Common use of TRANSFER OF PERFORMANCE SHARES WITHIN ESCROW Clause in Contracts

TRANSFER OF PERFORMANCE SHARES WITHIN ESCROW. 8.1 Permitted transferees - Performance shares may be transferred only to (a) other principals, including incoming principals, (b) the issuer of the performance shares, or (c) an offeror under a formal bid (as defined in section 74 of the Act). 8.2 Request for consent to transfer - In order to transfer performance shares, the holder of performance shares must deliver to the Superintendent or the Exchange a written request for consent to the transfer. The request for consent to the transfer must include: (a) the name of the escrow agent and the reference date of the escrow agreement, (b) an explanation of the reason for the transfer, (c) a description of the consideration to be paid for the performance shares, (d) where the performance shares are to be transferred to a principal, confirmation that the transferee is a principal or will become a principal on or before the date of the proposed transfer, and (e) a description of the exemptions in the Act or the Regulation, if any, being relied upon to make the transfer. 8.3 Documents to be filed with request for consent to transfer - The request for consent to the transfer must be accompanied by: (a) a copy of the transfer agreement, (b) an acknowledgement and agreement to be bound in the form attached as Schedule A to the escrow agreement, executed by the transferee, (c) where the performance shares are to be transferred to a non-reporting or closely held company, wherever situate, rather than to an individual, an undertaking by the company in the form attached as Appendix C to this local policy statement, December 21, 1989 30 LPS 3-07 (d) where applicable, evidence that the proposed change of control has been approved by the shareholders of the issuer, and (e) the appropriate application fee.

TRANSFER OF PERFORMANCE SHARES WITHIN ESCROW. 8.1 Permitted transferees - Performance shares may be transferred only to (a) other principals, including incoming principals, (b) the issuer of the performance shares, or (c) an offeror under a formal bid (as defined in section 74 of the Act). 8.2 Request for consent to transfer - In order to transfer performance shares, the holder of performance shares must deliver to the Superintendent or the Exchange a written request for consent to the transfer. The request for consent to the transfer must include: (a) the name of the escrow agent and the reference date of the escrow agreement, (b) an explanation of the reason for the transfer, (c) a description of the consideration to be paid for the performance shares, (d) where the performance shares are to be transferred to a principal, confirmation that the transferee is a principal or will become a principal on or before the date of the proposed transfer, and (e) a description of the exemptions in the Act or the Regulation, if any, being relied upon to make the transfer. 8.3 Documents to be filed with request for consent to transfer - The request for consent to the transfer must be accompanied by: (a) a copy of the transfer agreement, (b) an acknowledgement and agreement to be bound in the form attached as Schedule A to the escrow agreement, executed by the transferee, (c) where the performance shares are to be transferred to a non-reporting or closely held company, wherever situate, rather than to an individual, an undertaking by the company in the form attached as Appendix C to this local policy statement, December 21, 1989 30 LPS 3-07 (d) where applicable, evidence that the proposed change of control has been approved by the shareholders of the issuer, and (e) the appropriate application fee.

TRANSFER OF PERFORMANCE SHARES WITHIN ESCROW. 8.1 Permitted transferees - Performance shares may be transferred only toto ---------------------- (a) other principals, including incoming principals, (b) the issuer of the performance shares, or (c) an offeror under a formal bid (as defined in section 74 of the Act). 8.2 Request for consent to transfer - In order to transfer performance shares, the holder of performance shares must deliver to the Superintendent or the Exchange a written request for consent to the transfer. The request for consent to the transfer must include: (a) the name of the escrow agent and the reference date of the escrow agreement, (b) an explanation of the reason for the transfer, (c) a description of the consideration to be paid for the performance shares, (d) where the performance shares are to be transferred to a principal, confirmation that the transferee is a principal or will become a principal on or before the date of the proposed transfer, and (e) a description of the exemptions in the Act or the Regulation, if any, being relied upon to make the transfer. 8.3 Documents to be filed with request for consent to transfer - The request for consent to the transfer must be accompanied by: (a) a copy of the transfer agreement, (b) an acknowledgement acknowledgment and agreement to be bound in the form attached as Schedule A to the escrow agreement, executed by the transferee, (c) where the performance shares are to be transferred to a non-reporting or closely held company, wherever situate, rather than to an individual, an undertaking by the company in the form attached as Appendix C to this local policy statement, December 21, 1989 30 LPS 3-07, (d) where applicable, evidence that the proposed change of control has been approved by the shareholders of the issuer, and (e) the appropriate application fee. 8.4 Letter of consent or objection - Upon receiving a request for consent to a transfer and accompanying documents that comply with sections 8.2 and 8.3, the Superintendent or the Exchange will issue to the applicant a letter that either consents or objects to the transfer. A letter consenting to the transfer will be copied to the escrow agent. 8.5 No transfer during period between prospectus receipt and listing - The Superintendent will generally refuse to consent to a transfer of performance shares during the period between the date of the receipt for the issuer's prospectus for its IPO and the date the issuer's securities are listed, posted and called for trading on the Exchange.

TRANSFER OF PERFORMANCE SHARES WITHIN ESCROW. 8.1 Permitted transferees - Performance shares may be transferred only to (a) other principals, including incoming principals, (b) the issuer of the performance shares, or (c) an offeror under a formal bid (as defined in section 74 of the Act). 8.2 Request for consent to transfer - In order to transfer performance shares, the holder of performance shares must deliver to the Superintendent or the Exchange a written request for consent to the transfer. The request for consent to the transfer must include: (a) the name of the escrow agent and the reference date of the escrow agreement, (b) an explanation of the reason for the transfer, (c) a description of the consideration to be paid for the performance shares, (d) where the performance shares are to be transferred to a principal, confirmation that the transferee is a principal or will become a principal on or before the date of the proposed transfer, and (e) a description of the exemptions in the Act or the Regulation, if any, being relied upon to make the transfer. 8.3 Documents to be filed with request for consent to transfer - The request for consent to the transfer must be accompanied by: (a) a copy of the transfer agreement, (b) an acknowledgement and agreement to be bound in the form attached as Schedule A to the escrow agreement, executed by the transferee, (c) where the performance shares are to be transferred to a non-reporting or closely held company, wherever situate, rather than to an individual, an undertaking by the company in the form attached as Appendix C to this local policy statement, December 21, 1989 30 LPS 3-0729 -11- (d) where applicable, evidence that the proposed change of control has been approved by the shareholders of the issuer, and (e) the appropriate application fee.

TRANSFER OF PERFORMANCE SHARES WITHIN ESCROW. 8.1 Permitted transferees - Performance shares may be transferred only to (a) other principals, including incoming principals, (b) the issuer of the performance shares, or (c) an offeror under a formal bid (as defined in section 74 of the Act). 8.2 Request for consent to transfer - In order to transfer performance shares, the holder of performance shares must deliver to the Superintendent or the Exchange a written request for consent to the transfer. The request for consent to the transfer must include: (a) the name of the escrow agent and the reference date of the escrow agreement, (b) an explanation of the reason for the transfer, (c) a description of the consideration to be paid for the performance shares, (d) where the performance shares are to be transferred to a principal, confirmation that the transferee is a principal or will become a principal on or before the date of the proposed transfer, and (e) a description of the exemptions in the Act or the Regulation, if any, being relied upon to make the transfer. 8.3 Documents to be filed with request for consent to transfer - The request for consent to the transfer must be accompanied by: (a) a copy of the transfer agreement, (b) an acknowledgement acknowledgment and agreement to be bound in the form attached as Schedule A to the escrow agreement, executed by the transferee, (c) where the performance shares are to be transferred to a non-reporting or closely held company, wherever situate, rather than to an individual, an undertaking by the company in the form attached as Appendix C to this local policy statement, December 21, 1989 30 LPS 3-07; (d) where applicable, evidence that the proposed change of control has been approved by the shareholders of the issuer, and (e) the appropriate application fee.