Common use of Exercise Instructions Clause in Contracts

Exercise Instructions. Subject to the terms and conditions herein set forth, a Holder shall be entitled, upon the occurrence and during the continuance of any event as provided by paragraphs 2.1(a)(i) or (ii), to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Holder on the books of the Corporation. To exercise the Exchange Right, the Holder shall deliver to the Corporation, in person or by certified or registered mail the certificates representing the Exchangeable Shares which such Holder desires U.S. Company or a Permitted Subsidiary to purchase, duly endorsed in blank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Canada Business Corporations Act and the by-laws of the Corporation and such additional documents and instruments as the Corporation may reasonably require together with: (a) a written notice of exercise of the Exchange Right attached to the Exchangeable Share certificates, stating (i) that the Holder thereby exercises the Exchange Right so as to require U.S. Company or, at the option of U.S. Company, a Permitted Subsidiary to exchange the number of Exchangeable Shares specified therein, (ii) that such Holder has good title to and owns all such Exchangeable Shares to be acquired by U.S. Company or a Permitted Subsidiary free and clear of all liens, claims and encumbrances (other than resale restrictions arising under applicable securities laws), (iii) that such Holder is not a non-resident of Canada for the purposes of the Income Tax Act (Canada), (iv) the names in which the certificates representing U.S. Company Shares issuable in connection with the exercise of the Exchange Right are to be issued and (v) the names and addresses of the person to whom such new certificates should be delivered; and (b) payment (or evidence satisfactory to U.S. Company or the Permitted Subsidiary, as the case may be, and the Corporation of payment) of the taxes (if any) payable as contemplated by Section 2.8 of this Agreement. Delivery of such written notice of exercise together with the other required documents and instruments described above shall constitute the exercise of the Exchange Right on the Holders’ part. If only a part of the Exchangeable Shares represented by any certificate or certificates are to be exchanged by U.S. Company or a Permitted Subsidiary under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the Holder.

Exercise Instructions. Subject to the terms and conditions herein set forthforth herein, a Holder Beneficiary shall be entitled, entitled upon the occurrence and during the continuance of any event as provided by paragraphs 2.1(a)(i) or (ii)an Insolvency Event, to instruct the Company to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Holder on Beneficiary. In order to cause the books of the Corporation. To Company to exercise the Exchange RightRight with respect to all or any part of the Exchangeable Shares registered in the name of a Beneficiary, the Holder such Beneficiary shall deliver to the CorporationCompany, in person or by certified or registered mail mail, at its principal office in Wyomissing, Pennsylvania or at such other place as the Company may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Holder Beneficiary desires U.S. Company Parent or a Permitted Subsidiary Callco to purchase, duly endorsed in blankblank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of the Exchangeable Shares under the Canada Business Corporations Act and (British Columbia), the by-laws articles of the Corporation Company and such additional documents and instruments as Parent or the Corporation Company may reasonably require together with: (a) a written duly completed form of notice of exercise of the Exchange Right Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Holder Beneficiary thereby exercises instructs the Company to exercise the Exchange Right so as to require U.S. Company or, at Parent or Callco to purchase from the option of U.S. Company, a Permitted Subsidiary to exchange Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Holder Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by U.S. Company Parent or a Permitted Subsidiary Callco free and clear of all liens, claims claims, security interests and encumbrances (other than resale restrictions arising under applicable securities laws)encumbrances, (iii) that such Holder is not a non-resident of Canada for the purposes of the Income Tax Act (Canada), (iv) the names in which the certificates (or the electronic equivalent thereof) representing U.S. Company Parent Shares issuable in connection with the exercise of the Exchange Right are to be issued issued, and (viv) the names and addresses of the person persons to whom such new certificates (or the electronic equivalent thereof) should be delivered; and (b) payment (or evidence satisfactory to U.S. Company or the Permitted Subsidiary, as the case may be, Parent and the Corporation Company of payment) of the taxes (if any) payable as contemplated by Section 2.8 of this Agreement. Delivery of 3.8 (or evidence satisfactory to Parent and the Company that no such written notice of exercise together with the other required documents and instruments described above shall constitute the exercise of the Exchange Right on the Holders’ part. If taxes are payable); provided that if only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Company are to be exchanged purchased by U.S. Company Parent or a Permitted Subsidiary under Callco pursuant to the exercise of the Exchange Right, a new certificate (or the electronic equivalent thereof) for the balance of such Exchangeable Shares shall be issued to the Holderholder at the expense of the Company.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Holder Shareholder shall be entitled, upon the occurrence and during the continuance of any event as provided by paragraphs 2.1(a)(i) an Insolvency Event or (ii)Triggering Event, to exercise the Exchange Right with respect to all or any part but not less than all of the Exchangeable Shares registered in the name of such Holder Shareholder on the books of the Corporation, subject to applicable securities laws. To exercise the Exchange Right, the Holder Shareholder shall deliver to the CorporationInfoCast in person, in person by courier service or by certified or registered mail mail, the certificates representing all of the Exchangeable Shares which registered in the name of such Holder desires U.S. Company or a Permitted Subsidiary to purchaseShareholder, duly endorsed in blank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Canada Business Corporations Act (Ontario) and the by-laws of the Corporation and such additional documents and instruments as the Corporation InfoCast may reasonably require (including evidence reasonably satisfactory to InfoCast that the holder of Exchangeable Shares is not a non-resident of Canada within the meaning of the Income Tax Act (Canada) or a Section 1 16 certificate with a certificate limit in the payment amount) together with: with (a) a written duly completed form of notice of exercise of the Exchange Right Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Holder Shareholder thereby exercises the Exchange Right so as to require U.S. Company or, at InfoCast to purchase from the option of U.S. Company, a Permitted Subsidiary to exchange Shareholder the number of Exchangeable Shares specified therein, (ii) that such Holder Shareholder has good title to and owns all such Exchangeable Shares to be acquired by U.S. Company or a Permitted Subsidiary InfoCast free and clear of all liens, claims and encumbrances (other than resale restrictions arising under applicable securities laws)encumbrances, (iii) that such Holder is not a non-resident of Canada for the purposes of the Income Tax Act (Canada), (iv) the names in which the certificates representing U.S. Company InfoCast Common Shares issuable deliverable in connection with the exercise of the Exchange Right are to be issued and (viv) the names and addresses of the person persons to whom such new certificates should be delivered; and delivered and (b) payment (or evidence satisfactory to U.S. Company or the Permitted Subsidiary, as the case may be, and the Corporation and InfoCast of payment) of the taxes (if any) payable as contemplated by Section 2.8 section 2.7 of this Agreement. Delivery of such written notice of exercise together with the other required documents and instruments described above shall constitute the exercise of the Exchange Right on the Holders’ part. If only a part of the Exchangeable Shares represented by any certificate or certificates are to be exchanged by U.S. Company or a Permitted Subsidiary under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the Holder.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Holder shall be entitled, upon the occurrence and during the continuance of any event as provided by paragraphs 2.1(a)(i) or (ii), entitled to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Holder on the books of the Corporation. To exercise the Exchange Right, the Holder shall deliver to the Corporation, in person or by certified or registered mail mail, at its principal office in Calgary, Alberta or at such other places in Canada Corporation may from time to time designate by written notice to the Holders, the certificates representing the Exchangeable Shares which such Holder desires U.S. Company PASW (either directly or a indirectly through one or more of its Permitted Subsidiary Subsidiaries) to purchaseexchange, duly endorsed in blank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Canada Business Corporations Companies Act (Nova Scotia) and the by-laws Memorandum and Articles of the Association of Corporation and such additional documents and instruments as the Corporation may reasonably require together with: with (a) a written duly completed form of notice of exercise of the Exchange Right Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Holder thereby exercises the Exchange Right so as to require U.S. Company or, at the option PASW (either directly or indirectly through one or more of U.S. Company, a its Permitted Subsidiary Subsidiaries) to exchange the number of Exchangeable Shares specified therein, (ii) that such Holder has good title to and owns all such Exchangeable Shares to be acquired by U.S. Company or a Permitted Subsidiary PASW free and clear of all liens, claims and encumbrances (other than resale restrictions arising under applicable securities laws), (iii) and that such Holder is not a non-resident of Canada for the purposes of the Income Tax Act (Canada), (iviii) the names in which the certificates representing U.S. Company Shares PASW Common Stock issuable in connection with the exercise of the Exchange Right are to be issued and (viv) the names and addresses of the person to whom such new certificates should be delivered; and delivered and (b) payment (or evidence satisfactory to U.S. Company or the Permitted Subsidiary, as the case may be, Corporation and the Corporation PASW of payment) of the taxes (if any) payable as contemplated by Section 2.8 section 4.8 of this Agreement. Delivery of such written notice of exercise together with the other required documents and instruments described above shall constitute the exercise of the Exchange Right on the Holders’ part. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to PASW are to be exchanged by U.S. Company or a Permitted Subsidiary PASW under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the Holderholder at the expense of Corporation.

Exercise Instructions. (1) Subject to the terms and conditions herein set forthforth in Section 4.1 and the other terms and conditions set forth herein, a each Holder shall be entitled, upon the occurrence and during the continuance of any event as provided by paragraphs 2.1(a)(i) or (ii)an Insolvency Event, to exercise the Insolvency Exchange Right with respect to all or any part of the Series II Exchangeable Shares registered in the name of such the Holder on the books of the CorporationCompany. To cause the exercise of the Insolvency Exchange Right, the Holder shall deliver to the CorporationAdsero Callco, in person or by certified or registered mail mail, at its head office or at such other places as Adsero Callco may from time to time designate by written notice to the Holder, with a copy to the Company, at its principal executive office, the certificates representing the Series II Exchangeable Shares which such the Holder desires U.S. Company or a Permitted Subsidiary Adsero Callco to purchase, purchase duly endorsed in blankfor transfer to Adsero Callco, and accompanied by such other documents and instruments as may be required to effect a transfer of Series II Exchangeable Shares under the Canada Business Corporations Act and the by-laws constating documents of the Corporation and such additional documents and instruments as the Corporation may reasonably require Company, together with: (a) a written duly completed form of notice of exercise of the Insolvency Exchange Right Right, contained on the reverse of or attached to the Series II Exchangeable Share certificates, stating stating: (i) that the Holder thereby exercises is exercising the Insolvency Exchange Right so as to require U.S. Company or, at Adsero Callco to purchase from the option of U.S. Company, a Permitted Subsidiary to exchange Holder the number of Series II Exchangeable Shares specified therein, ; (ii) that such the Holder has good title to and owns all such Series II Exchangeable Shares to be acquired by U.S. Company or a Permitted Subsidiary Adsero Callco free and clear of all liens, hypothecs, pledges, encumbrances, security interests, options, restrictions, proxies and. adverse claims except as set forth herein and encumbrances (other than resale restrictions arising under applicable securities laws), in the Series II Exchangeable Share Provisions; and (iii) that such Holder is not a non-resident of Canada for the purposes address of the Income Tax Act (Canada), (iv) the names in which the certificates representing U.S. Company Shares issuable in connection with the exercise of the Exchange Right are to be issued and (v) the names and addresses of the person Persons to whom such new certificates the Series II Exchangeable Share Consideration should be delivered; and (b) payment (or evidence satisfactory to U.S. the Company or the Permitted Subsidiary, as the case may be, and the Corporation of Adsero Callco if payment) of the taxes (if any) payable as contemplated by Section 2.8 of this Agreement. Delivery of such written notice of exercise together with the other required documents and instruments described above shall constitute the exercise of the Exchange Right on the Holders’ part. 4.6 hereof. (2) If only a part of the Series II Exchangeable Shares represented by any certificate or certificates are delivered to Adsero Callco is to be exchanged purchased by U.S. Company or a Permitted Subsidiary Adsero Callco under the Insolvency Exchange Right, a new certificate for the balance of such Series II Exchangeable Shares shall be issued to the HolderHolder at the expense of the Company.

Exercise Instructions. (1) Subject to the terms and conditions herein set forthof this Agreement and the Exchangeable Share Provisions, a Holder the Holders shall be entitled, upon the occurrence and during the continuance of any event as provided by paragraphs 2.1(a)(i) or (ii)an Insolvency Event, to exercise the Insolvency Exchange Right with respect to all or any part but not less than all of the Exchangeable Shares registered in the name of such Holder the Holders on the books of the Corporation. To exercise the Insolvency Exchange Right, the Holder Holders shall deliver to PMG or Callco at the CorporationDesignated Place, in person the certificate or by certified or registered mail the certificates representing the Exchangeable Shares which such Holder desires U.S. Company to be purchased by PMG or a Permitted Subsidiary to purchaseCallco, duly endorsed in blankfor transfer to PMG or Callco, and accompanied by such other documents and instruments Additional Transfer Documents as may be required to effect a transfer of Exchangeable Shares under the Canada Business Corporations Act and the by-laws of the Corporation and such additional documents and instruments as the Corporation PMG or Callco may reasonably require require, together with: (a) a written duly completed form of notice of exercise of the Insolvency Exchange Right Right, contained on the reverse of or attached to the Exchangeable Share certificatescertificate, stating stating: (i) that the Holder thereby exercises Holders is exercising the Insolvency Exchange Right so as to require U.S. Company or, at PMG or Callco to purchase from the option Holders all but not less than all of U.S. Company, a Permitted Subsidiary to exchange the number of Exchangeable Shares specified therein, registered in the name of the Holders on the books of Corporation; (ii) that such Holder the Holders has good title to and owns all such Exchangeable Shares to be acquired by U.S. Company PMG or a Permitted Subsidiary Callco free and clear of all liens, claims hypothecs, pledges, encumbrances, security interests, options, restrictions, proxies and encumbrances (other than resale restrictions arising under applicable securities laws)adverse claims, except as set forth herein and in the Exchangeable Share Provisions; (iii) that such Holder is not a non-resident of Canada for the purposes address of the Income Tax Act (Canada), Persons to whom the Exchangeable Share Consideration should be delivered; and (iv) the names in which the certificates representing U.S. Company Shares issuable in connection with the exercise acknowledgement of the Insolvency Exchange Right are to be issued and (v) the names and addresses of the person to whom such new certificates should be deliveredCall Right; and (b) payment (or evidence satisfactory to U.S. Company Corporation and PMG or the Permitted Subsidiary, as the case may be, and the Corporation Callco of payment) of the taxes (if any) payable as contemplated by Section 2.8 of this Agreement. Delivery of such written notice of exercise together with the other required documents and instruments described above shall constitute the exercise of the Exchange Right on the Holders’ part. If only a part of the Exchangeable Shares represented by any certificate or certificates are to be exchanged by U.S. Company or a Permitted Subsidiary under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the Holder3.5 hereof.