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

Delivery of Parent Common Stock; Effect of Exercise. Promptly after the 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 Trustee shall notify Parent and Canadian Sub of its receipt of the same, which notice to Parent and Canadian Sub shall constitute exercise of the Exchange Right by the Trustee on behalf of the holder of such Exchangeable Shares, and Parent shall promptly thereafter deliver or cause to be delivered to the Trustee, for delivery to the Beneficiary of such Exchangeable Shares (or to such other persons, if any, properly designated by such Beneficiary) the number of shares of Parent Common Stock 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 (less any amounts withheld pursuant to Section 5.12); provided, however, that no such delivery shall be made unless and until the Beneficiary requesting the same shall have paid (or provided evidence satisfactory to the Trustee, Canadian Sub and Parent of the payment of) the taxes (if any) payable as contemplated by Section 5.8. Immediately upon the giving of notice by the Trustee to Parent and Canadian Sub 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 Trust Estate free and clear of any lien, claim or encumbrance 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 shares of Parent Common Stock is not allotted, issued and delivered by Parent to the Trustee within five Business Days of the date of the giving of such notice by the Trustee or the balance of the purchase price, if any, is not paid by Parent on the applicable payment date therefor, in which case the rights of the Beneficiary shall remain unaffected until such shares of Parent Common Stock are so allotted, issued and delivered, and the balance of the purchase price, if any, has been paid, by Parent. Upon delivery by Parent to the Trustee of such shares of Parent Common Stock, and the balance of the purchase price, if any, the Trustee shall deliver shares of Parent Common Stock 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 the shares of Parent Common Stock delivered to it pursuant to the Exchange Right.

Delivery of Parent Common Stock; Effect of Exercise. Promptly after the receipt of the certificates representing the Exchangeable Shares which that a Non-Affiliated Holder desires the Beneficiary desires 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 taxes payable as contemplated by Section 5.8 5.8, if any, or evidence thereof), duly endorsed for transfer to the Parent, the Trustee shall notify the Parent and Canadian Sub the Corporation of its receipt of the same, which notice to the Parent and Canadian Sub the Corporation shall constitute exercise of the Exchange Right by the Trustee on behalf of the holder of such Exchangeable Shares, and the Parent shall promptly immediately thereafter deliver or cause to be delivered to the Trustee, 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 shares of Parent Common Stock 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 (less any amounts withheld pursuant to Section 5.12)therefor; provided, however, that no such delivery shall be made unless and until the Beneficiary Non-Affiliated Holder requesting the same shall have paid (or provided evidence satisfactory to the Trustee, Canadian Sub the Corporation and the Parent of the payment of) the taxes (if any) payable as contemplated by Section 5.85.8 of this trust agreement. Immediately upon the giving of notice by the Trustee to the Parent and Canadian Sub the Corporation of the exercise of the Exchange Right Right, as provided in this Section 5.6, the closing 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 all of such holder’s its right, title and interest in and to such Exchangeable Shares and the related interest in the Trust Estate free and clear of any lien, claim or encumbrance 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 its proportionate part of the total purchase price therefor, unless the requisite number of shares of Parent Common Stock is not allotted, issued and delivered by Parent to (together with a cheque for the Trustee within five Business Days of the date of the giving of such notice by the Trustee or the balance of the purchase pricebalance, if any, of the total purchase price therefor) is not paid delivered by Parent on the applicable payment date therefor, in which case the rights of the Beneficiary shall remain unaffected until such shares of Parent Common Stock are so allotted, issued and delivered, and the balance of the purchase price, if any, has been paid, by Parent. Upon delivery by Parent to the Trustee of such shares of Parent Common StockTrustee, and the balance of the purchase price, if any, the Trustee shall deliver shares of Parent Common Stock for delivery to such Beneficiary Non-Affiliated Holder (or to such other persons, if any, properly designated by such BeneficiaryNon-Affiliated Holder), within three Business Days of the date of the giving of such notice by the Trustee, in which case the rights of the Non-Affiliated Holder shall remain unaffected until such shares of Parent Common Stock are so delivered by the Parent and any such cheque is so delivered 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 shares of Parent Common Stock delivered to it pursuant to the Exchange Right.

Delivery of Parent Common Stock; Effect of Exercise. Promptly after the receipt of the certificates representing the Exchangeable Shares which that a Non-Affiliated Holder desires the Beneficiary desires Parent or Smithfield Sub 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), Right) duly endorsed for transfer to Parentthe Parent or Smithfield Sub, the Trustee shall notify the Parent and Canadian Sub the Corporation of its receipt of the same, which notice to the Parent and Canadian Sub the Corporation shall constitute exercise of the Exchange Right by the Trustee on behalf of the holder of such Exchangeable Shares, and the Parent shall promptly immediately thereafter deliver or cause Smithfield Sub to be delivered deliver to the Trustee, 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 shares of Parent Common Stock 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 therefor, without interest (less any amounts withheld pursuant to Section 5.12)interest; provided, however, that no such delivery shall be made unless and until the Beneficiary Non-Affiliated Holder requesting the same shall have paid (or provided evidence satisfactory to the Trustee, Canadian Sub the Corporation and the Parent of the payment of) the taxes (if any) payable as contemplated by Section 5.8section 5.8 of this trust agreement. Immediately upon the giving of notice by the Trustee to the Parent and Canadian Sub the Corporation 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 Smithfield Sub) all of such holder’s its right, title and interest in and to such Exchangeable Shares and the related interest in the Trust Estate free and clear of any lien, claim or encumbrance 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 its proportionate part of the total purchase price therefor, unless the requisite number of shares of Parent Common Stock (together with a cheque for the balance, if any, of the total purchase price therefor, without interest) is not allotted, issued and delivered by the Parent or Smithfield Sub to the Trustee 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 Trustee or the balance of the purchase price, if any, is not paid by Parent on the applicable payment date thereforTrustee, in which case the rights of the Beneficiary Non-Affiliated Holder shall remain unaffected until such shares of Parent Common Stock are so allotted, issued delivered and delivered, any such cheque is so delivered and the balance of the purchase price, if any, has been paid, by Parent. Upon delivery by Parent to the Trustee of such shares of Parent Common Stock, and the balance of the purchase price, if any, the Trustee shall deliver shares of Parent Common Stock to such Beneficiary (or to such other persons, if any, properly designated by such Beneficiary). 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 shares of Parent Common Stock delivered to it pursuant to the Exchange Right.

Delivery of Parent Common Stock; Effect of Exercise. Promptly after the receipt of the certificates representing the Exchangeable Shares which that a Non-Affiliated Holder desires the Beneficiary desires 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 taxes payable as contemplated by Section section 5.8 hereof, if any, or evidence thereof), duly endorsed for transfer to the Parent, the Trustee shall notify the Parent and Canadian Sub the Corporation of its receipt of the same, which notice to the Parent and Canadian Sub the Corporation shall constitute exercise of the Exchange Right by the Trustee on behalf of the holder of such Exchangeable Shares, and the Parent shall promptly thereafter deliver or cause to be delivered to the Trustee, 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 shares of Parent Common Stock 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 created by the Parent or arising from acts or omissions of the Parent) and on the applicable payment date cheques a cheque for the balance, if any, of the total purchase price therefor without interest (less any amounts withheld pursuant to Section 5.12)therefor; provided, however, however that no such delivery shall be made unless and until the Beneficiary Non-Affiliated Holder requesting the same shall have paid (or provided evidence satisfactory to the Trustee, Canadian Sub the Corporation and the Parent of the payment of) the taxes (if any) payable as contemplated by Section 5.8section 5.8 hereof. Immediately upon the giving of notice by the Trustee to the Parent and Canadian Sub the Corporation 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 all of such holder’s its right, title and interest in and to such Exchangeable Shares and the related interest in the Trust Estate free and clear of any lien, claim or encumbrance 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 its proportionate part of the total purchase price therefor, unless the requisite number of shares of Parent Common Stock (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 Trustee 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 Trustee or the balance of the purchase price, if any, is not paid by Parent on the applicable payment date thereforTrustee, in which case the rights of the Beneficiary to such Non-Affiliated Holder shall remain unaffected until such shares of Parent Common Stock are so allotted, issued delivered by the Parent and delivered, any such cheque is so delivered and the balance of the purchase price, if any, has been paid, by Parent. Upon delivery by Parent to the Trustee of such shares of Parent Common Stock, and the balance of the purchase price, if any, the Trustee shall deliver shares of Parent Common Stock to such Beneficiary (or to such other persons, if any, properly designated by such Beneficiary). 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 shares of Parent Common Stock delivered to it pursuant to the Exchange Right.

Delivery of Parent Common Stock; Effect of Exercise. Promptly after the receipt of the certificates representing the Exchangeable Preferred Shares which that a Non-Affiliated Holder desires the Beneficiary desires Parent or VM Sub 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), Right) duly endorsed for transfer to Parentthe Parent or VM Sub, the Trustee shall notify the Parent and Canadian Sub the Corporation of its receipt of the same, which notice to the Parent and Canadian Sub the Corporation shall constitute exercise of the Exchange Right by the Trustee on behalf of the holder of such Exchangeable Preferred Shares, and the Parent shall promptly immediately thereafter deliver or cause VM Sub to be delivered deliver to the Trustee, for delivery to the Beneficiary Non-Affiliated Holder of such Exchangeable Preferred Shares (or to such other persons, if any, properly designated by such Beneficiary) Non-Affiliated Holder), a certificate for the number of shares of Parent Common Stock 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 therefor, without interest (less any amounts withheld pursuant to Section 5.12)interest; provided, however, that no such delivery shall be made unless and until the Beneficiary Non-Affiliated Holder requesting the same shall have paid (or provided evidence satisfactory to the Trustee, Canadian Sub the Corporation and the Parent of the payment of) the taxes (if any) payable as contemplated by Section 5.8section 5.8 of this agreement. Immediately upon the giving of notice by the Trustee to the Parent and Canadian Sub the Corporation 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 Preferred Shares shall be deemed to have transferred to the Parent (or, at the Parent's option, to VM Sub) all of such holder’s its right, title and interest in and to such Exchangeable Preferred Shares and the related interest in the Trust Estate free and clear of any lien, claim or encumbrance 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 its proportionate part of the total purchase price therefor, unless the requisite number of shares of Parent Common Stock (together with a cheque for the balance, if any, of the total purchase price therefor, without interest) is not allotted, issued and delivered by the Parent or VM Sub to the Trustee 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 Trustee or the balance of the purchase price, if any, is not paid by Parent on the applicable payment date thereforTrustee, in which case the rights of the Beneficiary Non-Affiliated Holder shall remain unaffected until such shares of Parent Common Stock are so allotted, issued and delivered, delivered and the balance of the purchase price, if any, has been any such cheque is so delivered and paid, by Parent. Upon delivery by Parent to the Trustee of such shares of Parent Common Stock, and the balance of the purchase price, if any, the Trustee shall deliver shares of Parent Common Stock to such Beneficiary (or to such other persons, if any, properly designated by such Beneficiary). 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 shares of Parent Common Stock delivered to it pursuant to the Exchange Right.