them (or that they are now entitled to acquire) and to
support the Offer; and
C.
The board of directors of the Company
(the "Board of Directors"), after consulting with its financial and outside
legal advisors, has unanimously determined that it would be in the best
interests of the Company for the Board of Directors to support the Offer and
that it will recommend acceptance of the Offer to holders of Shares (the
"Shareholders"), all on the terms and subject to the conditions contained
herein;
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual
covenants and agreements hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
each party, the parties hereby covenant and agree as follows:
ARTICLE 1
INTERPRETATION
1.1
DEFINITIONS
In this Agreement, unless there is something in the subject matter or context
inconsistent therewith, the following terms have the meanings set forth below.
(A)
"ACQUISITION COMPANY" AN INDIRECT
WHOLLY-OWNED SUBSIDIARY OF THE PARENT.
(B)
"AFFILIATE" HAS THE MEANING ASCRIBED TO THAT
TERM IN THE CBCA.
(C)
"AGREEMENT," "THIS AGREEMENT," "HEREIN,"
"HERETO," AND "HEREOF' AND SIMILAR EXPRESSIONS REFER TO THIS AGREEMENT AS THE
SAME MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME AND, WHERE APPLICABLE, TO
THE APPROPRIATE SCHEDULES TO THIS AGREEMENT.
(D)
"ALTERNATIVE TRANSACTION" MEANS (OTHER THAN
BY THE OFFEROR OR ITS AFFILIATES AND EXCEPT FOR THE TRANSACTIONS CONTEMPLATED
HEREBY): (I) ANY MERGER, FORMAL TAKE-OVER BID OR TENDER OFFER MADE BY WAY OF
TAKE-OVER BID CIRCULAR, AMALGAMATION, PLAN OF ARRANGEMENT, BUSINESS COMBINATION,
REORGANIZATION, RECAPITALIZATION, CONSOLIDATION, ISSUER BID, LIQUIDATION OR
WINDING-UP IN RESPECT OF THE COMPANY OR ANY OF ITS SUBSIDIARIES; (II) ANY SALE
OF ASSETS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES HAVING AN AGGREGATE VALUE
EQUAL TO 20% OR MORE OF THE FAIR MARKET VALUE OF THE COMPANY'S AND ITS
SUBSIDIARIES' ASSETS ON A CONSOLIDATED BASIS, OR ANY LICENSE, STRATEGIC
ALLIANCE, LEASE, SUPPLY AGREEMENT OR OTHER ARRANGEMENT HAVING A SIMILAR ECONOMIC
EFFECT; (III) ANY TRANSACTION TO WHICH THE COMPANY IS A PARTY WHICH WOULD RESULT
IN ANY PERSON OWNING OR CONTROLLING OR HAVING THE RIGHT TO ACQUIRE 20% OR MORE
OF THE SHARES; (IV) ANY TRANSACTION SIMILAR TO THE FOREGOING CLAUSES (II) OR
(III) OF OR INVOLVING THE COMPANY OR ANY OF ITS SUBSIDIARIES; OR (V) ANY WRITTEN
PROPOSAL OR OFFER TO DO, OR PUBLIC ANNOUNCEMENT OF AN INTENTION TO DO, ANY OF
THE FOREGOING WITH OR FROM ANY PERSON.
(E)
"BENEFIT PLANS" MEANS ALL BONUS, DEFERRED
COMPENSATION, PENSION, PROFIT SHARING, RETIREMENT, RETENTION, SEVERANCE, STOCK
OPTION, GROUP INSURANCE, DEATH BENEFIT, WELFARE OR OTHER BENEFIT PLAN OR WRITTEN
POLICY FOR THE BENEFIT OF ANY OF THE EMPLOYEES OR FORMER EMPLOYEES, EXCLUDING
STATUTORY BENEFIT PLANS TO WHICH THE COMPANY OR A SUBSIDIARY ARE REQUIRED TO
PARTICIPATE IN OR COMPLY WITH, INCLUDING THE CANADA PENSION PLAN AND PLANS
ADMINISTERED PURSUANT TO APPLICABLE HEALTH TAX, WORKPLACE SAFETY INSURANCE AND
EMPLOYMENT INSURANCE LEGISLATION.
(F)
"BID CIRCULAR" HAS THE MEANING SET FORTH
IN SECTION 2.1(B).
(G)
"BOARD