Common use of Exercise of Retraction Call Right Clause in Contracts

Exercise of Retraction Call Right. For the purposes of completing the purchase of the Class B Shares pursuant to the exercise of the Retraction Call Right, Parent shall, on or before the Retraction Date, deliver or cause to be delivered to the holders of the Class B Shares the Retraction Call Purchase Price for each Class B Share to be purchased, upon presentation and surrender at the principal executive office of Exchangeco of the certificates representing such Class B Shares (or a lost stock certificate affidavit in a form reasonably satisfactory to Exchangeco), together with such other documents and instruments as may be reasonably required to effect a transfer of Class B Shares under applicable law and the Constating Documents, including a representation and warranty by each holder of Class B Shares to be purchased that such Class B Shareholder is a Resident. Payment of the total Retraction Call Purchase Price for such Class B Shares shall be made by delivery to each Class B Shareholder, at the address of the holder recorded in the register of shareholders of Exchangeco or if requested by the Class B Shareholder by holding for pick-up by the holder at the principal executive office of Exchangeco, of the Class B Share Consideration (satisfied in the manner set forth in Section 2.2(3)) less any amounts on account of tax properly withheld in accordance with Section 13.3 of the Class B Share Provisions. Provided that the total Retraction Call Purchase Price is delivered or paid on the Retraction Date, each such Class B Shareholder shall thereafter be considered and deemed for all purposes to be the holder of Parent Subordinate Voting Shares delivered to it.

Exercise of Retraction Call Right. For the purposes of completing the purchase of the Class B Exchangeable Shares pursuant to the exercise of the Retraction Call Right, Parent CSAC shall, on or before the Retraction Date, deliver or cause to be delivered to the holders of the Class B Exchangeable Shares the Retraction Call Purchase Price for each Class B Exchangeable Share to be purchased, upon presentation and surrender at the principal executive office of Exchangeco of the certificates representing such Class B Shares (or a lost stock certificate affidavit in a form reasonably satisfactory to Exchangeco)Exchangeable Shares, together with such other documents and instruments as may be reasonably required to effect a transfer of Class B Exchangeable Shares under applicable law and the Constating Documents, including a representation and warranty by each holder of Class B Exchangeable Shares to be purchased that such Class B Exchangeable Shareholder is a Residentresident of the United States for purposes of the Code and such additional documents and instruments as CSAC may reasonably require. Payment of the total Retraction Call Purchase Price for such Class B Exchangeable Shares shall be made by delivery to each Class B Exchangeable Shareholder, at the address of the holder recorded in the register of shareholders of Exchangeco or if requested by the Class B Exchangeable Shareholder by holding for pick-up by the holder at the principal executive office of Exchangeco, of the Class B Exchangeable Share Consideration (satisfied in the manner set forth in Section 2.2(3)) less any amounts on account of tax properly withheld in accordance with Section 13.3 of the Class B Exchangeable Share Provisions. Provided that the total Retraction Call Purchase Price is delivered or paid on the Retraction Date, each such Class B Exchangeable Shareholder shall thereafter be considered and deemed for all purposes to be the holder of Parent CSAC Subordinate Voting Shares delivered to it.

Exercise of Retraction Call Right. For the purposes of completing the purchase of the Class B Exchangeable Shares pursuant to the exercise of the Retraction Call Right, Parent Callco shall, on or before the Retraction Date, deliver or cause to be delivered to the holders of the Class B Exchangeable Shares the Retraction Call Purchase Price for each Class B Exchangeable Share to be purchased, upon presentation and surrender at the principal executive registered office of Exchangeco of the certificates (if any) representing such Class B Exchangeable Shares (or a lost stock certificate affidavit in a form reasonably satisfactory to Exchangeco), together with and such other documents and instruments as may be reasonably required to effect a transfer of Class B Exchangeable Shares under applicable law and the Constating Documents, including a representation and warranty by each holder of Class B Exchangeable Shares to be purchased that such Class B Exchangeable Shareholder is not a Residentnon-resident of Canada for purposes of the Income Tax Act (Canada) and such additional documents and instruments as Callco or its Affiliates may reasonably require. Payment of the total Retraction Call Purchase Price for such Class B Exchangeable Shares shall be made by delivery to each Class B Shareholdersuch Exchangeable Shareholder that has delivered a Retraction Request, at the address of the holder recorded in the register of shareholders of Exchangeco or if requested by the Class B Shareholder by holding for pick-up by the holder at the principal executive registered office of Exchangeco, of the Class B Exchangeable Share Consideration (satisfied in the manner set forth in Section accordance with Sections 2.2(3) and 2.2(4)) less any amounts on account of tax properly withheld in accordance with applicable law and Section 13.3 of the Class B Exchangeable Share Provisions. Provided that the total Retraction Call Purchase Price is delivered or paid on the Retraction Date, each such Class B Shareholder Exchangeable Shareholders shall thereafter be considered and deemed for all purposes to be the holder holders of Parent Subordinate Voting GMS Common Shares delivered to itthem.