Common use of Transfer to Other Principals Clause in Contracts

Transfer to Other Principals. (1) You may transfer escrow securities within escrow: (a) to a person or company that before the proposed transfer holds more than 20% of the YRWLQJ ULJKWV DWWDFKHG WR WoKr H ,VVXHU¶V RXWVWDQGLQJ (b) to a person or company that after the proposed transfer (i) ZLOO ▇▇▇▇ PRUH WKDQ RI WKH YRWLQJ ULJKWV DW securities, and (ii) has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries. (2) Prior to the transfer the Escrow Agent must receive: (a) a certificate signed by a director or officer of the Issuer authorized to sign stating that (i) the transfer is to a person or company that the officer believes, after reasonable inYHVWLJDWLRQ KROGV PRUH WKDQ RI WKH YRWLQJ ULJ securities before the proposed transfer, or (ii) the transfer is to a person or company that (A) the officer believes, after reasonable investigation, will hold more than 10% of the voting ULJKWV DWWDFKHG WR WKH ,VVXHU¶V RXWVWDQGLQJ VHFXULW (B) has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries after the proposed transfer, and (iii) any required approval from the Canadian exchange the Issuer is listed on has been received; (b) DQ DFNQRZOHGJPHQW LQ WKH IRUP RI 6FKHGXOH ³%´ V (c) copies of the letters sent to the securities regulators accompanying the acknowledgement; and (d) a transfer power of attorney, executed by the transferor in accordance with the UHTXLUHPHQWV RI WKH ,VVXHU¶V WUDQVIHU DJHQW (3) At least 10 days prior to the transfer, the Issuer will file a copy of the acknowledgement with the securities regulators in the jurisdictions in which it is a reporting issuer.

Transfer to Other Principals. (1) You may transfer escrow securities within escrow: (a) to a person or company that before the proposed transfer holds more than 20% of the RI WKH YRWLQJ ULJKWV DWWDFKHG WR WoKr H WKH ,VVXHU¶V RXWVWDQGLQJR (b) to a person or company that after the proposed transfer (i) ZLOO ▇▇▇▇ PRUH WKDQ RI WKH YRWLQJ ULJKWV DW outstanding securities, and (ii) has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries. (2) Prior to the transfer the Escrow Agent must receive: (a) a certificate signed by a director or officer of the Issuer authorized to sign stating that (i) the transfer is to a person or company that the officer believes, after reasonable inYHVWLJDWLRQ KROGV PRUH WKDQ RI investigation, holds more than 20% of the voting rights attached to WKH YRWLQJ ULJ securities before the proposed transfer, or,VVXHU¶V RXWVWDQGLQJ VHFXULWLHV EHIRUH (ii) the transfer is to a person or company that (A) the officer believes, after reasonable investigation, will hold more than 10% of the voting WKDQ RI WKH YRWLQJ ULJKWV DWWDFKHG WR WKH ,VVXHU¶V RXWVWDQGLQJ VHFXULWsecurities, and (B) has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries after the proposed transfer, and (iii) any required approval from the Canadian exchange the Issuer is listed on has been received; (b) DQ DFNQRZOHGJPHQW LQ WKH IRUP RI 6FKHGXOH ³%´ V³ (c) copies of the letters sent to the securities regulators accompanying the acknowledgement; and (d) a transfer power of attorney, executed by the transferor in accordance with the UHTXLUHPHQWV RI WKH ,VVXHU¶V WUDQVIHU DJHQW (3) At least 10 days prior to the transfer, the Issuer will file a copy of the acknowledgement with the securities regulators in the jurisdictions in which it is a reporting issuer.