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Governmental Entity means (i) any international, multinational, national, federal,
provincial, state, municipal, local or other governmental or public department, central bank, court, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above,
(iii) any stock exchange and (iv) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above;
Indemnified Parties has the meaning ascribed thereto in Section 3.10;
Indemnifying Party has the meaning ascribed thereto in Section 3.10;
Independent Director means an independent Director, as determined by the Corporate Governance and Nominating Committee of the Board in
accordance with the applicable Securities Laws and rules of the Exchanges or any stock exchange(s) on which the Common Shares are then listed;
Insider Trading Policy has the meaning ascribed thereto in Section 2.1(4);
Investor has the meaning ascribed thereto in the preamble;
Investor Expenses has the meaning ascribed thereto in Section 3.6(2);
Investor Indemnified Party has the meaning ascribed thereto in Section 3.9(2);
Investor Nominee means a Director that was designated by the Investor for election as a nominee or appointed pursuant to
Section 2.2(1);
Investor Observer has the meaning ascribed thereto in Section 2.1;
Investors Ownership Percentage means, at any time, the Investors percentage ownership interest in the
equity capital of the Corporation, which shall be calculated by dividing (y) the number of Common Shares beneficially owned and controlled, directly or indirectly, by the Investor, by (z) the total number of Common Shares issued and
outstanding at such time; provided that in the case of both (y) and (z), the number of Common Shares used in the calculation shall not assume the exercise and/or conversion of any Convertible Securities (regardless of the exercise or conversion
price);
Laws means applicable (i) laws, constitutions, treaties, statutes, codes, ordinances, principles of common and civil law
and equity, orders, decrees, rules, regulations and municipal by-laws, whether domestic, foreign or international, (ii) judicial, arbitral, administrative, ministerial, departmental and regulatory
judgments, orders, writs, injunctions, decisions, rulings, decrees and awards of any Governmental Entity, and (iii) policies, practices and guidelines of, or contracts with, any Governmental Entity, which, although not actually having the force
of law, are considered by such Governmental Entity as requiring compliance as if having the force of law, in each case binding on or affecting the Person, or the assets of the Person, referred to in the context in which such word is used;
Market Price means the market price of the Common Shares calculated in accordance with the rules of the Toronto Stock Exchange
or, if the Common Shares are not traded on the Toronto Stock Exchange at the relevant time, the closing price of the Common Shares on the trading day immediately prior to the date of public announcement of the event, as applicable, on such other
exchange or marketplace as such Common Shares are then traded (or at the market price otherwise determined pursuant to the rules of such other exchange or marketplace, if different);