Sorry it did not all fit, here are the last 4 sections.
Sean
Exchange Option
If at any time the Board of Directors, acting in good faith, determines that conditions exist that would eliminate or otherwise materially diminish in any respect the benefits intended to be afforded to the holders of Rights under the Rights Plan, the Board of Directors may, at its option and without seeking the approval of holders of Shares or Rights, at any time after a Flip-in Event has occurred, authorize the Corporation to issue or deliver, in exchange for each Right (excluding Rights beneficially owned by an Acquiring Person, such person's affiliates and associates, any person acting jointly or in concert with such persons and certain transferees of the foregoing persons) debt or equity securities or assets (or a combination thereof) of the Corporation and, in that event, the rights of holders of Rights to exercise the Rights will terminate.
Redemption and Waiver
The Board of Directors may, at its option, at any time prior to the Separation Time, elect to redeem all but not less than all of the Rights at a redemption price of $0.0001 per Right (the "Redemption Price"), and, in that event, the Rights will terminate. The Board of Directors may also, at its option, at any time prior to the occurrence of a Flip-in Event or a Flip-over Event waive the application of the Rights Plan to any particular Flip-in Event or Flip-over Event.
Shareholder Review
The Rights Plan will be submitted to shareholders for review at a meeting of shareholders of the Corporation to be held not earlier than February 1, 2003 and not later than the date on which the 2003 annual general meeting terminates. If it is not ratified by shareholders at that time, the Rights will terminate.
Amendments
The Corporation may from time to time supplement or amend the Rights Plan without the approval of the holders of Shares or Rights to make any changes that the Board of Directors, acting in good faith may deem necessary or desirable, provided that subsequent to the Stock Acquisition Date no supplement or amendment will materially adversely affect the interest of the holders of Rights generally. |
