Common use of Callco Redemption Call Right Clause in Contracts

Callco Redemption Call Right. (a) Callco shall have the overriding right (the “Redemption Call Right”), notwithstanding the proposed redemption of the Exchangeable Shares by the Corporation pursuant to Section 6 of 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 of Quanta) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder on payment by Callco to each holder of an amount per Exchangeable Share (the “Redemption Call Purchase Price”) equal to (i) the Current Market Price of a Quanta Share on the last Business Day prior to the Redemption 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 Exchangeable Share held by such holder. For greater certainty, the Redemption Call Purchase Price for each such Exchangeable Share held by such holder on the Redemption 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 Redemption 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 Redemption Call Right by Callco, each holder shall be obligated to sell all the Exchangeable Shares held by the holder to Callco on the Redemption Date, free and clear of all liens, claims and encumbrances, on payment by Callco to the holder of the Redemption Call Purchase Price for each such share, and the Corporation shall thereafter have no obligation to redeem such shares so purchased by Callco.

Callco Redemption Call Right. (a1) Callco shall have the overriding right (the “Redemption Call Right”), notwithstanding the proposed redemption of the Exchangeable Shares by the Corporation pursuant to Section 6 Article 7 of these the Exchangeable 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 of Quanta) Holders on the Automatic Redemption Date all but not less than all of the Exchangeable Shares held by each such holder the Holders on payment by Callco to each holder the Holders of an amount per Exchangeable Share (the “Redemption Call Purchase Price”) equal to (i) the Current Market Price of a Quanta Exchangeable Share Consideration applicable on the last Business Day prior to the Automatic Redemption Date (Date, which shall be satisfied in full by Callco delivering or causing to be delivered to such holder one Quanta Share for each the Holders, the Exchangeable Share presented and surrendered by Consideration representing the holder), plus (ii) the Unpaid Dividend Amount, if any, on each Exchangeable Share held by such holder. For greater certainty, the Holders’ total Redemption Call Purchase Price for each such Exchangeable Share held by such holder on the Redemption 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 Redemption Call Purchase Price without interest, less any amounts withheld on account of tax required to be deducted and withheld therefromPrice. In the event of the exercise of the Redemption Call Right by Callco, each holder the Holders shall be obligated to sell all of the Exchangeable Shares held by the holder Holders to Callco on the Automatic Redemption Date, free and clear of all liens, claims and encumbrances, Date on payment by Callco to the holder Holders of the Redemption Call Purchase Price for each such share, and the less any amounts withheld pursuant to Section 3.5 hereof, and, provided Callco completes such purchase, Corporation shall thereafter have no obligation to redeem pay the Redemption Price for such shares so purchased by Callco.

Callco Redemption Call Right. (a1) Callco CallCo shall have the overriding right (the “Redemption Call Right”"REDEMPTION CALL RIGHT"), notwithstanding the proposed redemption of the Exchangeable Shares by the Corporation Company pursuant to Section 6 Article 7 of these the Exchangeable Share Provisions, to purchase from all all, but not less than all all, of the holders of Exchangeable Shares on the Automatic Redemption Date (other than Quanta ParentCo or any holder of Exchangeable Shares which is an Affiliate of QuantaSubsidiary thereof) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder on payment delivery by Callco CallCo to each the holder of an amount per the Exchangeable Share (the “Redemption Call Purchase Price”) equal to (i) the Current Market Price of a Quanta Share applicable on the last Business Day prior to the Automatic Redemption Date (the "REDEMPTION CALL PURCHASE PRICE"), which as provided in this Section 3.2, shall be fully paid and satisfied in full by Callco causing to be delivered to such holder one Quanta Share for each the delivery by or on behalf of CallCo of the Exchangeable Share presented and surrendered by the holder), plus (ii) the Unpaid Dividend Amount, if any, on each Exchangeable Share held by such holder. For greater certainty, Consideration representing the Redemption Call Purchase Price for each such Exchangeable Share held by such holder on the Redemption 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 Redemption Call Purchase Price without interest, less any amounts withheld on account of tax required to be deducted and withheld therefromPrice. In the event of the exercise of the Redemption Call Right by CallcoCallCo, each holder shall be obligated to sell all the Exchangeable Shares held by the holder to Callco CallCo on the Automatic Redemption Date, free and clear of all liens, claims and encumbrances, Date on payment delivery by Callco CallCo to the holder of the Exchangeable Share Consideration representing the Redemption Call Purchase Price for each such share. In connection with payment of the Exchangeable Share Consideration representing the total Redemption Call Purchase Price, and CallCo shall be entitled to withhold, sell or dispose of that number of the Corporation shall thereafter have no obligation ParentCo Common Stock otherwise deliverable to redeem such shares so purchased by Callcothe particular holder of Exchangeable Shares in order to satisfy any statutory withholding obligation.

Callco Redemption Call Right. (a) Callco CallCo shall have the overriding right (the “Redemption Call Right”"REDEMPTION CALL RIGHT"), notwithstanding the proposed redemption of the Exchangeable Shares by the Corporation ExchangeCo pursuant to Section 6 Article 7 of these the Exchangeable 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 of Quanta) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder on payment by Callco CallCo to each the holder of an amount per Exchangeable Share (the “Redemption Call Purchase Price”) share equal to (i) the Current Market Price (as defined in the Exchangeable Share Provisions) of a Quanta Share share of Parent Common Stock on the last Business Day prior to the Redemption Date (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), share of Parent Common Stock plus (ii) the Unpaid Dividend Amount, if any, right to receive the full amount when paid of all unpaid dividends on each Exchangeable Share held by such holder. For greater certainty, the Redemption Call Purchase Price for each such Exchangeable Share held by such holder on for which the record date has occurred prior to the Redemption Date may be satisfied only by (collectively, the Corporation causing the issuance and delivery to such holder of one Quanta Share and a cheque for the balance, if any, of the Redemption Call Purchase Price without interest, less any amounts withheld on account of tax required to be deducted and withheld therefrom"REDEMPTION CALL PURCHASE PRICE"). In the event of the exercise of the Redemption Call Right by CallcoCallCo, each holder shall be obligated to sell all the Exchangeable Shares held by the holder to Callco CallCo on the Redemption Date, free and clear of all liens, claims and encumbrances, Date on payment by Callco CallCo to the holder of the Redemption Call Purchase Price for each such share, and the Corporation shall thereafter have no obligation to redeem such shares so purchased by Callco.

Callco Redemption Call Right. (a) Callco CallCo shall have the overriding right (the “Redemption Call Right”), notwithstanding the proposed redemption of the Exchangeable Shares by the Corporation ExchangeCo pursuant to Section 6 Article 7 of these the Exchangeable 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 of Quanta) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder on payment by Callco CallCo to each the holder of an amount per Exchangeable Share (the “Redemption Call Purchase Price”) share equal to (i) the Current Market Price (as defined in the Exchangeable Share Provisions) of a Quanta Share share of Parent Common Stock on the last Business Day prior to the Redemption Date (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), share of Parent Common Stock plus (ii) the Unpaid Dividend Amount, if any, right to receive the full amount when paid of all unpaid dividends on each such Exchangeable Share held by such holder. For greater certaintyfor which the record date has occurred prior to the Redemption Date (collectively, the “Redemption Call Purchase Price for each such Exchangeable Share held by such holder on the Redemption 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 Redemption Call Purchase Price without interest, less any amounts withheld on account of tax required to be deducted and withheld therefromPrice”). In the event of the exercise of the Redemption Call Right by CallcoCallCo, each holder shall be obligated to sell all the Exchangeable Shares held by the holder to Callco CallCo on the Redemption Date, free and clear of all liens, claims and encumbrances, Date on payment by Callco CallCo to the holder of the Redemption Call Purchase Price for each such share, and the Corporation shall thereafter have no obligation to redeem such shares so purchased by Callco.