securities so offered and the
number of Common Shares for or into which the securities offered pursuant to the
Rights Offering may be exchanged or converted, as the case may be, by
II.
the Current Market Price of the Common
Shares as of the record date for the Rights Offering; and
(II)
THE DENOMINATOR OF WHICH SHALL BE THE
AGGREGATE OF THE NUMBER OF COMMON SHARES OUTSTANDING ON SUCH RECORD DATE AND THE
NUMBER OF COMMON SHARES OFFERED PURSUANT TO THE RIGHTS OFFERING (INCLUDING IN
THE CASE OF THE ISSUE OR DISTRIBUTION OF SECURITIES EXCHANGEABLE FOR OR
CONVERTIBLE INTO COMMON SHARES THE NUMBER OF COMMON SHARES FOR OR INTO WHICH
SUCH SECURITIES MAY BE EXCHANGED OR CONVERTED).
20
(C)
SPECIAL DISTRIBUTIONS:
IF AT ANY TIME
AFTER THE EFFECTIVE DATE BUT PRIOR TO THE EXPIRY DATE, THE CORPORATION SHALL FIX
A RECORD DATE FOR THE PAYMENT, ISSUE OR DISTRIBUTION TO THE HOLDERS OF ALL OR
SUBSTANTIALLY ALL OF THE OUTSTANDING COMMON SHARES OF:
(I)
SHARES OF THE CORPORATION OR ANY OTHER
CORPORATION OF ANY CLASS OTHER THAN COMMON SHARES;
(II)
RIGHTS, OPTIONS OR WARRANTS TO ACQUIRE
COMMON SHARES OR SECURITIES EXCHANGEABLE FOR OR CONVERTIBLE INTO COMMON SHARES
(OTHER THAN RIGHTS, OPTIONS OR WARRANTS PURSUANT TO WHICH HOLDERS OF COMMON
SHARES ARE ENTITLED, DURING A PERIOD EXPIRING NOT MORE THAN FORTY-FIVE DAYS
AFTER THE RECORD DATE FOR SUCH ISSUE, TO SUBSCRIBE FOR OR PURCHASE COMMON SHARES
OR SECURITIES EXCHANGEABLE FOR OR CONVERTIBLE INTO COMMON SHARES AT A PRICE PER
SHARE (OR IN THE CASE OF SECURITIES EXCHANGEABLE FOR OR CONVERTIBLE INTO COMMON
SHARES AT AN EXCHANGE OR CONVERSION PRICE PER SHARE) AT THE DATE OF ISSUE OF
SUCH SECURITIES TO THE HOLDER OF AT LEAST 95% OF THE CURRENT MARKET PRICE OF THE
COMMON SHARES ON SUCH RECORD DATE);
(III)
EVIDENCES OF INDEBTEDNESS OF THE CORPORATION;
OR
(IV)
ANY PROPERTY OR ASSETS OF THE CORPORATION,
INCLUDING CASH;
AND IF SUCH ISSUE OR DISTRIBUTION DOES NOT CONSTITUTE A DIVIDEND PAID IN THE
ORDINARY COURSE, A COMMON SHARE REORGANIZATION OR A RIGHTS OFFERING (ANY OF SUCH
NON-EXCLUDED EVENTS BEING HEREIN CALLED A "SPECIAL DISTRIBUTION"), THE EXERCISE
PRICE SHALL BE ADJUSTED EFFECTIVE IMMEDIATELY AFTER THE RECORD DATE FOR THE
SPECIAL DISTRIBUTION TO THE AMOUNT DETERMINED BY MULTIPLYING THE EXERCISE PRICE
IN EFFECT ON THE RECORD DATE FOR THE SPECIAL DISTRIBUTION BY A FRACTION:
A.
THE NUMERATOR OF WHICH SHALL BE THE
DIFFERENCE BETWEEN
I.
the product of the number of Common
Shares outstanding on such record date and the Current Market Price of the
Common Shares on such record date, and
II.
the fair market value, as determined in
good faith by the directors of the Corporation (whose determination shall be
conclusive, subject to the prior written consent, if required, of any stock
exchange on which the Common Shares are then listed), of such dividend, cash,
securities, rights, options, warrants, evidences of indebtedness or property or
assets to be issued or distributed in the Special Distribution, and
B.
THE DENOMINATOR OF WHICH SHALL BE