of its Representatives, on the one hand, or the Company or any of its Subsidiaries or any of their
respective Representatives, on the other hand, on a non-confidential basis from a source other than the other or any of its Representatives, as applicable, unless the applicable Person knew after reasonable
inquiry that such source was prohibited from disclosing the information to it by a contractual, fiduciary or other legal obligation; or (3) the BAT Shareholder, on the one hand, or the Company, on the other hand, can show was independently
acquired or developed by or on behalf of the BAT Group or any of its Representatives, on the one hand, or by the Company or any of its Subsidiaries or any of their respective Representatives, on the other hand, prior to the disclosure by or on
behalf of the other of, and without the use of any, Confidential Information.
Constating Documents means, collectively, (i) the
certificate and articles of incorporation, amendment, amalgamation or continuance, or other similar formation documents, as applicable (including the Articles of Amendment), (ii) the by-laws or other similar
governance documents, as applicable, (iii) any shareholders agreement, operating agreement or other similar agreement, as applicable, or (iv) other organizational documents and other constating documents, of the Company and its
Subsidiaries, in each case, as the same may be amended, restated, replaced, modified and/or supplemented from time to time.
Contract
means any agreement, indenture, contract, lease, deed of trust, license, option, instruments, arrangement, understanding or other commitment, in each case, whether written or oral.
control means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a
Person, whether through the ownership of voting securities, by Contract or otherwise, and controlled, controls, controlling, under common control with and other similar
phrases shall have the corresponding meaning.
Convertible Securities means any securities in the capital of the Company or any of its
Subsidiaries that are convertible into, exercisable or exchangeable for, or otherwise grant the right to acquire, Shares (for greater certainty, including any subscription receipts and any share units issued pursuant to the Equity Incentive Plans
from time to time).
Demand Notice has the meaning ascribed to such term in Section 6.1(1).
Demand Registration has the meaning ascribed to such term in Section 6.1(1).
Demand Shareholder has the meaning ascribed to such term in Section 6.1(1).
Director means a director on the Board.
Directors Election Meeting means any meeting of Company Shareholders at which individuals are proposed for election as Directors.
Distributed Securities means any Shares or Convertible Securities distributed or issued pursuant to a Distribution.
Distribution means any distribution or issuance by the Company or any of its Subsidiaries of Shares and/or Convertible Securities (for
greater certainty, including any Prospectus Distribution and the payment of any dividend in Shares and/or Convertible Securities), other than any (1) Exempt Distribution and (2) issuance of Convertible Securities in the Ordinary Course
pursuant to the Equity Incentive Plans.
Distribution Notice has the meaning ascribed to such term in
Section 5.1(2).
Equity Incentive Plans means, collectively, all plans of the Company and/or any of its
Subsidiaries in effect from time to time pursuant to which securities of the Company and/or any of its Subsidiaries may be issued, or options or other securities convertible or exercisable into, or exchangeable for, securities of the Company and/or
any of its Subsidiaries may be granted, to the Persons set out therein (including the equity incentive plan approved by the Company Shareholders at the annual and special meeting of the Company Shareholders held on February 25, 2020 and re-approved at the annual and special meeting of the Company Shareholders held on February 28, 2023).
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