Common use of Rights Offering Clause in Contracts

Rights Offering. Whenever during the Conversion Period the Company issues rights, options or warrants to all or substantially all the holders of the Common Shares pursuant to which those holders are entitled to subscribe for, purchase or otherwise acquire Common Shares or Convertible Securities within a period of 45 days from the date of issue (the “Rights Period”) at a price, or at a conversion price, of less than 90% of the Current Market Price at the record date for such distribution (any such issuance being a “Rights Offering” and Common Shares that may be acquired in exercise of the Rights Offering, or upon conversion of the Convertible Securities offered by the Rights Offering, being the “Offered Shares”), the Conversion Price will be adjusted effective immediately after the record date at which holders of Common Shares are determined for the purposes of the Rights Offering to a number that is the product of (1) the Conversion Price in effect on the record date, and (2) a fraction: (a) the numerator of which is the sum of: (i) the number of Common Shares outstanding on the record date, before giving effect to the Rights Offering; and (ii) the number arrived at when either the product of: (A) the number of Offered Shares offered and the price at which those shares are offered; or (B) the conversion price of the Offered Shares and the maximum number of Offered Shares for or into which the Convertible Securities offered pursuant to the Rights Offering may be converted, as the case may be, is divided by the Current Market Price of the Common Shares on the record date; and (b) the denominator of which is the sum of: (i) the number of Common Shares outstanding on the record date, before giving effect to the Rights Offering; and (ii) the number of Offered Shares offered pursuant to the Rights Offering or the maximum number of Offered Shares into which the Convertible Securities offered pursuant to the Rights Offering may be converted, as the case may be. If all the Offered Shares are not issued, the Conversion Price will be readjusted based upon the number of Offered Shares actually issued.

Rights Offering. Whenever If and whenever during the Conversion Exercise Period the Company issues Corporation shall fix a record date for the issue or distribution of rights, options or warrants to all or substantially all of the holders of the Common Shares pursuant to under which those such holders are entitled entitled, during a period expiring not more than 45 days after the record date for such issue to subscribe for, for or purchase or otherwise acquire Common Shares or Convertible Securities within a period of 45 days from the date of issue (the “Rights Period”) securities exchangeable for or convertible into Shares at a price, price per share to the holder (or at having a conversion price, price or exchange price per Share) of less than 9095% of the Current Market Price at (as defined in Section 5 hereof) for the Shares on such record date for such distribution (any of such issuance events being called a “Rights Offering” and Common Shares that may be acquired in exercise of the Rights Offering, or upon conversion of the Convertible Securities offered by the Rights Offering, being the “Offered Shares”), then the Conversion Exercise Price will shall be adjusted effective immediately after the record date at which holders of Common Shares are determined for the purposes of the Rights Offering to a number that is price determined by multiplying the product of (1) the Conversion Exercise Price in effect on the such record date, and (2) date by a fraction: (a) the numerator of which is the sum of: (i) the numerator of which shall be the aggregate of: (A) the number of Common Shares outstanding on as of the record datedate for the Rights Offering, before giving effect and (B) a number determined by dividing either I. the product of the number of Shares offered under the Rights Offering and the price at which such Shares are offered, II. the product of the exchange or conversion price per share of such securities offered and the maximum number of Shares for or into which the securities so offered pursuant to the Rights Offering may be exchanged or converted, by the Current Market Price of the Shares as of the record date for the Rights Offering; and (ii) the number arrived at when either denominator of which shall be the product of: (A) aggregate of the number of Offered Shares offered and the price at which those shares are offered; or (B) the conversion price of the Offered Shares and the maximum number of Offered Shares for or into which the Convertible Securities offered pursuant to the Rights Offering may be converted, as the case may be, is divided by the Current Market Price of the Common Shares on the record date; and (b) the denominator of which is the sum of: (i) the number of Common Shares outstanding on the such record date, before date after giving effect to the Rights Offering; and (ii) Offering and including the number of Offered Shares offered pursuant to the Rights Offering (including shares issuable upon exercise of the rights, warrants or the maximum number of Offered Shares into which the Convertible Securities offered pursuant to options under the Rights Offering may or upon the exercise of the exchange or conversion rights contained in such exchangeable or convertible securities under the Rights Offering). Any Shares owned by or held for the account of the Corporation shall be converteddeemed not to be outstanding for the purpose of any such calculation. To the extent that such Rights Offering is not so made or any such rights, as the case may be. If all the Offered Shares options or warrants are not issuedexercised prior to the expiration thereof, the Conversion Exercise Price will shall then be readjusted based upon to the Exercise Price which would then be in effect if such record date had not been fixed or if such expired rights, options or warrants had not been issued. From and after any adjustment of the Exercise Price pursuant to this Section 4(b), the number of Offered Shares actually issuedpurchasable pursuant to this Warrant Certificate shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

Rights Offering. Whenever during the Conversion Period If the Company issues shall at any time after the Record Time and prior to the Separation Time fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of the Common Shares pursuant to which those holders are entitled to subscribe for, purchase or otherwise acquire Common Shares or Convertible Securities within a period of 45 days from the date of issue (the “Rights Period”) at a price, or at a conversion price, of less than 90% of the Current Market Price at the record date for such distribution (any such issuance being a “Rights Offering” and Common Shares that may be acquired in exercise of the Rights Offering, or upon conversion of the Convertible Securities offered by the Rights Offering, being the “Offered Shares”), the Conversion Price will be adjusted effective immediately after the record date at which holders of Common Shares are entitling them (for a period expiring within 21 calendar days after such record date) to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for or carrying a right to purchase Common Shares) at a price per Common Share (or, if a security convertible into or exchangeable for or carrying a right to purchase or subscribe for Common Shares, having a conversion, exchange or exercise price, including the price required to be paid to purchase such convertible or exchangeable security or right per share) less than the Market Price per Common Share on such record date, the Exercise Price to be in effect after such record date shall be determined for by multiplying the purposes of the Rights Offering to a number that is the product of (1) the Conversion Exercise Price in effect on the immediately prior to such record date, and (2) date by a fraction: (ai) the numerator of which is the sum of: (i) shall be the number of Common Shares outstanding on the such record date, before giving effect plus the number of Common Shares that the aggregate offering price of the total number of Common Shares so to be offered (and/or the Rights Offeringaggregate initial conversion, exchange or exercise price of the convertible or exchangeable securities or rights so to be offered, including the price required to be paid to purchase such convertible or exchangeable securities or rights) would purchase at such Market Price per Common Share; and (ii) the number arrived at when either the product of: (A) the number of Offered Shares offered and the price at which those shares are offered; or (B) the conversion price of the Offered Shares and the maximum number of Offered Shares for or into which the Convertible Securities offered pursuant to the Rights Offering may be converted, as the case may be, is divided by the Current Market Price of the Common Shares on the record date; and (b) the denominator of which is the sum of: (i) shall be the number of Common Shares outstanding on the such record date, before giving effect to the Rights Offering; and (ii) plus the number of Offered additional Common Shares to be offered pursuant to the Rights Offering for subscription or the maximum number of Offered Shares purchase (or into which the Convertible Securities convertible or exchangeable securities or rights so to be offered pursuant are initially convertible, exchangeable or exercisable). In case such subscription price may be paid by delivery of consideration, part or all of which may be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of Rights. Such adjustment shall be made successively whenever such a record date is fixed, and if such rights, options or warrants are not so issued, or if issued, are not exercised prior to the Rights Offering may expiration thereof, the Exercise Price shall be convertedreadjusted to the Exercise Price which would then be in effect if such record date had not been fixed, or to the Exercise Price which would be in effect based upon the number of Common Shares (or securities convertible into, or exchangeable or exercisable for Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be. If all the Offered Shares are not issuedFor purposes of this Agreement, the Conversion Price will granting of the right to purchase Common Shares (whether from treasury or otherwise) pursuant to the Dividend Reinvestment Plan or any employee benefit stock option or similar plans shall be readjusted based upon deemed not to constitute an issue of rights, options or warrants by the number Company; provided, however, that, in all such cases, the right to purchase Common Shares is at a price per share of Offered Shares actually issuednot less than 80% of the current market price per share (determined as provided in such plans) of the Common Shares.

Rights Offering. Whenever during If and whenever at any time after the Conversion Period date hereof and prior to the Company issues Expiry Time, the Corporation fixes a record date for the issue or distribution to the holders of all or substantially all of the outstanding Common Shares of rights, options or warrants to all or substantially all the holders of the Common Shares pursuant to which those such holders are entitled entitled, during a period expiring not more than 45 days after the record date for such issue (such period being the "Rights Period"), to subscribe for, for or purchase or otherwise acquire Common Shares or Convertible Securities within securities exchangeable for or convertible into Common Shares at a period price per Common Share (or in the case of 45 days from securities exchangeable for or convertible into Common Shares at an exchange or conversion price per Common Share at the date of issue (the “Rights Period”of such securities) at a price, or at a conversion price, of which is less than 9095% of the Current Market Price at of the Common Shares on such record date for such distribution issue (any of such issuance events being herein called a “"Rights Offering” and Common Shares that may be acquired in exercise of the Rights Offering, or upon conversion of the Convertible Securities offered by the Rights Offering, being the “Offered Shares”"), the Conversion Exercise Price will be adjusted effective immediately after the record date at which holders of Common Shares are determined Rights Period for the purposes of the Rights Offering to a number that is the product of (1) amount determined by multiplying the Conversion applicable Exercise Price in effect on at the record date, and (2) end of the Rights Period by a fraction: (ai) the numerator of which is will be the sum of: (i1) the number of Common Shares outstanding on the record datedate for the Rights Offering; and (2) the number determined by dividing: (A) either (a) the product of the number of Common Shares offered for issue during the Rights Period pursuant to the exercise of the rights, before giving effect warrants or options under the Rights Offering and the price at which such Common Shares are offered; or, (b) the product of the exchange or conversion price of the securities so offered and the number of Common Shares for or into which the securities offered pursuant to the Rights Offering may be exchanged or converted, as the case may be; by (B) the Current Market Price of the Common Shares as of the record date for the Rights Offering; and (ii) the number arrived at when either the product of: (A) the number of Offered Shares offered and the price at which those shares are offered; or (B) the conversion price of the Offered Shares and the maximum number of Offered Shares for or into which the Convertible Securities offered pursuant to the Rights Offering may be converted, as the case may be, is divided by the Current Market Price of the Common Shares on the record date; and (b) the denominator of which is will be the sum of: (i) aggregate of the number of Common Shares outstanding on the such record date, before giving effect to the Rights Offering; and (ii) date and the number of Offered Common Shares offered actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants or options pursuant to the Rights Offering (including in the case of the issue or distribution of securities exchangeable for or convertible into Common Shares the number of Common Shares for or into which such securities may be exchanged or converted). If by the terms of the rights, options, or warrants referred to in this Subsection y4.8(c), there is more than one purchase, conversion or exchange price per Common Share, the aggregate price of the total number of additional Common Shares offered for subscription or purchase, or the maximum number aggregate conversion or exchange price of Offered Shares into which the Convertible Securities offered pursuant to convertible or exchangeable securities so offered, will be calculated for purposes of the Rights Offering may be convertedadjustment on the basis of the lowest purchase, conversion or exchange price per Common Share, as the case may be. If all Any Common Shares owned by or held for the Offered Shares are account of the Corporation will be deemed not issuedto be outstanding for the purpose of any such calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this Subsection y4.8(c) as a result of the fixing by the Corporation of a record date for the issue or distribution of rights, options or warrants referred to in this Subsection y4.8(c), the Conversion Exercise Price will be readjusted immediately after the expiry of any relevant exchange, conversion or exercise right to the Exercise Price that would then be in effect based upon the number of Offered Common Shares actually issuedissued and remaining issuable after such expiry and will be further readjusted in such manner upon the expiry of any further such rights.

Rights Offering. Whenever If and whenever during the Conversion Exercise Period the Company issues Corporation shall fix a record date for the issue or distribution of rights, options or warrants to all or substantially all of the holders of the Common Shares pursuant to under which those such holders are entitled entitled, during a period expiring not more than 45 days after the record date for such issue to subscribe for, for or purchase or otherwise acquire Common Shares or Convertible Securities within a period of 45 days from the date of issue (the “Rights Period”) securities exchangeable for or convertible into Shares at a price, price per share to the holder (or at having a conversion price, price or exchange price per Share) of less than 9095% of the Current Market Price at (as defined in Section 5 hereof) for the Shares on such record date for such distribution (any of such issuance events being called a “Rights Offering” and Common Shares that may be acquired in exercise of the Rights Offering, or upon conversion of the Convertible Securities offered by the Rights Offering, being the “Offered Shares”), then the Conversion Exercise Price will shall be adjusted effective immediately after the record date at which holders of Common Shares are determined for the purposes of the Rights Offering to a number that is price determined by multiplying the product of (1) the Conversion Exercise Price in effect on the such record date, and (2) date by a fraction: (a) the numerator of which is the sum of: (i) the numerator of which shall be the aggregate of: (A) the number of Common Shares outstanding on as of the record datedate for the Rights Offering, before giving effect and (B) a number determined by dividing either I. the product of the number of Shares offered under the Rights Offering and the price at which such Shares are offered, or, as the case may be, II the product of the exchange or conversion price per share of such securities offered and the maximum number of Shares for or into which the securities so offered pursuant to the Rights Offering may be exchanged or converted, by the Current Market Price of the Shares as of the record date for the Rights Offering; and (ii) the number arrived at when either denominator of which shall be the product of: (A) aggregate of the number of Offered Shares offered and the price at which those shares are offered; or (B) the conversion price of the Offered Shares and the maximum number of Offered Shares for or into which the Convertible Securities offered pursuant to the Rights Offering may be converted, as the case may be, is divided by the Current Market Price of the Common Shares on the record date; and (b) the denominator of which is the sum of: (i) the number of Common Shares outstanding on the such record date, before date after giving effect to the Rights Offering; and (ii) Offering and including the number of Offered Shares offered pursuant to the Rights Offering (including shares issuable upon exercise of the rights, warrants or the maximum number of Offered Shares into which the Convertible Securities offered pursuant to options under the Rights Offering may or upon the exercise of the exchange or conversion rights contained in such exchangeable or convertible securities under the Rights Offering). Any Shares owned by or he d for the account of the Corporation shall be converteddeemed not to be outstanding for the purpose of any such calculation. To the extent that such Rights Offering is not so made or any such rights, as the case may be. If all the Offered Shares options or warrants are not issuedexercised prior to the expiration thereof, the Conversion Exercise Price will shall then be readjusted based upon to the Exercise Price which would then be in effect if such record date had not been fixed or if such expired rights, options or warrants had not been issued. From and after any adjustment of the Exercise Price pursuant to this Section 4(b), the number of Offered Shares actually issuedpurchasable pursuant to this Warrant Certificate shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

Rights Offering. Whenever during If prior to the Conversion Period Time of Expiry the Company issues Issuer shall fix a ---------------- record date for the issue of rights, options or warrants to all or substantially all of the holders of the Common Shares pursuant to shares under which those such holders are entitled entitled, during a period expiring not more than 45 days after the record date for such issue ("Rights Period"), to subscribe for, for or purchase or otherwise acquire Common Shares or Convertible Securities within a period of 45 days from the date of issue (the “Rights Period”) shares at a price, or at a conversion price, price per share to the holder of less than 9095% of the Current Market Price at for the shares on such record date for such distribution (any of such issuance events being called a “"Rights Offering” and Common Shares that may be acquired in exercise of the Rights Offering, or upon conversion of the Convertible Securities offered by the Rights Offering, being the “Offered Shares”"), then the Conversion Exercise Price will shall be adjusted effective immediately after the record date at which holders of Common Shares are determined for the purposes end of the Rights Offering Period to a number that is price determined by multiplying the product of (1) the Conversion Exercise Price in effect on immediately prior to the record date, and (2) end of the Rights Period by a fraction: (a) the numerator of which is the sum of: (i) the numerator of which shall be the aggregate of: A. the number of Common Shares shares outstanding on as of the record datedate for the Rights Offering; and B. a number determined by dividing (1) the product of the number of shares issued or subscribed during the Rights Period upon the exercise of the rights, before giving effect to warrants or options under the Rights Offering and the price at which such shares are offered by (2) the Current Market Price of the shares as of the record date for the Rights Offering; and (ii) the number arrived at when either the product of: (A) denominator of which shall be the number of Offered Shares offered and the price at which those shares are offered; or (B) the conversion price of the Offered Shares and the maximum number of Offered Shares for or into which the Convertible Securities offered pursuant to the Rights Offering may be converted, as the case may be, is divided by the Current Market Price of the Common Shares on the record date; and (b) the denominator of which is the sum of: (i) the number of Common Shares outstanding on the record date, before after giving effect to the Rights Offering; and (ii) Offering and including the number of Offered Shares offered shares actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering. Any Warrant Holder who shall have exercised his right to purchase shares in accordance with Article 4 during the period beginning immediately after the record date for a Rights Offering and ending on the last day of the Rights Period therefor shall, in addition to the shares to which he is otherwise entitled upon such exercise in accordance with Article 4, be entitled to that number of additional shares equal to the result obtained when the difference, if any, resulting from the subtraction of the Exercise Price as adjusted for such Rights Offering pursuant to this subsection (b) from the Exercise Price in effect immediately prior to the end of such Rights Offering or the maximum number of Offered Shares into which the Convertible Securities offered pursuant to the Rights Offering may be converted, as the case may be. If all the Offered Shares are not issued, the Conversion Price will be readjusted based upon is multiplied by the number of Offered Shares actually issuedshares purchased upon exercise of the 162 Warrants held by such Warrant Holder during such period, and the resulting product is divided by the Exercise Price as adjusted for such Rights Offering pursuant to this subsection 4.7(b); provided that the provisions of Article 4 shall be applicable to any fractional interest in any share to which such Warrant Holder might otherwise be entitled under the foregoing provisions of this subsection 4.7(b). Such additional shares shall be deemed to have been issued to the Warrant Holder immediately following the end of the Rights Period and a certificate for such additional shares shall be delivered to such Warrant Holder within ten business days following the end of the Rights Period.

Rights Offering. Whenever If and whenever during the Conversion Period Exercise Period, the Company issues shall fix a record date for the issue of rights, options or warrants to all or substantially all of the holders of the Common Shares pursuant to under which those such holders are entitled to subscribe forentitled, purchase or otherwise acquire Common Shares or Convertible Securities within during a period of 45 expiring not more than forty-five (45) days from after the record date of for such issue (the “Rights Period”) ), to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price, price per share to the holder (or at having a conversion price, price or exchange price per Share) of less than 9095% of the Current Market Price at for the Common Shares on such record date for such distribution (any of such issuance events being called a “Rights Offering” and Common Shares that may be acquired in exercise of the Rights Offering, or upon conversion of the Convertible Securities offered by the Rights Offering, being the “Offered Shares”), then the Conversion Exercise Price will shall be adjusted effective immediately after the record date at which holders of Common Shares are determined for the purposes end of the Rights Offering Period to a number that is price determined by multiplying the product of (1) the Conversion Exercise Price in effect on immediately prior to the record date, and (2) end of the Rights Period by a fraction: (ai) the numerator of which is shall be the sum aggregate of: (i1) the number of Common Shares outstanding on as of the record datedate for the Rights Offering, before and (2) a number determined by dividing either (a) where the event giving effect rise to the application of this subsection 5.1(b) was the issue of rights, options or warrants to the holders of Common Shares under which such holders are entitled to subscribe for or purchase additional Common Shares, the product of the number of Common Shares issued or subscribed for during the Rights Period and the price at which such Common Shares are offered, or, as the case may be, (b) where the event giving rise to the application of this subsection 5.1(b) was the issue of rights, options or warrants to the holders of Common Shares under which such holders are entitled to subscribe for or purchase securities exchangeable for or convertible into shares, the product of the exchange or conversion price per share of such securities offered and the number of Common Shares for or into which the securities so offered pursuant to the Rights Offering have been exchanged or converted during the Rights Period, by the Current Market Price of the Common Shares as of the record date for the Rights Offering; and (ii) the number arrived at when either the product of: (A) the number of Offered Shares offered and the price at which those shares are offered; or (B) the conversion price of the Offered Shares and the maximum number of Offered Shares for or into which the Convertible Securities offered pursuant to the Rights Offering may be converted, as the case may be, is divided by the Current Market Price of the Common Shares on the record date; and (b) the denominator of which is the sum of: (i) shall be the number of Common Shares outstanding on the record date, before after giving effect to the Rights Offering; and (ii) Offering and including the number of Offered Common Shares offered pursuant to actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering or upon the maximum exercise of the exchange or conversion rights contained in such exchangeable or convertible securities under the Rights Offering. If the holder has exercised any of the Warrants during the period beginning immediately after the record date for a Rights Offering and ending on the last day of the Rights Period, the holder shall, in addition to the Common Shares to which the holder is otherwise entitled upon such exercise in accordance with Article II hereof, be entitled to that number of Offered additional Common Shares into which equal to the Convertible Securities offered result obtained when the difference, if any, resulting from the subtraction of the Exercise Price as adjusted for such Rights Offering pursuant to this subsection 5.1(b) from the Exercise Price in effect immediately prior to the end of such Rights Offering may be converted, as the case may be. If all the Offered Shares are not issued, the Conversion Price will be readjusted based upon is multiplied by the number of Offered Common Shares actually issuedpurchased upon exercise of the Warrants held by such holder during such period, and the resulting product is divided by the Exercise Price as adjusted for such Rights Offering pursuant to this subsection 5.1(b); provided that the provisions of subsection 5.4(1) shall be applicable to any fractional interest in a Common Share to which such holder might otherwise be entitled under the foregoing provisions of this subsection 5.1(b) . Such additional Common Shares shall be deemed to have been issued to the holder immediately following the end of the Rights Period and a certificate for such additional Common Shares shall be delivered to such holder within three (3) Business Days following the end of the Rights Period. If at any time after the date hereof and prior to the Time of Expiry, any of the events set out in subsection 5.1(b) shall occur and the holder has not exercised any of the Warrants during the Rights Period, and the occurrence of such event results in an adjustment of the Exercise Price pursuant to provisions of this Section 5.1, then the number of Common Shares purchasable pursuant to this Warrant Certificate shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Common Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

Rights Offering. Whenever If and whenever during the Conversion Period Exercise Period, the Company issues shall fix a record date for the issue of rights, options or warrants to all or substantially all of the holders of the Common Shares pursuant to under which those such holders are entitled to subscribe forentitled, purchase or otherwise acquire Common Shares or Convertible Securities within during a period of 45 expiring not more than forty-five (45) days from after the record date of for such issue (the “Rights Period”) ), to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price, price per share to the holder (or at having a conversion price, price or exchange price per Share) of less than 9095% of the Current Market Price at for the Common Shares on such record date for such distribution (any of such issuance events being called a “Rights Offering” and Common Shares that may be acquired in exercise of the Rights Offering, or upon conversion of the Convertible Securities offered by the Rights Offering, being the “Offered Shares”), then the Conversion Exercise Price will shall be adjusted effective immediately after the record date at which holders of Common Shares are determined for the purposes end of the Rights Offering Period to a number that is price determined by multiplying the product of (1) the Conversion Exercise Price in effect on immediately prior to the record date, and (2) end of the Rights Period by a fraction: (ai) the numerator of which is shall be the sum aggregate of: (i1) the number of Common Shares outstanding on as of the record datedate for the Rights Offering, before and (2) a number determined by dividing either (a) where the event giving effect rise to the application of this subsection 5.1(b) was the issue of rights, options or warrants to the holders of Common Shares under which such holders are entitled to subscribe for or purchase additional Common Shares, the product of the number of Common Shares issued or subscribed for during the Rights Period and the price at which such Common Shares are offered, or, as the case may be, (b) where the event giving rise to the application of this subsection 5.1(b) was the issue of rights, options or warrants to the holders of Common Shares under which such holders are entitled to subscribe for or purchase securities exchangeable for or convertible into shares, the product of the exchange or conversion price per share of such securities offered and the number of Common Shares for or into which the securities so offered pursuant to the Rights Offering have been exchanged or converted during the Rights Period,by the Current Market Price of the Common Shares as of the record date for the Rights Offering; and (ii) the number arrived at when either the product of: (A) the number of Offered Shares offered and the price at which those shares are offered; or (B) the conversion price of the Offered Shares and the maximum number of Offered Shares for or into which the Convertible Securities offered pursuant to the Rights Offering may be converted, as the case may be, is divided by the Current Market Price of the Common Shares on the record date; and (b) the denominator of which is the sum of: (i) shall be the number of Common Shares outstanding on the record date, before after giving effect to the Rights Offering; and (ii) Offering and including the number of Offered Common Shares offered pursuant to actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering or upon the maximum exercise of the exchange or conversion rights contained in such exchangeable or convertible securities under the Rights Offering. If the holder has exercised any of the Warrants during the period beginning immediately after the record date for a Rights Offering and ending on the last day of the Rights Period, the holder shall, in addition to the Common Shares to which the holder is otherwise entitled upon such exercise in accordance with Article II hereof, be entitled to that number of Offered additional Common Shares into which equal to the Convertible Securities offered result obtained when the difference, if any, resulting from the subtraction of the Exercise Price as adjusted for such Rights Offering pursuant to this subsection 5.1(b) from the Exercise Price in effect immediately prior to the end of such Rights Offering may be converted, as the case may be. If all the Offered Shares are not issued, the Conversion Price will be readjusted based upon is multiplied by the number of Offered Common Shares actually issuedpurchased upon exercise of the Warrants held by such holder during such period, and the resulting product is divided by the Exercise Price as adjusted for such Rights Offering pursuant to this subsection 5.1(b); provided that the provisions of subsection 5.4(1) shall be applicable to any fractional interest in a Common Share to which such holder might otherwise be entitled under the foregoing provisions of this subsection 5.1(b) . Such additional Common Shares shall be deemed to have been issued to the holder immediately following the end of the Rights Period and a certificate for such additional Common Shares shall be delivered to such holder within three (3) Business Days following the end of the Rights Period. If at any time after the date hereof and prior to the Time of Expiry, any of the events set out in subsection 5.1(b) shall occur and the holder has not exercised any of the Warrants during the Rights Period, and the occurrence of such event results in an adjustment of the Exercise Price pursuant to provisions of this Section 5.1, then the number of Common Shares purchasable pursuant to this Warrant Certificate shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Common Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

Rights Offering. Whenever If, and whenever at any time during the Conversion Period Adjustment Period, the Company issues Corporation will fix a record date for the issue of rights, options or warrants to all or substantially all of the holders of the Common Shares pursuant to which those entitling the holders are entitled to subscribe forthereof, purchase or otherwise acquire Common Shares or Convertible Securities within a period of expiring not more than 45 days from after the record date of issue for such issue, to subscribe for or purchase Common Shares (the “Rights Period”or securities convertible into or exchangeable for Common Shares) at a price, price per share (or at having a conversion price, of or exchange price per share) less than 9095% of the Current Market Price at on the earlier of such record date for and the date on which the Corporation announces its intention to make such distribution (any issue, then, in each such issuance being a “Rights Offering” and Common Shares that may be acquired in exercise of the Rights Offering, or upon conversion of the Convertible Securities offered by the Rights Offering, being the “Offered Shares”)case, the Conversion Price Share Rate will be adjusted effective immediately after the such record date at so that it will equal the rate determined by multiplying the Share Rate in effect on such record date by a fraction, of which holders the denominator will be the total number of Common Shares are determined for outstanding on such record date plus the purposes of the Rights Offering to a number that is arrived at when (A) either the product of (1) the Conversion Price in effect on the record date, number of Common Shares offered for subscription and (2) a fraction: (a) the numerator of which is the sum of: (i) the number of Common Shares outstanding on the record date, before giving effect to the Rights Offering; and (ii) the number arrived at when either the product of: (A) the number of Offered Shares offered and the price at which those shares Common Shares are offered; or , or the product of (B3) the conversion price of the Offered Shares thereof and (4) the maximum number of Offered Common Shares for or into which the Convertible Securities convertible or exchangeable securities so offered pursuant to the Rights Offering rights offering may be convertedconverted or exchanged, as the case may be, is divided by (B) the Current Market Price of the Common Shares on the record date; and (b) the denominator , and of which is the sum of: (i) numerator will be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares so offered for subscription or purchase (or into or for which the convertible or exchangeable securities so offered are convertible or exchangeable). Any Common Shares owned by or held for the account of the Corporation or any Subsidiary of the Corporation will be deemed not to be outstanding for the purpose of any such computation. Such adjustment will be made successively whenever such a record datedate is fixed, before giving effect provided that if two or more such record dates or record dates referred to in Section 4.7(b)(iii) hereof are fixed within a period of 25 Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates. To the extent that any such rights, options or warrants are not exercised prior to the Rights Offering; and (ii) expiration thereof, the Share Rate will then be readjusted to the Share Rate which would then be in effect based upon the number of Offered Common Shares offered pursuant to (or securities convertible into or exchangeable for Common Shares) actually issued upon the Rights Offering exercise of such rights, options or the maximum number of Offered Shares into which the Convertible Securities offered pursuant to the Rights Offering may be convertedwarrants, as the case may be. If all the Offered Shares are not issued, the Conversion Price will be readjusted based upon the number of Offered Shares actually issued.

Rights Offering. Whenever during If the Conversion Period the Company issues Corporation shall distribute to all or ---------------- substantially all of its shareholders resident in Canada rights, options or warrants exercisable within a period of forty-five (45) days after the record date for such distribution to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price per share or at an exchange or conversion value per share in the case of securities exchangeable or convertible into Common Shares equal to or less than ninety-five percent (95%) of the Weighted Average Price for Common Shares determined as of the record date for such distribution, to all or substantially all of the holders of the Common Shares pursuant to which those holders are entitled to subscribe for, purchase or otherwise acquire Common Shares or Convertible Securities within a period of 45 days from the date of issue (the “Rights Period”) at a price, or at a conversion price, of less than 90% of the Current Market Price at the record date for such distribution (any such issuance event being called a “"Rights Offering” and Common Shares that may be acquired in exercise of the Rights Offering, or upon conversion of the Convertible Securities offered by the Rights Offering, being the “Offered Shares”"), the Conversion Price will Exercise Number shall be adjusted effective immediately after the record date at on which holders of Common Shares are determined for the purposes of the Rights Offering to a the Exercise number that is the product of (1) the Conversion Price in effect on the record date, and (2) a fraction: (a) the numerator of which is the sum ofdetermined by multiplying: (i) the number of Common Shares outstanding Exercise Number in effect on the such record date, before giving effect to the Rights Offering; andby (ii) the number arrived at when either the product of:fraction (A1) the numerator of which shall be the aggregate of (a) the number of Offered Shares offered and the price at which those shares are offered; or (B) the conversion price of the Offered Shares and the maximum number of Offered Shares for or into which the Convertible Securities offered pursuant to the Rights Offering may be converted, as the case may be, is divided by the Current Market Price of the Common Shares issued and outstanding on the such record date; , and (b) the denominator of which is the sum of: (i) the number of Common Shares outstanding on the record date, before giving effect to the Rights Offering; and (ii) the number of Offered Shares offered pursuant to the Rights Offering or the maximum number of Offered Common Shares for or into which the Convertible Securities securities so offered pursuant to the Rights Offering may be exchanged or converted, as the case may be, and (2) the denominator of which shall be the aggregate of (a) the number of Common Shares issued and outstanding on such record date, and (b) the number determined by dividing either: (1) the product of a) the number of Common Shares so offered; and b) the price at which each of such Common Shares is offered, or (2) the product of a) the maximum number of Common Shares for or into which the securities so offered pursuant to the Rights Offering may be exchanged or converted; and b) the exchange or conversion value of each one of such securities so offered, as the case may be, by the Weighted Average Price of Common Shares determined as of such record date. If all To the Offered Shares extent that such options, rights or warrants are not issuedexercised prior to the expiry date thereof, the Conversion Price will Exercise Number shall be readjusted effective immediately after such expiry date to the Exercise Number which would then have been in effect based upon the number of Offered Common Shares or securities exchangeable for or convertible into Common Shares actually issueddelivered on the exercise of such options, rights or warrants.

Rights Offering. Whenever during If the Conversion Period the Company issues Corporation shall distribute to all or ---------------- substantially all of its shareholders resident in Canada rights, options or warrants exercisable within a period of forty-five (45) days after the record date for such distribution to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price per share or at an exchange or conversion value per share in the case of securities exchangeable or convertible into Common Shares equal to or less than ninety-five percent (95%) of the Weighted Average Price for Common Shares determined as of the record date for such distribution, to all or substantially all of the holders of the Common Shares pursuant to which those holders are entitled to subscribe for, purchase or otherwise acquire Common Shares or Convertible Securities within a period of 45 days from the date of issue (the “Rights Period”) at a price, or at a conversion price, of less than 90% of the Current Market Price at the record date for such distribution (any such issuance event being called a “"Rights Offering” and Common Shares that may be acquired in exercise of the Rights Offering, or upon conversion of the Convertible Securities offered by the Rights Offering, being the “Offered Shares”"), the Conversion Price will Exercise Number shall be adjusted effective immediately after the record date at on which holders of Common Shares are determined for the purposes of the Rights Offering to a the Exercise number that is the product of (1) the Conversion Price in effect on the record date, and (2) a fraction: (a) the numerator of which is the sum ofdetermined by multiplying: (i) the number of Common Shares outstanding Exercise Number in effect on the such record date, before giving effect to the Rights Offering; andby (ii) the number arrived at when either the product of:fraction (A1) the numerator of which shall be the aggregate of (a) the number of Offered Shares offered and the price at which those shares are offered; or (B) the conversion price of the Offered Shares and the maximum number of Offered Shares for or into which the Convertible Securities offered pursuant to the Rights Offering may be converted, as the case may be, is divided by the Current Market Price of the Common Shares issued and outstanding on the such record date; , and (b) the denominator of which is the sum of: (i) the number of Common Shares outstanding on the record date, before giving effect to the Rights Offering; and (ii) the number of Offered Shares offered pursuant to the Rights Offering or the maximum number of Offered Common Shares for or into which the Convertible Securities securities so offered pursuant to the Rights Offering may be exchanged or converted, as the case may be, and (2) the denominator of which shall be the aggregate of (a) the number of Common Shares issued and outstanding on such record date, and (b) the number determined by dividing either: (1) the product of (a) the number of Common Shares so offered; and (b) the price at which each of such Common Shares is offered, or (2) the product of (a) the maximum number of Common Shares for or into which the securities so offered pursuant to the Rights Offering may be exchanged or converted; and (b) the exchange or conversion value of each one of such securities so offered, as the case may be, by the Weighted Average Price of Common Shares determined as of such record date. If all To the Offered Shares extent that such options, rights or warrants are not issuedexercised prior to the expiry date thereof, the Conversion Price will Exercise Number shall be readjusted effective immediately after such expiry date to the Exercise Number which would then have been in effect based upon the number of Offered Common Shares or securities exchangeable for or convertible into Common Shares actually issueddelivered on the exercise of such options, rights or warrants.

Rights Offering. Whenever If and whenever during the Conversion Exercise Period the Company issues Corporation shall fix a record date for the issue or distribution of rights, options or warrants to all or substantially all of the holders of the Common Shares pursuant to under which those such holders are entitled entitled, during a period expiring not more than 45 days after the record date for such issue to subscribe for, for or purchase or otherwise acquire Common Shares or Convertible Securities within a period of 45 days from the date of issue (the “Rights Period”) securities exchangeable for or convertible into Shares at a price, price per share to the holder (or at having a conversion price, price or exchange price per Share) of less than 9095% of the Current Market Price at (as defined in Section 5 hereof) for the Shares on such record date for such distribution (any of such issuance events being called a “Rights Offering” and Common Shares that may be acquired in exercise of the Rights Offering, or upon conversion of the Convertible Securities offered by the Rights Offering, being the “Offered Shares”), then the Conversion Exercise Price will shall be adjusted effective immediately after the record date at which holders of Common Shares are determined for the purposes of the Rights Offering to a number that is price determined by multiplying the product of (1) the Conversion Exercise Price in effect on the such record date, and (2) date by a fraction: (a) the numerator of which is the sum of: (i) the numerator of which shall be the aggregate of: (A) the number of Common Shares outstanding on as of the record datedate for the Rights Offering, before giving effect and (B) a number determined by dividing either I. the product of the number of Shares offered under the Rights Offering and the price at which such Shares are offered, or, as the case may be, II. the product of the exchange or conversion price per share of such securities offered and the maximum number of Shares for or into which the securities so offered pursuant to the Rights Offering may be exchanged or converted, by the Current Market Price of the Shares as of the record date for the Rights Offering; and (ii) the number arrived at when either denominator of which shall be the product of: (A) aggregate of the number of Offered Shares offered and the price at which those shares are offered; or (B) the conversion price of the Offered Shares and the maximum number of Offered Shares for or into which the Convertible Securities offered pursuant to the Rights Offering may be converted, as the case may be, is divided by the Current Market Price of the Common Shares on the record date; and (b) the denominator of which is the sum of: (i) the number of Common Shares outstanding on the such record date, before date after giving effect to the Rights Offering; and (ii) Offering and including the number of Offered Shares offered pursuant to the Rights Offering (including shares issuable upon exercise of the rights, warrants or the maximum number of Offered Shares into which the Convertible Securities offered pursuant to options under the Rights Offering may or upon the exercise of the exchange or conversion rights contained in such exchangeable or convertible securities under the Rights Offering). Any Shares owned by or held for the account of the Corporation shall be converteddeemed not to be outstanding for the purpose of any such calculation. To the extent that such Rights Offering is not so made or any such rights, as the case may be. If all the Offered Shares options or warrants are not issuedexercised prior to the expiration thereof, the Conversion Exercise Price will shall then be readjusted based upon to the Exercise Price which would then be in effect if such record date had not been fixed or if such expired rights, options or warrants had not been issued. From and after any adjustment of the Exercise Price pursuant to this Section 5(b), the number of Offered Shares actually issuedpurchasable pursuant to this Warrant Certificate shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

Rights Offering. Whenever during If the Conversion Period Corporation shall at any time after the Company issues Record Time and prior to the Separation Time fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of the Common Voting Shares pursuant to which those holders are entitled entitling them (for a period expiring within 21 calendar days after such record date) to subscribe for, for or purchase Voting Shares (or otherwise acquire Common Shares securities convertible into or Convertible Securities within exchangeable for or carrying a period of 45 days from the date of issue (the “Rights Period”right to purchase Voting Shares) at a price per Voting Share (or, if a security convertible into or exchangeable for or carrying a right to purchase or subscribe for Voting Shares, having a conversion, exchange or exercise price, including the price required to be paid to purchase such convertible or at a conversion price, of exchangeable security or right per share) less than 90% of the Current Market Price at per Voting Share on such record date, the Exercise Price to be in effect after such record date for such distribution (any such issuance being a “Rights Offering” and Common Shares that may shall be acquired in exercise of determined by multiplying the Rights Offering, or upon conversion of the Convertible Securities offered by the Rights Offering, being the “Offered Shares”), the Conversion Price will be adjusted effective immediately after the record date at which holders of Common Shares are determined for the purposes of the Rights Offering to a number that is the product of (1) the Conversion Exercise Price in effect on the immediately prior to such record date, and (2) date by a fraction: (a) the numerator of which is the sum of: (i) the numerator of which shall be the number of Common Voting Shares outstanding on the such record date, before giving effect plus the number of Voting Shares that the aggregate offering price of the total number of Voting Shares so to be offered (and/or the Rights Offeringaggregate initial conversion, exchange or exercise price of the convertible or exchangeable securities or rights so to be offered, including the price required to be paid to purchase such convertible or exchangeable securities or rights) would purchase at such Market Price per Voting Share; and (ii) the number arrived at when either the product of: (A) denominator of which shall be the number of Offered Voting Shares offered and outstanding on such record date, plus the price at which those shares are offered; or (B) the conversion price of the Offered Shares and the maximum number of Offered additional Voting Shares to be offered for subscription or purchase (or into which the Convertible Securities convertible or exchangeable securities or rights so to be offered pursuant are initially convertible, exchangeable or exercisable). In case such subscription price may be paid by delivery of consideration, part or all of which may be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of Rights. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such rights, options or warrants are not so issued, or if issued, are not exercised prior to the Rights Offering may expiration thereof, the Exercise Price shall be convertedreadjusted to the Exercise Price which would then be in effect if such record date had not been fixed, as or to the case may be, is divided by the Current Market Exercise Price of the Common Shares on the record date; and (b) the denominator of which is the sum of: (i) would be in effect based upon the number of Common Voting Shares outstanding on (or securities convertible into, or exchangeable or exercisable for Voting Shares) actually issued upon the record dateexercise of such rights, before giving effect to the Rights Offering; and (ii) the number of Offered Shares offered pursuant to the Rights Offering options or the maximum number of Offered Shares into which the Convertible Securities offered pursuant to the Rights Offering may be convertedwarrants, as the case may be. If all the Offered Shares are not issuedFor purposes of this Agreement, the Conversion Price will granting of the right to purchase Voting Shares (whether from treasury or otherwise) pursuant to the Dividend Reinvestment Plan or any employee benefit stock option or similar plans shall be readjusted based upon deemed not to constitute an issue of rights, options or warrants by the number Corporation; provided, however, that, in all such cases, the right to purchase Voting Shares is at a price per share of Offered Shares actually issuednot less than 95% of the current market price per share (determined as provided in such plans) of the Voting Shares.

Rights Offering. Whenever If and whenever during the Conversion Period Exercise Period, the Company issues shall fix a record date for the issuance of rights, options or warrants to all or substantially all of the holders of the Common Shares pursuant to under which those such holders are entitled to subscribe forentitled, purchase or otherwise acquire Common Shares or Convertible Securities within during a period of 45 expiring not more than forty-five (45) days from after the record date of for such issue (the “Rights Period”) ), to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price, price per share to the holder (or at having a conversion price, price or exchange price per Common Share) of less than 9095% of the Current Market Price at for the Common Shares on such record date for such distribution (any of such issuance events being called a “Rights Offering” and Common Shares that may be acquired in exercise of the Rights Offering, or upon conversion of the Convertible Securities offered by the Rights Offering, being the “Offered Shares”), then the Conversion Exercise Price will shall be adjusted effective immediately after the record date at which holders of Common Shares are determined for the purposes end of the Rights Offering Period to a number that is price determined by multiplying the product of (1) the Conversion Exercise Price in effect on immediately prior to the record date, and (2) end of the Rights Period by a fraction:fraction:‌ (ai) the numerator of which is shall be the sum aggregate of: (i1) the number of Common Shares outstanding on as of the record datedate for the Rights Offering, before and (2) a number determined by dividing either (a) where the event giving effect rise to the application of this subsection 5.1(b) was the issue of rights, options or warrants to the holders of Common Shares under which such holders are entitled to subscribe for or purchase additional Common Shares, the product of the number of Common Shares issued or subscribed for during the Rights Period and the price at which such Common Shares are offered, or, as the case may be, (b) where the event giving rise to the application of this subsection 5.1(b) was the issue of rights, options or warrants to the holders of Common Shares under which such holders are entitled to subscribe for or purchase securities exchangeable for or convertible into shares, the product of the exchange or conversion price per share of such securities offered and the number of Common Shares for or into which the securities so offered pursuant to the Rights Offering have been exchanged or converted during the Rights Period, by the Current Market Price of the Common Shares as of the record date for the Rights Offering; and (ii) the number arrived at when either the product of: (A) the number of Offered Shares offered and the price at which those shares are offered; or (B) the conversion price of the Offered Shares and the maximum number of Offered Shares for or into which the Convertible Securities offered pursuant to the Rights Offering may be converted, as the case may be, is divided by the Current Market Price of the Common Shares on the record date; and (b) the denominator of which is the sum of: (i) shall be the number of Common Shares outstanding on the record date, before after giving effect to the Rights Offering; and (ii) Offering and including the number of Offered Common Shares offered pursuant to actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering or upon the maximum exercise of the exchange or conversion rights contained in such exchangeable or convertible securities under the Rights Offering. If the holder has exercised any of the Warrants during the period beginning immediately after the record date for a Rights Offering and ending on the last day of the Rights Period, the holder shall, in addition to the Common Shares to which the holder is otherwise entitled upon such exercise in accordance with Article II hereof, be entitled to that number of Offered additional Common Shares into which equal to the Convertible Securities offered result obtained when the difference, if any, resulting from the subtraction of the Exercise Price as adjusted for such Rights Offering pursuant to this subsection 5.1(b) from the Exercise Price in effect immediately prior to the end of such Rights Offering may be converted, as the case may be. If all the Offered Shares are not issued, the Conversion Price will be readjusted based upon is multiplied by the number of Offered Common Shares actually issuedpurchased upon exercise of the Warrants held by such holder during such period, and the resulting product is divided by the Exercise Price as adjusted for such Rights Offering pursuant to this subsection 5.1(b); provided that the provisions of subsection 5.4(1) shall be applicable to any fractional interest in a Common Share to which such holder might otherwise be entitled under the foregoing provisions of this subsection 5.1(b). Such additional Common Shares shall be deemed to have been issued to the holder immediately following the end of the Rights Period and a certificate for such additional Common Shares shall be delivered to such holder within three (3) Business Days following the end of the Rights Period. If at any time after the date hereof and prior to the Time of Expiry, any of the events set out in subsection 5.1(b) shall occur and the holder has not exercised any of the Warrants during the Rights Period, and the occurrence of such event results in an adjustment of the Exercise Price pursuant to provisions of this Section 5.1, then the number of Common Shares purchasable pursuant to this Warrant Indenture shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Common Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.