Common use of Flip-in Event Clause in Contracts

Flip-in Event. (a) Subject to Section 20, in the event any Person shall become an Acquiring Person, then each holder of a Right (except as provided in Section 7(e)) shall thereafter have a right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of a number of one-thousandths of a share of Preferred Stock, such number of Common Shares as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of one-thousandths of a share of Preferred Stock for which a Right is then exercisable and dividing that product by (y) 50% of the Current Market Price per Common Share on the date on which such Person became an Acquiring Person (such number of shares are hereinafter referred to as the "Adjustment Shares"). (b) In the event that there shall not be sufficient authorized but unissued Common Shares (or issued but not outstanding Common Shares held in treasury) to permit the exercise in full of the Rights in accordance with the foregoing Section 11(a), the Company shall (A) determine the Current Value of the Adjustment Shares and (B) with respect to each Right, make adequate provision to (i) pay cash equal to the Current Value of the Adjustment Shares in lieu of issuing Common Shares and require payment of the Purchase Price, (ii) pay cash equal to the excess of the Current Value of the Adjustment Shares over the Purchase Price in lieu of issuing Common Shares and requiring payment of the Purchase Price, (iii) issue debt or equity securities, or a combination thereof, having a value equal to the Current Value of the Adjustment Shares (including, without limitation, shares, or units of shares, of common or preferred stock, which may include the Common Stock and/or the Preferred Stock), where the value of such securities shall be determined by a nationally recognized investment banking firm selected by the Board of Directors, in lieu of issuing Common Shares and require payment of the Purchase Price, or (iv) deliver any combination of cash, property, Common Stock and/or other securities having a value equal to the Current Value, and require payment of all or any requisite portion of the Purchase Price. To the extent that the Company determines that some action need be taken pursuant to the preceding sentence, the Board of Directors may suspend the exercisability of the Rights for a period of up to 45 days following the date on which the event described in Section 11(a) shall have occurred in order to decide the appropriate form of distribution to be made pursuant to the preceding sentence and to determine the value thereof. If the Board of Directors shall determine in good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, the Board of Directors may suspend the exercisability of the Rights for a period of up to 90 days following the date on which the event described in Section 11(a) shall have occurred in order that the Company may seek shareholder approval for the authorization of such additional shares. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect.

Flip-in Event. (a) Subject to Section 20, in the event any Person shall become an Acquiring Person, then each holder of a Right (except as provided in Section 7(e)) shall thereafter have a right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of a number of one-thousandths of a share of Preferred Stock, such number of Common Shares as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of one-thousandths of a share of Preferred Stock for which a Right is then exercisable and dividing that product by (y) 50% of the Current Market Price per Common Share on the date on which such Person became an Acquiring Person (such number of shares are hereinafter referred to as the "Adjustment Shares"). (b) In the event that there shall not be sufficient authorized but unissued Common Shares (or issued but not outstanding Common Shares held in treasury) to permit the exercise in full of the Rights in accordance with the foregoing Section 11(a), the Company shall (A) determine the Current Value of the Adjustment Shares and (B) with respect to each Right, make adequate provision to (i) pay cash equal to the Current Value of the Adjustment Shares in lieu of issuing Common Shares and require payment of the Purchase Price, (ii) pay cash equal to the excess of the Current Value of the Adjustment Shares over the Purchase Price in lieu of issuing Common Shares and requiring payment of the Purchase Price, (iii) issue debt or equity securities, or a combination thereof, having a value equal to the Current Value of the Adjustment Shares (including, without limitation, shares, or units of shares, of common or preferred stock, which may include the Common Stock and/or the Preferred Stock), where the value of such securities shall be determined by a nationally recognized investment banking firm selected by the Board of Directors, in lieu of issuing Common Shares and require payment of the Purchase Price, or (iv) deliver any combination of cash, property, Common Stock and/or other securities having a value equal to the Current Value, and require payment of all or any requisite portion of the Purchase Price. To the extent that the Company determines that some action need be taken pursuant to the preceding sentence, the Board of Directors may suspend the exercisability of the Rights for a period of up to 45 days following the date on which the event described in Section 11(a) shall have occurred in order to decide the appropriate form of distribution to be made pursuant to the preceding sentence and to determine the value thereof. If the Board of Directors shall determine in good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, the Board of Directors may suspend the exercisability of the Rights for a period of up to 90 days following the date on which the event described in Section 11(a) shall have occurred in order that the Company may seek shareholder approval for the authorization of such additional shares. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect.

Flip-in Event. (a) Subject to subsection 3.1(b) and Section 205.1 hereof, in the event that prior to the Expiration Time a Flip-in Event shall occur: (i) each Right shall thereafter constitute, effective at the close of business on the 10th Business Day thereafter, the right to purchase from the Corporation upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of consummation or occurrence an event of a type analogous to any Person of the events described in Section 2.3 shall become an Acquiring Person, then have occurred); (ii) in the event that there are insufficient authorized but unissued Shares to permit each holder of a Right (except as provided other than an Acquiring Person or a transferee of the kind described in Section 7(eparagraph 3.1(b)(ii)) to purchase from the Corporation that number of Common Shares per Right provided for in paragraph 3.1(a)(i), then until such time as holders of Common Shares approve an increase in the Corporation's authorized capital such that there are sufficient authorized but unissued Common Shares to permit each holder of a Right (other than an Acquiring Person or a transferee of the kind described in paragraph 3.1(b)(ii)) to purchase from the Corporation that number of Common Shares per Right provided for in paragraph 3.1(a)(i), each whole Right shall thereafter have a constitute, effective at the Close of Business on the eighth Trading Day after the Stock Acquisition Date, the right to receivepurchase from the Corporation, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreementhereof, in lieu of a number of one-thousandths of a share of Preferred Stock, such that number of Common Shares as shall that is equal the result obtained by (x) multiplying the then current Purchase Price to one Common Share multiplied by the number of one-thousandths Adjustment Factor for an amount in cash equal to the Adjusted Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after the consummation or occurrence or event, an event of a share of Preferred Stock for which a Right is then exercisable and dividing that product by (y) 50% type analogous to any of the Current Market Price per Common Share on the date on which such Person became an Acquiring Person (such number of shares are hereinafter referred to as the "Adjustment Shares"events described in Section 2.3 shall have occurred). (b) In Notwithstanding anything in this Agreement to the event contrary, upon the occurrence of any Flip-in Event, any Rights that there are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person of any Associate or Affiliate of an Acquiring Person); or (ii) a transferee or other successor in title directly or indirectly (a "Transferee") of Rights held by any Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming an Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person), that has the purpose or effect of avoiding paragraph 3.1(b)(i); shall become void and any holder of such Rights (including Transferees) shall thereafter have no right to exercise such Rights under any provision of this Agreement and shall not have thereafter any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either paragraphs (i) or (ii) of subsection 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person or a Transferee (as such terms are defined in the Rights Plan) or acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Plan." provided that the Rights Agent shall not be sufficient authorized under any responsibility to ascertain the existence of facts that would require the imposition of such legend but unissued Common Shares (shall be required to impose such legend only if instructed to do so by the Corporation or issued but not outstanding Common Shares held if a holder fails to certify upon transfer or exchange in treasury) to permit the exercise in full of space provided on the Rights Certificate that such holder is not an Acquiring Person or an Affiliate or Associate thereof or acting jointly or in accordance concert with any of them; (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the foregoing provisions of this Section 11(a)3.1, the Company shall (A) determine the Current Value of the Adjustment Shares and (B) with respect to each Right, make adequate provision to (i) pay cash equal to the Current Value of the Adjustment Shares in lieu of issuing Common Shares and require payment of the Purchase Price, (ii) pay cash equal to the excess of the Current Value of the Adjustment Shares over the Purchase Price in lieu of issuing Common Shares and requiring payment of the Purchase Price, (iii) issue debt or equity securities, or a combination thereof, having a value equal to the Current Value of the Adjustment Shares (including, without limitation, shares, or units all such acts and things as may be required to satisfy the requirements of shares, of common or preferred stock, which may include the Common Stock and/or the Preferred StockBusiness Corporations Act (Yukon), where the value of such Canadian Securities Laws, the Exchange Act and the securities shall be determined by a nationally recognized investment banking firm selected by the Board of Directors, laws or comparable legislation in lieu of issuing Common Shares and require payment each of the Purchase Price, or (iv) deliver any combination provinces of cash, property, Common Stock and/or other securities having a value equal to the Current Value, Canada and require payment of all or any requisite portion each of the Purchase Price. To the extent that the Company determines that some action need be taken pursuant to the preceding sentence, the Board of Directors may suspend the exercisability states of the Rights for a period of up to 45 days following the date on which the event described Unites States in Section 11(a) shall have occurred in order to decide the appropriate form of distribution to be made pursuant to the preceding sentence and to determine the value thereof. If the Board of Directors shall determine in good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full respect of the Rights, issue of shares upon the Board exercise of Directors may suspend the exercisability of the Rights for a period of up to 90 days following the date on which the event described in Section 11(a) shall have occurred in order that the Company may seek shareholder approval for the authorization of such additional shares. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effectaccordance with this Agreement.