S. Bonds Exchange Act regarding 1934 (however, without reference to people requirement of a security to be registered lower than Point a dozen of the U
possession during the meaning of subsections 1(5) and you may 1(6) of Ties Act (Ontario), or useful ownership pursuant into the concept of “helpful manager” since the laid out within the Signal 13d-step three otherwise Code 16a-1(a)(2) promulgated because of the You.S. Securities Work out-of 1933), for the for every single circumstances, as same finished sporadically, (c) capacity to take action manage otherwise assistance over a safety, otherwise (d) like most other meaning of possession otherwise handle or recommendations, control notice, helpful attract otherwise helpful ownership pursuant so you can Appropriate Regulations or given that may be defined, determined or translated by a regulatory Authority.
The brand new legal rights, rights, limitations and you can standards linked to the Under Voting Shares and also the Numerous Voting Shares are going to be below:
A person is “controlled” by another individual or other Persons when the: (a) when it comes to a business, team and other body business irrespective of where or yet not incorporated: (i) bonds permitted vote throughout the election off administrators carrying in the this new aggregate at the least most new ballots into election off administrators
and you can representing regarding aggregate about a majority of the fresh using (equity) securities take place, except that through safeguards just, privately otherwise ultimately, by otherwise solely to the advantageous asset of the other person or Persons; and you will (ii) the fresh ballots sent throughout the aggregate by the such as for instance bonds is called, if the exercised, to choose a lot of the brand new panel from directors of such organization, providers or any other muscles corporate; (b) regarding a person who was a keen unincorporated organization apart from a limited partnership, at least a majority of the fresh new acting (equity) and you may voting passion of these People take place, actually or indirectly, of the otherwise entirely for the benefit of one another otherwise Persons; or (c) when it comes to a restricted partnership, the other person ‘s the general companion of such minimal relationship; and you may “controls,” “‘controlling” and you can “significantly less than popular manage that have” is translated appropriately.
This new Under Voting Offers plus the Multiple Voting Offers is going to be at the mercy of and you will using towards rights, benefits, limits and you can standards linked to the Preferred Shares and you will will review pari passu together, display getting display, to what right to discovered dividends and people number payable to your any shipping of assets constituting a return away from financing and for the remainder property and you will possessions of one’s Agency into the the newest liquidation, dissolution otherwise windingup of the Organization, whether or not willingly or involuntarily, or other shipping of property of your Corporation one of the investors towards the purposes of ending up the issues. Into cures regarding doubt, holders regarding Under Voting Shares and you may Several Voting Offers shall, topic constantly on the legal rights of your own proprietors of Common Shares, qualify found (a) such as for instance dividends and you may any count payable towards the one distribution from assets constituting an income of capital when announced because of the Board, and you can (b) in case of this new liquidation, dissolution otherwise finding yourself of Agency, whether or not voluntarily or involuntarily, or other delivery of property of Agency certainly its investors towards the purposes of ending up its factors, the remainder property and you can possessions of one’s Organization, when it comes to (a) and you can (b) when you look at the a similar count for every share, meanwhile and also in an identical means (whether inside cash, in the 
specie if not) since if new Subordinate Voting Offers in addition to Several Voting Offers was of 1 group only; provided, however, one to if there is brand new payment out of a dividend inside the the form of Acting Shares, holders regarding Subordinate Voting Shares should found Using Voting Offers and you will proprietors off Numerous Voting Shares will discovered Numerous Voting Shares.