ACTING REASONABLY,
PROVIDED BY UNITED STATES COUNSEL TO THE CORPORATION IN RESPECT OF THE
REGISTRATION STATEMENT;
(KK)
"RELEASE DATE" MEANS THE DATE ON WHICH THE
SUBSCRIPTION RECEIPT AGENT RECEIVES THE RELEASE NOTICE FROM THE CORPORATION AND
THE AGENT;
(LL)
"RELEASE NOTICE" MEANS A WRITTEN NOTICE
ADVISING THE SUBSCRIPTION RECEIPT AGENT THAT THE RELEASE CONDITIONS HAVE BEEN
SATISFIED OR WAIVED BY THE AGENT IN THE FORM SET OUT IN SCHEDULE B ATTACHED
HERETO AND EXECUTED BY EACH OF THE CORPORATION AND THE AGENT;
(MM)
"RELEASE TIME" MEANS THE TIME THE SUBSCRIPTION RECEIPT
AGENT RECEIVES THE RELEASE NOTICE FROM THE CORPORATION AND THE AGENT;
(NN)
"SEC" MEANS THE SECURITIES AND EXCHANGE COMMISSION
IN THE UNITED STATES;
5
(OO)
"SECURITIES COMMISSIONS" MEANS, COLLECTIVELY, THE
SECURITIES REGULATORY AUTHORITIES OF THE JURISDICTIONS OF CANADA IN WHICH
SUBSCRIPTION RECEIPTHOLDERS RESIDE;
(PP)
"SHARE RATE" MEANS THE NUMBER OF COMMON SHARES
WHICH ARE ISSUABLE UPON THE CONVERSION OF EACH SUBSCRIPTION RECEIPT IN
ACCORDANCE WITH SECTION 2.02 HEREOF, SUBJECT TO ADJUSTMENT IN ACCORDANCE WITH
SECTION 4.06 HEREOF;
(QQ)
"STOCK EXCHANGE" MEANS THE TORONTO STOCK EXCHANGE;
(RR)
"SUBSCRIPTION RECEIPTS" MEANS THE
SUBSCRIPTION RECEIPTS CREATED AND ISSUED PURSUANT TO SUBSECTIONS 2.01(A) AND
2.01(B) HEREOF AND AUTHORIZED FOR ISSUE HEREUNDER AND REPRESENTED BY
SUBSCRIPTION RECEIPT CERTIFICATES ISSUED AND CERTIFIED IN ACCORDANCE WITH THE
PROVISIONS HEREOF AND THAT HAVE NOT AT THE PARTICULAR TIME EXPIRED, BEEN
PURCHASED BY THE CORPORATION OR CONVERTED;
(SS)
"SUBSCRIPTION RECEIPT AGENT" MEANS EQUITY
TRANSFER SERVICES INC., THE PARTY OF THE THIRD PART HEREUNDER, INCLUDING ITS
SUCCESSORS AND ASSIGNS;
(TT)
"SUBSCRIPTION RECEIPT CERTIFICATE" MEANS A
CERTIFICATE REPRESENTING ONE OR MORE SUBSCRIPTION RECEIPTS SUBSTANTIALLY IN THE
FORM OF THE CERTIFICATE ATTACHED HERETO AS SCHEDULE A;
(UU)
"SUBSCRIPTION RECEIPTHOLDERS" OR "HOLDERS" MEANS
THE PERSONS FOR THE TIME BEING ENTERED IN A REGISTER OF HOLDERS DESCRIBED IN
SECTION 3.01 HEREOF AS HOLDERS OF SUBSCRIPTION RECEIPTS;
(VV)
"SUBSCRIPTION RECEIPTHOLDERS' REQUEST" MEANS AN
INSTRUMENT, SIGNED IN ONE OR MORE COUNTERPARTS BY SUBSCRIPTION RECEIPTHOLDERS
WHO HOLD IN THE AGGREGATE NOT LESS THAN 10% OF THE TOTAL NUMBER OF SUBSCRIPTION
RECEIPTS THEN OUTSTANDING, REQUESTING THE SUBSCRIPTION RECEIPT AGENT TO TAKE
SOME ACTION OR PROCEEDING SPECIFIED THEREIN;
(WW)
"SUBSIDIARY OF THE CORPORATION" MEANS ANY CORPORATION
OR OTHER CORPORATE ENTITY OF WHICH VOTING SHARES CARRYING MORE THAN 50% OF THE
VOTES ATTACHED TO ALL OUTSTANDING VOTING SHARES OF SUCH CORPORATION ARE OWNED,
DIRECTLY OR INDIRECTLY, OTHER THAN BY WAY OF SECURITY ONLY, BY ONE OR MORE OF
THE CORPORATION AND ANY SUBSIDIARY OF THE CORPORATION, REGARDLESS OF WHETHER THE
CORPORATION OR SUCH SUBSIDIARY OF THE CORPORATION IS NOT CONTRACTUALLY OR
OTHERWISE PROHIBITED OR RESTRICTED FROM EXERCISING SUFFICIENT OF THE VOTING
RIGHTS ATTACHED TO SUCH VOTING SHARES TO ELECT AT LEAST A MAJORITY OF THE
DIRECTORS OF SUCH CORPORATION;
(XX)
"THIS SUBSCRIPTION RECEIPT INDENTURE", "THIS
INDENTURE", "HERETO", "HEREUNDER", "HEREOF', "HEREIN", "HEREBY" AND SIMILAR
EXPRESSIONS MEAN OR REFER TO THIS SUBSCRIPTION RECEIPT INDENTURE AND ANY
INDENTURE, DEED OR INSTRUMENT SUPPLEMENTAL OR ANCILLARY HERETO, AND THE
EXPRESSIONS "ARTICLE", "SECTION", "SUBSECTION", "PARAGRAPH", "SUBPARAGRAPH",
"CLAUSE" AND "SUBCLAUSE" FOLLOWED BY A NUMBER MEAN