Common use of Delivery of Share Consideration Clause in Contracts

Delivery of Share Consideration. (a) Following receipt of the Final Order and prior to the Effective Date, the Purchaser shall deliver, or cause to be delivered, for the benefit of applicable holders of Company Shares (including Company RSU Holders whose Company RSUs are settled for Company Shares in accordance with Section 3.01(a)), a sufficient number of Purchaser Shares to the Depositary to satisfy the aggregate Share Consideration deliverable to the Company Shareholders (including Company RSU Holders whose Company RSUs are settled for Company Shares in accordance with Section 3.01(a)) in accordance with Section 3.01(c) (other than Company Shareholders who have validly exercised Dissent Rights and who have not withdrawn their notice of objection or the Purchaser or any subsidiary of the Purchaser), which Purchaser Shares shall be held by the Depositary as agent and nominee for such Former Company Shareholders for distribution to such Former Company Shareholders in accordance with the provisions of this ARTICLE Six. (b) Upon surrender to the Depositary of a certificate or a DRS statement which immediately before the Effective Time represented one or more outstanding Company Shares that were transferred to the Purchaser in accordance with Section 3.01(c), together with a duly completed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require and such other documents and instruments as would have been required to effect the transfer of the Company Shares formerly represented by such certificate or DRS statement under the terms of such certificate or DRS statement, the BCBCA, the Securities Transfer Act (British Columbia) and the articles and notice of articles of the Company, the former holder of such Company Shares shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time, or make available for pick up at its offices during normal business hours, certificates or DRS statements representing the Share Consideration that such holder is entitled to receive in accordance with Section 3.01(c), less applicable withholdings pursuant to Section 6.04, and any certificate or DRS statement representing Company Shares so surrendered shall forthwith thereafter be cancelled. Notwithstanding the foregoing, holders of Company RSUs who received Company Shares pursuant to Section 3.01(a) shall not receive certificates or DRS statements representing such Company Shares and, accordingly, shall not be required to deliver a Letter of Transmittal or any such certificates or DRS statements in respect of such Company Shares. (c) Until surrendered as contemplated by Section 6.01(b), each certificate or DRS statement that immediately prior to the Effective Time represented one or more Company Shares (other than Company Shares in respect of which Dissent Rights have been validly exercised and not withdrawn or held by the Purchaser or any subsidiary of the Purchaser), shall be deemed after the Effective Time to represent only the right to receive upon such surrender the Share Consideration that the holder of such certificate or DRS statement is entitled to receive in accordance with Section 3.01, less applicable withholdings pursuant to Section 6.04. (d) After the Effective Time, each document formerly representing Company Options will be deemed to represent Replacement Options as provided in Section 3.01(d), provided that upon any transfer of such document formerly representing Company Options after the Effective Time, the Purchaser shall issue a new document representing the relevant Replacement Options and such document formerly representing Company Options shall be deemed to be cancelled. (e) No holder of Company Shares, Company Options, Company RSUs or Company Warrants shall be entitled to receive any consideration or entitlement with respect to such Company Shares, Company Options, Company RSUs or Company Warrants other than any consideration or entitlement to which such holder is entitled to receive in accordance with this Plan of Arrangement and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith, other than any declared but unpaid dividends.

Delivery of Share Consideration. (a) Following receipt of the Final Order and prior to the Effective DateDate in accordance with the terms of the Arrangement Agreement, Aurora shall deposit with the Purchaser shall deliver, or cause to be deliveredDepositary, for the benefit of applicable holders of Company Shares (including Company RSU Holders whose Company RSUs are settled for Company Shares in accordance with Section 3.01(a)), a sufficient ICC Shareholders such number of Purchaser Aurora Shares as is necessary to be delivered to the Depositary to satisfy the aggregate Share Consideration deliverable to the Company Shareholders (including Company RSU Holders whose Company RSUs are settled for Company Shares in accordance with Section 3.01(a)) in accordance with Section 3.01(c) (other than Company Shareholders who have validly exercised Dissent Rights and who have not withdrawn their notice of objection or the Purchaser or any subsidiary of the Purchaser), which Purchaser Shares shall be held by the Depositary as agent and nominee for such Former Company Shareholders for distribution to such Former Company ICC Shareholders in accordance with order to effect the provisions exchange or settlement under Section 2.3 of this ARTICLE SixPlan of Arrangement. (b) Upon Subject to surrender to the Depositary of a certificate or a DRS statement which immediately before prior to the Effective Time represented one or more outstanding Company Shares that were transferred to the Purchaser in accordance with Section 3.01(c)ICC Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require and such other documents and instruments as would have been required to effect require, following the transfer of Effective Time the Company Shares formerly represented by such certificate or DRS statement under the terms of such certificate or DRS statement, the BCBCA, the Securities Transfer Act (British Columbia) and the articles and notice of articles of the Company, the former holder of such Company Shares surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following holder, the Effective Time, or make available for pick up at its offices during normal business hours, certificates or DRS statements representing the Share Consideration that Aurora Shares which such holder is entitled has the right to receive in accordance with under Section 3.01(c)2.3 of this Plan of Arrangement, less applicable withholdings any amounts withheld pursuant to Section 6.04, 5.5 and any certificate or DRS statement representing Company Shares so surrendered shall forthwith thereafter be cancelled. Notwithstanding the foregoing, holders of Company RSUs who received Company Shares pursuant to Section 3.01(a) shall not receive certificates or DRS statements representing such Company Shares and, accordingly, shall not be required to deliver a Letter of Transmittal or any such certificates or DRS statements in respect of such Company Shares. (c) Until surrendered as contemplated by this Section 6.01(b)5.1, each certificate or DRS statement that immediately prior to the Effective Time represented one or more Company ICC Shares (other than Company Shares in respect of which Dissent Rights have been validly exercised and not withdrawn or held by the Purchaser or any subsidiary of the Purchaser), shall be deemed after the Effective Time to represent only the right to receive receive, upon such surrender surrender, the Share Consideration that Aurora Shares to which the holder thereof is entitled in lieu of such certificate or DRS statement is entitled to receive in accordance with as contemplated by Section 3.012.3 and this Section 5.1, less applicable withholdings any amounts withheld pursuant to Section 6.045.5. Any such certificate formerly representing ICC Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall: (i) cease to represent a claim by, or interest of, any former holder of ICC Shares of any kind or nature against or in ICC or Aurora (or any successor to any of the foregoing); and (ii) be deemed to have been surrendered to Aurora and shall be cancelled. (d) After the Effective Time, each document formerly representing Company Options will be deemed to represent Replacement Options as provided in Section 3.01(d), provided that upon any transfer of such document formerly representing Company Options after the Effective Time, the Purchaser shall issue a new document representing the relevant Replacement Options and such document formerly representing Company Options shall be deemed to be cancelled. (e) No ICC Shareholder or holder of Company Shares, Company ICC Plan Options, Company RSUs ICC Warrants or Company Warrants ICC Compensation Options shall be entitled to receive any consideration or entitlement with respect to such Company ICC Shares, Company ICC Plan Options, Company RSUs ICC Warrants or Company Warrants ICC Compensation Options other than any the consideration or entitlement to which such holder is entitled to receive in accordance with this Plan of Arrangement Section 2.3 and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith, other than any declared but unpaid dividends.

Delivery of Share Consideration. (a) Following receipt As soon as practicable following the later of the Final Order Effective Date and the surrender to the Depositary for cancellation of a certificate that immediately prior to the Effective Date, the Purchaser shall deliver, or cause to be delivered, for the benefit of applicable holders of Company Shares (including Company RSU Holders whose Company RSUs are settled for Company Shares in accordance with Section 3.01(a)), a sufficient number of Purchaser Shares to the Depositary to satisfy the aggregate Share Consideration deliverable to the Company Shareholders (including Company RSU Holders whose Company RSUs are settled for Company Shares in accordance with Section 3.01(a)) in accordance with Section 3.01(c) (other than Company Shareholders who have validly exercised Dissent Rights and who have not withdrawn their notice of objection or the Purchaser or any subsidiary of the Purchaser), which Purchaser Shares shall be held by the Depositary as agent and nominee for such Former Company Shareholders for distribution to such Former Company Shareholders in accordance with the provisions of this ARTICLE Six. (b) Upon surrender to the Depositary of a certificate or a DRS statement which immediately before the Effective Time represented one or more outstanding Company Otis Shares that were transferred to the Purchaser in accordance with under Section 3.01(c3.1(b), together with a duly completed Otis Share Letter of Transmittal and Transmittal, such additional documents and instruments as the Depositary may reasonably require and such other documents and instruments as would have been required to effect the such transfer of the Company Shares formerly represented by such certificate or DRS statement under the terms of such certificate or DRS statement, the BCBCA, the Securities Transfer Act (British Columbia) and the articles and notice of articles of the CompanyOtis or Excellon, as applicable, the former holder of such Company Otis Shares shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time, or make available for pick up at its offices during normal business hours, certificates or DRS statements a certificate representing the Share Consideration Excellon Shares that such holder is entitled to receive in accordance with Section 3.01(c)3.1 hereof, less applicable withholdings any amounts withheld pursuant to Section 6.04, and any certificate or DRS statement representing Company Shares so surrendered shall forthwith thereafter be cancelled. Notwithstanding the foregoing, holders of Company RSUs who received Company Shares pursuant to Section 3.01(a) shall not receive certificates or DRS statements representing such Company Shares and, accordingly, shall not be required to deliver a Letter of Transmittal or any such certificates or DRS statements in respect of such Company Shares5.5. (cb) Until Subject to Section 5.3, until surrendered as contemplated by this Section 6.01(b)5.1, each certificate or DRS statement that which immediately prior to the Effective Time represented one or more Company Otis Shares (other than Company Shares in respect of which Dissent Rights have been validly exercised and not withdrawn or held by the Purchaser or any subsidiary of the Purchaser), shall will be deemed after the Effective Time to represent only the right to receive from the Depositary upon such surrender the Share Consideration a certificate representing Excellon Shares that the holder of such certificate or DRS statement is entitled to receive in accordance with Section 3.013.1(b) hereof, less applicable withholdings any amounts withheld pursuant to Section 6.045.5. (dc) After Otis and Excellon will cause the Depositary, as soon as a Former Otis Shareholder becomes entitled to the Share Consideration in accordance with Section 3.1(b), to: (i) forward or cause to be forwarded by first class mail (postage paid) to such former holder at the address specified in the Otis Share Letter of Transmittal; (ii) if requested by such former holder in the Otis Share Letter of Transmittal make available at the offices of the Depositary specified in the Otis Share Letter of Transmittal for pick up by such former holder; or (iii) if the Otis Share Letter of Transmittal neither specifies an address as described in Section 5.1(c)(i) nor contains a request as described in Section 5.1(c)(ii), forward or cause to be forwarded by first class mail (postage paid) to such former holder at the address of such former holder as shown on the applicable securities register maintained by or on behalf of Otis immediately prior to the Effective Time, each document formerly representing Company Options will be deemed to represent Replacement Options as provided in Section 3.01(d), provided that upon any transfer of such document formerly representing Company Options after the Effective Time, the Purchaser shall issue a new document representing the relevant Replacement Options and such document formerly representing Company Options shall be deemed to be cancelled. (e) No holder of Company Shares, Company Options, Company RSUs or Company Warrants shall be entitled to receive any consideration or entitlement with respect to such Company Shares, Company Options, Company RSUs or Company Warrants other than any consideration or entitlement to which such holder is entitled to receive in accordance with this Plan of Arrangement and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith, other than any declared but unpaid dividends.,

Delivery of Share Consideration. (a) Following receipt As soon as practicable following the later of the Final Order Effective Date and the surrender to the Depositary for cancellation of a certificate that immediately prior to the Effective Date, the Purchaser shall deliver, or cause to be delivered, for the benefit of applicable holders of Company Shares (including Company RSU Holders whose Company RSUs are settled for Company Shares in accordance with Section 3.01(a)), a sufficient number of Purchaser Shares to the Depositary to satisfy the aggregate Share Consideration deliverable to the Company Shareholders (including Company RSU Holders whose Company RSUs are settled for Company Shares in accordance with Section 3.01(a)) in accordance with Section 3.01(c) (other than Company Shareholders who have validly exercised Dissent Rights and who have not withdrawn their notice of objection or the Purchaser or any subsidiary of the Purchaser), which Purchaser Shares shall be held by the Depositary as agent and nominee for such Former Company Shareholders for distribution to such Former Company Shareholders in accordance with the provisions of this ARTICLE Six. (b) Upon surrender to the Depositary of a certificate or a DRS statement which immediately before the Effective Time represented one or more outstanding Company Novamind Shares that were transferred to the Purchaser in accordance with under Section 3.01(c3.1(d), together with a duly completed Novamind Share Letter of Transmittal and such additional documents and instruments as the Depositary and Numinus may reasonably require and such other documents and instruments as would have been required to effect the such transfer of the Company Shares formerly represented by such certificate or DRS statement under the terms of such certificate or DRS statement, the BCBCA, the Securities Transfer Act (British Columbia) CBCA and the articles and notice of articles of the CompanyNovamind, the former holder of such Company Novamind Shares shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time, or make available for pick up at its offices during normal business hours, certificates or DRS statements a certificate representing the Share Consideration Numinus Shares that such holder is entitled to receive in accordance with Section 3.01(c)3.1(d) hereof, less applicable withholdings any amounts withheld pursuant to Section 6.04, and any certificate or DRS statement representing Company Shares so surrendered shall forthwith thereafter be cancelled. Notwithstanding the foregoing, holders of Company RSUs who received Company Shares pursuant to Section 3.01(a) shall not receive certificates or DRS statements representing such Company Shares and, accordingly, shall not be required to deliver a Letter of Transmittal or any such certificates or DRS statements in respect of such Company Shares5.4. (cb) Until Subject to Section 5.3, until surrendered as contemplated by this Section 6.01(b)5.1, each certificate or DRS statement that which immediately prior to the Effective Time represented one or more Company Novamind Shares (other than Company Shares in respect of which Dissent Rights have been validly exercised and not withdrawn or held by the Purchaser or any subsidiary of the Purchaser), shall will be deemed after the Effective Time to represent only the right to receive from the Depositary upon such surrender the Share Consideration a certificate representing Numinus Shares that the holder of such certificate or DRS statement is entitled to receive in accordance with Section 3.013.1(d) hereof, less applicable withholdings any amounts withheld pursuant to Section 6.045.4. (dc) After Novamind and Numinus will cause the Depositary, as soon as a Former Novamind Shareholder becomes entitled to the Share Consideration in accordance with Section 3.1(b), to: (i) forward or cause to be forwarded by first class mail (postage paid) to such former holder at the address specified in the Novamind Share Letter of Transmittal; (ii) if requested by such former holder in the Novamind Share Letter of Transmittal make available at the offices of the Depositary specified in the Novamind Share Letter of Transmittal; or (iii) if the Novamind Share Letter of Transmittal neither specifies an address as described in Section (i) nor contains a request as described in Section (ii), forward or cause to be forwarded by first class mail (postage paid) to such former holder at the address of such former holder as shown on the applicable securities register maintained by or on behalf of Novamind immediately prior to the Effective Time, each document formerly representing Company Options will be deemed to represent Replacement Options as provided in Section 3.01(d), provided that upon any transfer of such document formerly representing Company Options after the Effective Time, the Purchaser shall issue a new document representing the relevant Replacement Options and such document formerly representing Company Options shall be deemed to be cancelled. (e) No holder of Company Shares, Company Options, Company RSUs or Company Warrants shall be entitled to receive any consideration or entitlement with respect to such Company Shares, Company Options, Company RSUs or Company Warrants other than any consideration or entitlement to which such holder is entitled to receive in accordance with this Plan of Arrangement and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith, other than any declared but unpaid dividends.,

Delivery of Share Consideration. (a) Following receipt of the Final Order and in any event no later than the Business Day prior to the Effective Date, the Purchaser Buyer shall deliverdeposit, or cause arrange to be delivered, deposited for the benefit of applicable holders of Company Shares Target Shareholders (including Company RSU Holders whose Company RSUs are settled for Company Shares in accordance with Section 3.01(a))excluding Dissenting Target Shareholders, a sufficient and the Buyer, if applicable) such number of Purchaser Buyer Shares to the Depositary necessary to satisfy the aggregate Share Consideration deliverable payable to the Company Target Shareholders (including Company RSU Holders whose Company RSUs are settled for Company Shares in accordance with Section 3.01(a)) in accordance with Section 3.01(c) (other than Company Shareholders who have validly exercised Dissent Rights and who have not withdrawn their notice as required by this Plan of objection or the Purchaser or any subsidiary of the Purchaser)Arrangement, which Purchaser Buyer Shares shall be held by the Depositary in escrow as agent and nominee for such Former Company Shareholders for distribution to such Former Company Shareholders in accordance with the provisions of this ARTICLE SixTarget Shareholders. (b) Upon surrender to the Depositary for cancellation of a certificate or a DRS statement which immediately before prior to the Effective Time represented one or more outstanding Company Target Shares that were transferred pursuant to the Purchaser in accordance with Section 3.01(c3.01(d), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require and such other documents and instruments as would have been required to effect require, the transfer registered holder of the Company Target Shares formerly represented by such surrendered certificate or DRS statement under the terms of such certificate or DRS statement, the BCBCA, the Securities Transfer Act (British Columbia) and the articles and notice of articles of the Company, the former holder of such Company Shares shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the Share Consideration which such holder following has the right to receive under this Plan of Arrangement for such Target Shares, without interest, less any amounts withheld pursuant to Section 5.03, and any certificate so surrendered shall forthwith be cancelled. (c) As soon as practicable after the Effective Date, the Target shall deliver, or cause to be delivered, to each holder of Out-of-the-Money Target Options as reflected on the register maintained by or on behalf of the Target immediately prior to the Effective Time, a cheque or make available for pick up at its offices during normal business hours, certificates cash payment (or DRS statements process the payment through the Target’s payroll systems or such other means as the Target may elect) representing the Share Consideration that amount, if any, which such holder is entitled of Out-of-the-Money Target Options has the right to receive in accordance with Section 3.01(c), less applicable withholdings pursuant to Section 6.043.01(a)(ii) of this Plan of Arrangement for such Out-of-the-Money Target Options, and less any certificate or DRS statement representing Company Shares so surrendered shall forthwith thereafter be cancelled. Notwithstanding the foregoing, holders of Company RSUs who received Company Shares amount withheld pursuant to Section 3.01(a) shall not receive certificates or DRS statements representing such Company Shares and, accordingly, shall not be required to deliver a Letter of Transmittal or any such certificates or DRS statements in respect of such Company Shares5.03. (cd) Until surrendered as contemplated by this Section 6.01(b)5.01, each certificate or DRS statement other evidence of registered ownership that immediately prior to the Effective Time represented one or more Company Shares (other than Company Shares in respect of which Dissent Rights have been validly exercised and not withdrawn or held by the Purchaser or any subsidiary of the Purchaser)Target Shares, shall be deemed after the Effective Time to represent only the right to receive upon such surrender the Share Consideration that which the holder of such certificate or DRS statement is entitled to receive in accordance with lieu of such certificate as contemplated in this Section 3.015.01, less applicable withholdings any amounts withheld pursuant to Section 6.04. 5.03. Any such certificate formerly representing Target Shares not duly surrendered on or before the sixth (d6th) After anniversary of the Effective Time, each document formerly representing Company Options will be deemed Date shall cease to represent Replacement Options as provided a claim by or interest of any former holder of Target Shares of any kind or nature against or in Section 3.01(d)the Target or the Buyer. On such date, provided that upon any transfer of all Share Consideration to which such document formerly representing Company Options after the Effective Time, the Purchaser shall issue a new document representing the relevant Replacement Options and such document formerly representing Company Options former holder was entitled shall be deemed to have been surrendered to the Buyer, and shall be cancelledpaid over by the Depositary to the Buyer or as directed by the Buyer. (e) Any payment made by the Depositary (or the Target or any of its subsidiaries, as applicable) pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary (or the Target or any of its subsidiaries, as applicable) or that otherwise remains unclaimed, in each case, on or before the sixth (6th) anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth (6th) anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable consideration for the Target Shares and the Out-of-the-Money Target Options pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Buyer or the Target, as applicable, for no consideration. (f) No holder of Company Shares, Company Options, Company RSUs Target Shares or Company Warrants In-the-Money Target Options shall be entitled to receive any consideration or entitlement Share Consideration with respect to such Company Shares, Company Options, Company RSUs or Company Warrants Target Shares other than any consideration or entitlement to the Share Consideration which such holder is entitled to receive in accordance with Section 3.01(d) and this Plan of Arrangement Section 5.01 and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewiththerewith other than, other than in respect of Target Shares, any declared but unpaid dividendsdividends with a record date prior to the Effective Date. No dividend or other distribution declared or made after the Effective Time with respect to any securities of the Target with a record date on or after the Effective Date shall be delivered to the holder of any unsurrendered certificate which, immediately prior to the Effective Date, represented outstanding Target Shares that were transferred pursuant to Section 3.01. (g) No holder of Out-of-the-Money Target Options shall be entitled to receive any cash payment other than, subject to Section 3.03, the cash payment which such holder is entitled to receive in accordance with Section 3.01(a)(ii) and this Section 5.01 and, for greater certainty, no such holder will be entitled to receive any interest or other payment in connection therewith. (h) No dividend or other distribution declared or made after the Effective Time with respect to Buyer Shares 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 Target Shares that were transferred pursuant to Section 3.01, unless and until the holder of such certificate shall have complied with the provisions of this Section 5.01. Subject to applicable Law and to this Section 5.01 at the time of such compliance, there shall, in addition to the delivery of the Share Consideration to which such holder is thereby entitled, 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 the Buyer Shares to which such holder is entitled in respect of such holder’s Share Consideration, net of any applicable withholding and other taxes