Common use of RECIPROCAL CHANGES, ETC Clause in Contracts

RECIPROCAL CHANGES, ETC. IN RESPECT OF OSI COMMON STOCK (a) Each holder of an Exchangeable Share acknowledges that the Support Agreement provides, in part, that OSI will not: (i) issue or distribute shares of OSI Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of OSI Common Stock) to the holders of all or substantially all of the then outstanding shares of OSI Common Stock by way of stock dividend or other distribution; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding shares of OSI Common Stock entitling them to subscribe for or to purchase shares of OSI Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of OSI Common Stock); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding shares of OSI Common Stock (A) shares or securities of OSI of any class other than OSI Common Stock (other than shares convertible into or exchangeable for or carrying rights to acquire shares of OSI Common Stock), (B) rights, options or warrants other than those referred to in subsection 11.1 (a) (ii) above, (C) evidences of indebtedness of OSI or (D) assets of OSI; (iv) one or both of OSI and the Corporation is permitted under applicable law to issue or distribute the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets to the holders of the Exchangeable Shares; and (v) one or both of OSI and the Corporation shall issue or distribute the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets simultaneously to the holders of the Exchangeable Shares. (b) Each holder of an Exchangeable Share acknowledges that the Support Agreement further provides, in part, that OSI will not: (i) subdivide, redivide or change the then outstanding shares of OSI Common Stock into a greater number of shares of OSI Common Stock; or (ii) reduce, combine or consolidate or change the then outstanding shares of OSI Common Stock into a lesser number of shares of OSI Common Stock; or (iii) reclassify or otherwise change the shares of OSI Common Stock or effect an amalgamation, merger, reorganization or other transaction involving or affecting the shares of OSI Common Stock; unless (iv) the Corporation is permitted under applicable law to simultaneously make the same or an economically equivalent change to, or in the rights of the holders of, the Exchangeable Shares; and (v) the same or an economically equivalent change is simultaneously made to, or in the rights of the holders of, the Exchangeable Shares. The Support Agreement further provides, in part, that, with the exception of certain ministerial amendments, the aforesaid provisions of the Support Agreement shall not be changed without the approval of the holders of the Exchangeable Shares given in accordance with Article 9 of these share provisions.

RECIPROCAL CHANGES, ETC. IN RESPECT OF OSI COMMON STOCKin Respect of RG Shares (a1) Each holder of an Exchangeable Share acknowledges that the Support Agreement provides, in part, that OSI so long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG will notnot without the prior approval of Canco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 12(2) of these share provisions: (ia) issue or distribute shares of OSI Common Stock RG Shares (or securities exchangeable for or convertible into or carrying rights to acquire shares of OSI Common StockRG Shares) to the holders of all or substantially all of the then outstanding shares of OSI Common Stock RG Shares by way of stock dividend or other distribution; or, other than an issue of RG Shares (or securities exchangeable for or convertible into or carrying rights to acquire RG Shares) to holders of RG Shares (i) who exercise an option to receive dividends in RG Shares (or securities exchangeable for or convertible into or carrying rights to acquire RG Shares) in lieu of receiving cash dividends, or (ii) pursuant to any dividend reinvestment plan or similar arrangement; (iib) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding shares of OSI Common Stock RG Shares entitling them to subscribe for or to purchase shares of OSI Common Stock RG Shares (or securities exchangeable for or convertible into or carrying rights to acquire shares of OSI Common StockRG Shares); or (iiic) issue or distribute to the holders of all or substantially all of the then outstanding shares of OSI Common Stock RG Shares: (Ai) shares or securities of OSI RG of any class other than OSI Common Stock (other than shares RG Shares or securities convertible into or exchangeable for or carrying rights to acquire shares of OSI Common StockRG Shares), ; (Bii) rights, options or warrants other than those referred to in subsection 11.1 (a) (iiSection 13(1)(b) above, ; (Ciii) evidences evidence of indebtedness of OSI or (D) assets of OSI;RG; or (iv) one or both assets of OSI and the Corporation is permitted under applicable law to issue or distribute RG, unless the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Exchangeable Shares and at least 7 days prior written notice thereof is given to the holders of the Exchangeable Shares; and (v) one provided that, for greater certainty, the above restrictions shall not apply to any securities issued or both distributed by RG in order to give effect to and to consummate, in furtherance of OSI or otherwise in connection with the transactions contemplated by, and in accordance with, the Corporation shall issue or distribute the economic equivalent on a per share basis Plan of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets simultaneously to the holders of the Exchangeable SharesArrangement. (b2) Each holder of an Exchangeable Share acknowledges that the Support Agreement further provides, in part, that OSI so long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG will notnot without the prior approval of Canco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 12(2) of these share provisions: (ia) subdivide, redivide or change the then outstanding shares of OSI Common Stock RG Shares into a greater number of shares of OSI Common Stock; orRG Shares; (iib) reduce, combine or combine, consolidate or change the then outstanding shares of OSI Common Stock RG Shares into a lesser number of shares of OSI Common StockRG Shares; or (iiic) reclassify or otherwise change the shares of OSI Common Stock RG Shares or effect an amalgamation, merger, reorganization or other transaction involving or affecting the shares of OSI Common Stock; unless (iv) the Corporation is permitted under applicable law to simultaneously make RG Shares, unless the same or an economically equivalent change to, or in the rights of the holders of, the Exchangeable Shares; and (v) the same or an economically equivalent change is shall simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares and at least 7 days prior written notice is given to the holders of Exchangeable Shares. The Support Agreement further provides, in part, that, with the exception of certain ministerial amendments, that the aforesaid provisions of the Support Agreement shall not be changed without the approval of the holders of the Exchangeable Shares given in accordance with Article 9 Section 12(2) of these share provisions. (3) Notwithstanding the foregoing provisions of this Section 13, in the event of an RG Control Transaction: (a) in which ▇▇ ▇▇▇▇▇▇ or amalgamates with, or in which all or substantially all of the then outstanding RG Shares are acquired by one or more other corporations to which RG is, immediately before such merger, amalgamation or acquisition, related within the meaning of the Income Tax Act (Canada) (otherwise than virtue of a right referred to in paragraph 251(5)(b) thereof); (b) which does not result in an acceleration of the Redemption Date in accordance with paragraph (b) of the definition of such term in Section 1(1) of the share provisions; and (c) in which all or substantially all of the then outstanding RG Shares are converted into or exchanged for shares or rights to receive such shares (the “Other Shares”) of another corporation (the “Other Corporation”) that, immediately after such RG Control Transaction, owns or controls, directly or indirectly, RG; then all references herein to “RG” shall thereafter be and be deemed to be references to “Other Corporation” and all references herein to “RG Shares” shall thereafter be and be deemed to be references to “Other Shares” (with appropriate adjustments, if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of shares pursuant to these share provisions or Article 5 of the Plan of Arrangement or exchange of shares pursuant to the Voting and Exchange Trust Agreement immediately subsequent to the RG Control Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, option or retraction of such shares pursuant to these share provisions or Article 5 of the Plan of Arrangement, or exchange of such shares pursuant to the Voting and Exchange Trust Agreement had occurred immediately prior to the RG Control Transaction and the RG Control Transaction was completed) without any need to amend the terms and conditions of the Exchangeable Shares and without any further action required.