Common use of Contingent Consideration Clause in Contracts

Contingent Consideration. (a) Upon the terms and subject to the conditions of this Agreement and the Transfer Agreement, the Corporation shall issue or pay the Contingent Consideration to the Partnership in accordance with the terms of this Section 2.2. (b) If the Weighted Average Trading Price Per Share determined as of December 31, 2002 (as adjusted pursuant to paragraph (e) of this Section 2.2, the "2002 PRICE") is less than $8.00 per share (as adjusted pursuant to paragraph (e) of this Section 2.2), then the Corporation shall pay to the Partnership, on December 31, 2002, an amount in cash (the "2002 CONTINGENT CASH PAYMENT") equal to the lesser of : (i) (A) $14,000,000 minus (B) the value of the Initial Shares on such date, determined by multiplying the number of Initial Shares (as adjusted pursuant to paragraph (e) of this Section 2.2) by the 2002 Price; and (ii) the value of 3,000,000 Common Shares (as adjusted pursuant to paragraph (e) of this Section 2.2), on such date, determined by multiplying 3,000,000 by the 2002 Price. At the option of the Corporation, the Corporation may satisfy the 2002 Contingent Cash Payment obligation by issuing to the Partnership, on December 31, 2002, instead of the 2002 Contingent Cash Payment, an additional number of Common Shares, free and clear of any Liens other than Liens created under this Agreement or the Transfer Agreement (the "2002 ADDITIONAL SHARES") equal to the number obtained by dividing the 2002 Contingent Cash Payment by the 2002 Price. (c) If the Weighted Average Trading Price Per Share determined as of December 31, 2003 (as adjusted pursuant to paragraph (e) of this Section 2.2, the "2003 PRICE") is less than $10.83 per share (as adjusted pursuant to paragraph (e) of this Section 2.2), then the Corporation shall pay to the Partnership, on December 31, 2003, an amount in cash (the "2003 CONTINGENT CASH PAYMENT") equal to the lesser of : (i) $9,000,000 and (B) the value of 6,000,000 Common Shares (as adjusted pursuant to paragraph (e) of this Section 2.2), on such date, determined by multiplying 6,000,000 by the 2003 Price; provided, however, that if, prior to December 31, 2003, the Partnership sells any of the Initial Shares or the 2002 Additional Shares issued pursuant to paragraph (b) of this Section 2.2 to any Person (other than any permitted assignee of the Partnership or an Affiliate of a permitted assignee), then the foregoing amount shall be reduced on a dollar-for-dollar basis by the amount, if any, that the aggregate cash proceeds received from any such sale(s) prior to December 31, 2003 of Initial Shares or 2002 Additional Shares exceeds the product of (i) the number of such Initial Shares and 2002 Additional Shares that have been sold prior to December 31, 2003 and (ii) the Weighted Average Trading Price Per Share determined as of the Closing Date. At the option of the Corporation, the Corporation may satisfy the 2003 Contingent Cash Payment obligation by issuing to the Partnership, on December 31, 2003, instead of the 2003 Contingent Cash Payment, an additional number of Common Shares, free and clear of any Liens other than Liens created under this Agreement or the Transfer Agreement (the "2003 ADDITIONAL SHARES") equal to the number obtained by dividing the 2003 Contingent Cash Payment by the 2003 Price. In order to determine whether any Initial Shares or 2002 Additional Shares have been sold as provided in the proviso of the first sentence of this paragraph (c), all Common Shares received by the Partnership (or any permitted assignee of the Partnership, as the case may be) upon conversion of the Debentures shall be deemed to have been sold first and shall not be considered in the application of such proviso. In addition, the Initial Shares and any 2002 Additional Shares that were issued pursuant to paragraph (b) of Section 2.1 and paragraph (b) of this Section 2.2 shall be kept in a segregated account separate and apart from any shares issued upon conversion of the Debentures or otherwise acquired by the Partnership (or such permitted assignee or an Affiliate of such permitted assignee). Prior to issuing any of the 2003 Additional Shares, the Partnership shall provide a certificate to the Corporation certifying the number and sale price of any Initial Shares and any 2002 Additional Shares that were issued pursuant to paragraph (b) of Section 2.1 and paragraph (b) of this Section 2.2 that were sold by the Partnership (or such permitted assignee or an Affiliate of such permitted assignee) prior to December 31, 2003 (other than to any permitted assignee of the Partnership or an Affiliate of a permitted assignee), together with a copy of the broker's account statement for such sales if requested by the Corporation. (d) Any Additional Shares issued in satisfaction of the Contingent Cash Payments may be issued to the Partnership on exchange of exchangeable preferred shares of a wholly-owned non-Canadian subsidiary of the Corporation using the structure contemplated in Sections 3.2(a), 3.2(b) and 3.3(a) hereof; provided, that, at the time of such issuance, the Corporation makes representations, warranties, covenants and indemnities to the Partnership with respect to such exchangeable preferred shares that are substantially the same as those made by the Corporation to the Partnership with respect to the Subco Preferred Shares. (e) The number of Common Shares used to determine the 2002 Contingent Cash Payment and the 2003 Contingent Cash Payment pursuant to paragraphs (b) and (c) above and the 2002 Price and the 2003 Price shall be adjusted in the event of a merger, consolidation, recapitalization, stock split, reclassification or other similar event or distribution in which the Common Shares are converted, exchanged or otherwise changed. The Corporation shall forthwith give notice to the Partnership in the manner provided in Section 11 specifying the event requiring such adjustment or readjustment and the results thereof, including the number of Common Shares used to determine the 2002 Contingent Cash Payment and the 2003 Contingent Cash Payment pursuant to paragraphs (b) or (c) above and the resulting 2002 Price and 2003 Price. Furthermore, the Corporation shall give notice to the Partnership, in the manner provided in Section 11, of its intention to take any action that may give rise to any such adjustment or readjustment at the same time as any public announcement thereof and in any event no later than the time at which holders of Common Shares are notified of any such action, and, in each case, such notice shall specify the particulars of such event and the record date and the effective date for such event; provided, that the Corporation shall only be required to specify in such notice such particulars of such event as shall have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 7 days in each case prior to such applicable record date or effective date, whichever is earlier. (f) Upon the issuance of any 2002 Additional Shares and 2003 Additional Shares as contemplated by this Section 2.2, the Corporation shall deliver to the Partnership a duly executed stock certificate or certificates representing such shares registered in the name of the Partnership as requested by the Partnership as promptly on or after the relevant December 31 delivery date as the Corporation's transfer agent can prepare such certificate or certificates for such delivery. In addition, the Corporation shall issue the opinions of counsel to the Corporation, dated the issuance dates of the 2002 Additional Shares and the 2003 Additional Shares, with respect to the issuance of such Additional Shares, each substantially in the form of the opinions deliverable to the Partnership pursuant to Section 3.2(d)(ii).

Contingent Consideration. (a) Upon the terms and subject to the conditions of this Agreement and the Transfer Agreement, the Corporation shall issue or pay the Contingent Consideration to the Partnership Investors in accordance with the terms of this Section 2.2. (b) If the Weighted Average Trading Price Per Share determined as of December 31, 2002 (as adjusted pursuant to paragraph (e) of this Section 2.2, the "2002 PRICE") is less than $8.00 per share (as adjusted pursuant to paragraph (e) of this Section 2.2), then the Corporation shall pay to the PartnershipInvestors, on December 31, 2002, an amount in cash (the "2002 CONTINGENT CASH PAYMENT") equal to the lesser of : (i) (A) $14,000,000 minus (B) the value of the Initial Shares on such date, determined by multiplying the number of Initial Shares (as adjusted pursuant to paragraph (e) of this Section 2.2) by the 2002 Price; and (ii) the value of 3,000,000 Common Shares (as adjusted pursuant to paragraph (e) of this Section 2.2), on such date, determined by multiplying 3,000,000 by the 2002 Price. At the option of the Corporation, the Corporation may satisfy the 2002 Contingent Cash Payment obligation by issuing to the PartnershipInvestors, on December 31, 2002, instead of the 2002 Contingent Cash Payment, an additional number of Common Shares, free and clear of any Liens other than Liens created under this Agreement or the Transfer Agreement (the "2002 ADDITIONAL SHARES") equal to the number obtained by dividing the 2002 Contingent Cash Payment by the 2002 Price. (c) If the Weighted Average Trading Price Per Share determined as of December 31, 2003 (as adjusted pursuant to paragraph (e) of this Section 2.2, the "2003 PRICE") is less than $10.83 per share (as adjusted pursuant to paragraph (e) of this Section 2.2), then the Corporation shall pay to the PartnershipInvestors, on December 31, 2003, an amount in cash (the "2003 CONTINGENT CASH PAYMENT") equal to the lesser of : (i) $9,000,000 and (B) the value of 6,000,000 Common Shares (as adjusted pursuant to paragraph (e) of this Section 2.2), on such date, determined by multiplying 6,000,000 by the 2003 Price; provided, however, that if, prior to December 31, 2003, the Partnership sells Investors sell any of the Initial Shares or the 2002 Additional Shares issued pursuant to paragraph (b) of this Section 2.2 to any Person (other than any permitted assignee of the Partnership another Investor or an Affiliate of a permitted assigneean Investor), then the foregoing amount shall be reduced on a dollar-for-dollar basis by the amount, if any, that the aggregate cash proceeds received from any such sale(s) prior to December 31, 2003 of Initial Shares or 2002 Additional Shares exceeds the product of (i) the number of such Initial Shares and 2002 Additional Shares that have been sold prior to December 31, 2003 and (ii) the Weighted Average Trading Price Per Share determined as of the Closing Date. At the option of the Corporation, the Corporation may satisfy the 2003 Contingent Cash Payment obligation by issuing to the PartnershipInvestors, on December 31, 2003, instead of the 2003 Contingent Cash Payment, an additional number of Common Shares, free and clear of any Liens other than Liens created under this Agreement or the Transfer Agreement (the "2003 ADDITIONAL SHARES") equal to the number obtained by dividing the 2003 Contingent Cash Payment by the 2003 Price. In order to determine whether any Initial Shares or 2002 Additional Shares have been sold as provided in the proviso of the first sentence of this paragraph (c), all Common Shares received by the Partnership (or any permitted assignee of the Partnership, as the case may be) Investors upon conversion of the Debentures shall be deemed to have been sold first and shall not be considered in the application of such proviso. In addition, the Initial Shares and any 2002 Additional Shares that were issued pursuant to paragraph (b) of Section 2.1 and paragraph (b) of this Section 2.2 shall be kept in a segregated account separate and apart from any shares issued upon conversion of the Debentures or otherwise acquired by the Partnership (Investors or such permitted assignee or an Affiliate of such permitted assignee)their Affiliates. Prior to issuing any of the 2003 Additional Shares, the Partnership Investors shall provide a certificate to the Corporation certifying the number and sale price of any Initial Shares and any 2002 Additional Shares that were issued pursuant to paragraph (b) of Section 2.1 and paragraph (b) of this Section 2.2 that were sold by the Partnership (Investors or such permitted assignee or an Affiliate of such permitted assignee) their Affiliates prior to December 31, 2003 (other than to any permitted assignee of the Partnership another Investor or an Affiliate of a permitted assigneean Investor), together with a copy of the broker's account statement for such sales if requested by the Corporation. (d) Any Additional Shares issued in satisfaction of the Contingent Cash Payments may be issued to the Partnership Investors on exchange of exchangeable preferred shares of a wholly-owned non-Canadian subsidiary of the Corporation using the structure contemplated in Sections 3.2(a), 3.2(b) and 3.3(a3.3(c) hereofof the Conversion Inducement Agreement; provided, that, at the time of such issuance, the Corporation makes representations, warranties, covenants and indemnities to the Partnership Investors with respect to such exchangeable preferred shares that are substantially the same as those made by the Corporation to the Partnership Investors with respect to the Subco Preferred Shares. (e) The number of Common Shares used to determine the 2002 Contingent Cash Payment and the 2003 Contingent Cash Payment pursuant to paragraphs (b) and (c) above and the 2002 Price and the 2003 Price shall be adjusted in the event of a merger, consolidation, recapitalization, stock split, reclassification or other similar event or distribution in which the Common Shares are converted, exchanged or otherwise changed. The Corporation shall forthwith give notice to the Partnership Investors in the manner provided in Section 11 specifying the event requiring such adjustment or readjustment and the results thereof, including the number of Common Shares used to determine the 2002 Contingent Cash Payment and the 2003 Contingent Cash Payment pursuant to paragraphs (b) or (c) above and the resulting 2002 Price and 2003 Price. Furthermore, the Corporation shall give notice to the Partnership, in the manner provided in Section 11, of its intention to take any action that may give rise to any such adjustment or readjustment at the same time as any public announcement thereof and in any event no later than the time at which holders of Common Shares are notified of any such action, and, in each case, such notice shall specify the particulars of such event and the record date and the effective date for such event; provided, that the Corporation shall only be required to specify in such notice such particulars of such event as shall have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 7 days in each case prior to such applicable record date or effective date, whichever is earlier. (f) Upon the issuance of any 2002 Additional Shares and 2003 Additional Shares as contemplated by this Section 2.2, the Corporation shall deliver to the Partnership a duly executed stock certificate or certificates representing such shares registered in the name of the Partnership as requested by the Partnership as promptly on or after the relevant December 31 delivery date as the Corporation's transfer agent can prepare such certificate or certificates for such delivery. In addition, the Corporation shall issue the opinions of counsel to the Corporation, dated the issuance dates of the 2002 Additional Shares and the 2003 Additional Shares, with respect to the issuance of such Additional Shares, each substantially in the form of the opinions deliverable to the Partnership pursuant to Section 3.2(d)(ii).the

Contingent Consideration. (a) Upon the terms and subject to the conditions of this Agreement and the Transfer Agreement, the Corporation shall issue or pay the Contingent Consideration to the Partnership Investors in accordance with the terms of this Section 2.2. (b) If the Weighted Average Trading Price Per Share determined as of December 31, 2002 (as adjusted pursuant to paragraph (e) of this Section 2.2, the "2002 PRICE") is less than $8.00 per share (as adjusted pursuant to paragraph (e) of this Section 2.2), then the Corporation shall pay to the PartnershipInvestors, on December 31, 2002, an amount in cash (the "2002 CONTINGENT CASH PAYMENT") equal to the lesser of : (i) (A) $14,000,000 minus (B) the value of the Initial Shares on such date, determined by multiplying the number of Initial Shares (as adjusted pursuant to paragraph (e) of this Section 2.2) by the 2002 Price; and (ii) the value of 3,000,000 Common Shares (as adjusted pursuant to paragraph (e) of this Section 2.2), on such date, determined by multiplying 3,000,000 by the 2002 Price. At the option of the Corporation, the Corporation may satisfy the 2002 Contingent Cash Payment obligation by issuing to the PartnershipInvestors, on December 31, 2002, instead of the 2002 Contingent Cash Payment, an additional number of Common Shares, free and clear of any Liens other than Liens created under this Agreement or the Transfer Agreement (the "2002 ADDITIONAL SHARES") equal to the number obtained by dividing the 2002 Contingent Cash Payment by the 2002 Price. (c) If the Weighted Average Trading Price Per Share determined as of December 31, 2003 (as adjusted pursuant to paragraph (e) of this Section 2.2, the "2003 PRICE") is less than $10.83 per share (as adjusted pursuant to paragraph (e) of this Section 2.2), then the Corporation shall pay to the PartnershipInvestors, on December 31, 2003, an amount in cash (the "2003 CONTINGENT CASH PAYMENT") equal to the lesser of : (i) $9,000,000 and (B) the value of 6,000,000 Common Shares (as adjusted pursuant to paragraph (e) of this Section 2.2), on such date, determined by multiplying 6,000,000 by the 2003 Price; providedPROVIDED, howeverHOWEVER, that if, prior to December 31, 2003, the Partnership sells Investors sell any of the Initial Shares or the 2002 Additional Shares issued pursuant to paragraph (b) of this Section 2.2 to any Person (other than any permitted assignee of the Partnership another Investor or an Affiliate of a permitted assigneean Investor), then the foregoing amount shall be reduced on a dollar-for-dollar basis by the amount, if any, that the aggregate cash proceeds received from any such sale(s) prior to December 31, 2003 of Initial Shares or 2002 Additional Shares exceeds the product of (i) the number of such Initial Shares and 2002 Additional Shares that have been sold prior to December 31, 2003 and (ii) the Weighted Average Trading Price Per Share determined as of the Closing Date. At the option of the Corporation, the Corporation may satisfy the 2003 Contingent Cash Payment obligation by issuing to the PartnershipInvestors, on December 31, 2003, instead of the 2003 Contingent Cash Payment, an additional number of Common Shares, free and clear of any Liens other than Liens created under this Agreement or the Transfer Agreement (the "2003 ADDITIONAL SHARES") equal to the number obtained by dividing the 2003 Contingent Cash Payment by the 2003 Price. In order to determine whether any Initial Shares or 2002 Additional Shares have been sold as provided in the proviso of the first sentence of this paragraph (c), all Common Shares received by the Partnership (or any permitted assignee of the Partnership, as the case may be) Investors upon conversion of the Debentures shall be deemed to have been sold first and shall not be considered in the application of such proviso. In addition, the Initial Shares and any 2002 Additional Shares that were issued pursuant to paragraph (b) of Section 2.1 and paragraph (b) of this Section 2.2 shall be kept in a segregated account separate and apart from any shares issued upon conversion of the Debentures or otherwise acquired by the Partnership (Investors or such permitted assignee or an Affiliate of such permitted assignee)their Affiliates. Prior to issuing any of the 2003 Additional Shares, the Partnership Investors shall provide a certificate to the Corporation certifying the number and sale price of any Initial Shares and any 2002 Additional Shares that were issued pursuant to paragraph (b) of Section 2.1 and paragraph (b) of this Section 2.2 that were sold by the Partnership (Investors or such permitted assignee or an Affiliate of such permitted assignee) their Affiliates prior to December 31, 2003 (other than to any permitted assignee of the Partnership another Investor or an Affiliate of a permitted assigneean Investor), together with a copy of the broker's account statement for such sales if requested by the Corporation. (d) Any Additional Shares issued in satisfaction of the Contingent Cash Payments may be issued to the Partnership Investors on exchange of exchangeable preferred shares of a wholly-owned non-Canadian subsidiary of the Corporation using the structure contemplated in Sections 3.2(a), 3.2(b) and 3.3(a3.3(c) hereofof the Conversion Inducement Agreement; providedPROVIDED, that, at the time of such issuance, the Corporation makes representations, warranties, covenants and indemnities to the Partnership Investors with respect to such exchangeable preferred shares that are substantially the same as those made by the Corporation to the Partnership Investors with respect to the Subco Preferred Shares. (e) The number of Common Shares used to determine the 2002 Contingent Cash Payment and the 2003 Contingent Cash Payment pursuant to paragraphs (b) and (c) above and the 2002 Price and the 2003 Price shall be adjusted in the event of a merger, consolidation, recapitalization, stock split, reclassification or other similar event or distribution in which the Common Shares are converted, exchanged or otherwise changed. The Corporation shall forthwith give notice to the Partnership Investors in the manner provided in Section 11 specifying the event requiring such adjustment or readjustment and the results thereof, including the number of Common Shares used to determine the 2002 Contingent Cash Payment and the 2003 Contingent Cash Payment pursuant to paragraphs (b) or (c) above and the resulting 2002 Price and 2003 Price. Furthermore, the Corporation shall give notice to the PartnershipInvestors, in the manner provided in Section 11, of its intention to take any action that may give rise to any such adjustment or readjustment at the same time as any public announcement thereof and in any event no later than the time at which holders of Common Shares are notified of any such action, and, in each case, such notice shall specify the particulars of such event and the record date and the effective date for such event; providedPROVIDED, that the Corporation shall only be required to specify in such notice such particulars of such event as shall have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 7 days in each case prior to such applicable record date or effective date, whichever is earlier. (f) Upon the issuance of any 2002 Additional Shares and 2003 Additional Shares as contemplated by this Section 2.2, the Corporation shall deliver to the Partnership Investors a duly executed stock certificate or certificates representing such shares registered in the name Investors' names in the amounts that correspond to their original percentage ownership of the Partnership as requested by the Partnership Initial Shares as promptly on or after the relevant December 31 delivery date as the Corporation's transfer agent can prepare such certificate or certificates for such delivery. In addition, the Corporation shall enter in an agreement with the Investors containing substantially the same representations, warranties, covenants and indemnities, as applicable, as set forth in this Agreement with respect to the 2002 Additional Shares and the 2003 Additional Shares and also shall issue the opinions of counsel to the Corporation, dated the issuance dates of the 2002 Additional Shares and the 2003 Additional Shares, with respect to the issuance of such Additional Shares, each substantially in the form of the opinions deliverable to the Partnership pursuant to Section 3.2(d)(ii3.2(c)(ii).

Contingent Consideration. (a) Upon As additional consideration for the terms Company Stock, and subject to the conditions of this Agreement and the Transfer Agreementindicated conditions, the Corporation Company shall issue be entitled to receive the following amounts: (a) If the earnings before interest, taxes, depreciation and amortization ("EBITDA") of the Company Business for the period from August 16, 1999 through December 31, 1999, as derived from the audited financial statements of Buyer for calendar year 1999, equals or exceeds five hundred thousand dollars (U.S. $500,000) (the A1999 THRESHOLD AMOUNT"), then Buyer shall pay the Contingent Consideration to the Partnership Company an amount equal to ten dollars (U.S. $10.00) multiplied by each dollar, up to $100,000, that the EBITDA exceeds the 1999 Threshold Amount. Notwithstanding the foregoing, if the Closing Date is changed to other than August 16, 1999, the 1999 Threshold Amount shall be reduced or increased, as the case may be, on a pro rata basis to reflect the longer or shorter time period created by such change in accordance the Closing Date. Any payment to be made pursuant to this Section 1.3(a) shall be made within thirty (30) days after the filing by SLL with the terms SEC (the "FILING") of this Section 2.2SLL's Annual Report on Form 10-K (the " FORM 10-K") for calendar year 1999. (b) If the Weighted Average Trading Price Per Share determined EBITDA of the Company Business for calendar year 2000, as derived from audited financial statements of December 31the Buyer for calendar year 2000, 2002 equals: (as adjusted pursuant to paragraph i) one million dollars (eU.S. $1,000,000) of this Section 2.2, (the "2002 PRICEBASE AMOUNT") is less than $8.00 per share (as adjusted pursuant to paragraph (e) of this Section 2.2), then the Corporation Buyer shall pay to the Partnership, on December 31, 2002, an amount in cash Company the sum of two hundred fifty thousand dollars (U.S. $250,000); or (ii) one million two hundred seventy-five thousand dollars (U.S. $1,275,000) (the "2002 CONTINGENT CASH PAYMENTTOP AMOUNT"), then Buyer shall pay to the Company the sum of seventy hundred fifty thousand dollars ($750,000). If the EBITDA of the Company Business for calendar year 2000 is greater than the Base Amount, but less than the Top Amount (such amount between those two amounts being referred to herein as the "DIFFERENCE"), then Buyer shall pay to the Company the sum of two hundred fifty thousand dollars (U.S. $250,000) plus an amount equal to the lesser product of : (i) the percentage of two hundred seventy-five thousand dollars (AU.S. $275,000) $14,000,000 minus (B) the value of the Initial Shares on such date, determined by multiplying the number of Initial Shares (as adjusted pursuant to paragraph (e) of this Section 2.2) represented by the 2002 Price; and Difference multiplied by (ii) the value of 3,000,000 Common Shares five hundred thousand dollars (as adjusted U.S. $500,000). Any payments to be made pursuant to paragraph (e) of this Section 2.2), on such date, determined by multiplying 3,000,000 by 1.6(b) shall be made within thirty (30) days after the 2002 Price. At the option Filing of the Corporation, the Corporation may satisfy the 2002 Contingent Cash Payment obligation by issuing to the Partnership, on December 31, 2002, instead of the 2002 Contingent Cash Payment, an additional number of Common Shares, free and clear of any Liens other than Liens created under this Agreement or the Transfer Agreement (the "2002 ADDITIONAL SHARES") equal to the number obtained by dividing the 2002 Contingent Cash Payment by the 2002 PriceForm 10-K for calendar year 2000. (c) If the Weighted Average Trading Price Per Share determined EBITDA for the Company Business for calendar year 2001, as derived from the audited financial statements of December 31the Buyer for calendar year 2001, 2003 equals or exceeds (as adjusted pursuant to paragraph i) one million four hundred thousand (e$1,400,000) of this Section 2.2, (the "2003 PRICESECOND BASE AMOUNT") is less than $10.83 per share (as adjusted pursuant to paragraph (e) of this Section 2.2), then the Corporation Buyer shall pay to the Partnership, on December 31, 2003, an amount in cash Company the sum of two hundred fifty thousand dollars ($250,000); or (ii) one million six hundred eighty-three thousand dollars ($1,683,000) (the "2003 CONTINGENT CASH PAYMENTSECOND TOP AMOUNT") equal to the lesser of : (i) $9,000,000 and (B) the value of 6,000,000 Common Shares (as adjusted pursuant to paragraph (e) of this Section 2.2), on such date, determined by multiplying 6,000,000 by the 2003 Price; provided, however, that if, prior to December 31, 2003, the Partnership sells any of the Initial Shares or the 2002 Additional Shares issued pursuant to paragraph (b) of this Section 2.2 to any Person (other than any permitted assignee of the Partnership or an Affiliate of a permitted assignee), then Buyer shall pay to the foregoing Company the sum of seven hundred fifty thousand dollars ($750,000). If the EBITDA of the Company Business for calendar year 2001 is greater than the Second Base Amount, but less than the Second Top Amount (such amount between those two amounts being referred to herein as the "SECOND DIFFERENCE"), then Buyer shall be reduced on a dollar-for-dollar basis by pay to the amount, if any, that Company the aggregate cash proceeds received from any such sale(ssum of two hundred fifty thousand dollars (U.S. $250,000) prior plus an amount equal to December 31, 2003 of Initial Shares or 2002 Additional Shares exceeds the product of (i) the number percentage of such Initial Shares and 2002 Additional Shares that have been sold prior to December 31, 2003 and the two hundred sixty three thousand dollars (U.S. $263,000) represented by the Second Difference multiplied by (ii) five hundred thousand dollars (U.S. $500,000). Any payments to be made pursuant to this Section 1.6(c) shall be made within thirty (30) days after the Weighted Average Trading Price Per Share determined as Filing of the Closing Date. At the option of the Corporation, the Corporation may satisfy the 2003 Contingent Cash Payment obligation by issuing to the Partnership, on December 31, 2003, instead of the 2003 Contingent Cash Payment, an additional number of Common Shares, free and clear of any Liens other than Liens created under this Agreement or the Transfer Agreement (the "2003 ADDITIONAL SHARES") equal to the number obtained by dividing the 2003 Contingent Cash Payment by the 2003 Price. In order to determine whether any Initial Shares or 2002 Additional Shares have been sold as provided in the proviso of the first sentence of this paragraph (c), all Common Shares received by the Partnership (or any permitted assignee of the Partnership, as the case may be) upon conversion of the Debentures shall be deemed to have been sold first and shall not be considered in the application of such proviso. In addition, the Initial Shares and any 2002 Additional Shares that were issued pursuant to paragraph (b) of Section 2.1 and paragraph (b) of this Section 2.2 shall be kept in a segregated account separate and apart from any shares issued upon conversion of the Debentures or otherwise acquired by the Partnership (or such permitted assignee or an Affiliate of such permitted assignee). Prior to issuing any of the 2003 Additional Shares, the Partnership shall provide a certificate to the Corporation certifying the number and sale price of any Initial Shares and any 2002 Additional Shares that were issued pursuant to paragraph (b) of Section 2.1 and paragraph (b) of this Section 2.2 that were sold by the Partnership (or such permitted assignee or an Affiliate of such permitted assignee) prior to December 31, 2003 (other than to any permitted assignee of the Partnership or an Affiliate of a permitted assignee), together with a copy of the broker's account statement Form 10-K for such sales if requested by the Corporationcalendar year 2001. (d) Any Additional Shares issued in satisfaction For purposes of this Section 1.6, "COMPANY BUSINESS" shall mean revenues from the Contingent Cash Payments may be issued four schools and bookstores operated by the Sellers immediately prior to the Partnership Closing and which are identified on exchange of exchangeable preferred shares of a wholly-owned non-Canadian subsidiary of the Corporation using the structure contemplated in Sections 3.2(a), 3.2(b) and 3.3(a) hereof; provided, that, at the time of such issuance, the Corporation makes representations, warranties, covenants and indemnities to the Partnership with respect to such exchangeable preferred shares that are substantially the same as those made by the Corporation to the Partnership with respect to the Subco Preferred Shares. (e) The number of Common Shares used to determine the 2002 Contingent Cash Payment and the 2003 Contingent Cash Payment pursuant to paragraphs (b) and (c) above and the 2002 Price and the 2003 Price shall be adjusted in the event of a merger, consolidation, recapitalization, stock split, reclassification or other similar event or distribution in which the Common Shares are converted, exchanged or otherwise changed. The Corporation shall forthwith give notice to the Partnership in the manner provided in Section 11 specifying the event requiring such adjustment or readjustment and the results thereof, including the number of Common Shares used to determine the 2002 Contingent Cash Payment and the 2003 Contingent Cash Payment pursuant to paragraphs (b) or (c) above and the resulting 2002 Price and 2003 Price. Furthermore, the Corporation shall give notice to the Partnership, in the manner provided in Section 11, of its intention to take any action that may give rise to any such adjustment or readjustment at the same time as any public announcement thereof and in any event no later than the time at which holders of Common Shares are notified of any such action, and, in each case, such notice shall specify the particulars of such event and the record date and the effective date for such event; provided, that the Corporation shall only be required to specify in such notice such particulars of such event as shall have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 7 days in each case prior to such applicable record date or effective date, whichever is earlier. (f) Upon the issuance of any 2002 Additional Shares and 2003 Additional Shares as contemplated by this Section 2.2, the Corporation shall deliver to the Partnership a duly executed stock certificate or certificates representing such shares registered in the name of the Partnership as requested by the Partnership as promptly on or after the relevant December 31 delivery date as the Corporation's transfer agent can prepare such certificate or certificates for such delivery. In addition, the Corporation shall issue the opinions of counsel to the Corporation, dated the issuance dates of the 2002 Additional Shares and the 2003 Additional Shares, with respect to the issuance of such Additional Shares, each substantially in the form of the opinions deliverable to the Partnership pursuant to Section 3.2(d)(iiSCHEDULE 1.6(d).

Contingent Consideration. (a) Upon the terms and subject to the conditions of this Agreement and the Transfer Agreement, the Corporation shall issue or pay the Contingent Consideration to the Partnership in accordance with the terms of this Section 2.2. (b) If the Weighted Average Trading Price Per Share determined as of December 31, 2002 (as adjusted pursuant to paragraph (e) of this Section 2.2, the "2002 PRICE") is less than $8.00 per share (as adjusted pursuant to paragraph (e) of this Section 2.2), then the Corporation shall pay to the Partnership, on December 31, 2002, an amount in cash (the "2002 CONTINGENT CASH PAYMENT") equal to the lesser of : (i) (A) $14,000,000 minus (B) the value of the Initial Shares on such date, determined by multiplying the number of Initial Shares (as adjusted pursuant to paragraph (e) of this Section 2.2) by the 2002 Price; and (ii) the value of 3,000,000 Common Shares (as adjusted pursuant to paragraph (e) of this Section 2.2), on such date, determined by multiplying 3,000,000 by the 2002 Price. At the option of the Corporation, the Corporation may satisfy the 2002 Contingent Cash Payment obligation by issuing to the Partnership, on December 31, 2002, instead of the 2002 Contingent Cash Payment, an additional number of Common Shares, free and clear of any Liens other than Liens created under this Agreement or the Transfer Agreement (the "2002 ADDITIONAL SHARES") equal to the number obtained by dividing the 2002 Contingent Cash Payment by the 2002 Price. (c) If the Weighted Average Trading Price Per Share determined as of December 31, 2003 (as adjusted pursuant to paragraph (e) of this Section 2.2, the "2003 PRICE") is less than $10.83 per share (as adjusted pursuant to paragraph (e) of this Section 2.2), then the Corporation shall pay to the Partnership, on December 31, 2003, an amount in cash (the "2003 CONTINGENT CASH PAYMENT") equal to the lesser of : (i) $9,000,000 and (B) the value of 6,000,000 Common Shares (as adjusted pursuant to paragraph (e) of this Section 2.2), on such date, determined by multiplying 6,000,000 by the 2003 Price; providedPROVIDED, howeverHOWEVER, that if, prior to December 31, 2003, the Partnership sells any of the Initial Shares or the 2002 Additional Shares issued pursuant to paragraph (b) of this Section 2.2 to any Person (other than any permitted assignee of the Partnership or an Affiliate of a permitted assignee), then the foregoing amount shall be reduced on a dollar-for-dollar basis by the amount, if any, that the aggregate cash proceeds received from any such sale(s) prior to December 31, 2003 of Initial Shares or 2002 Additional Shares exceeds the product of (i) the number of such Initial Shares and 2002 Additional Shares that have been sold prior to December 31, 2003 and (ii) the Weighted Average Trading Price Per Share determined as of the Closing Date. At the option of the Corporation, the Corporation may satisfy the 2003 Contingent Cash Payment obligation by issuing to the Partnership, on December 31, 2003, instead of the 2003 Contingent Cash Payment, an additional number of Common Shares, free and clear of any Liens other than Liens created under this Agreement or the Transfer Agreement (the "2003 ADDITIONAL SHARES") equal to the number obtained by dividing the 2003 Contingent Cash Payment by the 2003 Price. In order to determine whether any Initial Shares or 2002 Additional Shares have been sold as provided in the proviso of the first sentence of this paragraph (c), all Common Shares received by the Partnership (or any permitted assignee of the Partnership, as the case may be) upon conversion of the Debentures shall be deemed to have been sold first and shall not be considered in the application of such proviso. In addition, the Initial Shares and any 2002 Additional Shares that were issued pursuant to paragraph (b) of Section 2.1 and paragraph (b) of this Section 2.2 shall be kept in a segregated account separate and apart from any shares issued upon conversion of the Debentures or otherwise acquired by the Partnership (or such permitted assignee or an Affiliate of such permitted assignee). Prior to issuing any of the 2003 Additional Shares, the Partnership shall provide a certificate to the Corporation certifying the number and sale price of any Initial Shares and any 2002 Additional Shares that were issued pursuant to paragraph (b) of Section 2.1 and paragraph (b) of this Section 2.2 that were sold by the Partnership (or such permitted assignee or an Affiliate of such permitted assignee) prior to December 31, 2003 (other than to any permitted assignee of the Partnership or an Affiliate of a permitted assignee), together with a copy of the broker's account statement for such sales if requested by the Corporation. (d) Any Additional Shares issued in satisfaction of the Contingent Cash Payments may be issued to the Partnership on exchange of exchangeable preferred shares of a wholly-owned non-Canadian subsidiary of the Corporation using the structure contemplated in Sections 3.2(a), 3.2(b) and 3.3(a) hereof; providedPROVIDED, that, at the time of such issuance, the Corporation makes representations, warranties, covenants and indemnities to the Partnership with respect to such exchangeable preferred shares that are substantially the same as those made by the Corporation to the Partnership with respect to the Subco Preferred Shares. (e) The number of Common Shares used to determine the 2002 Contingent Cash Payment and the 2003 Contingent Cash Payment pursuant to paragraphs (b) and (c) above and the 2002 Price and the 2003 Price shall be adjusted in the event of a merger, consolidation, recapitalization, stock split, reclassification or other similar event or distribution in which the Common Shares are converted, exchanged or otherwise changed. The Corporation shall forthwith give notice to the Partnership in the manner provided in Section 11 specifying the event requiring such adjustment or readjustment and the results thereof, including the number of Common Shares used to determine the 2002 Contingent Cash Payment and the 2003 Contingent Cash Payment pursuant to paragraphs (b) or (c) above and the resulting 2002 Price and 2003 Price. Furthermore, the Corporation shall give notice to the Partnership, in the manner provided in Section 11, of its intention to take any action that may give rise to any such adjustment or readjustment at the same time as any public announcement thereof and in any event no later than the time at which holders of Common Shares are notified of any such action, and, in each case, such notice shall specify the particulars of such event and the record date and the effective date for such event; providedPROVIDED, that the Corporation shall only be required to specify in such notice such -------- particulars of such event as shall have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 7 days in each case prior to such applicable record date or effective date, whichever is earlier. (f) Upon the issuance of any 2002 Additional Shares and 2003 Additional Shares as contemplated by this Section 2.2, the Corporation shall deliver to the Partnership a duly executed stock certificate or certificates representing such shares registered in the name of the Partnership as requested by the Partnership as promptly on or after the relevant December 31 delivery date as the Corporation's transfer agent can prepare such certificate or certificates for such delivery. In addition, the Corporation shall issue the opinions of counsel to the Corporation, dated the issuance dates of the 2002 Additional Shares and the 2003 Additional Shares, with respect to the issuance of such Additional Shares, each substantially in the form of the opinions deliverable to the Partnership pursuant to Section 3.2(d)(ii).