Common use of At the Effective Time Clause in Contracts

At the Effective Time. (i) subject to subsection 1.2(p), the registered holders of GLC Shares shall become the registered holders of the Xxx Shares to which they are entitled, calculated in accordance with the provisions hereof, and the holders of share certificates representing such GLC Shares shall surrender such certificates to Xxx and, upon such surrender, shall be entitled to receive and, as soon as reasonably practicable following the Effective Time shall receive, share certificates representing the number of Xxx Shares to which they are so entitled, provided that any certificates for Xxx Shares being delivered to any holders qualifying as U.S. Persons shall bear on the face thereof the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR STATE SECURITIES LAWS. THE HOLDER HEREOF AGREES FOR THE BENEFIT OF CANOE RESOURCES INC. AND ANY SUCCESSOR ENTITY (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, AFTER PROVIDING A LEGAL OPINION SATISFACTORY TO THE CORPORATION, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT,

At the Effective Time. (i) subject to subsection 1.2(p), the registered holders of GLC Shares shall become the registered holders of the Xxx Shares to which they are entitled, calculated in accordance with the provisions hereof, and the holders of share certificates representing such GLC Shares shall surrender such certificates to Xxx and, upon such surrender, shall be entitled to receive and, as soon as reasonably practicable following the Effective Time shall receive, share certificates representing the number of Xxx Shares to which they are so entitled, provided that any certificates for Xxx Shares Xxxxxx being delivered to any holders qualifying as U.S. Persons shall bear on the face thereof the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR STATE SECURITIES LAWS. THE HOLDER HEREOF AGREES FOR THE BENEFIT OF CANOE RESOURCES INC. AND ANY SUCCESSOR ENTITY (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, AFTER PROVIDING A LEGAL OPINION SATISFACTORY TO THE CORPORATION, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT,

At the Effective Time. (i) subject to subsection 1.2(p1.2(m), the registered holders of GLC Gamesquare Shares shall become the registered holders of the Xxx New Magnolia Shares to which they are entitled, calculated in accordance with the provisions hereof, and the holders of share certificates representing such GLC Gamesquare Shares shall may surrender such certificates to Xxx the Depositary, if required, and, upon such surrender, if required, shall be entitled to receive and, as soon as reasonably practicable following the Effective Time shall receive, share certificates representing the number of Xxx New Magnolia Shares to which they are so entitled, provided that any certificates for Xxx Shares being delivered to any United States holders qualifying as U.S. Persons shall bear on the face thereof the following legendlegends: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR STATE SECURITIES LAWS. THE HOLDER HEREOF AGREES FOR THE BENEFIT OF CANOE RESOURCES INCMAGNOLIA COLOMBIA LTD. AND ANY SUCCESSOR ENTITY (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, AFTER PROVIDING A LEGAL OPINION SATISFACTORY TO THE CORPORATION, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT,, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (I) RULE 144A UNDER THE U.S. SECURITIES ACT, OR (II) RULE 144 UNDER THE U.S. SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(II) OR (D) ABOVE, A LEGAL OPINION SATISFACTORY TO THE CORPORATION AND THE CORPORATION’S TRANSFER AGENT, IF ANY, MUST FIRST BE PROVIDED. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. IF THESE SECURITIES ARE SOLD AT ANY TIME THE CORPORATION IS A “FOREIGN CORPORATION” AS DEFINED IN RULE 902 UNDER THE U.S. SECURITIES ACT, A NEW CERTIFICATE, BEARING NO LEGEND, THE DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY” MAY BE OBTAINED FROM THE CORPORATION OR THE CORPORATION’S TRANSFER AGENT, IF ANY. UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN FORM SATISFACTORY TO THE CORPORATION AND THE CORPORATION’S TRANSFER AGENT, IF ANY, TO THE EFFECT THAT THE SALE OF THE SECURITIES IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND, IF SO REQUIRED BY THE CORPORATION OR THE CORPORATION’S TRANSFER AGENT, IF ANY, AN OPINION OF COUNSEL, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.”; and