Common use of Special Distribution Clause in Contracts

Special Distribution. (a) It is intended that (i) the creation of, and transfer of assets to, the Trust will not cause the Plan to be other than "unfunded" for purposes of title I of the Employee Retirement Income Security Act of 1974, as amended, or any successor provision thereto ("ERISA"); (ii) transfers of assets to the Trust will not be transfers of property for purposes of section 83 of the Code, or any successor provision thereto, nor will such transfers cause a currently taxable benefit to be realized by a Trust Beneficiary pursuant to the "economic benefit" doctrine; and (iii) pursuant to section 451 of the Code, or any successor provision thereto, amounts will be includable as compensation in the gross income of a Trust Beneficiary in the taxable year or years in which such amounts are actually distributed or made available to such Trust Beneficiary by the Trustee. (b) competent jurisdiction that (i) by reason of the creation of, and a transfer of assets to, the Trust, the Trust is considered "funded" for purposes of title I of ERISA; or (ii) a transfer of assets to the Trust is considered a transfer of property for purposes of section 83 of the Code or any successor provision thereto; or (iii) a transfer of assets to the Trust causes a Trust Beneficiary to realize income pursuant to the "economic benefit" doctrine; or (iv) pursuant to section 451 of the Code or any successor provision thereto, amounts are includable as compensation in the gross income of a Trust Beneficiary in a taxable year that is prior to the taxable year or years in which such amounts would, but for this Section 13, otherwise actually be distributed or made available to such Trust Beneficiary by the trustee, then (A) the assets held in Trust shall be allocated in accordance with Sect on 7(b) hereof, and (B) subject to the last sentence of Section 2(b) hereof, the Trustee shall promptly make a distribution to each affected Trust Beneficiary which, after taking into account the federal, state and local income tax consequences of the special distribution itself, is equal to the sum of any federal, state and local income taxes, interest due thereon, and penalties assessed with respect thereto, which are attributable to amounts that are includable in the income of such Trust Beneficiary for any of the reasons described in clause (i), (ii), (iii) or (iv) of this Section 13(b). 20 20

Special Distribution. (a) It is intended that (i) the creation of, and transfer of assets to, the Trust will not cause any Agreement or the Plan to be other than "unfunded" for purposes of title I of the Employee Retirement Income Security Act of 1974, as amended, or any successor provision thereto ("ERISA"); (ii) transfers of assets to the Trust will not be transfers of property for purposes of section 83 of the Code, or any successor provision thereto, nor will such transfers cause a currently taxable benefit to be realized by a Trust Beneficiary pursuant to the "economic benefit" doctrine; and (iii) pursuant to section 451 of the Code, or any successor provision thereto, amounts will be includable as compensation in the gross income of a Trust Beneficiary in the taxable year or years in which such amounts are actually distributed or made available to such Trust Beneficiary by the Trustee. (b) Notwithstanding anything to the contrary contained in this Trust Agreement No. 1, in the event it is determined by a final decision of the Internal Revenue Service, or, if an appeal is taken therefrom, by a court of competent jurisdiction that (i) by reason of the creation of, and a transfer of assets to, to the Trust, the Trust is considered "funded" for purposes of title I of ERISA; or (ii) a transfer of assets to the Trust is considered a transfer of property for purposes of section 83 of the Code or any successor provision thereto; or (iii) a transfer of assets to the Trust causes a Trust Beneficiary to realize income pursuant to the "economic benefit" doctrine; or (iv) pursuant to section 451 of the Code or any successor provision thereto, amounts are includable as compensation in the gross income of a Trust Beneficiary in a taxable year that is prior to the taxable year or years in which such amounts would, but for this Section 13, otherwise actually be distributed or made available to such Trust Beneficiary by the trusteeTrustee, then (A) the assets held in Trust shall be allocated in accordance with Sect on Section 7(b) hereof, and (B) subject promptly after the next quarterly allocation and reallocation pursuant to the last sentence of Section 2(b7(b) hereof, the Trustee shall promptly make a distribution distribute to each affected Trust Beneficiary an amount equal to the lesser of (i) the amount which, after taking into account the federal, state and local income tax consequences of the special distribution itself, is equal to the sum of any federal, state and local income taxes, interest due thereon, and penalties assessed with respect thereto, which are attributable to amounts that are includable in the income of such Trust Beneficiary for any Beneficiary, or (ii) the balance of the reasons described in clause (i), (ii), (iii) or (iv) of this Section 13(b). 20 20Trust Beneficiary Account corresponding to such amount.

Special Distribution. (a) It is intended that (i) the creation of, and transfer of assets to, and irrevocability of, the Trust will not cause any of the Plan Agreements or the Plans to be other than "“unfunded" ” for purposes of title Title I of the Employee Retirement Income Security Act of 1974, as amended, or any successor provision thereto ("ERISA"); (ii) transfers of assets to the Trust or the Trust becoming irrevocable will not be transfers of property for purposes of section 83 of the Code, or any successor provision thereto, nor will such transfers or irrevocability cause a currently taxable benefit to be realized by a Trust Beneficiary pursuant to the "“economic benefit" ” doctrine; and (iii) pursuant to section 451 of the Code, or any successor provision thereto, amounts will be includable as compensation in the gross income of a Trust Beneficiary in the taxable year or years in which such amounts are actually distributed distributable or made available to such Trust Beneficiary by the Trustee. (b) Notwithstanding anything to the contrary contained in this Agreement, if, based upon a change in the federal tax or revenue laws, a published ruling or similar announcement issued by the Internal Revenue Service, a regulation issued by the Secretary of the Treasury, a decision by a court of competent jurisdiction that (i) by reason of the creation ofinvolving a Trust Beneficiary, and or a transfer of assets to, the Trust, the Trust is considered "funded" for purposes of title I of ERISA; or (ii) a transfer of assets to the Trust is considered a transfer of property for purposes of closing agreement made under section 83 7121 of the Code or any successor provision thereto; or (iii) a transfer of assets to that is approved by the Trust causes Internal Revenue Service and involves a Trust Beneficiary to realize income pursuant to Beneficiary, the "economic benefit" doctrine; or (iv) pursuant to section 451 of the Code or any successor provision thereto, Trustee determines that amounts are includable includible as compensation in the gross income of a Trust Beneficiary in a taxable year that is prior to the taxable year or years in which such amounts would, but for this Section 1312, otherwise actually be distributed or made available to such Trust Beneficiary by the trusteeTrustee, then (Ai) the assets held in Trust trust shall be allocated in accordance with Sect on Section 7(b) hereof, and (Bii) subject to the last sentence of Section 2(b) hereof, the Trustee shall promptly make a distribution to each affected Trust Beneficiary which, after taking into account the federal, state and local income tax consequences of the special distribution itself, is equal to the sum of any federal, state and local income taxes, interest due thereon, and penalties assessed with respect thereto, thereto which are attributable to amounts that are includable so includible in the income of such Trust Beneficiary for any of the reasons described in clause (i), (ii), (iii) or (iv) of this Section 13(b). 20 20Beneficiary.

Special Distribution. (a) It is intended that If and whenever during the Exercise Period, the Company shall issue or distribute to all or to substantially all the holders of the Common Shares: (i) the creation of, and transfer of assets to, the Trust will not cause the Plan to be other than "unfunded" for purposes of title I securities of the Employee Retirement Income Security Act Company including shares, rights, options or warrants to acquire shares of 1974any class or securities exchangeable for or convertible into or exchangeable into any such shares or cash, as amendedproperty or assets and including evidences of its indebtedness, or any successor provision thereto ("ERISA"); or (ii) transfers any cash, property or other assets, and if such issuance or distribution does not constitute Dividends Paid in the Ordinary Course, a Common Share Reorganization or a Rights Offering (any of assets to such non-excluded events being herein called a “Special Distribution”), the Trust Exercise Price will not be transfers of property for purposes of section 83 of adjusted immediately after such record date so that it will equal the Code, or any successor provision thereto, nor will rate determined by multiplying the Exercise Price in effect on such transfers cause a currently taxable benefit to be realized record date by a Trust Beneficiary pursuant to fraction, of which the "economic benefit" doctrine; and (iii) pursuant to section 451 numerator shall be the total number of the Code, or any successor provision thereto, amounts will be includable as compensation in the gross income of a Trust Beneficiary in the taxable year or years in which Common Shares outstanding on such amounts are actually distributed or made available to such Trust Beneficiary record date multiplied by the Trustee. Current Market Price on the earlier of such record date and the date on which the Company announces its intention to make such distribution, less the aggregate fair market value (bas determined by the Directors, acting reasonably and in good faith, at the time such distribution is authorized) competent jurisdiction that (i) by reason of the creation ofsuch securities, shares or rights, options or warrants or evidences of indebtedness or cash, property or other assets so distributed, and a transfer of assets to, which the Trust, denominator shall be the Trust is considered "funded" for purposes total number of title I of ERISA; or (ii) a transfer of assets to Common Shares outstanding on such record date multiplied by such Current Market Price. If at any time after the Trust is considered a transfer of property for purposes of section 83 of the Code or any successor provision thereto; or (iii) a transfer of assets to the Trust causes a Trust Beneficiary to realize income pursuant to the "economic benefit" doctrine; or (iv) pursuant to section 451 of the Code or any successor provision thereto, amounts are includable as compensation in the gross income of a Trust Beneficiary in a taxable year that is date hereof and prior to the taxable year or years in which such amounts wouldTime of Expiry, but for this Section 13, otherwise actually be distributed or made available to such Trust Beneficiary by the trustee, then (A) the assets held in Trust shall be allocated in accordance with Sect on 7(b) hereof, and (B) subject to the last sentence of Section 2(b) hereof, the Trustee shall promptly make a distribution to each affected Trust Beneficiary which, after taking into account the federal, state and local income tax consequences of the special distribution itself, is equal to the sum of any federal, state and local income taxes, interest due thereon, and penalties assessed with respect thereto, which are attributable to amounts that are includable in the income of such Trust Beneficiary for any of the reasons described events set out in clause (i), (ii), (iiisubsection 5.1(c) or (iv) shall occur and the occurrence of such event results in an adjustment of the Exercise Price pursuant to provisions of this Section 13(b). 20 205.1, 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.

Special Distribution. (a) It is intended that (i) the creation of, and transfer of assets to, the Trust will not cause the Plan to be other than "“unfunded" ” for purposes of title I of the Employee Retirement Income Security Act of 1974, as amended, or any successor provision thereto ("“ERISA"”); (ii) transfers of assets to the Trust will not be transfers of property for purposes of section 83 of the Code, or any successor provision thereto, nor will such transfers cause a currently taxable benefit to be realized by a Trust Beneficiary pursuant to the "“economic benefit" ” doctrine; and (iii) pursuant to section 451 of the Code, or any successor provision thereto, amounts will be includable as compensation in the gross income of a Trust Beneficiary in the taxable year or years in which such amounts are actually distributed or made available to such Trust Beneficiary by the Trustee. (b) Notwithstanding anything to the contrary contained in this Trust Agreement, in the event it is determined by a final decision of the Internal Revenue Service, or, if an appeal is taken therefrom, by a court of competent jurisdiction that (i) by reason of the creation of, and a transfer of assets to, the Trust, the Trust is considered "“funded" ” for purposes of title I of ERISA; or (ii) a transfer of assets to the Trust is considered a transfer of property for purposes of section 83 of the Code or any successor provision thereto; or (iii) a transfer of assets to the Trust causes a Trust Beneficiary to realize income pursuant to the "“economic benefit" ” doctrine; or (iv) pursuant to section 451 of the Code or any successor provision thereto, amounts are includable as compensation in the gross income of a Trust Beneficiary in a taxable year that is prior to the taxable year or years in which such amounts would, but for this Section 13, otherwise actually be distributed or made available to such Trust Beneficiary by the trusteeTrustee, then (A) the assets held in Trust shall be allocated in accordance with Sect on Section 7(b) hereof, and (B) subject to the last sentence of Section 2(b) hereof, the Trustee shall promptly make a distribution to each affected Trust Beneficiary which, after taking into account the federal, state and local income tax consequences of the special distribution itself, is equal to the sum of any federal, state and local income taxes, interest due thereon, and penalties assessed with respect thereto, which are attributable to amounts that are includable in the income of such Trust Beneficiary for any of the reasons described in clause (i), (ii), (iii) or (iv) of this Section 13(b). 20 20.

Special Distribution. (a) It is intended that (i) the creation of, and transfer of assets to, the Trust will not cause the Plan to be other than "“unfunded" ” for purposes of title I of the Employee Retirement Income Security Act of 1974, as amended, or any successor provision thereto ("“ERISA"”); (ii) transfers of assets to the Trust will not be transfers of property for purposes of section 83 of or the Code, or any successor provision thereto, nor will such transfers cause a currently taxable benefit to be realized by a Trust Beneficiary Director pursuant to the "“economic benefit" ” doctrine; and (iii) pursuant to section 451 of the Code, or any successor provision thereto, amounts will be includable as compensation in the gross income of a Trust Beneficiary Director in the taxable year or years in which such amounts are actually distributed or made available to such Trust Beneficiary Director by the Trustee. (b) Notwithstanding anything to the contrary contained in this Trust Agreement No. 8, in the event it is determined by a final decision of the Internal Revenue Service, or, if an appeal is taken therefrom, by a court of competent jurisdiction that (i) by reason of the creation of, and a transfer of assets to, the Trust, the Trust is considered "“funded" ” for purposes of title I of ERISA; or (ii) a transfer of assets to the Trust is considered a transfer of property for purposes of section 83 of the Code or any successor provision thereto; or (iii) a transfer of assets to the Trust causes a Trust Beneficiary Director to realize income pursuant to the "“economic benefit" ” doctrine; or (iv) pursuant to section 451 of the Code or any successor provision thereto, amounts are includable as compensation in the gross income of a Trust Beneficiary Director in a taxable year that is prior to the taxable year or years in which such amounts would, but for this Section 13, otherwise actually be distributed or made available to such Trust Beneficiary Director by the trusteeTrustee, then (A) the assets held in Trust shall be allocated in accordance with Sect on Section 7(b) hereof, and (B) subject to the last sentence of Section 2(b) hereof, the Trustee shall promptly make a distribution to each affected Trust Beneficiary Director which, after taking into account the federal, state and local income tax consequences of the special distribution itself, is equal to the sum of any federal, state and local income taxes, interest due thereon, and penalties assessed with respect thereto, which are attributable to amounts that are includable in the income of such Trust Beneficiary Director for any of the reasons described in clause (i), (ii), (iii) or (iv) of this Section 13(b). 20 20.

Special Distribution. (a) It is intended that (i) the creation of, and transfer of assets to, the Trust will not cause the Plan to be other than "unfunded" for purposes of title I of the Employee Retirement Income Security Act of 1974, as amended, or any successor provision thereto ("ERISA"); (ii) transfers of assets to the Trust will not be transfers of property for purposes of section 83 of or the Code, or any successor provision thereto, nor will such transfers cause a currently taxable benefit to be realized by a Trust Beneficiary Director pursuant to the "economic benefit" doctrine; and (iii) pursuant to section 451 of the Code, or any successor provision thereto, amounts will be includable as compensation in the gross income of a Trust Beneficiary Director in the taxable year or years in which such amounts are actually distributed or made available to such Trust Beneficiary Director by the Trustee. (b) a final decision of the Internal Revenue Service, or, if an appeal is taken therefrom, by a court of competent jurisdiction that (i) by reason of the creation of, and a transfer of assets to, the Trust, the Trust is considered "funded" for purposes of title I of ERISA; or (ii) a transfer of assets to the Trust is considered a transfer of property for purposes of section 83 of the Code or any successor provision thereto; or (iii) a transfer of assets to the Trust causes a Trust Beneficiary Director to realize income pursuant to the "economic benefit" doctrine; or (iv) pursuant to section 451 of the Code or any successor provision thereto, amounts are includable as compensation in the gross income of a Trust Beneficiary Director in a taxable year that is prior to the taxable year or years in which such amounts would, but for this Section 13, otherwise actually be distributed or made available to such Trust Beneficiary Director by the trusteeTrustee, then (A) the assets held in Trust shall be allocated in accordance with Sect on Section 7(b) hereof, and (B) subject to the last sentence of Section 2(b) hereof, the Trustee shall promptly make a distribution to each affected Trust Beneficiary Director which, after taking into account the federal, state and local income tax consequences of the special distribution itself, is equal to the sum of any federal, state and local income taxes, interest due thereon, and penalties assessed with respect thereto, which are attributable to amounts that are includable in the income of such Trust Beneficiary Director for any of the reasons described in clause (i), (ii), (iii) or (iv) of this Section 13(b). 20 2024 24

Special Distribution. If and whenever during the Exercise Period the Corporation shall issue or distribute to all or substantially all of the holders of the Shares: (ai) It is intended securities of the Corporation including shares, rights, options or warrants to acquire shares of any class or securities exchangeable or exercisable for or convertible into or exchangeable or exercisable into any such shares, or (ii) any cash, property or other assets or evidences of its indebtedness, and if such issuance or distribution does not constitute a Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a “Special Distribution”), the Exercise Price shall be adjusted immediately after the record date for the Special Distribution so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction: (i) the creation of, and transfer numerator of assets to, which shall be the Trust will not cause the Plan to be other than "unfunded" for purposes of title I of the Employee Retirement Income Security Act of 1974, as amended, or any successor provision thereto ("ERISA"); (ii) transfers of assets to the Trust will not be transfers of property for purposes of section 83 of the Code, or any successor provision thereto, nor will such transfers cause a currently taxable benefit to be realized by a Trust Beneficiary pursuant to the "economic benefit" doctrine; and (iii) pursuant to section 451 of the Code, or any successor provision thereto, amounts will be includable as compensation in the gross income of a Trust Beneficiary in the taxable year or years in which such amounts are actually distributed or made available to such Trust Beneficiary by the Trustee.difference between: (b) competent jurisdiction that (i) by reason of the creation of, and a transfer of assets to, the Trust, the Trust is considered "funded" for purposes of title I of ERISA; or (ii) a transfer of assets to the Trust is considered a transfer of property for purposes of section 83 of the Code or any successor provision thereto; or (iii) a transfer of assets to the Trust causes a Trust Beneficiary to realize income pursuant to the "economic benefit" doctrine; or (iv) pursuant to section 451 of the Code or any successor provision thereto, amounts are includable as compensation in the gross income of a Trust Beneficiary in a taxable year that is prior to the taxable year or years in which such amounts would, but for this Section 13, otherwise actually be distributed or made available to such Trust Beneficiary by the trustee, then (A) the assets held in Trust shall be allocated in accordance with Sect amount obtained by multiplying the number of Shares outstanding on 7(b) hereofsuch record date by the Current Market Price of the Shares on such record date, and and (B) subject the aggregate fair value (as determined by the directors of the Corporation) to the last sentence holders of Section 2(bsuch Shares of such Special Distribution; and (ii) hereofthe denominator of which shall be the total number of Shares outstanding on such record date multiplied by such Current Market Price of the Shares on such record date. Any Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. To the extent that such Special Distribution is not so made or any such rights, options or warrants are not exercised prior to the expiration thereof, the Trustee Exercise Price shall promptly make a distribution then be readjusted to each affected Trust Beneficiary whichthe 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 taking into account the federal, state and local income tax consequences any adjustment of the special distribution itselfExercise Price pursuant to this subsection 4(c), is equal the number of Shares purchasable pursuant to this Compensation Option 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 sum adjustment and the denominator of any federal, state and local income taxes, interest due thereon, and penalties assessed with respect thereto, which are attributable to amounts that are includable in shall be the income of Exercise Price resulting from such Trust Beneficiary for any of the reasons described in clause (i), (ii), (iii) or (iv) of this Section 13(b). 20 20adjustment.

Special Distribution. (a) It is intended that (i) the creation of, and transfer of assets to, and irrevocability of, the Trust will not cause any of the Plan Agreements or the Plans to be other than "unfunded" for purposes of title Title I of the Employee Retirement Income Security Act of 1974, as amended, or any successor provision thereto ("ERISA"); (ii) transfers of assets to the Trust or the Trust becoming irrevocable will not be transfers of property for purposes of section 83 of the Code, or any successor provision thereto, nor will such transfers or irrevocability cause a currently taxable taxabable benefit to be realized by a Trust Beneficiary pursuant to the "economic benefit" doctrine; and (iii) pursuant to section 451 of the Code, or any successor provision thereto, amounts will be includable as compensation in the gross income of a Trust Beneficiary in the taxable year or years in which such amounts are actually distributed or made available to such Trust Beneficiary by the Trustee.amounts (b) Notwithstanding anything to the contrary contained in this Agreement, if, based upon a change in the federal tax or revenue laws, a published ruling or similar announcement issued by the Internal Revenue Service, a regulation issued by the Secretary of the Treasury, a decision by a court of competent jurisdiction that (i) by reason of the creation ofinvolving a Trust Beneficiary, and or a transfer of assets to, the Trust, the Trust is considered "funded" for purposes of title I of ERISA; or (ii) a transfer of assets to the Trust is considered a transfer of property for purposes of closing agreement made under section 83 7121 of the Code or any successor provision thereto; or (iii) a transfer of assets to that is approved by the Trust causes Internal Revenue Service and involves a Trust Beneficiary to realize income pursuant to Beneficiary, the "economic benefit" doctrine; or (iv) pursuant to section 451 of the Code or any successor provision thereto, Trustee determines that amounts are includable includible as compensation in the gross income of a Trust Beneficiary in a taxable year that is prior to the taxable year or years in which such amounts would, but for this Section 1312, otherwise actually be distributed or made available to such Trust Beneficiary by the trusteeTrustee, then (Ai) the assets held in Trust trust shall be allocated in accordance with Sect on Section 7(b) hereof, and (Bii) subject to the last sentence of Section 2(b) hereof, the Trustee shall promptly make a distribution to each affected Trust Beneficiary which, after taking into account the federal, state and local income tax consequences of the special distribution itself, is equal to the sum of any federal, state and local income taxes, interest due thereon, and penalties assessed with respect thereto, thereto which are attributable to amounts that are includable so includible in the income of such Trust Beneficiary for any of the reasons described in clause (i), (ii), (iii) or (iv) of this Section 13(b). 20 20Beneficiary.

Special Distribution. (a) It is intended that If and whenever during the Exercise Period, the Company shall issue or distribute to all or to substantially all the holders of the Common Shares:‌ (i) the creation of, and transfer of assets to, the Trust will not cause the Plan to be other than "unfunded" for purposes of title I securities of the Employee Retirement Income Security Act Company including shares, rights, options or warrants to acquire shares of 1974any class or securities exchangeable for or convertible into or exchangeable into any such shares or cash, as amendedproperty or assets and including evidences of its indebtedness, or any successor provision thereto ("ERISA"); or (ii) transfers any cash, property or other assets, and if such issuance or distribution does not constitute Dividends Paid in the Ordinary Course, a Common Share Reorganization or a Rights Offering (any of assets to such non-excluded events being herein called a “Special Distribution”), the Trust Exercise Price will not be transfers of property for purposes of section 83 of adjusted immediately after such record date so that it will equal the Code, or any successor provision thereto, nor will rate determined by multiplying the Exercise Price in effect on such transfers cause a currently taxable benefit to be realized record date by a Trust Beneficiary pursuant to fraction, of which the "economic benefit" doctrine; and (iii) pursuant to section 451 numerator shall be the total number of the Code, or any successor provision thereto, amounts will be includable as compensation in the gross income of a Trust Beneficiary in the taxable year or years in which Common Shares outstanding on such amounts are actually distributed or made available to such Trust Beneficiary record date multiplied by the Trustee. Current Market Price on the earlier of such record date and the date on which the Company announces its intention to make such distribution, less the aggregate fair market value (bas determined by the Directors, acting reasonably and in good faith, at the time such distribution is authorized) competent jurisdiction that (i) by reason of the creation ofsuch securities, shares or rights, options or warrants or evidences of indebtedness or cash, property or other assets so distributed, and a transfer of assets to, which the Trust, denominator shall be the Trust is considered "funded" for purposes total number of title I of ERISA; or (ii) a transfer of assets to Common Shares outstanding on such record date multiplied by such Current Market Price. If at any time after the Trust is considered a transfer of property for purposes of section 83 of the Code or any successor provision thereto; or (iii) a transfer of assets to the Trust causes a Trust Beneficiary to realize income pursuant to the "economic benefit" doctrine; or (iv) pursuant to section 451 of the Code or any successor provision thereto, amounts are includable as compensation in the gross income of a Trust Beneficiary in a taxable year that is date hereof and prior to the taxable year or years in which such amounts wouldTime of Expiry, but for this Section 13, otherwise actually be distributed or made available to such Trust Beneficiary by the trustee, then (A) the assets held in Trust shall be allocated in accordance with Sect on 7(b) hereof, and (B) subject to the last sentence of Section 2(b) hereof, the Trustee shall promptly make a distribution to each affected Trust Beneficiary which, after taking into account the federal, state and local income tax consequences of the special distribution itself, is equal to the sum of any federal, state and local income taxes, interest due thereon, and penalties assessed with respect thereto, which are attributable to amounts that are includable in the income of such Trust Beneficiary for any of the reasons described events set out in clause (i), (ii), (iiisubsection 5.1(c) or (iv) shall occur and the occurrence of such event results in an adjustment of the Exercise Price pursuant to provisions of this Section 13(b). 20 205.1, 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.

Special Distribution. (a) It is intended that If during the Exercise Period the Corporation shall issue or distribute to all or substantially all of the holders of the Common Shares: (i) the creation of, and transfer of assets to, the Trust will not cause the Plan to be other than "unfunded" for purposes of title I securities of the Employee Retirement Income Security Act Corporation including rights, options or warrants to acquire shares of 1974, as amended, any class or securities exchangeable for or convertible into any successor provision thereto ("ERISA"); such shares or property or assets; (ii) transfers evidences of assets the Corporation’s indebtedness; or (iii) any property or other assets, and if such issuance or distribution does not constitute a Common Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a “Special Distribution”), then, in each such case, the Warrantholder shall be entitled to participate in such Special Distribution to the Trust will same extent that the Warrantholder would have participated therein if the Warrantholder had held the number of Common Shares acquirable upon complete exercise of the Warrantholder’s Warrants then held (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Special Distribution, or, if no such record is taken, the date as of which the record holders of Common Shares are to be determined for the participation in such Special Distribution (provided, however, to the extent that the Warrantholder’s right to participate in any such Special Distribution would result in the Warrantholder exceeding the Beneficial Ownership Limitation, then the Warrantholder shall not be transfers entitled to participate in such Special Distribution to such extent (or in the beneficial ownership of property any Common Shares as a result of such Special Distribution to such extent) and the portion of such Special Distribution shall be held in abeyance for purposes of section 83 the benefit of the CodeWarrantholder until such time, if ever, as its right thereto would not result in the Warrantholder exceeding the Beneficial Ownership Limitation). To the extent that a Warrantholder’s Warrants have not been partially or completely exercised at the time of such Special Distribution, such portion of the Special Distribution shall be held in abeyance for the benefit of the Warrantholder until the Warrantholder has exercised the Warrantholder’s Warrants as to such undistributed amount of the Special Distribution. To the extent that the distribution of shares, rights, options, warrants, evidences of indebtedness or assets is not so made or to the extent that any successor provision theretorights, nor will options or warrants so distributed are not exercised, the number of Common Shares issuable upon exercise of a Warrant shall be readjusted to the number that would then be in effect based upon shares, rights, options, warrants, evidences of indebtedness or assets actually distributed or based upon the number of Common Shares or Convertible Securities actually delivered upon the exercise of the rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date. To the extent that the Warrantholder’s Warrants have not been partially or completely exercised at the time of such transfers cause Special Distribution, such portion of the Special Distribution shall be held in abeyance for the benefit of the Warrantholder until, and only if, the Warrantholder has exercised such Warrantholder’s Warrants; If during the Exercise Period a currently taxable benefit to be realized by a Trust Beneficiary Special Distribution shall occur which results in an adjustment in the Exercise Price pursuant to the "economic benefit" doctrine; and (iii) provisions of this subsection 5.2(c), the number of Common Shares purchasable pursuant to section 451 each Warrant shall be adjusted contemporaneously with the adjustment of the CodeExercise Price by multiplying the number of Common Shares theretofore purchasable on the exercise thereof by a fraction, or any successor provision thereto, amounts will the numerator of which shall be includable as compensation the Exercise Price in the gross income of a Trust Beneficiary in the taxable year or years in which such amounts are actually distributed or made available effect immediately prior to such Trust Beneficiary by adjustment and the Trustee. (b) competent jurisdiction that (i) by reason denominator of which shall be the creation of, and a transfer of assets to, Exercise Price resulting from such adjustment. For the Trust, the Trust is considered "funded" for purposes of title I of ERISA; or (ii) a transfer of assets to the Trust is considered a transfer of property for purposes of section 83 of the Code or any successor provision thereto; or (iii) a transfer of assets to the Trust causes a Trust Beneficiary to realize income pursuant to the "economic benefit" doctrine; or (iv) pursuant to section 451 of the Code or any successor provision thereto, amounts are includable as compensation in the gross income of a Trust Beneficiary in a taxable year that is prior to the taxable year or years in which such amounts would, but for this Section 13, otherwise actually be distributed or computation made available to such Trust Beneficiary by the trustee, then (A) the assets held in Trust shall be allocated in accordance with Sect on 7(b) hereofthis subsection 5.2(c), and (B) subject to Common Shares owned legally or beneficially by the last sentence Corporation or any Subsidiary or any other Affiliate of the Corporation, as determined in accordance with the provisions of Section 2(b) hereof13.7, the Trustee shall promptly make a distribution to each affected Trust Beneficiary which, after taking into account the federal, state and local income tax consequences of the special distribution itself, is equal to the sum of any federal, state and local income taxes, interest due thereon, and penalties assessed with respect thereto, which are attributable to amounts that are includable in the income of such Trust Beneficiary for any of the reasons described in clause (i), (ii), (iii) or (iv) of this Section 13(b). 20 20be disregarded.

Special Distribution. (a) It is intended that (i) the creation of, and transfer of assets to, the Trust will not cause any Agreement or the Plan to be other than "“unfunded" ” for purposes of title I of the Employee Retirement Income Security Act of 1974, as amended, or any successor provision thereto ("ERISA"); (ii) transfers of assets to the Trust will not be transfers of property for purposes of section 83 of the Code, or any successor provision thereto, nor will such transfers cause a currently taxable benefit to be realized by a Trust Beneficiary pursuant to the "“economic benefit" ” doctrine; and (iii) pursuant to section 451 of the Code, or any successor provision thereto, amounts will be includable as compensation in the gross income of a Trust Beneficiary in the taxable year or years in which such amounts are actually distributed or made available to such Trust Beneficiary by the Trustee. (b) Notwithstanding anything to the contrary contained in this Trust Agreement No. 1, in the event it is determined by a final decision of the Interal Revenue Service, or, if an appeal is taken therefrom, by a court of competent jurisdiction that (i) by reason of the creation of, and a transfer of assets to, to the Trust, the Trust is considered "“funded" ” for purposes of title I of ERISA; or (ii) a transfer of assets to the Trust is considered a transfer of property for purposes of section 83 of the Code or any successor provision thereto; or (iii) a transfer of assets to the Trust causes a Trust Beneficiary to realize income pursuant to the "“economic benefit" ” doctrine; or (iv) pursuant to section 451 of the Code or any successor provision thereto, amounts are includable as compensation in the gross income of a Trust Beneficiary in a taxable year that is prior to the taxable year or years in which such amounts would, but for this Section 13, otherwise actually be distributed or made available to such Trust Beneficiary by the trusteeTrustee, then (A) the assets held in Trust shall be allocated in accordance with Sect on Section 7(b) hereof, and (B) subject promptly after the next quarterly allocation and reallocation pursuant to the last sentence of Section 2(b7(b) hereof, the Trustee shall promptly make a distribution distribute to each affected Trust Beneficiary which, an amount equal to the lesser of (i) the amount which after taking into account the federal, state and local income tax consequences of the special distribution itself, is equal to the sum of any federal, state and local income taxes, interest due thereon, and penalties assessed with respect thereto, which are attributable to amounts that are includable in the income of such Trust Beneficiary for any Beneficiary, or (ii) the balance of the reasons described in clause (i), (ii), (iii) or (iv) of this Section 13(b). 20 20Trust Beneficiary Account corresponding to such amount.

Special Distribution. (a) It is intended that (i) the creation of, and transfer of assets to, the Trust will not cause the Plan to be other than "“unfunded" ” for purposes of title I of the Employee Retirement Income Security Act of 1974, as amended, or any successor provision thereto ("“ERISA"”); (ii) transfers of assets to the Trust will not be transfers of property for purposes of section 83 of or the Code, or any successor provision thereto, nor will such transfers cause a currently taxable benefit to be realized by a Trust Participant or Beneficiary pursuant to the "“economic benefit" ” doctrine; and (iii) pursuant to section 451 of the Code, or any successor provision thereto, amounts will be includable as compensation in the gross income of a Trust Participant or Beneficiary in the taxable year or years in which such amounts are actually distributed or made available to such Trust Participant or Beneficiary by the Trustee. (b) Notwithstanding anything to the contrary contained in this Trust Agreement No. 7, in the event it is determined by a final decision of the Internal Revenue Service, or, if an appeal is taken therefrom, by a court of competent jurisdiction that (i) by reason of the creation of, and a transfer of assets to, the Trust, the Trust is considered "“funded" ” for purposes of title I of ERISA; or (ii) a transfer of assets to the Trust is considered a transfer of property for purposes of section 83 of the Code or any successor provision thereto; or (iii) a transfer of assets to the Trust causes a Trust Participant or Beneficiary to realize income pursuant to the "“economic benefit" ” doctrine; or (iv) pursuant to section 451 of the Code or any successor provision thereto, amounts are includable as compensation in the gross income of a Trust Participant or Beneficiary in a taxable year that is prior to the taxable year or years in which such amounts would, but for this Section 13, otherwise actually be distributed or made available to such Trust Participant or Beneficiary by the trusteeTrustee, then (A) the assets held in Trust shall be allocated in accordance with Sect on Section 7(b) hereof, and (B) subject to the last sentence of Section 2(b) hereof, the Trustee shall promptly make a distribution to each affected Trust Participant or Beneficiary which, after taking into account the federal, state and local income tax consequences of the special distribution itself, is equal to the sum of any federal, state and local income taxes, interest due thereon, and penalties assessed with respect thereto, which are attributable to amounts that are includable in the income of such Trust Participant or Beneficiary for any of the reasons described in clause (i), (ii), (iii) or (iv) of this Section 13(b). 20 20.

Special Distribution. (a) It is intended that (i) the creation of, and transfer of assets to, the Trust will not cause any Agreement or the Plan to be other than "unfunded" for 121 24 purposes of title I of the Employee Retirement Income Security Act of 1974, as amended, or any successor provision thereto ("ERISA"); (ii) transfers of assets to the Trust will not be transfers of property for purposes of section 83 of the Code, or any successor provision thereto, nor will such transfers cause a currently taxable benefit to be realized by a Trust Beneficiary pursuant to the "economic benefit" doctrine; and (iii) pursuant to section 451 of the Code, or any successor provision thereto, amounts will be includable as compensation in the gross income of a Trust Beneficiary in the taxable year or years in which such amounts are actually distributed or made available to such Trust Beneficiary by the Trustee. (b) Notwithstanding anything to the contrary contained in this Trust Agreement No. 1, in the event it is determined by a final decision of the Internal Revenue Service, or, if an appeal is taken therefrom, by a court of competent jurisdiction that (i) by reason of the creation of, and a transfer of assets to, to the Trust, the Trust is considered "funded" for purposes of title I of ERISA; or (ii) a transfer of assets to the Trust is considered a transfer of property for purposes of section 83 of the Code or any successor provision thereto; or (iii) a transfer of assets to the Trust causes a Trust Beneficiary to realize income pursuant to the "economic benefit" doctrine; or (iv) pursuant to section 451 of the Code or any successor provision thereto, amounts are includable as compensation in the gross income of a Trust Beneficiary in a taxable year that is prior to the taxable year or years in which such amounts would, but for this Section 13, otherwise actually be distributed or made available to such Trust 122 25 Beneficiary by the trusteeTrustee, then (A) the assets held in Trust shall be allocated in accordance with Sect on Section 7(b) hereof, and (B) subject promptly after the next quarterly allocation and reallocation pursuant to the last sentence of Section 2(b7(b) hereof, the Trustee shall promptly make a distribution distribute to each affected Trust Beneficiary an amount equal to the lesser of (i) the amount which, after taking into account the federal, state and local income tax consequences of the special distribution itself, is equal to the sum of any federal, state and local income taxes, interest due thereon, and penalties assessed with respect thereto, which are attributable to amounts that are includable in the income of such Trust Beneficiary for any Beneficiary, or (ii) the balance of the reasons described in clause (i), (ii), (iii) or (iv) of this Section 13(b). 20 20Trust Beneficiary Account corresponding to such amount.