Common use of Exercise After Separation Time Clause in Contracts

Exercise After Separation Time. From and after the Separation Time and prior to the Expiration Time: (i) the Rights are exercisable; and (ii) the registration and transfer of Rights will be separate from and independent of Common Shares. Promptly following the Separation Time, the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as determined by the Rights Agent, to permit the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to Rights in certificated form. Promptly following the Separation Time, the Corporation will prepare or cause to be prepared and the Rights Agent, if requested by the Corporation and provided with all information and documentation necessary for it to comply with such request, will mail to each holder of record of Common Shares as of the Separation Time and, in respect of each Convertible Security converted into Common Shares after the Separation Time and prior to the Expiration Time, promptly after such conversion, the Corporation will prepare or cause to be prepared and the Rights Agent, if requested by the Corporation and provided with all information and documentation necessary for it to comply with such request, will mail to the holder so converting (other than an Acquiring Person and, in respect of any Rights Beneficially Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of such Rights (a “Nominee”)), at such holder’s address as shown by the records of the Corporation (the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose) or the transfer agent or the registrar for the Common Shares: (iii) a Rights Certificate, substantially in the form of Schedule A attached hereto, appropriately completed and duly executed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement and which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent, or as may be required to comply with any law, rule or regulation or judicial or administrative order, or with any rule or regulation of any self-regulatory organization, stock exchange or “system” on which the Rights may from time to time be listed or traded, or to conform to usage; and (iv) a disclosure statement describing the Rights, provided that a Nominee shall be sent the materials provided for in sections 2.2(c)(iii) and 2.2(c)(iv) only in respect of all Common Shares of the Corporation held of record by it which are not Beneficially Owned by an Acquiring Person as indicated to the Rights Agent by the Corporation in writing, and the Corporation may require any Nominee or suspected Nominee to provide such information and documentation as the Corporation may reasonably require for such purpose. The Corporation shall provide the Rights Agent with written notice of the identity of any Acquiring Person, Associate or Affiliate, or the Nominee of any of the foregoing, and the Rights Agent may rely on such notice in carrying out its duties under this Agreement, and shall be deemed not to have any knowledge of the identity of any such Acquiring Person, Associate or Affiliate, or the Nominee of any of the foregoing unless and until it shall have received such written notice.

Exercise After Separation Time. From and after the Separation Time and prior to the Expiration Time: (i) the Rights are exercisable; and (ii) the registration and transfer of Rights will be separate from and independent of Common Shares. Promptly following the Separation Time, the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as determined by the Rights Agent, to permit the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to Rights in certificated form. Promptly following the Separation Time, the Corporation will prepare or cause to be prepared and the Rights Agent, if requested by the Corporation and provided with all information and documentation necessary for it to comply with such request, will mail to each holder of record of Common Shares as of the Separation Time and, in respect of each Convertible Security converted into Common Shares after the Separation Time and prior to the Expiration Time, promptly after such conversion, the Corporation will prepare or cause to be prepared and the Rights Agent, if requested by the Corporation and provided with all information and documentation necessary for it to comply with such request, will mail to the holder so converting (other than an Acquiring Person and, in respect of any Rights Beneficially Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of such Rights (a “"Nominee”")), at such holder’s 's address as shown by the records of the Corporation (the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose) or the transfer agent or the registrar for the Common Shares: (iii) a Rights Certificate, substantially in the form of Schedule A attached hereto, appropriately completed and duly executed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement and which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent, or as may be required to comply with any law, rule or regulation or judicial or administrative order, or with any rule or regulation of any self-regulatory organization, stock exchange or “"system” " on which the Rights may from time to time be listed or traded, or to conform to usage; and (iv) a disclosure statement describing the Rights, provided that a Nominee shall be sent the materials provided for in sections 2.2(c)(iii) and 2.2(c)(iv) only in respect of all Common Shares of the Corporation held of record by it which are not Beneficially Owned by an Acquiring Person as indicated to the Rights Agent by the Corporation in writing, and the Corporation may require any Nominee or suspected Nominee to provide such information and documentation as the Corporation may reasonably require for such purpose. The Corporation shall provide the Rights Agent with written notice of the identity of any Acquiring Person, Associate or Affiliate, or the Nominee of any of the foregoing, and the Rights Agent may rely on such notice in carrying out its duties under this Agreement, and shall be deemed not to have any knowledge of the identity of any such Acquiring Person, Associate or Affiliate, or the Nominee of any of the foregoing unless and until it shall have received such written notice.