Common use of Validity of Offer and Closing provisions Clause in Contracts

Validity of Offer and Closing provisions. Each Offer made pursuant to subsections 7.1 and 7.2 shall be in a writing signed by the Offering Shareholder and addressed to the Offeree Shareholders and shall: 7.4.1 state the purchase price per Offered Share, which purchase price shall be payable in full, at Closing; 7.4.2 state the name and address of the TP Offeror to whom it proposes to sell the Offered Shares, and include a copy of the TP Offer; (this provision shall not apply in the event of an I Offer or a TE Offer); 7.4.3 provide that the Closing shall be held at the principal offices of the Corporation at 10:00 a.m. on the Closing Date, or at such other place, at such other time or on such other date as the parties thereto may agree, in accordance with the following terms and conditions: 7.4.3.1 at Closing, the Offering Shareholder shall deliver to the Offeree Shareholders who have accepted an Offer (the "PURCHASER") certificates representing the Offered Shares being transferred, which certificates shall be accompanied by a duly executed assignment of the Offered Shares to the Purchaser; 7.4.3.2 payment for the Offered Shares being transferred shall be made in full at Closing; 7.4.3.3 such transfer shall be effected in conformity with all applicable securities laws; 7.4.3.4 if any of the conditions set forth in this subsection 7.4.3 made for the exclusive benefit of the Purchaser are not satisfied at the Closing, then the Purchaser may, at its option, either: 7.4.3.4.1 refuse to proceed with the Closing, or 7.4.3.4.2 proceed with the Closing, in either case without prejudice to its remedies and recourses against the Offering Shareholder as a result of such condition not being satisfied; 7.4.3.5 however, if at Closing the Offered Shares being transferred are not free and clear of all claims, liens and other encumbrances whatsoever, the Purchaser may, without prejudice to any other rights which it may have, purchase such Offered Shares subject to such claims, liens and other encumbrances. In that event, the Purchaser shall at the Closing assume all obligations and liabilities with respect to such claims, liens and encumbrances and the purchase price payable by the Purchaser for such Offered Shares shall be satisfied, in whole or in part, as the case may be, by such assumption in the amount agreed to by the Offering Shareholder and the Purchaser. The amount so assumed shall reduce the purchase price payable at Closing; 7.4.3.6 if the Offering Shareholder fails to complete the transaction, then the amount which the Purchaser would otherwise be required to pay to the Offering Shareholder at Closing may be deposited by the Purchaser into an interest-bearing trust account in the name of the Offering Shareholder at the bank branch used by the Corporation. Upon making such deposit and giving the Offering Shareholder notice thereof, the purchase of the Offering Shareholder's Offered Shares by that Purchaser shall be deemed to have been fully completed and all right, title, benefit and interest in and to the Offered Shares to which the Purchaser is entitled shall be deemed to have been transferred and assigned to and vested in the Purchaser. The Offering Shareholder shall be entitled to receive the amount deposited in the trust account upon satisfying the Offering Shareholder's obligations pursuant to this subsection 7.1; 7.4.3.7 the Offering Shareholder hereby irrevocably nominates, constitutes and appoints each Purchaser as its true and lawful mandatary and agent for, in the name of and on behalf of the Offering Shareholder to execute and deliver in the name of the Offering Shareholder all such instruments as may be necessary to effectively transfer the Offered Shares being sold to the Purchaser. The Offering Shareholder hereby ratifies and confirms, and agrees to ratify and confirm, all that the Purchaser may lawfully do or cause to be done by virtue of such appointment and power of attorney; 7.4.3.8 it is recognized that serious and irreparable damage for which monetary damages would not be an adequate remedy would result to the Purchaser from the violation of the provisions of this Section 7. Each party agrees that, in addition to any and all remedies available to the Purchaser in the event of a violation of such covenants, such Purchaser shall have the immediate remedy of injunction or such other relief as may be decreed or issued by any court of competent jurisdiction to enforce this Section 7.

Validity of Offer and Closing provisions. Each Offer, Additional Offer made pursuant to subsections 7.1 and 7.2 New Offer shall be in a writing signed by the Offering Shareholder Party and addressed to the Offeree Shareholders Notified Party and/or the Investor and shall: 7.4.1 13.2.1 identify the subsection pursuant to which it is delivered and identify and provide particulars of the Offered Shares; 13.2.2 require that the sale of the Offered Shares be on the same terms and conditions as the Third Party Offer, except as otherwise provided for in subsection 13.1; 13.2.3 state the purchase price per Offered ShareShares, which purchase price shall be payable in full, in cash, in Canadian dollars at Closing; 7.4.2 13.2.4 state the name and address of the TP Offeror Third Party to whom it proposes to sell the Offered Shares, and include a copy of the TP Third Party Offer; (this provision shall not apply in the event of an I Offer or a TE Offer); 7.4.3 13.2.5 provide that the Closing shall be held at the principal offices of the Corporation at 10:00 a.m. on the Closing Date, or at such other place, at such other time or on such other date as the parties thereto may agree, in accordance with the following terms and conditions: 7.4.3.1 13.2.5.1 at Closing, the Offering Shareholder Party shall deliver to the Offeree Shareholders who have accepted an Offer Notified Party and/or the Investor (the "PURCHASERPurchaser") certificates representing the Offered Shares being transferred, which certificates shall be accompanied by a duly executed assignment of the Offered Shares to the Purchaser; 7.4.3.2 13.2.5.2 payment for the Offered Shares being transferred shall be made in full at Closing. All payments shall be made by way of bank draft or electronic fund transfer to the Offering Party's account in Canada; 7.4.3.3 such transfer 13.2.5.3 at Closing, the Offering Party shall be effected in conformity with all applicable securities laws; 7.4.3.4 if any of the conditions set forth in this subsection 7.4.3 made for the exclusive benefit of deliver to the Purchaser are not satisfied at the Closing, then the Purchaser may, at its option, eithera written warranty that: 7.4.3.4.1 refuse to proceed with 13.2.5.3.1 there are no contractual or other restrictions on the Closing, or 7.4.3.4.2 proceed with the Closing, in either case without prejudice to its remedies and recourses against the Offering Shareholder as a result transfer of such condition not being satisfied; 7.4.3.5 however, if at Closing the Offered Shares being transferred are not (other than the restrictions set out in the Articles of Incorporation of the Corporation and in this Agreement), and 13.2.5.3.2 the Offering Party is the registered and beneficial owner of the Offered Shares being transferred with full right, title and authority to transfer such Offered Shares to the Purchaser, free and clear of all claims, liens and other encumbrances whatsoever; 13.2.5.4 if there are two Purchasers, then the obligations of each Purchaser may, without prejudice to any other rights which it may have, purchase such Offered Shares subject to such claims, liens and other encumbrances. In that event, the Purchaser shall at the Closing assume all obligations and liabilities in connection with respect to such claims, liens and encumbrances and the purchase price payable by of the Purchaser for such Offered Shares shall be satisfiedindependent of the obligations of the other Purchaser in that regard. If, in whole or in parthowever, as at the case may be, by such assumption in Closing the amount agreed to by the Offering Shareholder and the Purchaser. The amount so assumed shall reduce the purchase price payable at Closing; 7.4.3.6 if the Offering Shareholder Notified Party fails to complete pay for its Offered Shares but the transactionInvestor pays for its Offered Shares, then the amount Offering Party shall not be obliged to proceed with the Closing with the Investor, in which the Purchaser would otherwise be required to pay to the Offering Shareholder at Closing may be deposited by the Purchaser into an interest-bearing trust account in the name of the Offering Shareholder at the bank branch used by the Corporation. Upon making such deposit and giving the Offering Shareholder notice thereof, the purchase of the Offering Shareholder's Offered Shares by that Purchaser case it shall be deemed obliged once again to have been fully completed and offer all right, title, benefit and interest in and to of the Offered Shares to which the Purchaser is entitled shall be deemed to have been transferred and assigned to and vested in the Purchaser. The Offering Shareholder shall be entitled to receive the amount deposited in the trust account upon satisfying the Offering Shareholder's obligations Investor pursuant to this subsection 7.1; 7.4.3.7 the Offering Shareholder hereby irrevocably nominates, constitutes and appoints each Purchaser as its true and lawful mandatary and agent for, in the name of and on behalf of the Offering Shareholder to execute and deliver in the name of the Offering Shareholder all such instruments as may be necessary to effectively transfer the Offered Shares being sold to the Purchaser. The Offering Shareholder hereby ratifies and confirms, and agrees to ratify and confirm, all that the Purchaser may lawfully do or cause to be done by virtue of such appointment and power of attorney; 7.4.3.8 it is recognized that serious and irreparable damage for which monetary damages would not be an adequate remedy would result to the Purchaser from the violation of the provisions of this Section 7. Each party agrees that, in addition to any and all remedies available to the Purchaser in the event of a violation of such covenants, such Purchaser shall have the immediate remedy of injunction or such other relief as may be decreed or issued by any court of competent jurisdiction to enforce this Section 7paragraphs 13.1.5.7 through 13.1.5.

Validity of Offer and Closing provisions. Each Offer made pursuant to subsections 7.1 and 7.2 shall be in a writing signed by the Offering Shareholder and addressed to the Offeree Shareholders and shall: 7.4.1 state the purchase price per Offered Share, which purchase price shall be payable in full, at Closing; 7.4.2 state the name and address of the TP Offeror to whom it proposes to sell the Offered Shares, and include a copy of the TP Offer; (this provision shall not apply in the event of an I Offer or a TE Offer); 7.4.3 provide that the Closing shall be held at the principal offices of the Corporation at 10:00 a.m. on the Closing Date, or at such other place, at such other time or on such other date as the parties thereto may agree, in accordance with the following terms and conditions: 7.4.3.1 at Closing, the Offering Shareholder shall deliver to the Offeree Shareholders who have accepted an Offer (the "PURCHASERPurchaser") certificates representing the Offered Shares being transferred, which certificates shall be accompanied by a duly executed assignment of the Offered Shares to the Purchaser; 7.4.3.2 payment for the Offered Shares being transferred shall be made in full at Closing; 7.4.3.3 such transfer shall be effected in conformity with all applicable securities laws; 7.4.3.4 if any of the conditions set forth in this subsection 7.4.3 made for the exclusive benefit of the Purchaser are not satisfied at the Closing, then the Purchaser may, at its option, either: 7.4.3.4.1 refuse to proceed with the Closing, or 7.4.3.4.2 proceed with the Closing, in either case without prejudice to its remedies and recourses against the Offering Shareholder as a result of such condition not being satisfied; 7.4.3.5 however, if at Closing the Offered Shares being transferred are not free and clear of all claims, liens and other encumbrances whatsoever, the Purchaser may, without prejudice to any other rights which it may have, purchase such Offered Shares subject to such claims, liens and other encumbrances. In that event, the Purchaser shall at the Closing assume all obligations and liabilities with respect to such claims, liens and encumbrances and the purchase price payable by the Purchaser for such Offered Shares shall be satisfied, in whole or in part, as the case may be, by such assumption in the amount agreed to by the Offering Shareholder and the Purchaser. The amount so assumed shall reduce the purchase price payable at Closing; 7.4.3.6 if the Offering Shareholder fails to complete the transaction, then the amount which the Purchaser would otherwise be required to pay to the Offering Shareholder at Closing may be deposited by the Purchaser into an interest-bearing trust account in the name of the Offering Shareholder at the bank branch used by the Corporation. Upon making such deposit and giving the Offering Shareholder notice thereof, the purchase of the Offering Shareholder's Offered Shares by that Purchaser shall be deemed to have been fully completed and all right, title, benefit and interest in and to the Offered Shares to which the Purchaser is entitled shall be deemed to have been transferred and assigned to and vested in the Purchaser. The Offering Shareholder shall be entitled to receive the amount deposited in the trust account upon satisfying the Offering Shareholder's obligations pursuant to this subsection 7.1; 7.4.3.7 the Offering Shareholder hereby irrevocably nominates, constitutes and appoints each Purchaser as its true and lawful mandatary and agent for, in the name of and on behalf of the Offering Shareholder to execute and deliver in the name of the Offering Shareholder all such instruments as may be necessary to effectively transfer the Offered Shares being sold to the Purchaser. The Offering Shareholder hereby ratifies and confirms, and agrees to ratify and confirm, all that the Purchaser may lawfully do or cause to be done by virtue of such appointment and power of attorney; 7.4.3.8 it is recognized that serious and irreparable damage for which monetary damages would not be an adequate remedy would result to the Purchaser from the violation of the provisions of this Section 7. Each party agrees that, in addition to any and all remedies available to the Purchaser in the event of a violation of such covenants, such Purchaser shall have the immediate remedy of injunction or such other relief as may be decreed or issued by any court of competent jurisdiction to enforce this Section 7.

Validity of Offer and Closing provisions. Each Offer offer made pursuant to subsections 7.1 13.1 and 7.2 13.2 shall be in a writing signed by the Offering Shareholder and addressed to the Offeree Shareholders and shall: 7.4.1 13.4.1 identify the subsection pursuant to which it is delivered and identify and provide particulars of the Offered Shares; 13.4.2 require that the sale of the Offered Shares be on the same terms and conditions as the TP Offer (this provision shall not apply in the event of an I Offer or a H Offer); 13.4.3 provide sufficient evidence that the TP Offeror is financially capable to purchase the Offered Shares (this provision shall not apply in the event of an I Offer or a H Offer); 13.4.4 state the purchase price per Offered Share, which purchase price shall be payable in full, in cash, at Closing; 7.4.2 13.4.5 state the name and address of the TP Offeror to whom it proposes to sell the Offered Shares, and include a copy of the TP Offer; Offer (this provision shall not apply in the event of an I Offer or a TE H Offer); 7.4.3 13.4.6 provide that the Closing shall be held at the principal offices of the Corporation at 10:00 a.m. on the Closing Date, or at such other place, at such other time or on such other date as the parties thereto may agree, in accordance with the following terms and conditions: 7.4.3.1 13.4.6.1 at Closing, the Offering Shareholder shall deliver to the Offeree Shareholders who have accepted an Offer (the "PURCHASERPurchaser") certificates representing the Offered Shares being transferred, which certificates shall be accompanied by a duly executed assignment of the Offered Shares to the Purchaser; 7.4.3.2 13.4.6.2 payment for the Offered Shares being transferred shall be made in full at Closing; 7.4.3.3 such transfer . All payments shall be effected made by way of bank draft or electronic fund transfer to the Offering Shareholder's account in conformity with all applicable securities laws; 7.4.3.4 Canada (in the United States if any of the conditions set forth in this subsection 7.4.3 made for the exclusive benefit of the Purchaser are not satisfied at the Closing, then the Purchaser may, at its option, either: 7.4.3.4.1 refuse to proceed with the Closing, or 7.4.3.4.2 proceed with the Closing, in either case without prejudice to its remedies and recourses against the Offering Shareholder as a result of such condition not being satisfiedis H Power); 7.4.3.5 however13.4.6.3 at Closing, if at Closing the Offering Shareholder shall deliver to the Purchaser a written warranty that: 13.4.6.3.1 there are no contractual or other restrictions on the transfer of the Offered Shares being transferred are not (other than the restrictions set out in the Articles of Incorporation of the Corporation and in this Agreement); 13.4.6.3.2 the Offering Shareholder is the registered and beneficial owner of the Offered Shares being transferred with fall right, title and authority to transfer such Offered Shares to the Purchaser, free and clear of all claims, liens and other encumbrances whatsoever; 13.4.6.4 if there is more than one Purchaser, then the obligations of each Purchaser may, without prejudice to any other rights which it may have, purchase such Offered Shares subject to such claims, liens and other encumbrances. In that event, the Purchaser shall at the Closing assume all obligations and liabilities in connection with respect to such claims, liens and encumbrances and the purchase price payable by of the Purchaser for such Offered Shares shall be satisfiedindependent of the obligations of the other Purchaser in that regard. If, in whole or in parthowever, as at the case may beClosing one of the Purchasers fails to pay for its Offered Shares but the other Purchasers pay for their Offered Shares, by such assumption in the amount agreed to by then the Offering Shareholder shall not be obliged to proceed with the Closing with the other Purchasers; 13.4.6.5 at Closing, all necessary and proper corporate proceedings required by counsel for the Purchaser. The amount so assumed , acting reasonably, shall reduce be taken for the purchase price payable at Closingtransfer of the Offered Shares; 7.4.3.6 13.4.6.6 if the Purchaser fails at the Closing to pay for its Offered Shares, provided that the Offering Shareholder fails to complete the transactionhas fulfilled all of its obligations hereunder, then the amount which the Purchaser would otherwise be required to pay without prejudice to the Offering Shareholder at Closing may be deposited by the Purchaser into an interest-bearing trust account in the name of the Offering Shareholder at the bank branch used by the Corporation. Upon making such deposit and giving the Offering Shareholder notice thereof, the purchase other rights of the Offering Shareholder's Offered Shares by that Purchaser shall be deemed to have been fully completed and all right, title, benefit and interest in and to the purchase price for the Offered Shares shall bear interest from the date of Closing until paid in full at a rate of interest per annum equal to which the Purchaser is entitled Prime Rate plus three percent (3%). Such interest shall be deemed to have been transferred and assigned to and vested in the Purchaser. The Offering Shareholder shall be entitled to receive the amount deposited in the trust account upon satisfying the Offering Shareholder's obligations pursuant to this subsection 7.1payable on demand; 7.4.3.7 the Offering Shareholder hereby irrevocably nominates, constitutes and appoints each Purchaser as its true and lawful mandatary and agent for, in the name of and on behalf of the Offering Shareholder to execute and deliver in the name of the Offering Shareholder all such instruments as may be necessary to effectively transfer the Offered Shares being sold to the Purchaser. The Offering Shareholder hereby ratifies and confirms, and agrees to ratify and confirm, all that the Purchaser may lawfully do or cause to be done by virtue of such appointment and power of attorney; 7.4.3.8 it is recognized that serious and irreparable damage for which monetary damages would not be an adequate remedy would result to the Purchaser from the violation of the provisions of this Section 7. Each party agrees that, in addition to any and all remedies available to the Purchaser in the event of a violation of such covenants, such Purchaser shall have the immediate remedy of injunction or such other relief as may be decreed or issued by any court of competent jurisdiction to enforce this Section 7.

Validity of Offer and Closing provisions. Each Offer made pursuant to subsections 7.1 0 and 7.2 0 shall be in a writing signed by the Offering Shareholder and addressed to the Offeree Shareholders and shall: 7.4.1 state the purchase price per Offered Share, which purchase price shall be payable in full, at Closing; 7.4.2 state the name and address of the TP Offeror to whom it proposes to sell the Offered Shares, and include a copy of the TP Offer; (this provision shall not apply in the event of an I Offer or a TE Offer); 7.4.3 provide that the Closing shall be held at the principal offices of the Corporation at 10:00 a.m. on the Closing Date, or at such other place, at such other time or on such other date as the parties thereto may agree, in accordance with the following terms and conditions: 7.4.3.1 at Closing, the Offering Shareholder shall deliver to the Offeree Shareholders who have accepted an Offer (the "PURCHASERPurchaser") certificates representing the Offered Shares being transferred, which certificates shall be accompanied by a duly executed assignment of the Offered Shares to the Purchaser; 7.4.3.2 payment for the Offered Shares being transferred shall be made in full at Closing; 7.4.3.3 such transfer shall be effected in conformity with all applicable securities laws; 7.4.3.4 if any of the conditions set forth in this subsection 7.4.3 paragraph 0 made for the exclusive benefit of the Purchaser are not satisfied at the Closing, then the Purchaser may, at its option, either: 7.4.3.4.1 refuse to proceed with the Closing, or 7.4.3.4.2 proceed with the Closing, in either case without prejudice to its remedies and recourses against the Offering Shareholder as a result of such condition not being satisfied; 7.4.3.5 however, if at Closing the Offered Shares being transferred are not free and clear of all claims, liens and other encumbrances whatsoever, the Purchaser may, without prejudice to any other rights which it may have, purchase such Offered Shares subject to such claims, liens and other encumbrances. In that event, the Purchaser shall at the Closing assume all obligations and liabilities with respect to such claims, liens and encumbrances and the purchase price payable by the Purchaser for such Offered Shares shall be satisfied, in whole or in part, as the case may be, by such assumption in the amount agreed to by the Offering Shareholder and the Purchaser. The amount so assumed shall reduce the purchase price payable at Closing; 7.4.3.6 if the Offering Shareholder fails to complete the transaction, then the amount which the Purchaser would otherwise be required to pay to the Offering Shareholder at Closing may be deposited by the Purchaser into an interest-bearing trust account in the name of the Offering Shareholder at the bank branch used by the Corporation. Upon making such deposit and giving the Offering Shareholder notice thereof, the purchase of the Offering Shareholder's Offered Shares by that Purchaser shall be deemed to have been fully completed and all right, title, benefit and interest in and to the Offered Shares to which the Purchaser is entitled shall be deemed to have been transferred and assigned to and vested in the Purchaser. The Offering Shareholder shall be entitled to receive the amount deposited in the trust account upon satisfying the Offering Shareholder's obligations pursuant to this subsection 7.10; 7.4.3.7 the Offering Shareholder hereby irrevocably nominates, constitutes and appoints each Purchaser as its true and lawful mandatary and agent for, in the name of and on behalf of the Offering Shareholder to execute and deliver in the name of the Offering Shareholder all such instruments as may be necessary to effectively transfer the Offered Shares being sold to the Purchaser. The Offering Shareholder hereby ratifies and confirms, and agrees to ratify and confirm, all that the Purchaser may lawfully do or cause to be done by virtue of such appointment and power of attorney; 7.4.3.8 it is recognized that serious and irreparable damage for which monetary damages would not be an adequate remedy would result to the Purchaser from the violation of the provisions of this Section 70. Each party agrees that, in addition to any and all remedies available to the Purchaser in the event of a violation of such covenants, such Purchaser shall have the immediate remedy of injunction or such other relief as may be decreed or issued by any court of competent jurisdiction to enforce this Section 70.