Exercise Instructions. Subject to the terms and conditions herein set forth, a Third Party TEC Common Shareholder or Optionholder shall be entitled to exercise the Rights with respect to all or any part of the Third Party TEC Common Shares or Vested Options, as applicable, registered in the name of such Third Party TEC Common Shareholder or Optionholder. To exercise the Rights, the Third Party TEC Common Shareholder or Optionholder shall deliver to TRC, by personal delivery or express courier, at its principal office in Calgary, Alberta or at such other places in Canada or the United States that TRC may from time to time designate by written notice to the Third Party TEC Common Shareholder or Optionholder (a) the certificates representing the Third Party TEC Common Shares or the agreement representing the Vested Options, as applicable, which such Third Party TEC Common Shareholder or Optionholder, desires TRC to exchange, duly endorsed in blank for transfer or accompanied by a duly executed stock power with respect to the Third Party TEC Common Shares, and an assignment and cancellation agreement in form and substance satisfactory to TRC, with respect to the Vested Options, and such additional documents and instruments as TRC may reasonably require, (b) with respect to the Vested Options, the exercise price with respect to each such Vested Option, in a form or payment acceptable to TRC, and (c) a duly completed notice of exercise of the Rights stating (i) that the Third Party TEC Common Shareholder or Optionholder thereby exercises the Rights so as to require TRC to exchange the number of Third Party TEC Common Shares or Vested Options, as applicable, specified therein, (ii) that such Third Party TEC Common Shareholder or Optionholder has good title to and owns all such Third Party TEC Common Shares or Vested Options, as applicable, to be acquired by TRC free and clear of all liens, claims and encumbrances (other than with respect to the Vested Options, any lien, claim or encumbrance relating to the Stock Award Loan Program) and that such Third Party TEC Shareholder or Optionholder is or is not (as applicable) a non-resident of Canada for the purposes of the Tax Act, (iii) the names in which the certificates representing the shares of TRC Common Stock issuable in connection with the exercise of the Rights are to be issued, and (iv) the names and addresses of the person to whom such new certificates should be delivered, and (d) payment (or evidence satisfactory to TRC of payment) of the taxes (if any) payable as contemplated by Section 2.7 of this Agreement. If only a part of the Third Party TEC Common Shares or Vested Options represented by any certificate or certificates, or agreement or agreements, delivered to TRC are to he exchanged by TRC under the Rights, a new certificate or agreement for the balance of such Third Party TEC, Common Shares or Vested Options shall be issued to the holder at the expense of TEC. If such Third Party TEC Common Shareholder or Optionholder is a non-resident of Canada for the purposes of the Tax Act, then to exercise the Rights, the Third Party TEC Common Shareholder or Optionholder must deliver, together with the certificates and the notice to exercise, cash in an amount equal to 25% of the fair market value of the shares of TRC Common Stock issuable in connection with the exercise of such Rights, or a certificate issued to the non-resident under subsection 116(2) of the Tax Act in respect of the exercise of such Rights (a “Clearance Certificate”) and cash in an amount equal to 25% of the amount, if any, by which the fair market value of the shares of TRC Common Stock issuable in connection with the exercise of such Rights exceeds the “certificate limit”, as defined in subsection 116(2) of the Tax Act, fixed in such Clearance Certificate. If the Exchange Right, is being exercised in relation to a Third Party Offer, the exercise notice shall specify the particulars of such offer including the closing date of same and whether the offer is a Tag Along Offer, Control Tag Along Offer or is related to a Drag Along Notice. The notice may require that such exchange not be completed except concurrently with the completion of the purchase and sale contemplated by such offer, provided that if such purchase and sale is not completed, the notice to exercise shall be deemed to be revoked and any shares or TRC Common Stock issued shall be cancelled and returned to treasury.
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Exercise Instructions. Subject to the terms and conditions herein set forth, a Third Party TEC Common Shareholder or Optionholder shall be entitled to exercise the Rights with respect to all or any part of the Third Party TEC Common Shares or Vested Options, as applicable, registered in the name of such Third Party TEC Common Shareholder or Optionholder. To exercise the Rights, the Third Party TEC Common Shareholder or Optionholder shall deliver to TRC, by personal delivery or express courier, at its principal office in Calgary, Alberta or at such other places in Canada or the United States that TRC may from time to time designate by written notice to the Third Party TEC Common Shareholder or Optionholder (a) the certificates representing the Third Party TEC Common Shares or the agreement representing the Vested Options, as applicable, which such Third Party TEC Common Shareholder or Optionholder, desires TRC to exchange, duly endorsed in blank for transfer or accompanied by a duly executed stock power with respect to the Third Party TEC Common Shares, and an assignment and cancellation agreement in form and substance satisfactory to TRC, with respect to the Vested Options, and such additional documents and instruments as TRC may reasonably require, (b) with respect to the Vested Options, the exercise price with respect to each such Vested Option, in a form or of payment acceptable to TRC, and (c) a duly completed notice of exercise of the Rights stating (i) that the Third Party TEC Common Shareholder or Optionholder thereby exercises the Rights so as to require TRC to exchange the number of Third Party TEC Common Shares or Vested Options, as applicable, specified therein, (ii) that such Third Party TEC Common Shareholder or Optionholder has good title to and owns all such Third Party TEC Common Shares or Vested Options, as applicable, to be acquired by TRC free and clear of all liens, claims and encumbrances (other than with respect to the Vested Options, any lien, claim or encumbrance relating to the Stock Award Loan Program) and that such Third Party TEC Shareholder or Optionholder is or is not (as applicable) a non-resident of Canada for the purposes of the Tax Act, (iii) the names in which the certificates representing the shares of TRC Common Stock issuable in connection with the exercise of the Rights are to be issued, and (iv) the names and addresses of the person to whom such new certificates should be delivered, and (d) payment (or evidence satisfactory to TRC of payment) of the taxes (if any) payable as contemplated by Section 2.7 of this Agreement. If only a part of the Third Party TEC Common Shares or Vested Options represented by any certificate or certificates, or agreement or agreements, delivered to TRC are to he be exchanged by TRC under the Rights, a new certificate or agreement for the balance of such Third Party TEC, TEC Common Shares or Vested Options shall be issued to the holder at the expense of TEC. If such Third Party TEC Common Shareholder or Optionholder is a non-resident of Canada for the purposes of the Tax Act, then to exercise the Rights, the Third Party TEC Common Shareholder or Optionholder must deliver, together with the certificates and the notice to exercise, cash in an amount equal to 25% of the fair market value of the shares of TRC Common Stock issuable in connection with the exercise of such Rights, or a certificate issued to the non-resident under subsection 116(2) of the Tax Act in respect of the exercise of such Rights (a “Clearance Certificate”) and cash in an amount equal to 25% of the amount, if any, by which the fair market value of the shares of TRC Common Stock issuable in connection with the exercise of such Rights exceeds the “certificate limit”, as defined in subsection 116(2) of the Tax Act, fixed in such Clearance Certificate. If the Exchange Right, is being exercised in relation to a Third Party Offer, the exercise notice shall specify the particulars of such offer including the closing date of same and whether the offer is a Tag Along Offer, Control Tag Along Offer or is related to a Drag Along Notice. The notice may require that such exchange not be completed except concurrently with the completion of the purchase and sale contemplated by such offer, provided that if such purchase and sale is not completed, the notice to exercise shall be deemed to be revoked and any shares or of TRC Common Stock issued shall be cancelled and returned to treasury.
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