Qualifying Offer. (a) Subject to the terms and conditions of this Agreement, CAC and/or CMeRun I agrees to make on or before February 28, 2000, or so soon as the documentation is available to the holders of Common Shares of CMeRun Alberta, an offer by way of share purchase agreement, securities exchange takeover bid or other form of legal business combination to: (i) purchase all of the outstanding Common Shares of CMeRun Alberta, on the following basis: either (A) the exchange of one (1) CMeRun I Share for each issued and outstanding CMeRun Alberta Common Share representing consideration of $.001 per CMeRun Alberta Common Share (on a fully diluted basis); or (B) one (1) CAC Exchangeable Share which may be converted into one (1) CMeRun I common share; and (ii) to assume the obligations of CMeRun Alberta under existing option agreements by agreeing to issue CMeRun I Common Shares upon exercise of each CMeRun Alberta option to purchase for the same consideration as set out in the respective option agreements. To effect the terms of the Qualifying Offer, upon acceptance: (i) CAC will modify its capital structure to add a class of shares called Exchangeable Shares on the terms and conditions set out in Schedule "C" attached hereto (or substantially similar terms); (ii) CMeRun I will modify its capital structure to add a class of Series C preferred shares on the terms and conditions set out in Schedule "D" attached hereto (or substantially similar terms); (iii) C Me Run I and CAC shall execute a Support Agreement on the terms and conditions set out in Schedule "E" attached hereto (or substantially similar terms); (iv) C Me Run I and CAC shall execute a Voting Exchange and Trust Agreement on the terms and conditions set out in Schedule "F" attached hereto (or substantially similar terms); and (v) C Me Run I and/or CAC undertake to file a registration statement in the US to qualify the CMeRun I common shares which may be issued pursuant to a share purchase agreement, securities exchange takeover bid and/or other form of business combination, and to maintain the registration statement in effect to a period of four years. The terms of the registration rights are set out in Schedule "G". CAC and/or CMeRun I expressly reserve the right to modify the terms of the Qualifying Offer except that, without the prior written consent of CMeRun Alberta, CAC and/or CMeRun I shall not reduce the Qualifying Offer price; change the form of consideration payable under the Qualifying Offer; or add to, amend or change any of the offer terms in any manner adverse to the holders of Common Shares of CMeRun Alberta; (b) The Qualifying Offering shall expire 21 calendar days after it is commenced (or, if such date is not a business day, on the next following business day)("Expiry Date"), provided that the Qualifying Offer may be extended, at the sole discretion of CAC and/or CMeRun I, if the conditions set forth in the Qualifying Offer are not satisfied on the Expiry Date. Subject to the satisfaction or waiver of the conditions set forth in the Qualifying Offer, CAC and/or CMeRun I shall within the time periods required by law take up and pay for all common shares validly tendered (and not properly withdraw) pursuant to the Qualifying Offer. CAC and/or CMeRun I shall use its reasonable commercial efforts to consummate the Qualifying Offer, subject only to the terms and conditions hereof.
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Qualifying Offer. (a) Subject to the terms and conditions of this Agreement, CAC SAC and/or CMeRun I Softquad USA agrees to make mail on or before February 28March 1, 2000, 2000 or so soon such earlier date as the documentation is available to the holders of Common Shares of CMeRun Alberta, Softquad Canada an offer by way of share purchase agreement, securities exchange takeover bid or other form of legal business combination to:
(i) purchase all of the outstanding Common Shares of CMeRun AlbertaSoftquad Canada, on the following basis: either
(A) the exchange of one (1) CMeRun I Softquad USA Share for each issued and outstanding CMeRun Alberta Common Share Softquad Canada common share representing consideration of $.001 1.3574 per CMeRun Alberta Common Share Softquad Canada common shares (on a fully diluted basis); or
(B) one (1) CAC SAC Exchangeable Share which may be converted into one (1) CMeRun I Softquad USA common share; and
(ii) to assume the obligations of CMeRun Alberta Softquad Canada under existing option agreements by agreeing to issue CMeRun I Common Shares (1) Softquad USA common share upon exercise of each CMeRun Alberta option Softquad Canada optionholders right to purchase (1) Softquad Canada common shares for the same consideration as set out in the respective option agreements. To effect the terms of the Qualifying Offer, upon acceptance:
(i) CAC SAC will modify its capital structure to add a class of shares called Exchangeable Shares on the such terms and conditions set out in Schedule "C" attached hereto (or substantially similar terms)as are mutually agreed upon by the parties hereto;
(ii) CMeRun I Softquad USA will modify its capital structure to add a class of Series C special preferred shares on the such terms and conditions set out in Schedule "D" attached hereto (or substantially similar terms)as are mutually agreed upon by the parties hereto;
(iii) C Me Run I and CAC The parties shall execute a Support Agreement on the such terms and conditions set out in Schedule "E" attached hereto (or substantially similar terms)as are mutually agreed upon by the parties hereto;
(iv) C Me Run I and CAC The parties shall execute a Voting and Exchange and Trust Agreement on the such terms and conditions set out in Schedule "F" attached hereto (or substantially similar terms)as are mutually agreed upon by the parties hereto; and
(v) C Me Run I Softquad USA and/or CAC SAC shall undertake to file a registration statement in the US U.S. under U.S. Securities Act of 1933 (the "Registration Statement") to qualify the CMeRun I Softquad USA common shares which may be issued to Softquad Canada shareholders and/or optionholders pursuant to a share purchase agreement, securities exchange agreement and/or takeover bid and/or other form of business combination, and to maintain take all reasonable steps to make the registration statement Registration Statement effective in effect the U.S. and to a period of four years. The terms keep that Registration Statement for the earlier of:
(A) at least 4 years from the closing of the registration rights are set out in Schedule "G"acquisition of the Softquad Canada common shares/options; and
(B) the date on which all of the SAC Exchangeable Shares have been into Softquad USA common shares is complete. CAC SAC and/or CMeRun I Softquad USA expressly reserve reserves the right to modify the terms of the Qualifying Offer except that, without the prior written consent of CMeRun AlbertaSoftquad Canada, CAC SAC and/or CMeRun I Softquad USA shall not reduce the Qualifying Offer price; change the form of consideration payable under the Qualifying Offer; or add to, amend or change any of the offer terms in any manner adverse to the holders of Common Shares of CMeRun Albertacommon shares/options;
(b) The Qualifying Offering Offer shall expire 21 calendar days after it is commenced (or, if such date is not a business day, day on the next following business day)("Expiry day) ("Expiry Date"), provided that the Qualifying Offer may be extended, at the sole discretion of CAC SAC and/or CMeRun ISoftquad USA, if the conditions set forth in the Qualifying Offer are not satisfied on the Expiry Date. Subject to the satisfaction or waiver of the conditions set forth in the Qualifying Offer, CAC SAC and/or CMeRun I Softquad USA shall within the time periods period required by law take up and pay for all common shares validly tendered (and not properly withdraw) pursuant to the Qualifying Offer. CAC SAC and/or CMeRun I Softquad USA shall use its reasonable commercial efforts to consummate the Qualifying Offer, subject only to the terms and conditions hereof.
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