Common use of EXCHANGE PUT RIGHT Clause in Contracts

EXCHANGE PUT RIGHT. 8.1 On and subject to the terms and conditions contained in these share provisions and the Voting and Exchange Trust Agreement: (a) a holder of Exchangeable Shares will have the right (the "Exchange Put Right") at any time to require Xxxxxxx USA to purchase all or any part of the Exchangeable Shares of the holder; and (b) on the exercise by the holder of the Exchange Put Right and provided that, at the time of purchase, the Exchangeable Shares are registered in the United States, the holder will be required to sell to Xxxxxxx USA, and Xxxxxxx USA will be required to purchase from the holder, that number of Exchangeable Shares in respect of which the Exchange Put Right is exercised, in consideration of the payment by Xxxxxxx USA of the Exchangeable Share Price applicable thereto (which will be the Exchangeable Share Price applicable on the last Business Day prior to receipt of notice required under section 8.2) and delivery by or on behalf of Xxxxxxx USA of the Exchangeable Share Consideration representing the total applicable Exchangeable Share Price. In connection with payment of the Exchangeable Share Consideration, Xxxxxxx Canada will be entitled to liquidate some of Xxxxxxx USA Common Stock which would otherwise be deliverable to the particular holder of Exchangeable Shares in order to fund any statutory withholding tax obligation. 8.2 The Exchange Put Right provided in section 8.1 hereof and in Article 5 of the Voting and Exchange Trust Agreement may be exercised at any time by notice in writing given by the holder to and received by the Trustee (the date of such receipt, the"Exchange Put Date") and accompanied by presentation and surrender of the certificates representing such Exchangeable Shares, together with such documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the by-laws of Xxxxxxx Canada and such additional documents and instruments as the Trustee may reasonably require, at the principal transfer offices in Salt Lake City, Utah, of the Trustee, or at such other office or offices of the Trustee or of other persons designated by the Trustee for that purpose as may from time to time be maintained by the Trustee for that purpose. Such notice may be (i) in the form of the panel, if any, on the certificates representing Exchangeable Shares, (ii) in the form of the notice and election contained in any letter of transmittal distributed or made available by Xxxxxxx Canada for that purpose, or (iii) in other form satisfactory to the Trustee (or such other persons aforesaid), will stipulate the number of Exchangeable Shares in respect of which the right is exercised (which may not exceed the number of shares represented by certificates surrendered to the Trustee), will be irrevocable unless the exchange is not completed in accordance herewith and with the Voting and Exchange Trust Agreement and will constitute the holder's authorization to the Trustee (and such other persons aforesaid) to effect the exchange on behalf of the holder. 8.3 The completion of the sale and purchase referred to in section 8.1 will be required to occur, and Xxxxxxx USA will be required to take all actions on its part necessary to permit it to occur, not later than the close of business on the third Business Day following the Exchange Put Date. 8.4 The surrender by the holder of Exchangeable Shares under section 8.2 will constitute the representation, warranty and covenant of the holder that the Exchangeable Shares so purchased are sold free and clear of any lien, encumbrance, security interest or adverse claim or interest. 8.5 If a part only of the Exchangeable Shares represented by any certificate are to be sold and purchased pursuant to the exercise of the Exchange Put Right, a new certificate for the balance of such Exchangeable Shares will be issued to the holder at the expense of Xxxxxxx Canada. 8.6 On receipt by the Trustee of the notice, certificates and other documents or instruments required by section 8.2, the Trustee will deliver or cause to be delivered, on behalf of Xxxxxxx USA and subject to receipt by the Trustee from Xxxxxxx USA of the applicable Exchangeable Share Consideration, to the relevant holder at the address of the holder specified in the notice or by holding for pick-up by the holder at the registered office of Xxxxxxx Canada or at any office of the Trustee (or other persons aforesaid) maintained for that purpose, the Exchangeable Share Consideration representing the total applicable Exchangeable Share Price, within the time stipulated in section 8.3. Delivery by Xxxxxxx USA to the Trustee of such Exchangeable Share Consideration will be deemed to be payment of and will satisfy and discharge all liability for the total applicable Exchangeable Share Price, except as to any cheque included therein which is not paid on due presentation. 8.7 On and after the close of business on the Exchange Put Date, the holder of the Exchangeable Shares in respect of which the Exchange Put Right is exercised will not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive the total applicable Exchangeable Share Price, unless on presentation and surrender of certificates in accordance with the foregoing provisions, payment of the Exchangeable Share Consideration will not be made, in which case the rights of such holder will remain unaffected until such payment has been made. On and after the close of business on the Exchange Put Date provided that presentation and surrender of certificates and payment of the Exchangeable Share Consideration has been made in accordance with the foregoing provisions, the holder of the Exchangeable Shares so purchased by Xxxxxxx USA will thereafter be considered and deemed for all purposes to be a holder of Xxxxxxx USA Common Stock delivered to it. Notwithstanding the foregoing, until payment of the Exchangeable Share Consideration to the holder, the holder will be deemed to still be a holder of Exchangeable Shares for purposes of all voting rights with respect thereto under the Voting and Exchange Trust Agreement.

EXCHANGE PUT RIGHT. 8.1 On 9.1 Upon and subject to the terms and conditions contained in these share provisions and the Voting and Exchange Trust Agreementprovisions: (a) a holder of Exchangeable Shares will shall have the right (the "Exchange Put Right") at any time upon the occurrence of an Exchange Put Event to require Xxxxxxx USA FCE to purchase all or any part of the Exchangeable Shares of the holder; and (b) on upon the exercise by the holder of the Exchange Put Right and provided that, at the time of purchase, the Exchangeable Shares are registered in the United Stateslisted on a recognized Canadian stock exchange, the holder will shall be required to sell to Xxxxxxx USAFCE, and Xxxxxxx USA will FCE shall be required to purchase from the holder, that number of Exchangeable Shares in respect of which the Exchange Put Right is exercised, in consideration of the payment by Xxxxxxx USA FCE of the Exchangeable Share Price applicable thereto (which will shall be the Exchangeable Share Price applicable on the last Business Day prior to receipt of notice required under section 8.2Section 9.2) and delivery by or on behalf of Xxxxxxx USA FCE of the Exchangeable Share Consideration representing the total applicable Exchangeable Share Price. In connection with payment of the Exchangeable Share Consideration, Xxxxxxx Canada will be entitled to liquidate some of Xxxxxxx USA Common Stock which would otherwise be deliverable to the particular holder of Exchangeable Shares in order to fund any statutory withholding tax obligation. 8.2 9.2 The Exchange Put Right provided in section 8.1 hereof and in Article 5 of the Voting and Exchange Trust Agreement may be exercised at any time upon the occurrence of an Exchange Put Event by notice in writing given by the holder to and received by the Trustee (the date of such receipt, the"Exchange the "Exchange Put Date") and accompanied by presentation and surrender of the certificates representing such Exchangeable Shares, together with such documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act ABCA and the by-laws of Xxxxxxx Canada the Corporation and such additional documents and instruments as the Trustee may reasonably require, at the principal principle transfer offices in Salt Lake City, Utah, ____ of the Trustee, or at such other office or offices of the Trustee or of the other persons designated by the Trustee for that purpose as may from time to time be maintained by the Trustee for that purpose. Such notice may be (i) in the form of the panel, if any, on the certificates representing Exchangeable Shares, (ii) in the form of the notice and election contained in any letter of transmittal distributed or made available by Xxxxxxx Canada for that purpose, or (iii) in such other form satisfactory to the Trustee (or such other persons aforesaid), will shall stipulate the number of Exchangeable Shares in respect of which the right is exercised (which may not exceed the number of shares represented by certificates surrendered to the Trustee), will shall be irrevocable unless the exchange is not completed in accordance herewith and with the Voting and Exchange Trust Agreement and will shall constitute the holder's authorization to the Trustee (and such other persons aforesaid) to effect the exchange on behalf of the holder. 8.3 9.3 The completion of the sale and purchase referred to in section 8.1 will Section 9.2 shall be required to occur, and Xxxxxxx USA will FCE shall be required to take all actions on its part necessary to permit it to occur, not later than the close of business on the third Business Day following the Exchange Put Date. 8.4 9.4 The surrender by the holder of Exchangeable Shares under section 8.2 will Section 9.3 shall constitute the representation, warranty and covenant of the holder that the Exchangeable Shares so purchased are sold free and clear of any lien, encumbranceencumbrances, security interest or adverse claim or interest. 8.5 9.5 If a part only of the Exchangeable Shares represented by any certificate are to be sold and purchased pursuant to the exercise of the Exchange Put Right, a new certificate for the balance of such Exchangeable Shares will shall be issued to the holder at the expense of Xxxxxxx Canadathe Corporation. 8.6 On 9.6 Upon receipt by the Trustee of the notice, certificates and other documents or instruments required by section 8.2Section 9.2, the Trustee will shall deliver or cause to be delivered, on behalf of Xxxxxxx USA FCE and subject to receipt by the Trustee from Xxxxxxx USA FCE of the applicable Exchangeable Share Consideration, to the relevant holder at the address of the holder specified in the notice or by holding for pick-up by the holder at the registered office of Xxxxxxx Canada the Corporation or at any office of the Trustee (or other persons aforesaid) maintained for that purpose, the Exchangeable Share Consideration representing the total applicable Exchangeable Share Price, within the time stipulated in section 8.3Section 9.4. Delivery by Xxxxxxx USA FCE to the Trustee of such Exchangeable Share Consideration will shall be deemed to be payment of and will shall satisfy and discharge all liability for the total applicable Exchangeable Share Price, except as to any cheque included therein which is not paid on due presentation. 8.7 9.7 On and after the close of business on the Exchange Put Date, the holder of the Exchangeable Shares in respect of which the Exchange Put Right is exercised will shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive the total applicable Exchangeable Share Price, unless on upon presentation and surrender of certificates in accordance with the foregoing provisions, payment of the Exchangeable Share Consideration will shall not be made, in which case the rights of such holder will shall remain unaffected until such payment has been made. On and after the close of business on the Exchange Put Date provided that provided that presentation and surrender of certificates and payment payments of the Exchangeable Share Consideration has been made in accordance with the foregoing provisions, the holder of the Exchangeable Shares so purchased by Xxxxxxx USA will FCE shall thereafter be considered and deemed for all purposes to be a holder of Xxxxxxx USA the FCE Common Stock delivered to it. Notwithstanding the foregoing, until payment of the Exchangeable Share Consideration to the holder, the holder will be deemed to still be a holder of Exchangeable Shares for purposes of all voting rights with respect thereto under the Voting and Exchange Trust Agreement.

EXCHANGE PUT RIGHT. 8.1 On Upon and subject to the terms and conditions contained in these share provisions and the Voting and Exchange Trust Agreement: (a) a holder of Exchangeable Shares will shall have the right (the "Exchange Put Right") at any time to require Xxxxxxx USA CCo to purchase all or any part of the Exchangeable Shares of the holder, provided that, upon the exercise of such right, CCo may, at its option, cause CCo Holdco to purchase such shares; and (b) on upon the exercise by the holder of the Exchange Put Right and provided that, at the time of purchase, the Exchangeable Shares are registered in the United StatesRight, the holder will shall be required to sell to Xxxxxxx USACCo or CCo Holdco, as the case may be, and Xxxxxxx USA will CCo shall be required to purchase purchase, or cause CCo Holdco to purchase, from the holder, that number of Exchangeable Shares in respect of which the Exchange Put Right is exercised, in consideration of the payment by Xxxxxxx USA CCo or CCo Holdco, as the case may be, of the Exchangeable Share Price applicable thereto (which will shall be the Exchangeable Share Price applicable on the last Business Day prior to receipt of notice required under section 8.2Section 8.2 hereof) and delivery by or on behalf of Xxxxxxx USA CCo or CCo Holdco, as the case may be, of the Exchangeable Share Consideration representing the total applicable Exchangeable Share Price. In connection with payment of the Exchangeable Share Consideration, Xxxxxxx Canada will the Corporation shall be entitled to liquidate some of Xxxxxxx USA the CCo Common Stock which would otherwise be deliverable to the particular holder of Exchangeable Shares in order to fund any statutory withholding tax obligation. 8.2 The Exchange Put Right provided in section Section 8.1 hereof and in Article 5 of the Voting and Exchange Trust Agreement may be exercised at any time by notice in writing given by the holder to and received by the Trustee (the date of such receipt, the"Exchange the "Exchange Put Date") and accompanied by presentation and surrender of the certificates representing such Exchangeable Shares, together with such documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the articles and by-laws of Xxxxxxx Canada the Corporation and such additional documents and instruments as the Trustee may reasonably require, at the principal transfer offices in Salt Lake CityCalgary, UtahAlberta or Toronto, Ontario of the Trustee, or at such other office or offices of the Trustee or of other persons designated by the Trustee for that purpose as may from time to time be maintained by the Trustee for that purpose. Such notice may shall be (i) in the form of the panel, if any, on the certificates representing Exchangeable Shares, (ii) in the form of the notice and election contained in any letter of transmittal distributed or made available by Xxxxxxx Canada for that purpose, or (iii) in other form satisfactory to the Trustee (Schedule B or such other persons aforesaid)form as may be acceptable to the Trustee, will shall stipulate the number of Exchangeable Shares in respect of which the right is exercised (which may not exceed the number of shares represented by certificates surrendered to the Trustee), will shall be irrevocable unless the exchange is not completed in accordance herewith and with the Voting and Exchange Trust Agreement and will shall constitute the holder's authorization to the Trustee (and such other persons aforesaid) to effect the exchange on behalf of the holder. 8.3 The completion of the sale and purchase referred to in section 8.1 will be required to occur, and Xxxxxxx USA will be required to take all actions on its part necessary to permit it to occur, not later than the close of business hereof shall occur on the third Business Day following the Exchange Put Date. 8.4 The surrender by the holder of Exchangeable Shares under section 8.2 will constitute the representation, warranty terms and covenant of the holder that the Exchangeable Shares so purchased are sold free and clear of any lien, encumbrance, security interest or adverse claim or interest. 8.5 If a part only of the Exchangeable Shares represented by any certificate are to be sold and purchased pursuant to the exercise of the Exchange Put Right, a new certificate for the balance of such Exchangeable Shares will be issued to the holder at the expense of Xxxxxxx Canada. 8.6 On receipt by the Trustee of the notice, certificates and other documents or instruments required by section 8.2, the Trustee will deliver or cause to be delivered, on behalf of Xxxxxxx USA and subject to receipt by the Trustee from Xxxxxxx USA of the applicable Exchangeable Share Consideration, to the relevant holder at the address of the holder specified conditions described in the notice or by holding for pick-up by the holder at the registered office of Xxxxxxx Canada or at any office of the Trustee (or other persons aforesaid) maintained for that purpose, the Exchangeable Share Consideration representing the total applicable Exchangeable Share Price, within the time stipulated in section 8.3. Delivery by Xxxxxxx USA to the Trustee of such Exchangeable Share Consideration will be deemed to be payment of and will satisfy and discharge all liability for the total applicable Exchangeable Share Price, except as to any cheque included therein which is not paid on due presentation. 8.7 On and after the close of business on the Exchange Put Date, the holder of the Exchangeable Shares in respect of which the Exchange Put Right is exercised will not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive the total applicable Exchangeable Share Price, unless on presentation and surrender of certificates in accordance with the foregoing provisions, payment of the Exchangeable Share Consideration will not be made, in which case the rights of such holder will remain unaffected until such payment has been made. On and after the close of business on the Exchange Put Date provided that presentation and surrender of certificates and payment of the Exchangeable Share Consideration has been made in accordance with the foregoing provisions, the holder of the Exchangeable Shares so purchased by Xxxxxxx USA will thereafter be considered and deemed for all purposes to be a holder of Xxxxxxx USA Common Stock delivered to it. Notwithstanding the foregoing, until payment of the Exchangeable Share Consideration to the holder, the holder will be deemed to still be a holder of Exchangeable Shares for purposes of all voting rights with respect thereto under the Voting and Exchange Trust Agreement.Section 5.6

EXCHANGE PUT RIGHT. 8.1 On Upon and subject to the terms Term's and conditions contained in these share provisions and the Voting and Exchange Trust Agreement: (a) a holder of Exchangeable Shares will shall have the right (the "Exchange Put Right") at any time to require Xxxxxxx USA Jaws US to purchase all or any part of the Exchangeable Shares of the holder; and (b) on upon the exercise by the holder of the Exchange Put Right and provided that, at the time of purchase, the Exchangeable Shares are registered in the United StatesRight, the holder will shall be required to sell to Xxxxxxx USAJaws US, and Xxxxxxx USA will Jaws US shall be required to purchase from the holder, that number of Exchangeable Shares in respect of which the Exchange Put Right is exercised, in consideration of the payment by Xxxxxxx USA Jaws US of the Exchangeable Share Price applicable thereto (which will shall be the Exchangeable Share Price applicable on the last Business Day prior to receipt of notice required under section 8.2) and delivery by or on behalf of Xxxxxxx USA Jaws US of the Exchangeable Share Consideration representing the total applicable Exchangeable Share Price. In connection with payment of the Exchangeable Share Consideration, Xxxxxxx Canada will the Corporation shall be entitled to liquidate some of Xxxxxxx USA the Jaws US Common Stock which would otherwise be deliverable to the particular holder of Exchangeable Shares in order to fund any statutory withholding tax obligation. 8.2 The Exchange Put Right provided in section 8.1 hereof and in Article 5 of the Voting and Exchange Trust Agreement may be exercised at any time by notice in writing given by the holder to and received by the Trustee (the date of such receipt, the"Exchange the "Exchange Put Date") and accompanied by presentation Presentation and surrender of the certificates representing such Exchangeable Shares, together with such documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the by-laws of Xxxxxxx Canada the Corporation and such additional documents and instruments as the Trustee may reasonably require, at the principal transfer offices in Salt Lake City, Utah, office of the Trustee, or at such other office or offices of the Trustee or of other persons designated by the Trustee for that purpose as may from time to time be maintained by the Trustee for that purpose. Such notice may be (i) in the form of the panel, if any, on the certificates representing Exchangeable Shares, (ii) in the form of the notice and election contained in any letter of transmittal distributed or made available by Xxxxxxx Canada the Corporation for that purpose, or (iii) in other form satisfactory to the Trustee (or such other persons aforesaid), will shall stipulate the number of Exchangeable Shares in respect of which the right is exercised (which may not exceed the number of shares represented by certificates surrendered to the Trustee), will shall be irrevocable unless the exchange is not completed in accordance herewith and with the Voting and Exchange Trust Agreement and will shall constitute the holder's authorization to the Trustee (and such other persons aforesaid) to effect the exchange on behalf of the holder. 8.3 The completion of the sale and purchase referred to in section 8.1 will shall be required to occur, and Xxxxxxx USA will Jaws US shall be required to take all actions on its part necessary to permit it to occur, not later than the close of business on the third Business Day following the Exchange Put Date. 8.4 The surrender by the holder of Exchangeable Shares under section 8.2 will shall constitute the representation, warranty and covenant of the holder that the Exchangeable Shares so purchased are sold free and clear of any lien, encumbrance, security interest or adverse claim or interest. 8.5 If a part only of the Exchangeable Shares represented by any certificate are to be sold and purchased pursuant to the exercise of the Exchange Put Right, a new certificate for the balance of such Exchangeable Shares will shall be issued to the holder at the expense of Xxxxxxx Canada.the Corporation, 8.6 On Upon receipt by the Trustee of the notice, certificates and other documents or instruments required by section 8.2, the Trustee will shall deliver or cause to be delivered, on behalf of Xxxxxxx USA Jaws US and subject to receipt by the Trustee from Xxxxxxx USA Jaws US of the applicable Exchangeable Share Consideration, to the relevant holder at the address of the holder specified in the notice or by holding for pick-up by the holder at the registered office of Xxxxxxx Canada the Corporation or at any office of the Trustee (or other persons aforesaid) maintained for that purpose, the Exchangeable Share Consideration representing the total applicable Exchangeable Share Price, within the time stipulated in section 8.3. Delivery by Xxxxxxx USA Jaws US to the Trustee of such Exchangeable Share Consideration will shall be deemed to be payment of and will shall satisfy and discharge all liability for the total applicable Exchangeable Share Price, except as to any cheque included therein therein, which is not paid on due presentation. 8.7 On and after the close of business on the Exchange Put Date, the holder of the Exchangeable Shares in respect of which the Exchange Put Right is exercised will shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive the total applicable Exchangeable Share Price, unless on upon presentation and surrender of certificates in accordance with the foregoing provisions, payment of the Exchangeable Share Consideration will shall not be made, in which case the rights of such holder will shall remain unaffected until such payment has been made. On and after the close of business on the Exchange Put Date provided that presentation and surrender of certificates and payment of the Exchangeable Share Consideration has been made in accordance with the foregoing provisions, the holder of the Exchangeable Shares so purchased by Xxxxxxx USA will Jaws US shall thereafter be considered and deemed for all purposes to be a holder of Xxxxxxx USA the Jaws US Common Stock delivered to it. Notwithstanding the foregoing, until payment of the Exchangeable Share Consideration to the holder, the holder will shall be deemed to still be a holder of Exchangeable Shares for purposes of all voting rights with respect thereto under the Voting and Exchange Trust Agreement.

EXCHANGE PUT RIGHT. 8.1 On Upon and subject to the terms and conditions contained in these share provisions and the Voting and Exchange Trust Agreement: (a) a holder of Exchangeable Shares will shall have the right (the "Exchange Put Right") at any time to require Xxxxxxx USA Jaws US to purchase all or any part of the Exchangeable Shares of the holder; and (b) on upon the exercise by the holder of the Exchange Put Right and provided that, at the time of purchase, the Exchangeable Shares are registered in the United StatesRight, the holder will shall be required to sell to Xxxxxxx USAJaws US, and Xxxxxxx USA will Jaws US shall be required to purchase from the holder, that number of Exchangeable Shares in respect of which the Exchange Put Right is exercised, in consideration of the payment by Xxxxxxx USA Jaws US of the Exchangeable Share Price applicable thereto (which will shall be the Exchangeable Share Price applicable on the last Business Day prior to receipt of notice required under section 8.2) and delivery by or on behalf of Xxxxxxx USA Jaws US of the Exchangeable Share Consideration representing the total applicable Exchangeable Share Price. In connection with payment of the Exchangeable Share Consideration, Xxxxxxx Canada will the Corporation shall be entitled to liquidate some of Xxxxxxx USA the Jaws US Common Stock which would otherwise be deliverable to the particular holder of Exchangeable Shares in order to fund any statutory withholding tax obligation. 8.2 The Exchange Put Right provided in section 8.1 hereof and in Article 5 of the Voting and Exchange Trust Agreement may be exercised at any time by notice in writing given by the holder to and received by the Trustee (the date of such receipt, the"Exchange the "Exchange Put Date") and accompanied by presentation and surrender of the certificates representing such Exchangeable Shares, together with such documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the by-laws of Xxxxxxx Canada the Corporation and such additional documents and instruments as the Trustee may reasonably require, at the principal transfer offices in Salt Lake City, Utah, office of the Trustee, or at such other office or offices of the Trustee or of other persons designated by the Trustee for that purpose as may from time to time be maintained by the Trustee for that purpose. Such notice may be (i) in the form of the panel, if any, on the certificates representing Exchangeable Shares, (ii) in the form of the notice and election contained in any letter of transmittal distributed or made available by Xxxxxxx Canada the Corporation for that purpose, or (iii) in other form satisfactory to the Trustee (or such other persons aforesaid), will shall stipulate the number of Exchangeable Shares in respect of which the right is exercised (which may not exceed the number of shares represented by certificates surrendered to the Trustee), will shall be irrevocable unless the exchange is not completed in accordance herewith and with the Voting and Exchange Trust Agreement and will shall constitute the holder's authorization to the Trustee (and such other persons aforesaid) to effect the exchange on behalf of the holder. 8.3 The completion of the sale and purchase referred to in section 8.1 will shall be required to occur, and Xxxxxxx USA will Jaws US shall be required to take all actions on its part necessary to permit it to occur, not later than the close of business on the third Business Day following the Exchange Put Date. 8.4 The surrender by the holder of Exchangeable Shares under section 8.2 will shall constitute the representation, warranty and covenant of the holder that the Exchangeable Shares so purchased are sold free and clear of any lien, encumbrance, security interest or adverse claim or interest. 8.5 If a part only of the Exchangeable Shares represented by any certificate are to be sold and purchased pursuant to the exercise of the Exchange Put Right, a new certificate for the balance of such Exchangeable Shares will shall be issued to the holder at the expense of Xxxxxxx Canadathe Corporation. 8.6 On Upon receipt by the Trustee of the notice, certificates and other documents or instruments required by section 8.2, the Trustee will shall deliver or cause to be delivered, on behalf of Xxxxxxx USA Jaws US and subject to receipt by the Trustee from Xxxxxxx USA Jaws US of the applicable Exchangeable Share Consideration, to the relevant holder at the address of the holder specified in the notice or by holding for pick-up by the holder at the registered office of Xxxxxxx Canada the Corporation or at any office of the Trustee (or other persons aforesaid) maintained for that purpose, the Exchangeable Share Consideration representing the total applicable Exchangeable Share Price, within the time stipulated in section 8.3. Delivery by Xxxxxxx USA Jaws US to the Trustee of such Exchangeable Share Consideration will shall be deemed to be payment of and will shall satisfy and discharge all liability for the total applicable Exchangeable Share Price, except as to any cheque included therein which is not paid on due presentation. 8.7 On and after the close of business on the Exchange Put Date, the holder of the Exchangeable Shares in respect of which the Exchange Put Right is exercised will shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive the total applicable Exchangeable Share Price, unless on upon presentation and surrender of certificates in accordance with the foregoing provisions, payment of the Exchangeable Share Consideration will shall not be made, in which case the rights of such holder will shall remain unaffected until such payment has been made. On and after the close of business on the Exchange Put Date provided that presentation and surrender of certificates and payment of the Exchangeable Share Consideration has been made in accordance with the foregoing provisions, the holder of the Exchangeable Shares so purchased Purchased by Xxxxxxx USA will Jaws US shall thereafter be considered and deemed for all purposes to be a holder of Xxxxxxx USA the Jaws US Common Stock delivered to it. Notwithstanding the foregoing, until payment of the Exchangeable Share Consideration to the holder, the holder will shall be deemed to still be a holder of Exchangeable Shares for purposes of all voting rights with respect thereto under the Voting and Exchange Trust Agreement.

EXCHANGE PUT RIGHT. 8.1 On 22.1 Upon and subject to the terms and conditions contained in these share provisions and the Voting and Exchange Trust Agreement: (a) a holder of Exchangeable Shares will shall have the right (the "Exchange Put Right") at any time to require Xxxxxxx USA JAG to purchase all or any part of the Exchangeable Shares of the holder, provided that, upon the exercise of such right, JAG may, at its option, cause JAG Holdco to purchase such shares; and (b) on upon the exercise by the holder of the Exchange Put Right and provided that, at the time of purchase, the Exchangeable Shares are registered in the United States, the holder will shall be required to sell to Xxxxxxx USAJAG or JAG Holdco, as the case may be, and Xxxxxxx USA will JAG shall be required to purchase purchase, or cause JAG Holdco to purchase, from the holder, that number of Exchangeable Shares in respect of which the Exchange Put Right is exercised, in consideration of the payment by Xxxxxxx USA JAG or JAG Holdco, as the case may be, of the Exchangeable Share Price applicable thereto (which will shall be the Exchangeable Share Price applicable on the last Business Day prior to receipt of notice required under section 8.2Section 8.2 hereof) and delivery by or on behalf of Xxxxxxx USA JAG or JAG Holdco, as the case may be, of the Exchangeable Share Consideration representing the total applicable Exchangeable Share Price. In connection with payment of the Exchangeable Share Consideration, Xxxxxxx Canada will the Corporation shall be entitled to liquidate some of Xxxxxxx USA the JAG Common Stock which would otherwise be deliverable to the particular holder of Exchangeable Shares in order to fund any statutory withholding tax obligation. 8.2 22.2 The Exchange Put Right provided in section Section 8.1 hereof and in Article 5 of the Voting and Exchange Trust Agreement may be exercised at any time by notice in writing given by the holder to and received by the Trustee (the date of such receipt, the"Exchange the "Exchange Put Date") and accompanied by presentation and surrender of the certificates representing such Exchangeable Shares, together with such documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the by-laws of Xxxxxxx Canada the Corporation and such additional documents and instruments as the Trustee may reasonably require, at the principal transfer offices in Salt Lake CityToronto, Utah, Ontario of the Trustee, or at such other office or offices of the Trustee or of other persons designated by the Trustee for that purpose as may from time to time be maintained by the Trustee for that purpose. Such notice may be (i) in the form of the panel, if any, on the certificates representing Exchangeable Shares, (ii) in the form of the notice and election contained in any letter of transmittal distributed or made available by Xxxxxxx Canada the Corporation for that purpose, or (iii) in other form satisfactory to the Trustee (or such other persons aforesaid), will shall stipulate the number of Exchangeable Shares in respect of which the right is exercised (which may not exceed the number of shares represented by certificates surrendered to the Trustee), will shall be irrevocable unless the exchange is not completed in accordance herewith and with the Voting and Exchange Trust Agreement and will shall constitute the holder's authorization to the Trustee (and such other persons aforesaid) to effect the exchange on behalf of the holder. 8.3 22.3 The completion of the sale and purchase referred to in section Section 8.1 will hereof shall be required to occur, and Xxxxxxx USA will JAG shall be required to take all actions on its part necessary to permit it to occur, not later than the close of business on the third Business Day following the Exchange Put Date. 8.4 22.4 The surrender by the holder of Exchangeable Shares under section Section 8.2 will hereof shall constitute the representation, warranty and covenant of the holder that the Exchangeable Shares so purchased surrendered are sold free and clear of any lien, encumbrance, security interest or adverse claim or interest. 8.5 22.5 If a part only of the Exchangeable Shares represented by any certificate are to be sold and purchased pursuant to the exercise of the Exchange Put Right, a new certificate for the balance of such Exchangeable Shares will shall be issued to the holder at the expense of Xxxxxxx Canadathe Corporation. 8.6 On 22.6 Upon receipt by the Trustee of the notice, certificates and other documents or instruments required by section Section 8.2, the Trustee will shall deliver or cause to be delivered, on behalf of Xxxxxxx USA JAG or JAG Holdco, as the case may be, and subject to receipt by the Trustee from Xxxxxxx USA JAG or JAG Holdco, as the case may be, of the applicable Exchangeable Share Consideration, to the relevant holder at the address of the holder specified in the notice or by holding for pick-up by the holder at the registered office of Xxxxxxx Canada or at any office of the Trustee (or other persons aforesaid) maintained for that purpose, the Exchangeable Share Consideration representing the total applicable Exchangeable Share Price, within the time stipulated in section 8.3Section 8.3 hereof. Delivery by Xxxxxxx USA JAG or JAG Holdco, as the case may be, to the Trustee of such Exchangeable Share Consideration will shall be deemed to be payment of and will shall satisfy and discharge all liability for the total applicable Exchangeable Share Price, except as to any cheque included therein which is not paid on due presentation. 8.7 22.7 On and after the close of business on the Exchange Put Date, the holder of the Exchangeable Shares in respect of which the Exchange Put Right is exercised will shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive the total applicable Exchangeable Share Price, unless on upon presentation and surrender of certificates in accordance with the foregoing provisions, payment of the Exchangeable Share Consideration will shall not be made, in which case the rights of such holder will shall remain unaffected until such payment has been made. On and after the close of business on the Exchange Put Date provided that presentation and surrender of certificates and payment of the Exchangeable Share Consideration has been made in accordance with the foregoing provisions, the holder of the Exchangeable Shares so purchased by Xxxxxxx USA will JAG or JAG Holdco, as the case may be, shall thereafter be considered and deemed for all purposes to be a holder of Xxxxxxx USA the JAG Common Stock delivered to it. Notwithstanding the foregoing, until payment of the Exchangeable Share Consideration to the holder, the holder will shall be deemed to still be a holder of Exchangeable Shares for purposes of all voting rights with respect thereto under the Voting and Exchange Trust Agreement.

EXCHANGE PUT RIGHT. 8.1 On Upon and subject to the terms and conditions contained in these share provisions and the Voting and Exchange Trust Agreementherein: (a) a holder of Exchangeable Shares will shall have the right (the "Exchange Put Right") at any time to require Xxxxxxx USA Canco to purchase all or any part of the Exchangeable Shares of the holder; and (b) on upon the exercise by the holder of the Exchange Put Right and provided that, at the time of purchase, the Exchangeable Shares are registered in the United StatesRight, the holder will shall be required to sell to Xxxxxxx USACanco, and Xxxxxxx USA will Canco shall be required to purchase from the holder, that number of Exchangeable Shares in respect of which the Exchange Put Right is exercised, in consideration of the payment by Xxxxxxx USA Canco of the Exchangeable Share Price applicable thereto (which will shall be the Exchangeable Share Price applicable on the last Business Day prior to receipt of notice required under section 8.2Exchange Put Date, as defined below) and delivery by or on behalf of Xxxxxxx USA Canco of the Exchangeable Share Consideration representing the total applicable Exchangeable Share Price. In connection with payment of the Exchangeable Share Consideration, Xxxxxxx Canada will Canco shall be entitled to liquidate some of Xxxxxxx USA the TMW Common Stock which would otherwise be deliverable to the particular holder of Exchangeable Shares in order to fund any statutory withholding tax obligation. 8.2 The Exchange Put Right provided in section Section 4.3 of the Share Restructuring Plan and Section 8.1 hereof and in Article 5 of the Voting and Exchange Trust Agreement may be exercised at any time by notice in writing given by the holder to and received by the Trustee Canco (the date of such receipt, the"Exchange the "Exchange Put Date") and accompanied by presentation and surrender of the certificates representing such Exchangeable Shares, together with such documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the by-laws of Xxxxxxx Canada and such additional documents and instruments as the Trustee may reasonably require, at the principal transfer offices in Salt Lake City, Utah, of the Trustee, or at such other office or offices of the Trustee or of other persons designated by the Trustee for that purpose as may from time to time be maintained by the Trustee for that purpose. Such notice may be (i) in the form of the panel, if any, on the certificates representing Exchangeable Shares, (ii) in the form of the notice and election contained in any letter of transmittal distributed or made available by Xxxxxxx Canada for that purpose, or (iii) in other form satisfactory to the Trustee (or such other persons aforesaid), will stipulate the number of Exchangeable Shares in respect of which the right is exercised (which may not exceed the number of shares represented by certificates surrendered to the Trustee), will be irrevocable unless the exchange is not completed in accordance herewith and with the Voting and Exchange Trust Agreement and will constitute the holder's authorization to the Trustee (and such other persons aforesaid) to effect the exchange on behalf of the holder.and 8.3 The completion of the sale and purchase referred to in section 8.1 will shall be required to occur, and Xxxxxxx USA will Canco shall be required to take all actions on its part necessary to permit it to occur, not later than the close of business on the third Business Day following the Exchange Put Date. 8.4 The surrender by the holder of Exchangeable Shares under section 8.2 will shall constitute the representation, warranty and covenant of the holder that the Exchangeable Shares so purchased are sold free and clear of any lien, encumbrance, security interest or adverse claim or interest. 8.5 If a part only of the Exchangeable Shares represented by any certificate are is to be sold and purchased pursuant to the exercise of the Exchange Put Right, a new certificate for the balance of such Exchangeable Shares will shall be issued to the holder at the expense of Xxxxxxx Canadathe Corporation. 8.6 On Upon receipt by the Trustee Canco of the notice, certificates and other documents or instruments required by section 8.2, the Trustee will Canco shall deliver or cause to be delivered, on behalf of Xxxxxxx USA and subject to receipt by the Trustee from Xxxxxxx USA of the applicable Exchangeable Share Consideration, delivered to the relevant holder at the address of the holder specified in the notice or or, if requested by the holder, by holding for pick-up by the holder at the registered office of Xxxxxxx Canada or at any office of the Trustee (or other persons aforesaid) maintained for that purpose, Corporation the Exchangeable Share Consideration representing the total applicable Exchangeable Share Price, within the time stipulated in section 8.3. Delivery by Xxxxxxx USA to the Trustee Canco of such Exchangeable Share Consideration will to the holder shall be deemed to be payment of and will shall satisfy and discharge all liability for the total applicable Exchangeable Share Price, except as to any cheque included therein which is not paid on due presentation. 8.7 On and after the close of business on the Exchange Put Date, the holder of the Exchangeable Shares in respect of which the Exchange Put Right is exercised will shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive the total applicable Exchangeable Share Price, unless on upon presentation and surrender of certificates in accordance with the foregoing provisions, payment of the Exchangeable Share Consideration will shall not be made, in which case the rights of such holder will shall remain unaffected until such payment has been made. On and after the close of business on the Exchange Put Date provided that presentation and surrender of certificates and payment of the Exchangeable Share Consideration has been made in accordance with the foregoing provisions, the holder of the Exchangeable Shares so purchased by Xxxxxxx USA will Canco shall thereafter be considered and deemed for all purposes to be a holder of Xxxxxxx USA the TMW Common Stock delivered to it. Notwithstanding the foregoing, until payment of the Exchangeable Share Consideration to the holder, the holder will shall be deemed to still be a holder of Exchangeable Shares for purposes of all voting rights with respect thereto under the Voting and Exchange Trust Agreement.