Common use of Callco Liquidation Call Right Clause in Contracts

Callco Liquidation Call Right. (a) Callco shall have the overriding right (the "Liquidation Call Right"), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of 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, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is an affiliate of Acquiror) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by Callco to each such holder of the Exchangeable Share Price applicable on the last Business Day prior to the Liquidation Date (the "Liquidation Call Purchase Price") in accordance with Subsection 8.2(c). In the event of the exercise of the Liquidation Call Right by Callco, each holder shall be obligated to sell all the Exchangeable Shares held by such holder to Callco on the Liquidation Date upon payment by Callco to such holder of the Liquidation Call Purchase Price for each such Exchangeable Share, whereupon Canco shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased by Callco. (b) To exercise the Liquidation Call Right, Callco must notify ExchangeCo and the Transfer Agent of Callco's intention to exercise such right at least 45 days before the Liquidation Date, in the case of a voluntary liquidation, dissolution or winding-up of ExchangeCo or any other voluntary distribution of the assets of ExchangeCo among its shareholders for the purpose of winding-up its affairs, and at least five Business Days before the Liquidation Date, in the case of an involuntary liquidation, dissolution or winding-up of ExchangeCo or any other involuntary distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs. The Transfer Agent will notify the holders of Exchangeable Shares as to whether Callco has exercised the Liquidation Call Right forthwith after the expiry of the period during which the same may be exercised by Callco. If Callco exercises the Liquidation Call Right, then on the Liquidation Date, Callco will purchase and the holders of Exchangeable Shares will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Liquidation Call Purchase Price. (c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Liquidation Call Right, Callco shall deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, the Exchangeable Share Consideration representing the total Liquidation Call Purchase Price. Provided that such Exchangeable Share Consideration has been so deposited with the Transfer Agent, on and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement ), other than the right to receive their proportionate part of the total Liquidation Call Purchase Price payable by Callco, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of Acquiror Shares to which such holder is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the ABCA and the by-laws of ExchangeCo and such additional documents and instruments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco shall deliver to such holder, the Exchangeable Share Consideration to which such holder is entitled. If Callco does not exercise the Liquidation Call Right in the manner described above, on the Liquidation Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the Liquidation Amount otherwise payable by ExchangeCo in connection with the liquidation, dissolution or winding-up of ExchangeCo pursuant to Article 5 of the Exchangeable Share Provisions.

Callco Liquidation Call Right. (a) Callco shall have the overriding right (the "“Liquidation Call Right"”), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of ExchangeCo or any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding-up its affairs, Exchangeco pursuant to Article 5 of the Exchangeable Share Provisions, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is an affiliate Affiliate of AcquirorLululemon) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon on payment by Callco of an amount per share (the “Liquidation Call Purchase Price”) equal to each such holder the Current Market Price of the Exchangeable a Lululemon Common Share Price applicable on the last Business Day prior to the Liquidation Date (the "Liquidation Call Purchase Price") in accordance with Subsection 8.2(c). In the event of the exercise of the Liquidation Call Right by CallcoDate, each holder which, if such right is exercised, shall be obligated satisfied in full by Callco causing to sell be delivered to such holder one Lululemon Common Share, plus, to the extent not paid by Exchangeco, an additional amount equivalent to the full amount of all the declared and unpaid dividends on each such Exchangeable Shares Share held by such holder on any dividend record date which occurred prior to Callco on the Liquidation Date upon payment date of purchase by Callco to such holder of (the Liquidation Call Purchase Price for each such Exchangeable Share, whereupon Canco shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased by Callco“Dividend Amount”). (b) To exercise the Liquidation Call Right, Callco must notify ExchangeCo and the Transfer Agent Agent, as agent for the holders of Exchangeable Shares, and Exchangeco of Callco's ’s intention to exercise such right at least 45 days before the Liquidation Date, Date in the case of a voluntary liquidation, dissolution or winding-up of ExchangeCo or any other voluntary distribution of the assets of ExchangeCo among its shareholders for the purpose of winding-up its affairs, Exchangeco and at least five Business Days before the Liquidation Date, Date in the case of an involuntary liquidation, dissolution or winding-up of ExchangeCo or any other involuntary distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairsExchangeco. The Transfer Agent will notify the holders of Exchangeable Shares as to whether or not Callco has exercised the Liquidation Call Right forthwith after the expiry of the period during which the same may be exercised by Callco. If Callco exercises the Liquidation Call Right, then on the Liquidation Date, Date Callco will purchase and the holders of Exchangeable Shares will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Liquidation Call Purchase Price. (c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Liquidation Call Right, Callco shall deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, the Exchangeable Share Consideration aggregate number of Lululemon Common Shares deliverable by Callco (which delivery may be in the form of certificates or in book-entry form through the direct registration system) and a cheque or cheques of Callco payable upon presentation at any branch of the bankers of Callco representing the aggregate Dividend Amount in payment of the total Liquidation Call Purchase Price, less any amounts withheld pursuant to Section 4.7 hereof. Provided that such Exchangeable Share Consideration Callco has been so deposited complied with the Transfer Agentimmediately preceding sentence, on and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and shall not be entitled to exercise any of Date the rights of holders in respect thereof (including any rights under each holder of Exchangeable Shares will be limited to receiving the Voting and Exchange Trust Agreement ), other than the right to receive their proportionate part of the total Liquidation Call Purchase Price in respect of each Exchangeable Share held by such holder, payable by Callco, without interest, Callco upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of Acquiror the Lululemon Common Shares to which such holder it is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the ABCA BCA and the by-laws articles of ExchangeCo Exchangeco and such additional documents and instruments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco shall deliver to such holder, the Exchangeable Share Consideration Lululemon Common Shares to which such the holder is entitledentitled (which delivery may be in the form of certificates or in book-entry form through the direct registration system) and a cheque or cheques of Callco payable at par at any branch of the bankers of Callco in payment of the remaining portion, if any, of the total Liquidation Call Purchase Price, less any amounts withheld pursuant to Section 4.7 hereof. If Callco does not exercise the Liquidation Call Right in the manner described aboveabove or if Callco exercises the Liquidation Call Right but fails to complete such transaction in accordance with the requirements set out in this Section 5.1, on the Liquidation Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the Liquidation Amount liquidation price otherwise payable by ExchangeCo Exchangeco in connection with the liquidation, dissolution or winding-up of ExchangeCo Exchangeco pursuant to Article 5 of the Exchangeable Share Provisions.

Callco Liquidation Call Right. (a) Callco shall have the overriding right (the "Liquidation Call Right"), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of ExchangeCo or any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding-up its affairs, Exchangeco pursuant to Article 5 of the Exchangeable Share Provisions, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is Coors or an affiliate of AcquirorCoors) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon on payment by Callco of an amount per share (the "Liquidation Call Purchase Price") equal to each such holder the sum of, (i) the Current Market Price of the Exchangeable Share Price applicable a share of Corresponding Coors Common Stock on the last Business Day prior to the Liquidation Date Date, which shall be satisfied in full by Callco causing to be delivered to such holder one share of Corresponding Coors Stock, plus (the "Liquidation Call Purchase Price"ii) in accordance with Subsection 8.2(c)any Dividend Amount. In the event of the exercise of the Liquidation Call Right by CallcoXxxxxx, each holder shall be obligated to sell all the Exchangeable Shares held by such the holder to Callco on the Liquidation Date upon on payment by Callco to such the holder of the Liquidation Call Purchase Price for each such Exchangeable Shareshare, whereupon Canco and Exchangeco shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased by Callco. (b) To exercise the Liquidation Call Right, Callco must notify ExchangeCo Exchangeco's transfer agent (the "Transfer Agent"), as agent for the holders of Exchangeable Shares, and the Transfer Agent Exchangeco of Callco's intention to exercise such right at least 45 60 days before the Liquidation Date, Date in the case of a voluntary liquidation, dissolution or winding-up of ExchangeCo or any other voluntary distribution of the assets of ExchangeCo among its shareholders for the purpose of winding-up its affairs, Exchangeco and at least five Business Days before the Liquidation Date, Date in the case of an involuntary liquidation, dissolution or winding-up of ExchangeCo or any other involuntary distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairsExchangeco. The Transfer Agent will notify the holders of Exchangeable Shares as to whether or not Callco has exercised the Liquidation Call Right forthwith after the expiry of the period during which the same may be exercised by CallcoXxxxxx. If Callco exercises the Liquidation Call Right, then on the Liquidation Date, Callco will purchase and the holders of Exchangeable Shares will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Liquidation Call Purchase Price. (c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Liquidation Call Right, Callco shall deposit or cause to be deposited delivered with the Transfer Agent, on or before the Liquidation Date, certificates representing the Exchangeable Share Consideration aggregate number of shares of Coors Common Stock deliverable by Callco and a cheque or cheques of Callco payable at par at any branch of the bankers of Callco representing the aggregate Dividend Amount, if any, in payment of the total Liquidation Call Purchase PricePrice for all holders of Exchangeable Shares (other than Coors and its affiliates), less any amounts withheld pursuant to section 4.7 hereof. Provided that such Exchangeable Share Consideration Xxxxxx has been so deposited complied with the Transfer Agentimmediately preceding sentence, on and after the Liquidation Date, the holders Date each holder of the Exchangeable Shares (other than Coors and its affiliates) shall cease to be holders a holder of the Exchangeable Shares Shares, and shall not be entitled to exercise any of the rights of holders in respect thereof each holder of Exchangeable Shares (including any rights under the Voting and Exchange Trust Agreement ), other than the right Coors and its affiliates) will be limited to receive their receiving, without interest, such holder's proportionate part of the total Liquidation Call Purchase Price payable by Callco, without interest, Callco upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of Acquiror Shares the shares of Coors Common Stock to which such holder it is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents documents, instruments and instruments payments (including without limitation Stamp Taxes) as may be required to effect a transfer of Exchangeable Shares under the ABCA CBCA and the articles and by-laws of ExchangeCo Exchangeco and such additional documents and instruments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco shall deliver or cause to be delivered to such holder, certificates representing the Exchangeable Share Consideration shares of Coors Common Stock to which such the holder is entitledentitled and a cheque or cheques of Callco payable at par at any branch of the bankers of Callco in payment of the remaining portion, if any, of the total Liquidation Call Purchase Price, less any amounts withheld pursuant to section 4.7 hereof. If Callco For greater certainty, if Xxxxxx does not exercise the Liquidation Call Right in the manner described above, on the Liquidation Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the Liquidation Amount otherwise payable by ExchangeCo Exchangeco in connection with the liquidation, dissolution or winding-up of ExchangeCo Exchangeco pursuant to Article 5 of the Exchangeable Share Provisions.

Callco Liquidation Call Right. (a1) Callco shall have the overriding right (the "“Liquidation Call Right"”), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of ExchangeCo or any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding-up its affairs, Corporation pursuant to Article 5 of the Exchangeable Share Provisions, to purchase from all but not less than all of the holders of Holders who hold the Exchangeable Shares (other than any holder of Exchangeable Shares which is an affiliate of Acquiror) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon the Holders on payment by Callco to each such holder the Holders of an amount per Exchangeable Share (the “Liquidation Call Purchase Price”) equal to the Exchangeable Share Price Consideration applicable on the last Business Day prior to the Liquidation Date (Date, which shall be satisfied in full by Callco delivering or causing to be delivered to the "Holders the Exchangeable Share Consideration representing the Holders’ total Liquidation Call Purchase Price") in accordance with Subsection 8.2(c). In the event of the exercise of the Liquidation Call Right by Callco, each holder the Holders shall be obligated to sell all of the Exchangeable Shares held by such holder the Holders to Callco on the Liquidation Date upon on payment by Callco to such holder the Holders of the Liquidation Call Purchase Price for each such Exchangeable Shareshare less any amounts withheld pursuant to Section 3.5 hereof, whereupon Canco and, provided Callco completes such purchase, Corporation shall have no obligation to pay any the Liquidation Amount to the holders of for such shares so purchased by Callco. (b2) To exercise the Liquidation Call Right, Callco must notify ExchangeCo Corporation and the Transfer Agent Holders of Callco's ’s intention to exercise such right at least 45 days fifteen (15) Business Days before the Liquidation Date, Date in the case of a voluntary liquidation, dissolution or winding-up of ExchangeCo or any other voluntary distribution of the assets of ExchangeCo among its shareholders for the purpose of winding-up its affairsCorporation, and at least five (5) Business Days before the Liquidation Date, Date in the case of an involuntary liquidation, dissolution or winding-up of ExchangeCo or any other involuntary distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairsCorporation. The Transfer Agent Corporation will notify the holders of Exchangeable Shares Holders as to whether Callco has exercised the Liquidation Call Right forthwith after the expiry of the period during which the same may be exercised by Callco. If Callco exercises the Liquidation Call Right, then on the Liquidation Date, Callco will purchase purchase, and the holders of Exchangeable Shares Holders will sell sell, all of the Exchangeable Shares then outstanding held by the Holders for a price per share equal to the Liquidation Call Purchase Price, which price shall be satisfied in the manner set forth in Section 3.1(1) hereof. (c3) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the exercise of the Liquidation Call Right, Callco shall deposit deliver (or cause to be deposited with delivered) to the Transfer AgentHolders, on or before the Liquidation Date, the Exchangeable Share Consideration representing the total Liquidation Call Purchase Price. Provided that such Exchangeable Share Consideration has been so deposited with the Transfer Agent, on and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement ), other than the right to receive their proportionate part payment of the total Liquidation Call Purchase Price payable by Callco, without interest, upon presentation and surrender by the holder Holders of the certificate or certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed Holders, duly endorsed for all purposes to be the holder of Acquiror Shares to which such holder is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Sharestransfer, together with such other documents and instruments Additional Transfer Documents as may be required to effect a transfer of Exchangeable Shares under the ABCA and the by-laws of ExchangeCo and such additional documents and instruments as the Transfer Agent Callco may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco shall deliver to such holder, the Exchangeable Share Consideration to which such holder is entitled. If Callco does not exercise the Liquidation Call Right in the manner and within the time period described above, then on the Liquidation Date the holders of Holders will have the Exchangeable Shares right to require PMG to pay the Liquidation Price, provided, however, if such right is not exercised by the Holders, the Holders will be entitled to receive in exchange therefor the Liquidation Amount liquidation price otherwise payable by ExchangeCo Corporation in connection with the liquidation, dissolution or winding-up of ExchangeCo Corporation pursuant to Article 5 of the Exchangeable Share Provisions.

Callco Liquidation Call Right. (a) Callco shall have the overriding right (the "“Liquidation Call Right"”), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of ExchangeCo Canco or any other distribution of the assets of ExchangeCo Canco among its shareholders for the purpose of winding-winding up its affairs, pursuant to Article Section 5 of the Exchangeable Share Provisions, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is RG or an affiliate of AcquirorRG) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon on payment by Callco of an amount per share (the “Liquidation Call Purchase Price”) equal to each such holder the Current Market Price of the Exchangeable Share Price applicable RG Shares on the last Business Day business day prior to the Liquidation Date (plus the "Liquidation Call Purchase Price") Dividend Amount, which shall be satisfied in accordance with Subsection 8.2(c)full by Callco delivering or causing to be delivered to such holder one RG Share plus any Dividend Amount. In the event of the exercise of the Liquidation Call Right by Callco, each holder shall be obligated to sell all the Exchangeable Shares held by such the holder to Callco on the Liquidation Date upon on payment by Callco to such the holder of the Liquidation Call Purchase Price for each such Exchangeable Shareshare, whereupon and Canco shall have no obligation to pay any Liquidation Amount or Dividend Amount to the holders of such shares so purchased by Callco. (b) To exercise the Liquidation Call Right, Callco must notify ExchangeCo and the Transfer Agent Agent, as agent for the holders of Exchangeable Shares, and Canco of Callco's ’s intention to exercise such right at least 45 days before the Liquidation Date, Date in the case of a voluntary liquidation, dissolution or winding-up of ExchangeCo Canco or any other voluntary distribution of the assets of ExchangeCo Canco among its shareholders for the purpose of winding-winding up its affairs, 42 Table of Contents and at least five Business Days business days before the Liquidation Date, Date in the case of an involuntary liquidation, dissolution or winding-up of ExchangeCo Canco or any other involuntary distribution of the assets of ExchangeCo Canco among its shareholders for the purpose of winding up its affairs. The Transfer Agent will notify the holders of Exchangeable Shares as to whether or not Callco has exercised the Liquidation Call Right forthwith after the expiry of the period during which the same may be exercised by Callco. If Callco exercises the Liquidation Call Right, then on the Liquidation Date, Callco will purchase and the holders of Exchangeable Shares will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Liquidation Call Purchase Price. (c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Liquidation Call Right, Callco shall deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, the Exchangeable Share Consideration aggregate number of RG Shares which Callco shall deliver or cause to be delivered pursuant to Section 5.1(a) and a cheque or cheques of Callco payable at par at any branch of the bankers of Callco representing the aggregate Dividend Amount, if any, in payment of the total Liquidation Call Purchase Price, in each case less any amounts withheld pursuant to Section 4.6. Provided that such Exchangeable Share Consideration Callco has been so deposited complied with the Transfer Agentimmediately preceding sentence, on and after the Liquidation Date, Date the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement Agreement), other than the right to receive their proportionate part of the total aggregate Liquidation Call Purchase Price payable by Callco, without interest, unless payment of the aggregate Liquidation Call Purchase Price for the Exchangeable Shares shall not be made upon presentation and surrender by of share certificates in accordance with the holder following provisions of certificates representing this Section 5.1(c), in which case the Exchangeable Shares held by such holder and rights of the holder holders shall on and after remain unaffected until the aggregate Liquidation Date be considered and deemed for all purposes to be Call Purchase Price has been paid in the holder of Acquiror Shares to which such holder is entitledmanner herein provided. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the ABCA CBCA and the by-laws articles of ExchangeCo Canco and such additional documents documents, instruments and instruments payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco shall deliver transfer to such holder, the Exchangeable Share Consideration RG Shares to which such holder is entitledentitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RG Shares to which the holder is entitled and a cheque or cheques of Callco payable at par at any branch of the bankers of Callco representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RG Shares with a record date after the Liquidation Date and before the date of the transfer of such RG Shares to such holder, less any amounts withheld pursuant to Section 4.6. If Callco does not exercise the Liquidation Call Right in the manner described above, on the Liquidation Date Date, the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the Liquidation Amount otherwise payable by ExchangeCo Canco in connection with the liquidation, dissolution or winding-up of ExchangeCo Canco or any distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs pursuant to Article Section 5 of the Exchangeable Share Provisions.

Callco Liquidation Call Right. (a) Callco shall have the overriding right (the "“Liquidation Call Right"’’), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of ExchangeCo Canco or any other distribution of the assets of ExchangeCo Canco among its shareholders for the purpose of winding-winding up its affairs, pursuant to Article Section 5 of the Exchangeable Share Provisions, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is RG or an affiliate of AcquirorRG) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon on payment by Callco of an amount per share (the “Liquidation Call Purchase Price”) equal to each such holder the Current Market Price of the Exchangeable Share Price applicable RG Shares on the last Business Day business day prior to the Liquidation Date (plus the "Liquidation Call Purchase Price") Dividend Amount, which shall be satisfied in accordance with Subsection 8.2(c)full by Callco delivering or causing to be delivered to such holder one RG Share plus any Dividend Amount. In the event of the exercise of the Liquidation Call Right by Callco, each holder shall be obligated to sell all the Exchangeable Shares held by such the holder to Callco on the Liquidation Date upon on payment by Callco to such the holder of the Liquidation Call Purchase Price for each such Exchangeable Shareshare, whereupon and Canco shall have no obligation to pay any Liquidation Amount or Dividend Amount to the holders of such shares so purchased by Callco. (b) To exercise the Liquidation Call Right, Callco must notify ExchangeCo and the Transfer Agent of Callco's intention to exercise such right at least 45 days before the Liquidation Date, in the case of a voluntary liquidation, dissolution or winding-up of ExchangeCo or any other voluntary distribution of the assets of ExchangeCo among its shareholders for the purpose of winding-up its affairs, and at least five Business Days before the Liquidation Date, in the case of an involuntary liquidation, dissolution or winding-up of ExchangeCo or any other involuntary distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs. The Transfer Agent will notify the holders of Exchangeable Shares as to whether Callco has exercised the Liquidation Call Right forthwith after the expiry of the period during which the same may be exercised by Callco. If Callco exercises the Liquidation Call Right, then on the Liquidation Date, Callco will purchase and the holders of Exchangeable Shares will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Liquidation Call Purchase Price. (c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Liquidation Call Right, Callco shall deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, the Exchangeable Share Consideration representing the total Liquidation Call Purchase Price. Provided that such Exchangeable Share Consideration has been so deposited with the Transfer Agent, on and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement ), other than the right to receive their proportionate part of the total Liquidation Call Purchase Price payable by Callco, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of Acquiror Shares to which such holder is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the ABCA and the by-laws of ExchangeCo and such additional documents and instruments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco shall deliver to such holder, the Exchangeable Share Consideration to which such holder is entitled. If Callco does not exercise the Liquidation Call Right in the manner described above, on the Liquidation Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the Liquidation Amount otherwise payable by ExchangeCo in connection with the liquidation, dissolution or winding-up of ExchangeCo pursuant to Article 5 of the Exchangeable Share Provisions.

Callco Liquidation Call Right. (a) Callco shall have the overriding right (the "Liquidation Call Right"), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of ExchangeCo or any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding-up its affairs, Exchangeco pursuant to Article 5 of the Exchangeable Share Provisions, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is Coors or an affiliate of AcquirorCoors) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon on payment by Callco of an amount per share (the "Liquidation Call Purchase Price") equal to each such holder the sum of, (i) the Current Market Price of the Exchangeable Share Price applicable a share of Corresponding Coors Common Stock on the last Business Day prior to the Liquidation Date Date, which shall be satisfied in full by Callco causing to be delivered to such holder one share of Corresponding Coors Stock, plus (the "Liquidation Call Purchase Price"ii) in accordance with Subsection 8.2(c)any Dividend Amount. In the event of the exercise of the Liquidation Call Right by Callco, each holder shall be obligated to sell all the Exchangeable Shares held by such the holder to Callco on the Liquidation Date upon on payment by Callco to such the holder of the Liquidation Call Purchase Price for each such Exchangeable Shareshare, whereupon Canco and Exchangeco shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased by Callco. (b) To exercise the Liquidation Call Right, Callco must notify ExchangeCo and the Exchangeco's Transfer Agent (the "Transfer Agent"), as agent for the holders of Exchangeable Shares, and Exchangeco of Callco's intention to exercise such right at least 45 60 days before the Liquidation Date, Date in the case of a voluntary liquidation, dissolution or winding-up of ExchangeCo or any other voluntary distribution of the assets of ExchangeCo among its shareholders for the purpose of winding-up its affairs, Exchangeco and at least five Business Days before the Liquidation Date, Date in the case of an involuntary liquidation, dissolution or winding-up of ExchangeCo or any other involuntary distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairsExchangeco. The Transfer Agent will notify the holders of Exchangeable Shares as to whether or not Callco has exercised the Liquidation Call Right forthwith after the expiry of the period during which the same may be exercised by Callco. If Callco exercises the Liquidation Call Right, then on the Liquidation Date, Callco will purchase and the holders of Exchangeable Shares will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Liquidation Call Purchase Price. (c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Liquidation Call Right, Callco shall deposit or cause to be deposited delivered with the Transfer Agent, on or before the Liquidation Date, certificates representing the Exchangeable Share Consideration aggregate number of shares of Coors Common Stock deliverable by Callco and a cheque or cheques of Callco payable at par at any branch of the bankers of Callco representing the aggregate Dividend Amount, if any, in payment of the total Liquidation Call Purchase PricePrice for all holders of Exchangeable Shares (other than Coors and its affiliates), less any amounts withheld pursuant to section 4.7 hereof. Provided that such Exchangeable Share Consideration Callco has been so deposited complied with the Transfer Agentimmediately preceding sentence, on and after the Liquidation Date, the holders Date each holder of the Exchangeable Shares (other than Coors and its affiliates) shall cease to be holders a holder of the Exchangeable Shares Shares, and shall not be entitled to exercise any of the rights of holders in respect thereof each holder of Exchangeable Shares (including any rights under the Voting and Exchange Trust Agreement ), other than the right Coors and its affiliates) will be limited to receive their receiving, without interest, such holder's proportionate part of the total Liquidation Call Purchase Price payable by Callco, without interest, Callco upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of Acquiror Shares the shares of Coors Common Stock to which such holder it is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents documents, instruments and instruments payments (including without limitation Stamp Taxes) as may be required to effect a transfer of Exchangeable Shares under the ABCA CBCA and the articles and by-laws of ExchangeCo Exchangeco and such additional documents and instruments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco shall deliver or cause to be delivered to such holder, certificates representing the Exchangeable Share Consideration shares of Coors Common Stock to which such the holder is entitledentitled and a cheque or cheques of Callco payable at par at any branch of the bankers of Callco in payment of the remaining portion, if any, of the total Liquidation Call Purchase Price, less any amounts withheld pursuant to section 4.7 hereof. If For greater certainty, if Callco does not exercise the Liquidation Call Right in the manner described above, on the Liquidation Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the Liquidation Amount otherwise payable by ExchangeCo Exchangeco in connection with the liquidation, dissolution or winding-up of ExchangeCo Exchangeco pursuant to Article 5 of the Exchangeable Share Provisions.

Callco Liquidation Call Right. (a) Callco CallCo shall have the overriding right (the "Liquidation Call Right"), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of 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, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is an affiliate of Acquiror) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by Callco CallCo to each such holder of the Exchangeable Share Price applicable on the last Business Day prior to the Liquidation Date (the "Liquidation Call Purchase Price") in accordance with Subsection 8.2(c). In the event of the exercise of the Liquidation Call Right by CallcoCallCo, each holder shall be obligated to sell all the Exchangeable Shares held by such holder to Callco CallCo on the Liquidation Date upon payment by Callco CallCo to such holder of the Liquidation Call Purchase Price for each such Exchangeable Share, whereupon Canco ExchangeCo shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased by CallcoCallCo. (b) To exercise the Liquidation Call Right, Callco CallCo must notify ExchangeCo and the Transfer Agent of CallcoCallCo's intention to exercise such right at least 45 days before the Liquidation Date, in the case of a voluntary liquidation, dissolution or winding-up of ExchangeCo or any other voluntary distribution of the assets of ExchangeCo among its shareholders for the purpose of winding-up its affairs, affairs and at least five Business Days before the Liquidation Date, in the case of an involuntary liquidation, dissolution or winding-up of ExchangeCo or any other involuntary distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs. The Transfer Agent will notify the holders of Exchangeable Shares as to whether Callco CallCo has exercised the Liquidation Call Right forthwith after the expiry of the period during which the same may be exercised by CallcoCallCo. If Callco CallCo exercises the Liquidation Call Right, then on the Liquidation Date, Callco CallCo will purchase and the holders of Exchangeable Shares will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Liquidation Call Purchase Price. (c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Liquidation Call Right, Callco CallCo shall deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, the Exchangeable Share Consideration representing the total Liquidation Call Purchase Price. Provided that such Exchangeable Share Consideration has been so deposited with the Transfer Agent, on and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement ), other than the right to receive their proportionate part of the total Liquidation Call Purchase Price payable by CallcoCallCo, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of Acquiror Shares to which such holder is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the ABCA and the by-laws of ExchangeCo and such additional documents and instruments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco CallCo shall deliver to such holder, the Exchangeable Share Consideration to which such holder is entitled. If Callco CallCo does not exercise the Liquidation Call Right in the manner described above, on the Liquidation Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the Liquidation Amount otherwise payable by ExchangeCo in connection with the liquidation, dissolution or winding-up of ExchangeCo pursuant to Article 5 of the Exchangeable Share Provisions.

Callco Liquidation Call Right. (a) Callco CallCo shall have the overriding right (the "“Liquidation Call Right"”), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of 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, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is an affiliate of Acquiror) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon on payment by Callco CallCo of an amount per share equal to each such holder of (i) the Current Market Price (as defined in the Exchangeable Share Price applicable Provisions) of a share of Parent Common Stock on the last Business Day prior to the Liquidation Date, which shall be satisfied in full by causing to be delivered to such holder one share of Parent Common Stock, plus (ii) the right to receive the full amount when paid of all unpaid dividends on such Exchangeable Share for which the record date has occurred prior to the Liquidation Date (collectively, the "“Liquidation Call Purchase Price") in accordance with Subsection 8.2(c”). In the event of the exercise of the Liquidation Call Right by CallcoCallCo, each holder shall be obligated to sell all the Exchangeable Shares held by such the holder to Callco CallCo on the Liquidation Date upon on payment by Callco CallCo to such the holder of the Liquidation Call Purchase Price for each such Exchangeable Share, whereupon Canco shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased by Callcoshare. (b) To exercise the Liquidation Call Right, Callco CallCo must notify ExchangeCo and ExchangeCo’s transfer agent (the “Transfer Agent Agent”), as agent for the holders of Callco's Exchangeable Shares, of CallCo’s intention to exercise such right at least 45 days before the Liquidation Date, Date in the case of a voluntary liquidation, dissolution or winding-up of ExchangeCo or any other voluntary distribution of the assets of ExchangeCo among its shareholders for the purpose of winding-up its affairs, and at least five Business Days before the Liquidation Date, Date in the case of an involuntary liquidation, dissolution or winding-up of ExchangeCo or any other involuntary distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairsExchangeCo. The Transfer Agent will notify the holders of Exchangeable Shares as to whether Callco or not CallCo has exercised the Liquidation Call Right forthwith after the expiry of the period during which the same may be exercised by CallcoCallCo. If Callco CallCo exercises the Liquidation Call Right, then on the Liquidation Date, Callco CallCo will purchase and the holders of Exchangeable Shares will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Liquidation Call Purchase Price. (c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Liquidation Call Right, Callco CallCo shall deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, certificates representing the Exchangeable Share Consideration representing aggregate number of shares of Parent Common Stock deliverable by CallCo in payment of the total Liquidation Call Purchase Price and shall waive any rights to receive any dividends which represent the amount of the remaining portion, if any, of the total Liquidation Call Purchase Price, less any amounts withheld pursuant to Section 4.11 hereof. Provided that such Exchangeable Share Consideration CallCo has been so deposited complied with the Transfer Agentimmediately preceding sentence, on and after the Liquidation Date, the holders rights of the each holder of Exchangeable Shares shall cease will be limited to be holders of the Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement ), other than the right to receive their receiving such holder’s proportionate part of the total Liquidation Call Purchase Price payable by CallcoCallCo (which, without interestin the case of unpaid dividends, if any, shall be satisfied by the payment thereof by ExchangeCo on the payment date for such dividends) upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of Acquiror Shares the shares of Parent Common Stock to which such holder it is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the ABCA CBCA and the by-laws of ExchangeCo and such additional documents and instruments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco CallCo shall deliver to such holder, certificates representing the Exchangeable Share Consideration shares of Parent Common Stock to which such the holder is entitledentitled and on the applicable dividend payment date a cheque or cheques payable at par at any branch of the bankers of ExchangeCo in Canada in payment of the remaining portion, if any, of the total Liquidation Call Purchase Price less any amounts withheld pursuant to Section 4.11 hereof. If Callco CallCo does not exercise the Liquidation Call Right in the manner described above, on the Liquidation Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the Liquidation Amount liquidation price otherwise payable by ExchangeCo in connection with the liquidation, dissolution or winding-up of ExchangeCo pursuant to Article 5 of the Exchangeable Share Provisions.

Callco Liquidation Call Right. (a) Callco CallCo shall have the overriding right (the "Liquidation Call RightLIQUIDATION CALL RIGHT"), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of 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, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is an affiliate of Acquiror) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon on payment by Callco CallCo of an amount per share equal to each such holder of (i) the Current Market Price (as defined in the Exchangeable Share Price applicable Provisions) of a share of Parent Common Stock on the last Business Day prior to the Liquidation Date, which shall be satisfied in full by causing to be delivered to such holder one share of Parent Common Stock, plus (ii) the right to receive the full amount when paid of all unpaid dividends on such Exchangeable Share for which the record date has occurred prior to the Liquidation Date (collectively, the "Liquidation Call Purchase PriceLIQUIDATION CALL PURCHASE PRICE") in accordance with Subsection 8.2(c). In the event of the exercise of the Liquidation Call Right by CallcoCallCo, each holder shall be obligated to sell all the Exchangeable Shares held by such the holder to Callco CallCo on the Liquidation Date upon on payment by Callco CallCo to such the holder of the Liquidation Call Purchase Price for each such Exchangeable Share, whereupon Canco shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased by Callcoshare. (b) To exercise the Liquidation Call Right, Callco CallCo must notify ExchangeCo and ExchangeCo's transfer agent (the Transfer Agent "TRANSFER Agent"), as agent for the holders of CallcoExchangeable Shares, of CallCo's intention to exercise such right at least 45 days before the Liquidation Date, Date in the case of a voluntary liquidation, dissolution or winding-up of ExchangeCo or any other voluntary distribution of the assets of ExchangeCo among its shareholders for the purpose of winding-up its affairs, and at least five Business Days before the Liquidation Date, Date in the case of an involuntary liquidation, dissolution or winding-up of ExchangeCo or any other involuntary distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairsExchangeCo. The Transfer Agent will notify the holders of Exchangeable Shares as to whether Callco or not CallCo has exercised the Liquidation Call Right forthwith after the expiry of the period during which the same may be exercised by CallcoCallCo. If Callco CallCo exercises the Liquidation Call Right, then on the Liquidation Date, Callco CallCo will purchase and the holders of Exchangeable Shares will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Liquidation Call Purchase Price. (c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Liquidation Call Right, Callco CallCo shall deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, certificates representing the Exchangeable Share Consideration representing aggregate number of shares of Parent Common Stock deliverable by CallCo in payment of the total Liquidation Call Purchase Price and shall waive any rights to receive any dividends which represent the amount of the remaining portion, if any, of the total Liquidation Call Purchase Price, less any amounts withheld pursuant to Section 4.11 hereof. Provided that such Exchangeable Share Consideration CallCo has been so deposited complied with the Transfer Agentimmediately preceding sentence, on and after the Liquidation Date, the holders rights of the each holder of Exchangeable Shares shall cease will be limited to be holders of the Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement ), other than the right to receive their receiving such holder's proportionate part of the total Liquidation Call Purchase Price payable by CallcoCallCo (which, without interestin the case of unpaid dividends, if any, shall be satisfied by the payment thereof by ExchangeCo on the payment date for such dividends) upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of Acquiror Shares the shares of Parent Common Stock to which such holder it is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the ABCA CBCA and the by-laws of ExchangeCo and such additional documents and instruments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco CallCo shall deliver to such holder, certificates representing the Exchangeable Share Consideration shares of Parent Common Stock to which such the holder is entitledentitled and on the applicable dividend payment date a cheque or cheques payable at par at any branch of the bankers of ExchangeCo in Canada in payment of the remaining portion, if any, of the total Liquidation Call Purchase Price less any amounts withheld pursuant to Section 4.11 hereof. If Callco CallCo does not exercise the Liquidation Call Right in the manner described above, on the Liquidation Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the Liquidation Amount liquidation price otherwise payable by ExchangeCo in connection with the liquidation, dissolution or winding-up of ExchangeCo pursuant to Article 5 of the Exchangeable Share Provisions.

Callco Liquidation Call Right. (a) Callco shall have the overriding right (the "“Liquidation Call Right"’’), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of ExchangeCo Canco or any other distribution of the assets of ExchangeCo Canco among its shareholders for the purpose of winding-winding up its affairs, pursuant to Article Section 5 of the Exchangeable Share Provisions, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is RG or an affiliate of AcquirorRG) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon on payment by Callco of an amount per share (the “Liquidation Call Purchase Price”) equal to each such holder the Current Market Price of the Exchangeable Share Price applicable RG Shares on the last Business Day business day prior to the Liquidation Date (plus the "Liquidation Call Purchase Price") Dividend Amount, which shall be satisfied in accordance with Subsection 8.2(c)full by Callco delivering or causing to be delivered to such holder one RG Share plus any Dividend Amount. In the event of the exercise of the Liquidation Call Right by Callco, each holder shall be obligated to sell all the Exchangeable Shares held by such the holder to Callco on the Liquidation Date upon on payment by Callco to such the holder of the Liquidation Call Purchase Price for each such Exchangeable Shareshare, whereupon and Canco shall have no obligation to pay any Liquidation Amount or Dividend Amount to the holders of such shares so purchased by Callco. (b) To exercise the Liquidation Call Right, Callco must notify ExchangeCo and the Transfer Agent Agent, as agent for the holders of Exchangeable Shares, and Canco of Callco's ’s intention to exercise such right at least 45 days before the Liquidation Date, Date in the case of a voluntary liquidation, dissolution or winding-up of ExchangeCo Canco or any other voluntary distribution of the assets of ExchangeCo Canco among its shareholders for the purpose of winding-winding up its affairs, and at least five Business Days business days before the Liquidation Date, Date in the case of an involuntary liquidation, dissolution or winding-up of ExchangeCo Canco or any other involuntary distribution of the assets of ExchangeCo Canco among its shareholders for the purpose of winding up its affairs. The Transfer Agent will notify the holders of Exchangeable Shares as to whether or not Callco has exercised the Liquidation Call Right forthwith after the expiry of the period during which the same may be exercised by Callco. If Callco exercises the Liquidation Call Right, then on the Liquidation Date, Callco will purchase and the holders of Exchangeable Shares will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Liquidation Call Purchase Price. (c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Liquidation Call Right, Callco shall deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, certificates representing the Exchangeable Share Consideration aggregate number of RG Shares which Callco shall deliver or cause to be delivered pursuant to Section 5.1(a) and a cheque or cheques of Callco payable at par at any branch of the bankers of Callco representing the aggregate Dividend Amount, if any, in payment of the total Liquidation Call Purchase Price, in each case less any amounts withheld pursuant to Section 4.6. Provided that such Exchangeable Share Consideration Callco has been so deposited complied with the Transfer Agentimmediately preceding sentence, on and after the Liquidation Date, Date the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement Agreement), other than the right to receive their proportionate part of the total aggregate Liquidation Call Purchase Price payable by Callco, without interest, unless payment of the aggregate Liquidation Call Purchase Price for the Exchangeable Shares shall not be made upon presentation and surrender by of share certificates in accordance with the holder following provisions of certificates representing this Section 5.1(c), in which case the Exchangeable Shares held by such holder and rights of the holder holders shall on and after remain unaffected until the aggregate Liquidation Date be considered and deemed for all purposes to be Call Purchase Price has been paid in the holder of Acquiror Shares to which such holder is entitledmanner herein provided. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the ABCA CBCA and the by-laws articles of ExchangeCo Canco and such additional documents documents, instruments and instruments payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco shall deliver transfer to such holder, the Exchangeable Share Consideration RG Shares to which such holder is entitledentitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder certificates representing the RG Shares to which the holder is entitled and a cheque or cheques of Callco payable at par at any branch of the bankers of Callco representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RG Shares with a record date after the Liquidation Date and before the date of the transfer of such RG Shares to such holder, less any amounts withheld pursuant to Section 4.6. If Callco does not exercise the Liquidation Call Right in the manner described above, on the Liquidation Date Date, the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the Liquidation Amount otherwise payable by ExchangeCo Canco in connection with the liquidation, dissolution or winding-up of ExchangeCo Canco or any distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs pursuant to Article Section 5 of the Exchangeable Share Provisions.

Callco Liquidation Call Right. (a) Callco shall have the overriding right (the "“Liquidation Call Right"), ”) in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of ExchangeCo or any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding-up its affairs, Corporation pursuant to Article 5 Section 4 of the Exchangeable these Share Provisions, to purchase from all but not less than all of the holders of Exchangeable Shares (other than Quanta or any holder of Exchangeable Shares which is an affiliate Affiliate of AcquirorQuanta) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon on payment by Callco to each such holder of the an amount per Exchangeable Share (the “Liquidation Call Purchase Price”) equal to (i) the Current Market Price applicable of a Quanta Share on the last Business Day prior to the Liquidation Date (which shall be satisfied in full by Callco causing to be delivered to such holder one Quanta Share for each Exchangeable Share presented and surrendered by the "holder), plus (ii) the Unpaid Dividend Amount, if any, on each such Exchangeable Share held by such holder. For greater certainty, the Liquidation Call Purchase Price") in accordance with Subsection 8.2(c)Price for each such Exchangeable Share held by such holder on the Liquidation Date may be satisfied only by the Corporation causing the issuance and delivery to such holder of one Quanta Share and a cheque for the balance, if any, of the Liquidation Call Purchase Price without interest, less any amounts withheld on account of tax required to be deducted and withheld therefrom. In the event of the exercise of the Liquidation Call Right by Callco, each holder shall be obligated to sell all the Exchangeable Shares held by such holder to Callco on the Liquidation Date upon and payment by Callco to such holder of the Liquidation Call Purchase Price for each such to the holders of Exchangeable ShareShares, whereupon Canco the Corporation shall thereafter have no obligation to pay any Liquidation Amount to the holders of redeem such shares so purchased by Callco. (b) To exercise the Liquidation Call Right, Callco must notify ExchangeCo and the Transfer Agent Agent, as trustee for the holders of Exchangeable Shares, of Callco's ’s intention to exercise such right at least 45 15 days before the Liquidation Date, Date in the case of a voluntary liquidation, dissolution or winding-up of ExchangeCo or any other voluntary distribution of the assets of ExchangeCo among its shareholders for the purpose of winding-up its affairs, Corporation and at least five Business Days before the Liquidation Date, Date in the case of an involuntary liquidation, dissolution or winding-up of ExchangeCo or any other involuntary distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairsCorporation. The Transfer Agent will notify the holders of Exchangeable Shares as to whether or not Callco has exercised the Liquidation Call Right Right, such notice to be given forthwith after the expiry of the period during which Callco may exercise the same may be exercised Liquidation Call Right, provided that the failure by Callcothe Transfer Agent to give such notice shall not affect the validity of the exercise of the Liquidation Call Right. If Callco exercises the Liquidation Call Right, then on the Liquidation Date, Date Callco will purchase and the holders of Exchangeable Shares will sell all of the Exchangeable Shares then outstanding outstanding, free and clear of all liens, claims and encumbrances, for a price per share equal to the Liquidation Call Purchase Price. (c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Liquidation Call Right, Callco shall deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, the Exchangeable Share Consideration representing the total Liquidation Call Purchase Price. Provided that such Exchangeable Share Consideration has been so deposited with the Transfer Agent, on On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and shall not be entitled to exercise any of Date the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement ), other than the right each holder of Exchangeable Shares will be limited to receive their receiving such holder’s proportionate part of the total Liquidation Call Purchase Price payable by Callco, without interest, Callco upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of Acquiror the Quanta Shares to which such holder it is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the ABCA Act and the by-laws articles of ExchangeCo the Corporation and such additional documents and instruments as the Transfer Agent Agent, the Corporation, Callco or Quanta may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco shall deliver to such holder, certificates representing the Exchangeable Share Consideration Quanta Shares to which such the holder is entitledentitled and an undertaking to make payment in respect of the Unpaid Dividend Amount on the date on which such dividends would have been paid if the Liquidation Distribution had not been made, in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom. If Callco does not exercise the Liquidation Call Right in the manner described above, on the Liquidation Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the Liquidation Amount Price otherwise payable by ExchangeCo the Corporation in connection with the liquidation, dissolution or winding-winding up of ExchangeCo the Corporation pursuant to Article 5 Section 4 of the Exchangeable these Share Provisions. (d) Callco shall at any time be entitled to assign all of its rights in this Section 7.1 to Quanta or an Affiliate of Quanta provided that such company assumes all of Callco’s obligations under this Section.

Callco Liquidation Call Right. (a1) Callco CallCo shall have the overriding right (the "Liquidation Call RightLIQUIDATION CALL RIGHT"), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of ExchangeCo or any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding-up its affairs, pursuant Company as referred to in Article 5 of the Exchangeable Share Provisions, to purchase from all but not less than all all, of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is an affiliate of Acquiror) Holders on the Liquidation Date (other than ParentCo or any Affiliate or Subsidiary thereof) all but not less than all of the Exchangeable Shares held by each such holder upon payment Holder by Callco delivering or causing to deliver to each such holder of the Exchangeable Share Price applicable on the last Business Day prior to the Liquidation Date (the "LIQUIDATION CALL PURCHASE PRICE"), which as provided in this Section 3.1, shall be fully paid and satisfied by the delivery by or on behalf of CallCo of the Exchangeable Share Consideration representing the Liquidation Call Purchase Price") in accordance with Subsection 8.2(c). In the event of the exercise of the Liquidation Call Right by CallcoParentCo, each holder Holder shall be obligated to sell all of the Exchangeable Shares held by such holder the Holder to Callco CallCo on the Liquidation Date upon payment on delivery by Callco CallCo to such holder the Holder of the Exchangeable Share Consideration representing the Liquidation Call Purchase Price for each such share. In connection with payment of the Exchangeable ShareShare Consideration representing the total Liquidation Call Purchase Price, whereupon Canco CallCo shall have no obligation be entitled to pay any Liquidation Amount withhold, sell or dispose of that number of ParentCo Common Stock otherwise be deliverable as Exchangeable Share Consideration to the holders of such shares so purchased by Callcoparticular Holder in order to satisfy any statutory withholding tax obligation. (b2) To exercise the Liquidation Call Right, Callco CallCo must notify ExchangeCo the Company and the Transfer Agent Trustee on behalf of Callco's the holders of Exchangeable Shares in writing of its intention to exercise such right at least 45 30 days before the Liquidation Date, Date in the case of a voluntary liquidation, dissolution or winding-up of ExchangeCo or any other voluntary distribution of the assets of ExchangeCo among its shareholders for the purpose of winding-up its affairs, Company and at least five Business Days before the Liquidation Date, Date in the case of an involuntary liquidation, dissolution or winding-up of ExchangeCo or any other involuntary distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairsCompany. The Transfer Agent Company will notify in writing the Trustee on behalf of the holders of Exchangeable Shares as to whether Callco or not CallCo has exercised the Liquidation Call Right forthwith after the expiry of the period during date by which the same may be exercised by CallcoCallCo. If Callco CallCo exercises the Liquidation Call Right, then on the Liquidation Date, Callco CallCo will purchase and the holders of Exchangeable Shares will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Liquidation Call Purchase Price. (c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Liquidation Call Right, Callco shall deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, the Exchangeable Share Consideration representing the total Liquidation Call Purchase Price. Provided that such Exchangeable Share Consideration has been so deposited with the Transfer Agent, on . (3) On and after the Liquidation Date, Date the holders right of each holder of Exchangeable Shares will be limited to receiving such holder's proportionate share of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement ), other than the right to receive their proportionate part of Share Consideration representing the total Liquidation Call Purchase Price payable by Callco, CallCo without interest, interest upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of Acquiror Shares the ParentCo Common Stock delivered to which such holder is entitledit. Upon surrender to the Transfer Agent Company of a certificate or certificates representing the Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the ABCA Act and the by-laws constating documents of ExchangeCo the Company and such additional documents and instruments as the Transfer Agent Company may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco ParentCo shall deliver to such holder, the Exchangeable Share Consideration to which such the holder is entitled. If Callco CallCo does not exercise the Liquidation Call Right in the manner described above, on the Liquidation Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the Exchangeable Share Consideration representing the Liquidation Amount otherwise payable by ExchangeCo the Company in connection with the liquidation, dissolution or winding-up of ExchangeCo the Company pursuant to Article 5 of the Exchangeable Share Provisions.

Callco Liquidation Call Right. (a) Callco shall have the overriding right (the "Liquidation Call Right"), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of ExchangeCo Exchangeco or any other distribution of the assets of ExchangeCo Exchangeco among its shareholders for the purpose of winding-up its affairs, pursuant to Article 5 of the Exchangeable Share Provisions, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is an affiliate of AcquirorDuke Energy) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by Callco to each such holder of the Exchangeable Share Price applicable on the last Business Day prior to the Liquidation Date (the "Liquidation Call Purchase Price") in accordance with Subsection 8.2(cSection 5.1(c). In the event of the exercise of the Liquidation Call Right by Callco, each holder shall be obligated to sell all the Exchangeable Shares held by such holder to Callco on the Liquidation Date upon payment by Callco to such holder of the Liquidation Call Purchase Price for each such Exchangeable Share, whereupon Canco Exchangeco shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased by Callco. (b) To exercise the Liquidation Call Right, Callco must notify ExchangeCo Exchangeco and Exchangeco's transfer agent (the "Transfer Agent Agent"), as agent for the holders of Exchangeable Shares, and Exchangeco of Callco's intention to exercise such right at least 45 days before the Liquidation Date, Date in the case of a voluntary liquidation, dissolution or winding-up of ExchangeCo Exchangeco or any other voluntary distribution of the assets of ExchangeCo Exchangeco among its shareholders for the purpose of winding-up its affairs, and at least five Business Days before the Liquidation Date, Date in the case of an involuntary liquidation, dissolution or winding-up of ExchangeCo Exchangeco or any other involuntary distribution of the assets of ExchangeCo Exchangeco among its shareholders for the purpose of winding up its affairs. The Transfer Agent will notify the holders of Exchangeable Shares as to whether Callco has exercised the Liquidation Call Right forthwith after the expiry of the period during which the same may be exercised by Callco. If Callco exercises the Liquidation Call Right, then on the Liquidation Date, Callco will purchase and the holders of Exchangeable Shares will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Liquidation Call Purchase Price. (c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Liquidation Call Right, Callco shall deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, the Exchangeable Share Consideration representing the total Liquidation Call Purchase Price. Provided that such Exchangeable Share Consideration has been so deposited with the Transfer Agent, on and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement ), other than the right to receive their proportionate part of the total Liquidation Call Purchase Price payable by Callco, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of Acquiror Shares to which such holder is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the ABCA and the by-laws of ExchangeCo and such additional documents and instruments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco shall deliver to such holder, the Exchangeable Share Consideration to which such holder is entitled. If Callco does not exercise the Liquidation Call Right in the manner described above, on the Liquidation Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the Liquidation Amount otherwise payable by ExchangeCo in connection with the liquidation, dissolution or winding-up of ExchangeCo pursuant to Article 5 of the Exchangeable Share Provisions.If