Common use of Termination of Voting Rights Clause in Contracts

Termination of Voting Rights. Except as otherwise provided herein, all of the rights of a Holder and the Trustee with respect to the Holder Votes exercisable on the basis of the number of Exchangeable Shares held by such Holder, including the right to instruct the Trustee as to the voting of or to vote personally such Holder Votes, shall be deemed to be surrendered by the Holder to ParentCo, the Trustee’s right to exercise the Holder Votes in respect of such Holder shall terminate automatically and such Holder 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 Holder of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for ParentCo Common Shares, as described in Article 6 hereof (unless in either case ParentCo shall not have delivered the Exchangeable Share Consideration deliverable in exchange therefor to the Holders), 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 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 ParentCo or ParentCo Sub pursuant to the exercise by ParentCo or ParentCo Sub of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

Termination of Voting Rights. Except as otherwise provided herein, all All of the rights of a the Holder and the Trustee with respect to the Holder Votes exercisable on the basis in respect of the number of Exchangeable Shares held by such Holder, including the right to instruct the Trustee as to the voting of or to vote personally such Holder Votes, shall be deemed to be surrendered by the Holder to ParentCo, the Trustee’s right to exercise the Holder Votes in respect of such Holder shall terminate automatically Parent and such Holder Votes and the Voting Rights represented thereby shall cease immediately, immediately upon the delivery by such the Holder to the Trustee Parent or the Corporation of the certificates representing such Exchangeable Shares in connection with the exercise by the Holder of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for ParentCo Parent Common Shares, as described specified in Article 6 4 hereof (unless in either case ParentCo (a) the Parent shall not have delivered the Exchangeable Share Consideration deliverable requisite Parent Common Shares issuable in exchange therefor to the HoldersHolder or (b) such exchange of Exchangeable Shares for Parent Common Shares occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent Consent), or upon the redemption retraction 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 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 Holder by ParentCo or ParentCo Sub the Parent pursuant to the exercise by ParentCo or ParentCo Sub the Parent of the Retraction Call Right, the Redemption Call Right or the Liquidation Call RightRight (unless the Parent shall not have delivered the requisite Parent Common Shares and cheque, if any, deliverable in exchange thereof to the Holder and such retraction or purchase occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent Consent).

Termination of Voting Rights. Except as otherwise provided hereinherein or in the Exchangeable Share Provisions, all of the rights of a Holder and the Trustee with respect to the Holder Votes exercisable on the basis in respect of the number of Exchangeable Shares held by such Holder, including the right to instruct the Trustee as to the voting of or to vote personally such Holder Votes, shall be deemed to be surrendered by the Holder to ParentCoRVI, the Trustee’s right to exercise the Holder Votes in respect of such Holder shall terminate automatically and such Holder 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 Holder of the Exchange Put Right or the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for ParentCo shares of RVI Common SharesStock, as described specified in Article 6 5 hereof (unless in either any case ParentCo RVI or RVI Holdco shall not have delivered the Exchangeable Share Consideration deliverable in exchange therefor to the Trustee for delivery to the Holders), 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 the Corporation RVI Sub or any other distribution of the assets of the Corporation 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 ParentCo or ParentCo Sub RVI pursuant to the exercise by ParentCo or ParentCo Sub RVI of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right. Exchange Right and Automatic Exchange Grant and Ownership of the Exchange Put Right, Exchange Right and Automatic Exchange Right RVI hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Holders: the Exchange Put Right; the right (the "Exchange Right"), upon the occurrence and during the continuance of an Insolvency Event, to require RVI to purchase from each or any Holder all or any part of the Exchangeable Shares held by the Holders, [provided that, upon exercise of such right, RVI may, at its option, cause RVI Holdco to purchase such shares;] and the Automatic Exchange Rights, all in accordance with the provisions of this agreement and the Exchangeable Share Provisions, as the case may be. RVI hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Holders of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights by RVI to the Trustee. During the term of the Trust and subject to the terms and conditions of this agreement, the Trustee shall possess and be vested with full legal ownership of the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise and enforce for the benefit of the Holders all of the rights and powers of an owner with respect to the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights, provided that the Trustee shall: hold the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights and the legal title thereto as trustee solely for the use and benefit of the Holders in accordance with the provisions of this agreement; and except as specifically authorized by this agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights, and the Trustee shall not exercise any such rights for any purpose other than the purposes for which this Trust is created pursuant to this agreement. Legended Share Certificates RVI Sub will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Holders of: their right to instruct the Trustee with respect to the exercise of the Exchange Put Right and the Exchange Right in respect of the Exchangeable Shares held by a Holder; and the Automatic Exchange Rights.

Termination of Voting Rights. Except as otherwise provided herein, all All of the rights of a Holder and the Trustee Beneficiary with respect to the Holder Beneficiary Votes exercisable on the basis in respect of the number of Exchangeable Shares held by such HolderBeneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Holder Beneficiary Votes, shall be deemed to be surrendered by the Holder Beneficiary to ParentCoRTO Acquiror or Callco, as the Trustee’s right to exercise the Holder Votes in respect of such Holder shall terminate automatically case may be, and such Holder Beneficiary Votes and the Voting Rights represented thereby shall cease immediately, immediately upon (i) the delivery by such Holder holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Holder of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for ParentCo Common RTO Acquiror Shares, as described specified in Article 6 hereof 5 (unless in either case ParentCo RTO Acquiror shall not have delivered the Exchangeable Share Consideration deliverable requisite RTO Acquiror Shares issuable in exchange therefor to the HoldersTrustee pending delivery to the Beneficiaries), or upon (ii) the retraction or redemption of Exchangeable Shares pursuant to Article Section 6 or Article 7 of the Exchangeable Share Provisions, or upon (iii) the effective date of the liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs Canco pursuant to Article Section 5 of the Exchangeable Share Provisions, or upon (iv) the purchase of Exchangeable Shares from the holder thereof by ParentCo RTO Acquiror or ParentCo Sub Callco pursuant to the exercise by ParentCo RTO Acquiror or ParentCo Sub 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 RTO Acquiror or Callco pursuant to the exercise by RTO Acquiror or Callco of the Change of Law Call Right (as defined in the Plan of Arrangement) (unless, in any case, RTO Acquiror or Callco, as the case may be, shall not have delivered the requisite consideration in exchange therefor).

Termination of Voting Rights. Except as otherwise provided hereinwith respect to a Parent Meeting or Parent Consent for which the record date has occurred, all of the rights of a Holder and the Trustee with respect to the Holder Votes exercisable on the basis in respect of the number of Exchangeable Shares held by such Holder, including the right to instruct the Trustee as to the voting of or to vote personally such Holder Votes, shall be deemed to be surrendered by the Holder to ParentCo, the Trustee’s right to exercise the Holder Votes in respect of such Holder shall terminate automatically Parent and such Holder Votes and the Voting Rights represented thereby shall cease immediately, immediately upon the delivery by such Holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Holder of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for ParentCo Common Shares, as described in Article 6 hereof pursuant to the Automatic Exchange Rights (unless in either case ParentCo Parent shall not have delivered the Exchangeable Share Consideration deliverable requisite shares of Parent Common Stock issuable in exchange therefor to the Trustee for delivery to the Holders), or upon the redemption of Exchangeable Shares pursuant to Article 6 5 or Article 7 6 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs Acquisition Sub pursuant to Article 5 4 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ParentCo or ParentCo Sub Parent pursuant to the exercise by ParentCo or ParentCo Sub Parent of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right. Acquisition Sub shall cause the Transfer Agent to notify the Trustee of a redemption of Exchangeable Shares pursuant to Articles 5 and 6 of the Exchangeable Share Provisions or upon the liquidation, dissolution or winding-up of Acquisition Sub pursuant to Article 4 of the Exchangeable Share Provisions or upon the exercise by Parent of the Retraction Call Right, Liquidation Call Right or Redemption Call Right.

Termination of Voting Rights. Except as otherwise provided hereinwith respect to a Parent Meeting or Parent Consent for which the record date has occurred, all of the rights of a Holder and the Trustee with respect to the Holder Votes exercisable on the basis in respect of the number of Exchangeable Shares held by such Holder, including the right to instruct the Trustee as to the voting of or to vote personally such Holder Votes, shall be deemed to be surrendered by the Holder to ParentCo, the Trustee’s right to exercise the Holder Votes in respect of such Holder shall terminate automatically Parent and such Holder Votes and the Voting Rights represented thereby shall cease immediately, immediately upon the delivery by such Holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Holder of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for ParentCo Common Shares, as described in Article 6 hereof pursuant to the Automatic Exchange Rights (unless in either case ParentCo CDN2 shall not have delivered the Exchangeable Share Consideration deliverable requisite Parent Common Shares issuable in exchange therefor to the Trustee for delivery to the Holders), or upon the redemption of Exchangeable Shares pursuant to Article 6 5 or Article 7 6 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs Acquisition Sub pursuant to Article 5 4 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ParentCo or ParentCo Sub CDN2 pursuant to the exercise by ParentCo or ParentCo Sub CDN2 of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right. Acquisition Sub shall cause the Transfer Agent to notify the Trustee of a redemption of Exchangeable Shares pursuant to Articles 5 and 6 of the Exchangeable Share Provisions or upon the liquidation, dissolution or winding-up of Acquisition Sub pursuant to Article 4 of the Exchangeable Share Provisions or upon the exercise by CDN2 of the Retraction Call Right, Liquidation Call Right or Redemption Call Right.

Termination of Voting Rights. Except as otherwise provided herein, all All of the rights of a Holder and the Trustee Beneficiary with respect to the Holder Beneficiary Votes exercisable on the basis in respect of the number of Exchangeable Shares held by such HolderBeneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Holder Beneficiary Votes, shall be deemed to be surrendered by the Holder Beneficiary to ParentCo, the Trustee’s right to exercise the Holder Votes in respect of such Holder shall terminate automatically Parent and such Holder Beneficiary 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 Holder Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for ParentCo Parent Common Shares, as described specified in Article 6 5 hereof (unless in either case ParentCo (a) Dutchco shall not have delivered the Exchangeable Share Consideration deliverable requisite Parent Common Shares issuable in exchange therefor to the HoldersTrustee for delivery to the Beneficiaries or (b) such exchange of Exchangeable Shares for Parent Common Shares occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent Consent), 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 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 ParentCo or ParentCo Sub Dutchco pursuant to the exercise by ParentCo or ParentCo Sub Dutchco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.Right (unless Dutchco shall not have delivered the requisite Parent Common Shares and cheque, if any, deliverable in exchange thereof to the Trustee for delivery to the Beneficiaries and such redemption, retraction or purchase occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent Consent). 9

Termination of Voting Rights. Except as otherwise provided herein, all All of the rights of a Holder and the Trustee Beneficiary with respect to the Holder Beneficiary Votes exercisable on the basis in respect of the number of Exchangeable Shares held by such HolderBeneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Holder Beneficiary Votes, shall be deemed to be surrendered by the Holder Beneficiary to ParentCoRTO Acquiror or Callco, as the Trustee’s right to exercise the Holder Votes in respect of such Holder shall terminate automatically case may be, and such Holder Beneficiary Votes and the Voting Rights represented thereby shall cease immediately, immediately upon (i) the delivery by such Holder holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Holder of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for ParentCo Common RTO Acquiror Shares, as described specified in Article 6 hereof 5 (unless in either case ParentCo RTO Acquiror shall not have delivered the Exchangeable Share Consideration deliverable requisite RTO Acquiror Shares issuable in exchange therefor to the HoldersTrustee pending delivery to the Beneficiaries), or upon (ii) the retraction or redemption of Exchangeable Shares pursuant to Article Section 6 or Article 7 of the Exchangeable Share Provisions, or upon (iii) the effective date of the liquidation, dissolution or winding-winding- up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs Canco pursuant to Article Section 5 of the Exchangeable Share Provisions, or upon (iv) the purchase of Exchangeable Shares from the holder thereof by ParentCo RTO Acquiror or ParentCo Sub Callco pursuant to the exercise by ParentCo RTO Acquiror or ParentCo Sub 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 RTO Acquiror or Callco pursuant to the exercise by RTO Acquiror or Callco of the Change of Law Call Right (as defined in the Plan of Arrangement) (unless, in any case, RTO Acquiror or Callco, as the case may be, shall not have delivered the requisite consideration in exchange therefor).

Termination of Voting Rights. Except as otherwise provided herein, all All of the rights of a Holder and the Trustee Beneficiary with respect to the Holder Beneficiary Votes exercisable on the basis in respect of the number of Exchangeable Shares held by such HolderBeneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Holder Beneficiary Votes, shall be deemed to be surrendered by the Holder Beneficiary to ParentCo, the Trustee’s right to exercise the Holder Votes in respect of such Holder shall terminate automatically Parent and such Holder Beneficiary 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 Holder Beneficiary of the Exchange Right or the occurrence of the automatic Automatic Exchange Rights, as specified in Article 2 hereof (unless such exchange of Exchangeable Shares for ParentCo Parent Common Shares, as described in Article 6 hereof (unless in either case ParentCo shall not have delivered Shares occurs after the Exchangeable Share Consideration deliverable in exchange therefor close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the Holderseffective date of such Parent Consent), 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 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 ProvisionsLiquidation Date, or upon the purchase of Exchangeable Shares from the holder thereof by ParentCo or ParentCo Sub CanCo pursuant to the exercise by ParentCo or ParentCo Sub CanCo of the Retraction Call Right, the Redemption Call Right or the Liquidation Call RightRight (unless CanCo shall not have delivered the requisite Parent Common Shares and cheque, if any, deliverable in exchange thereof to the Trustee for delivery to the Beneficiaries and such redemption, retraction or purchase occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent Consent).

Termination of Voting Rights. Except as otherwise provided herein, all All of the rights of a Holder and the Trustee Beneficiary with respect to the Holder Beneficiary Votes exercisable on the basis in respect of the number of Exchangeable Shares held by such HolderBeneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Holder Beneficiary Votes, shall be deemed to be surrendered by the Holder Beneficiary to ParentCo, the Trustee’s right to exercise the Holder Votes in respect of such Holder shall terminate automatically Parent and such Holder Beneficiary 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 Holder Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for ParentCo Parent Common Shares, as described specified in Article 6 5 hereof (unless in either case ParentCo (a) Dutchco shall not have delivered the Exchangeable Share Consideration deliverable requisite Parent Common Shares issuable in exchange therefor to the HoldersTrustee for delivery to the Beneficiaries or (b) such exchange of Exchangeable Shares for Parent Common Shares occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent Consent), 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 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 ParentCo or ParentCo Sub Dutchco pursuant to the exercise by ParentCo or ParentCo Sub Dutchco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call RightRight (unless Dutchco shall not have delivered the requisite Parent Common Shares and cheque, if any, deliverable in exchange thereof to the Trustee for delivery to the Beneficiaries and such redemption, retraction or purchase occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent Consent).