Common use of Delivery of Parent Common Shares; Effect of Exercise Clause in Contracts

Delivery of Parent Common Shares; Effect of Exercise. Promptly after receipt of the certificates representing the Exchangeable Shares which the Beneficiary desires Parent to purchase under the Exchange Right, together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Right (and payment of taxes, if any, payable as contemplated by Section 5.8 or evidence thereof), duly endorsed for transfer to Parent, Trustee shall notify Parent and ExchangeCo of its receipt of the same, which notice to Parent and ExchangeCo shall constitute exercise of the Exchange Right by Trustee on behalf of the holder of such Exchangeable Shares, and Parent shall promptly thereafter deliver or cause to be delivered to Trustee, for delivery to the Beneficiary of such Exchangeable Shares (or to such other Persons, if any, properly designated by such Beneficiary) the number of Parent Common Shares issuable in connection with the exercise of the Exchange Right, and on the applicable payment date cheques for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to Section 5.14; provided, however, that no such delivery shall be made unless and until the Beneficiary requesting the same shall have paid (or provided evidence satisfactory to Trustee, ExchangeCo and Parent of the payment of) the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. Immediately upon the giving of notice by Trustee to Parent and ExchangeCo of the exercise of the Exchange Right as provided in this Section 5.6, the closing of the transaction of purchase and sale contemplated by the Exchange Right shall be deemed to have occurred and the holder of such Exchangeable Shares shall be deemed to have transferred to Parent all of such holder’s right, title and interest in and to such Exchangeable Shares shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price for those Exchangeable Shares (together with a cheque for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to Section 5.14), unless the requisite number of Parent Common Shares is not allotted, issued and delivered by Parent to Trustee within five Business Days of the date of the giving of such notice by Trustee and cheque for the balance, if any, of the total purchase price for such Exchangeable Shares is not issued and delivered to Trustee on the applicable payment date, in which case the rights of the Beneficiary shall remain unaffected until such Parent Common Shares are so allotted, issued and delivered by Parent and any such cheque is issued and delivered by Parent. Upon delivery by Parent to Trustee of such Parent Common Shares, Trustee shall deliver such Parent Common Shares to such Beneficiary (or to such other Persons, if any, properly designated by such Beneficiary). Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be the holder of the Parent Common Shares delivered to it pursuant to the Exchange Right. Upon the due exercise of the Exchange Right, and simultaneous with the delivery of the certificates evidencing the issuance of the Parent Common Shares, the Parent shall effect a corresponding adjustment to the Parent Special Voting Shares share registry to reduce the number of Parent Special Voting Shares equal to the number of Exchangeable Shares that are subject to such Exchange Right. Additionally, and in such circumstances, the Trustee and the Parent shall execute and deliver all ancillary documents necessary to effect the due return to treasury and cancellation of such Parent Special Voting Shares, including any return to treasury agreement and duly signed stock powers of attorney.

Delivery of Parent Common Shares; Effect of Exercise. Promptly after receipt of the certificates representing the Exchangeable Shares which the Beneficiary desires Parent to purchase under the Exchange Right, together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Right (and payment of taxes, if any, payable as contemplated by Section section 5.8 or evidence thereof), duly endorsed for transfer to Parent, Trustee the Agent shall notify Parent and ExchangeCo Exchangeco of its receipt of the same, which notice to Parent and ExchangeCo Exchangeco shall constitute exercise of the Exchange Right by Trustee the Agent on behalf of the holder of such Exchangeable Shares, and Parent shall promptly thereafter deliver or cause to be delivered to Trusteethe Agent, for delivery to the Beneficiary of such Exchangeable Shares (or to such other Personspersons, if any, properly designated by such Beneficiary) the number of Parent Common Shares issuable in connection with the exercise of the Exchange Right, and on the applicable payment date cheques for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to Section 5.14section 5.13); provided, however, that no such delivery shall be made unless and until the Beneficiary requesting the same shall have paid the taxes (or provided evidence satisfactory to Trusteethe Agent, ExchangeCo Exchangeco and Parent of the payment of) of the taxes (taxes, if any, payable) payable as contemplated by Section section 5.8 of this Agreement. Immediately upon the giving of notice by Trustee the Agent to Parent and ExchangeCo Exchangeco of the exercise of the Exchange Right as provided in this Section section 5.6, the closing of the transaction of purchase and sale contemplated by the Exchange Right shall be deemed to have occurred and the holder of such Exchangeable Shares shall be deemed to have transferred to Parent all of such holder’s 's right, title and interest in and to such Exchangeable Shares and the related interest in the Special Voting Share and the benefit of the Support Agreement and shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price for those Exchangeable Shares (together with a cheque for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to Section 5.14)therefor, unless the requisite number of Parent Common Shares is not allotted, issued and delivered by Parent to Trustee the Agent within five Business Days of the date of the giving of such notice by Trustee and cheque for the balance, if any, of the total purchase price for such Exchangeable Shares is not issued and delivered to Trustee on the applicable payment dateAgent, in which case the rights of the Beneficiary shall remain unaffected until such Parent Common Shares are so allotted, issued and delivered by Parent and any such cheque is issued and delivered by Parent. Upon delivery by Parent to Trustee the Agent of such Parent Common Shares, Trustee the Agent shall deliver such Parent Common Shares to such Beneficiary (or to such other Personspersons, if any, properly designated by such Beneficiary). Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be the holder of the Parent Common Shares delivered to it pursuant to the Exchange Right. Upon the due exercise of the Exchange Right, and simultaneous with the delivery of the certificates evidencing the issuance of the Parent Common Shares, the Parent shall effect a corresponding adjustment to the Parent Special Voting Shares share registry to reduce the number of Parent Special Voting Shares equal to the number of Exchangeable Shares that are subject to such Exchange Right. Additionally, and in such circumstances, the Trustee and the Parent shall execute and deliver all ancillary documents necessary to effect the due return to treasury and cancellation of such Parent Special Voting Shares, including any return to treasury agreement and duly signed stock powers of attorney.

Delivery of Parent Common Shares; Effect of Exercise. Promptly Promptly, and as soon as reasonably practicable after receipt of the certificates representing the Exchangeable Non-Voting Shares which the Beneficiary Shareholder desires the Parent to purchase under the Insolvency Exchange Right, together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Insolvency Exchange Right (and payment of taxes, if any, payable as contemplated by Section 5.8 or evidence thereof), duly endorsed for transfer to the Parent, Trustee the Parent shall notify Parent and ExchangeCo of its immediately thereafter upon receipt of the same, which such notice to Parent and ExchangeCo shall constitute exercise of the Exchange Right by Trustee on behalf of the holder of such Exchangeable Shares, and Parent shall promptly thereafter deliver or cause to be delivered to Trustee, for delivery to the Beneficiary Shareholder of such Exchangeable Non-Voting Shares (or to such other Personspersons, if any, properly designated by such Beneficiary) Shareholder), the certificates for the number of Parent Common Shares issuable deliverable in connection with the exercise of the Insolvency Exchange Right, which shares shall be duly issued as fully paid and on the applicable payment date cheques non-assessable and shall be free and clear of any lien, claim or encumbrance, and checks for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant therefor. The Parent may instruct the Trustee to Section 5.14; provideduse the Trust Shares it holds for delivery to the Shareholder under the previous sentence. The Parent shall, howeverimmediately upon receipt of such certificates representing the Exchangeable Non-Voting Shares from the Shareholder, that no such delivery shall be made unless and until deliver the Beneficiary requesting certificates to the same shall have paid (or provided evidence satisfactory to Trustee, ExchangeCo and Parent registered office of the payment of) the taxes (if any) payable as contemplated by Section 5.8 of this AgreementPurchaser for cancellation. Immediately upon the giving of notice by Trustee the Shareholder to the Parent and ExchangeCo of the exercise of the Insolvency Exchange Right Right, as provided in this Section 5.64.5, the closing of the transaction of purchase and sale contemplated by the Insolvency Exchange Right shall be deemed to have occurred occurred, and the holder Shareholder of such Exchangeable Non-Voting Shares shall be deemed to have transferred to the Parent all of such holder’s its right, title and interest in and to such Exchangeable Non-Voting Shares and shall cease to be a holder Shareholder of such Exchangeable Non-Voting Shares and shall not be entitled to exercise any of the rights of a holder Shareholder in respect thereof, other than the right to receive his proportionate part of the total purchase price for those Exchangeable therefor, unless the requisite number of Parent Common Shares (together with a cheque check for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to Section 5.14), unless the requisite number of Parent Common Shares therefor) is not allotted, issued and delivered by the Parent to Trustee such Shareholder (or to such other persons, if any, properly designated by such Shareholder), within five (5) Business Days of the date of the giving of such notice by Trustee and cheque for the balance, if any, of the total purchase price for such Exchangeable Shares is not issued and delivered to Trustee on the applicable payment dateShareholder, in which case the rights of the Beneficiary Shareholder shall remain unaffected until such Parent Common Shares are so allotted, issued and delivered by the Parent and any such cheque check is issued so delivered and delivered by Parent. Upon delivery by Parent to Trustee of such Parent Common Shares, Trustee shall deliver such Parent Common Shares to such Beneficiary (or to such other Persons, if any, properly designated by such Beneficiary)paid. Concurrently with such Beneficiary Shareholder ceasing to be a holder Shareholder of Exchangeable Non-Voting Shares, the Beneficiary Shareholder shall be considered and deemed for all purposes to be the holder of the Parent Common Shares delivered to it pursuant to the Insolvency Exchange Right. Upon the due exercise of the Exchange Right, and simultaneous with the delivery of the certificates evidencing the issuance of the Parent Common Shares, the Parent shall effect a corresponding adjustment to the Parent Special Voting Shares share registry to reduce the number of Parent Special Voting Shares equal to the number of Exchangeable Shares that are subject to such Exchange Right. Additionally, and in such circumstances, the Trustee and the Parent shall execute and deliver all ancillary documents necessary to effect the due return to treasury and cancellation of such Parent Special Voting Shares, including any return to treasury agreement and duly signed stock powers of attorney.

Delivery of Parent Common Shares; Effect of Exercise. Promptly after receipt of the certificates representing the Exchangeable Shares which the Beneficiary desires Parent Dutchco to purchase under the Exchange Right, Right together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Right (and payment of taxes, if any, payable as contemplated by Section 5.8 or evidence thereof), duly endorsed for transfer to ParentDutchco, the Trustee shall notify Parent the Parent, Dutchco and ExchangeCo the Corporation of its receipt of the same, which notice to Parent the Parent, Dutchco and ExchangeCo the Corporation shall constitute exercise of the Exchange Right by the Trustee on behalf of the holder of such Exchangeable Shares, and Parent Dutchco shall promptly immediately thereafter deliver or cause to be delivered to the Trustee, for delivery to the Beneficiary of such Exchangeable Shares (or to such other Personspersons, if any, properly designated by such Beneficiary) ), the certificates for the number of Parent Common Shares issuable deliverable in connection with the exercise of the Exchange Right, which shares shall be duly issued as fully paid and on the applicable payment date non-assessable and shall be free and clear of any lien, claim or encumbrance, and cheques for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to Section 5.14; provided, however, that no such delivery shall be made unless and until the Beneficiary requesting the same shall have paid (or provided evidence satisfactory to Trustee, ExchangeCo and Parent of the payment of) the taxes (if any) payable as contemplated by Section 5.8 of this Agreementtherefor. Immediately upon the giving of notice by the Trustee to Parent the Parent, Dutchco and ExchangeCo the Corporation of the exercise of the Exchange Right Right, as provided in this Section section 5.6, the closing of the transaction of purchase and sale contemplated by the Exchange Right shall be deemed to have occurred occurred, and the holder Beneficiary of such Exchangeable Shares shall be deemed to have transferred to Parent Dutchco all of such holder’s its right, title and interest in and to such Exchangeable Shares and in the related interest in the Trust Estate and shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his such Beneficiary's proportionate part of the total purchase price for those Exchangeable therefor, unless the requisite number of Parent Common Shares (together with a cheque for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to Section 5.14), unless the requisite number of Parent Common Shares therefor) is not allotted, issued and delivered by Parent Dutchco to Trustee the Trustee, for delivery to such Beneficiary (or to such other persons, if any, properly designated by such Beneficiary), within five Business Days of the date of the giving of such notice by Trustee and cheque for the balance, if any, of the total purchase price for such Exchangeable Shares is not issued and delivered to Trustee on the applicable payment dateTrustee, in which case the rights of the Beneficiary shall remain unaffected until such Parent Common Shares are so allotted, issued and delivered by Parent Dutchco and any such cheque is issued so delivered and delivered by Parent. Upon delivery by Parent to Trustee of such Parent Common Shares, Trustee shall deliver such Parent Common Shares to such Beneficiary (or to such other Persons, if any, properly designated by such Beneficiary)paid. Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be the holder of the Parent Common Shares to be delivered to it pursuant to the Exchange Right. Upon the due exercise of the Exchange Right, and simultaneous with the delivery of the certificates evidencing the issuance of the Parent Common Shares, the Parent shall effect a corresponding adjustment to the Parent Special Voting Shares share registry to reduce the number of Parent Special Voting Shares equal to the number of Exchangeable Shares that are subject to such Exchange Right. Additionally, and in such circumstances, the Trustee and the Parent shall execute and deliver all ancillary documents necessary to effect the due return to treasury and cancellation of such Parent Special Voting Shares, including any return to treasury agreement and duly signed stock powers of attorney.

Delivery of Parent Common Shares; Effect of Exercise. Promptly after receipt of the certificates representing the Exchangeable Shares which the Beneficiary desires Parent to purchase under the Exchange Right, together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Right (and payment of taxes, if any, payable as contemplated by Section 5.8 or evidence thereof), duly endorsed for transfer to Parent, Trustee shall notify Parent and ExchangeCo of its receipt of the same, which notice to Parent and ExchangeCo shall constitute exercise of the Exchange Right by Trustee on behalf of the holder of such Exchangeable Shares, and Parent shall promptly thereafter deliver or cause to be delivered to Trustee, for delivery to the Beneficiary of such Exchangeable Shares (or to such other Persons, if any, properly designated by such Beneficiary) the number of Parent Common Shares issuable in connection with the exercise of the Exchange Right, and on the applicable payment date cheques for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to Section 5.14; provided, however, that no such delivery shall be made unless and until the Beneficiary requesting the same shall have paid (or provided evidence satisfactory to Trustee, ExchangeCo and Parent of the payment of) the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. Immediately upon the giving of notice by Trustee to Parent and ExchangeCo of the exercise of the Exchange Right as provided in this Section 5.6, the closing of the transaction of purchase and sale contemplated by the Exchange Right shall be deemed to have occurred and the holder of such Exchangeable Shares shall be deemed to have transferred to Parent all of such holder’s right, title and interest in and to such Exchangeable Shares shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price for those Exchangeable Shares (together with a cheque for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to Section 5.14), unless the requisite number of Parent Common Shares is not allotted, issued and delivered by Parent to Trustee within five Business Days of the date of the giving of such notice by Trustee and cheque for the balance, if any, of the total purchase price for such Exchangeable Shares is not issued and delivered to Trustee on the applicable payment date, in which case the rights of the Beneficiary shall remain unaffected until such Parent Common Shares are so allotted, issued and delivered by Parent and any such cheque is issued and delivered by Parent. Upon delivery by Parent to Trustee of such Parent Common Shares, Trustee shall deliver such Parent Common Shares to such Beneficiary (or to such other Persons, if any, properly designated by such Beneficiary). Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be the holder of the Parent Common Shares delivered to it pursuant to the Exchange Right. Upon the due exercise of the Exchange Right, and simultaneous with the delivery of the certificates evidencing the issuance of the Parent Common Shares, the Parent shall effect a corresponding adjustment to the Parent Special Voting Shares share registry to reduce the number of Parent Special Voting Shares equal to the number of Exchangeable Shares that are subject to such Exchange Right. Additionally, and in such circumstances, the Trustee and the Parent shall execute and deliver all ancillary documents necessary to effect the due return to treasury and cancellation of such Parent Special Voting Shares, including any return to treasury agreement and duly signed stock powers of attorney.

Delivery of Parent Common Shares; Effect of Exercise. Promptly after receipt of the certificates representing the Exchangeable Shares which the Beneficiary Holder desires the Parent to purchase under the Exchange Right, Right together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Right (and payment of taxes, if any, payable as contemplated by Section 5.8 or evidence thereof), duly endorsed for transfer to the Parent, Trustee shall notify Parent and ExchangeCo of its receipt of the same, which notice to Parent and ExchangeCo shall constitute exercise of the Exchange Right by Trustee on behalf of the holder of such Exchangeable Shares, and Parent shall promptly immediately thereafter deliver or cause to be delivered to Trustee, for delivery to the Beneficiary of such Exchangeable Shares Holder (or to such other Personspersons, if any, properly designated by such Beneficiary) the Holder), the certificates for the number of Parent Common Shares issuable deliverable in connection with the exercise of the Exchange Right, which shares shall be duly issued as fully paid and on the applicable payment date non-assessable and shall be free and clear of any lien, claim or encumbrance, and cheques for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to Section 5.14; provided, however, that no such delivery shall be made unless and until the Beneficiary requesting the same shall have paid (or provided evidence satisfactory to Trustee, ExchangeCo and Parent of the payment of) the taxes (if any) payable as contemplated by Section 5.8 of this Agreementtherefor. Immediately upon the giving of notice by Trustee to Parent and ExchangeCo of the exercise of the Exchange Right as provided in this Section 5.6thereafter, the closing of the transaction of purchase and sale contemplated by the Exchange Right shall be deemed to have occurred occurred, and the holder of such Exchangeable Shares Holder shall be deemed to have transferred to the Parent all of such holder’s his right, title and interest in and to such Exchangeable Shares and shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price for those Exchangeable therefor, unless the requisite number of Parent Common Shares (together with a cheque for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to Section 5.14), unless the requisite number of Parent Common Shares therefor) is not allotted, issued and delivered by the Parent to Trustee the Holder (or to such other persons, if any, properly designated by the Holder), within five Business Days of the date of the giving delivery of such notice Exchangeable Share certificates by Trustee and cheque for the balance, if any, of the total purchase price for such Exchangeable Shares is not issued and delivered to Trustee on the applicable payment dateHolder, in which case the rights of the Beneficiary Holder shall remain unaffected until such Parent Common Shares are so allotted, issued and delivered by the Parent and any such cheque is issued so delivered and delivered by Parent. Upon delivery by Parent to Trustee of such Parent Common Shares, Trustee shall deliver such Parent Common Shares to such Beneficiary (or to such other Persons, if any, properly designated by such Beneficiary)paid. Concurrently with such Beneficiary the Holder ceasing to be a holder of Exchangeable Shares, the Beneficiary Holder shall be considered and deemed for all purposes to be the holder of the Parent Common Shares to be delivered to it him pursuant to the Exchange Right. Upon the due exercise of the Exchange Right, and simultaneous with the delivery of the certificates evidencing the issuance of the Parent Common Shares, the Parent shall effect a corresponding adjustment to the Parent Special Voting Shares share registry to reduce the number of Parent Special Voting Shares equal to the number of Exchangeable Shares that are subject to such Exchange Right. Additionally, and in such circumstances, the Trustee and the Parent shall execute and deliver all ancillary documents necessary to effect the due return to treasury and cancellation of such Parent Special Voting Shares, including any return to treasury agreement and duly signed stock powers of attorney.

Delivery of Parent Common Shares; Effect of Exercise. Promptly after receipt of the certificates representing the Exchangeable Shares which the Beneficiary desires Parent to purchase under the Exchange Right, together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Right (and payment of taxes, if any, payable as contemplated by Section 5.8 or evidence thereof), duly endorsed for transfer to Parent, the Trustee shall notify Parent and ExchangeCo of its receipt of the same, which notice to Parent and ExchangeCo shall constitute exercise of the Exchange Right by the Trustee on behalf of the holder of such Exchangeable Shares, and Parent shall promptly thereafter deliver or cause to be delivered to the Trustee, for delivery to the Beneficiary of such Exchangeable Shares (or to such other Persons, if any, properly designated by such Beneficiary) the number of Parent Common Shares issuable in connection with the exercise of the Exchange Right, and on the applicable payment date cheques for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to Section 5.14; provided, however, that no such delivery shall be made unless and until the Beneficiary requesting the same shall have paid (or provided evidence satisfactory to the Trustee, ExchangeCo and Parent of the payment of) the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. Immediately upon the giving of notice by the Trustee to Parent and ExchangeCo of the exercise of the Exchange Right as provided in this Section 5.6, the closing of the transaction of purchase and sale contemplated by the Exchange Right shall be deemed to have occurred and the holder of such Exchangeable Shares shall be deemed to have transferred to Parent all of such holder’s right, title and interest in and to such Exchangeable Shares shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price for those Exchangeable Shares (together with a cheque for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to Section 5.14), unless the requisite number of Parent Common Shares is not allotted, issued and delivered by Parent to the Trustee within five Business Days of the date of the giving of such notice by the Trustee and cheque for the balance, if any, of the total purchase price for such Exchangeable Shares is not issued and delivered to the Trustee on the applicable payment date, in which case the rights of the Beneficiary shall remain unaffected until such Parent Common Shares are so allotted, issued and delivered by Parent and any such cheque is issued and delivered by Parent. Upon delivery by Parent to the Trustee of such Parent Common Shares, the Trustee shall deliver such Parent Common Shares to such Beneficiary (or to such other Persons, if any, properly designated by such Beneficiary). Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be the holder of the Parent Common Shares delivered to it pursuant to the Exchange Right. Upon the due exercise of the Exchange Right, and simultaneous with the delivery of the certificates evidencing the issuance of the Parent Common Shares, the Parent shall effect a corresponding adjustment to the Parent Special Voting Shares share registry to reduce the number of Parent Special Voting Shares equal to the number of Exchangeable Shares that are subject to such Exchange Right. Additionally, and in such circumstances, the Trustee and the Parent shall execute and deliver all ancillary documents necessary to effect the due return to treasury and cancellation of such Parent Special Voting Shares, including any return to treasury agreement and duly signed stock powers of attorney.

Delivery of Parent Common Shares; Effect of Exercise. Promptly Promptly, and as soon as reasonably practicable after receipt of the certificates representing the Exchangeable Retracted Shares which the Beneficiary Parent desires Parent to purchase under the Exchange Rightpurchase, together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Right (and payment of taxes, if any, payable as contemplated by Section 5.8 or evidence thereof), duly endorsed for transfer to the Parent, Trustee the Parent shall notify Parent and ExchangeCo of its immediately thereafter upon receipt of the same, which notice to Parent and ExchangeCo shall constitute exercise of the Exchange Right by Trustee on behalf of the holder of such Exchangeable Shares, and Parent shall promptly thereafter certificates deliver or cause to be delivered to Trustee, the Shareholder the certificates for delivery to the Beneficiary of such Exchangeable Shares (or to such other Persons, if any, properly designated by such Beneficiary) the number of Parent Common Shares issuable deliverable in connection with the exercise of the Exchange RightRight to Purchase, which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance, and on the applicable payment date cheques checks for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant therefor. The Parent may instruct the Trustee to Section 5.14; provideduse the Trust Shares it holds for delivery to the Shareholder under the previous sentence. The Parent shall, howeverimmediately upon receipt of such certificates representing the Retracted Shares from the Shareholder, that no such delivery shall be made unless and until deliver the Beneficiary requesting certificates to the same shall have paid (or provided evidence satisfactory to Trustee, ExchangeCo and Parent registered office of the payment of) the taxes (if any) payable as contemplated by Section 5.8 of this AgreementPurchaser for cancellation. Immediately upon the giving of notice by Trustee the Parent to Parent and ExchangeCo the Shareholder of the exercise of the Exchange Right to Purchase, as provided in this Section 5.65.5, the closing of the transaction of purchase and sale contemplated by the Exchange Right to Purchase shall be deemed to have occurred occurred, and the holder Shareholder of such Exchangeable Retracted Shares shall be deemed to have transferred to the Parent all of such holder’s its right, title and interest in and to such Exchangeable Retracted Shares and shall cease to be a holder Shareholder of such Exchangeable Retracted Shares and shall not be entitled to exercise any of the rights of a holder Shareholder in respect thereof, other than the right to receive his proportionate part of the total purchase price for those Exchangeable therefor, unless the requisite number of Parent Common Shares (together with a cheque check for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to Section 5.14), unless the requisite number of Parent Common Shares therefor) is not allotted, issued and delivered by the Parent to Trustee such Shareholder (or to such other persons, if any, properly designated by such Shareholder), within five (5) Business Days of the date of the giving of such notice by Trustee and cheque for the balance, if any, of the total purchase price for such Exchangeable Shares is not issued and delivered to Trustee on the applicable payment dateShareholder, in which case the rights of the Beneficiary Shareholder shall remain unaffected until such Parent Common Shares are so allotted, issued and delivered by the Parent and any such cheque check is issued so delivered and delivered by Parent. Upon delivery by Parent to Trustee of such Parent Common Shares, Trustee shall deliver such Parent Common Shares to such Beneficiary (or to such other Persons, if any, properly designated by such Beneficiary). Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be the holder of the Parent Common Shares delivered to it pursuant to the Exchange Right. Upon the due exercise of the Exchange Right, and simultaneous with the delivery of the certificates evidencing the issuance of the Parent Common Shares, the Parent shall effect a corresponding adjustment to the Parent Special Voting Shares share registry to reduce the number of Parent Special Voting Shares equal to the number of Exchangeable Shares that are subject to such Exchange Right. Additionally, and in such circumstances, the Trustee and the Parent shall execute and deliver all ancillary documents necessary to effect the due return to treasury and cancellation of such Parent Special Voting Shares, including any return to treasury agreement and duly signed stock powers of attorneypaid.

Delivery of Parent Common Shares; Effect of Exercise. Promptly after receipt of the certificates representing the Exchangeable Shares which the Voting Trust Beneficiary desires the Parent to purchase under the Insolvency Exchange Right, together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Insolvency Exchange Right (and payment of taxes, if any, payable as contemplated by Section section 5.8 or evidence thereof), duly endorsed for transfer to the Parent, the Voting Trustee shall notify the Parent and ExchangeCo Exchangeco of its receipt of the same, which notice to the Parent and ExchangeCo Exchangeco shall constitute exercise of the Insolvency Exchange Right by the Voting Trustee on behalf of the holder of such Exchangeable Shares, and the Parent shall promptly thereafter deliver or cause to be delivered to the Voting Trustee, for delivery to the Voting Trust Beneficiary of such Exchangeable Shares (or to such other Personspersons, if any, properly designated by such Voting Trust Beneficiary) the number of Parent Common Shares issuable in connection with the exercise of the Insolvency Exchange Right, and on the applicable payment date cheques for the balance, if any, of the total purchase price therefor therefore without interest (but less any amounts withheld pursuant to Section section 5.14); provided, however, that no such delivery shall be made unless and until the Voting Trust Beneficiary requesting the same shall have paid (or provided evidence satisfactory to the Voting Trustee, ExchangeCo Exchangeco and the Parent of the payment of) the taxes (if any) payable as contemplated by Section section 5.8 of this Agreement. Immediately upon the giving of notice by the Voting Trustee to the Parent and ExchangeCo Exchangeco of the exercise of the Insolvency Exchange Right as provided in this Section section 5.6, the closing of the transaction of purchase and sale contemplated by the Insolvency Exchange Right shall be deemed to have occurred and the holder of such Exchangeable Shares shall be deemed to have transferred to the Parent all of such holder’s right, title and interest in and to such Exchangeable Shares and the related interest in the Trust Estate and shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price for those Exchangeable Shares (together with a cheque for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to Section 5.14)therefore, unless the requisite number of Parent Common Shares purchase price is not allotted, issued and delivered by the Parent to the Voting Trustee within five (5) Business Days of the date of the giving of such notice by Trustee and cheque for the balance, if any, of the total purchase price for such Exchangeable Shares is not issued and delivered to Trustee on the applicable payment dateVoting Trustee, in which case the rights of the Voting Trust Beneficiary shall remain unaffected until such Parent Common Shares are the purchase price is so allotted, issued and delivered by Parent and any such cheque is issued and delivered by the Parent. Upon delivery by the Parent to the Voting Trustee of such Parent Common Sharespurchase price, the Voting Trustee shall deliver such Parent Common Shares purchase price to such Voting Trust Beneficiary (or to such other Personsperson, if any, properly designated by such Voting Trust Beneficiary). Concurrently with such Voting Trust Beneficiary ceasing to be a holder of Exchangeable Shares, the Voting Trust Beneficiary shall be considered and deemed for all purposes to be the holder of the Parent Common Shares delivered to it pursuant to the Insolvency Exchange Right. Upon the due exercise of the Exchange Right, and simultaneous with the delivery of the certificates evidencing the issuance of the Parent Common Shares, the Parent shall effect a corresponding adjustment to the Parent Special Voting Shares share registry to reduce the number of Parent Special Voting Shares equal to the number of Exchangeable Shares that are subject to such Exchange Right. Additionally, and in such circumstances, the Trustee and the Parent shall execute and deliver all ancillary documents necessary to effect the due return to treasury and cancellation of such Parent Special Voting Shares, including any return to treasury agreement and duly signed stock powers of attorney.

Delivery of Parent Common Shares; Effect of Exercise. Promptly Promptly, and as soon as reasonably practicable after receipt of the certificates representing the Exchangeable Non-Voting Shares which the Beneficiary Shareholder desires the Parent to purchase under the Insolvency Exchange Right, together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Insolvency Exchange Right (and payment of taxes, if any, payable as contemplated by Section 5.8 or evidence thereof), duly endorsed for transfer to the Parent, Trustee the Parent shall notify Parent and ExchangeCo of its immediately thereafter upon receipt of the same, which such notice to Parent and ExchangeCo shall constitute exercise of the Exchange Right by Trustee on behalf of the holder of such Exchangeable Shares, and Parent shall promptly thereafter deliver or cause to be delivered to Trustee, for delivery to the Beneficiary Shareholder of such Exchangeable Non-Voting Shares (or to such other Personspersons, if any, properly designated by such Beneficiary) Shareholder), the certificates for the number of Parent Common Shares issuable deliverable in connection with the exercise of the Insolvency Exchange Right, which shares shall be duly issued as fully paid and on the applicable payment date cheques non-assessable and shall be free and clear of any lien, claim or encumbrance, and checks for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant therefor. The Parent may instruct the Trustee to Section 5.14; provideduse the Trust Shares it holds for delivery to the Shareholder under the previous sentence. The Parent shall, howeverimmediately upon receipt of such certificates representing the Exchangeable Non-Voting Shares from the Shareholder, that no such delivery shall be made unless and until deliver the Beneficiary requesting certificates to the same shall have paid (or provided evidence satisfactory to Trustee, ExchangeCo and Parent registered office of the payment of) the taxes (if any) payable as contemplated by Section 5.8 of this AgreementMergeco for cancellation. Immediately upon the giving of notice by Trustee the Shareholder to the Parent and ExchangeCo of the exercise of the Insolvency Exchange Right Right, as provided in this Section 5.64.5, the closing of the transaction of purchase and sale contemplated by the Insolvency Exchange Right shall be deemed to have occurred occurred, and the holder Shareholder of such Exchangeable Non-Voting Shares shall be deemed to have transferred to the Parent all of such holder’s its right, title and interest in and to such Exchangeable Non-Voting Shares and shall cease to be a holder Shareholder of such Exchangeable Non-Voting Shares and shall not be entitled to exercise any of the rights of a holder Shareholder in respect thereof, other than the right to receive his proportionate part of the total purchase price for those Exchangeable therefor, unless the requisite number of Parent Common Shares (together with a cheque check for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to Section 5.14), unless the requisite number of Parent Common Shares therefor) is not allotted, issued and delivered by the Parent to Trustee such Shareholder (or to such other persons, if any, properly designated by such Shareholder), within five (5) Business Days of the date of the giving of such notice by Trustee and cheque for the balance, if any, of the total purchase price for such Exchangeable Shares is not issued and delivered to Trustee on the applicable payment dateShareholder, in which case the rights of the Beneficiary Shareholder shall remain unaffected until such Parent Common Shares are so allotted, issued and delivered by the Parent and any such cheque check is issued so delivered and delivered by Parent. Upon delivery by Parent to Trustee of such Parent Common Shares, Trustee shall deliver such Parent Common Shares to such Beneficiary (or to such other Persons, if any, properly designated by such Beneficiary)paid. Concurrently with such Beneficiary Shareholder ceasing to be a holder Shareholder of Exchangeable Non-Voting Shares, the Beneficiary Shareholder shall be considered and deemed for all purposes to be the holder of the Parent Common Shares delivered to it pursuant to the Insolvency Exchange Right. Upon the due exercise of the Exchange Right, and simultaneous with the delivery of the certificates evidencing the issuance of the Parent Common Shares, the Parent shall effect a corresponding adjustment to the Parent Special Voting Shares share registry to reduce the number of Parent Special Voting Shares equal to the number of Exchangeable Shares that are subject to such Exchange Right. Additionally, and in such circumstances, the Trustee and the Parent shall execute and deliver all ancillary documents necessary to effect the due return to treasury and cancellation of such Parent Special Voting Shares, including any return to treasury agreement and duly signed stock powers of attorney.

Delivery of Parent Common Shares; Effect of Exercise. Promptly after receipt of the certificates representing the Exchangeable Shares which that a Non-Affiliated Holder desires the Beneficiary desires Parent or Holdco to purchase under the Exchange Right, Right (together with a No Transfer Declaration and such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Right (and payment of taxes, if any, payable as contemplated by Section 5.8 or evidence thereof), Right) duly endorsed for transfer to Parentthe Parent or Holdco, the Trustee shall notify the Parent and ExchangeCo the Company of its receipt of the same, which notice to the Parent and ExchangeCo the Company shall constitute exercise of the Exchange Right by the Trustee on behalf of the holder of such Exchangeable Shares, and the Parent shall promptly immediately thereafter deliver or cause Holdco to be delivered deliver to the Trustee, for delivery to the Beneficiary Non-Affiliated Holder of such Exchangeable Shares (or to such other Personspersons, if any, properly designated by such Beneficiary) Non-Affiliated Holder), a certificate for the number of Parent Common Shares issuable deliverable in connection with the such exercise of the Exchange RightRight (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance, security interest or adverse claim) and on the applicable payment date cheques a cheque for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to Section 5.14therefor; provided, however, that no such delivery shall be made unless and until the Beneficiary Non-Affiliated Holder requesting the same shall have paid (or provided evidence satisfactory to the Trustee, ExchangeCo the Company and the Parent of the payment of) the taxes (if any) payable as contemplated by Section 5.8 of this Trust Agreement. Immediately upon the giving of notice by the Trustee to the Parent and ExchangeCo the Company of the exercise of the Exchange Right Right, as provided in this Section 5.6, the closing of the transaction of purchase and sale contemplated by the Exchange Right shall be deemed to have occurred occurred, and the holder Non-Affiliated Holder of such Exchangeable Shares shall be deemed to have transferred to the Parent (or, at the Parent's option, to Holdco) all of such holder’s its right, title and interest in and to such Exchangeable Shares shall cease to be a holder of such Exchangeable Shares and the related interest in the Trust Estate and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his its proportionate part of the total purchase price for those Exchangeable therefor, unless the requisite number of Parent Common Shares (together with a cheque for the balance, if any, of the total purchase price therefor without interest therefor) is not delivered by the Parent or Holdco to the Trustee, for delivery to such Non-Affiliated Holder (but less any amounts withheld pursuant or to Section 5.14such other persons, if any, properly designated by such Non-Affiliated Holder), unless the requisite number of Parent Common Shares is not allotted, issued and delivered by Parent to Trustee within five Business Days of the date of the giving of such notice by Trustee and cheque for the balance, if any, of the total purchase price for such Exchangeable Shares is not issued and delivered to Trustee on the applicable payment dateTrustee, in which case the rights of the Beneficiary Non-Affiliated Holder shall remain unaffected until such Parent Common Shares are so allotted, issued and delivered by Parent and any such cheque is issued so delivered and delivered by Parent. Upon delivery by Parent to Trustee of such Parent Common Shares, Trustee shall deliver such Parent Common Shares to such Beneficiary (or to such other Persons, if any, properly designated by such Beneficiary)paid. Concurrently with the closing of the transaction of purchase and sale contemplated by the Exchange Right, such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary Non-Affiliated Holder shall be considered and deemed for all purposes to be the holder of the Parent Common Shares delivered to it pursuant to the Exchange Right. Upon the due exercise of the Exchange Right, and simultaneous with the delivery of the certificates evidencing the issuance of the Parent Common Shares, the Parent shall effect a corresponding adjustment to the Parent Special Voting Shares share registry to reduce the number of Parent Special Voting Shares equal to the number of Exchangeable Shares that are subject to such Exchange Right. Additionally, and in such circumstances, the Trustee and the Parent shall execute and deliver all ancillary documents necessary to effect the due return to treasury and cancellation of such Parent Special Voting Shares, including any return to treasury agreement and duly signed stock powers of attorney.

Delivery of Parent Common Shares; Effect of Exercise. Promptly Within ten (10) Business Days after receipt of the certificates representing the Exchangeable Shares which the Beneficiary Exchangeable Shareholder desires Parent to purchase under the Exchange Right, together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Right (and payment of taxes, if any, payable as contemplated by Section 5.8 section 3.7 or evidence thereof), duly endorsed for transfer to Parent, Trustee shall notify Parent and ExchangeCo of its receipt of the same, which notice to Parent and ExchangeCo shall constitute exercise of the Exchange Right by Trustee on behalf of the holder of such Exchangeable Shares, and Parent shall promptly thereafter deliver or cause to be delivered to Trustee, for delivery to the Beneficiary of Exchangeable Shareholder such Exchangeable Shares (or to such other Persons, if any, properly designated by such BeneficiaryExchangeable Shareholder) the number of Parent Common Shares issuable in connection with the exercise of the Exchange Right, and on the applicable payment date cheques for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to Section 5.14section 3.13); provided, however, that no such delivery shall be made unless and until the Beneficiary Exchangeable Shareholder requesting the same shall have paid (or provided evidence satisfactory to Trustee, ExchangeCo the Corporation and Parent of the payment of) the taxes (if any) payable as contemplated by Section 5.8 section 3.7 of this Agreementexchange agreement. Immediately upon the giving of notice by Trustee the Exchangeable Shareholder to Parent and ExchangeCo the Corporation of the exercise of the Exchange Right as provided in this Section 5.6section 3.5, the closing of the transaction of purchase and sale contemplated by the Exchange Right shall be deemed to have occurred and the holder of such Exchangeable Shares shall be deemed to have transferred to Parent all of such holder’s right, title and interest in and to such Exchangeable Shares and shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price for those Exchangeable Shares (together with a cheque for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to Section 5.14section 3.12)), unless the requisite number of Parent Common Shares is not allotted, issued and delivered by Parent to Trustee the Exchangeable Shareholder within five ten Business Days of the date of the giving of such notice by Trustee the Exchangeable Shareholder and cheque for the balance, if any, of the total purchase price for such Exchangeable Shares is not issued and delivered to Trustee the Exchangeable Shareholder on the applicable payment date, in which case the rights of the Beneficiary Exchangeable Shareholder shall remain unaffected until such Parent Common Shares are so allotted, issued and delivered by Parent and any such cheque is issued and delivered by Parent. Upon delivery by Parent to Trustee of such Parent Common Shares, Trustee shall deliver such Parent Common Shares to such Beneficiary (or to such other Persons, if any, properly designated by such Beneficiary). Concurrently with such Beneficiary the Exchangeable Shareholder ceasing to be a holder of Exchangeable Shares, the Beneficiary Exchangeable Shareholder shall be considered and deemed for all purposes to be the holder of the Parent Common Shares delivered to it pursuant to the Exchange Right. Upon the due exercise of the Exchange Right, and simultaneous with the delivery of the certificates evidencing the issuance of the Parent Common Shares, the Parent shall effect a corresponding adjustment to the Parent Special Voting Shares share registry to reduce the number of Parent Special Voting Shares equal to the number of Exchangeable Shares that are subject to such Exchange Right. Additionally, and in such circumstances, the Trustee and the Parent shall execute and deliver all ancillary documents necessary to effect the due return to treasury and cancellation of such Parent Special Voting Shares, including any return to treasury agreement and duly signed stock powers of attorney.