Common use of Subscription and Fees Clause in Contracts

Subscription and Fees. Subject to the treatment of Excess Subscription Receipts (as hereinafter defined) as will be contemplated by the Subscription Receipt Agreement, each Subscribed Security will entitle the holder thereof to receive: (a) if no Termination Event (as hereinafter defined) occurs, automatically upon the Acquisition Closing (as hereinafter defined), without any action on the part of the holder thereof and without payment of additional consideration (i) one Placement Underlying Share, and (ii) a Dividend Equivalent Payment (as hereinafter defined); or (b) if a Termination Event occurs, the Termination Payment (as hereinafter defined). Subject to the terms and conditions hereof, the Investor hereby irrevocably agrees to purchase from the Corporation all, but not less than all, of the Subscribed Securities at the Closing Time, and the Corporation hereby agrees to issue and sell to the Investor at the Closing Time all, but not less than all, of the Subscribed Securities at a subscription price of $134.50 per Subscribed Security (the “Subscription Price”), representing an aggregate subscription price of $500,000,118.50 (the “Subscription Amount”). If no Termination Event occurs and Common Shares are issued to holders of Subscription Receipts pursuant to the terms of the Subscription Receipt Agreement, in consideration for providing the Corporation with certainty regarding financing a portion of the aggregate Acquisition Price, the Corporation hereby agrees to pay to the Investor on the date of the Acquisition Closing (a) a fee equal to $20,000,004.74 (being $5.38 per Subscribed Security) and (b) if the Corporation completes a "bought deal" underwritten offering of subscription receipts to finance the Acquisition (a "Bought Deal") and the price per subscription receipt in that offering (the "Bought Deal Price", which for greater certainty shall be determined without giving effect to any fees payable to the underwriters) is less than the Subscription Price, a fee per Subscribed Security equal to: (x) if the Bought Deal is completed during the period beginning on the date hereof and ending on the date that is two Business Days following the date on which the Corporation releases its annual results for the fiscal year ended December 31, 2020 (the "Specified Period"), the difference between (i) the Subscription Price and (ii) the Bought Deal Price; or (y) if the Bought Deal is completed after the Specified Period, $1.345 ((x) or (y) as applicable being the "Bought Deal Fee"), provided that the Bought Deal Fee shall be subject to the approval of the Toronto Stock Exchange and shall not in any event result in the requirement that the Corporation seek approval of its shareholders in order to make payment thereof. If the Toronto Stock Exchange would otherwise impose such a shareholder approval requirement in order to allow the Corporation to pay the Bought Deal Fee, the Bought Deal Fee will be automatically reduced to the extent (but only to the extent) necessary to avoid such a shareholder approval requirement. The foregoing fees shall be due and payable by the Corporation to the Investor on the date of the Acquisition Closing, and shall be payable in cash by wire transfer of immediately available funds or in such other form as the Investor and the Corporation agree in writing in advance of the date of the Acquisition Closing.

Subscription and Fees. Subject to the treatment of Excess Subscription Receipts (as hereinafter defined) as will be contemplated by the Subscription Receipt Agreement, each Subscribed Security will entitle the holder thereof to receive: (a) if no Termination Event (as hereinafter defined) occurs, automatically upon the Acquisition Closing (as hereinafter defined), without any action on the part of the holder thereof and without payment of additional consideration (i) one Placement Underlying Share, and (ii) a Dividend Equivalent Payment (as hereinafter defined); or (b) if a Termination Event occurs, the Termination Payment (as hereinafter defined). Subject to the terms and conditions hereof, the Investor hereby irrevocably agrees to purchase from the Corporation all, but not less than all, of the Subscribed Securities at the Closing Time, and the Corporation hereby agrees to issue and sell to the Investor at the Closing Time all, but not less than all, of the Subscribed Securities at a subscription price of $134.50 per Subscribed Security (the “Subscription Price”), representing an aggregate subscription price of $500,000,118.50 1,200,000,123.00 (the “Subscription Amount”). If no Termination Event occurs and Common Shares are issued to holders of Subscription Receipts pursuant to the terms of the Subscription Receipt Agreement, in consideration for providing the Corporation with certainty regarding financing a portion of the aggregate Acquisition Price, the Corporation hereby agrees to pay to the Investor on the date of the Acquisition Closing Closing (a) a fee equal to $20,000,004.74 48,000,004.92 (being $5.38 per Subscribed Security) and (b) if the Corporation completes a "bought deal" underwritten offering of subscription receipts to finance the Acquisition (a "Bought Deal") and the price per subscription receipt in that offering (the "Bought Deal Price", which for greater certainty shall be determined without giving effect to any fees payable to the underwriters) is less than the Subscription Price, a fee per Subscribed Security equal to: (x) if the Bought Deal is completed during the period beginning on the date hereof and ending on the date that is two Business Days following the date on which the Corporation releases its annual results for the fiscal year ended December 31, 2020 (the "Specified Period"), the difference between (i) the Subscription Price and (ii) the Bought Deal Price; or (y) if the Bought Deal is completed after the Specified Period, $1.345 ((x) or (y) as applicable being the "Bought Deal Fee"), provided that the Bought Deal Fee shall be subject to the approval of the Toronto Stock Exchange and shall not in any event result in the requirement that the Corporation seek approval of its shareholders in order to make payment thereof. If the Toronto Stock Exchange would otherwise impose such a shareholder approval requirement in order to allow the Corporation to pay the Bought Deal Fee, the Bought Deal Fee will be automatically reduced to the extent (but only to the extent) necessary to avoid such a shareholder approval requirement. The foregoing fees shall be due and payable by the Corporation to the Investor on the date of the Acquisition Closing, and shall be payable in cash by wire transfer of immediately available funds or in such other form as the Investor and the Corporation agree in writing in advance of the date of the Acquisition Closing.

Subscription and Fees. Subject to the treatment of Excess Subscription Receipts (as hereinafter defined) as will be contemplated by the Subscription Receipt Agreement, each Subscribed Security will entitle the holder thereof to receive: (a) if no Termination Event (as hereinafter defined) occurs, automatically upon the Acquisition Closing (as hereinafter defined), without any action on the part of the holder thereof and without payment of additional consideration (i) one Placement Underlying Share, and (ii) a Dividend Equivalent Payment (as hereinafter defined); or (b) if a Termination Event occurs, the Termination Payment (as hereinafter defined). Subject to the terms and conditions hereof, the Investor hereby irrevocably agrees to purchase from the Corporation all, but not less than all, of the Subscribed Securities at the Closing Time, and the Corporation hereby agrees to issue and sell to the Investor at the Closing Time all, but not less than all, of the Subscribed Securities at a subscription price of $134.50 per Subscribed Security (the “Subscription Price”), representing an aggregate subscription price of $500,000,118.50 1,500,000,086.50 (the “Subscription Amount”). If no Termination Event occurs and Common Shares are issued to holders of Subscription Receipts pursuant to the terms of the Subscription Receipt Agreement, in consideration for providing the Corporation with certainty regarding financing a portion of the aggregate Acquisition Price, the Corporation hereby agrees to pay to the Investor on the date of the Acquisition Closing Closing (a) a fee equal to $20,000,004.74 60,000,003.46 (being $5.38 per Subscribed Security), unless Excess Subscription Receipts are cancelled by the Corporation, in which case such fee shall be reduced by an amount equal to (i) $5.38 multiplied by (ii) the number of such cancelled Excess Subscription Receipts; and (b) if the Corporation completes a "bought deal" underwritten offering of subscription receipts to finance the Acquisition (a "Bought Deal") and the price per subscription receipt in that offering (the "Bought Deal Price", which for greater certainty shall be determined without giving effect to any fees payable to the underwriters) is less than the Subscription Price, a fee per Subscribed Security (excluding Excess Subscription Receipts) equal to: (x) if the Bought Deal is completed during the period beginning on the date hereof and ending on the date that is two Business Days following the date on which the Corporation releases its annual results for the fiscal year ended December 31, 2020 (the "Specified Period"), the difference between (i) the Subscription Price and (ii) the Bought Deal Price; or (y) if the Bought Deal is completed after the Specified Period, $1.345 ((x) or (y) as applicable being the "Bought Deal Fee"), provided that the Bought Deal Fee shall be subject to the approval of the Toronto Stock Exchange and shall not in any event result in the requirement that the Corporation seek approval of its shareholders in order to make payment thereof. If the Toronto Stock Exchange would otherwise impose such a shareholder approval requirement in order to allow the Corporation to pay the Bought Deal Fee, the Bought Deal Fee will be automatically reduced to the extent (but only to the extent) necessary to avoid such a shareholder approval requirement. The foregoing fees shall be due and payable by the Corporation to the Investor on the date of the Acquisition Closing, and shall be payable in cash by wire transfer of immediately available funds or in such other form as the Investor and the Corporation agree in writing in advance of the date of the Acquisition Closing.