Common use of Certificates and Payments Clause in Contracts

Certificates and Payments. 5.1 On or prior to the Business Day preceding the Arrangement Effective Time, the Company will deposit or cause to be deposited with the Exchange Agent, for the benefit of and to be held on behalf of the Company Preferred Shareholders, certificates representing or evidence in book-entry form of, the Company Common Shares issuable to Company Preferred Shareholders pursuant to Section 3.1(f). 5.2 Following the deposit with the Exchange Agent of the certificates or other evidence specified in Section 5.1, the Company will be fully and completely discharged from its obligation to issue Company Common Shares to Company Preferred Shareholders pursuant to Section 3.1(f), and the rights of such holders will be limited to receiving, from the Exchange Agent, the Exchange Consideration to which they are entitled in accordance with this Plan of Arrangement. 5.3 On the Effective Date, immediately prior to the Arrangement Effective Time, Prospector and Newco will deposit or cause to be deposited with the Exchange Agent (i) for the benefit of and to be held on behalf of the holders of Prospector Shares and holders of Prospector Warrants entitled to receive ▇▇▇▇▇▇ ▇▇▇▇▇▇ and Amalco Warrants (including Amalco Vesting Sponsor Warrants) pursuant to Section 3.1(b), evidence in book-entry form of the Amalco Shares and Amalco Warrants (including Amalco Vesting Sponsor Warrants), and (ii) for the benefit of and to be held on behalf of the Company Shareholders entitled to receive Amalco Shares pursuant to Section 3.1(h), evidence of the Exchange Consideration in book-entry form. 5.4 Following the deposit with the Exchange Agent of the certificates or other evidence specified in Section 5.3, each of Amalco and Surviving Company will be fully and completely discharged from its obligation to pay the Exchange Consideration and the Surviving Company Shares to the Company Shareholders pursuant to Section 3.1(h) and 3.1(j) respectively, and to issue the Amalco Shares and Surviving Company Shares to holders of Prospector Shares and the Amalco Warrants (including Amalco Vesting Sponsor Warrants) and Surviving Company Warrants (including Surviving Company Vesting Sponsor Warrants) to holders of Prospector New Warrants (including Prospector New Vesting Sponsor Warrants), in each case, pursuant to Section 3.1(b) and 3.1(j) respectively, and the rights of such holders will be limited to receiving, from the Exchange Agent, the Amalco Shares, Amalco Warrants (including Amalco Vesting Sponsor Warrants), Surviving Company Shares or Surviving Company Warrants (including Surviving Company Vesting Sponsor Warrants), as applicable, to which they are entitled in accordance with this Plan of Arrangement. 5.5 Until such time as a Company Shareholder deposits with the Exchange Agent a duly completed Letter of Transmittal, documents, certificates and instruments contemplated by the Letter of Transmittal, as applicable, and such other documents and instruments as the Exchange Agent, the Company or Prospector (or Surviving Company, as the case may be) reasonably require, the payment or delivery to which such Company Shareholder is entitled will be delivered or paid to the Exchange Agent to be held as agent on behalf of and for the benefit of such Company Shareholder for delivery to such Company Shareholder without interest and net of all applicable withholdings and other taxes, if any, upon delivery of the Letter of Transmittal, documents, certificates and instruments contemplated by the Letter of Transmittal and such other documents, certificates and instruments as the Exchange Agent, the Company or Prospector (or Surviving Company, as the case may be) reasonably require. 5.6 Upon surrender to the Exchange Agent for cancellation of a certificate that immediately prior to the Arrangement Effective Time represented one or more Company Shares, a duly completed and executed Letter of Transmittal and such additional documents, certificates and instruments as the Exchange Agent, the Company or Prospector (or Surviving Company, as the case may be) may reasonably require, the holder of such surrendered certificate, or the deliverer of such Company Letter of Transmittal will be entitled to receive, and the Exchange Agent will, as promptly as practicable after the Arrangement Effective Time, deliver to such holder, the certificate(s) representing or other evidence of, the Exchange Consideration that such Company Shareholder is entitled to receive under the Arrangement, and any certificate so surrendered will forthwith be cancelled. 5.7 If any former Company Shareholder fails to deliver to the Exchange Agent the certificates, documents or instruments required to be delivered to the Exchange Agent under this Article 5 in order for such former Company Shareholder to receive the consideration which such former holder is entitled to receive pursuant to Section 3.1 on or before the day immediately prior to the sixth anniversary of the Arrangement Effective Time, and any right or claim to payment hereunder that remains outstanding, on the day before the sixth anniversary of the Arrangement Effective Time, (i) will cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable consideration pursuant to this Plan of Arrangement will terminate and any applicable consideration held by the Exchange Agent in trust for such former holder will be deemed to be surrendered and forfeited to Surviving Company or its successors for no consideration, and (ii) any certificate representing Company Shares formerly held by such former holder will cease to represent a claim of any nature whatsoever and will be deemed to have been surrendered to Surviving Company and will be cancelled. None of the Company, Amalco or Surviving Company or any of their respective successors, will be liable to any Person in respect of any consideration (including any consideration previously held by the Exchange Agent in trust for any such former holder) which is forfeited to the Company, Amalco or Surviving Company or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law. 5.8 After the Arrangement Effective Time and until surrendered as contemplated by this Article 5, each certificate that immediately prior to the Arrangement Effective Time represented one or more Company Shares will be deemed at all times to represent only the right to receive certificate(s) representing or other evidence of, the Amalco Shares that such Company Shareholder is entitled to receive in accordance with this Article 5, less any amounts withheld pursuant to Section 6.2. 5.9 If any certificate that immediately prior to the Arrangement Effective Time represented one or more outstanding Company Shares that were exchanged pursuant to Article 3 has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate, the Amalco Shares that such Person is entitled to receive pursuant to Article 3, deliverable in accordance with such holder’s Letter of Transmittal. 5.10 When authorizing the delivery of such consideration in exchange for any lost, stolen or destroyed certificate, the Person to whom the consideration is being delivered must, as a condition precedent to the delivery of such consideration, give a bond satisfactory to the Company, Amalco or Surviving Company and the Exchange Agent in such sum as the Company, Amalco, Surviving Company and the Exchange Agent may direct or otherwise indemnify the Company, Amalco, Surviving Company and the Exchange Agent in a manner satisfactory to the Company, Amalco, Surviving Company and the Exchange Agent against any claim that may be made against the Company, Amalco, Surviving Company or the Exchange Agent with respect to the certificate alleged to have been lost, stolen or destroyed. 5.11 In no event will any Person be entitled to a fractional Amalco Share or Surviving Company. Where the aggregate number of Amalco Shares or Surviving Company Shares to be issued to a Person pursuant to the Plan of Arrangement would result in a fraction of an Amalco Share or Surviving Company Share being issuable, the number of Amalco Shares or Surviving Company Shares to be received by such Person will be rounded down to the nearest whole Amalco Share or Surviving Company Share, as applicable.

Certificates and Payments. 5.1 On (a) At or prior to before the Business Day preceding the Arrangement Effective Time, : (i) the Company will deposit shall deposit, or cause to be deposited deposited, in escrow with the Exchange Agent, for the benefit of and to be held on behalf of the Company Preferred Shareholders, certificates representing or evidence in book-entry form of, the Company Common Shares issuable to Company Preferred Shareholders pursuant to Section 3.1(f).Depositary: 5.2 Following the deposit with the Exchange Agent of the certificates or other evidence specified in Section 5.1, the Company will be fully and completely discharged from its obligation to issue Company Common Shares to Company Preferred Shareholders pursuant to Section 3.1(f), and the rights of such holders will be limited to receiving, from the Exchange Agent, the Exchange Consideration to which they are entitled in accordance with this Plan of Arrangement. 5.3 On the Effective Date, immediately prior to the Arrangement Effective Time, Prospector and Newco will deposit or cause to be deposited with the Exchange Agent (i) for the benefit of and to be held on behalf of the holders of Prospector Shares and holders of Prospector Warrants entitled to receive ▇▇▇▇▇▇ ▇▇▇▇▇▇ and Amalco Warrants (including Amalco Vesting Sponsor Warrants) pursuant to Section 3.1(b), evidence in book-entry form of the Amalco Shares and Amalco Warrants (including Amalco Vesting Sponsor Warrants), and (iiA) for the benefit of and to be held on behalf of the Company Shareholders entitled to receive Amalco the Company Dividend pursuant to Section 3.1(f), the Founders Dividend Amount; (B) for the benefit of and to be held on behalf of the holders of Company Bond Warrants pursuant to Section 3.1(i), an amount equal to the aggregate of the Aggregate Equity Value per Share less the Bond Warrant Exercise Price for each such Company Bond Warrant that is to be cancelled pursuant to Section 3.1(i); and (C) for the benefit of and to be held on behalf of the Company Performance Warrantholders pursuant to Section 3.1(j), an amount equal to the Aggregate Equity Value per Share less the Performance Warrant Exercise Price for each such Company Performance Warrants that is to be cancelled pursuant to Section 3.1(j);4 (ii) PubCo shall deposit, or cause to be deposited, in escrow with the Depositary for the benefit of and to be held on behalf of the Company Shareholders entitled to receive the PubCo Common Shares pursuant to Section 3.1(h3.1(l)(xiii), certificates representing, or other evidence regarding the issuance of, the PubCo Common Shares that such Company Shareholders are entitled to receive under the Arrangement (calculated without reference to whether any Company Shareholder has exercised Arrangement Dissent Rights); (iii) PubCo shall deposit, or cause to be deposited, in escrow with the Depositary for the benefit of and to be held on behalf of the Exchange Company Shareholders entitled to receive the PubCo Warrants pursuant to Section 3.1(q) certificates representing, or other evidence regarding the issuance of, the PubCo Warrants that such Company Shareholders and Company Performance Warrantholders5 are entitled to receive under the Arrangement; and (iv) the Employee Transaction Trust shall deposit, or cause to be deposited, in escrow with the Depositary for the benefit of and to be held on behalf of the holders of Amalco Preferred Shares entitled to receive the Employee Cash Consideration in pursuant to Section 3.1(m), an amount equal to the aggregate Employee Cash Consideration for each Amalco Preferred Shares that are to be cancelled pursuant to Section 3.1(m).6 (b) Upon the surrender to the Depositary of a certificate (or where applicable, confirmation of book-entry form. 5.4 Following the deposit with the Exchange Agent of the certificates or other evidence specified in Section 5.3, each of Amalco and Surviving Company will be fully and completely discharged from its obligation to pay the Exchange Consideration and the Surviving Company Shares only entries) which immediately prior to the Company Shareholders pursuant to Section 3.1(h) and 3.1(j) respectively, and to issue the Amalco Shares and Surviving Company Shares to holders of Prospector Shares and the Amalco Warrants (including Amalco Vesting Sponsor Warrants) and Surviving Company Warrants (including Surviving Company Vesting Sponsor Warrants) to holders of Prospector New Warrants (including Prospector New Vesting Sponsor Warrants), in each case, pursuant to Section 3.1(b) and 3.1(j) respectively, and the rights of such holders will be limited to receiving, from the Exchange Agent, the Amalco Shares, Amalco Warrants (including Amalco Vesting Sponsor Warrants), Surviving Amalgamation Effective Time represented outstanding Company Shares or Surviving Company Warrants (including Surviving Company Vesting Sponsor Bond Warrants), as applicable, to which they are entitled in accordance together with this Plan of Arrangement. 5.5 Until such time as a Company Shareholder deposits with the Exchange Agent a duly completed Letter of Transmittal, documents, certificates and instruments contemplated by the Letter of Transmittal, as applicable, and such other documents and instruments as the Exchange Agent, the Company or Prospector (or Surviving Company, as the case may be) reasonably require, the payment or delivery to which such Company Shareholder is entitled will be delivered or paid to the Exchange Agent to be held as agent on behalf of and for the benefit of such Company Shareholder for delivery to such Company Shareholder without interest and net of all applicable withholdings and other taxes, if any, upon delivery of the Letter of Transmittal, documents, certificates and instruments contemplated by the Letter of Transmittal and such other documents, certificates and instruments as the Exchange Agent, the Company or Prospector (or Surviving Company, as the case may be) reasonably require. 5.6 Upon surrender to the Exchange Agent for cancellation of a certificate that immediately prior to the Arrangement Effective Time represented one or more Company Shares, a duly completed and executed Letter of Transmittal and such additional documents, certificates documents and instruments as the Exchange Agent, the Company or Prospector (or Surviving Company, as the case may be) Depositary may reasonably require, the holder of such surrendered certificateDepositary shall deliver: 7 (i) with respect to a Company Employee Shareholder, or book-entry only entries representing the deliverer of such Company Letter of Transmittal will be entitled to receive, PubCo Common Shares and the Exchange Agent will, as promptly as practicable after the Arrangement Effective Time, deliver to such holder, the certificate(s) representing or other evidence of, the Exchange Consideration PubCo Warrants that such Company Employee Shareholder is entitled to receive under and payment by cheque or wire transfer representing such Company Employee Shareholders pro rata entitlement to the Employee Cash Consideration; 4 NTD: To be determined prior to closing whether the cash for the Performance Warrants will be distributed by the Company or the Depositary. 5 NTD: To be determined prior to closing whether the Pubco Warrants to be distributed to Performance Warrantholders will be distributed by the Company or the Depositary 6 NTD: To be determined prior to closing whether the Depositary or the Company will handle this payment. 7 NTD: To be determined prior to closing whether any language related to Performance Warrants will be included in the language in this section in the Arrangement, and any certificate so surrendered will forthwith be cancelled. 5.7 If any former (ii) with respect to a Company Shareholder fails to deliver to Founder, book-entry only entries representing the Exchange Agent the certificates, documents or instruments required to be delivered to the Exchange Agent under this Article 5 in order for PubCo Common Shares and PubCo Warrants that such former Company Shareholder to receive the consideration which such former holder Founder is entitled to receive and payment by cheque or wire transfer representing such Company Founder’s pro rata entitlement to the Founders Dividend Amount; and (iii) with respect to a holder of Company Bond Warrants, book-entry only entries representing the PubCo Common Shares and PubCo Warrants that such holder of Company Bond Warrants is entitled to and payment by cheque or wire transfer representing the Aggregate Equity Value per Share less the Bond Warrant Exercise Price for each such Company Bond Warrant held by such holder that is to be cancelled pursuant to Section 3.1 on or before the day immediately prior to the sixth anniversary of the Arrangement Effective Time, and any right or claim to payment hereunder that remains outstanding, on the day before the sixth anniversary of the Arrangement Effective Time, (i) will cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable consideration pursuant to this Plan of Arrangement will terminate and any applicable consideration held by the Exchange Agent in trust for such former holder will be deemed to be surrendered and forfeited to Surviving Company or its successors for no consideration, and (ii) any certificate representing Company Shares formerly held by such former holder will cease to represent a claim of any nature whatsoever and will be deemed to have been surrendered to Surviving Company and will be cancelled. None of the Company, Amalco or Surviving Company or any of their respective successors, will be liable to any Person in respect of any consideration (including any consideration previously held by the Exchange Agent in trust for any such former holder) which is forfeited to the Company, Amalco or Surviving Company or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law3.1(f). 5.8 After the Arrangement Effective Time and until (c) Until surrendered as contemplated by this Article 5, each certificate that which immediately prior to the Arrangement Effective Time represented one or more outstanding Company Shares will or Company Warrants shall be deemed at all times after the Effective Time to represent only the right to receive certificate(s) representing or other evidence ofupon such surrender the PubCo Common Shares, the Amalco Shares that PubCo Performance Warrants, PubCo Warrants and/or cash payment which such Company Shareholder is entitled to receive in accordance with this Article 5, less any amounts withheld pursuant to Section 6.2. 5.9 If any certificate that immediately prior to the Arrangement Effective Time represented one or more outstanding Company Shares that were exchanged pursuant to Article 3 has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate, the Amalco Shares that such Person holder is entitled to receive pursuant to Article 3, deliverable in accordance with such holder’s Letter of TransmittalSection 5.1(a)(i). 5.10 When authorizing (d) Any certificate formerly representing Company Shares or Company Warrants that is not deposited, together with all other documents required hereunder, on or before the delivery last Business Day before the third anniversary of the Closing Date, and any right or claim by or interest of any kind or nature, including the right of a former Company Shareholder, Company Performance Warrantholder or holder of Company Bond Warrants to receive certificates (or where applicable, confirmation of book-entry only entries) representing PubCo Common Shares, any portion of the Cash Consideration or PubCo Performance Warrants to which such consideration in exchange for any lost, stolen or destroyed certificate, the Person to whom the consideration holder is being delivered must, as a condition precedent entitled pursuant to the delivery Arrangement, shall terminate and be deemed to be surrendered and forfeited to PubCo for no consideration and such forfeited PubCo Common Shares, such PubCo Common Shares shall be deemed to cancelled. (e) No Company Shareholder, Company Performance Warrantholder or holder of such consideration, give a bond satisfactory Company Bond Warrants shall be entitled to the Company, Amalco or Surviving Company and the Exchange Agent in such sum as the Company, Amalco, Surviving Company and the Exchange Agent may direct or otherwise indemnify the Company, Amalco, Surviving Company and the Exchange Agent in a manner satisfactory to the Company, Amalco, Surviving Company and the Exchange Agent against receive any claim that may be made against the Company, Amalco, Surviving Company or the Exchange Agent consideration with respect to the certificate alleged Company Shares or the Company Warrants other than the consideration to have been lostwhich such holder is entitled to receive under the Arrangement and, stolen for greater certainty, no such holder will be entitled to receive any interest, dividend, premium or destroyedother payment in connection therewith. 5.11 (f) All dividends payable with respect to any PubCo Common Share allotted and issued pursuant to this Plan of Arrangement for which a certificate has not been issued shall be paid or delivered to the Depositary to be held by the Depositary in trust for the registered holder thereof. The Depositary shall pay and deliver to any such registered holder, as soon as reasonably practicable after application therefor is made by the registered holder to the Depositary in such form as the Depositary may reasonably require, such dividends and any interest thereon to which such holder is entitled, net of applicable withholding and other taxes. (g) In no event will shall any Person be entitled to a fractional Amalco Share or Surviving CompanyPubCo Common Share. Where the aggregate number of Amalco Shares or Surviving Company PubCo Common Shares to be issued to a Person pursuant to the Plan of Arrangement would result in a fraction of an Amalco Share or Surviving Company a PubCo Common Share being issuable, the number of Amalco Shares or Surviving Company PubCo Common Shares to be received by such Person will shall be rounded up or down to the nearest whole Amalco Share or Surviving Company PubCo Common Share, as applicablewith a fraction of 0.5 rounded up. No cash settlements shall be made with respect to fractional shares eliminated by rounding. Cash payments made to any Person pursuant to the Arrangement will be rounded up to the nearest nearest cent.

Certificates and Payments. 5.1 On At or prior to before the Business Day preceding the Arrangement Effective Closing Time: (a) New SPAC shall deposit, the Company will deposit or cause to be deposited deposited, in escrow with the Exchange Agent, for the benefit of and to be held on behalf of the Company Preferred ShareholdersSecurityholders entitled to receive New SPAC Class A Common Shares pursuant to Section 3.2(h), certificates representing representing, or other evidence in book-entry form regarding the issuance of, the Company New SPAC Class A Common Shares issuable that such Company Securityholders are entitled to receive under the Arrangement (calculated without reference to whether any Company Preferred Shareholders pursuant to Section 3.1(fShareholder has exercised Company Dissent Rights).; and 5.2 Following the deposit with the Exchange Agent of the certificates or other evidence specified in Section 5.1, (b) the Company will shall deposit, or cause to be fully and completely discharged from its obligation to issue Company Common Shares to Company Preferred Shareholders pursuant to Section 3.1(f)deposited, and the rights of such holders will be limited to receiving, from in escrow with the Exchange Agent, the Exchange Consideration to which they are entitled in accordance with this Plan of Arrangement. 5.3 On the Effective Date, immediately prior to the Arrangement Effective Time, Prospector and Newco will deposit or cause to be deposited with the Exchange Agent (i) for the benefit of and to be held on behalf of the holders of Prospector Shares and holders of Prospector Warrants entitled to receive ▇▇▇▇▇▇ ▇▇▇▇▇▇ and Amalco Warrants (including Amalco Vesting Sponsor Warrants) pursuant to Section 3.1(b), evidence in book-entry form of the Amalco Shares and Amalco Warrants (including Amalco Vesting Sponsor Warrants), and (ii) for the benefit of and to be held on behalf of the Company Shareholders entitled to receive Amalco Shares pursuant to Section 3.1(h)2013 Warrantholders, evidence of Cdn$168,000 representing the Exchange Consideration in book-entry formaggregate Company 2013 Warrant Consideration. 5.4 Following 5.2 Upon the deposit with the Exchange Agent of the certificates or other evidence specified in Section 5.3, each of Amalco and Surviving Company will be fully and completely discharged from its obligation to pay the Exchange Consideration and the Surviving Company Shares to the Company Shareholders pursuant to Section 3.1(h) and 3.1(j) respectively, and to issue the Amalco Shares and Surviving Company Shares to holders of Prospector Shares and the Amalco Warrants (including Amalco Vesting Sponsor Warrants) and Surviving Company Warrants (including Surviving Company Vesting Sponsor Warrants) to holders of Prospector New Warrants (including Prospector New Vesting Sponsor Warrants), in each case, pursuant to Section 3.1(b) and 3.1(j) respectively, and the rights of such holders will be limited to receiving, from the Exchange Agent, the Amalco Shares, Amalco Warrants (including Amalco Vesting Sponsor Warrants), Surviving Company Shares or Surviving Company Warrants (including Surviving Company Vesting Sponsor Warrants), as applicable, to which they are entitled in accordance with this Plan of Arrangement. 5.5 Until such time as a Company Shareholder deposits with the Exchange Agent a duly completed Letter of Transmittal, documents, certificates and instruments contemplated by the Letter of Transmittal, as applicable, and such other documents and instruments as the Exchange Agent, the Company or Prospector (or Surviving Company, as the case may be) reasonably require, the payment or delivery to which such Company Shareholder is entitled will be delivered or paid to the Exchange Agent to be held as agent on behalf of and for the benefit of such Company Shareholder for delivery to such Company Shareholder without interest and net of all applicable withholdings and other taxes, if any, upon delivery of the Letter of Transmittal, documents, certificates and instruments contemplated by the Letter of Transmittal and such other documents, certificates and instruments as the Exchange Agent, the Company or Prospector (or Surviving Company, as the case may be) reasonably require. 5.6 Upon surrender to the Exchange Agent for cancellation of a certificate that (or where applicable, confirmation of book-entry only entries) which immediately prior to the Arrangement Company Amalgamation Effective Time represented one outstanding Company Shares or more Company SharesWarrants, as applicable, together with a duly completed and executed Letter of Transmittal and such additional documents, certificates documents and instruments as the Exchange Agent, the Company or Prospector (or Surviving Company, as the case may be) Agent may reasonably require, the holder of such surrendered certificateExchange Agent shall deliver: (i) with respect to a Company Shareholder or a Company 2020 Warrantholder, or book-entry only entries representing the deliverer of New SPAC Class A Common Shares that such Company Letter of Transmittal will be Securityholder is entitled to receivereceive under the Arrangement; and (ii) with respect to a Company 2013 Warrantholder, and payment by cheque or wire transfer representing the Exchange Agent will, as promptly as practicable after the Arrangement Effective Time, deliver to such holder, the certificate(s) representing or other evidence of, the Exchange aggregate Company 2013 Warrant Consideration that such Company Shareholder 2013 Warrantholder is entitled to receive under the Arrangement, and in each case, less any certificate so surrendered will forthwith be cancelled. 5.7 If any former Company Shareholder fails to deliver to the Exchange Agent the certificates, documents or instruments amounts required to be delivered to the Exchange Agent under this Article 5 in order for such former Company Shareholder to receive the consideration which such former holder is entitled to receive withheld pursuant to Section 3.1 on or before the day immediately prior to the sixth anniversary of the Arrangement Effective Time, and any right or claim to payment hereunder that remains outstanding, on the day before the sixth anniversary of the Arrangement Effective Time, (i) will cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable consideration pursuant to this Plan of Arrangement will terminate and any applicable consideration held by the Exchange Agent in trust for such former holder will be deemed to be surrendered and forfeited to Surviving Company or its successors for no consideration, and (ii) any certificate representing Company Shares formerly held by such former holder will cease to represent a claim of any nature whatsoever and will be deemed to have been surrendered to Surviving Company and will be cancelled. None of the Company, Amalco or Surviving Company or any of their respective successors, will be liable to any Person in respect of any consideration (including any consideration previously held by the Exchange Agent in trust for any such former holder) which is forfeited to the Company, Amalco or Surviving Company or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law6.2. 5.8 After the Arrangement Effective Time and until 5.3 Until surrendered as contemplated by this Article 5, each certificate that which immediately prior to the Arrangement Company Amalgamation Effective Time represented one or more outstanding Company Shares will or Company Warrants shall be deemed at all times after the Company Amalgamation Effective Time to represent only the right to receive certificate(supon such surrender the New SPAC Class A Common Shares or Company 2013 Warrant Consideration (as applicable) representing or other evidence of, the Amalco Shares that which such Company Shareholder holder is entitled to receive in accordance with this Article 5, less any amounts withheld pursuant to Section 6.25.2. 5.9 5.4 Any certificate formerly representing Company Shares or Company Warrants that is not deposited, together with all other documents required hereunder, on or before the last Business Day before the third anniversary of the Closing Date, and any right or claim by or interest of any kind or nature, including the right of a former Company Shareholder or Company Warrantholder to receive certificates (or where applicable, confirmation of book-entry only entries) representing New SPAC Class A Common Shares or the Company 2013 Warrant Consideration to which such holder is entitled pursuant to the Arrangement, shall terminate and be deemed to be surrendered and forfeited to New SPAC for no consideration and in respect of such forfeited New SPAC Class A Common Shares, such New SPAC Class A Common Shares shall be cancelled. 5.5 No Company Shareholder or Company Warrantholder shall be entitled to receive any consideration with respect to the Company Shares or the Company Warrants other than the consideration to which such holder is entitled to receive under the Arrangement and, for greater certainty, no such holder will be entitled to receive any interest, dividend, premium or other payment in connection therewith. 5.6 All dividends payable with respect to any New SPAC Class A Common Shares allotted and issued pursuant to this Plan of Arrangement for which a certificate has not been issued shall be paid or delivered to the Exchange Agent to be held by the Exchange Agent in trust for the registered holder thereof. The Exchange Agent shall pay and deliver to any such registered holder, as soon as reasonably practicable after application therefor is made by the registered holder to the Exchange Agent in such form as the Exchange Agent may reasonably require, such dividends and any interest thereon to which such holder is entitled, net of applicable withholding and other taxes. 5.7 In no event shall any Person be entitled to a fractional New SPAC Class A Common Share. Where the aggregate number of New SPAC Class A Common Shares to be issued to a Person pursuant to the Plan of Arrangement would result in a fraction of a New SPAC Class A Common Share being issuable, the number of New SPAC Class A Common Shares to be received by such Person shall be rounded up or down to the nearest whole New SPAC Class A Common Share, with a fraction of 0.5 rounded up. No cash settlements shall be made with respect to fractional shares eliminated by rounding. Cash payments to the Company 2013 Warrantholders will be rounded up to the nearest nearest cent. 5.8 If any certificate that which immediately prior to the Arrangement Company Amalgamation Effective Time represented one or more outstanding Company Shares or Company Warrants that were exchanged transferred pursuant to Article 3 has this Plan of Arrangement shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Exchange Agent will issue pay and deliver, in exchange for such lost, stolen or destroyed certificate, the Amalco New SPAC Class A Common Shares that or Company 2013 Warrant Consideration which such Person holder is entitled to receive pursuant to Article 3Section 5.2, deliverable in accordance with such holder’s Letter of Transmittal. 5.10 less any amounts required to be withheld pursuant to Section 6.2. When authorizing the such payment and delivery of such consideration in exchange for any lost, stolen or destroyed certificate, the Person to whom the consideration payment is being delivered mustmade shall, as a condition precedent to the delivery of such considerationthereof, give a bond satisfactory to the Company, Amalco or Surviving Company New SPAC and the Exchange Agent in such sum as the CompanyNew SPAC may direct, Amalco, Surviving Company and the Exchange Agent may direct or otherwise indemnify the Company, Amalco, Surviving Company New SPAC and the Exchange Agent in a manner satisfactory to the Company, Amalco, Surviving Company New SPAC and the Exchange Agent Agent, against any claim that may be made against the Company, Amalco, Surviving Company New SPAC or the Exchange Agent with respect to the certificate alleged to have been lost, stolen or destroyed. 5.11 In no event will any Person be entitled 5.9 Following the Closing Time, New SPAC shall prepare a register of the holders of options to a fractional Amalco Share or Surviving Company. Where the aggregate number of Amalco acquire New SPAC Class A Common Shares or Surviving Company Shares to be issued to a Person pursuant to Section 3.2(h)(xii) and 3.2(h)(xiii). Such register shall contain the Plan name and address of Arrangement would result in a fraction of an Amalco Share or Surviving Company Share being issuableeach holder, the number of Amalco New SPAC Class A Common Shares or Surviving Company Shares to be received by such Person will be rounded down which are subject to the nearest whole Amalco Share or Surviving Company Shareoption, as applicablethe per share exercise price and the expiry date of such option.