Common use of Delivery of Parent Common Shares; Effect of Exercise Clause in Contracts

Delivery of Parent Common Shares; Effect of Exercise. Promptly after receipt of the certificates representing the Exchangeable Shares which the Beneficiary desires Parent to purchase under the Exchange Right, together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Right (and payment of taxes, if any, payable as contemplated by section 5.8 or evidence thereof), duly endorsed for transfer to Parent, the Agent shall notify Parent and Exchangeco of its receipt of the same, which notice to Parent and Exchangeco shall constitute exercise of the Exchange Right by the Agent on behalf of the holder of such Exchangeable Shares, and Parent shall promptly thereafter deliver or cause to be delivered to the Agent, for delivery to the Beneficiary of such Exchangeable Shares (or to such other persons, if any, properly designated by such Beneficiary) the number of Parent Common Shares issuable in connection with the exercise of the Exchange Right, and on the applicable payment date cheques for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to section 5.13); provided, however, that no such delivery shall be made unless and until the Beneficiary requesting the same shall have paid the taxes (or provided evidence satisfactory to the Agent, Exchangeco and Parent of the payment of the taxes, if any, payable) as contemplated by section 5.8 of this Agreement. Immediately upon the giving of notice by the Agent to Parent and Exchangeco of the exercise of the Exchange Right as provided in this section 5.6, the closing of the transaction of purchase and sale contemplated by the Exchange Right shall be deemed to have occurred and the holder of such Exchangeable Shares shall be deemed to have transferred to Parent all of such holder's right, title and interest in and to such Exchangeable Shares and the related interest in the Special Voting Share and the benefit of the Support Agreement and shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price therefor, unless the requisite number of Parent Common Shares is not allotted, issued and delivered by Parent to the Agent within five Business Days of the date of the giving of such notice by the Agent, in which case the rights of the Beneficiary shall remain unaffected until such Parent Common Shares are so allotted, issued and delivered by Parent. Upon delivery by Parent to the Agent of such Parent Common Shares, the Agent shall deliver such Parent Common Shares to such Beneficiary (or to such other persons, if any, properly designated by such Beneficiary). Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be the holder of Parent Common Shares delivered to it pursuant to the Exchange Right.

Delivery of Parent Common Shares; Effect of Exercise. Promptly after receipt of the certificates representing the Exchangeable Shares which the Beneficiary desires Parent to purchase under the Exchange Right, together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Right (and payment of taxes, if any, payable as contemplated by section Section 5.8 or evidence thereof), duly endorsed for transfer to Parent, the Agent Trustee shall notify Parent and Exchangeco ExchangeCo of its receipt of the same, which notice to Parent and Exchangeco ExchangeCo shall constitute exercise of the Exchange Right by the Agent Trustee on behalf of the holder of such Exchangeable Shares, and Parent shall promptly thereafter deliver or cause to be delivered to the AgentTrustee, for delivery to the Beneficiary of such Exchangeable Shares (or to such other personsPersons, if any, properly designated by such Beneficiary) the number of Parent Common Shares issuable in connection with the exercise of the Exchange Right, and on the applicable payment date cheques for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to section 5.13)Section 5.14; provided, however, that no such delivery shall be made unless and until the Beneficiary requesting the same shall have paid the taxes (or provided evidence satisfactory to the AgentTrustee, Exchangeco ExchangeCo and Parent of the payment of of) the taxes, taxes (if any, payable) payable as contemplated by section Section 5.8 of this Agreement. Immediately upon the giving of notice by the Agent Trustee to Parent and Exchangeco ExchangeCo of the exercise of the Exchange Right as provided in this section Section 5.6, the closing of the transaction of purchase and sale contemplated by the Exchange Right shall be deemed to have occurred and the holder of such Exchangeable Shares shall be deemed to have transferred to Parent all of such holder's ’s right, title and interest in and to such Exchangeable Shares and the related interest in the Special Voting Share and the benefit of the Support Agreement and shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price thereforfor those Exchangeable Shares (together with a cheque for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to Section 5.14), unless the requisite number of Parent Common Shares is not allotted, issued and delivered by Parent to the Agent Trustee within five Business Days of the date of the giving of such notice by Trustee and cheque for the Agentbalance, if any, of the total purchase price for such Exchangeable Shares is not issued and delivered to Trustee on the applicable payment date, in which case the rights of the Beneficiary shall remain unaffected until such Parent Common Shares are so allotted, issued and delivered by Parent and any such cheque is issued and delivered by Parent. Upon delivery by Parent to the Agent Trustee of such Parent Common Shares, the Agent Trustee shall deliver such Parent Common Shares to such Beneficiary (or to such other personsPersons, if any, properly designated by such Beneficiary). Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be the holder of the Parent Common Shares delivered to it pursuant to the Exchange Right. Upon the due exercise of the Exchange Right, and simultaneous with the delivery of the certificates evidencing the issuance of the Parent Common Shares, the Parent shall effect a corresponding adjustment to the Parent Special Voting Shares share registry to reduce the number of Parent Special Voting Shares equal to the number of Exchangeable Shares that are subject to such Exchange Right. Additionally, and in such circumstances, the Trustee and the Parent shall execute and deliver all ancillary documents necessary to effect the due return to treasury and cancellation of such Parent Special Voting Shares, including any return to treasury agreement and duly signed stock powers of attorney.

Delivery of Parent Common Shares; Effect of Exercise. Promptly Promptly, and as soon as reasonably practicable after receipt of the certificates representing the Exchangeable Non-Voting Shares which the Beneficiary Shareholder desires the Parent to purchase under the Insolvency Exchange Right, together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Insolvency Exchange Right (and payment of taxes, if any, payable as contemplated by section 5.8 or evidence thereof), duly endorsed for transfer to the Parent, the Agent Parent shall notify Parent and Exchangeco of its immediately thereafter upon receipt of the same, which such notice to Parent and Exchangeco shall constitute exercise of the Exchange Right by the Agent on behalf of the holder of such Exchangeable Shares, and Parent shall promptly thereafter deliver or cause to be delivered to the Agent, for delivery to the Beneficiary Shareholder of such Exchangeable Non-Voting Shares (or to such other persons, if any, properly designated by such Beneficiary) Shareholder), the certificates for the number of Parent Common Shares issuable deliverable in connection with the exercise of the Insolvency Exchange Right, which shares shall be duly issued as fully paid and on the applicable payment date cheques non-assessable and shall be free and clear of any lien, claim or encumbrance, and checks for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant therefor. The Parent may instruct the Trustee to section 5.13); provided, however, that no such use the Trust Shares it holds for delivery shall be made unless and until the Beneficiary requesting the same shall have paid the taxes (or provided evidence satisfactory to the AgentShareholder under the previous sentence. The Parent shall, Exchangeco and Parent immediately upon receipt of such certificates representing the Exchangeable Non-Voting Shares from the Shareholder, deliver the certificates to the registered office of the payment of the taxes, if any, payable) as contemplated by section 5.8 of this AgreementPurchaser for cancellation. Immediately upon the giving of notice by the Agent Shareholder to the Parent and Exchangeco of the exercise of the Insolvency Exchange Right Right, as provided in this section 5.6Section 4.5, the closing of the transaction of purchase and sale contemplated by the Insolvency Exchange Right shall be deemed to have occurred occurred, and the holder Shareholder of such Exchangeable Non-Voting Shares shall be deemed to have transferred to the Parent all of such holder's its right, title and interest in and to such Exchangeable Non-Voting Shares and the related interest in the Special Voting Share and the benefit of the Support Agreement and shall cease to be a holder Shareholder of such Exchangeable Non-Voting Shares and shall not be entitled to exercise any of the rights of a holder Shareholder in respect thereof, other than the right to receive his proportionate part of the total purchase price therefor, unless the requisite number of Parent Common Shares (together with a check for the balance, if any, of the total purchase price therefor) is not allotted, issued and delivered by the Parent to the Agent such Shareholder (or to such other persons, if any, properly designated by such Shareholder), within five (5) Business Days of the date of the giving of such notice by the AgentShareholder, in which case the rights of the Beneficiary Shareholder shall remain unaffected until such Parent Common Shares are so allotted, issued and delivered by Parent. Upon delivery by the Parent to the Agent of and any such Parent Common Shares, the Agent shall deliver such Parent Common Shares to such Beneficiary (or to such other persons, if any, properly designated by such Beneficiary)check is so delivered and paid. Concurrently with such Beneficiary Shareholder ceasing to be a holder Shareholder of Exchangeable Non-Voting Shares, the Beneficiary Shareholder shall be considered and deemed for all purposes to be the holder of Parent Common Shares delivered to it pursuant to the Insolvency Exchange Right.

Delivery of Parent Common Shares; Effect of Exercise. Promptly after receipt of the certificates representing the Exchangeable Shares which the Beneficiary desires Parent to purchase under the Exchange Right, together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Right (and payment of taxes, if any, payable as contemplated by section Section 5.8 or evidence thereof), duly endorsed for transfer to Parent, the Agent Trustee shall notify Parent and Exchangeco ExchangeCo of its receipt of the same, which notice to Parent and Exchangeco ExchangeCo shall constitute exercise of the Exchange Right by the Agent Trustee on behalf of the holder of such Exchangeable Shares, and Parent shall promptly thereafter deliver or cause to be delivered to the AgentTrustee, for delivery to the Beneficiary of such Exchangeable Shares (or to such other personsPersons, if any, properly designated by such Beneficiary) the number of Parent Common Shares issuable in connection with the exercise of the Exchange Right, and on the applicable payment date cheques for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to section 5.13)Section 5.14; provided, however, that no such delivery shall be made unless and until the Beneficiary requesting the same shall have paid the taxes (or provided evidence satisfactory to the AgentTrustee, Exchangeco ExchangeCo and Parent of the payment of of) the taxes, taxes (if any, payable) payable as contemplated by section Section 5.8 of this Agreement. Immediately upon the giving of notice by the Agent Trustee to Parent and Exchangeco ExchangeCo of the exercise of the Exchange Right as provided in this section Section 5.6, the closing of the transaction of purchase and sale contemplated by the Exchange Right shall be deemed to have occurred and the holder of such Exchangeable Shares shall be deemed to have transferred to Parent all of such holder's ’s right, title and interest in and to such Exchangeable Shares and the related interest in the Special Voting Share and the benefit of the Support Agreement and shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price thereforfor those Exchangeable Shares (together with a cheque for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to Section 5.14), unless the requisite number of Parent Common Shares is not allotted, issued and delivered by Parent to the Agent Trustee within five Business Days of the date of the giving of such notice by Trustee and cheque for the Agentbalance, if any, of the total purchase price for such Exchangeable Shares is not issued and delivered to Trustee on the applicable payment date, in which case the rights of the Beneficiary shall remain unaffected until such Parent Common Shares are so allotted, issued and delivered by Parent and any such cheque is issued and delivered by Parent. Upon delivery by Parent to the Agent Trustee of such Parent Common Shares, the Agent Trustee shall deliver such Parent Common Shares to such Beneficiary (or to such other personsPersons, if any, properly designated by such Beneficiary). Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be the holder of the Parent Common Shares delivered to it pursuant to the Exchange Right.

Delivery of Parent Common Shares; Effect of Exercise. Promptly after receipt of the certificates representing the Exchangeable Shares which the Beneficiary desires Parent to purchase under the Exchange Right, together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Right (and payment of taxes, if any, payable as contemplated by section Section 5.8 or evidence thereof), duly endorsed for transfer to Parent, the Agent Trustee shall notify Parent and Exchangeco ExchangeCo of its receipt of the same, which notice to Parent and Exchangeco ExchangeCo shall constitute exercise of the Exchange Right by the Agent Trustee on behalf of the holder of such Exchangeable Shares, and Parent shall promptly thereafter deliver or cause to be delivered to the AgentTrustee, for delivery to the Beneficiary of such Exchangeable Shares (or to such other personsPersons, if any, properly designated by such Beneficiary) the number of Parent Common Shares issuable in connection with the exercise of the Exchange Right, and on the applicable payment date cheques for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to section 5.13)Section 5.14; provided, however, that no such delivery shall be made unless and until the Beneficiary requesting the same shall have paid the taxes (or provided evidence satisfactory to the AgentTrustee, Exchangeco ExchangeCo and Parent of the payment of of) the taxes, taxes (if any, payable) payable as contemplated by section Section 5.8 of this Agreement. Immediately upon the giving of notice by the Agent Trustee to Parent and Exchangeco ExchangeCo of the exercise of the Exchange Right as provided in this section Section 5.6, the closing of the transaction of purchase and sale contemplated by the Exchange Right shall be deemed to have occurred and the holder of such Exchangeable Shares shall be deemed to have transferred to Parent all of such holder's ’s right, title and interest in and to such Exchangeable Shares and the related interest in the Special Voting Share and the benefit of the Support Agreement and shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price thereforfor those Exchangeable Shares (together with a cheque for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to Section 5.14), unless the requisite number of Parent Common Shares is not allotted, issued and delivered by Parent to the Agent Trustee within five Business Days of the date of the giving of such notice by the AgentTrustee and cheque for the balance, if any, of the total purchase price for such Exchangeable Shares is not issued and delivered to the Trustee on the applicable payment date, in which case the rights of the Beneficiary shall remain unaffected until such Parent Common Shares are so allotted, issued and delivered by Parent and any such cheque is issued and delivered by Parent. Upon delivery by Parent to the Agent Trustee of such Parent Common Shares, the Agent Trustee shall deliver such Parent Common Shares to such Beneficiary (or to such other personsPersons, if any, properly designated by such Beneficiary). Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be the holder of the Parent Common Shares delivered to it pursuant to the Exchange Right.

Delivery of Parent Common Shares; Effect of Exercise. Promptly after receipt of the certificates representing the Exchangeable Shares which the Beneficiary Holder desires the Parent to purchase under the Exchange Right, Right together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Right (and payment of taxes, if any, payable as contemplated by section 5.8 or evidence thereof), duly endorsed for transfer to the Parent, the Agent shall notify Parent and Exchangeco of its receipt of the same, which notice to Parent and Exchangeco shall constitute exercise of the Exchange Right by the Agent on behalf of the holder of such Exchangeable Shares, and Parent shall promptly immediately thereafter deliver or cause to be delivered to the Agent, for delivery to the Beneficiary of such Exchangeable Shares Holder (or to such other persons, if any, properly designated by such Beneficiary) the Holder), the certificates for the number of Parent Common Shares issuable deliverable in connection with the exercise of the Exchange Right, which shares shall be duly issued as fully paid and on the applicable payment date non-assessable and shall be free and clear of any lien, claim or encumbrance, and cheques for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to section 5.13); provided, however, that no such delivery shall be made unless and until the Beneficiary requesting the same shall have paid the taxes (or provided evidence satisfactory to the Agent, Exchangeco and Parent of the payment of the taxes, if any, payable) as contemplated by section 5.8 of this Agreementtherefor. Immediately upon the giving of notice by the Agent to Parent and Exchangeco of the exercise of the Exchange Right as provided in this section 5.6thereafter, the closing of the transaction of purchase and sale contemplated by the Exchange Right shall be deemed to have occurred occurred, and the holder of such Exchangeable Shares Holder shall be deemed to have transferred to the Parent all of such holder's his right, title and interest in and to such Exchangeable Shares and the related interest in the Special Voting Share and the benefit of the Support Agreement and shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price therefor, unless the requisite number of Parent Common Shares (together with a cheque for the balance, if any, of the total purchase price therefor) is not allotted, issued and delivered by the Parent to the Agent Holder (or to such other persons, if any, properly designated by the Holder), within five Business Days of the date of the giving delivery of such notice Exchangeable Share certificates by the AgentHolder, in which case the rights of the Beneficiary Holder shall remain unaffected until such Parent Common Shares are so allotted, issued and delivered by Parent. Upon delivery by the Parent to the Agent of and any such Parent Common Shares, the Agent shall deliver such Parent Common Shares to such Beneficiary (or to such other persons, if any, properly designated by such Beneficiary)cheque is so delivered and paid. Concurrently with such Beneficiary the Holder ceasing to be a holder of Exchangeable Shares, the Beneficiary Holder shall be considered and deemed for all purposes to be the holder of the Parent Common Shares to be delivered to it him pursuant to the Exchange Right.

Delivery of Parent Common Shares; Effect of Exercise. Promptly after receipt of the certificates representing the Exchangeable Shares which that a Non-Affiliated Holder desires the Beneficiary desires Parent or Holdco to purchase under the Exchange Right, Right (together with a No Transfer Declaration and such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Right (and payment of taxes, if any, payable as contemplated by section 5.8 or evidence thereof), Right) duly endorsed for transfer to Parentthe Parent or Holdco, the Agent Trustee shall notify the Parent and Exchangeco the Company of its receipt of the same, which notice to the Parent and Exchangeco the Company shall constitute exercise of the Exchange Right by the Agent Trustee on behalf of the holder of such Exchangeable Shares, and the Parent shall promptly immediately thereafter deliver or cause Holdco to be delivered deliver to the AgentTrustee, for delivery to the Beneficiary Non-Affiliated Holder of such Exchangeable Shares (or to such other persons, if any, properly designated by such Beneficiary) Non-Affiliated Holder), a certificate for the number of Parent Common Shares issuable deliverable in connection with the such exercise of the Exchange RightRight (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance, security interest or adverse claim) and on the applicable payment date cheques a cheque for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to section 5.13)therefor; provided, however, that no such delivery shall be made unless and until the Beneficiary Non-Affiliated Holder requesting the same shall have paid the taxes (or provided evidence satisfactory to the AgentTrustee, Exchangeco the Company and the Parent of the payment of of) the taxes, taxes (if any, payable) payable as contemplated by section Section 5.8 of this Trust Agreement. Immediately upon the giving of notice by the Agent Trustee to the Parent and Exchangeco the Company of the exercise of the Exchange Right Right, as provided in this section Section 5.6, the closing of the transaction of purchase and sale contemplated by the Exchange Right shall be deemed to have occurred occurred, and the holder Non-Affiliated Holder of such Exchangeable Shares shall be deemed to have transferred to the Parent (or, at the Parent's option, to Holdco) all of such holder's its right, title and interest in and to such Exchangeable Shares and the related interest in the Special Voting Share and the benefit of the Support Agreement and shall cease to be a holder of such Exchangeable Shares Trust Estate and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his its proportionate part of the total purchase price therefor, unless the requisite number of Parent Common Shares (together with a cheque for the balance, if any, of the total purchase price therefor) is not allotted, issued and delivered by the Parent or Holdco to the Agent Trustee, for delivery to such Non-Affiliated Holder (or to such other persons, if any, properly designated by such Non-Affiliated Holder), within five Business Days of the date of the giving of such notice by the AgentTrustee, in which case the rights of the Beneficiary Non-Affiliated Holder shall remain unaffected until such Parent Common Shares are so allotted, issued delivered and any such cheque is so delivered by Parent. Upon delivery by Parent to the Agent of such Parent Common Shares, the Agent shall deliver such Parent Common Shares to such Beneficiary (or to such other persons, if any, properly designated by such Beneficiary)and paid. Concurrently with the closing of the transaction of purchase and sale contemplated by the Exchange Right, such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary Non-Affiliated Holder shall be considered and deemed for all purposes to be the holder of the Parent Common Shares delivered to it pursuant to the Exchange Right.

Delivery of Parent Common Shares; Effect of Exercise. Promptly Promptly, and as soon as reasonably practicable after receipt of the certificates representing the Exchangeable Non-Voting Shares which the Beneficiary Shareholder desires the Parent to purchase under the Insolvency Exchange Right, together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Insolvency Exchange Right (and payment of taxes, if any, payable as contemplated by section 5.8 or evidence thereof), duly endorsed for transfer to the Parent, the Agent Parent shall notify Parent and Exchangeco of its immediately thereafter upon receipt of the same, which such notice to Parent and Exchangeco shall constitute exercise of the Exchange Right by the Agent on behalf of the holder of such Exchangeable Shares, and Parent shall promptly thereafter deliver or cause to be delivered to the Agent, for delivery to the Beneficiary Shareholder of such Exchangeable Non-Voting Shares (or to such other persons, if any, properly designated by such Beneficiary) Shareholder), the certificates for the number of Parent Common Shares issuable deliverable in connection with the exercise of the Insolvency Exchange Right, which shares shall be duly issued as fully paid and on the applicable payment date cheques non-assessable and shall be free and clear of any lien, claim or encumbrance, and checks for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant therefor. The Parent may instruct the Trustee to section 5.13); provided, however, that no such use the Trust Shares it holds for delivery shall be made unless and until the Beneficiary requesting the same shall have paid the taxes (or provided evidence satisfactory to the AgentShareholder under the previous sentence. The Parent shall, Exchangeco and Parent immediately upon receipt of such certificates representing the payment Exchangeable Non-Voting Shares from the Shareholder, deliver the certificates to the registered office of the taxes, if any, payable) as contemplated by section 5.8 of this AgreementMergeco for cancellation. Immediately upon the giving of notice by the Agent Shareholder to the Parent and Exchangeco of the exercise of the Insolvency Exchange Right Right, as provided in this section 5.6Section 4.5, the closing of the transaction of purchase and sale contemplated by the Insolvency Exchange Right shall be deemed to have occurred occurred, and the holder Shareholder of such Exchangeable Non-Voting Shares shall be deemed to have transferred to the Parent all of such holder's its right, title and interest in and to such Exchangeable Non-Voting Shares and the related interest in the Special Voting Share and the benefit of the Support Agreement and shall cease to be a holder Shareholder of such Exchangeable Non-Voting Shares and shall not be entitled to exercise any of the rights of a holder Shareholder in respect thereof, other than the right to receive his proportionate part of the total purchase price therefor, unless the requisite number of Parent Common Shares (together with a check for the balance, if any, of the total purchase price therefor) is not allotted, issued and delivered by the Parent to the Agent such Shareholder (or to such other persons, if any, properly designated by such Shareholder), within five (5) Business Days of the date of the giving of such notice by the AgentShareholder, in which case the rights of the Beneficiary Shareholder shall remain unaffected until such Parent Common Shares are so allotted, issued and delivered by Parent. Upon delivery by the Parent to the Agent of and any such Parent Common Shares, the Agent shall deliver such Parent Common Shares to such Beneficiary (or to such other persons, if any, properly designated by such Beneficiary)check is so delivered and paid. Concurrently with such Beneficiary Shareholder ceasing to be a holder Shareholder of Exchangeable Non-Voting Shares, the Beneficiary Shareholder shall be considered and deemed for all purposes to be the holder of Parent Common Shares delivered to it pursuant to the Insolvency Exchange Right.

Delivery of Parent Common Shares; Effect of Exercise. Promptly after receipt of the certificates representing the Exchangeable Shares which the Beneficiary desires Parent Dutchco to purchase under the Exchange Right, Right together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Right (and payment of taxes, if any, payable as contemplated by section 5.8 or evidence thereof), duly endorsed for transfer to Dutchco, the Trustee shall notify the Parent, Dutchco and the Agent shall notify Parent and Exchangeco Corporation of its receipt of the same, which notice to Parent the Parent, Dutchco and Exchangeco the Corporation shall constitute exercise of the Exchange Right by the Agent Trustee on behalf of the holder of such Exchangeable Shares, and Parent Dutchco shall promptly immediately thereafter deliver or cause to be delivered to the AgentTrustee, for delivery to the Beneficiary of such Exchangeable Shares (or to such other persons, if any, properly designated by such Beneficiary) ), the certificates for the number of Parent Common Shares issuable deliverable in connection with the exercise of the Exchange Right, which shares shall be duly issued as fully paid and on the applicable payment date non-assessable and shall be free and clear of any lien, claim or encumbrance, and cheques for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to section 5.13); provided, however, that no such delivery shall be made unless and until the Beneficiary requesting the same shall have paid the taxes (or provided evidence satisfactory to the Agent, Exchangeco and Parent of the payment of the taxes, if any, payable) as contemplated by section 5.8 of this Agreementtherefor. Immediately upon the giving of notice by the Agent Trustee to Parent the Parent, Dutchco and Exchangeco the Corporation of the exercise of the Exchange Right Right, as provided in this section 5.6, the closing of the transaction of purchase and sale contemplated by the Exchange Right shall be deemed to have occurred occurred, and the holder Beneficiary of such Exchangeable Shares shall be deemed to have transferred to Parent Dutchco all of such holder's its right, title and interest in and to such Exchangeable Shares and in the related interest in the Special Voting Share and the benefit of the Support Agreement Trust Estate and shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his such Beneficiary's proportionate part of the total purchase price therefor, unless the requisite number of Parent Common Shares (together with a cheque for the balance, if any, of the total purchase price therefor) is not allotted, issued and delivered by Parent Dutchco to the Agent Trustee, for delivery to such Beneficiary (or to such other persons, if any, properly designated by such Beneficiary), within five Business Days of the date of the giving of such notice by the AgentTrustee, in which case the rights of the Beneficiary shall remain unaffected until such Parent Common Shares are so allotted, issued and delivered by Parent. Upon delivery by Parent to the Agent of Dutchco and any such Parent Common Shares, the Agent shall deliver such Parent Common Shares to such Beneficiary (or to such other persons, if any, properly designated by such Beneficiary)cheque is so delivered and paid. Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be the holder of the Parent Common Shares to be delivered to it pursuant to the Exchange Right.. 5.7

Delivery of Parent Common Shares; Effect of Exercise. Promptly after receipt of the certificates representing the Exchangeable Shares which the Beneficiary desires Parent Dutchco to purchase under the Exchange Right, Right together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Right (and payment of taxes, if any, payable as contemplated by section 5.8 or evidence thereof), duly endorsed for transfer to Dutchco, the Trustee shall notify the Parent, Dutchco and the Agent shall notify Parent and Exchangeco Corporation of its receipt of the same, which notice to Parent the Parent, Dutchco and Exchangeco the Corporation shall constitute exercise of the Exchange Right by the Agent Trustee on behalf of the holder of such Exchangeable Shares, and Parent Dutchco shall promptly immediately thereafter deliver or cause to be delivered to the AgentTrustee, for delivery to the Beneficiary of such Exchangeable Shares (or to such other persons, if any, properly designated by such Beneficiary) ), the certificates for the number of Parent Common Shares issuable deliverable in connection with the exercise of the Exchange Right, which shares shall be duly issued as fully paid and on the applicable payment date non-assessable and shall be free and clear of any lien, claim or encumbrance, and cheques for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to section 5.13); provided, however, that no such delivery shall be made unless and until the Beneficiary requesting the same shall have paid the taxes (or provided evidence satisfactory to the Agent, Exchangeco and Parent of the payment of the taxes, if any, payable) as contemplated by section 5.8 of this Agreementtherefor. Immediately upon the giving of notice by the Agent Trustee to Parent the Parent, Dutchco and Exchangeco the Corporation of the exercise of the Exchange Right Right, as provided in this section 5.6, the closing of the transaction of purchase and sale contemplated by the Exchange Right shall be deemed to have occurred occurred, and the holder Beneficiary of such Exchangeable Shares shall be deemed to have transferred to Parent Dutchco all of such holder's its right, title and interest in and to such Exchangeable Shares and in the related interest in the Special Voting Share and the benefit of the Support Agreement Trust Estate and shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his such Beneficiary's proportionate part of the total purchase price therefor, unless the requisite number of Parent Common Shares (together with a cheque for the balance, if any, of the total purchase price therefor) is not allotted, issued and delivered by Parent Dutchco to the Agent Trustee, for delivery to such Beneficiary (or to such other persons, if any, properly designated by such Beneficiary), within five Business Days of the date of the giving of such notice by the AgentTrustee, in which case the rights of the Beneficiary shall remain unaffected until such Parent Common Shares are so allotted, issued and delivered by Parent. Upon delivery by Parent to the Agent of Dutchco and any such Parent Common Shares, the Agent shall deliver such Parent Common Shares to such Beneficiary (or to such other persons, if any, properly designated by such Beneficiary)cheque is so delivered and paid. Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be the holder of the Parent Common Shares to be delivered to it pursuant to the Exchange Right.

Delivery of Parent Common Shares; Effect of Exercise. Promptly after receipt of the certificates representing the Exchangeable Shares which the Voting Trust Beneficiary desires the Parent to purchase under the Insolvency Exchange Right, together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Insolvency Exchange Right (and payment of taxes, if any, payable as contemplated by section 5.8 or evidence thereof), duly endorsed for transfer to the Parent, the Agent Voting Trustee shall notify the Parent and Exchangeco of its receipt of the same, which notice to the Parent and Exchangeco shall constitute exercise of the Insolvency Exchange Right by the Agent Voting Trustee on behalf of the holder of such Exchangeable Shares, and the Parent shall promptly thereafter deliver or cause to be delivered to the AgentVoting Trustee, for delivery to the Voting Trust Beneficiary of such Exchangeable Shares (or to such other persons, if any, properly designated by such Voting Trust Beneficiary) the number of Parent Common Shares issuable in connection with the exercise of the Insolvency Exchange Right, and on the applicable payment date cheques for the balance, if any, of the total purchase price therefor therefore without interest (but less any amounts withheld pursuant to section 5.135.14); provided, however, that no such delivery shall be made unless and until the Voting Trust Beneficiary requesting the same shall have paid the taxes (or provided evidence satisfactory to the AgentVoting Trustee, Exchangeco and the Parent of the payment of of) the taxes, taxes (if any, payable) payable as contemplated by section 5.8 of this Agreement. Immediately upon the giving of notice by the Agent Voting Trustee to the Parent and Exchangeco of the exercise of the Insolvency Exchange Right as provided in this section 5.6, the closing of the transaction of purchase and sale contemplated by the Insolvency Exchange Right shall be deemed to have occurred and the holder of such Exchangeable Shares shall be deemed to have transferred to the Parent all of such holder's ’s right, title and interest in and to such Exchangeable Shares and the related interest in the Special Voting Share and the benefit of the Support Agreement Trust Estate and shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price therefortherefore, unless the requisite number of Parent Common Shares purchase price is not allotted, issued and delivered by the Parent to the Agent Voting Trustee within five (5) Business Days of the date of the giving of such notice by the AgentVoting Trustee, in which case the rights of the Voting Trust Beneficiary shall remain unaffected until such Parent Common Shares are the purchase price is so allotted, issued and delivered by the Parent. Upon delivery by the Parent to the Agent Voting Trustee of such Parent Common Sharespurchase price, the Agent Voting Trustee shall deliver such Parent Common Shares purchase price to such Voting Trust Beneficiary (or to such other personsperson, if any, properly designated by such Voting Trust Beneficiary). Concurrently with such Voting Trust Beneficiary ceasing to be a holder of Exchangeable Shares, the Voting Trust Beneficiary shall be considered and deemed for all purposes to be the holder of the Parent Common Shares delivered to it pursuant to the Insolvency Exchange Right.

Delivery of Parent Common Shares; Effect of Exercise. Promptly Promptly, and as soon as reasonably practicable after receipt of the certificates representing the Exchangeable Retracted Shares which the Beneficiary Parent desires Parent to purchase under the Exchange Rightpurchase, together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Right (and payment of taxes, if any, payable as contemplated by section 5.8 or evidence thereof), duly endorsed for transfer to the Parent, the Agent Parent shall notify Parent and Exchangeco of its immediately thereafter upon receipt of the same, which notice to Parent and Exchangeco shall constitute exercise of the Exchange Right by the Agent on behalf of the holder of such Exchangeable Shares, and Parent shall promptly thereafter certificates deliver or cause to be delivered to the Agent, Shareholder the certificates for delivery to the Beneficiary of such Exchangeable Shares (or to such other persons, if any, properly designated by such Beneficiary) the number of Parent Common Shares issuable deliverable in connection with the exercise of the Exchange RightRight to Purchase, which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance, and on the applicable payment date cheques checks for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant therefor. The Parent may instruct the Trustee to section 5.13); provided, however, that no such use the Trust Shares it holds for delivery shall be made unless and until the Beneficiary requesting the same shall have paid the taxes (or provided evidence satisfactory to the AgentShareholder under the previous sentence. The Parent shall, Exchangeco and Parent immediately upon receipt of such certificates representing the Retracted Shares from the Shareholder, deliver the certificates to the registered office of the payment of the taxes, if any, payable) as contemplated by section 5.8 of this AgreementPurchaser for cancellation. Immediately upon the giving of notice by the Agent Parent to Parent and Exchangeco the Shareholder of the exercise of the Exchange Right to Purchase, as provided in this section 5.6Section 5.5, the closing of the transaction of purchase and sale contemplated by the Exchange Right to Purchase shall be deemed to have occurred occurred, and the holder Shareholder of such Exchangeable Retracted Shares shall be deemed to have transferred to the Parent all of such holder's its right, title and interest in and to such Exchangeable Retracted Shares and the related interest in the Special Voting Share and the benefit of the Support Agreement and shall cease to be a holder Shareholder of such Exchangeable Retracted Shares and shall not be entitled to exercise any of the rights of a holder Shareholder in respect thereof, other than the right to receive his proportionate part of the total purchase price therefor, unless the requisite number of Parent Common Shares (together with a check for the balance, if any, of the total purchase price therefor) is not allotted, issued and delivered by the Parent to the Agent such Shareholder (or to such other persons, if any, properly designated by such Shareholder), within five (5) Business Days of the date of the giving of such notice by the AgentShareholder, in which case the rights of the Beneficiary Shareholder shall remain unaffected until such Parent Common Shares are so allotted, issued and delivered by Parent. Upon delivery by the Parent to the Agent of and any such Parent Common Shares, the Agent shall deliver such Parent Common Shares to such Beneficiary (or to such other persons, if any, properly designated by such Beneficiary). Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered check is so delivered and deemed for all purposes to be the holder of Parent Common Shares delivered to it pursuant to the Exchange Rightpaid.

Delivery of Parent Common Shares; Effect of Exercise. Promptly Within ten (10) Business Days after receipt of the certificates representing the Exchangeable Shares which the Beneficiary Exchangeable Shareholder desires Parent to purchase under the Exchange Right, together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Right (and payment of taxes, if any, payable as contemplated by section 5.8 3.7 or evidence thereof), duly endorsed for transfer to Parent, the Agent shall notify Parent and Exchangeco of its receipt of the same, which notice to Parent and Exchangeco shall constitute exercise of the Exchange Right by the Agent on behalf of the holder of such Exchangeable Shares, and Parent shall promptly thereafter deliver or cause to be delivered to the Agent, for delivery to the Beneficiary of Exchangeable Shareholder such Exchangeable Shares (or to such other personsPersons, if any, properly designated by such BeneficiaryExchangeable Shareholder) the number of Parent Common Shares issuable in connection with the exercise of the Exchange Right, and on the applicable payment date cheques for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to section 5.133.13); provided, however, that no such delivery shall be made unless and until the Beneficiary Exchangeable Shareholder requesting the same shall have paid the taxes (or provided evidence satisfactory to the Agent, Exchangeco Corporation and Parent of the payment of of) the taxes, taxes (if any, payable) payable as contemplated by section 5.8 3.7 of this Agreementexchange agreement. Immediately upon the giving of notice by the Agent Exchangeable Shareholder to Parent and Exchangeco the Corporation of the exercise of the Exchange Right as provided in this section 5.63.5, the closing of the transaction of purchase and sale contemplated by the Exchange Right shall be deemed to have occurred and the holder of such Exchangeable Shares shall be deemed to have transferred to Parent all of such holder's ’s right, title and interest in and to such Exchangeable Shares and the related interest in the Special Voting Share and the benefit of the Support Agreement and shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price thereforfor those Exchangeable Shares (together with a cheque for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to section 3.12)), unless the requisite number of Parent Common Shares is not allotted, issued and delivered by Parent to the Agent Exchangeable Shareholder within five ten Business Days of the date of the giving of such notice by the AgentExchangeable Shareholder and cheque for the balance, if any, of the total purchase price for such Exchangeable Shares is not issued and delivered to the Exchangeable Shareholder on the applicable payment date, in which case the rights of the Beneficiary Exchangeable Shareholder shall remain unaffected until such Parent Common Shares are so allotted, issued and delivered by Parent and any such cheque is issued and delivered by Parent. Upon delivery by Parent to the Agent of such Parent Common Shares, the Agent shall deliver such Parent Common Shares to such Beneficiary (or to such other persons, if any, properly designated by such Beneficiary). Concurrently with such Beneficiary the Exchangeable Shareholder ceasing to be a holder of Exchangeable Shares, the Beneficiary Exchangeable Shareholder shall be considered and deemed for all purposes to be the holder of the Parent Common Shares delivered to it pursuant to the Exchange Right.