Common use of Exercise Instructions Clause in Contracts

Exercise Instructions. (1) Subject to the terms and conditions herein, an Exchangeable Shareholder shall be entitled upon the occurrence of an Exchangeable Shareholder Put Event, to exercise the Exchangeable Shareholders’ Put Right with respect to all or any part of the Exchangeable Shares registered in the name of such Exchangeable Shareholder on the books of Exchangeco. (2) To exercise the Exchangeable Shareholders’ Put Right, the Exchangeable Shareholder shall deliver to Callco, in person or by certified or registered mail, at its principal corporate office in the Province of British Columbia or at such other place as Callco may from time to time designate by written notice to the Exchangeable Shareholders, the certificates (if any) representing the Exchangeable Shares which such Exchangeable Shareholder desires Callco to purchase, duly endorsed in blank, and such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable law and the Constating Documents, together with (a) a duly completed notice of exercise (the “Notice of Exercise”) of the Exchangeable Shareholders’ Put Right, in the form attached hereto as Schedule “B”, stating: (i) that the Exchangeable Shareholder thereby exercises the Exchangeable Shareholders’ Put Rights, as applicable, so as to require Callco to purchase from such Exchangeable Shareholder the number of Exchangeable Shares specified therein; (ii) that such Exchangeable Shareholder has good title to and owns all such Exchangeable Shares to be acquired by Callco free and clear of all liens, claims and encumbrances; (iii) that such Exchangeable Shareholder is not a non-resident of Canada for purposes of the Income Tax Act (Canada); (iv) the name(s) in which the GMS Common Shares issuable in connection with the exercise of the Exchangeable Shareholders’ Put Rights are to be issued; (v) that it will provide Callco or any of its Affiliates with such representations or certificates as are reasonably requested by Callco or any of its Affiliates in order to comply with the U.S. Securities Act of 1933, as amended (the “US Securities Act”) and all other applicable securities legislation; and (vi) whether payment of any Additional Amount is to be satisfied by delivery of GMS Common Shares or in cash, and (b) payment (or evidence of payment satisfactory to Exchangeco and GMS) of the taxes, if any, payable as contemplated by Section 8.5. (3) To the extent that any certificates representing the Exchangeable Shares are issued, if only a part of the Exchangeable Shares represented by any such certificate or certificates delivered to Callco are to be purchased by Callco or an Affiliate of Callco under the Exchangeable Shareholders’ Put Right, then a new certificate for the balance of such Exchangeable Shares shall be issued to such Exchangeable Shareholder by Exchangeco.

Exercise Instructions. (1) Subject to the terms and conditions hereinherein set forth, an Exchangeable a Shareholder shall be entitled entitled, upon the occurrence and during the continuance of an Exchangeable Shareholder Put Insolvency Event, to exercise the Exchangeable Shareholders’ Put Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Exchangeable Shareholder on the books of Exchangeco. (2) the Company. To cause the exercise of the Exchangeable Shareholders’ Put Exchange Right, the Exchangeable Shareholder shall deliver to Callco, in person or by certified or registered mail, at its principal corporate office in the Province of British Columbia or at such other place as Callco may from time to time designate by written notice to the Exchangeable Shareholders, TCP the certificates (if any) representing the Exchangeable Shares which such Exchangeable Shareholder desires Callco TCP 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 applicable law the BUSINESS CORPORATIONS ACT (Alberta) and the Constating Documents, by-laws of TIS and such additional documents and instruments as TCP may reasonably require together with (a) a duly completed form of notice of exercise (the “Notice of Exercise”) of the Exchangeable Shareholders’ Put Exchange Right, in contained on the form reverse of or attached hereto as Schedule “B”to the Exchangeable Share certificates, stating: stating (i) that the Exchangeable Shareholder thereby exercises the Exchangeable Shareholders’ Put Rights, as applicable, Exchange Right so as to require Callco TCP to purchase from such Exchangeable the Shareholder the number of Exchangeable Shares specified therein; , (ii) that such Exchangeable Shareholder has good title to and owns all such Exchangeable Shares to be acquired by Callco TCP free and clear of all liens, claims and encumbrances; , (iii) that such Exchangeable Shareholder is not a non-resident of Canada for purposes of the Income Tax Act (Canada); (iv) the name(s) names in which the GMS certificates representing the TCP Common Shares Stock issuable in connection with the exercise of the Exchangeable Shareholders’ Put Rights Exchange Right are to be issued; (v) that it will provide Callco or any of its Affiliates with such representations or certificates as are reasonably requested by Callco or any of its Affiliates in order to comply with the U.S. Securities Act of 1933, as amended (the “US Securities Act”) and all other applicable securities legislation; issued and (viiv) whether payment of any Additional Amount is to be satisfied by delivery of GMS Common Shares or in cash, the names and (b) payment (or evidence of payment satisfactory to Exchangeco and GMS) addresses of the taxes, if any, payable as contemplated by Section 8.5. (3) To the extent that any person to whom such new certificates representing the Exchangeable Shares are issued, if should be delivered. If only a part of the Exchangeable Shares represented by any such certificate or certificates delivered to Callco TCP are to be purchased by Callco or an Affiliate of Callco TCP under the Exchangeable Shareholders’ Put Exchange Right, then a new certificate for the balance of such Exchangeable Shares shall be issued to such Exchangeable the Shareholder by Exchangecoat the expense of TIS.

Exercise Instructions. (1) Subject to the terms and conditions hereinset forth herein and the Exchangeable Share Provisions, an Exchangeable Shareholder each Holder shall be entitled entitled, upon the occurrence and during the continuance of an Exchangeable Shareholder Put a Corporation Insolvency Event, to exercise the Exchangeable Shareholders’ Insolvency Put Right with respect to all or any part of the Exchangeable Shares registered in the name of such Exchangeable Shareholder the Holder on the books of Exchangeco. (2) the Corporation. To exercise the Exchangeable Shareholders’ Insolvency Put Right, the Exchangeable Shareholder Holder shall deliver to CallcoIPC Delaware, in person or by certified or registered mail, at its principal corporate head office in the Province of British Columbia or at such other place places as Callco IPC Delaware may from time to time designate by written notice to the Exchangeable ShareholdersHolder, the certificates (if any) representing the Exchangeable Shares which such Exchangeable Shareholder the Holder desires Callco IPC Delaware to purchase, together with the certificates representing the same number of IPC Delaware Special Voting Shares all duly endorsed in blankfor transfer to IPC Delaware, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable law the Act and the Constating Documentsconstating documents of the Corporation and such additional documents and instruments as IPC Delaware may reasonably require, together with with: (a) a duly completed form of notice of exercise (the “Notice of Exercise”) of the Exchangeable Shareholders’ Insolvency Put Right, Right in the form attached hereto as Schedule “B”, stating: (i) that the Exchangeable Shareholder thereby exercises the Exchangeable Shareholders’ Put Rights, as applicable, so as to require Callco to purchase from such Exchangeable Shareholder the number of Exchangeable Shares specified therein"D"; (ii) that such Exchangeable Shareholder has good title to and owns all such Exchangeable Shares to be acquired by Callco free and clear of all liens, claims and encumbrances; (iii) that such Exchangeable Shareholder is not a non-resident of Canada for purposes of the Income Tax Act (Canada); (iv) the name(s) in which the GMS Common Shares issuable in connection with the exercise of the Exchangeable Shareholders’ Put Rights are to be issued; (v) that it will provide Callco or any of its Affiliates with such representations or certificates as are reasonably requested by Callco or any of its Affiliates in order to comply with the U.S. Securities Act of 1933, as amended (the “US Securities Act”) and all other applicable securities legislation; and (vi) whether payment of any Additional Amount is to be satisfied by delivery of GMS Common Shares or in cash, and and (b) payment (or evidence of payment satisfactory to Exchangeco the Corporation and GMSIPC Delaware of payment) of the taxes, taxes (if any, ) payable as contemplated by Section 8.52.6 hereof. (32) To the extent that any certificates representing the Exchangeable Shares are issued, if If only a part of the Exchangeable Shares represented by any such certificate or certificates delivered to Callco IPC Delaware are to be purchased by Callco or an Affiliate of Callco IPC Delaware under the Exchangeable Shareholders’ Insolvency Put Right, then a new certificate for the balance of such Exchangeable Shares shall be issued to such Exchangeable Shareholder by Exchangecothe Holder at the expense of the Corporation.

Exercise Instructions. (1) Subject to the terms and conditions hereinset forth herein and the Exchangeable Share Provisions, an Exchangeable Shareholder each Holder shall be entitled entitled, upon the occurrence and during the continuance of an Exchangeable Shareholder Put Insolvency Event, to exercise the Exchangeable Shareholders’ Put Insolvency Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Exchangeable Shareholder the Holder on the books of Exchangeco. (2) the Corporation. To exercise the Exchangeable Shareholders’ Put Insolvency Exchange Right, the Exchangeable Shareholder Holder shall deliver to Callco, in person or by certified or registered mail, at its principal corporate head office in the Province of British Columbia or at such other place places as Callco may from time to time designate by written notice to the Exchangeable ShareholdersHolder, the certificates (if any) representing the Exchangeable Shares which such Exchangeable Shareholder the Holder desires Callco to purchase, duly endorsed in blankfor transfer to Callco, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable law the Act and the Constating Documentsconstating documents of the Corporation and such additional documents and instruments as Callco may reasonably require, together with with: (a) a duly completed form of notice of exercise (the “Notice of Exercise”) of the Exchangeable Shareholders’ Put Insolvency Exchange Right, in contained on the form reverse of or attached hereto as Schedule “B”to the Exchangeable Share certificates, stating: : (i) that the Exchangeable Shareholder thereby exercises Holder is exercising the Exchangeable Shareholders’ Put Rights, as applicable, Insolvency Exchange Right so as to require Callco to purchase from such Exchangeable Shareholder the Holder the number of Exchangeable Shares specified therein; ; (ii) that such Exchangeable Shareholder the Holder has good title to and owns all such Exchangeable Shares to be acquired by Callco free and clear of all liens, claims hypothecs, pledges, encumbrances, security interests, options, restrictions, proxies and encumbrancesadverse claims, except as set forth herein and in the Exchangeable Share Provisions; and (iii) that such Exchangeable Shareholder is not a non-resident of Canada for purposes the address of the Income Tax Act (Canada); (iv) the name(s) in which the GMS Common Shares issuable in connection with the exercise of Persons to whom the Exchangeable Shareholders’ Put Rights are to Share Consideration should be issueddelivered; (v) that it will provide Callco or any of its Affiliates with such representations or certificates as are reasonably requested by Callco or any of its Affiliates in order to comply with the U.S. Securities Act of 1933, as amended (the “US Securities Act”) and all other applicable securities legislation; and (vi) whether payment of any Additional Amount is to be satisfied by delivery of GMS Common Shares or in cash, and and (b) payment (or evidence of payment satisfactory to Exchangeco the Corporation and GMSCallco of payment) of the taxes, taxes (if any, ) payable as contemplated by Section 8.52.6 hereof. (32) To the extent that any certificates representing the Exchangeable Shares are issued, if If only a part of the Exchangeable Shares represented by any such certificate or certificates delivered to Callco are to be purchased by Callco or an Affiliate of Callco under the Exchangeable Shareholders’ Put Insolvency Exchange Right, then a new certificate for the balance of such Exchangeable Shares shall be issued to such Exchangeable Shareholder by Exchangecothe Holder at the expense of the Corporation.

Exercise Instructions. (1) Subject to the terms and conditions set forth in Section 4.1 and the other terms and conditions set forth herein, an Exchangeable Shareholder each Holder shall be entitled entitled, upon the occurrence and during the continuance of an Exchangeable Shareholder Put Insolvency Event, to exercise the Exchangeable Shareholders’ Put Insolvency Exchange Right with respect to all or any part of the Series I Exchangeable Shares registered in the name of such Exchangeable Shareholder the Holder on the books of Exchangeco. (2) the Company. To cause the exercise of the Exchangeable Shareholders’ Put Insolvency Exchange Right, the Exchangeable Shareholder Holder shall deliver to Adsero Callco, in person or by certified or registered mail, at its principal corporate head office in the Province of British Columbia or at such other place places as Adsero Callco may from time to time designate by written notice to the Exchangeable ShareholdersHolder, with a copy to the Company, at its principal executive office, the certificates (if any) representing the Series I Exchangeable Shares which such Exchangeable Shareholder the Holder desires 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 I Exchangeable Shares under applicable law the Act and the Constating Documentsconstating documents of the Company, together with with: (a) a duly completed form of notice of exercise (the “Notice of Exercise”) of the Exchangeable Shareholders’ Put Insolvency Exchange Right, in contained on the form reverse of or attached hereto as Schedule “B”to the Series I Exchangeable Share certificates, stating: : (i) that the Exchangeable Shareholder thereby exercises Holder is exercising the Exchangeable Shareholders’ Put Rights, as applicable, Insolvency Exchange Right so as to require Adsero Callco to purchase from such Exchangeable Shareholder the Holder the number of Series I Exchangeable Shares specified therein; ; (ii) that such Exchangeable Shareholder the Holder has good title to and owns all such Series I Exchangeable Shares to be acquired by 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 encumbrancesin the Series I Exchangeable Share Provisions; and (iii) that such Exchangeable Shareholder is not a non-resident of Canada for purposes the address of the Income Tax Act (Canada)Persons to whom the Series I Exchangeable Share Consideration should be delivered; (iv) the name(s) in which the GMS Common Shares issuable in connection with the exercise of the Exchangeable Shareholders’ Put Rights are to be issued; (v) that it will provide Callco or any of its Affiliates with such representations or certificates as are reasonably requested by Callco or any of its Affiliates in order to comply with the U.S. Securities Act of 1933, as amended (the “US Securities Act”) and all other applicable securities legislation; and (vi) whether payment of any Additional Amount is to be satisfied by delivery of GMS Common Shares or in cash, and and (b) payment (or evidence of payment satisfactory to Exchangeco the Company and GMSAdsero Callco of payment) of the taxes, taxes (if any, ) payable as contemplated by Section 8.54.6 hereof. (32) To the extent that any certificates representing the Exchangeable Shares are issued, if If only a part of the Series I Exchangeable Shares represented by any such certificate or certificates delivered to Adsero Callco are is to be purchased by Callco or an Affiliate of Adsero Callco under the Exchangeable Shareholders’ Put Insolvency Exchange Right, then a new certificate for the balance of such Series I Exchangeable Shares shall be issued to such Exchangeable Shareholder by Exchangecothe Holder at the expense of the Company.