Common use of Automatic Exchange Right Clause in Contracts

Automatic Exchange Right. (1) Paid or Callco, as the case may be, shall give each Non-Affiliated Holder written notice of each of the following events (each a “Paid Liquidation Event”) at the time set forth below: (a) in the event of any determination by the board of directors of Paid or Callco to institute voluntary liquidation, dissolution or winding up proceedings with respect to Paid or Callco or to effect any other distribution of assets of Paid or Callco among its stockholders for the purpose of winding up its affairs, at least 10 days prior to the proposed effective date of such liquidation, dissolution, winding up or other distribution; and (b) promptly following the earlier of (i) receipt by Paid or Callco of notice of, and (ii) Paid or Callco otherwise becoming aware of any instituted claim, suit, petition or other proceeding with respect to the involuntary liquidation, dissolution or winding up of Paid or Callco or to effect any other distribution of assets of Paid or Callco among its stockholders for the purpose of winding up its affairs in each case where Paid or Callco has failed to contest in good faith any such proceeding commenced in respect of Paid within 30 days of becoming aware thereof. (2) The notice contemplated by Section 2.11(1)(a) or 2.11(1)(b) shall include a brief description of the automatic exchange of Exchangeable Shares for the Exchangeable Preferred Share Consideration provided for in Section 2.11(3) below (the “Automatic Exchange Right”). (3) In order that the Non-Affiliated Holders will be able to participate on a pro rata basis with the holders of Paid US Common Stock and Paid US Preferred Stock in the distribution of assets of Paid or Callco in connection with a Paid Liquidation Event, immediately prior to the effective date (the “Paid Liquidation Event Effective Date”) of a Paid Liquidation Event all of the then outstanding Exchangeable Shares (other than Exchangeable Shares held by Paid or its Subsidiaries) shall be automatically exchanged for the Exchangeable Preferred Share Consideration. To effect such automatic exchange, Paid or Callco shall, or shall cause a Permitted Affiliate to, subject to applicable law, purchase each Exchangeable Share outstanding on the last Business Day immediately prior to the Paid Liquidation Event Effective Date and held by a Non-Affiliated Holder, and each such holder shall sell free and clear of any liens, claims or encumbrances the Exchangeable Shares held by it at such time, for a purchase price per share equal to the Exchangeable Preferred Share Consideration. (4) On the Business Day immediately prior to the Paid Liquidation Event Effective Date, the closing of the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable Shares for the Exchangeable Preferred Share Consideration shall be deemed to have occurred, and each Non-Affiliated Holder shall be deemed to have transferred to Paid or Callco all of such holder’s right, title and interest in and to such Exchangeable Shares free and clear of any liens, claims or encumbrances and shall cease to be a holder of such Exchangeable Shares and Paid or Callco shall deliver or cause to be delivered to such holders the Exchangeable Preferred Share Consideration deliverable upon the automatic exchange of the Exchangeable Shares. Concurrently with each such Non-Affiliated Holder ceasing to be a holder of Exchangeable Shares, such holder shall be considered and deemed for all purposes to be the holder of Paid US Common Stock and Paid US Preferred Stock delivered to it pursuant to the automatic exchange of such holder’s Exchangeable Shares for the Exchangeable Preferred Share Consideration and the certificates held by such holder previously representing the Exchangeable Shares exchanged by such holder with Paid or Callco pursuant to such automatic exchange shall thereafter be deemed to represent the Paid US Common Stock and Paid US Preferred Stock delivered to such holder by Paid or Callco pursuant to such automatic exchange. Upon the request of any holder and the surrender by such holder of Exchangeable Share certificates deemed to represent Paid US Common Stock and Paid US Preferred Stock, duly endorsed in blank and accompanied by such instruments of transfer as Paid or Callco may reasonably require, there shall be delivered to such holder certificates representing the Paid US Common Stock and Paid US Preferred Stock of which such holder is the holder and the remainder of the Exchangeable Preferred Share Consideration, if any.

Automatic Exchange Right. (1) Paid or Callco, as The purchase price payable by Newmont for each Exchangeable Share to be purchased by Newmont under the case may be, Automatic Exchange Right shall give each Non-Affiliated Holder written notice be an amount per share equal to (i) the Current Market Price of each of a Newmont Share on the following events (each a “Paid Liquidation Event”) at the time set forth below: (a) in the event of any determination by the board of directors of Paid or Callco to institute voluntary liquidation, dissolution or winding up proceedings with respect to Paid or Callco or to effect any other distribution of assets of Paid or Callco among its stockholders for the purpose of winding up its affairs, at least 10 days last business day prior to the proposed effective date day of closing of the purchase and sale of such liquidationExchangeable Share under the Automatic Exchange Right, dissolutionwhich shall be satisfied in full by Newmont causing to be delivered to such holder one Newmont Share, winding up or other distribution; and (b) promptly following the earlier of (i) receipt by Paid or Callco of notice of, and plus (ii) Paid or Callco otherwise becoming aware of the Dividend Amount, if any, on each such Exchangeable Share held by such holder on any instituted claim, suit, petition or other proceeding with respect dividend record date which occurred prior to the involuntary liquidationclosing of the purchase and sale. In connection with each exercise of the Automatic Exchange Right, dissolution Newmont shall provide to the Trustee an Officer’s Certificate setting forth the calculation of the purchase price for each Exchangeable Share. The purchase price for each such Exchangeable Share so purchased may be satisfied only by Newmont delivering or winding up causing to be delivered to the Trustee, on behalf of Paid or Callco or the relevant Beneficiary, one Newmont Share issued to effect any other distribution of assets of Paid or Callco among its stockholders the relevant Beneficiary and on the applicable payment date a cheque payable to the relevant Beneficiary for the purpose balance, if any, of winding up its affairs the purchase price, in each case where Paid or Callco has failed less any amounts withheld pursuant to contest in good faith Section 5.9. Upon payment by Newmont of such purchase price the relevant Beneficiary shall cease to have any such proceeding commenced right to be paid by New Exchangeco any amount in respect of Paid within 30 days of becoming aware thereofdeclared and unpaid dividends on each such Exchangeable Share. (2) The notice contemplated by Section 2.11(1)(a) or 2.11(1)(b) shall include a brief description Immediately upon the occurrence of the automatic exchange of Exchangeable Shares for the Exchangeable Preferred Share Consideration provided for in Section 2.11(3) below (the “Automatic Exchange Right”). (3) In order that the Non-Affiliated Holders will be able to participate on a pro rata basis with the holders of Paid US Common Stock and Paid US Preferred Stock in the distribution of assets of Paid or Callco in connection with a Paid Liquidation an Insolvency Event, immediately prior to the effective date (the “Paid Liquidation Event Effective Date”) of a Paid Liquidation Event all of the then outstanding Exchangeable Shares (other than Exchangeable Shares held by Paid or its Subsidiaries) shall be automatically exchanged for the Exchangeable Preferred Share Consideration. To effect such automatic exchange, Paid or Callco shall, or shall cause a Permitted Affiliate to, subject to applicable law, purchase each Exchangeable Share outstanding on the last Business Day immediately prior to the Paid Liquidation Event Effective Date and held by a Non-Affiliated Holder, and each such holder shall sell free and clear of any liens, claims or encumbrances the Exchangeable Shares held by it at such time, for a purchase price per share equal to the Exchangeable Preferred Share Consideration. (4) On the Business Day immediately prior to the Paid Liquidation Event Effective Date, the closing of the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable Shares for the Exchangeable Preferred Share Consideration Automatic Exchange Right shall be deemed to have occurred, and each Non-Affiliated Holder Beneficiary shall be deemed to have transferred to Paid or Callco Newmont all of such holderthe Beneficiary’s right, title and interest in and to such Beneficiary’s Exchangeable Shares free and clear of any lienslien, claims claim or encumbrances encumbrance and the related interest in the Trust Estate, any right of each such Beneficiary to receive declared and unpaid dividends from New Exchangeco shall be deemed to be satisfied and discharged and each such Beneficiary shall cease to be a holder of such Exchangeable Shares and Paid or Callco Newmont shall deliver or cause issue to be delivered to such holders the Exchangeable Preferred Share Consideration deliverable Beneficiary the Newmont Shares issuable upon the automatic exchange of Exchangeable Shares for Newmont Shares and on the applicable payment date shall deliver to the Trustee for delivery to the Beneficiary a cheque payable to the Beneficiary for the balance, if any, of the purchase price for such Exchangeable Shares, without interest, in each case less any amounts withheld pursuant to Section 5.9. Concurrently with each such Non-Affiliated Holder Beneficiary ceasing to be a holder of Exchangeable Shares, such holder the Beneficiary shall be considered and deemed for all purposes to be become the holder of Paid US Common Stock and Paid US Preferred Stock delivered to it the Newmont Shares issued pursuant to the automatic exchange of such holderBeneficiary’s Exchangeable Shares for the Exchangeable Preferred Share Consideration Newmont Shares and the certificates held by such holder the Beneficiary previously representing the Exchangeable Shares exchanged by such holder the Beneficiary with Paid or Callco Newmont pursuant to such automatic exchange shall thereafter be deemed to represent Newmont Shares issued to the Paid US Common Stock and Paid US Preferred Stock delivered to such holder Beneficiary by Paid or Callco Newmont pursuant to such automatic exchangeexchange and such Newmont Shares shall be deemed to have been delivered by Newmont to the Trustee on behalf of the relevant Beneficiaries. Upon the request of any holder a Beneficiary and the surrender to Newmont by such holder the Beneficiary of Exchangeable Share certificates deemed to represent Paid US Common Stock and Paid US Preferred StockNewmont Shares, duly endorsed in blank and accompanied by such instruments of transfer as Paid or Callco Newmont may reasonably require, there Newmont shall deliver or cause to be delivered to such holder the Beneficiary certificates representing the Paid US Common Stock and Paid US Preferred Stock Newmont Shares of which such holder the Beneficiary is the holder and the remainder of the Exchangeable Preferred Share Consideration, if anyholder.

Automatic Exchange Right. (1) Paid or Callco, as The purchase price payable by AMVESCAP for each Exchangeable Share to be purchased by AMVESCAP under the case may be, Automatic Exchange Right shall give each Non-Affiliated Holder written notice be an amount per share equal to (i) the Current Market Price of each of an AMVESCAP Ordinary Share on the following events (each a “Paid Liquidation Event”) at the time set forth below: (a) in the event of any determination by the board of directors of Paid or Callco to institute voluntary liquidation, dissolution or winding up proceedings with respect to Paid or Callco or to effect any other distribution of assets of Paid or Callco among its stockholders for the purpose of winding up its affairs, at least 10 days last Business Day prior to the proposed effective date day of closing of the purchase and sale of such liquidationExchangeable Share under the Automatic Exchange Right, dissolutionwhich shall be satisfied in full by AMVESCAP causing to be delivered to such holder one AMVESCAP Ordinary Share, winding up or other distribution; and (b) promptly following the earlier of (i) receipt by Paid or Callco of notice of, and plus (ii) Paid or Callco otherwise becoming aware of any instituted claim, suit, petition or other proceeding with respect to the involuntary liquidationextent not paid by Exchangeco on the designated payment date therefor, dissolution an additional amount equal to and in full satisfaction of the full amount of all declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the closing of the purchase and sale. In connection with each exercise of the Automatic Exchange Right, AMVESCAP shall provide to the Trustee an Officer's Certificate setting forth the calculation of the purchase price for each Exchangeable Share. The purchase price for each such Exchangeable Share so purchased may be satisfied only by AMVESCAP issuing and delivering or winding up causing to be delivered to the Trustee, on behalf of Paid or Callco or to effect any other distribution of assets of Paid or Callco among its stockholders the relevant Beneficiary, one AMVESCAP Ordinary Share and on the applicable payment date a cheque for the purpose balance, if any, of winding up its affairs the purchase price, in each case where Paid or Callco has failed less any amounts withheld pursuant to contest in good faith Section 5.10. Upon payment by AMVESCAP of such purchase price the relevant Beneficiary shall cease to have any such proceeding commenced right to be paid by Exchangeco any amount in respect of Paid within 30 days of becoming aware thereofdeclared and unpaid dividends on each such Exchangeable Share. (2) The notice contemplated by Section 2.11(1)(a) or 2.11(1)(b) shall include a brief description Immediately upon the occurrence of the automatic exchange of Exchangeable Shares for the Exchangeable Preferred Share Consideration provided for in Section 2.11(3) below (the “Automatic Exchange Right”). (3) In order that the Non-Affiliated Holders will be able to participate on a pro rata basis with the holders of Paid US Common Stock and Paid US Preferred Stock in the distribution of assets of Paid or Callco in connection with a Paid Liquidation an Insolvency Event, immediately prior to the effective date (the “Paid Liquidation Event Effective Date”) of a Paid Liquidation Event all of the then outstanding Exchangeable Shares (other than Exchangeable Shares held by Paid or its Subsidiaries) shall be automatically exchanged for the Exchangeable Preferred Share Consideration. To effect such automatic exchange, Paid or Callco shall, or shall cause a Permitted Affiliate to, subject to applicable law, purchase each Exchangeable Share outstanding on the last Business Day immediately prior to the Paid Liquidation Event Effective Date and held by a Non-Affiliated Holder, and each such holder shall sell free and clear of any liens, claims or encumbrances the Exchangeable Shares held by it at such time, for a purchase price per share equal to the Exchangeable Preferred Share Consideration. (4) On the Business Day immediately prior to the Paid Liquidation Event Effective Date, the closing of the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable Shares for the Exchangeable Preferred Share Consideration Automatic Exchange Right shall be deemed to have occurred, and each Non-Affiliated Holder Beneficiary shall be deemed to have transferred to Paid or Callco AMVESCAP all of such holder’s the Beneficiary's right, title and interest in and to such Beneficiary's Exchangeable Shares free and clear of any lienslien, claims claim or encumbrances encumbrance and the related interest in the Trust Estate, any right of each such Beneficiary to receive declared and unpaid dividends from Exchangeco shall be deemed to be satisfied and discharged and each such Beneficiary shall cease to be a holder of such Exchangeable Shares and Paid or Callco AMVESCAP shall deliver or cause issue to be delivered to such holders the Exchangeable Preferred Share Consideration deliverable Beneficiary the AMVESCAP Ordinary Shares issuable upon the automatic exchange of Exchangeable Shares for AMVESCAP Ordinary Shares and on the Exchangeable applicable payment date shall deliver to the Trustee for delivery to the Beneficiary a cheque for the balance, if any, of the total purchase price for such Exchange Shares, without interest, in each case less any amounts withheld pursuant to Section 5.10. Concurrently with each such Non-Affiliated Holder Beneficiary ceasing to be a holder of Exchangeable Shares, such holder the Beneficiary shall be considered and deemed for all purposes to be become the holder of Paid US Common Stock and Paid US Preferred Stock delivered to it the AMVESCAP Ordinary Shares issued pursuant to the automatic exchange of such holder’s Beneficiary's Exchangeable Shares for the Exchangeable Preferred Share Consideration AMVESCAP Ordinary Shares and the certificates held by such holder the Beneficiary previously representing the Exchangeable Shares exchanged by such holder the Beneficiary with Paid or Callco AMVESCAP pursuant to such automatic exchange shall thereafter be deemed to represent AMVESCAP Ordinary Shares issued to the Paid US Common Stock and Paid US Preferred Stock delivered to such holder Beneficiary by Paid or Callco AMVESCAP pursuant to such automatic exchange. Upon the request of any holder a Beneficiary and the surrender by such holder the Beneficiary of Exchangeable Share certificates deemed to represent Paid US Common Stock and Paid US Preferred StockAMVESCAP Ordinary Shares, duly endorsed in blank and accompanied by such instruments of transfer as Paid or Callco AMVESCAP may reasonably require, there AMVESCAP shall deliver or cause to be delivered to such holder the Beneficiary certificates representing the Paid US Common Stock and Paid US Preferred Stock AMVESCAP Ordinary Shares of which such holder the Beneficiary is the holder and the remainder of the Exchangeable Preferred Share Consideration, if anyholder.