Common use of Rights of Dissent Clause in Contracts

Rights of Dissent. Registered Shareholders may exercise dissent rights with respect to the Common Shares held by such holders (“Dissent Rights”) in connection with the Arrangement pursuant to and in the manner set forth in Section 185 of the OBCA, as modified by the Interim Order and this Section 3.1; provided that, notwithstanding subsection 185(6) of the OBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6) of the OBCA must be received by the Company not later than 5:00 p.m. two Business Days immediately preceding the date of the Company Meeting (as it may be adjourned or postponed from time to time). Dissenting Holders who duly exercise their Dissent Rights shall be deemed to have transferred the Common Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens, as provided in Section 2.3(g), and if they: (a) ultimately are entitled to be paid fair value for such Common Shares: (i) shall be deemed not to have participated in the transactions in Article 2 (other than Section 2.3(g)); (ii) will be entitled to be paid the fair value of such Common Shares, which fair value, notwithstanding anything to the contrary contained in Part XIV of the OBCA, shall be determined as of the close of business on the day before the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Common Shares; or (b) ultimately are not entitled, for any reason, to be paid fair value for such Common Shares, shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Common Shares as provided for in Section 2.3(h) of this Plan of Arrangement.

Rights of Dissent. Registered Shareholders (a) Pursuant to the Interim Order, a Dissenting Shareholder may exercise dissent rights the Dissent Rights with respect to the Common Buena Vista Shares held by such holders (“Dissent Rights”) holder in connection with the Arrangement pursuant to and in the manner set forth in Section 185 of the OBCA, as modified by the Interim Order and this Section 3.14.1; provided thatprovided, notwithstanding subsection 185(6) of the OBCAhowever, the any written objection to the Arrangement Resolution referred to in subsection Section 185(6) of the OBCA must be received by the Company Buena Vista not later than 5:00 p.m. (Toronto time) two (2) Business Days immediately preceding the date of the Company Buena Vista Meeting (as it may be adjourned or postponed from time to time). . (b) Each Dissenting Holders Shareholder who duly exercise their Dissent Rights shall be deemed to have transferred the Common Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens, as provided in Section 2.3(g), and if theyis: (ai) ultimately are entitled to be paid fair value for such Common holder’s Buena Vista Shares: (iA) shall be deemed not to have participated in the transactions in Article 2 3 (other than Section 2.3(g3.1(a)); (iiB) will shall be entitled to be paid the fair value of such Common SharesBuena Vista Shares by Wabi (with funds of Wabi not directly or indirectly provided by Buena Vista), which fair value, notwithstanding anything to the contrary contained in Part XIV of the OBCA, value shall be determined as of the close of business on the day Business Day immediately before the Arrangement Resolution was adopted; and (iiiC) will shall not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders holder not exercised their Dissent Rights in respect of such Common Buena Vista Shares; or (bii) ultimately are not entitled, for any reason, to be paid fair value for such Common Shares, Buena Vista Shares shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Common Shares as provided for in Section 2.3(h) of this Plan of ArrangementBuena Vista Shareholder who was not a Dissenting Shareholder.

Rights of Dissent. Registered Shareholders Pursuant to the Interim Order, registered holders of Xxxxxx Shares may exercise rights of dissent rights with respect to the Common Shares held by such holders (“Dissent Rights”) under Section 190 of the CBCA, as modified by this Article 4, the Interim Order and the Final Order, with respect to Xxxxxx Shares in connection with the Arrangement pursuant to and in the manner set forth in Section 185 of the OBCAArrangement, as modified by the Interim Order and this Section 3.1; provided that, notwithstanding subsection 185(6) of the OBCA, that the written notice setting forth the objection of such registered Xxxxxx Shareholders to the Arrangement Resolution referred to in subsection 185(6) and exercise of the OBCA Dissent Rights must be received by the Company Xxxxxx not later than 5:00 p.m. on the business day that is two Business Days immediately preceding (2) business days before the Xxxxxx Meeting or any date of to which the Company Xxxxxx Meeting (as it may be postponed or adjourned or postponed from time to time). Dissenting Holders and provided further that holders who duly exercise their Dissent Rights shall be deemed to have transferred the Common Shares held by them such rights of dissent and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens, as provided in Section 2.3(g), and if theywho: (a) are ultimately are entitled to be paid fair value for such Common Shares: (i) shall be deemed not to have participated in the transactions in Article 2 (other than Section 2.3(g)); (ii) will be entitled to be paid the fair value of such Common their Xxxxxx Shares, which fair value, notwithstanding anything to the contrary contained in Part XIV XV of the OBCACBCA, shall be determined as of the close of business on the day before the Arrangement Resolution was adoptedEffective Date, shall be deemed to have transferred their Xxxxxx Shares to Xxxxxx for cancellation immediately prior to the Effective Time, and Xxxxxx shall fund such payment using its own assets; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Common Shares; orand (b) are ultimately are not entitled, for any reason, to be paid fair value for such Common Shares, their Xxxxxx Shares shall be deemed to have participated in the Arrangement Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Common Xxxxxx Shares as provided for and shall be entitled to receive only the consideration contemplated in Section 2.3(h3.01(a) of this Plan of Arrangementhereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights.

Rights of Dissent. Registered Shareholders may exercise dissent rights with respect to the Common Shares held by such holders (“Dissent Rights”) in connection with the Arrangement pursuant to and in the manner set forth in Section 185 section 190 of the OBCACBCA, as modified by the Interim Order and this Section 3.1; provided that, notwithstanding subsection 185(6190(5) of the OBCACBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6190(5) of the OBCA CBCA must be received by the Company not later than 5:00 p.m. (Calgary time) on the date that is two Business Days immediately preceding the date of the Company Meeting (as it may be adjourned or postponed from time to time). Dissenting Holders who duly exercise their Dissent Rights shall be deemed to have transferred the Common Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens, as provided in Section 2.3(g), 2.3(e) and if they: (a) ultimately are entitled to be paid fair value for such Common Shares: (i) shall be deemed not to have participated in the transactions in Article 2 (other than Section 2.3(g2.3(e)); (ii) will be entitled to be paid the fair value of such Common Shares, which fair value, notwithstanding anything to the contrary contained in Part XIV XV of the OBCACBCA, shall be determined as of the close of business on the day before the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Common Shares; or (b) ultimately are not entitled, for any reason, to be paid fair value for such Common Shares, shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Common Shares as provided for in Section 2.3(h) of this Plan of ArrangementShares.

Rights of Dissent. Registered Shareholders Holders of Fairmont Shares may exercise dissent rights with respect to the Common Shares held by such holders (“Dissent Rights”) Rights in connection with the Arrangement pursuant to and in the manner set forth in Section 185 of the OBCA, as modified by the Interim Order and this Section 3.1Arrangement; provided that, notwithstanding subsection 185(6Subsection 190(5) of the OBCACBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6Subsection 190(5) of the OBCA CBCA must be received by the Company Fairmont not later than 5:00 p.m. two (Eastern time) on the Business Days immediately Day preceding the date Fairmont Meeting. Holders of the Company Meeting (as it may be adjourned or postponed from time to time). Dissenting Holders Fairmont Shares who duly exercise their Dissent Rights shall be deemed to have transferred the Common Shares held by them such rights of dissent and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens, as provided in Section 2.3(g), and if theywho: (a) are ultimately are determined to be entitled to be paid fair value for such Common Shares: (i) their Fairmont Shares shall be deemed not to have participated in the transactions in Article 2 (other than Section 2.3(g)); (ii) will be entitled transferred such Fairmont Shares to be paid the fair value of such Common Shares, which fair value, notwithstanding anything to the contrary contained in Part XIV of the OBCA, shall be determined as of the close of business on the day before the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Common SharesPurchaser; or (b) are ultimately are determined not to be entitled, for any reason, to be paid fair value for such Common Shares, their Fairmont Shares shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Common Fairmont Shares; but in no case shall Purchaser, Fairmont or any other Person be required to recognize such holders as holders of Fairmont Shares as provided for in Section 2.3(h) after the Effective Time, and the names of this Plan such holders of ArrangementFairmont Shares shall be deleted from the registers of holders of Fairmont Shares at the Effective Time and the Purchaser shall be considered the holder of 100% of the Fairmont Shares at the Effective Time.

Rights of Dissent. Registered Pursuant to the Interim Order, UNE Shareholders may exercise rights of dissent rights ("Dissent Rights") under Section 238 of the BCBCA, as modified by this Article 4, the Interim Order and the Final Order, with respect to the Common UNE Shares held by such holders (“Dissent Rights”) in connection with the Arrangement pursuant to and in the manner set forth in Section 185 of the OBCAArrangement, as modified by the Interim Order and this Section 3.1; provided that, notwithstanding subsection 185(6) of the OBCA, that the written notice setting forth the objection of such registered UNE Shareholders to the Arrangement Resolution referred to in subsection 185(6) and exercise of the OBCA Dissent Rights must be received by the Company UNE not later than 5:00 4:00 p.m. on the business day that is two Business Days immediately preceding (2) business days before the UNE Meeting or any date of to which the Company UNE Meeting (as it may be postponed or adjourned or postponed from time and provided further that UNE Shareholders who exercise such rights of dissent and who: (a) are ultimately entitled to time). Dissenting Holders who duly exercise be paid by UNE fair value for their Dissent Rights UNE Shares, shall be deemed to have transferred the Common their UNE Shares held by them and to UNE in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens, as provided in Section 2.3(g), and if they: (a) ultimately are entitled to be paid fair value consideration for such Common Shares: (i) shall be deemed not to have participated in the transactions in Article 2 (other than Section 2.3(g)); (ii) will be entitled a debt claim against UNE to be paid the fair value of such Common Shares, which fair value, notwithstanding anything to the contrary contained in Part XIV of the OBCA, shall be determined as of the close of business on the day before the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable shares under the Arrangement had such holders not exercised their Dissent Rights in respect of such Common SharesRights; orand (b) are ultimately are not entitled, for any reason, to be paid fair value for such Common Shares, their UNE Shares shall be deemed to have participated in the Arrangement Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Common UNE Shares as provided for and shall be entitled to receive only the consideration contemplated in Section 2.3(h3.01 (b) of this Plan of Arrangementhereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights.

Rights of Dissent. Registered Shareholders Pursuant to the Interim Order, registered holders of Azarga Shares may exercise rights of dissent rights with respect to the Common Shares held by such holders (“Dissent Rights”) in connection with the this Plan of Arrangement pursuant to and in the manner set forth in Section 185 sections 237 to 242 of the OBCA, Act as modified by modifiedby the Interim Order, the Final Order and this Section 3.1; 4.1 with respect to Azarga Shares in connection with the Arrangement (the "Dissent Procedures"), provided that, that notwithstanding subsection 185(6) section 242 of the OBCAAct, the exercise of Dissent Rights and written objection of such registered Azarga Shareholder to the special resolution approving the Arrangement Resolution referred to in subsection 185(6) of the OBCA must be received by the Company Azarga not later than 5:00 p.m. (Vancouver Time) on the Business Day that is two (2) Business Days immediately preceding before the Azarga Meeting or any date of to which the Company Azarga Meeting (as it may be postponed or adjourned or postponed from time to time). and provided further that Dissenting Holders who duly exercise their Dissent Rights shall be deemed to have transferred the Common Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens, as provided in Section 2.3(g), and if theyShareholders who: (a) are ultimately are entitled to be paid fair value for such Common Shares: (i) shall be deemed not to have participated in the transactions in Article 2 (other than Section 2.3(g)); (ii) will be entitled to be paid the fair value of such Common their Azarga Shares, which fair value, notwithstanding anything to the contrary contained in Part XIV of the OBCA, (i) shall be determined deemed to have transferred such Azarga Shares to enCore as of the close Effective Time without any further act or formality, free and clear of business on all liens, claims and encumbrances, in consideration for the day before payment by enCore of the Arrangement Resolution was adoptedfair value thereof, incash; and (iiiii) will not be entitled to any other payment or consideration, consideration including any payment that would be payable under the Arrangement had such holders Dissenting Shareholders not exercised their Dissent Rights in respect of such Common SharesRight; or (b) ultimately are not entitled, for any reason, to be paid fair value for such Common Shares, shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Common Shares as provided for in Section 2.3(h) of this Plan of Arrangement.