Common use of Rights of Dissent Clause in Contracts

Rights of Dissent. Each Buyco Securityholder may exercise Dissent Rights with respect to his Buyco securityholdings pursuant to and in the manner set forth in Sections 237 to 247 of the BCBCA, Article 6 of the Arrangement Agreement, and this Section 3.1 (the “Dissent Procedures”) in connection with the Arrangement, provided that, notwithstanding Subsection 242(1)(a) of the BCBCA, the written objection to the Arrangement Resolution referred to in Subsection 242(1)(a) of the BCBCA must be received by Buyco not later than 5:00 p.m. (Vancouver Time) on the last Business Day preceding the Buyco Meeting Date. Each Buyco Securityholder who duly exercises such Dissent Rights and who is ultimately: (a) entitled to be paid fair value for his Buyco Shares, shall be deemed to have transferred such Buyco Shares to Buyco as of the Effective Time without any further act or formality and free and clear of all liens, claims and encumbrances, in consideration for the payment by Buyco of the fair value thereof, in cash; or (b) not entitled, for any reason, to be paid fair value for his Buyco Shares, shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting Buyco Securityholder and shall receive Subco-RI Shares on the basis determined in accordance with Section 2.3(5); but in no case shall Buyco or any other Person be required to recognize each such holder as a Buyco Securityholder after the Effective Time, and the name of each such Buyco Securityholder duly exercising Dissent Rights shall be removed from the central securities register of Buyco at the Effective Time.

Rights of Dissent. Each Buyco Securityholder may exercise Dissent Rights with respect to his Buyco securityholdings pursuant to and in the manner set forth in Sections 237 to 247 of the BCBCA, Article 6 of the Arrangement Agreement, and this Section 3.1 (the “Dissent Procedures”) in connection with the Arrangement, provided that, notwithstanding Subsection 242(1)(a) of the BCBCA, the written objection to the Arrangement Resolution referred to in Subsection 242(1)(a) of the BCBCA must be received by Buyco not later than 5:00 p.m. (Vancouver Time) on the last Business Day preceding the Buyco Meeting Date. Each Buyco Securityholder who duly exercises such Dissent Rights and who is ultimately: (a) entitled to be paid fair value for his Buyco Shares, shall be deemed to have transferred such Buyco Shares to Buyco as of the Effective Time without any further act or formality and free and clear of all liens, claims and encumbrances, in consideration for the payment by Buyco of the fair value thereof, in cash; or (b) not entitled, for any reason, to be paid fair value for his Buyco Shares, shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting Buyco Securityholder and shall receive Subco-RI Shares on the basis determined in accordance with Section 2.3(5)2.3; but in no case shall Buyco or any other Person be required to recognize each any such holder as a Buyco Securityholder after the Effective Time, and the name of each such Buyco Securityholder duly exercising Dissent Rights shall be removed from the central securities register of Buyco at the Effective Time.

Rights of Dissent. Each Buyco Securityholder may exercise Dissent Rights with respect to his Buyco securityholdings pursuant to and in the manner set forth in Sections 237 to 247 of the BCBCA, Article 6 of the Arrangement Agreement, and this Section 3.1 (the “Dissent Procedures”) in connection with the Arrangement, provided that, notwithstanding Subsection 242(1)(a) of the BCBCA, the written objection to the Arrangement Resolution referred to in Subsection 242(1)(a) of the BCBCA must be received by Buyco not later than 5:00 p.m. (Vancouver Time) on the last Business Day preceding the Buyco Meeting Date. Each Buyco Securityholder who duly exercises such Dissent Rights and who is ultimately: (a) entitled to be paid fair value for his Buyco Shares, shall be deemed to have transferred such Buyco Shares to Buyco as of the Effective Time without any further act or formality and free and clear of all liens, claims and encumbrances, in consideration for the payment by Buyco of the fair value thereof, in cash; or (b) not entitled, for any reason, to be paid fair value for his Buyco Shares, shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting Buyco Securityholder and shall receive Subco-RI Issuer Shares on the basis determined in accordance with Section 2.3(5); but in no case shall Buyco or any other Person be required to recognize each such holder as a Buyco Securityholder after the Effective Time, and the name of each such Buyco Securityholder duly exercising Dissent Rights shall be removed from the central securities register of Buyco at the Effective Time.

Rights of Dissent. Each Buyco Securityholder Subject to Section 3.2, holders of Company Common Shares, other than an Affiliate of the Company, may exercise Dissent Rights rights of dissent with respect to his Buyco securityholdings such shares pursuant to and in the manner set forth in Sections 237 to 247 Division 2 of Part 8 of the BCBCA, Article 6 of the Arrangement Agreement, and this Section 3.1 and the Interim Order as the same may be further modified by the Interim Order and/or Final Order (the “Dissent ProceduresRights”) in connection with the Arrangement, ; provided that, notwithstanding Subsection 242(1)(asubsection 242(2) of the BCBCA, the written objection to the Arrangement Resolution referred to in Subsection 242(1)(acontemplated by subsection 242(2) of the BCBCA must be received by Buyco Company not later than 5:00 p.m. (Vancouver TimeBritish Columbia time) on the last Business Day preceding the Buyco Meeting DateCompany Meeting. Each Buyco Securityholder who duly exercises such Dissent Rights and who is ultimatelyDissenting Shareholders who: (a) entitled to be paid fair value for his Buyco Common Shares, shall be deemed to have transferred such Buyco Company Common Shares to Buyco as of the Effective Time to Bidco, without any further act or formality formality, and free and clear of all liens, claims and encumbrances, in consideration for the payment by Buyco of the fair value thereof, in cash; or (b) are ultimately determined not to be entitled, for any reason, to be paid fair value for his Buyco their Company Common Shares, shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting Buyco Securityholder holder of Company Common Shares, and shall receive Subco-RI the Consideration in exchange for their Company Common Shares on the basis determined in accordance with Sections 2.2(b) and 2.4(b) above (subject to Section 2.3(52.3); but in no case shall Buyco Walter, Bidco, the Depositary or any other Person be required to recognize each such holder Dissenting Shareholders as a Buyco Securityholder holders of Company Common Shares after the Effective Time, and the name names of each such Buyco Securityholder duly exercising Dissent Rights Dissenting Shareholders shall be removed deleted from the central securities register registers of Buyco holders of Company Common Shares at the Effective Time.