Common use of Rules Regarding Calculation of Adjustment of Conversion Price Clause in Contracts

Rules Regarding Calculation of Adjustment of Conversion Price. For the purposes of Sections 5.01 and 5.02: (a) The adjustments provided for in Sections 5.01 and 5.02 are cumulative and will be computed to the nearest one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following provisions of this Section 5.03. (b) No adjustment in the Conversion Price will be required unless the cumulative effect of such adjustment would result in a change of at least 1% in the prevailing Conversion Price; provided, however, that any adjustments that, except for the provisions of this Section 5.03 would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustment. (c) No adjustment in the Conversion Price will be required upon the issuance from time to time of Common Shares pursuant to the Corporation’s stock option plans or share purchase plan, or any dividend reinvestment plan, as such plans may be replaced, supplemented or further amended from time to time, or in respect of the New Rights Offering (as defined in the Plan). (d) No adjustment in the Conversion Price will be made in respect of any of the events referred to in Sections 5.01(2)(a) and (b), Section 5.01(3)or Section 5.01(4), if Debentureholders are entitled to participate in such event on the same terms, mutatis mutandis, as if they had converted their Debentures prior to or on the effective date or record date of such event. Any such participation will be subject to any required prior consent of a Recognized Stock Exchange. (e) If at any time a dispute arises with respect to adjustments provided for in Section 5.01, such dispute will be conclusively determined, subject to the consent of a Recognized Stock Exchange, by the Corporation’s auditors, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the Board of Directors and any such determination will be binding upon the Corporation, the Trustee, the Debentureholders and shareholders of the Corporation; such auditors or accountants will be given access to all necessary records of the Corporation. If any such determination is made, the Corporation will deliver a Certificate of the Corporation to the Trustee describing such determination, and the Trustee will be entitled to act and rely upon such Certificate of the Corporation. (f) If the Corporation sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Conversion Price will be made. (g) In the absence of a resolution of the Board of Directors fixing a record date for a Special Distribution or Rights Offering, the Corporation will be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected. For greater certainty, Debentureholders will have no right to convert Debentures into any security other than Common Shares unless an appropriate adjustment is made by and set forth in an indenture supplemental hereto.

Rules Regarding Calculation of Adjustment of Conversion Price. For the purposes of Sections 5.01 sections 5.1 and 5.025.2: (a) 5.3.1 The adjustments provided for in Sections 5.01 sections 5.1 and 5.02 5.2 are cumulative and will be computed to the nearest one-tenth of one cent in United States Dollars and will be made successively whenever an event referred to therein occurs, subject to the following provisions subsections of this Section 5.03section. (b) 5.3.2 No adjustment in the Conversion Price will be required unless the cumulative effect of such adjustment would result in a change of at least 1% in the prevailing Conversion Price; provided, however, that any adjustments thatwhich, except for the provisions of this Section 5.03 subsection would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustment. (c) 5.3.3 No adjustment in the Conversion Price will be required upon the issuance from time to time of Common Shares Shares, or options or other securities pursuant to the CorporationCompany’s stock option plans or share purchase plan, or any dividend reinvestment plan, or any similar plan, if any, as such plans may be replaced, supplemented or further amended from time to time. In addition, or in respect of the New Rights Offering (as defined for greater certainty, no adjustment in the Plan)Conversion Price upon an event referred to in subsection 5.1.4 will be required upon the distribution from time to time of Common Shares by way of private placement or prospectus which is made to the public in general. (d) 5.3.4 No adjustment in the Conversion Price will be made in respect of any of the events referred to in Sections 5.01(2)(asubsections 5.1.2(c) and or (bd), Section 5.01(3)or Section 5.01(4)5.1.3, 5.1.4, 5.1.6 or 5.1.7, if Debentureholders are entitled to participate in such event on the same terms, mutatis mutandis, as if they had converted their Debentures prior to or on the effective date or record date of such event. Any such participation will be subject to any required prior consent of a any applicable Recognized Stock Exchange. (e) 5.3.5 If at any time a dispute arises with respect to adjustments provided for in Section 5.01section 5.1, such dispute will be conclusively determined, subject to the consent of a Recognized Stock Exchange, by the CorporationCompany’s auditors, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the Board of Directors and any such determination will be binding upon the CorporationCompany, the Indenture Trustee, the Debentureholders and shareholders of the CorporationCompany; such auditors or accountants will be given access to all necessary records of the CorporationCompany. If any such determination is made, the Corporation Company will deliver a an Officer’s Certificate of the Corporation to the Indenture Trustee describing such determination, and the Indenture Trustee will shall be entitled to act and rely upon such Certificate of the CorporationOfficer’s Certificate. (f) 5.3.6 If the Corporation Company sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Conversion Price will shall be made. (g) 5.3.7 In the absence of a resolution of the Board of Directors fixing a record date for a Special Distribution or Rights Offering, the Corporation Company will be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected. . 5.3.8 For greater certainty, Debentureholders will shall have no right to convert Debentures into any security other than Common Shares unless an appropriate adjustment is made by and set forth in an indenture supplemental hereto.

Rules Regarding Calculation of Adjustment of Conversion Price. For the purposes of Sections 5.01 sections 4.3 and 5.024.4: (a) The adjustments provided for in Sections 5.01 sections 4.3 and 5.02 4.4 are cumulative and will be computed to the nearest one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following provisions subsections of this Section 5.03section. (b) No adjustment in the Conversion Price will be required unless the cumulative effect of such adjustment would result in a change of at least 1% in the prevailing Conversion Price; provided, however, that any adjustments thatwhich, except for the provisions of this Section 5.03 subsection would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustment. (c) No adjustment in the Conversion Price will be required upon the issuance from time to time of Common Shares pursuant to the Corporation’s 's stock option plans or share purchase plan, plan or any dividend reinvestment plan, as such plans may be replaced, supplemented or further amended from time to time, including without limitation an amendment to the Corporation's stock option plan approved by the holders of Common Shares at a meeting of holders of Common Shares held on June 21, 2000, or in respect upon exercise of outstanding rights or agreements, including options, warrants and other convertible securities including any rights which have been granted or issued by the New Rights Offering (as defined in the Plan)Corporation. (d) No adjustment in the Conversion Price will be made in respect of any of event described in section 4.3, other than the events referred to in Sections 5.01(2)(asubsections 4.3(b)(iii) and (biv), Section 5.01(3)or Section 5.01(4)or section 4.4, if Debentureholders are entitled to participate in such event on the same terms, mutatis mutandis, as if they had converted their Debentures prior to or on the effective date or record date of such event. Any such participation will be subject to any required the prior consent of a Recognized Stock Exchangethe TSE and any other applicable regulatory consent or approval. (e) If at any time a dispute arises with respect to adjustments provided for in Section 5.01section 4.3, such dispute will be conclusively determined, subject to the TSE's consent of a Recognized Stock Exchangeand any other applicable regulatory approval or consent, by the Corporation’s 's auditors, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the Board of Directors and any such determination will be binding upon the Corporation, the Trustee, the Debentureholders and shareholders of the Corporation; such auditors or accountants will be given access to all necessary records of the Corporation. If any such determination is made, the Corporation will deliver a Certificate of the Corporation to the Trustee describing such determination, determination and the Trustee will shall be entitled to act and rely upon such Certificate of the Corporation. (f) If the Corporation sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Conversion Price will shall be made. (g) In the absence of a resolution of the Board of Directors fixing a record date for a Special Distribution or Rights Offering, the Corporation will be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected. . (h) For greater certainty, Debentureholders will shall have no right to convert Debentures into any security other than Common Shares unless an appropriate adjustment is made by and set forth in an indenture supplemental hereto.

Rules Regarding Calculation of Adjustment of Conversion Price. For the purposes of Sections 5.01 sections 6.1 and 5.026.2: (a) The adjustments provided for in Sections 5.01 and 5.02 are cumulative and will be computed to the nearest one-tenth of one cent and will be made successively (without duplication) whenever an event referred to therein occurs, subject to the following provisions paragraphs of this Section 5.03section 6.3. (b) No adjustment in the Conversion Price will be required unless the cumulative effect of such adjustment would result in a change of at least 1% in the prevailing Conversion Price; provided, however, that any adjustments thatwhich, except for the provisions of this Section 5.03 section 6.3(b) would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustment. (c) No adjustment in the Conversion Price will be required upon the issuance from time to time of Common Shares pursuant to the Corporation’s existing or future stock option plans or share purchase plan, or any dividend reinvestment plan, or any similar plan, if any, as such plans may be replaced, supplemented or further amended from time to time. In addition, or in respect of the New Rights Offering (as defined for greater certainty, no adjustment in the Plan)Conversion Price upon an event referred to in section 6.1(d) will be required upon the distribution from time to time of Common Shares by way of private placement or prospectus which is made to the public in general. (d) No adjustment in the Conversion Price will be made in respect of any of the events referred to in Sections 5.01(2)(a) and (bsections 6.1(a)(iii), Section 5.01(3)or Section 5.01(46.1(b), 6.1(d), 6.1(e) or 6.1(f), if Debentureholders are entitled to participate in such event on the same terms, mutatis mutandis, as if they had converted their Debentures prior to or on the effective date or record date of such event. Any such participation will be subject to any required prior consent of a Recognized Stock Exchange. (e) If at any time a dispute arises with respect to adjustments provided for in Section 5.01section 6.1, such dispute will be conclusively determined, subject to the consent of a Recognized Stock Exchange, by the Corporation’s auditors, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the Board of Directors and any such determination will be binding upon the Corporation, the Indenture Trustee, the Debentureholders and shareholders of the Corporation; such auditors or accountants will be given access to all necessary records of the Corporation. If any such determination is made, the Corporation will deliver a an Officer’s Certificate of the Corporation to the Indenture Trustee describing such determination, and the Indenture Trustee will shall be entitled to act and rely upon such Certificate of the CorporationOfficer’s Certificate. (f) If the Corporation sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Conversion Price will shall be made. (g) In the absence of a resolution of the Board of Directors fixing a record date for a Special Distribution or Rights Offering, the Corporation will be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected. . (h) For greater certainty, Debentureholders will shall have no right to convert Debentures into any security other than Common Shares unless an appropriate adjustment is made by and set forth in an indenture supplemental hereto.

Rules Regarding Calculation of Adjustment of Conversion Price. For the purposes of Sections 5.01 sections 6.1 and 5.026.2: (a) 6.3.1 The adjustments provided for in Sections 5.01 sections 6.1 and 5.02 6.2 are cumulative and will be computed to the nearest one-tenth of one cent in United States Dollars and will be made successively whenever an event referred to therein occurs, subject to the following provisions subsections of this Section 5.03section. (b) 6.3.2 No adjustment in the Conversion Price will be required unless the cumulative effect of such adjustment would result in a change of at least 1% in the prevailing Conversion Price; provided, however, that any adjustments thatwhich, except for the provisions of this Section 5.03 subsection would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustment. (c) 6.3.3 No adjustment in the Conversion Price will be required upon the issuance from time to time of Common Shares Shares, or options or other securities pursuant to the CorporationCompany’s stock option plans or share purchase plan, or any dividend reinvestment plan, or any similar plan, if any, as such plans may be replaced, supplemented or further amended from time to time. In addition, or in respect of the New Rights Offering (as defined for greater certainty, no adjustment in the Plan)Conversion Price upon an event referred to in subsection 6.1.4 will be required upon the distribution from time to time of Common Shares by way of private placement or prospectus which is made to the public in general. (d) 6.3.4 No adjustment in the Conversion Price will be made in respect of any of the events referred to in Sections 5.01(2)(asubsections 6.1.2(c) and or (bd)), Section 5.01(3)or Section 5.01(4)6.1.3, 6.1.4 or 6.1.5, if Debentureholders are entitled to participate in such event on the same terms, mutatis mutandis, as if they had converted their Debentures prior to or on the effective date or record date of such event. Any such participation will be subject to any required prior consent of a any applicable Recognized Stock Exchange. (e) 6.3.5 If at any time a dispute arises with respect to adjustments provided for in Section 5.01section 6.1, such dispute will be conclusively determined, subject to the consent of a Recognized Stock Exchange, by the CorporationCompany’s auditors, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the Board of Directors and any such determination will be binding upon the CorporationCompany, the Indenture Trustee, the Debentureholders and shareholders of the CorporationCompany; such auditors or accountants will be given access to all necessary records of the CorporationCompany. If any such determination is made, the Corporation Company will deliver a an Officer’s Certificate of the Corporation to the Indenture Trustee describing such determination, and the Indenture Trustee will shall be entitled to act and rely upon such Certificate of the CorporationOfficer’s Certificate. (f) 6.3.6 If the Corporation Company sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Conversion Price will shall be made. (g) 6.3.7 In the absence of a resolution of the Board of Directors fixing a record date for a Special Distribution or Rights Offering, the Corporation Company will be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected. . 6.3.8 For greater certainty, Debentureholders will shall have no right to convert Debentures into any security other than Common Shares unless an appropriate adjustment is made by and set forth in an indenture supplemental hereto.