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 immediately prior to the Effective Date, the Purchaser shall deliver or cause to be delivered to the Depositary sufficient funds (i) to satisfy the aggregate Consideration payable to the Company Shareholders who have made a Sale Election prior to the Election Deadline (and such additional amount as may be payable if Section 3.2(e) of this Plan of Arrangement applies), and (ii) to satisfy the aggregate Option Consideration payable to the Company Optionholders, which cash shall be held by the Depositary in escrow after the Effective Time as agent and nominee for such former Company Shareholders and former Company Optionsholders for distribution thereto in accordance with the provisions of this Article 5. (b) Upon (i) 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 3.2(d) or 3.2(e) together with any such additional documents and instruments as the Depositary may reasonably require, or (ii) an electronic election made in the CDSX system in respect of outstanding Company Shares that were transferred pursuant to Section 3.2(d) or 3.2(e), the holder of the Company Shares, represented by such surrendered certificate or that made such electronic election, shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company Shareholder, as soon as practicable after the Effective Time, 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 or electronic position so surrendered shall forthwith be cancelled. (c) On or as soon as practicable after the Effective Date, the Depositary will deliver on behalf of the Company, the Option Consideration, less any amounts withheld pursuant to Section 5.3, to former Company Optionholders, by cheque or wire transfer (delivered to such former Company Optionholder, as reflected on the register maintained by or on behalf of the Company in respect of the Company Options). (d) After the Effective Time and until cancelled as contemplated by Section 5.1(b), each certificate or electronic position that immediately prior to the Effective Time represented one or more Tendered Shares shall be deemed at all times to represent only the right to receive from the Depositary in exchange therefor the Consideration that the holder is entitled to receive in accordance with Section 3.2, less any amounts withheld pursuant to Section 5.2.

Certificates and Payments. (a) Following receipt of the Final Order and, in any event, no later than the Business Day immediately and prior to the Effective DateTime, the Purchaser MZKR shall deliver or cause to be delivered to the Depositary sufficient funds (i) certificates representing MZKR Shares to satisfy the aggregate Consideration payable to the Company Instadose Shareholders who have made a Sale Election prior to the Election Deadline (and such additional amount as may be payable if Section 3.2(e) of this Plan of Arrangement applies), and (ii) to satisfy the aggregate Option Consideration payable to the Company Optionholders, which cash shall be held by the Depositary in escrow after the Effective Time as agent and nominee for such former Company Shareholders and former Company Optionsholders for distribution thereto in accordance with the provisions of this Article 5Section 3.1. (b) Upon (i) surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Company Instadose Shares that were transferred pursuant to Section 3.2(d) or 3.2(e) 3.1, together with a duly completed and executed Letter of Transmittal and any such additional documents and instruments as the Depositary may reasonably require, or (ii) an electronic election made in the CDSX system in respect of outstanding Company Shares that were transferred pursuant to Section 3.2(d) or 3.2(e), the registered holder of the Company Shares, Instadose Shares represented by such surrendered certificate or that made such electronic election, shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company Instadose Shareholder, as soon as practicable after the Effective Time, the Consideration that such Company Instadose Shareholder has the right to receive under the Arrangement for such Company Instadose Shares, less any amounts withheld pursuant to Section 5.3, and any certificate or electronic position so surrendered shall forthwith be cancelled. (c) On or as soon as practicable after the Effective Date, the Depositary will deliver on behalf of the Company, the Option Consideration, less any amounts withheld pursuant to Section 5.3, to former Company Optionholders, by cheque or wire transfer (delivered to such former Company Optionholder, as reflected on the register maintained by or on behalf of the Company in respect of the Company Options). (d) After the Effective Time and until cancelled surrendered for cancellation as contemplated by Section 5.1(b), each certificate or electronic position that immediately prior to the Effective Time represented one or more Tendered Instadose Shares (other than Instadose Shares held by MZKR or any of 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 3.23.1, less any amounts withheld pursuant to Section 5.25.3.

Certificates and Payments. (a) Following receipt of the Final Order and, in any event, no later than the Business Day immediately prior to the Effective Date, the Purchaser shall deliver or cause to be delivered to the Depositary sufficient funds (i) to satisfy the aggregate Consideration payable to the Company Shareholders who have made a Sale Election prior to the Election Deadline (and such additional amount as may be payable if Section 3.2(e) of under this Plan of Arrangement applies)Arrangement, and (ii) to satisfy the aggregate Option Consideration payable to the Company Optionholders, which cash shall be held by the Depositary in escrow after the Effective Time as agent and nominee for such former Company Shareholders and former Company Optionsholders Optionholders for distribution thereto in accordance with the provisions of this Article 5. (b) Upon (i) surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Company Shares that were transferred to the Purchaser pursuant to Section 3.2(d) or 3.2(e) ), together with any such additional documents and instruments as the Depositary may reasonably require, or (ii) an electronic election made in the CDSX system in respect of position representing outstanding Company Shares that were was transferred to the Purchaser pursuant to Section 3.2(d) or 3.2(e), the holder of the Company Shares, represented by such surrendered certificate or that made such electronic electionposition, shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company Shareholder, as soon as practicable after the Effective Time, 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 or electronic position so surrendered shall forthwith be cancelled. (c) On or as soon as practicable after the Effective Date, the Depositary will deliver on behalf of the Company, the Option Consideration, less any amounts withheld pursuant to Section 5.3, to former Company Optionholders, by cheque or wire transfer (delivered to such former Company Optionholder, as reflected on the register maintained by or on behalf of the Company in respect of the Company Options). (d) After the Effective Time and until cancelled as contemplated by Section 5.1(b), each certificate or electronic position that immediately prior to the Effective Time represented one or more Tendered Shares shall be deemed at all times to represent only the right to receive from the Depositary in exchange therefor the Consideration that the holder is entitled to receive in accordance with Section 3.2, less any amounts withheld pursuant to Section 5.2.

Certificates and Payments. (a) Following receipt of the Final Order and, in any event, no later than the Business Day immediately and prior to the Effective DateTime, the Purchaser or Acquireco shall deliver or cause to be delivered to the Depositary sufficient funds (i) to satisfy the aggregate Consideration payable to the Company Former Shareholders who have made a Sale Election prior to the Election Deadline (and such additional amount as may be payable if in accordance with Section 3.2(e) of this Plan of Arrangement applies2.3(f), and (ii) to satisfy the aggregate Option Consideration payable to the Company Optionholderswhich cash, which cash shall be held by the Depositary in escrow after the Effective Time as agent and nominee for such former Company Former Shareholders and former Company Optionsholders for distribution thereto to such Former Shareholders in accordance with the provisions of this Article 54. (b) Upon (i) 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 3.2(d) or 3.2(e) Cancelled Certificate, together with a duly completed and executed Letter of Transmittal and any such additional documents and instruments as the Depositary may reasonably require, or the registered holder of the Common Shares represented by such Cancelled Certificate (ii) an electronic election made or, in the CDSX system in respect case of outstanding a former Company Optionholder or former Company Warrantholder, the registered holder of the Common Shares that were transferred issued to such holder pursuant to Section 3.2(d2.3(a) or 3.2(eSection 2.3(c), the holder of the Company Shares, represented by such surrendered certificate or that made such electronic election, respectively) shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company Former Shareholder, as soon as practicable after the Effective Time, the Consideration that such Company Former Shareholder has the right to receive under the Arrangement for such Company Common Shares, less any amounts withheld pursuant to Section 5.34.3, and any certificate or electronic position so surrendered shall forthwith be cancelled. (c) On or as soon as practicable after the Effective Date, the Depositary will deliver on behalf of the Company, the Option Consideration, less any amounts withheld pursuant to Section 5.3, to former Company Optionholders, by cheque or wire transfer (delivered to such former Company Optionholder, as reflected on the register maintained by or on behalf of the Company in respect of the Company Options). (d) After the Effective Time and until cancelled surrendered for cancellation as contemplated by Section 5.1(b4.1(b), each certificate or electronic position that immediately prior to the Effective Time represented one or more Tendered Shares Cancelled Certificate 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 3.22.3, less any amounts withheld pursuant to Section 5.24.3.

Certificates and Payments. (a) Following receipt of the Final Order and, and in any event, event no later than the Business Day immediately prior to the Effective Date, the Purchaser or Acquireco shall deliver or cause to be delivered to the Depositary sufficient funds (i) Consideration Shares to satisfy the aggregate Share Consideration payable to the Company Shareholders who have made a Sale Election prior to which Consideration Shares shall be held by the Election Deadline (Depositary in escrow as agent and nominee for such additional amount as may be payable if Section 3.2(e) of this Plan of Arrangement applies), former Company Shareholders; and (ii) sufficient funds to satisfy the aggregate Option Cash Consideration payable to the Company OptionholdersShareholders and the holders of the Company Options in accordance with Section 3.1, which cash shall be held by the Depositary in escrow after the Effective Time as agent and nominee for such former Company Shareholders and or former holder of Company Optionsholders Options for distribution thereto in accordance with the provisions of this Article 5. (b) Upon (i) 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 3.2(d) or 3.2(e) 3.1, together with a duly completed and executed Letter of Transmittal and Election Form and any such additional documents and instruments as the Depositary may reasonably require, or (ii) an electronic election made in the CDSX system in respect of outstanding Company Shares that were transferred pursuant to Section 3.2(d) or 3.2(e), the registered holder of the Company Shares, Shares represented by such surrendered certificate or that made such electronic election, shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company Shareholder, as soon as practicable after the Effective Timepracticable, 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 or electronic position so surrendered shall forthwith be cancelled. (c) On the Effective Date, the Purchaser will direct the Depositary to make payments pursuant to this Section 5.1(c) to holders of the Company Options, or alternatively, to transfer to the Company the aggregate amount payable to such holders in accordance with Section 3.1 (such amount to be held in escrow by the Company as soon as practicable after agent and nominee for such holders until payments pursuant to this Section 5.1(c) are made to such holders). On the Effective Date, the Depositary will deliver on behalf of or the Company, as the Option Considerationcase may be, less any amounts withheld shall pay or cause to be paid out of such escrowed amount the amounts, net of applicable withholdings, to be paid to holders of Company Options pursuant to Section 5.3this Plan of Arrangement, either (i) pursuant to former Company Optionholdersthe normal payroll practices and procedures of Company, (ii) by cheque or wire transfer similar means (delivered to such former holder of Company OptionholderOptions, as reflected on the register maintained by or on behalf of the Company in respect of the Company Options)) or (iii) by delivery of Consideration Shares, as applicable. (d) After the Effective Time and until cancelled surrendered for cancellation as contemplated by Section 5.1(b), each certificate or electronic position that immediately prior to the Effective Time represented one or more Tendered Company Shares (other than the Purchaser, Acquireco 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 3.23.1, less any amounts withheld pursuant to Section 5.2.5.3. Confidential