Common use of Automatic Exchange Clause in Contracts

Automatic Exchange. Not later than the fifth Business Day prior to the ParentCo Liquidation Event Record Date: (a) ParentCo (or if designated by ParentCo, CallCo or a Permitted Subsidiary) will deliver or cause to be delivered to each Holder the Exchange Right Consideration for each Exchangeable Share held by such Holder; (b) each Holder will be deemed to have transferred to ParentCo, CallCo or a Permitted Subsidiary, as set out in the notice delivered pursuant to Section 3.1, as the case may be, all of the Holder’s interest in the Exchangeable Shares (which shall be free and clear of all liens and encumbrances, other than under the Corporation Articles or applicable Law) and will cease to be a holder of those Exchangeable Shares; (c) each Holder will be deemed to be the holder of ParentCo Shares and other consideration comprising the Exchange Right Consideration; and (d) the certificates held by each Holder previously representing the Exchangeable Shares will be deemed to represent ParentCo Shares and such other consideration comprising Exchange Right Consideration, with each such action or delivery to be null and void if the ParentCo Liquidation Event does not actually occur.