Common use of Termination of Voting Rights Clause in Contracts

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to Parent, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shares, as specified in Article 5 (unless, in either case, Parent shall not have delivered the requisite Parent Common Shares issuable in exchange for the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 or 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo pursuant to the exercise by ExchangeCo of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All Except as otherwise provided in the Share Provisions, all of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall lapse and be deemed to be surrendered by the Beneficiary to ParentUS Gold or Callco, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon upon: (i) the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right Right; or (ii) the occurrence of the automatic exchange of Exchangeable Shares for Parent shares of US Gold Common SharesStock, as specified in Article ARTICLE 5 hereof; or (unless, in either case, Parent shall not have delivered the requisite Parent Common Shares issuable in exchange for the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or iii) upon the retraction or redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, ; or (iv) upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo Exchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs pursuant to Article 5 of the Exchangeable Share Provisions, ; or (v) upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo US Gold or Callco pursuant to the exercise by ExchangeCo US Gold or Callco of the Retraction Call Right, the Redemption Call Right, the Change of Law Call Right or the Liquidation Call RightRight (unless, in any case, US Gold or Callco, as applicable, shall not have delivered the requisite consideration deliverable in exchange therefor).

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentRG, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon (i) the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common RG Shares, as specified in Article 5 (unless, in either case, Parent unless RG shall not have delivered the requisite Parent Common RG Shares issuable in exchange for therefor to the Exchangeable Shares to Trustee for pending delivery to the Beneficiaries), or upon (ii) the retraction or redemption of Exchangeable Shares pursuant to Article Section 6 or 7 of the Exchangeable Share Provisions, or upon (iii) the effective date of the liquidation, dissolution or winding-up of ExchangeCo Canco pursuant to Article Section 5 of the Exchangeable Share Provisions, or upon (iv) the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Callco pursuant to the exercise by ExchangeCo Callco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right, or upon the purchase of Exchangeable Shares form the holders thereof by RG or Callco pursuant to the exercise by RG or Callco of the Change of Law Call Right (as defined in the Plan of Arrangement).

Termination of Voting Rights. All Except as provided herein or in the Exchangeable Share provisions, all of the rights of a Beneficiary Holder with respect to the Beneficiary Votes Stockholder Vote exercisable in respect of the each Exchangeable Shares Share held by such BeneficiaryHolder, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Stockholder Votes, shall be deemed to be surrendered by the Beneficiary Holder to Parent, Pubco and such Beneficiary Stockholder Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder Holder to Trustee Pubco of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary Holder of the Exchange Put Right or the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent shares of Pubco Common SharesStock, as specified in Article 5 hereof (unless, unless in either case, Parent any case Pubco or Amalco shall not have delivered the requisite Parent Common Shares issuable Exchangeable Share Consideration deliverable in exchange for the Exchangeable Shares to Trustee for delivery therefore to the BeneficiariesHolders), or upon the redemption of Exchangeable Shares pursuant to Article 6 or 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo Amalco or any other distribution of assets of Amalco among its shareholders for the purpose of winding up its affairs pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Pubco pursuant to the exercise by ExchangeCo Pubco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All Except as otherwise provided herein or in the Exchangeable Share Provisions, all of the rights of a Beneficiary Holder with respect to the Beneficiary Holder Votes exercisable in respect of the Exchangeable Shares held by such BeneficiaryHolder, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Holder Votes, shall be deemed to be surrendered by the Beneficiary Holder to ParentRVI, and such Beneficiary Holder Votes and the Voting Rights represented thereby shall cease immediately immediately, upon the delivery by such holder Holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary Holder of the Exchange Put Right or the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent shares of RVI Common SharesStock, as specified in Article 5 hereof (unless, unless in either case, Parent any case RVI or RVI Holdco shall not have delivered the requisite Parent Common Shares issuable Exchangeable Share Consideration deliverable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the BeneficiariesHolders), or upon the redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo RVI Sub or any other distribution of the assets of RVI Sub among its shareholders for the purpose of winding up its affairs pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo RVI pursuant to the exercise by ExchangeCo RVI of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All Except as otherwise provided herein or in the Share Provisions, all of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentUSCo, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately immediately, upon the delivery by such holder Beneficiary to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right Rights or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shares, as specified Automatic Exchange Rights (unless in Article 5 (unless, in either case, Parent any case USCo or CallCo shall not have delivered the requisite Parent Common Shares issuable consideration deliverable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the retraction or redemption of Exchangeable Shares pursuant to Article 6 4 or 7 Article 5 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo AcquisitionCo or any other distribution of the assets of AcquisitionCo among its shareholders for the purpose of winding up its affairs pursuant to Article 5 6 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder Beneficiary thereof by ExchangeCo CallCo pursuant to the exercise by ExchangeCo CallCo of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to Parent, Canadian Sub or CallRightCo, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for shares of Parent Common SharesStock, as specified in Article 5 (unless, in either case, Parent shall not have delivered the requisite shares of Parent Common Shares Stock issuable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 VI or 7 VII of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo Canadian Sub pursuant to Article 5 V of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo CallRightCo pursuant to the exercise by ExchangeCo CallRightCo of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the LP Exchangeable Shares Units held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to Parent, the Company and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon upon: (a) the delivery by such holder a Beneficiary to the Trustee of a copy of the certificates representing such Exchangeable Shares Exchange Notice delivered to the Company in connection with the exercise by the such Beneficiary of the Exchange Right or the occurrence of the automatic exchange of LP Exchangeable Shares Units for Parent Class B Common SharesStock, as specified in Article 5 (unless, in either case, Parent the Company shall not have delivered the requisite Parent shares of Class B Common Shares Stock issuable in exchange for the Exchangeable Shares to Trustee for delivery therefor to the Beneficiaries), or upon Beneficiary; (b) the redemption exchange of LP Exchangeable Shares Units pursuant to Article 6 or 7 5 of the Exchangeable Share Unit Provisions, ; or upon (c) the effective date of the liquidation, dissolution or winding-up of ExchangeCo EMS LP pursuant to Article 5 4 of the Exchangeable Share Unit Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo pursuant to the exercise by ExchangeCo of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All Except as otherwise provided herein or in the Exchangeable Share Provisions, all of the rights of a Beneficiary Holder with respect to the Beneficiary Holder Votes exercisable in respect of the Exchangeable Shares held by such BeneficiaryHolder, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Holder Votes, shall be deemed to be surrendered by the Beneficiary Holder to ParentOSI, and such Beneficiary Holder Votes and the Voting Rights represented thereby shall cease immediately immediately, upon the delivery by such holder Holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary Holder of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent shares of OSI Common SharesStock, as specified in Article 5 hereof (unless, unless in either case, Parent any case OSI or OSI ULC shall not have delivered the requisite Parent Common Shares issuable Exchangeable Share Consideration deliverable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the BeneficiariesHolders), or upon the redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo PTI Holdco or any other distribution of the assets of PTI Holdco among its shareholders for the purpose of winding up its affairs pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo OSI pursuant to the exercise by ExchangeCo OSI of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentWSI or Capital Holdings, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon (i) the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares Shares, in connection with the exercise by the Beneficiary of the Exchange Right or Exchange Put Right, or upon the occurrence exercise of the automatic exchange of Exchangeable Shares for Parent Common Shares, as specified in Article 5 Automatic Exchange Right (unless, in either any such case, Parent WSI or Capital Holdings shall not have delivered the requisite Parent WSI Common Shares issuable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or (ii) upon the redemption of Exchangeable Shares pursuant to Article 6 or 7 of the Exchangeable Share Provisions, or (iii) upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo CERI pursuant to Article 5 of the Exchangeable Share Provisions, or (iv) upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Capital Holdings pursuant to the exercise by ExchangeCo Capital Holdings of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentCoors or Callco, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent shares of Coors Common SharesStock, as specified in Article 5 (unless, in either case, Parent Coors shall not have delivered the requisite Parent shares of Coors Common Shares Stock issuable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 or 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo Exchangeco pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Callco pursuant to the exercise by ExchangeCo Callco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to Parent, Fenix and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Sharesshares of Fenix Stock, as specified in Article 5 (unless, in either case, Parent Fenix shall not have delivered the requisite Parent Common Shares shares of Fenix Stock issuable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the exchange or redemption of Exchangeable Shares pursuant to Article Articles 5 or 6 or 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo Exchangeco pursuant to Article 5 4 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo pursuant to the exercise by ExchangeCo of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All Except as otherwise provided herein or in the Exchangeable Share Provisions, all of the rights of a Beneficiary Holder with respect to the Beneficiary Holder Votes exercisable in respect of the Exchangeable Shares held by such BeneficiaryHolder, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Holder Votes, shall be deemed to be surrendered by the Beneficiary to Parent, Holder and such Beneficiary Holder Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to Trustee of the certificates representing such Exchangeable Shares Share Consideration deliverable in connection with exchange therefor by Parent, Newco I or Newco II, upon the exercise by the Beneficiary Holder of the Exchange Put Right or the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for shares of Parent Common SharesStock, as specified in Article 5 (unless, in either case, Parent shall not have delivered the requisite Parent Common Shares issuable in exchange for the Exchangeable Shares to Trustee for delivery to the Beneficiaries)hereof, or upon the retraction or redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo Newco II or any other distribution of the assets of Newco II among its shareholders for the purpose of winding up its affairs pursuant to Article 5 of the Exchangeable Share Provisions, Provisions or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Newco I pursuant to the exercise by ExchangeCo Newco I of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to Parent, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shares, as specified in Article 5 (unless, in either case, Parent shall not have delivered the requisite Parent Common Shares issuable in exchange for the Exchangeable Shares to the Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 or 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo pursuant to the exercise by ExchangeCo of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All Except as otherwise provided herein or in the Exchangeable Share Provisions, all of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentAcquiror or CallCo, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately and be terminated immediately, upon the delivery by such holder Beneficiary to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or upon the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Acquiror Shares, as specified in Article 5 (unless, in either case, Parent Acquiror shall not have delivered the requisite Parent Common Shares issuable Exchangeable Share Consideration deliverable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo CallCo pursuant to the exercise by ExchangeCo CallCo of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right, or upon the purchase of Exchangeable Shares from the holders thereof by Acquiror or CallCo pursuant to the exercise by Acquiror or CallCo of the Change of Law Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentSMTC or SMTC Nova Scotia, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent shares of SMTC Common SharesStock, as specified in Article 5 (unless, in either case, Parent SMTC shall not have delivered the requisite Parent shares of SMTC Common Shares Stock issuable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 or 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo SMTC Canada pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo SMTC Nova Scotia pursuant to the exercise by ExchangeCo SMTC Nova Scotia of the Retraction Call Right, the Redemption Call Right or the Liquidation any Call Right.

Termination of Voting Rights. All Except as otherwise provided herein or in the Exchangeable Share Provisions, all of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentAcquiror or Callco, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately and be terminated immediately, upon the delivery by such holder Beneficiary to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or upon the occurrence of the automatic exchange of Exchangeable Shares for Parent Acquiror Common Shares, as specified in Article 5 (unless, in either case, Parent Acquiror shall not have delivered the requisite Parent Common Shares issuable Exchangeable Share Consideration deliverable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Callco pursuant to the exercise by ExchangeCo Callco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right, or upon the purchase of Exchangeable Shares from the holders thereof by Acquiror or Callco pursuant to the exercise by Acquiror or Callco of the Change of Law Call Right.

Termination of Voting Rights. All Except as otherwise provided herein or in the Share Provisions, all of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentMarathon, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately immediately, upon the delivery by such holder Beneficiary to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right Rights or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shares, as specified Automatic Exchange Rights (unless in Article 5 (unless, in either case, Parent any case Marathon or CallCo shall not have delivered the requisite Parent Common Shares issuable consideration deliverable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the retraction or redemption of Exchangeable Shares pursuant to Article 6 4 or 7 Article 5 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo AcquisitionCo or any other distribution of the assets of AcquisitionCo among its shareholders for the purpose of winding up its affairs pursuant to Article 5 6 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder Beneficiary thereof by ExchangeCo Marathon or CallCo pursuant to the exercise by ExchangeCo Marathon or CallCo of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All Except as otherwise provided herein or in the Share Provisions, all of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentUSCo, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately immediately, upon the delivery by such holder Beneficiary to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right Rights or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shares, as specified Automatic Exchange Rights (unless in Article 5 (unless, in either case, Parent any case USCo or CallCo shall not have delivered the requisite Parent Common Shares issuable consideration deliverable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the retraction or redemption of Exchangeable Shares pursuant to Article 6 4 or 7 Article 5 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo AcquisitionCo or any other distribution of the assets of AcquisitionCo among its shareholders for the purpose of winding up its affairs pursuant to Article 5 6 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder Beneficiary thereof by ExchangeCo CallCo pursuant to the exercise by ExchangeCo Calico of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentLCE, Callco ULC or Callco LLC, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon (i) the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Sharesshares of LCE Stock, as specified in Article 5 (unless, in either case, Parent unless LCE shall not have delivered the requisite Parent Common Shares shares of LCE Stock issuable in exchange for therefor to the Exchangeable Shares to Trustee for pending delivery to the Beneficiaries), or upon (ii) the retraction or redemption of Exchangeable Shares pursuant to Article Section 6 or 7 of the Exchangeable Share Provisions, or upon (iii) the effective date of the liquidation, dissolution or winding-up of ExchangeCo the Corporation pursuant to Article Section 5 of the Exchangeable Share Provisions, or upon (iv) the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Callco ULC or Callco LLC pursuant to the exercise by ExchangeCo Callco ULC or Callco LLC, as the case may be, of the Retraction Call Right, the Redemption Call Right or the Liquidation Call RightRight (unless LCE shall not have delivered the requisite shares of LCE Stock issuable in exchange therefor to the Trustee pending delivery to the Beneficiaries).

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to Parent, the Parent and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shares, as specified in Article 5 hereof (unless, unless in either case, case the Parent shall not have delivered the requisite Parent Common Shares issuable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo the Corporation pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo the Parent pursuant to the exercise by ExchangeCo the Parent of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All Except as otherwise provided herein or in the Exchangeable Share Provisions, all of the rights of a Beneficiary Holder with respect to the Beneficiary Holder Votes exercisable to which such Holder is entitled in respect of the Exchangeable Shares held by such BeneficiaryHolder, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Holder Votes, shall be deemed to be surrendered by the Beneficiary Holder to ParentEduTrek, and such Beneficiary Holder Votes and the Voting Rights represented thereby representing such Holder Votes shall cease immediately immediately, upon the delivery by such holder Holder to Trustee ITI or the transfer agent for the Exchangeable Shares or the Trustee, as applicable, of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary Holder of the Exchange Put Right or the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent shares of EduTrek Common SharesStock, as specified in Article 5 (unless, in either case, Parent shall not have delivered the requisite Parent Common Shares issuable in exchange for the Exchangeable Shares to Trustee for delivery to the Beneficiaries)V hereof, or upon the redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo ITI or any other distribution of the assets of ITI among its shareholders for the purpose of winding up its affairs pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo EduTrek pursuant to the exercise by ExchangeCo EduTrek of the Retraction Call Right, the Redemption Call Right or the Liquidation Call RightRight (unless in any case EduTrek shall not have delivered the Exchangeable Share Consideration deliverable in exchange therefor to ITI or the transfer agent for the Exchangeable Shares or the Trustee for delivery to the Holders).

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to Parent, Callco, Nova Scotia Company or Exchangeco, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon (i) the delivery by such holder to Trustee of the certificates representing such Exchangeable Shares in connection with the valid exercise by the Beneficiary of the Exchange Right Right, or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shares, Shares as specified in Article 5 (unless, in either case, Parent shall not have delivered or caused to be delivered the requisite Parent Common Shares issuable in exchange for therefor to the Exchangeable Shares to Trustee for pending delivery to the Beneficiaries), or upon (ii) the retraction or redemption of Exchangeable Shares pursuant to Article 6 or 7 of the Exchangeable Share Provisions, or upon (iii) the effective date of the liquidation, dissolution or winding-up of ExchangeCo Exchangeco pursuant to Article 5 of the Exchangeable Share Provisions, or upon (iv) the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Callco or Parent, as the case may be, pursuant to the exercise by ExchangeCo Callco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right or the exercise by Parent of the Parent Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to Parent, Newco Canada or Newco Canada Exchangeco and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent shares of Spinco Common SharesStock, as specified in Article 5 (unless, in either case, Parent shall Newco Canada, has not have been delivered the requisite Parent shares of Spinco Common Shares issuable Stock to be delivered in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 3.6 or 7 Article 3.7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo Newco Canada Exchangeco pursuant to Article 5 3.5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Newco Canada pursuant to the exercise by ExchangeCo Newco Canada of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.. Table of Contents

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to Parent, the Parent and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shares, as specified in Article 5 hereof (unless, unless in either case, Parent case Swissco shall not have delivered the requisite Parent Common Shares issuable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the retraction or redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, respectively, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo the Corporation pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Swissco pursuant to the exercise by ExchangeCo Swissco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All Except as otherwise provided herein or in the Share Provisions, all of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentARC, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately immediately, upon the delivery by such holder Beneficiary to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right Rights or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shares, as specified Automatic Exchange Rights (unless in Article 5 (unless, in either case, Parent any case ARC or ARC Subco shall not have delivered the requisite Parent Common Shares issuable consideration deliverable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 4 or 7 Article 5 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo ARC Resources or any other distribution of the assets of ARC Resources among its shareholders for the purpose of winding up its affairs pursuant to Article 5 6 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder Beneficiary thereof by ExchangeCo ARC or ARC Subco pursuant to the exercise by ExchangeCo ARC or ARC Subco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentParent or Company, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon (i) the delivery by such holder to Trustee of the certificates representing such Exchangeable Shares in connection with the valid exercise by the Beneficiary of the Exchange Right Right, or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shares, Shares as specified in Article 5 (unless, in either case, Parent shall not have delivered or caused to be delivered the requisite Parent Common Shares issuable in exchange for therefor to the Exchangeable Shares to Trustee for pending delivery to the Beneficiaries), or upon (ii) the retraction or redemption of Exchangeable Shares pursuant to Article 6 or 7 of the Exchangeable Share Provisions, or upon (iii) the effective date of the liquidation, dissolution or winding-up of ExchangeCo Company pursuant to Article 5 of the Exchangeable Share Provisions, or upon (iv) the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Parent pursuant to the exercise by ExchangeCo of the Retraction Call Right, the Redemption Call Right, the Liquidation Call Right or the Liquidation Parent Call Right.

Termination of Voting Rights. All Except as otherwise provided herein, all of the rights of a Beneficiary Holder and the Trustee with respect to the Beneficiary Holder Votes exercisable in respect on the basis of the number of Exchangeable Shares held by such BeneficiaryHolder, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Holder Votes, shall be deemed to be surrendered by the Beneficiary Holder to ParentParentCo, the Trustee's right to exercise the Holder Votes in respect of such Holder shall terminate automatically and such Beneficiary Holder Votes and the Voting Rights represented thereby shall cease immediately immediately, upon the delivery by such holder Holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary Holder of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent ParentCo Common Shares, as specified described in Article 5 7 hereof (unless, unless in either case, Parent case ParentCo shall not have delivered the requisite Parent Common Shares issuable Exchangeable Share Consideration deliverable in exchange for the Exchangeable Shares to Trustee for delivery therefor to the BeneficiariesHolders), or upon the redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo ParentCo pursuant to the exercise by ExchangeCo ParentCo of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All Except as otherwise provided herein or in the Exchangeable Share Provisions, all of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentAcquiror or Callco, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately and be terminated immediately, upon the delivery by such holder Beneficiary to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or upon the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Acquiror Shares, as specified in Article 5 (unless, in either case, Parent Acquiror shall not have delivered the requisite Parent Common Shares issuable Exchangeable Share Consideration deliverable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo the Corporation pursuant to Article 5 of the Exchangeable Share Provisions, Provisions or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Callco pursuant to the exercise by ExchangeCo Callco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right, or upon the purchase of Exchangeable Shares from the holders thereof by Acquiror or Callco pursuant to the exercise by Acquiror or Callco of the Change of Law Call Right.

Termination of Voting Rights. All Except as otherwise provided herein or in the Share Provisions, all of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentStarPoint Energy Trust, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately immediately, upon the delivery by such holder Beneficiary to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right Rights or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shares, as specified Automatic Exchange Rights (unless in Article 5 (unless, in either case, Parent any case StarPoint Energy Trust or ExchangeCo shall not have delivered the requisite Parent Common Shares issuable consideration deliverable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 4 or 7 Article 5 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo AmalgamationCo or any other distribution of the assets of AmalgamationCo among its shareholders for the purpose of winding up its affairs pursuant to Article 5 6 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder Beneficiary thereof by StarPoint Energy Trust or ExchangeCo pursuant to the exercise by StarPoint Energy Trust or ExchangeCo of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All Except as otherwise provided herein or in the Exchangeable Share Provisions, all of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall cease and be deemed to be surrendered by the Beneficiary to Parentterminated immediately, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon before the delivery by such holder Beneficiary to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right, the Exchange Put Right or upon the occurrence of the automatic exchange of Exchangeable Shares for Parent FCE Common SharesStock, as specified in Article 5 (unless, in either case, Parent FCE shall not have delivered the requisite Parent Common Shares issuable Exchangeable Share Consideration deliverable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo pursuant to the exercise by ExchangeCo (i) Callco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right or (ii) the holder by the Exchange Put Right.

Termination of Voting Rights. All Except as otherwise provided herein or in the Exchangeable Share Provisions, all of the rights of a Beneficiary Holder with respect to the Beneficiary Holder Votes exercisable in respect of the Series 1 Exchangeable Shares held by such BeneficiaryHolder, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Holder Votes, shall be deemed to be surrendered by the Beneficiary Holder to Parent, Weatherford and such Beneficiary Holder Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder Holder to the Trustee of the certificates representing such Series 1 Exchangeable Shares in connection with the exercise by the Beneficiary Holder of the Exchange Put Right, Exchange Right or the occurrence of the automatic exchange of Series 1 Exchangeable Shares for Parent shares of Weatherford Common SharesStock, as specified in Article 5 hereof (unless, unless in either case, Parent any case Weatherford shall not have delivered the requisite Parent Common Shares issuable Series 1 Exchangeable Share Consideration deliverable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the BeneficiariesHolders), or upon the redemption of Series 1 Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo Services pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Series 1 Exchangeable Shares from the holder thereof by ExchangeCo Weatherford pursuant to the exercise by ExchangeCo Weatherford of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All Except as otherwise provided herein or in the Exchangeable Share Provisions, all of the rights of a Beneficiary Holder with respect to the Beneficiary Holder Votes exercisable in respect of the Exchangeable Shares held by such BeneficiaryHolder, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Holder Votes, shall be deemed to be surrendered by the Beneficiary Holder to ParentParent or Subco, as the case may be, and such Beneficiary Holder Votes and the Voting Rights represented thereby shall cease immediately immediately, upon the delivery by such holder Holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary Holder of the Exchange Put Right or the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for shares of Parent Common SharesStock, as specified in Article 5 hereof (unless, unless in either case, any case Parent or Subco shall not have delivered the requisite Parent Common Shares issuable Exchangeable Share Consideration deliverable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the BeneficiariesHolders), or upon the redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo the Company or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Subco pursuant to the exercise by ExchangeCo Subco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to Parent, BackWeb and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Corporation (and the Corporation shall forthwith notify the Trustee in writing of such delivery) of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common BackWeb Ordinary Shares, as specified in Article 5 hereof (unless, unless in either case, Parent case BackWeb shall not have delivered the requisite Parent Common BackWeb Ordinary Shares issuable in exchange for therefor, or any cash consideration payable in lieu thereof shall not have been paid, to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the retraction; redemption or purchase for cancellation of Exchangeable Shares pursuant to Article 6 6, Article 7 or 7 Article 8 of the Exchangeable Share Provisions, respectively, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo the Corporation pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo BackWeb pursuant to the exercise by ExchangeCo BackWeb of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All Except as otherwise provided herein or in the Exchangeable Share Provisions, all of the rights of a Beneficiary Holder with respect to the Beneficiary Holder Votes exercisable in respect of the Exchangeable Shares held by such BeneficiaryHolder, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Holder Votes, shall be deemed to be surrendered by the Beneficiary Holder to ParentParent or Subco, as the case may be, and such Beneficiary Holder Votes and the Voting Rights represented thereby shall cease immediately immediately, upon the delivery by such holder Holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary Holder of the Exchange Put Right or the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for shares of Parent Common SharesStock, as specified in Article 5 hereof (unless, unless in either case, any case Parent or Subco shall not have delivered the requisite Parent Common Shares issuable Exchangeable Share Consideration deliverable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the BeneficiariesHolders), or upon the redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo the Company or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Subco pursuant to the exercise by ExchangeCo Subco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.. ARTICLE 5

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such that Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such the Beneficiary Votes, shall will be deemed to be surrendered by the Beneficiary to ParentRational or Holding ULC, as the case may be, and such those Beneficiary Votes and the Voting Rights represented thereby shall by those Beneficiary Votes will cease immediately upon the delivery by such that holder to the Trustee of the certificates representing such those Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Rational Common Shares, as specified in Article 5 (unless, in either case, Parent shall Rational has not have delivered the requisite Parent Rational Common Shares issuable in exchange for the Exchangeable Shares to the Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 or 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo Acquisition Sub pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Holding ULC pursuant to the exercise by ExchangeCo Holding ULC of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentLoJack or LoJack Callco, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent LoJack Common Shares, as specified in Article 5 (unless, in either case, Parent LoJack shall not have delivered the requisite Parent LoJack Common Shares issuable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 [6] or 7 [7] of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo LoJack Exchangeco pursuant to Article 5 [5] of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo LoJack Callco pursuant to the exercise by ExchangeCo LoJack Callco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All Except with respect to an ACT Meeting or ACT Consent for which the record date has occurred, all of the rights of a Beneficiary Holder with respect to the Beneficiary Holder Votes exercisable in respect of the Exchangeable Shares held by such BeneficiaryHolder, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Holder Votes, shall be deemed to be surrendered by the Beneficiary Holder to Parent, ACT and such Beneficiary Holder Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder Holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary Holder of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shares, as specified in Article 5 pursuant to the Automatic Exchange Rights (unless, unless in either case, Parent case ACT shall not have delivered the requisite Parent ACT Common Shares Stock issuable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the BeneficiariesHolders), or upon the redemption of Exchangeable Shares pursuant to Article 6 4 or 7 Article 5 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo ACTsub pursuant to Article 5 6 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder Holder thereof by ExchangeCo ACT pursuant to the exercise by ExchangeCo ACT of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the LuxCo Exchangeable Preferred Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to Parent, ParentCo and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Trustee of the certificates representing such LuxCo Exchangeable Preferred Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of LuxCo Exchangeable Preferred Shares for Parent ParentCo Common Shares, as specified in Article 5 (unless, in either case, Parent ParentCo shall not have delivered the requisite Parent ParentCo Common Shares issuable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of LuxCo Exchangeable Preferred Shares pursuant to Article 6 7 or 7 8 of the Exchangeable Share ProvisionsShareholder Agreement, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo LuxCo pursuant to Article 5 6 of the Exchangeable Share ProvisionsShareholder Agreement, or upon the purchase of LuxCo Exchangeable Preferred Shares from the holder thereof by ExchangeCo ParentCo pursuant to the exercise by ExchangeCo ParentCo of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to Parent, Newco Canada or Newco Canada Exchangeco and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent shares of Spinco Common SharesStock, as specified in Article 5 (unless, in either case, Parent shall Newco Canada, has not have been delivered the requisite Parent shares of Spinco Common Shares issuable Stock to be delivered in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 5.6 or 7 Article 5.7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo Newco Canada Exchangeco pursuant to Article 5 5.5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Newco Canada pursuant to the exercise by ExchangeCo Newco Canada of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentAMVESCAP or Callco, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon (i) the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common AMVESCAP Ordinary Shares, as specified in Article 5 (unless, in either case, Parent unless AMVESCAP shall not have delivered the requisite Parent Common AMVESCAP Ordinary Shares issuable in exchange for therefor to the Exchangeable Shares to Trustee for pending delivery to the Beneficiaries), or upon (ii) the retraction or redemption of Exchangeable Shares pursuant to Article section 6 or 7 of the Exchangeable Share Provisions, or upon (iii) the effective date of the liquidation, dissolution or winding-up of ExchangeCo Exchangeco pursuant to Article section 5 of the Exchangeable Share Provisions, or upon (iv) the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Callco pursuant to the exercise by ExchangeCo Callco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All Except as otherwise provided herein or in the Exchangeable Share provisions, all of the rights of a Beneficiary Holder with respect to the Beneficiary Holder Votes exercisable in respect of the Exchangeable Shares held by such BeneficiaryHolder, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Holder Votes, shall be deemed to be surrendered by the Beneficiary Holder to ParentNOI, and such Beneficiary Holder Votes and the Voting Rights represented thereby shall cease immediately immediately, upon the delivery by such holder Holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary Holder of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent shares of NOI Common SharesStock, as specified in Article 5 V hereof (unless, unless in either case, Parent case NOI shall not have delivered the requisite Parent Common Shares issuable Exchangeable Share Consideration deliverable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the BeneficiariesHolders), or upon the redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo Dreco or any other distribution of the assets of Dreco among its shareholders for the purpose of winding up its affairs pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo NOI pursuant to the exercise by ExchangeCo NOI of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentNewmont or Callco, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon (i) the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Newmont Shares, as specified in Article 5 (unless, in either case, Parent unless Newmont shall not have delivered the requisite Parent Common Newmont Shares issuable in exchange for therefor to the Exchangeable Shares to Trustee for pending delivery to the Beneficiaries), or upon (ii) the retraction or redemption of Exchangeable Shares pursuant to Article 6 (S)6 or 7 of the Exchangeable Share Provisions, or upon (iii) the effective date of the liquidation, dissolution or winding-up of ExchangeCo Acquisitionco pursuant to Article 5 (S)5 of the Exchangeable Share Provisions, or upon (iv) the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Callco or Newmont pursuant to the exercise by ExchangeCo Callco or Newmont of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary Non-Affiliated Holder with respect to the Beneficiary Non-Affiliated Holder Votes exercisable in respect of the Exchangeable Preferred Shares held by such BeneficiaryNon-Affiliated Holder, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Non-Affiliated Holder Votes, shall be deemed to be surrendered by the Beneficiary Non-Affiliated Holder to Parent, the Parent and such Beneficiary Non-Affiliated Holder Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder Non-Affiliated Holder to the Trustee of the certificates representing such Exchangeable Preferred Shares in connection with the exercise by the Beneficiary Non-Affiliated Holder of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Preferred Shares for shares of Parent Common SharesStock, in either case as specified in Article 5 (unless, in either case, Parent shall not have delivered the requisite Parent Common Shares issuable in exchange for the Exchangeable Shares to Trustee for delivery to the Beneficiaries)hereof, or upon the redemption of Exchangeable Preferred Shares pursuant to Article 6 or Article 7 of the Exchangeable Preferred Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs pursuant to Article 5 of the Exchangeable Preferred Share Provisions, or upon the purchase of Exchangeable Preferred Shares from the holder thereof by ExchangeCo the Parent or VM Sub pursuant to the exercise by ExchangeCo the Parent or VM Sub of the Retraction Call Right, the Redemption Call Right or the Liquidation Call RightRight (unless in any case the Corporation, the Parent or VM Sub shall not have delivered the requisite shares of Parent Common Stock and cheque, if any, deliverable in exchange therefor to the Trustee for delivery to the Non-Affiliated Holders).

Termination of Voting Rights. All Except as otherwise provided herein or in the Share Provisions, all of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentHarvest Energy Trust, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately immediately, upon the delivery by such holder Beneficiary to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right Rights or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shares, as specified Automatic Exchange Rights (unless in Article 5 (unless, in either case, Parent any case Harvest Energy Trust or ExchangeCo shall not have delivered the requisite Parent Common Shares issuable consideration deliverable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 4 or 7 Article 5 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo Harvest or any other distribution of the assets of Harvest among its shareholders for the purpose of winding up its affairs pursuant to Article 5 6 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder Beneficiary thereof by Harvest Energy Trust or ExchangeCo pursuant to the exercise by Harvest Energy Trust or ExchangeCo of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary Holder with respect to the Beneficiary Holder Votes exercisable in respect of the Exchangeable Shares held by such BeneficiaryHolder, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Holder Votes, shall be deemed to be surrendered by the Beneficiary Holder to Parent, PASW and such Beneficiary Holder Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to Trustee Corporation of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary Holder of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent shares of PASW Common SharesStock, as specified in Article 5 4 hereof (unless, unless in either case, Parent case PASW shall not have delivered the requisite Parent shares of PASW Common Shares Stock issuable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the BeneficiariesHolders), or upon the redemption of Exchangeable Shares pursuant to Article 5 or Article 6 or 7 of the Exchangeable Share Provisions, Provisions or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo Corporation pursuant to Article 5 4 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo PASW pursuant to the exercise by ExchangeCo PASW of the Retraction Call Right, the Redemption Call Right or the Liquidation Call RightRight or the exercise by the Holder of the exchange right under the Exchangeable Share Provisions.

Termination of Voting Rights. All Except as otherwise provided herein or in the Exchangeable Share Provisions, all of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentAcquiror or Callco, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately and be terminated immediately, upon the delivery by such holder Beneficiary to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or upon the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Acquiror Shares, as specified in Article 5 (unless, in either case, Parent Acquiror shall not have delivered the requisite Parent Common Shares issuable Exchangeable Share Consideration deliverable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo Canco pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Callco pursuant to the exercise by ExchangeCo Callco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right, or upon the purchase of Exchangeable Shares from the holders thereof by Acquiror or Callco pursuant to the exercise by Acquiror or Callco of the Change of Law Call Right.

Termination of Voting Rights. All Except with respect to an Orbital Meeting or Orbital Consent for which the record date has occurred, all of the rights of a Beneficiary Holder with respect to the Beneficiary Holder Votes exercisable in respect of the Exchangeable Shares held by such BeneficiaryHolder, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Holder Votes, shall be deemed to be surrendered by the Beneficiary Holder to Parent, Orbital and such Beneficiary Holder Votes and the Voting Rights represented thereby shall cease cease, unless Orbital shall not have delivered the requisite Orbital Common Shares issuable in exchange therefor directly to the Holder or otherwise pursuant to the Holder's instruction or to the Trustee for delivery to the Holders, immediately upon the delivery by such holder Holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary Holder of the Exchange Right or the occurrence of the automatic exchange pursuant to the Automatic Exchange Rights (it being acknowledged that the Trustee is not obligated to procure delivery of certificates representing Exchangeable Shares for Parent Common Shares, as specified in Article 5 (unless, in either case, Parent shall not have delivered the requisite Parent Common Shares issuable in exchange for the Exchangeable Shares to Trustee for delivery to the Beneficiaries), of such events) or upon the redemption of Exchangeable Shares pursuant to Article 5 or Article 6 or 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo the Corporation pursuant to Article 5 4 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Orbital pursuant to the exercise by ExchangeCo Orbital of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All of the The rights of a Beneficiary Holder with respect to the Beneficiary Holder Votes exercisable in respect of the Exchangeable Shares held by such BeneficiaryHolder, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Holder Votes, shall be deemed to be surrendered by the Beneficiary Holder to ParentTSA or TSA Holdco, as the case may be, and such Beneficiary Holder Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder Holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary Holder of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent TSA Class A Common Shares, as specified in Article 5 hereof (unless, in either case, Parent TSA or TSA Holdco shall not have delivered the requisite Parent TSA Class A Common Shares issuable in exchange for therefor and any applicable Dividend Amount and Fractional Share Amounts to the Exchangeable Shares to Trustee for delivery to the BeneficiariesHolders), or upon the retraction or redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo TSA Exchangeco pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof Holder by ExchangeCo TSA Holdco, TSA Exchangeco or TSA pursuant to the exercise by ExchangeCo such person of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All Except with respect to a Sonic Meeting ---------------------------- or Sonic Consent for which the record date has occurred, all of the rights of a Beneficiary Holder with respect to the Beneficiary Holder Votes exercisable in respect of the Exchangeable Shares held by such BeneficiaryHolder, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Holder Votes, shall be deemed to be surrendered by the Beneficiary Holder to Parent, Sonic and such Beneficiary Holder Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder Holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary Holder of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shares, as specified in Article 5 pursuant to the Automatic Exchange Rights (unless, unless in either case, Parent case Sonic shall not have delivered the requisite Parent Sonic Common Shares issuable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the BeneficiariesHolders), or upon the redemption of Exchangeable Shares pursuant to Article 5 or Article 6 or 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo the Corporation pursuant to Article 5 4 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Sonic pursuant to the exercise by ExchangeCo Sonic of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the CN Exchangeable Shares represented by CN Stapled Units held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentNewco, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Trustee of the certificates for the CN Stapled Units representing such CN Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of CN Exchangeable Shares for Parent Newco Common Shares, as specified in Article 5 (unless, in either case, Parent [NAR Subco] or Newco, as applicable, shall not have delivered caused to be issued the requisite Parent Newco Common Shares issuable in exchange for therefor and caused to be delivered Newco Stapled Units representing same (together with the Exchangeable CN Voting Shares retained by such holder) to the Trustee for delivery to the Beneficiaries), or upon the redemption of CN Exchangeable Shares pursuant to Article 6 or 7 of the CN Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo CN pursuant to Article 5 of the CN Exchangeable Share Provisions, or upon the purchase of CN Exchangeable Shares from the holder thereof by ExchangeCo [NAR Subco] pursuant to the exercise by ExchangeCo [NAR Subco] of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentPure, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of a right to transfer its Exchangeable Shares to the Exchange Right Purchaser or the occurrence right of the automatic exchange Purchaser to acquire the Exchangeable Shares, the whole in consideration of Exchangeable Shares for Parent the delivery of Pure Common Shares, as specified in Article 5 the Put and Call Agreement and the Share Provisions (unless, in either case, Parent Pure shall not have delivered the requisite Parent Pure Common Shares issuable in exchange for the Exchangeable Shares to Trustee for delivery to the Beneficiariestherefor), or upon the redemption of Exchangeable Shares pursuant to Article 6 or 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo Pure Exchangeco pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Pure pursuant to the exercise by ExchangeCo Pure of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting exercise of or to vote exercise personally such Beneficiary Votescorresponding Voting Rights, shall be deemed to be surrendered by the Beneficiary to Parent, Bowater and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Bowater Common Shares, as specified in Article 5 (unless, in either case, Parent Bowater shall not have delivered the requisite Parent Bowater Common Shares issuable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 or 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo Bowater Canada pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Bowater Holdings pursuant to the exercise by ExchangeCo Bowater Holdings of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary Holder with respect to the Beneficiary Holder Votes exercisable in respect of the Exchangeable Shares held by such BeneficiaryHolder, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Holder Votes, shall will be deemed to be surrendered by the Beneficiary Holder to Parent, AOI and such Beneficiary Holder Votes and the Voting Rights represented thereby shall will cease immediately upon the delivery by such holder Holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary Holder of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent shares of AOI Common Shares, Stock as specified in Article 5 hereof (unless, unless in either case, Parent shall case the Trustee has not have delivered the requisite Parent shares of AOI Common Shares Stock issuable in exchange for the Exchangeable Shares to Trustee for delivery therefor to the BeneficiariesHolders), or upon the redemption of Exchangeable Shares pursuant to Article 6 or 7 5 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo Apple pursuant to Article 5 6 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder Holder thereof by ExchangeCo AOI pursuant to the exercise by ExchangeCo AOI of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary Non-Affiliated Holder with respect to the Beneficiary Non-Affiliated Holder Votes exercisable in respect of the Exchangeable Shares held by such BeneficiaryNon-Affiliated Holder, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Non-Affiliated Holder Votes, shall be deemed to be surrendered by the Beneficiary Non-Affiliated Holder to Parent, the Parent and such Beneficiary Non-Affiliated Holder Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder Non-Affiliated Holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary Non-Affiliated Holder of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for shares of Parent Common SharesStock, as specified in Article 5 (unless, in either case, Parent shall not have delivered the requisite Parent Common Shares issuable in exchange for the Exchangeable Shares to Trustee for delivery to the Beneficiaries)hereof, or upon the redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo the Corporation pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo the Parent pursuant to the exercise by ExchangeCo the Parent of the Retraction Call Right, the Redemption Call Right or the Liquidation Call RightRight (unless in any case the Corporation or the Parent shall not have delivered the requisite shares of Parent Common Stock and cheque, if any, deliverable in exchange therefor to the Transfer Agent or the Trustee for delivery to the Non-Affiliated Holders).

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentWeyerhaeuser or Weyerhaeuser Newco, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Weyerhaeuser Common Shares, as specified in Article 5 (unless, in either case, Parent Weyerhaeuser shall not have delivered the requisite Parent Weyerhaeuser Common Shares issuable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 or 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo Weysub pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Weyerhaeuser Newco pursuant to the exercise by ExchangeCo Weyerhaeuser Newco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to Parent, Callco and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon (i) the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Goldstrike Shares, as specified in Article 5 (unless, in either case, Parent unless Callco shall not have delivered the requisite Parent Common Goldstrike Shares issuable in exchange for therefor to the Exchangeable Shares to Trustee for pending delivery to the Beneficiaries), or upon (ii) the retraction or redemption of Exchangeable Shares pursuant to Article section 6 or 7 of the Exchangeable Share ProvisionsProvisions respectively, or upon (iii) the effective date of the liquidation, dissolution or winding-up of ExchangeCo the Corporation pursuant to Article section 5 of the Exchangeable Share Provisions, or upon (iv) the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Callco pursuant to the exercise by ExchangeCo Callco of any of the Retraction Call Right, the Redemption Call Right or the Liquidation Call RightRights.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentLoJack or LoJack Callco, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent LoJack Common Shares, as specified in Article 5 (unless, in either case, Parent LoJack shall not have delivered the requisite Parent LoJack Common Shares issuable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 or 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo LoJack Exchangeco pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo LoJack Callco pursuant to the exercise by ExchangeCo LoJack Callco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall will be deemed to be surrendered by the Beneficiary to ParentPixelworks or Pixelworks Nova Scotia, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall will cease immediately upon the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent shares of Pixelworks Common SharesStock, as specified in Article 5 (unless, in either case, Parent shall Pixelworks has not have delivered the requisite Parent shares of Pixelworks Common Shares Stock issuable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 or 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo the Corporation pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Pixelworks Nova Scotia pursuant to the exercise by ExchangeCo Pixelworks Nova Scotia of the Retraction Call Right, the Redemption Call Right or the Liquidation any Call Right.

Termination of Voting Rights. All of the rights of a Voting Trust Beneficiary with respect to the Voting Trust Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Voting Trust Beneficiary, including the right to instruct the Voting Trustee as to the voting of or to vote personally personally, such Voting Trust Beneficiary Votes, shall be deemed to be surrendered by the Voting Trust Beneficiary to Parent, and such Voting Trust Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Voting Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Voting Trust Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shares, as specified in Article ARTICLE 5 (unless, in either case, the Parent shall not have delivered the requisite Parent Common Shares issuable in exchange for therefore to the Exchangeable Shares to Voting Trustee for delivery to the Voting Trust Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article sections III 5 or III 6 or 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo Exchangeco pursuant to Article 5 section III 2 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo pursuant to the exercise by ExchangeCo of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All Except as otherwise provided herein or in the Exchangeable Share Provisions, all of the rights of a Beneficiary Holder with respect to the Beneficiary Holder Votes exercisable in respect of the Series 1 Exchangeable Shares held by such BeneficiaryHolder, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Holder Votes, shall be deemed to be surrendered by the Beneficiary Holder to Parent, Veritas and such Beneficiary Holder Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder Holder to the Trustee of the certificates representing such Series 1 Exchangeable Shares in connection with the exercise by the Beneficiary Holder of the Exchange Right or the occurrence of the automatic exchange of Series 1 Exchangeable Shares for Parent shares of Veritas Common SharesStock, as specified in Article 5 hereof (unless, unless in either case, Parent case Veritas shall not have delivered the requisite Parent Common Shares issuable Series 1 Exchangeable Share Consideration deliverable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the BeneficiariesHolders), or upon the redemption of Series 1 Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo VESI pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Series 1 Exchangeable Shares from the holder thereof by ExchangeCo Veritas pursuant to the exercise by ExchangeCo Veritas of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to Parentthe Corporation or PureRay Holdings, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent PureRay U.S. Common Shares, as specified in Article 5 (unless, in either case, Parent PureRay U.S. shall not have delivered the requisite Parent PureRay U.S. Common Shares issuable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article section 5 or 6 or 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo the Corporation pursuant to Article 5 section 4 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo PureRay Holdings pursuant to the exercise by ExchangeCo PureRay Holdings of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the CN Exchangeable Shares represented by CN Stapled Units held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentNewco, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Trustee of the certificates for the CN Stapled Units representing such CN Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of CN Exchangeable Shares for Parent Newco Common Shares, as specified in Article 5 (unless, in either case, Parent NAR Subco or Newco, as applicable, shall not have delivered caused to be issued the requisite Parent Newco Common Shares issuable in exchange for therefor and caused to be delivered Newco Stapled Units representing same (together with the Exchangeable CN Voting Shares retained by such holder) to the Trustee for delivery to the Beneficiaries), or upon the redemption of CN Exchangeable Shares pursuant to Article 6 or 7 of the CN Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo CN pursuant to Article 5 of the CN Exchangeable Share Provisions, or upon the purchase of CN Exchangeable Shares from the holder thereof by ExchangeCo NAR Subco pursuant to the exercise by ExchangeCo NAR Subco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call RightRight unless, in each of these latter cases, upon presentation and surrender of the required certificates, payment of the total retraction price or purchase price, as the case may be, shall not be made in which case the rights of such Beneficiary shall remain unaffected until the total amount of such price has been paid.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentShire or CallCo, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shire Ordinary Shares, as specified in Article 5 (unless, in either case, Parent Shire shall not have delivered the requisite Parent Common Shire Ordinary Shares and/or Shire ADSs, as the case may be, issuable in exchange for the Exchangeable Shares to the Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo CallCo pursuant to the exercise by ExchangeCo CallCo of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right, or upon the purchase of Exchangeable Shares from the holder thereof by Shire or CallCo, as the case may be, pursuant to the exercise by Shire of the Shire Call Right.

Termination of Voting Rights. All Except as otherwise provided herein or in the Exchangeable Share Provisions, all of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentParent or Canco, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately and be terminated immediately, upon the delivery by such holder Beneficiary to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or upon the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shares, as specified in Article 5 (unless, in either case, Parent shall not have delivered the requisite Parent Common Shares issuable Exchangeable Share Consideration deliverable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-winding up of ExchangeCo Purchaser pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Canco pursuant to the exercise by ExchangeCo Canco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right, or upon the purchase of Exchangeable Shares from the holders thereof by Parent or Canco pursuant to the exercise by Parent or Canco of the Change of Law Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentNewmont or Callco, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon (i) the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Newmont Shares, as specified in Article 5 (unless, in either case, Parent unless Newmont shall not have delivered the requisite Parent Common Newmont Shares issuable in exchange for therefor to the Exchangeable Shares to Trustee for pending delivery to the Beneficiaries), or upon (ii) the retraction or redemption of Exchangeable Shares pursuant to Article section 6 or 7 of the Exchangeable Share Provisions, or upon (iii) the effective date of the liquidation, dissolution or winding-up of ExchangeCo New Exchangeco pursuant to Article section 5 of the Exchangeable Share Provisions, or upon (iv) the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Callco or Newmont pursuant to the exercise by ExchangeCo Callco or Newmont of the Retraction Call Right, the Redemption Call Right or the Liquidation Call RightRight (unless Newmont shall not have delivered the requisite Newmont Shares issuable in exchange therefor to the Trustee pending delivery to the Beneficiaries).

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Company Special Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentAbgenix or Abgenix Canada, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon (i) the delivery by such holder to the Trustee of the certificates representing such Exchangeable Company Special Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Company Special Shares for Parent Abgenix Common Shares, as specified in Article 5 (unless, in either case, Parent unless Abgenix shall not have delivered the requisite Parent Abgenix Common Shares issuable deliverable in exchange for therefor to the Exchangeable Shares to Trustee for pending delivery to the Beneficiaries), or upon (ii) the retraction or redemption of Exchangeable Company Special Shares pursuant to Article Section 6 or 7 of the Exchangeable Share Provisions, or upon (iii) the effective date of the liquidation, dissolution or winding-up of ExchangeCo the Company deliverable pursuant to Article Section 5 of the Exchangeable Share Provisions, or upon (iv) the purchase of Exchangeable Company Special Shares from the holder thereof by ExchangeCo Abgenix Canada pursuant to the exercise by ExchangeCo Abgenix Canada of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentNPS or NPS Holdings, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent NPS Common Shares, as specified in Article 5 (unless, in either case, Parent NPS shall not have delivered the requisite Parent NPS Common Shares issuable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 or 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo NPS - Allelix Inc. pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo NPS Holdings pursuant to the exercise by ExchangeCo NPS Holdings of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All Except as otherwise provided herein or in the Share Provisions, all of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentAdvantage Trust, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately immediately, upon the delivery by such holder Beneficiary to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right Rights or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shares, as specified Automatic Exchange Rights (unless in Article 5 (unless, in either case, Parent any case Advantage Trust or ExchangeCo shall not have delivered the requisite Parent Common Shares issuable consideration deliverable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the retraction or redemption of Exchangeable Shares pursuant to Article 6 4 or 7 Article 5 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo AOG or any other distribution of the assets of AOG among its shareholders for the purpose of winding up its affairs pursuant to Article 5 6 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder Beneficiary thereof by Advantage Trust, ExchangeCo or a subsidiary of Advantage Trust pursuant to the exercise by Advantage Trust, ExchangeCo or a subsidiary of Advantage Trust of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right, or upon the purchase of Exchangeable Shares from the holder thereof by AOG pursuant to Article 8 of the Share Provisions.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentCoeur or Coeur ULC, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Coeur Common SharesStock, as specified in Article 5 (unless, in either case, Parent shall not have delivered the requisite Parent Common Shares issuable in exchange for the Exchangeable Shares to Trustee for delivery to the Beneficiaries)hereof, or upon the retraction or redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo Acquisitionco or any other distribution of the assets of Acquisitionco among its shareholders for the purpose of winding up its affairs pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Coeur or Coeur ULC pursuant to the exercise by ExchangeCo Coeur or Coeur ULC of the Retraction Call Right, the Redemption Call Right or the Liquidation Call RightRight (unless Coeur shall not have delivered the requisite Coeur Common Stock and cheque, if any, delivered in exchange therefor to the Trustee pending delivery to the Beneficiaries).

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to Parent, Source and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Source Common Shares, as specified in Article 5 hereof (unless, unless in either case, Parent case Source shall not have delivered the requisite Parent Source Common Shares issuable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 or 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo Cableshare pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Source pursuant to the exercise by ExchangeCo Source of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.. ARTICLE 5

Termination of Voting Rights. All Except as otherwise provided herein or in the Exchangeable Share Provisions, all of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentAcquiror or Callco, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately and be terminated immediately, upon the delivery by such holder Beneficiary to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or upon the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Acquiror Shares, as specified in Article 5 (unless, in either case, Parent Acquiror shall not have delivered the requisite Parent Common Shares issuable Exchangeable Share Consideration deliverable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo Exchangeco pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Callco pursuant to the exercise by ExchangeCo Callco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right, or upon the purchase of Exchangeable Shares from the holders thereof by Acquiror or Callco pursuant to the exercise by Acquiror or Callco of the Change of Law Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentJDS Uniphase or JDS Uniphase Nova Scotia, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent JDS Uniphase Common Shares, as specified in Article 5 (unless, in either case, Parent JDS Uniphase shall not have delivered the requisite Parent JDS Uniphase Common Shares issuable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 or 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo Exchangeco pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo JDS Uniphase Nova Scotia pursuant to the exercise by ExchangeCo JDS Uniphase Nova Scotia of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentUnited Royale or Callco, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon (i) the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common United Royale Shares, as specified in Article 5 (unless, in either case, Parent unless United Royale shall not have delivered the requisite Parent Common United Royale Shares issuable in exchange for therefor to the Exchangeable Shares to Trustee for pending delivery to the Beneficiaries), or upon (ii) the retraction or redemption of Exchangeable Shares pursuant to Article Section 6 or 7 of the Exchangeable Share Provisions, or upon (iii) the effective date of the liquidation, dissolution or winding-up of ExchangeCo Canco pursuant to Article Section 5 of the Exchangeable Share Provisions, or upon (iv) the purchase of Exchangeable Shares from the holder thereof by ExchangeCo United Royale or Callco pursuant to the exercise by ExchangeCo United Royale or Callco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right, or upon the purchase of Exchangeable Shares form the holders thereof by United Royale or Callco pursuant to the exercise by United Royale or Callco of the Change of Law Call Right (as defined in the Plan of Arrangement) (unless, in any case, United Royale or Callco, as the case may be, shall not have delivered the requisite consideration in exchange therefor).

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to Parent, ServiceSoft and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to ServiceSoft Canada (and ServiceSoft Canada shall forthwith notify the Trustee in writing of such delivery) of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common the relevant class of ServiceSoft Shares, as specified in Article 5 hereof (unless, unless in either case, Parent case ServiceSoft shall not have delivered the requisite Parent Common ServiceSoft Shares of the relevant class issuable in exchange for therefor, or any cash consideration payable in lieu thereof shall not have been paid, to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the retraction, redemption or purchase for cancellation of Exchangeable Shares pursuant to Article 6 or [ARTICLE 6, ARTICLE 7 OR ARTICLE 8] of the Exchangeable Share Provisions, respectively, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo ServiceSoft Canada pursuant to Article 5 [ARTICLE 5] of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo ServiceSoft pursuant to the exercise by ExchangeCo ServiceSoft of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentRG, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon (i) the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common RG Shares, as specified in Article 5 (unless, in either case, Parent unless RG shall not have delivered the requisite Parent Common RG Shares issuable in exchange for therefor to the Exchangeable Shares to Trustee for pending delivery to the Beneficiaries), or upon (ii) the retraction or redemption of Exchangeable Shares pursuant to Article Section 6 or 7 of the Exchangeable Share Provisions, or upon (iii) the effective date of the liquidation, dissolution or winding-up of ExchangeCo Canco pursuant to Article Section 5 of the Exchangeable Share Provisions, or upon (iv) the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Callco pursuant to the exercise by ExchangeCo Callco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right., or upon the purchase of Exchangeable Shares form the holders thereof by RG or Callco pursuant to the exercise by RG or Callco of the Change of Law Call Right (as defined in the Plan of Arrangement). 110 Table of Contents

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting exercise of or to vote exercise personally such Beneficiary Votescorresponding Voting Rights, shall be deemed to be surrendered by the Beneficiary to Parent, AbitibiBowater and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent AbitibiBowater Common Shares, as specified in Article 5 (unless, in either case, Parent AbitibiBowater shall not have delivered the requisite Parent AbitibiBowater Common Shares issuable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 or 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo AbitibiBowater Canada pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Bowater Holdings pursuant to the exercise by ExchangeCo Bowater Holdings of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All Except as otherwise provided herein or in the Exchangeable Share Provisions, all of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentAcquirer or Callco, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately and be terminated immediately, upon the delivery by such holder Beneficiary to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or upon the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Acquirer Shares, as specified in Article 5 (unless, in either case, Parent Acquirer shall not have delivered the requisite Parent Common Shares issuable Exchangeable Share Consideration deliverable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo Canco pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Callco pursuant to the exercise by ExchangeCo Callco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right, or upon the purchase of Exchangeable Shares from the holders thereof by Acquirer or Callco pursuant to the exercise by Acquirer or Callco of the Change of Law Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentShire or CallCo, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shire Ordinary Shares, as specified in Article 5 (unless, in either case, Parent Shire shall not have delivered the requisite Parent Common Shire Ordinary Shares and/or Shire ADSs, as the case may be, issuable in exchange for the Exchangeable Shares to the Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 or 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo CallCo pursuant to the exercise by ExchangeCo CallCo of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right, or upon the purchase of Exchangeable Shares from the holder thereof by Shire or CallCo, as the case may be, pursuant to the exercise by Shire of the Shire Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to ParentMerge or Merge Newco, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Merge Common Shares, as specified in Article 5 (unless, in either case, Parent Merge shall not have delivered the requisite Parent Merge Common Shares issuable in exchange for therefor to the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 or 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo Matsub pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo Merge Newco pursuant to the exercise by ExchangeCo Merge Newco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary Non-Affiliated Holder with respect to the Beneficiary Non-Affiliated Holder Votes exercisable in respect of the Exchangeable Shares held by such BeneficiaryNon-Affiliated Holder, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Non-Affiliated Holder Votes, shall be deemed to be surrendered by the Beneficiary Non-Affiliated Holder to Parent, the Parent and such Beneficiary Non-Affiliated Holder Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder Non-Affiliated Holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary Non-Affiliated Holder of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for shares of Parent Common SharesStock, as specified in Article 5 (unless, in either case, Parent shall not have delivered the requisite Parent Common Shares issuable in exchange for the Exchangeable Shares to Trustee for delivery to the Beneficiaries)hereof, or upon the redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo the Parent or Smithfield Sub pursuant to the exercise by ExchangeCo the Parent or Smithfield Sub of the Retraction Call Right, the Redemption Call Right or the Liquidation Call RightRight (unless in any case the Corporation, the Parent or Smithfield Sub shall not have delivered the requisite shares of Parent Common Stock and cheque, if any, deliverable in exchange therefor to the Transfer Agent or the Trustee for delivery to the Non-Affiliated Holders).