Common use of Exercise of Exchange Right Subsequent to Retraction Clause in Contracts

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has exercised its right under section 5 of the Share Provisions to require the Corporation to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”) and is notified by the Corporation pursuant to section 5.7 of the Share Provisions that the Corporation will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that PureRay Holdings shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to the Corporation pursuant to section 5.1 of the Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that the Corporation is unable to redeem. In any such event, the Corporation hereby agrees with the Trustee and in favour of the Beneficiary promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to the Corporation or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to section 5.1 of the Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that the Corporation is not permitted to redeem and will require PureRay Holdings to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary has any Sellers have exercised its their right under section 5 Article 6 of the Share Provisions Articles of Incorporation of Newco to require the Corporation Newco to redeem any or all of the Newco Exchangeable Shares held by the Beneficiary Sellers (the “"Retracted Shares”"), provided that Xxxxxx shall not have exercised the Retraction Call Right (as hereinafter defined) with respect to the Retracted Shares, and is Sellers are notified by the Corporation Newco pursuant to section 5.7 Section 6.6 of the Share Provisions Articles of Incorporation of Newco that the Corporation Newco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that PureRay Holdings shall not have exercised the Retraction Call Right with respect Newco hereby agrees to immediately notify Xxxxxx of such prohibition against Newco redeeming all of the Retracted Shares and that the Beneficiary has not revoked the retraction request to immediately forward or cause to be forwarded to Xxxxxx all relevant materials delivered by Sellers to Newco (including, without limitation, a copy of the Beneficiary to the Corporation Retraction Request delivered pursuant to section 5.1 Section 6.1 of the Share ProvisionsArticles of Incorporation of Newco) in connection with such requested retraction of the Retracted Shares. In any such event, the retraction request Retraction Request will constitute and will be deemed to constitute notice from the Beneficiary Sellers to the Trustee instructing the Trustee to exercise Xxxxxx that Sellers are exercising the Exchange Right with respect to those Retracted Shares that the Corporation is unable to redeem. In any such event, the Corporation hereby agrees with the Trustee and in favour of the Beneficiary promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to the Corporation or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to section 5.1 of the Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that the Corporation which Newco is not permitted to redeem redeem, and will require PureRay Holdings Xxxxxx agrees to purchase such shares Retracted Shares in accordance with the provisions of this Article 5Section 1.1.3.

Exercise of Exchange Right Subsequent to Retraction. In the event --------------------------------------------------- that a Beneficiary Holder has exercised its right under section Article 5 of the Exchangeable Share Provisions to require the Corporation to redeem any or all of the Exchangeable Shares held by the Beneficiary Holder (the “"Retracted Shares”") and is notified by the Corporation pursuant to section 5.7 5.6 of the Exchangeable Share Provisions that the Corporation will is not be permitted as a result of solvency requirements of applicable law to redeem all of such Retracted Shares, and provided that PureRay Holdings Entrust shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to the Corporation pursuant to section 5.1 of the Share ProvisionsShares, the retraction request will shall constitute and will shall be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to an exercise of the Exchange Right with respect to those Retracted Shares that the Corporation is unable to redeem. In any such event, the Corporation hereby agrees with the Trustee and in favour Holder immediately to notify Entrust of such prohibition against the Corporation redeeming all of the Beneficiary promptly Retracted Shares and immediately to forward or cause to be forwarded to the Trustee Entrust all relevant materials delivered by the Beneficiary Holder to the Corporation or to the transfer agent of the Exchangeable Shares (including without limitation, limitation a copy of the retraction request delivered pursuant to section 5.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will Entrust shall thereupon exercise the Exchange Right with respect to purchase the Retracted Shares that the Corporation is not permitted to redeem and will require PureRay Holdings to purchase such shares in accordance with the provisions of this Article 52.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Shareholder has exercised its right under section 5 Article 4 of the Exchangeable Share Provisions to require the Corporation TIS to redeem any or all of the Exchangeable Shares held by the Beneficiary Shareholder (the “Retracted Shares”"RETRACTED SHARES") and is notified by the Corporation TIS pursuant to section 5.7 Section 4.6 of the Exchangeable Share Provisions that the Corporation TIS will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that PureRay Holdings TCP shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary Shareholder has not revoked the retraction request delivered by the Beneficiary Shareholder to the Corporation TIS pursuant to section 5.1 Section 4.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to an exercise of the Exchange Right with respect to those Retracted Shares that the Corporation which TIS is unable to redeem. In any such event, the Corporation TIS hereby agrees with the Trustee and in favour Shareholder immediately to notify the Shareholder of such prohibition against TIS redeeming all of the Beneficiary promptly Retracted Shares and immediately to forward or cause to be forwarded to the Trustee TCP all relevant materials delivered by the Beneficiary Shareholder to the Corporation or to the transfer agent of the Exchangeable Shares TIS (including without limitation, limitation a copy of the retraction request delivered pursuant to section 5.1 Section 4.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee Shareholder will thereupon exercise the Exchange Right with respect to the Retracted Shares that the Corporation TIS is not permitted to redeem and will require PureRay Holdings TCP to purchase such shares in accordance with the provisions of this Article 54.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Holder has exercised its such Holder's right under section Article 5 of the Share Provisions Corporation Articles to require the Corporation to redeem any or all of the Non- Voting Exchangeable Shares held by the Beneficiary such Holder (the “"Retracted Shares”") and is notified by the Corporation pursuant to section 5.7 Section 5.6 of the Share Provisions Corporation Articles that the Corporation will not be permitted as a result by virtue of solvency requirements the provisions of applicable law the Act to redeem all such Retracted Shares, and provided that PureRay Holdings SOFO shall not have exercised the Retraction Retraction/Redemption Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to the Corporation pursuant to section 5.1 of the Share ProvisionsShares, the retraction request Retraction Request will constitute and will be deemed to constitute notice from the Beneficiary Holder to SOFO that the Trustee instructing the Trustee to exercise Holder is exercising the Exchange Right with respect to those Retracted Shares that which the Corporation is unable to redeem. In any such event, the Corporation hereby agrees with to notify SOFO as soon as practicable of such prohibition against the Trustee and in favour Corporation redeeming all of the Beneficiary promptly Retracted Shares and to forward or cause to be forwarded to the Trustee SOFO all relevant materials delivered by the Beneficiary Holder to the Corporation or to the transfer agent of the Exchangeable Shares (including without limitation, limitation a copy of the retraction request delivered pursuant to section 5.1 of the Share ProvisionsRetraction Request) in connection with such proposed redemption of the Retracted Shares Shares, and the Trustee will thereupon exercise the Exchange Right with respect SOFO agrees to purchase the Retracted Shares (by issuing SOFO Common Shares in exchange therefor) that the Corporation is not permitted to redeem and will require PureRay Holdings to purchase such shares in accordance with the provisions of this Article 5the Corporation Articles.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary Seller has exercised its his right under section 5 Article 6 of the Share Provisions Articles of Incorporation of Newco to require the Corporation Newco to redeem any or all of the Newco Exchangeable Shares held by the Beneficiary Seller (the “"Retracted Shares”"), provided that Wendy's shall not have exercised the Retraction Call Right (as hereinafter defined) with respect to the Retracted Shares, and Seller is notified by the Corporation Newco pursuant to section 5.7 Section 6.6 of the Share Provisions Articles of Incorporation of Newco that the Corporation Newco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that PureRay Holdings shall not have exercised the Retraction Call Right with respect Newco hereby agrees to immediately notify Wendy's of such prohibition against Newco redeeming all of the Retracted Shares and that the Beneficiary has not revoked the retraction request to immediately forward or cause to be forwarded to Wendy's all relevant materials delivered by Seller to Newco (including, without limitation, a copy of the Beneficiary to the Corporation Retraction Request delivered pursuant to section 5.1 Section 6.1 of the Share ProvisionsArticles of Incorporation of Newco) in connection with such requested retraction of the Retracted Shares. In any such event, the retraction request Retraction Request will constitute and will be deemed to constitute notice from the Beneficiary Seller to the Trustee instructing the Trustee to exercise Wendy's that Seller is exercising the Exchange Right with respect to those Retracted Shares that the Corporation is unable to redeem. In any such event, the Corporation hereby agrees with the Trustee and in favour of the Beneficiary promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to the Corporation or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to section 5.1 of the Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that the Corporation which Newco is not permitted to redeem redeem, and will require PureRay Holdings Wendy's agrees to purchase such shares Retracted Shares in accordance with the provisions of this Article 5Section 1.1.3.