ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF A FLIP-IN EVENT
ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 33 3.1 Flip-in Event 33 Article 4 THE RIGHTS AGENT 34 4.1 General 34 4.2 Merger, Amalgamation or Consolidation or Change of Name of Rights Agent 35 4.3 Duties of Rights Agent 36 4.4 Change of Rights Agent 38 4.5 Compliance with Anti-Money Laundering Legislation 38 Article 5 MISCELLANEOUS 39 5.1 Redemption and Waiver 39 5.2 Expiration 41 5.3 Issuance of New Rights Certificates 41 5.4 Supplements and Amendments 41 5.5 Fractional Rights and Fractional Shares 43 5.6 Rights of Action 43 5.7 Regulatory Approvals 44 5.8 Declaration as to Non-Canadian or Non-U.S. Holders 44 5.9 Notices 44 5.10 Costs of Enforcement 46 5.11 Successors 46 5.12 Benefits of this Agreement 46 5.13 Governing Law 46 5.14 Severability 46 5.15 Effective Date 46 5.16 Reconfirmation and Approval 46 5.17 Actions by the Board of Directors 47 5.18 Fiduciary Duties of the Directors 47 5.19 Privacy Legislation 47 5.20 Language 47 5.21 Time of the Essence 47 5.22 Execution in Counterparts 48 ATTACHMENT 1 AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT MEMORANDUM OF AGREEMENT, dated as of October 13, 1992, as amended and restated as of April 28, 2022, between TransAlta Corporation (“TransAlta”), a corporation incorporated under the Canada Business Corporations Act, and Computershare Trust Company of Canada, a corporation incorporated under the laws of Canada (the “Rights Agent”) which was appointed successor to AST Trust Company (Canada), a trust company incorporated under the laws of Canada;
ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS
ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 30 3.1 Flip-in Event 30 ARTICLE 4 - THE RIGHTS AGENT 31 4.1 General 31 4.2 Merger, Amalgamation or Consolidation or Change of Name of Rights Agent 32 4.3 Duties of Rights Agent 33 4.4 Change of Rights Agent 35 4.5 Compliance with Money Laundering Legislation 35 4.6 Privacy Provision 36 ARTICLE 5 – MISCELLANEOUS 36
ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 20 3.1 FLIP-IN EVENT 20 ARTICLE 4 THE RIGHTS AGENT 21 4.1 GENERAL 21 4.2 MERGER, AMALGAMATION OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT 22 4.3 DUTIES OF RIGHTS AGENT 22 4.4 CHANGE OF RIGHTS AGENT 24 4.5 COMPLIANCE WITH MONEY LAUNDERING LEGISLATION 24 4.6 PRIVACY PROVISION 24 ARTICLE 5 MISCELLANEOUS 25 5.1 REDEMPTION AND TERMINATION 25 5.2 EXPIRATION 26 5.3 ISSUANCE OF NEW RIGHTS CERTIFICATES 27 5.4 SUPPLEMENTS AND AMENDMENTS 27 5.5 FRACTIONAL RIGHTS AND FRACTIONAL SHARES 28 5.6 RIGHTS OF ACTION 28 5.7 HOLDER OF RIGHTS NOT DEEMED A SHAREHOLDER 29 5.8 NOTICE OF PROPOSED ACTIONS 29 5.9 NOTICES 29 5.10 COSTS OF ENFORCEMENT 30 5.11 SUCCESSORS 30 5.12 BENEFITS OF THIS AGREEMENT 30 5.13 DESCRIPTIVE HEADINGS 30 5.14 GOVERNING LAW 30 5.15 LANGUAGE 30 5.16 COUNTERPARTS 31 5.17 SEVERABILITY 31 TABLE OF CONTENTS (continued) Page 5.18 EFFECTIVE DATE 31 5.19 SHAREHOLDER REVIEW 31 5.20 REGULATORY APPROVALS 31 5.21 DECLARATION AS TO NON-CANADIAN AND NON-U.S. HOLDERS 32 5.22 DETERMINATIONS AND ACTIONS BY THE BOARD OF DIRECTORS 32 5.23 RIGHTS OF THE BOARD OF DIRECTORS 32 5.24 TIME OF THE ESSENCE 32 AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT THIS AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT made as of the 26th day of September, 2013 (amending and restating the Amended and Restated Shareholder Rights Plan Agreement dated as of December 2, 2010, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 6, 2007, which amended and restated the Shareholder Rights Plan Agreement dated as of November 1, 2004). BETWEEN: OPEN TEXT CORPORATION, a body corporate organized under the laws of Canada (hereinafter referred to as the "Corporation") OF THE FIRST PART COMPUTERSHARE INVESTOR SERVICES INC., a corporation incorporated under the laws of Canada (hereinafter referred to as the "Rights Agent") OF THE SECOND PART
ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 26 3.1 Flip-in Event 26 ARTICLE 4 THE RIGHTS AGENT 27
ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 30 3.1 Flip-in Event 30 4. THE RIGHTS AGENT 32 4.1 General 32 4.2 Merger or Amalgamation or Change of Name of Rights Agent 33 4.3 Duties of Rights Agent 33 4.4 Change of Rights Agent 35 4.5 Compliance with Anti-Money Laundering Legislation 36 4.6 Fiduciary Duties of the Directors 36 5. MISCELLANEOUS 36 5.1 Redemption and Waiver 36 5.2 Expiration 38 5.3 Issuance of New Rights Certificates 38 5.4 Supplements and Amendments 38 5.5 Fractional Rights and Fractional Common Shares 40 5.6 Rights of Action 40 5.7 Holder of Rights Not Deemed a Shareholder 41
ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 21 3.1 Flip-in Event 21 ARTICLE 4 THE RIGHTS AGENT 22 4.1 General 22 4.2 Merger, Amalgamation or Consolidation or Change of Name of Rights Agent 23 4.3 Duties of Rights Agent 23 4.4 Change of Rights Agent 25 4.5 Compliance with Money Laundering Legislation 25 4.6 Privacy Provision 25 ARTICLE 5 MISCELLANEOUS 26 5.1 Redemption and Termination 26 5.2 Expiration 27 5.3 Issuance of New Rights Certificates 28 5.4 Supplements and Amendments 28 5.5 Fractional Rights and Fractional Shares 29 5.6 Rights of Action 29 i TABLE OF CONTENTS (continued) Page
ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF A FLIP-IN EVENT 25 3.1 Flip-in Event 25
ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 3.1 Flip-in. . . . . . . . . . . . . . . . . . . . . . . 20 3.2 Flip-over. . . . . . . . . . . . . . . . . . . . . . 23
