, without limitation, in any such case, any employment agreement, collective bargaining agreement or consulting agreement); (K) a representation that the Nominating Shareholder is a holder of record of securities of the Corporation, or a beneficial owner, entitled to vote at such meeting and intends to appear in person or by proxy at the applicable shareholders meeting to propose such nomination; (L) a representation of whether either such Nominating Shareholder or beneficial owner, if any, alone or acting jointly or in concert with others, intends to deliver a proxy circular and/or form of proxy to any shareholder of the Corporation in connection with such nomination or otherwise solicit or participate in the solicitation of proxies from shareholders of the Corporation in support of the nomination; and (eM) any other information relating to such Nominating Shareholder that would be required to be disclosed made in a dissident’s proxy circular or other filings required to be made in connection with the solicitation solicitations of proxies for election of directors pursuant to the Act or any applicable securities laws; andApplicable Securities Laws; (3b) a written consent duly signed by each Proposed Nominee to being named as a nominee for election A Nominating Shareholders’ notice to the Board and to serve as a director of the Corporation, if elected.board must also state: