Common use of Subscription Receipts Clause in Contracts

Subscription Receipts. The gross proceeds from the sale of the Subscription Receipts less an amount equal to the expenses of the Agents (including the fees and disbursements of the Agents’ legal counsel) payable pursuant to Section 10 hereof (the “Escrowed Proceeds”) will be deposited on the Closing Date with and held by Computershare Trust Company of Canada (or such other subscription receipt agent agreed upon by the Company and GMP), as subscription receipt agent for the Company (the “Subscription Receipt Agent”), in accordance with the Subscription Receipt Agreement (as defined herein) pending satisfaction of the Release Conditions (as defined herein). Provided that the Release Conditions are satisfied on or prior to 5:00 p.m. (Toronto time) on September 19, 2016 (the “Release Deadline”), the Subscription Receipt Agent will release the Escrowed Proceeds plus any interest or other income earned thereon (the “Escrowed Funds”) to the Company (less the Commission related to the sale of the Subscription Receipts, an amount equal to any remaining unpaid expenses of the Agents (including the fees and disbursements of the Agents’ legal counsel) payable pursuant to Section 10 hereof and the Agents’ pro rata portion of the interest earned on the Escrowed Proceeds, which amounts shall be released to GMP (on its own behalf and on behalf of the other Agents)) and each Subscription Receipt will be automatically converted into one unit of the Company (each, an “Underlying Unit”), subject to adjustment in certain circumstances in accordance with the Subscription Receipt Agreement, without payment of additional consideration and without any further action by the holder thereof (the “Escrow Release”).

Subscription Receipts. The gross proceeds from the sale of the Subscription Receipts less an amount equal to the expenses of the Agents (including the fees and disbursements of the Agents’ legal counsel) payable pursuant to Section 10 hereof (the “Escrowed ProceedsFunds”), less one-half of the Commission (as defined below) for the Subscription Receipts and the amount payable to the Underwriters on account of their expenses payable pursuant to this Agreement, will be deposited on the Closing Date with and held by Computershare Trust Company of Canada (or such other subscription receipt escrow agent agreed upon determined by the Company and GMPCorporation), as subscription receipt escrow agent for the Company Corporation (the “Subscription Receipt Agent”), in Agent”)in accordance with the Subscription Receipt Agreement (as defined herein) pending below). Upon the satisfaction of the Escrow Release Conditions (as defined hereinbelow), the Escrowed Funds shall be released to the Corporation (less the remaining 50% of the Commission, which shall be paid to Canaccord (on behalf of the Underwriters) and the Dividend Equivalent Payment (as defined below), less applicable withholding taxes, which shall be paid to holders of Subscription Receipts in accordance with the terms of the Subscription Receipt Agreement), and each Subscription Receipt will entitle the holder thereof to receive, at the Release Time (as defined below) on the Release Date (as defined below) and without payment of additional consideration or further action on the part of the holder, one (1) special warrant (each, a “Special Warrant’). Provided that The description of the Subscription Receipts herein is a summary only and is subject to the specific attributes and detailed provisions of the Subscription Receipts to be set forth in the Subscription Receipt Agreement. In the case of any inconsistency between the description of the Subscription Agreements in this Agreement and their terms and conditions as set forth in the Subscription Receipt Agreement, the provisions of the Subscription Receipt Agreement will govern. In the event that: (a) the Release Conditions are satisfied on or prior Time fails to occur by 5:00 p.m. (Toronto time) on September 19April 30, 2016 (which date may be extended up to an additional 30 days by Canaccord (on behalf of the Underwriters), in its sole discretion, by delivery of notice in writing to the Corporation); or (b) the Corporation has advised the Underwriters or announced to the public that it does not intend to proceed with the Acquisition (any such event being a “Termination Event”, and the date upon which such event occurs being the “Release DeadlineTermination Date”), the Subscription Receipt Agent and the Corporation will release the Escrowed Proceeds plus any interest or other income earned thereon (the “Escrowed Funds”) return to the Company (less the Commission related to the sale holders of the Subscription Receipts, commencing on the fifth Business Day (as defined below) following the Termination Date, an amount equal to any remaining unpaid expenses of the Agents (including the fees and disbursements of the Agents’ legal counsel) payable pursuant to Section 10 hereof Offering Price and the Agents’ pro rata portion of the interest earned on the Escrowed Proceeds, which amounts shall be released to GMP (on its own behalf and on behalf of the other Agents)) and each Subscription Receipt Receipts will be automatically converted into one unit of the Company (each, an “Underlying Unit”), subject to adjustment in certain circumstances in accordance with the Subscription Receipt Agreement, without payment of additional consideration and without any further action by the holder thereof (the “Escrow Release”)cancelled.