Common use of Redemption and Waiver Clause in Contracts

Redemption and Waiver. (a) The Directors acting in good faith may, until the occurrence of a Flip-in Event, upon prior written notice delivered to the Rights Agent, waive the application of Section 3.1 to a particular Flip-in Event that would result from a Take-over Bid made by way of take-over bid circular to all holders of record of Units (which for greater certainty shall not include the circumstances described in Subsection 5.1(h)); provided that if the Directors waive the application of Section 3.1 to a particular Flip-in Event pursuant to this Subsection 5.1(a), the Directors shall be deemed to have waived the application of Section 3.1 to any other Flip-in Event occurring by reason of any Take-over Bid which is made by means of a take-over bid circular to all holders of record of Units prior to the expiry of any Take-over Bid (as the same may be extended from time to time) in respect of which a waiver is, or is deemed to have been, granted under this Subsection 5.1(a). (b) Subject to the prior consent of the holders of the Units or the Rights as set forth in Subsection 5.4(b) or 5.4(c), the Directors acting in good faith may, at their option, at any time prior to the provisions of Section 3.1 becoming applicable as a result of the occurrence of a Flip-in Event, elect to redeem all but not less than all of the outstanding Rights at a redemption price of $0.000001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 if an event of the type analogous to any of the events described in Section 2.3 shall have occurred (such redemption price being herein referred to as the "Redemption Price").

Redemption and Waiver. (a) The Directors acting in good faith may, until the occurrence Board of a Flip-in Event, upon prior written notice delivered to the Rights Agent, waive the application of Section 3.1 to a particular Flip-in Event that would result from a Take-over Bid made by way of take-over bid circular to all holders of record of Units (which for greater certainty shall not include the circumstances described in Subsection 5.1(h)); provided that if the Directors waive the application of Section 3.1 to a particular Flip-in Event pursuant to this Subsection 5.1(a), the Directors shall be deemed to have waived the application of Section 3.1 to any other Flip-in Event occurring by reason of any Take-over Bid which is made by means of a take-over bid circular to all holders of record of Units prior to the expiry of any Take-over Bid (as the same may be extended from time to time) in respect of which a waiver is, or is deemed to have been, granted under this Subsection 5.1(a). (b) Subject to the prior consent of the holders of the Units or the Rights as set forth in Subsection 5.4(b) or 5.4(c), the Directors acting in good faith may, at their its option, at any time prior to the provisions of Section 3.1 becoming applicable as a result of the occurrence of a Flip-in Event, Separation Time elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.000001 0.001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 herein if an event of the type analogous to any of the events described in Section 2.3 herein shall have occurred (such redemption price being herein referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) The Board of Directors may, until the expiration of 10 Business Days following the occurrence of a Flip-in Event, upon written notice delivered to the Rights Agent, waive the application of Section 3.1 to any particular Flip-in Event. (c) Notwithstanding the provisions of subsection 5.1(b) herein, the Board of Directors may waive the application of Section 3.1 herein to any particular Flip-in Event, provided that both of the following conditions are satisfied: (i) the Board of Directors has determined that the Acquiring Person became an Acquiring Person by inadvertence and without any intent or knowledge that he would become an Acquiring Person; and (ii) such Acquiring Person has reduced its Beneficial Ownership of Voting Shares such that at the time of waiver pursuant to this subsection 5.1

Redemption and Waiver. (a) The Board of Directors acting in good faith may, until the occurrence of a Flip-in Event, In Event upon prior written notice delivered to the Rights Agent, determine to waive the application of Section 3.1 to any Flip- In Event, provided that if the Board of Directors waives the application of Section 3.1 to a particular Flip-in In Event that would result from occurring by reason of any Take-Over Bid which is made by means of a Take-over Over Bid made by way of take-over bid circular to all holders of record of Units (which for greater certainty shall not include the circumstances described in Subsection 5.1(h)); provided that if the Directors waive the application of Section 3.1 to a particular Flip-in Event pursuant to this Subsection 5.1(a)Voting Shares, the Board of Directors shall will be deemed to have waived the application of Section 3.1 to any other Flip-in In Event occurring by reason of any other Take-over Over Bid which is made by means of a takeTake-over bid Over Bid circular to all holders of record of Units shares prior to the expiry of any Take-over Bid (Over Bid, as the same may be extended from time to time) , in respect of which a waiver is, or is deemed to have been, granted under this Subsection 5.1(a). (b) Subject to the prior consent of the holders of the Units Voting Shares or the Rights rights obtained as set forth in Subsection 5.4(b) or 5.4(c(c), as applicable, the Board of Directors acting in good faith of the Corporation may, at their its option, at any time prior to the provisions of Section 3.1 becoming applicable as a result of the occurrence of a Flip-in Event, elect to redeem all but not less than all of the outstanding Rights at a redemption price of $0.000001 0.001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 if an event of the type analogous to any of the events described in Section 2.3 shall have occurred (such redemption price being herein referred to as the "Redemption Price").

Redemption and Waiver. (a) The Board of Directors acting in good faith may, until the occurrence of a Flip-in Event, upon prior written notice delivered to the Rights Agent, waive the application of Section 3.1 to a particular Flip-in Event that would result from a Take-over Bid made by way of take-over bid circular to all holders of record of Units (which for greater certainty shall not include the circumstances described in Subsection 5.1(h)); provided that if the Directors waive the application of Section 3.1 to a particular Flip-in Event pursuant to this Subsection 5.1(a), the Directors shall be deemed to have waived the application of Section 3.1 to any other Flip-in Event occurring by reason of any Take-over Bid which is made by means of a take-over bid circular to all holders of record of Units prior to the expiry of any Take-over Bid (as the same may be extended from time to time) in respect of which a waiver is, or is deemed to have been, granted under this Subsection 5.1(a). (b) Subject to the prior consent of the holders of the Units or the Rights as set forth in Subsection 5.4(b) or 5.4(c), the Directors acting in good faith may, at their its option, at any time prior to the provisions of Section 3.1 becoming applicable as a result of the occurrence of a Flip-in Event, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.000001 0.001 per Right Right, appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 3.2, if an event of the type analogous to any of the events described in Section 2.3 shall have occurred (such redemption price being herein referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) The Board of Directors may, until the occurrence of a Flip-in Event upon written notice delivered to the Rights Agent, determine to waive the application of Section 4.1. (c) Notwithstanding the provisions of subsection 6.1(b) hereof, the Board of Directors of the Corporation may waive the application of Section 4.1 in respect of any Flip-in Event, provided that both of the following conditions are satisfied: (i) the Board of Directors has determined, within 14 days of the date on which the Board of Directors learns of such Flip-in Event, that a Person became an Acquiring Person by inadvertence and without any intention to become, or knowledge that it would become, an Acquiring Person; and (ii) such Person has, within 14 days after such determination or such earlier or later period as the Board of Directors may determine, reduced its Beneficial Ownership of Voting Shares such that at the time of the granting of a waiver pursuant to this subsection 6.1