Common use of Special Distribution Clause in Contracts

Special Distribution. If at any time while the Warrants are outstanding the Corporation shall issue or distribute to all or substantially all the holders of Common Shares: (a) shares of any class other than Common Shares (excluding for the avoidance of doubt any SpinCo Shares or other securities of SpinCo issued pursuant to the Separation Transaction), or (b) rights, options or warrants (other than (i) pursuant to a employee stock option plan or employee share purchase plan or other employment incentive, (ii) rights, options or warrants exercisable not more than 45 days from the date of issue to purchase Common Shares at a price per Common Share equal to or greater than the Current Warrant Price or to purchase Convertible Securities having a conversion price per Common Share equal to or greater than the Current Warrant Price or (iii) as provided for in Section 4.3), or (c) evidences of indebtedness, or (d) any other assets (other than a cash dividend payable out of the earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Corporation) and, in any of those cases, the issuance or distribution does not constitute a distribution to which Sections 4.2 or 4.3 applies (any of such events being herein called a "Special Distribution"), then the Current Warrant Price shall be adjusted effective immediately after the record date at which the holders of Common Shares are determined for purposes of the Special Distribution to a price which is the product of: (i) the Current Warrant Price in effect on such record date; and (ii) a fraction: (1) the numerator shall be the number of Common Shares Deemed Outstanding on the record date multiplied by the Current Market Price on the record date, less the fair market value (as determined by the directors acting in good faith with a view to the interests of all of the security holders of the Corporation, including the Holder) of the shares, evidences of indebtedness, assets or property, or rights, options or warrants so distributed; and (2) the denominator shall be the number of Common Shares Deemed Outstanding on the record date multiplied by such Current Market Price. to the extent that the Special Distribution is not so made or to the extent that any rights, options or warrants so distributed are not exercised, the Current Warrant Price shall be readjusted to the Current Warrant Price which would then be in effect based upon such shares, rights, options, warrants, evidences of indebtedness or assets actually distributed or based upon the number of Common Shares or Convertible Securities actually delivered upon the exercise of such rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date.

Special Distribution. If at any time while and whenever during the Warrants are outstanding Exercise Period, the Corporation Company shall issue or distribute to all or to substantially all the holders of the Common Shares: (ai) shares of any class other than Common Shares (excluding for the avoidance of doubt any SpinCo Shares or other securities of SpinCo issued pursuant to the Separation Transaction)Company including shares, or (b) rights, options or warrants (other than (i) pursuant to a employee stock option plan acquire shares of any class or employee share purchase plan securities exchangeable for or other employment incentiveconvertible into or exchangeable into any such shares or cash, (ii) rights, options property or warrants exercisable not more than 45 days from the date of issue to purchase Common Shares at a price per Common Share equal to or greater than the Current Warrant Price or to purchase Convertible Securities having a conversion price per Common Share equal to or greater than the Current Warrant Price or (iii) as provided for in Section 4.3), or (c) assets and including evidences of its indebtedness, or (dii) any cash, property or other assets (other than a cash dividend payable out of the earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Corporation) andassets, in any of those cases, the and if such issuance or distribution does not constitute Dividends Paid in the Ordinary Course, a distribution to which Sections 4.2 Common Share Reorganization or 4.3 applies a Rights Offering (any of such non-excluded events being herein called a "“Special Distribution"”), then the Current Warrant Exercise Price shall will be adjusted effective immediately after the such record date at which so that it will equal the holders of Common Shares are rate determined for purposes of by multiplying the Special Distribution to a price which is the product of: (i) the Current Warrant Exercise Price in effect on such record date; and (ii) date by a fraction: (1) , of which the numerator shall be the total number of Common Shares Deemed Outstanding outstanding on the such record date multiplied by the Current Market Price on the earlier of such record datedate and the date on which the Company announces its intention to make such distribution, less the aggregate fair market value (as determined by the directors directors, acting reasonably and in good faith with a view to faith, at the interests of all of the security holders of the Corporation, including the Holdertime such distribution is authorized) of the sharessuch securities, evidences of indebtedness, assets or property, shares or rights, options or warrants or evidences of indebtedness or cash, property or other assets so distributed; and (2) , and of which the denominator shall be the total number of Common Shares Deemed Outstanding outstanding on the such record date multiplied by such Current Market Price. If at any time after the date hereof and prior to the extent that Time of Expiry, any of the Special Distribution is not so made or events set out in subsection 5.1(c) shall occur and the occurrence of such event results in an adjustment of the Exercise Price pursuant to the extent that any rightsprovisions of this Section 5.1, options or warrants so distributed are not exercised, the Current Warrant Price shall be readjusted to the Current Warrant Price which would then be in effect based upon such shares, rights, options, warrants, evidences of indebtedness or assets actually distributed or based upon the number of Common Shares or Convertible Securities actually delivered upon purchasable pursuant to this Warrant Certificate shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Common Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment and the denominator of which shall be the Exercise Price resulting from such rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record dateadjustment.

Special Distribution. If at any time while during the Warrants are outstanding Exercise Period the Corporation shall issue or distribute to all or substantially all of the holders of the Common Shares: (ai) shares of any class other than Common Shares (excluding for the avoidance of doubt any SpinCo Shares or other securities of SpinCo issued pursuant to the Separation Transaction), or (b) Corporation including rights, options or warrants (other than (i) pursuant to a employee stock option plan acquire shares of any class or employee share purchase plan securities exchangeable for or other employment incentive, convertible into any such shares or property or assets; (ii) rights, options or warrants exercisable not more than 45 days from evidences of the date of issue to purchase Common Shares at a price per Common Share equal to or greater than the Current Warrant Price or to purchase Convertible Securities having a conversion price per Common Share equal to or greater than the Current Warrant Price or Corporation’s indebtedness; or (iii) as provided for in Section 4.3)any property or other assets, or (c) evidences of indebtedness, or (d) any other assets (other than a cash dividend payable out of the earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Corporation) and, in any of those cases, the and if such issuance or distribution does not constitute Dividends Paid in the Ordinary Course, a distribution to which Sections 4.2 Common Share Reorganization or 4.3 applies a Rights Offering (any of such non-excluded events being herein called a "“Special Distribution"”), the Exercise Price shall, subject to the prior written approval of any stock exchange or over-the-counter market on which the Common Shares are then the Current Warrant Price shall listed or quoted for trading, be adjusted effective immediately after the record date at which the holders of affected Common Shares are determined for purposes of the Special Distribution to a price which is determined by multiplying the product ofExercise Price in effect on such record date by a fraction: (i) the numerator of which shall be: A. the product of the number of Common Shares outstanding on such record date and the Current Warrant Market Price in effect of the Common Shares on such record date; less B. the excess, if any, of: (A) the fair market value on such record date, as determined by action by the directors, whose determination shall be conclusive, which action shall be subject to the prior written approval of any stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading, to the holders of the Common Shares of such securities or property or other assets so issued or distributed in the Special Distribution over; (B) the fair market value of any consideration received therefor by the Corporation from the holders of the Common Shares, as determined by action by the directors, which determination shall be conclusive; and (ii) a fraction: (1) the numerator denominator of which shall be the product of the number of Common Shares Deemed Outstanding outstanding on the such record date multiplied by and the Current Market Price of the Common Shares on the such record date, less . If during the fair market value (as determined by Exercise Period a Special Distribution shall occur which results in an adjustment in the directors acting in good faith with a view Exercise Price pursuant to the interests provisions of all of the security holders of the Corporationthis subsection 5.2(c), including the Holder) of the shares, evidences of indebtedness, assets or property, or rights, options or warrants so distributed; and (2) the denominator shall be the number of Common Shares Deemed Outstanding on the record date multiplied by such Current Market Price. purchasable pursuant to the extent that the Special Distribution is not so made or to the extent that any rights, options or warrants so distributed are not exercised, the Current each Warrant Price shall be readjusted to adjusted contemporaneously with the Current Warrant adjustment of the Exercise Price which would then be in effect based upon such shares, rights, options, warrants, evidences of indebtedness or assets actually distributed or based upon by multiplying the number of Common Shares or Convertible Securities actually delivered upon theretofore purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to such rightsadjustment and the denominator of which shall be the Exercise Price resulting from such adjustment. For the purposes of any computation made in accordance with this subsection 5.2(c), options Common Shares owned legally or warrantsbeneficially by the Corporation or any Subsidiary or any other Affiliate of the Corporation, as determined in accordance with the case may beprovisions of Section 13.7, but subject to any other adjustment required hereunder by reason of any event arising after the record dateshall be disregarded.

Special Distribution. If at any time while and whenever during the Warrants are outstanding Exercise Period the Corporation shall issue or distribute to all or to substantially all the holders of Common the Shares: (ai) shares of any class other than Common Shares (excluding for the avoidance of doubt any SpinCo Shares or other securities of SpinCo issued pursuant to the Separation Transaction)Corporation including shares, or (b) rights, options or warrants (other than (i) pursuant to a employee stock option plan acquire shares of any class or employee share purchase plan securities exchangeable for or other employment incentive, (ii) rights, options convertible into or warrants exercisable not more than 45 days from the date of issue to purchase Common Shares at a price per Common Share equal to or greater than the Current Warrant Price or to purchase Convertible Securities having a conversion price per Common Share equal to or greater than the Current Warrant Price or (iii) as provided for in Section 4.3)exchangeable into any such shares, or (c) evidences of indebtedness, or (dii) any other assets cash (other than a cash dividend payable out dividends made in the ordinary course), property or other assets or evidences of the earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Corporation) andits indebtedness, in any of those cases, the and if such issuance or distribution does not constitute a distribution to which Sections 4.2 Share Reorganization or 4.3 applies a Rights Offering (any of such non-excluded events being herein called a "“Special Distribution"”), then the Current Warrant Exercise Price shall be adjusted effective immediately after the record date at which the holders of Common Shares are determined for purposes of the Special Distribution to so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a price which is the product offraction: (i) the Current Warrant Price in effect numerator of which shall be the difference between: (A) the amount obtained by multiplying the number of Shares outstanding on such record date; and (ii) a fraction: (1) the numerator shall be the number of Common Shares Deemed Outstanding on the record date multiplied by the Current Market Price of the Shares on the such record date, less and (B) the fair market value (as determined by the directors acting in good faith with a view to the interests of all of the security holders of the Corporation, including ) to the Holder) holders of the shares, evidences such Shares of indebtedness, assets or property, or rights, options or warrants so distributedsuch Special Distribution; and (2ii) the denominator of which shall be the total number of Common Shares Deemed Outstanding outstanding on the such record date multiplied by such Current Market PricePrice of the Shares on such record date. Any Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. To the extent that the such Special Distribution is not so made or to the extent that any such rights, options or warrants so distributed are not exercisedexercised prior to the expiration thereof, the Current Warrant Exercise Price shall then be readjusted to the Current Warrant Exercise Price which would then be in effect based upon if such shares, rights, options, warrants, evidences of indebtedness record date had not been fixed or assets actually distributed or based upon the number of Common Shares or Convertible Securities actually delivered upon the exercise of if such expired rights, options or warrantswarrants had not been issued. From and after any adjustment of the Exercise Price pursuant to this Section 4(c), as the case may benumber of Shares purchasable pursuant to this Warrant Certificate shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Shares then otherwise purchasable on the exercise thereof by a fraction, but subject the numerator of which shall be the Exercise Price in effect immediately prior to any other the adjustment required hereunder by reason and the denominator of any event arising after which shall be the record dateExercise Price resulting from such adjustment.

Special Distribution. If and whenever at any time while from the Warrants are outstanding date hereof during the Corporation shall issue Exercise Period the Company issues or distribute distributes to all or substantially all the holders of Common Shares: (a) shares of any class other than shares distributed to holders of Common Shares (excluding for the avoidance of doubt any SpinCo Shares or other securities of SpinCo issued pursuant to their exercise of options to receive dividends in the Separation Transaction), orform of such shares in lieu of Dividends Paid in the Ordinary Course on the Common Shares; (b) rights, options or warrants (other than (i) pursuant to a employee stock option plan or employee share purchase plan or Unit Warrants and other employment incentive, (ii) than rights, options or warrants exercisable not more than within 45 days from the date of issue to purchase Common Shares thereof at a price per Common Share equal to price, or greater than at a conversion price, of at least 95% of the Current Warrant Market Price or to purchase Convertible Securities having a conversion price per Common Share equal to or greater than at the Current Warrant Price or (iii) as provided record date for in Section 4.3), orsuch distribution; (c) evidences of indebtedness, ; or (d) any other assets including shares of other corporations (other than a excluding cash dividend payable out of the earnings or earned surplus legally available for the payment of dividends that Special Warrantholders receive under the laws of the jurisdiction of incorporation of the Corporationsection 9.3) and, in any of those cases, the and that issuance or distribution does not constitute a distribution to which Sections 4.2 Share Reorganization or 4.3 applies a Rights Offering, (any of such those events being herein called a "Special Distribution"), then the Current Warrant Price shall Exchange Number will be adjusted effective immediately after the record date at which the holders of Common Shares are determined for purposes of the Special Distribution to an Exchange Number that is the product of (1) the Exchange Number in effect on the record date and (2) a price fraction: (e) the numerator of which is will be the product of (A) the sum of the number of Common Shares outstanding on the record date plus the number of Common Shares which the Special Warrantholders would be entitled to receive upon exercise of all their outstanding Special Warrants and Unit Warrants if they were exercised on the record date and (B) the Current Market Price thereof on that date; and (f) the denominator of which will be the product of: (i) the Current Warrant Price in effect sum of the number of Common Shares outstanding on such the record date plus the number of Common Shares which the Special Warrantholders would be entitled to receive upon exercise of all their outstanding Special Warrants and Unit Warrants if they were exercised on the record date; and (ii) a fraction: (1) the numerator shall be the number of Common Shares Deemed Outstanding on the record date multiplied by the Current Market Price thereof on the record that date, less the aggregate fair market value (value, as determined by the directors acting in good faith with a view to the interests of all of the security holders of the Corporationboard, including the Holder) whose determination, absent manifest error, will be conclusive, of the shares, rights, options, warrants, evidences of indebtedness, indebtedness or other assets issued or property, or rights, options or warrants so distributed; and (2) distributed in the denominator shall be the number of Special Distribution. Any Common Shares Deemed Outstanding on owned by or held for the record date multiplied by account of the Company will be deemed not to be outstanding for the purpose of any such Current Market Price. computation; to the extent that the Special Distribution distribution of shares, rights, options, warrants, evidences of indebtedness or assets is not so made or to the extent that any rights, options or warrants so distributed are not exercised, the Current Warrant Price shall Exchange Number will be readjusted to the Current Warrant Price which Exchange Number that would then be in effect based upon such shares, rights, options, warrants, evidences of indebtedness or assets actually distributed or based upon the number of Common Shares or Convertible Securities actually delivered upon the exercise of such the rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date.

Special Distribution. If at any time while and whenever during the Warrants are outstanding Exercise Period the Corporation shall issue or distribute to all or to substantially all the holders of Common the Shares: (ai) shares of any class other than Common Shares (excluding for the avoidance of doubt any SpinCo Shares or other securities of SpinCo issued pursuant to the Separation Transaction)Corporation including shares, or (b) rights, options or warrants (other than (i) pursuant to a employee stock option plan acquire shares of any class or employee share purchase plan securities exchangeable for or other employment incentive, (ii) rights, options convertible into or warrants exercisable not more than 45 days from the date of issue to purchase Common Shares at a price per Common Share equal to or greater than the Current Warrant Price or to purchase Convertible Securities having a conversion price per Common Share equal to or greater than the Current Warrant Price or (iii) as provided for in Section 4.3)exchangeable into any such shares, or (c) evidences of indebtedness, or (dii) any other assets cash (other than a cash dividend payable out dividends made in the ordinary course), property or other assets or evidences of the earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Corporation) andits indebtedness, in any of those cases, the and if such issuance or distribution does not constitute a distribution to which Sections 4.2 Share Reorganization or 4.3 applies a Rights Offering (any of such non-excluded events being herein called a "“Special Distribution"”), then the Current Warrant Exercise Price shall be adjusted effective immediately after the record date at which the holders of Common Shares are determined for purposes of the Special Distribution to so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a price which is the product offraction: (i) the Current Warrant Price in effect numerator of which shall be the difference between: (A) the amount obtained by multiplying the number of Shares outstanding on such record date; and (ii) a fraction: (1) the numerator shall be the number of Common Shares Deemed Outstanding on the record date multiplied by the Current Market Price of the Shares on the such record date, less and (B) the fair market value (as determined by the directors acting in good faith with a view to the interests of all of the security holders of the Corporation, including ) to the Holder) holders of the shares, evidences such Shares of indebtedness, assets or property, or rights, options or warrants so distributedsuch Special Distribution; and (2ii) the denominator of which shall be the total number of Common Shares Deemed Outstanding outstanding on the such record date multiplied by such Current Market PricePrice of the Shares on such record date. Any Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. To the extent that the such Special Distribution is not so made or to the extent that any such rights, options or warrants so distributed are not exercisedexercised prior to the expiration thereof, the Current Warrant Exercise Price shall then be readjusted to the Current Warrant Exercise Price which would then be in effect based upon if such shares, rights, options, warrants, evidences of indebtedness record date had not been fixed or assets actually distributed or based upon the number of Common Shares or Convertible Securities actually delivered upon the exercise of if such expired rights, options or warrantswarrants had not been issued. From and after any adjustment of the Exercise Price pursuant to this Section 5(c), as the case may benumber of Shares purchasable pursuant to this Warrant Certificate shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Shares then otherwise purchasable on the exercise thereof by a fraction, but subject the numerator of which shall be the Exercise Price in effect immediately prior to any other the adjustment required hereunder by reason and the denominator of any event arising after which shall be the record dateExercise Price resulting from such adjustment.

Special Distribution. If at any time while If, prior to the Warrants are outstanding Time of Expiry on the Corporation Expiry Date, the Company shall issue or distribute fix a record date (hereinafter referred to in this paragraph 1(i) as the “record date”) for the distribution to all or substantially all the holders of the outstanding Common SharesShares of: (ai) shares of any class class, whether of the Company or any other than Common Shares (excluding for the avoidance of doubt any SpinCo Shares or other securities of SpinCo issued pursuant to the Separation Transaction), orcorporation; (b) rights, options or warrants (other than (i) pursuant to a employee stock option plan or employee share purchase plan or other employment incentive, (ii) rights, options or warrants exercisable to acquire Common Shares or securities exchangeable for or convertible into Common Shares (other than rights, options or warrants pursuant to which holders of Common Shares are entitled, during a period expiring not more than 45 days from after the record date of issue for such issue, to subscribe for or purchase Common Shares at a price per Common Share equal to (or greater than in the Current Warrant Price case of securities exchangeable for or to purchase Convertible Securities having a convertible into Common Shares at an exchange or conversion price per Common Share equal to or greater than share at the date of issue of such securities) of at least 95% of the Current Warrant Market Price or of the Common Shares on such record date); (iii) as provided for in Section 4.3), evidences of indebtedness of the Company; or (civ) evidences of indebtednesscash, or (d) any securities or other property or assets (other than a cash dividend payable out of the earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Corporation) and, in any of those cases, the issuance or Company and if such distribution does not constitute (A) a distribution to which Sections 4.2 Capital Reorganization, (B) a Rights Offering, (C) a Common Share Reorganization, or 4.3 applies (D) a dividend paid in the ordinary course (any of such events non-excluded event being herein called hereinafter referred to as a "“Special Distribution"), then ”) the Current Warrant Exercise Price shall be adjusted effective immediately after the such record date at which so that it shall equal the holders of Common Shares are price determined for purposes of by multiplying the Special Distribution to a price which is the product of: (i) the Current Warrant Exercise Price in effect on such record date; and (ii) date by a fraction: : (A) the numerator of which shall be the amount by which (1) the numerator shall be amount obtained by multiplying the number of Common Shares Deemed Outstanding outstanding on the such record date multiplied by the Current Market Price on the such record date, less exceeds (2) the fair market value (as reasonably determined by the directors acting of the Company in good faith with a view faith, which determination shall be conclusive) to the interests of all of the security holders of the Corporation, including the Holder) such Common Shares of the shares, evidences of indebtedness, assets or property, or rights, options or warrants so distributedsuch Special Distribution; and and (2B) the denominator of which shall be the total number of Common Shares Deemed Outstanding outstanding on the such record date multiplied by such Current Market Price. Any Common Shares owned by or held for the account of the Company or any subsidiary of the Company shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that the such Special Distribution is not so made or to the extent that any such rights, options or warrants so distributed are not exercisedexercised prior to the expiration thereof, the Current Warrant Exercise Price shall then be readjusted to the Current Warrant Exercise Price which would then be in effect based upon if such shares, rights, options, warrants, evidences of indebtedness record date had not been fixed or assets actually distributed or based upon the number of Common Shares or Convertible Securities actually delivered upon the exercise of if such expired rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record datewarrants had not been issued.

Special Distribution. If at any time while during the Warrants are outstanding Adjustment Period the Corporation shall fixes a record date for the issue or distribute distribution to the holders of all or substantially all of the holders of Common SharesShares of: (a) shares of the Corporation of any class other than Common Shares (excluding for the avoidance of doubt any SpinCo Shares or other securities of SpinCo issued pursuant to the Separation Transaction), orclass; (b) rights, options or warrants to acquire Common Shares or securities exchangeable for or convertible into Common Shares (other than (i) pursuant to a employee stock option plan or employee share purchase plan or other employment incentive, (ii) rights, options or warrants exercisable pursuant to which holders of Common Shares are entitled, during a period expiring not more than 45 days from after the record date of issue for such issue, to subscribe for or purchase Common Shares at a price per share (or in the case of securities exchangeable for or convertible into Common Share equal to Shares at an exchange or greater than the Current Warrant Price or to purchase Convertible Securities having a conversion price per Common Share equal to or greater than share at the date of issue of such securities) of at least 95% of the Current Warrant Market Price or (iii) as provided for in Section 4.3of the Common Shares on such record date), or; (c) evidences of indebtedness, indebtedness of the Corporation; or (d) any other property or assets (other than a cash dividend payable out of the earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Corporation) and, in any of those cases, the issuance ; and if such issue or distribution does not constitute a distribution to which Sections 4.2 Common Share Reorganization or 4.3 applies a Rights Offering (any of such non-excluded events being herein called a "Special Distribution"), then the Current Warrant Exercise Price shall will be adjusted effective immediately after the record date at which the holders of Common Shares are determined for purposes of the Special Distribution to the amount determined by multiplying the Exercise Price in effect on the record date for the Special Distribution by a price which is the product offraction: (i) the Current Warrant Price in effect on such record date; and (ii) a fractionnumerator of which will be the difference between: (1A) the numerator shall be product of the number of Common Shares Deemed Outstanding outstanding on the such record date multiplied by and the Current Market Price of the Common Shares on the such record date, less and (B) the fair market value (value, as determined by the directors acting in good faith with a view Board of Directors, to the interests of all of the security holders of the Corporation, including the Holder) Common Shares of the shares, evidences of indebtedness, assets or property, or rights, options or warrants so distributed; and (2) the denominator shall be the number of Common Shares Deemed Outstanding on the record date multiplied by such Current Market Price. to the extent that the Special Distribution is not so made or to the extent that any rights, options or warrants so distributed are not exercised, the Current Warrant Price shall be readjusted to the Current Warrant Price which would then be in effect based upon such shares, rights, options, warrants, evidences of indebtedness or property or assets actually to be issued or distributed in the Special Distribution, and (ii) the denominator of which will be the product obtained by multiplying the number of Shares outstanding on such record date by the Current Market Price of the Common Shares on such record date. Any Common Shares owned by or based upon held for the account of the Corporation will be deemed not to be outstanding for the purpose of such calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this Section as a result of the fixing by the Corporation of a record date for the issue or distribution of rights, options or warrants to acquire Common Shares or securities exchangeable for or convertible into Common Shares referred to in this Section, the Exercise Price will be readjusted immediately after the expiry of any relevant exercise, exchange or conversion right to the amount which would then be in effect if the fair market value had been determined on the basis of the number of Common Shares or Convertible Securities actually delivered issued and remaining issuable immediately after such expiry, and will be further readjusted in such manner upon the exercise of such rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason expiry of any event arising after the record datefurther such right.

Special Distribution. If and whenever at any time while from the date of issuance of the Unit Warrants are outstanding during the Corporation shall Exercise Period the Company will issue or distribute to all or substantially all the holders of Common Shares: (a) shares of any class other than shares distributed to holders of Common Shares (excluding for the avoidance of doubt any SpinCo Shares or other securities of SpinCo issued pursuant to their exercise of options to receive dividends in the Separation Transaction), orform of such shares in lieu of Dividends Paid in the Ordinary Course on the Common Shares; (b) rights, options or warrants (other than (i) pursuant to a employee stock option plan or employee share purchase plan or Unit Warrants and other employment incentive, (ii) than rights, options or warrants exercisable not more than within 45 days from the date of issue to purchase Common Shares thereof at a price per Common Share equal to price, or greater than at a conversion price, of at least 95% of the Current Warrant Market Price or to purchase Convertible Securities having a conversion price per Common Share equal to or greater than at the Current Warrant Price or (iii) as provided record date for in Section 4.3), orsuch distribution; (c) evidences of indebtedness, ; or (d) any other assets including shares of other corporations (other than a excluding cash dividend payable out of the earnings or earned surplus legally available for the payment of dividends that Warrantholders receive under the laws of the jurisdiction of incorporation of the Corporationsection 8.3) and, in any of those cases, the and that issuance or distribution does not constitute a distribution to which Sections 4.2 Share Reorganization or 4.3 applies a Rights Offering, (any of such those events being herein called a "Special Distribution"), then the Current Warrant Price shall Exchange Number will be adjusted effective immediately after the record date at which the holders of Common Shares are determined for purposes of the Special Distribution to an Exchange Number that is the product of (1) the Exchange Number in effect on the record date and (2) a price fraction: (e) the numerator of which is will be the product of (A) the sum of the number of Common Shares outstanding on the record date plus the number of Common Shares which the Warrantholders would be entitled to receive upon exercise of all their outstanding Unit Warrants if they were exercised on the record date and (B) the Current Market Price thereof on that date; and (f) the denominator of which will be the product of: (i) the Current Warrant Price in effect sum of the number of Common Shares outstanding on such the record date plus the number of Common Shares which the Special Warrantholders would be entitled to receive upon exercise of all their outstanding Special Warrants if they were exercised on the record date; and (ii) a fraction: (1) the numerator shall be the number of Common Shares Deemed Outstanding on the record date multiplied by the Current Market Price thereof on the record that date, less the aggregate fair market value (value, as determined by the directors acting in good faith with a view to the interests of all of the security holders of the Corporationboard, including the Holder) whose determination, absent manifest error, will be conclusive, of the shares, rights, options, warrants, evidences of indebtedness, indebtedness or other assets issued or property, or rights, options or warrants so distributed; and (2) distributed in the denominator shall be the number of Special Distribution. Any Common Shares Deemed Outstanding on owned by or held for the record date multiplied by account of the Company will be deemed not to be outstanding for the purpose of any such Current Market Price. computation; to the extent that the Special Distribution distribution of shares, rights, options, warrants, evidences of indebtedness or assets is not so made or to the extent that any rights, options or warrants so distributed are not exercised, the Current Warrant Price shall Exchange Number will be readjusted to the Current Warrant Price which Exchange Number that would then be in effect based upon such shares, rights, options, warrants, evidences of indebtedness or assets actually distributed or based upon the number of Common Shares or Convertible Securities actually delivered upon the exercise of such the rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date.

Special Distribution. If at any time while and whenever during the Warrants are outstanding Exercise Period, the Corporation Company shall issue or distribute to all or to substantially all the holders of the Common Shares: (a) shares of any class other than Common Shares (excluding for the avoidance of doubt any SpinCo Shares or other : securities of SpinCo issued pursuant to the Separation Transaction)Company including shares, or (b) rights, options or warrants (other than (i) pursuant to a employee stock option plan acquire shares of any class or employee share purchase plan securities exchangeable for or convertible into or exchangeable into any such shares or cash, property or assets and including evidences of its indebtedness, or any cash, property or other employment incentiveassets, (ii) rights, options or warrants exercisable not more than 45 days from the date of issue to purchase Common Shares at a price per Common Share equal to or greater than the Current Warrant Price or to purchase Convertible Securities having a conversion price per Common Share equal to or greater than the Current Warrant Price or (iii) as provided for in Section 4.3), or (c) evidences of indebtedness, or (d) any other assets (other than a cash dividend payable out of the earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Corporation) and, in any of those cases, the and if such issuance or distribution does not constitute Dividends Paid in the Ordinary Course, a distribution to which Sections 4.2 Common Share Reorganization or 4.3 applies a Rights Offering (any of such non-excluded events being herein called a "Special Distribution"), then the Current Warrant Exercise Price shall will be adjusted effective immediately after the such record date at which so that it will equal the holders of Common Shares are rate determined for purposes of by multiplying the Special Distribution to a price which is the product of: (i) the Current Warrant Exercise Price in effect on such record date; and (ii) date by a fraction: (1) , of which the numerator shall be the total number of Common Shares Deemed Outstanding outstanding on the such record date multiplied by the Current Market Price on the earlier of such record datedate and the date on which the Company announces its intention to make such distribution, less the aggregate fair market value (as determined by the directors directors, acting in good faith with a view to reasonably, at the interests of all of the security holders of the Corporation, including the Holdertime such distribution is authorized) of the shares, evidences of indebtedness, assets or property, such shares or rights, options or warrants or evidences of indebtedness or cash, securities or other property or assets so distributed; and (2) , and of which the denominator shall be the total number of Common Shares Deemed Outstanding outstanding on the such record date multiplied by such Current Market Price. If at any time after the date hereof and prior to the extent that Time of Expiry, any of the Special Distribution is not so made or events set out in subsection 5.1(c) shall occur and the occurrence of such event results in an adjustment of the Exercise Price pursuant to the extent that any rightsprovisions of this Section 5.3, options or warrants so distributed are not exercised, the Current Warrant Price shall be readjusted to the Current Warrant Price which would then be in effect based upon such shares, rights, options, warrants, evidences of indebtedness or assets actually distributed or based upon the number of Common Shares or Convertible Securities actually delivered purchasable upon exercise of the Warrants shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Common Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment and the denominator of which shall be the Exercise Price resulting from such rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record dateadjustment.

Special Distribution. If and whenever at any time while after the Warrants are outstanding date hereof and prior to the Expiry Time, the Corporation shall fixes a record date for the payment, issue or distribute distribution to the holders of all or substantially all of the holders of Common SharesShares of: (ai) shares of any class other than Common Shares (excluding for the avoidance of doubt any SpinCo Shares or other securities of SpinCo issued pursuant to the Separation Transaction), orCorporation; (b) rights, options or warrants (other than (i) pursuant to a employee stock option plan or employee share purchase plan or other employment incentive, (ii) rights, options or warrants exercisable to acquire Common Shares or securities exchangeable for or convertible into Common Shares (other than rights, options or warrants pursuant to which holders of Common Shares are entitled, during a period expiring not more than 45 days from after the record date of issue for such issue, to subscribe for or purchase Common Shares at a price per share (or in the case of securities exchangeable for or convertible into Common Share equal to Shares at an exchange or greater than the Current Warrant Price or to purchase Convertible Securities having a conversion price per Common Share equal to or greater than share at the date of issue of such securities) of at least 95% of the Current Warrant Market Price or of the Common Shares on such record date); (iii) as provided for in Section 4.3), evidences of indebtedness of the Corporation; or (c) evidences of indebtedness, or (div) any other property or assets (other than a cash dividend payable out of the earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation including evidences of the Corporation's indebtedness) and, in any of those cases, the issuance Corporation; and if such issue or distribution does not constitute a distribution to which Sections 4.2 Common Share Reorganization or 4.3 applies a Rights Offering (any of such non-excluded events being herein called a "Special Distribution"), then the Current Warrant Exercise Price shall will be adjusted effective immediately after the record date at which the holders of Common Shares are determined for purposes of the Special Distribution to a price which is the product of: (i) amount determined by multiplying the Current Warrant Exercise Price in effect on such the record date; anddate for the Special Distribution by a fraction: (iiv) a fractionthe numerator of which will be the difference between: (1) the numerator shall be product of the number of Common Shares Deemed Outstanding outstanding on the such record date multiplied by and the Current Market Price of the Common Shares on the such record date, less the fair market value (as determined by the directors acting in good faith with a view to the interests of all of the security holders of the Corporation, including the Holder) of the shares, evidences of indebtedness, assets or property, or rights, options or warrants so distributed; and (2) the denominator shall be fair value, as determined in good faith by the number directors of Common Shares Deemed Outstanding on the record date multiplied by such Current Market Price. Corporation, to the extent that holders of the Special Distribution is not so made or to the extent that any rightsCommon Shares, options or warrants so distributed are not exercisedof such dividend, the Current Warrant Price shall be readjusted to the Current Warrant Price which would then be in effect based upon such sharescash, securities, rights, options, warrants, evidences of indebtedness or property or assets actually to be issued or distributed or based upon in the Special Distribution, and (3) the denominator of which will be the product obtained by multiplying the number of Common Shares outstanding on such record date by the Current Market Price of the Common Shares on such record date. Any Common Shares owned by or Convertible Securities actually delivered upon held for the exercise account of the Corporation will be deemed not to be outstanding for the purpose of such calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this Subsection y4.8(d) as a result of the fixing by the Corporation of a record date for the issue or distribution of rights, options or warrantswarrants to acquire Common Shares or securities exchangeable for or convertible into Common Shares referred to in this Subsection y4.8(d), as the case may be, but subject to any other adjustment required hereunder by reason Exercise Price will be readjusted immediately after the expiry of any event arising relevant exercise, exchange or conversion right to the amount that would then be in effect if the fair market value had been determined on the basis of the number of Common Shares issued and remaining issuable immediately after such expiry, and will be further readjusted in such manner upon the record dateexpiry of any further such rights.

Special Distribution. If at any time while If, during the Warrants are outstanding Adjustment Period, the Corporation shall issue issues or distribute distributes to all or substantially all the holders of the Common Shares: (a) shares of the Corporation of any class other than Common Shares class; (excluding for b) evidences of indebtedness of the avoidance of doubt Corporation; (c) any SpinCo Shares cash, property or other securities assets of SpinCo issued pursuant to the Separation Transaction), Corporation; or (bd) rights, options or warrants to acquire any of the foregoing (other than (i) pursuant to a employee stock option plan or employee share purchase plan or other employment incentive, (ii) rights, options or warrants exercisable not more than 45 days from the date of issue to purchase Common Shares or securities convertible into Common Shares at a price per Common Share share (or having a conversion price per share) equal to or greater than 95% of the greater of (i) the Current Warrant Market Price or to purchase Convertible Securities having a conversion price per Common Share equal to or greater than the Current Warrant Price or (iii) as provided for in Section 4.3), or (c) evidences of indebtedness, or (d) any other assets (other than a cash dividend payable out of the earnings or earned surplus legally available for Common Shares on the payment of dividends under record date referred to below and (ii) the laws of the jurisdiction of incorporation of the Corporation) and, First Option Price then in any of those cases, the effect); and if such issuance or distribution does not constitute a Share Issuance, an Underlying Share Reorganization or a Rights Offering, or to the extent that such issuance or distribution to which Sections 4.2 or 4.3 applies does not constitute a Dividend Paid in the Ordinary Course, (any of such events issuance or distribution being herein called a "Special Distribution"), then the Current Warrant First Option Price shall be adjusted effective immediately after the record date at on which the holders of Common Shares are determined for purposes of the Special Distribution to by multiplying the First Option Price in effect on such record date by a price fraction: (a) the numerator of which is shall be the product ofresult obtained when: (i) the fair market value, as determined by the board of directors of the Corporation (whose determination will be conclusive), of the shares, evidences of indebtedness, cash, property or other assets, rights, options or warrants issued or distributed in the Special Distribution (after taking into consideration any payment or payments, if any, to be made to the Corporation by the recipients of the Special Distribution); is subtracted from: (ii) the product of the number of Common Shares outstanding on such record date and the Current Warrant Market Price in effect of the Common Shares on such record date; and (ii) a fraction: (1b) the numerator denominator of which shall be the number of Common Shares Deemed Outstanding outstanding on the such record date multiplied by the Current Market Price of the Common Shares on such record date; provided that no such adjustment shall be made if the result of such adjustment would be to increase the First Option Price in effect on the record date, less the fair market value (as determined by the directors acting in good faith with a view to the interests of all of the security holders of the Corporation, including the Holder) of the shares, evidences of indebtedness, assets or property, or rights, options or warrants so distributed; and (2) the denominator shall be the number of Common Shares Deemed Outstanding on the record date multiplied by such Current Market Price. to To the extent that the Special Distribution such distribution is not so made or made, the First Option Price will be readjusted effective immediately to the extent First Option Price that any rights, options or warrants so distributed are not exercised, the Current Warrant Price shall be readjusted to the Current Warrant Price which would then be in effect based upon such shares, rights, options, warrants, evidences of indebtedness indebtedness, cash, property or assets actually distributed or based upon the number of Common Shares or Convertible Securities actually delivered upon the exercise of such other assets, rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record datewarrants actually distributed.

Special Distribution. If at any time while the Warrants are outstanding the Corporation shall issue or distribute to all or substantially all the holders of Common Shares: (a) shares of any class other than Common Shares (excluding for the avoidance of doubt any SpinCo Shares or other securities of SpinCo issued pursuant to the Separation Transaction), orShares; (b) rights, options or warrants (other than (i) pursuant to a employee stock option plan or employee share purchase plan or other employment incentive, (ii) rights, options or warrants exercisable not more than 45 days from the date of issue to purchase Common Shares at a price per Common Share equal to or greater than the Current Warrant Price or to purchase Convertible Securities having a conversion price per Common Share equal to or greater than the Current Warrant Price or (iii) as provided for in Section 4.3), or; (c) evidences of indebtedness, ; or (d) any other assets (other than a cash dividend payable out of the earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Corporation) ), and, in any of those cases, the issuance or distribution does not constitute a distribution to which Sections 4.2 or 4.3 applies (any of such events being herein called a "“Special Distribution"”), then the Current Warrant Price shall be adjusted effective immediately after the record date at which the holders of Common Shares are determined for purposes of the Special Distribution to a price which is the product of: (i) the Current Warrant Price in effect on such record date; and (ii) a fractionfraction where: (1) the numerator shall be the number of Common Shares Deemed Outstanding on the record date multiplied by the Current Market Price on the record date, less the fair market value (as determined by the directors acting in good faith with a view to the interests of all of the security holders of the Corporation, including the Holder) of the shares, evidences of indebtedness, assets or property, or rights, options or warrants so distributed; and (2) the denominator shall be the number of Common Shares Deemed Outstanding on the record date multiplied by such Current Market Price. to To the extent that the Special Distribution is not so made or to the extent that any rights, options or warrants so distributed are not exercised, the Current Warrant Price shall be readjusted to the Current Warrant Price which would then be in effect based upon such shares, rights, options, warrants, evidences of indebtedness or assets actually distributed or based upon the number of Common Shares or Convertible Securities actually delivered upon the exercise of such rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date.