Common use of Certificates and Payments Clause in Contracts

Certificates and Payments. (a) Following receipt of the Final Order and in any event no later than the Business Day prior to the Effective Date, the Purchaser shall deliver or cause to be delivered to the Depositary sufficient funds to satisfy the aggregate Consideration payable to the Company Shareholders in accordance with Section 3.1(d), which cash shall be held by the Depositary in escrow as agent and nominee for such former Company Shareholders for distribution thereto in accordance with the provisions of this Article 5. (b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Company Shares that were transferred pursuant to Section 3.1(d), together with a duly completed and executed Letter of Transmittal and any such additional documents and instruments as the Depositary may reasonably require, the registered holder of the Company Shares represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company Shareholder, as soon as practicable, the Consideration that such Company Shareholder has the right to receive under the Arrangement for such Company Shares, less any amounts withheld pursuant to Section 5.3, and any certificate so surrendered shall forthwith be cancelled. (c) On or as soon as practicable after the Effective Date, the Company will make payment of the aggregate amount payable to the holders of Company Convertible Securities in accordance with Section 3.1(a). On or as soon as practicable after the Effective Date, the Company shall pay or cause to be paid the amounts, net of applicable withholdings, to be paid to holders of Company Convertible Securities pursuant to this Plan of Arrangement, either (i) pursuant to the normal payroll practices and procedures of Company, or (ii) by cheque or similar means (delivered to such holder of Company Convertible Securities, as reflected on the register maintained by or on behalf of Company in respect of the Company Convertible Securities). (d) After the Effective Time and until surrendered for cancellation as contemplated by Section 5.1(b), each certificate that immediately prior to the Effective Time represented one or more Company Shares (other than Company Shares held by the Purchaser, the Parent or any of their respective affiliates) shall be deemed at all times to represent only the right to receive from the Depositary in exchange therefor the Consideration that the holder of such certificate is entitled to receive in accordance with Section 3.1(d), less any amounts withheld pursuant to Section 5.3.

Certificates and Payments. (a) Following receipt of the Final Order and in any event no later than the Business Day prior to the Effective DateTime, the Purchaser Parent shall deliver or cause arrange to be delivered to the Depositary sufficient funds the Consideration, including certificates or Direct Registration System Advices representing the Parent Shares required to satisfy the aggregate Consideration payable be issued to the Company Shareholders in accordance with Section 3.1(d)) hereof, which cash Parent Share evidence shall be held by the Depositary in escrow as agent and nominee for such former Company Shareholders for distribution thereto to such former Company Shareholders in accordance with the provisions of this Article 55 hereof. (b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Company Shares that were transferred pursuant to Section 3.1(d), together with a duly completed and executed Letter of Transmittal and any such additional documents and instruments as the Depositary may reasonably require, the registered holder of the Company Shares Shareholder represented by such surrendered certificate shall be entitled to receive in exchange therefortherefor the Consideration to which the holder is entitled to receive in respect of the Company Shares represented by such certificate, and the Depositary shall deliver to such Company ShareholderShareholder the Consideration, as soon as practicable, the Consideration that which such Company Shareholder has the right to receive under the Arrangement for such Company Shares, less any amounts withheld pursuant to Section 5.3, Shares and any certificate so surrendered shall forthwith be cancelled. (c) On or as soon as practicable after the Effective Date, the Company will make payment of the aggregate amount payable to the holders of Company Convertible Securities in accordance with Section 3.1(a). On or as soon as practicable after the Effective Date, the Company shall pay or cause to be paid the amounts, net of applicable withholdings, to be paid to holders of Company Convertible Securities pursuant to this Plan of Arrangement, either (i) pursuant to the normal payroll practices and procedures of Company, or (ii) by cheque or similar means (delivered to such holder of Company Convertible Securities, as reflected on the register maintained by or on behalf of Company in respect of the Company Convertible Securities). (d) After the Effective Time and until Until surrendered for cancellation as contemplated by this Section 5.1(b)5.1, each certificate that immediately prior to the Effective Time represented one or more Company Shares (other than Company Shares held by the Purchaser, the Parent or any of their respective affiliates) shall be deemed at all times after the Effective Time to represent only the right to receive from upon such surrender the Consideration to which the holder is entitled to receive in lieu of such certificate as contemplated in this Section 5.1. Any such certificate formerly representing Company Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Company Shares of any kind or nature against or in Parent, AcquisitionCo, Purchaser or Company. On such date, all Consideration to which such former holder was entitled shall be deemed to have been surrendered and forfeited to Parent. (d) In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Company Shares that were transferred pursuant to Section 3.1(d) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will deliver in exchange therefor for such lost, stolen or destroyed certificate, the Consideration deliverable in accordance with such holder’s Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such Consideration is to be delivered shall as a condition precedent to the delivery of such Consideration, give a bond satisfactory to Parent and the Depositary (acting reasonably) in such sum as Parent may direct, or otherwise indemnify Parent and Company in a manner satisfactory to Parent and Company, acting reasonably, against any claim that may be made against Parent, AcquisitionCo, Purchaser and Company with respect to the certificate alleged to have been lost, stolen or destroyed. (e) Parent, AcquisitionCo, Purchaser, Company or the Depositary shall be entitled to deduct and withhold from any amount payable to any Person under the Plan of Arrangement, such amounts as Parent, AcquisitionCo, Purchaser, Company or the Depositary are required to deduct and withhold with respect to such payment under the Tax Act, the United States Internal Revenue Code of 1986, as amended, or any provision of any other applicable Law in respect of Taxes (a “Withholding Obligation”). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made, provided that such amounts are actually remitted to the appropriate taxing authority. To the extent that any amount so required to be deducted or withheld from any payment to any Person exceeds the amount of cash otherwise payable to such Person, Parent, AcquisitionCo, Company or the Depositary shall also have the right to withhold such number of Parent Shares otherwise issuable to such Person pursuant to this Plan of Arrangement as would be necessary to produce sale proceeds (after deducting reasonable commissions payable to the broker and other reasonable costs and expenses) sufficient to fund any Withholding Obligation in respect of such Person; provided that Parent, the Company, AcquisitionCo or the Depositary, as applicable, shall notify the holder thereof and remit any unapplied balance of the net proceeds of such sale; and provided, further, that no sales of any such Parent Shares shall occur in any jurisdiction in which such sales are not permitted under applicable Law. (f) Any exchange or transfer of Company Shares pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind. (g) No dividend or other distribution declared or made after the Effective Time with respect to Parent Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding Company Shares unless and until the holder of such certificate shall have complied with the provisions of this Section 5.1. Subject to applicable Law and to this Section 5.1, at the time of such compliance, there shall, in addition to the delivery of Consideration to which such holder is entitled thereby entitled, be delivered to receive in accordance such holder, without interest, the amount of the dividend or other distribution with Section 3.1(d), less any amounts withheld pursuant a record date after the Effective Time theretofore paid with respect to Section 5.3such Parent Shares.

Certificates and Payments. (a) Following receipt of the Final Order and in any event no later than the Business Day prior to the Effective DateTime, the Purchaser Newmont shall deliver or cause to be delivered to the Depositary sufficient funds and Newmont Shares to satisfy the aggregate Consideration payable to the Company Goldcorp Shareholders in accordance with Section 3.1(d)3.1, which cash and Newmont Share shall be held by the Depositary in escrow as agent and nominee for such former Company Goldcorp Shareholders for distribution thereto to such former Goldcorp Shareholders in accordance with the provisions of this Article 5. (b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Company Goldcorp Shares that were transferred pursuant to Section 3.1(d3.1(c), together with a duly completed and executed Letter of Transmittal and any such additional documents and instruments as the Depositary may reasonably require, the registered holder of the Company Goldcorp Shares represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company Shareholder, as soon as practicable, Goldcorp Shareholder the Consideration that such Company Goldcorp Shareholder has the right to receive under the Arrangement for such Company Goldcorp Shares, less any amounts withheld pursuant to Section 5.3, and any certificate so surrendered shall forthwith be cancelled. (c) On or as soon as practicable after the Effective Date, the Company will make payment of the aggregate amount payable to the holders of Company Convertible Securities in accordance with Section 3.1(a). On or as soon as practicable after the Effective Date, the Company shall pay or cause to be paid the amounts, net of applicable withholdings, to be paid to holders of Company Convertible Securities pursuant to this Plan of Arrangement, either (i) pursuant to the normal payroll practices and procedures of Company, or (ii) by cheque or similar means (delivered to such holder of Company Convertible Securities, as reflected on the register maintained by or on behalf of Company in respect of the Company Convertible Securities). (d) After the Effective Time and until surrendered for cancellation as contemplated by Section 5.1(b), each certificate that immediately prior to the Effective Time represented one or more Company Goldcorp Shares (other than Company Goldcorp Shares held by the Purchaser, the Parent Newmont or any of their respective its affiliates) shall be deemed at all times to represent only the right to receive from the Depositary in exchange therefor the Consideration that the holder of such certificate is entitled to receive in accordance with Section 3.1(d)3.1, less any amounts withheld pursuant to Section 5.3. (d) Following receipt of the Final Order and prior to the Effective Time, Goldcorp shall deliver or cause to be delivered to the Depositary (unless the parties otherwise agree) sufficient funds to satisfy the aggregate amount of cash payable to the holders of the Goldcorp Options in accordance with Section 3.1, which cash shall be held by the Depositary as agent and nominee for such former holder of Goldcorp Options for distribution to such former holder of Goldcorp Options in accordance with the provisions of this Article 5. The delivery of such funds to the Depositary following receipt of the Final Order and prior to the Effective Time shall constitute full satisfaction of the rights of former holders of Goldcorp Options and such former holders of Goldcorp Options shall have no claim against Goldcorp or Newmont except to the extent that the funds delivered by Goldcorp to the Depositary (except to the extent such funds are withheld in accordance with Section 5.3) are insufficient to satisfy the amounts payable to such former holders of Goldcorp Options or are not paid by the Depositary to such former holders of Goldcorp Options in accordance with the terms hereof. As soon as practicable after the Effective Time, the Depositary shall pay or cause to be paid the amounts, less applicable withholdings, to be paid to former holders of Goldcorp Options pursuant to this Plan of Arrangement. Notwithstanding the foregoing, at the election of Goldcorp, Goldcorp shall be entitled to pay the cash payable to the former holders of the Goldcorp Options pursuant to Section 3.1(b) through its payroll service provider following the Effective Date.

Certificates and Payments. (a) Following receipt of the Final Order and in any event no later than the Business Day prior 5.1 Prior to the Effective DateTime, the Purchaser shall deliver Buyer will deposit or cause to be delivered deposited with the Exchange Agent, for the benefit of and to the Depositary sufficient funds to satisfy the aggregate Consideration payable to the be held on behalf of Company Shareholders entitled to receive the Exchange Consideration in accordance with Section 3.1(d3.1(a)(i), which cash shall be held by evidence of the Depositary Exchange Consideration in escrow as agent and nominee for such former Company Shareholders for distribution thereto in accordance the book-entry form. 5.2 Following the deposit with the provisions of this Article 5. (b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Company Shares that were transferred pursuant to Section 3.1(d), together with a duly completed and executed Letter of Transmittal and any such additional documents and instruments as the Depositary may reasonably require, the registered holder Exchange Agent of the Company Shares represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company Shareholder, as soon as practicable, the Exchange Consideration that such Company Shareholder has the right to receive under the Arrangement for such Company Shares, less any amounts withheld pursuant to Section 5.3, and any certificate so surrendered shall forthwith be cancelled. (c) On or as soon as practicable after the Effective Date, the Company will make payment of the aggregate amount payable to the holders of Company Convertible Securities in accordance with Section 3.1(a5.1, Buyer will be fully and completely discharged from its obligation to pay the Exchange Consideration to Company Shareholders pursuant to Section 3.1(a)(i). On or as soon as practicable after , and the Effective Daterights of such holders will be limited to receiving, from the Exchange Agent, the Company shall pay or cause Buyer Ordinary Shares (in the form of Buyer ADSs) to be paid the amounts, net of applicable withholdings, to be paid to holders of Company Convertible Securities pursuant to which they are entitled in accordance with this Plan of Arrangement, either (i) pursuant to the normal payroll practices and procedures of Company, or (ii) by cheque or similar means (delivered to such holder of Company Convertible Securities, as reflected on the register maintained by or on behalf of Company in respect of the Company Convertible Securities). (d) . After the Effective Time and until surrendered for cancellation as contemplated by Section 5.1(b)this Article 5, each certificate that immediately prior to the Effective Time represented one or more Company Shares (other than Company Shares held by the Purchaser, the Parent or any of their respective affiliates) shall be deemed at all times to represent only the right to receive from the Depositary in exchange therefor the Exchange Consideration in book-entry form, that the holder of such certificate is entitled to receive in accordance with Section 3.1(d3.1(a)(i). 5.3 Until such time as a Company Shareholder deposits with the Exchange Agent a duly completed Letter of Transmittal, and such documents, certificates and instruments contemplated by the Letter of Transmittal, and such other documents and instruments as the Exchange Agent or Buyer reasonably requires, the payment or delivery to which such Company Shareholder is entitled will, in each case, be delivered or paid to the Exchange Agent to be held as agent on behalf of and for the benefit of such Company Shareholder for delivery to such Company Shareholder, without interest and subject to any withholding described in Section 6.2, if any, upon delivery of the Letter of Transmittal, and such documents, certificates and instruments contemplated by the Letter of Transmittal, and such other documents, certificates and instruments as the Exchange Agent or Buyer reasonably requires. 5.4 Upon surrender to the Exchange Agent for cancellation of a certificate (or affidavit of loss in lieu thereof in the form required by Buyer and the Exchange Agent) that immediately prior to the Effective Time represented one or more Company Shares, or in the case of Company Shares held in the book-entry form, a properly completed and duly executed Letter of Transmittal, and such additional documents, certificates and instruments as the Buyer, Company and the Exchange Agent may reasonably require, the holder of such surrendered certificate (or affidavit of loss in lieu thereof), less or the deliverer of such Letter of Transmittal, as applicable, will be entitled to receive, and the Exchange Agent will, as promptly as practicable after the Effective Time, deliver to such holder, evidence of the Exchange Consideration, in book entry form, to which such holder is entitled under the Arrangement, and any amounts withheld certificate so surrendered will forthwith be cancelled. 5.5 If any portion of the Exchange Consideration is to be issued to a Person other than Company Shareholder in whose name the surrendered certificate or the transferred Company Share in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of the Exchange Consideration that (i) either such certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Company Share in book-entry form shall be properly transferred and (ii) the Person requesting such consideration pay to the Exchange Agent any transfer Taxes required as a result of such consideration being issued to a Person other than the registered holder of such certificate or Company Share in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer Taxes have been paid or are not payable. 5.6 Any portion of the aggregate Exchange Consideration that remains unclaimed by Company Shareholders six (6) years following the Effective Time shall be delivered to Buyer or as otherwise instructed by Buyer, and any right or claim to payment under the Plan of Arrangement that remains outstanding six (6) years following the Effective Date shall cease to represent a right or claim of any kind or nature and the right of Company Shareholders to receive the applicable portion of the aggregate Exchange Consideration in accordance with the Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to Buyer, for no consideration. 5.7 In no event will any Person be entitled to a fractional Buyer Ordinary Share (as represented by Buyer ADSs) or a fractional interest in a Buyer ADS. Where the aggregate number of Buyer Ordinary Shares (or Buyer ADSs) to be issued to a Person pursuant to or as contemplated in this Plan of Arrangement, including upon exercise of Replacement Options and Company Warrants, would result in a fraction of a Buyer Ordinary Shares or Buyer ADS being issuable, the number of Buyer Ordinary Shares or Buyer ADSs to be received by such Person will be rounded down to the nearest whole number, without any compensation therefor. 5.8 No dividend or other distribution declared or made after the Effective Time with respect to the Exchange Consideration with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding Company Shares unless and until the holder of such certificate shall have complied with the provisions of Article 5. Subject to applicable law and to Section 5.36.2, at the time of such compliance, there shall, in addition to the delivery of evidence of the portion of the Exchange Consideration to which such holder is entitled under the Arrangement, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such Exchange Consideration.

Certificates and Payments. (a) Following receipt of the Final Order and in any event no later than the Business Day prior to the Effective DateTime, the Purchaser Parent shall deliver or cause arrange to be delivered to the Depositary sufficient funds the Consideration, including customary evidence representing the Parent Shares required to satisfy the aggregate Consideration payable be issued to the Company Shareholders in accordance with Section 3.1(d)3.1(e) hereof, which cash Parent Share evidence shall be held by the Depositary in escrow as agent and nominee for such former Company Shareholders for distribution thereto to such former Company Shareholders in accordance with the provisions of this Article 55 hereof. (b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Company Shares that were transferred pursuant to Section 3.1(d3.1(e), together with a duly completed and executed Letter of Transmittal and any Election Form and such additional documents and instruments as the Depositary may reasonably require, the registered holder of the Company Shares Shareholder represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company Shareholder, as soon as practicable, the Consideration that which such Company Shareholder has the right to receive under the Arrangement for such Company Shares, less any amounts withheld pursuant to Section 5.3, Shares and any certificate so surrendered shall forthwith be cancelled. Notwithstanding the foregoing, a Company RSU Holder, in his, her or its capacity as such, shall not be obligated to deposit certificates representing the underlying Company Shares (including those received pursuant to Section 3.1(d)) in order to receive the Consideration which such Company RSU Holder has the right to receive under the Arrangement for such Company Shares if certificates representing such Common Shares have not been issued (and the Letter of Transmittal and Election Form shall provide for same). (c) On or as soon as practicable after the Effective Date, the Company will make payment of the aggregate amount payable to the holders of Company Convertible Securities in accordance with Section 3.1(a). On or as soon as practicable after the Effective Date, the Company shall pay or cause to be paid the amounts, net of applicable withholdings, to be paid to holders of Company Convertible Securities pursuant to this Plan of Arrangement, either (i) pursuant to the normal payroll practices and procedures of Company, or (ii) by cheque or similar means (delivered to such holder of Company Convertible Securities, as reflected on the register maintained by or on behalf of Company in respect of the Company Convertible Securities). (d) After the Effective Time and until Until surrendered for cancellation as contemplated by this Section 5.1(b)5.1, each certificate that immediately prior to the Effective Time represented one or more Company Shares (other than Company Shares held by the Purchaser, the Parent or any of their respective affiliates) shall be deemed at all times after the Effective Time to represent only the right to receive from upon such surrender the Consideration to which the holder is entitled to receive in lieu of such certificate as contemplated in this Section 5.1. Any such certificate formerly representing Company Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Company Shares of any kind or nature against or in Parent, Purchaser or Company. On such date, all Consideration to which such former holder was entitled shall be deemed to have been surrendered and forfeited to Purchaser. (d) Any payment made by way of cheque by the Depositary pursuant to the Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of any Company Shareholder to receive the Consideration for Company Shares pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to Purchaser. (e) In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Company Shares that were transferred pursuant to Section 3.1(e) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange therefor for such lost, stolen or destroyed certificate, the Consideration deliverable in accordance with such holder’s Letter of Transmittal and Election Form. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such cash is to be delivered shall as a condition precedent to the delivery of such cash, give a bond satisfactory to Parent and the Depositary (acting reasonably) in such sum as Parent may direct, or otherwise indemnify Parent and Company in a manner satisfactory to Parent and Company, acting reasonably, against any claim that may be made against Parent, Purchaser and Company with respect to the certificate alleged to have been lost, stolen or destroyed. (f) Parent, Purchaser, Company or the Depositary shall be entitled to deduct and withhold from any amount payable to any Person under the Plan of Arrangement, such amounts as Parent, Purchaser, Company or the Depositary are required to deduct and withhold with respect to such payment under the Tax Act, the United States Internal Revenue Code of 1986, as amended, or any provision of any other Law (a “Withholding Obligation”). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made, provided that such amounts are actually remitted to the appropriate taxing authority. Parent, Purchaser, Company or the Depositary shall also have the right to withhold such number of Parent Shares otherwise issuable to such Person pursuant to this Plan of Arrangement as would be necessary to produce sale proceeds (after deducting reasonable commissions payable to the broker and other reasonable costs and expenses) sufficient to fund any Withholding Obligation in respect of such Person; provided that no sales of any such Parent Shares shall occur in the United States or any other jurisdiction in which such sales are not permitted under applicable Law. (g) Any exchange or transfer of Company Shares pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind. (h) No dividend or other distribution declared or made after the Effective Time with respect to Parent Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding Company Shares unless and until the holder of such certificate shall have complied with the provisions of this Section 5.1. Subject to applicable Law and to this Section 5.1, at the time of such compliance, there shall, in addition to the delivery of Consideration to which such holder is entitled thereby entitled, be delivered to receive in accordance such holder, without interest, the amount of the dividend or other distribution with Section 3.1(d), less any amounts withheld pursuant a record date after the Effective Time theretofore paid with respect to Section 5.3such Parent Shares.

Certificates and Payments. (a) Following receipt of the Final Order and in any event no later than the Business Day prior to the Effective DateTime, the Purchaser Parent shall deliver or cause arrange to be delivered to the Depositary sufficient funds the Consideration, including customary evidence representing the Parent Securities required to satisfy the aggregate Consideration payable be issued to the Company Shareholders in accordance with Section 3.1(d)3.1(e) hereof, which cash Parent Security evidence shall be held by the Depositary in escrow as agent and nominee for such former Company Shareholders for distribution thereto to such former Company Shareholders in accordance with the provisions of this Article 55 hereof. (b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Company Shares that were transferred pursuant to Section 3.1(d3.1(e), together with a duly completed and executed Letter of Transmittal and any Election Form and such additional documents and instruments as the Depositary may reasonably require, the registered holder of the Company Shares Shareholder represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company Shareholder, as soon as practicable, the Consideration that which such Company Shareholder has the right to receive under the Arrangement for such Company Shares, less any amounts withheld pursuant to Section 5.3, Shares and any certificate so surrendered shall forthwith be cancelled. Notwithstanding the foregoing, a Company RSU Holder, in his, her or its capacity as such, shall not be obligated to deposit certificates representing the underlying Company Shares (including those received pursuant to Section 3.1(d)) in order to receive the Consideration which such Company RSU Holder has the right to receive under the Arrangement for such Company Shares if certificates representing such Common Shares have not been issued (and the Letter of Transmittal and Election Form shall provide for same). (c) On or as soon as practicable after the Effective Date, the Company will make payment of the aggregate amount payable to the holders of Company Convertible Securities in accordance with Section 3.1(a). On or as soon as practicable after the Effective Date, the Company shall pay or cause to be paid the amounts, net of applicable withholdings, to be paid to holders of Company Convertible Securities pursuant to this Plan of Arrangement, either (i) pursuant to the normal payroll practices and procedures of Company, or (ii) by cheque or similar means (delivered to such holder of Company Convertible Securities, as reflected on the register maintained by or on behalf of Company in respect of the Company Convertible Securities). (d) After the Effective Time and until Until surrendered for cancellation as contemplated by this Section 5.1(b)5.1, each certificate that immediately prior to the Effective Time represented one or more Company Shares (other than Company Shares held by the Purchaser, the Parent or any of their respective affiliates) shall be deemed at all times after the Effective Time to represent only the right to receive from the Depositary in exchange therefor upon such surrender the Consideration that to which the holder of such certificate is entitled to receive in accordance with lieu of such certificate as contemplated in this Section 3.1(d)5.1. Any such certificate formerly representing Company Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Company Shares of any kind or nature against or in Parent, less any amounts withheld pursuant Purchaser or Company. On such date, all Consideration to Section 5.3which such former holder was entitled shall be deemed to have been surrendered and forfeited to Purchaser.

Certificates and Payments. ‌ (a) Following receipt of the Final Order and in any event no later than the Business Day prior to Order, on the Effective Date, the Purchaser shall RAC will deliver or cause arrange to be delivered funds to the Depositary in accordance with Section 2.9 of the Arrangement Agreement. After the Effective Time, the funds delivered to the Depositary sufficient funds pursuant to satisfy Section 2.9 of the aggregate Consideration payable to the Company Shareholders in accordance with Section 3.1(d), which cash shall Arrangement Agreement will be held by the Depositary in escrow as agent and nominee for such the former Company Shareholders for distribution thereto in accordance with holders of the provisions of this Article 5Shares, subject to any applicable Tax withholding and other source deductions. (b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to before the Effective Time represented outstanding Company Shares that were transferred pursuant to Section 3.1(d3.1(f), together with a duly completed and executed Letter of Transmittal and any such additional documents and instruments as the Depositary may reasonably require, the registered holder of the Company Shares Shareholder represented by such surrendered certificate shall will be entitled to receive in exchange therefortherefor from RAC, and the Depositary shall will deliver to such Company Shareholder, as soon as practicable, the Consideration that which such Company Shareholder has the right to receive under the Arrangement for such Company Shares, less any amounts withheld pursuant to Section 5.34.1(g), and any certificate so surrendered shall will forthwith be cancelled. (c) On or as soon as practicable after the Effective Date, the Company will make payment of the aggregate amount payable to the holders of Company Convertible Securities in accordance with Section 3.1(a). On or as soon as practicable after the Effective Date, the Company shall pay or cause to be paid the amounts, net of applicable withholdings, to be paid to holders of Company Convertible Securities pursuant to this Plan of Arrangement, either (i) pursuant to the normal payroll practices and procedures of Company, or (ii) by cheque or similar means (delivered to such holder of Company Convertible Securities, as reflected on the register maintained by or on behalf of Company in respect of the Company Convertible Securities). (d) After the Effective Time and until Until surrendered for cancellation as contemplated by this Section 5.1(b)4.1, each certificate that immediately prior to before the Effective Time represented one or more Company Shares (other than Company Shares held by the Purchaser, the Parent or any of their respective affiliates) shall will be deemed at all times after the Effective Time to represent only the right to receive from the Depositary in exchange therefor upon such surrender the Consideration that to which the holder of such certificate is entitled to receive in accordance with lieu of such certificate as contemplated in this Section 3.1(d)4.1, less any amounts withheld pursuant to Section 5.34.1(g). Any such certificate formerly representing Shares not duly surrendered on or before the sixth anniversary of the Effective Date will cease to represent a claim by or interest of any former holder of Shares of any kind or nature against or in Great Canadian or RAC. On such date, all Consideration to which such former holder was entitled will be deemed to have been surrendered and forfeited to RAC or Great Canadian, as applicable.

Certificates and Payments. ‌ (a) Following receipt of the Final Order and in any event no later than the Business Day prior to the Effective Date, the Purchaser or Acquireco shall deliver or cause to be delivered to the Depositary sufficient funds to satisfy the aggregate Consideration payable to the Company Shareholders in accordance with Section 3.1(d)Shareholders, which cash shall be held by the Depositary in escrow after the Effective Time as agent and nominee for such former Company Shareholders for distribution thereto in accordance with the provisions of this Article 5. (b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Company Shares that were transferred pursuant to Section 3.1(d3.1(f), together with a duly completed and executed Letter of Transmittal and any such additional documents and instruments as the Depositary may reasonably require, the registered holder of the Company Shares represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company Shareholder, as soon as practicable, the Consideration that such Company Shareholder has the right to receive under the Arrangement for such Company Shares, less any amounts withheld pursuant to Section 5.3, and any certificate so surrendered shall forthwith be cancelled.cancelled.‌ (c) On or as soon as practicable after the Effective Date, the Company will make payment of the aggregate amount payable to the holders of Company Convertible Securities in accordance with Section 3.1(a). On or as soon as practicable after the Effective Date, the Company shall pay or cause to be paid the amountsout of such amount, net of applicable withholdings, to be paid to holders of Company Convertible Securities Options and Company PPSUs pursuant to this Plan of Arrangement, either (i) pursuant to the normal payroll practices and procedures of Company, or (ii) by cheque cheque, wire or similar means (delivered to such holder of Company Convertible SecuritiesOptions and/or Company PPSUs, as reflected on the register maintained by or on behalf of Company in respect of the Company Convertible SecuritiesOptions and/or Company PPSUs). (d) After the Effective Time and until surrendered for cancellation as contemplated by Section 5.1(b), each certificate that immediately prior to the Effective Time represented one or more Company Shares (other than Company Shares held by the Purchaser, the Parent or any of their respective affiliates) shall be deemed at all times to represent only the right to receive from the Depositary in exchange therefor the Consideration that the holder of such certificate is entitled to receive in accordance with Section 3.1(d), less any amounts withheld pursuant to Section 5.3.

Certificates and Payments. 4.1 Certificates (a) Following the receipt of the Final Order and in any event no later than the Business Day prior to the Effective Date, the Purchaser RH shall deliver or cause arrange to be delivered to the Depositary Depository sufficient funds certificates representing the RH Shares to satisfy the aggregate Consideration payable be issued to the Company Former AMB Shareholders in accordance with Section 3.1(dthe provisions of Subsection 2.3(k), which cash shall to be held by the Depositary in escrow Depository as agent and nominee for such former Company Former AMB Shareholders for distribution thereto to such Former AMB Shareholders in accordance with the provisions of this Article 54. (b) Upon surrender Subject to Subsection 4.l(e) and Section 4.2, as soon as practicable following the Depositary for cancellation later of a certificate which immediately prior to the Effective Time represented outstanding Company and the date of deposit with the Depositary by a former registered holder of AMB Shares that were transferred pursuant to Section 3.1(d), together with of a duly completed and executed Letter of Transmittal Transmittal, a certificate (if any) that immediately before the Effective Time represented one or more outstanding AMB Shares that were exchanged for RH Shares in accordance with Subsection 2.3(k) and such additional documents as the Depository may reasonably require, the Depositary shall, and RH shall cause the Depository to deliver to, such Former AMB Shareholder a certificate representing the RH Shares to which such Former AMB Shareholder has the right to receive under Subsection 2.3(k) less any amounts withheld pursuant to Section 4.3. (c) Subject to Subsection 4.l(e), each Former AMB Shareholder entitled to receive RH Shares under the Arrangement shall be and be deemed to be the registered holder for all purposes as of the Effective Time of the number of RH Shares to which such Former AMB Shareholder is entitled under the Arrangement. (d) Subject to Subsections 4.l(e) and 4.l(g), all dividends paid or other distributions made on or after the Effective Time on or in respect of any RH Shares which any Former AMB Shareholder is entitled to receive under Subsection 2.3(k), but for which a certificate has not yet been delivered to such Former AMB Shareholder in accordance with Subsection 4.l(b), shall be paid or made to such Former AMB Shareholder, without interest, when a duly completed and executed Letter of Transmittal, a certificate (if any) that immediately before the Effective Time represented the outstanding AMB Shares that were exchanged for such RH Shares in accordance with Subsection 2.3(k) and such additional documents and instruments as the Depositary may reasonably require, the registered holder of the Company Shares represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company Shareholder, as soon as practicable, the Consideration that such Company Shareholder has the right to receive under the Arrangement for such Company Shares, less any amounts withheld pursuant to Section 5.3, and any certificate so surrendered shall forthwith be cancelled. (c) On or as soon as practicable after the Effective Date, the Company will make payment of the aggregate amount payable to the holders of Company Convertible Securities require are deposited in accordance with Section 3.1(a). On or as soon as practicable after the Effective Date, the Company shall pay or cause to be paid the amounts, net of applicable withholdings, to be paid to holders of Company Convertible Securities pursuant to this Plan of Arrangement, either (i) pursuant to the normal payroll practices and procedures of Company, or (ii) by cheque or similar means (delivered to such holder of Company Convertible Securities, as reflected on the register maintained by or on behalf of Company in respect of the Company Convertible SecuritiesSubsection 4.l(b). (de) After Subject to Article 3, after the Effective Time Time, any certificate formerly representing AMB Shares shall cease to represent any right with respect to AMB Shares and until surrendered for cancellation as contemplated by Section 5.1(b), each certificate that immediately prior to the Effective Time represented one or more Company Shares (other than Company Shares held by the Purchaser, the Parent or any of their respective affiliates) shall be deemed at all times to represent only the right to receive from RH Shares to which the Depositary Former AMB Shareholder is entitled under Subsection 2.3(k) and any dividend or other distribution to which the Former AMB Shareholder is entitled under Subsection 4. l(d), and any such certificate formerly representing AMB Shares not duly deposited on or prior to the sixth anniversary of the Effective Date shall cease to represent a claim or interest of any kind or nature, including a claim for dividends or other distributions under Subsection 4.1(d), against AMB or RH by a Former AMB Shareholder. On such date, all RH Shares to which the Former AMB Shareholder was entitled shall be deemed to have been cancelled without any repayment of capital in exchange therefor respect thereof and any certificates representing such RH Shares shall be cancelled, and any and all interest or claim of any Former AMB Shareholders in such RH Shares shall terminate as of such date. (f) Immediately after the Consideration that Effective Time, any document or instrument previously evidencing outstanding AMB Warrants shall thereafter evidence the Replacement Warrants to which the former holder of such AMB Warrants is entitled to receive pursuant to Subsection 2.3(n). A former holder of AMB Warrants shall be entitled, upon delivery to RH after the Effective Time of the certificate or other document or agreement previously evidencing an outstanding AMB Warrant, and such other documents as RH may reasonably require, to receive a replacement certificate or other document or agreement evidencing the Replacement Warrants, as the case may be, to which such holder is entitled, which reflects the terms of the Replacement Warrants and the Plan of Arrangement. (g) No holder of AMB Shares as at the Effective Time shall be entitled to receive any consideration with respect to such AMB Shares other than any payment to which such holder is entitled to receive in accordance with Section 3.1(d)2.3 and this Section 4.1 and, less for greater certainty, no such holder with be entitled to receive any amounts withheld pursuant to Section 5.3interest, dividends, premium or other payment in connection therewith, other than any declared but unpaid dividends.