Common use of Exercise of Exchange Right Subsequent to Retraction Clause in Contracts

Exercise of Exchange Right Subsequent to Retraction. In the event that a Holder has exercised its rights under Article 6 of the Exchangeable Share Provisions to require Corporation to redeem any or all of the Exchangeable Shares held by the Holder (the "Retracted Shares") and is notified by Corporation pursuant to Section 6.4 of the Exchangeable Share Provisions that Corporation will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, provided that PASW (either directly or indirectly through one or more of its Permitted Subsidiaries) shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Holder has not revoked the retraction request delivered by the Holder to Corporation pursuant to Section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Holder of the exercise of the Exchange Right with respect to those Retracted Shares which Corporation is unable to redeem. In any such event, Corporation hereby agrees to immediately notify the Holder of such prohibition against Corporation redeeming all of the Retracted Shares.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Holder Beneficiary has exercised its rights right under Article 6 section 5 of the Exchangeable Share Provisions to require the Corporation to redeem any or all of the Exchangeable Shares held by the Holder Beneficiary (the "“Retracted Shares"”) and is notified by the Corporation pursuant to Section 6.4 section 5.7 of the Exchangeable Share Provisions that the Corporation will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that PASW (either directly or indirectly through one or more of its Permitted Subsidiaries) PureRay Holdings shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Holder Beneficiary has not revoked the retraction request delivered by the Holder Beneficiary to the Corporation pursuant to Section 6.1 section 5.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Holder of Beneficiary to the Trustee instructing the Trustee to exercise of the Exchange Right with respect to those Retracted Shares which that the Corporation is unable to redeem. In any such event, the Corporation hereby agrees with the Trustee and in favour of the Beneficiary promptly to immediately notify forward or cause to be forwarded to the Holder Trustee all relevant materials delivered by the Beneficiary to the Corporation or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to section 5.1 of the Share Provisions) in connection with such prohibition against Corporation redeeming all proposed redemption of the Retracted SharesShares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that the Corporation is not permitted to redeem and will require PureRay Holdings to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Holder Beneficiary has exercised its rights retraction right under Article 6 Part 2 Section 1.7 of the Exchangeable Share Provisions to require Corporation the Company to redeem any or all of the Exchangeable Shares held by the Holder Beneficiary (the "“Retracted Shares"”) and is notified by Corporation the Company pursuant to Part 2 Section 6.4 1.7(a)(iii) of the Exchangeable Share Provisions that Corporation the Company will not be permitted as a result of solvency requirements of applicable law Law to redeem all such Retracted Shares, provided that PASW (either directly or indirectly through one or more of its Permitted Subsidiaries) neither Parent nor Callco shall not have exercised the its Retraction Call Right with respect to the Retracted Shares and that the Holder has Beneficiary shall not have revoked the retraction request delivered by the Holder Beneficiary to Corporation the Company pursuant to Part 2 Section 6.1 1.7(a)(iv) of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Holder of Beneficiary to the Company instructing the Company to exercise of the Exchange Right with respect to those Retracted Shares which Corporation that the Company is unable to redeem. In any such event, Corporation hereby agrees to immediately notify the Holder of such prohibition against Corporation redeeming all of the Retracted Shares.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Holder Seller has exercised its rights his right under Article 6 of the Exchangeable Share Provisions Articles of Incorporation of Newco to require Corporation Newco to redeem any or all of the Newco Exchangeable Shares held by the Holder Seller (the "Retracted Shares"), provided that Wendy's shall not have exercised the Retraction Call Right (as hereinafter defined) with respect to the Retracted Shares, and Seller is notified by Corporation Newco pursuant to Section 6.4 6.6 of the Exchangeable Share Provisions Articles of Incorporation of Newco that Corporation Newco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, provided that PASW (either directly or indirectly through one or more Newco hereby agrees to immediately notify Wendy's of its Permitted Subsidiaries) shall not have exercised the Retraction Call Right with respect to such prohibition against Newco redeeming all of the Retracted Shares and that the Holder has not revoked the retraction request to immediately forward or cause to be forwarded to Wendy's all relevant materials delivered by Seller to Newco (including, without limitation, a copy of the Holder to Corporation Retraction Request delivered pursuant to Section 6.1 of the Exchangeable Share ProvisionsArticles of Incorporation of Newco) in connection with such requested retraction of the Retracted Shares. In any such event, the retraction request Retraction Request will constitute and will be deemed to constitute notice from the Holder of the exercise of Seller to Wendy's that Seller is exercising the Exchange Right with respect to those Retracted Shares which Corporation Newco is unable not permitted to redeem. In any such event, Corporation hereby and Wendy's agrees to immediately notify purchase such Retracted Shares in accordance with the Holder provisions of such prohibition against Corporation redeeming all of the Retracted SharesSection 1.1.3.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Holder has exercised its rights such Holder's right under Article 6 5 of the Exchangeable Share Provisions Corporation Articles to require the Corporation to redeem any or all of the Non- Voting Exchangeable Shares held by the such Holder (the "Retracted Shares") and is notified by the Corporation pursuant to Section 6.4 5.6 of the Exchangeable Share Provisions Corporation Articles that the Corporation will not be permitted as a result by virtue of solvency requirements the provisions of applicable law the Act to redeem all such Retracted Shares, and provided that PASW (either directly or indirectly through one or more of its Permitted Subsidiaries) SOFO shall not have exercised the Retraction Retraction/Redemption Call Right with respect to the Retracted Shares and that the Holder has not revoked the retraction request delivered by the Holder to Corporation pursuant to Section 6.1 of the Exchangeable Share ProvisionsShares, the retraction request Retraction Request will constitute and will be deemed to constitute notice from the Holder of to SOFO that the exercise of Holder is exercising the Exchange Right with respect to those Retracted Shares which the Corporation is unable to redeem. In any such event, the Corporation hereby agrees to immediately notify the Holder SOFO as soon as practicable of such prohibition against the Corporation redeeming all of the Retracted Shares and to forward or cause to be forwarded to SOFO all relevant materials delivered by the Holder to the Corporation (including without limitation a copy of the Retraction Request) in connection with such proposed redemption of the Retracted Shares, and SOFO agrees to purchase the Retracted Shares (by issuing SOFO Common Shares in exchange therefor) that the Corporation is not permitted to redeem in accordance with the provisions of the Corporation Articles.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Holder has any Sellers have exercised its rights their right under Article 6 of the Exchangeable Share Provisions Articles of Incorporation of Newco to require Corporation Newco to redeem any or all of the Newco Exchangeable Shares held by the Holder Sellers (the "Retracted Shares"), provided that Xxxxxx shall not have exercised the Retraction Call Right (as hereinafter defined) with respect to the Retracted Shares, and is Sellers are notified by Corporation Newco pursuant to Section 6.4 6.6 of the Exchangeable Share Provisions Articles of Incorporation of Newco that Corporation Newco will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, provided that PASW (either directly or indirectly through one or more Newco hereby agrees to immediately notify Xxxxxx of its Permitted Subsidiaries) shall not have exercised the Retraction Call Right with respect to such prohibition against Newco redeeming all of the Retracted Shares and that the Holder has not revoked the retraction request to immediately forward or cause to be forwarded to Xxxxxx all relevant materials delivered by Sellers to Newco (including, without limitation, a copy of the Holder to Corporation Retraction Request delivered pursuant to Section 6.1 of the Exchangeable Share ProvisionsArticles of Incorporation of Newco) in connection with such requested retraction of the Retracted Shares. In any such event, the retraction request Retraction Request will constitute and will be deemed to constitute notice from the Holder of the exercise of Sellers to Xxxxxx that Sellers are exercising the Exchange Right with respect to those Retracted Shares which Corporation Newco is unable not permitted to redeem. In any such event, Corporation hereby and Xxxxxx agrees to immediately notify purchase such Retracted Shares in accordance with the Holder provisions of such prohibition against Corporation redeeming all of the Retracted SharesSection 1.1.3.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Holder has exercised its rights under Article 6 of the Exchangeable Share Provisions to require Corporation Exchangeco to redeem any or all of the Exchangeable Shares held by the applicable Holder (the "Retracted SharesRETRACTED SHARES") and is notified by Corporation Exchangeco pursuant to Section 6.4 6.6 of the Exchangeable Share Provisions that Corporation Exchangeco will not be permitted as a result of solvency requirements or other provisions of applicable law to redeem all such Retracted Shares, provided that PASW (either directly or indirectly through one or more of its Permitted Subsidiaries) BEI shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Holder of such Retracted Shares has not revoked the retraction request delivered by the such Holder to Corporation Exchangeco pursuant to Section 6.1 of the Exchangeable Share Provisions, the retraction request Retraction Request will constitute and will be deemed to constitute notice from the Holder of the exercise of the Exchange Right with respect to those Retracted Shares which Corporation that Exchangeco is unable to redeem. In any such event, Corporation Exchangeco hereby agrees to immediately notify the Holder of such prohibition against Corporation Exchangeco redeeming all of the Retracted SharesShares in full.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Holder Beneficiary has exercised its rights retraction right under Article Section 6 of the Exchangeable Share Provisions to require Corporation the Company to redeem any or all of the Exchangeable Shares held by the Holder Beneficiary (the "“Retracted Shares"”) and is notified by Corporation the Company pursuant to Section 6.4 6(a)(iii) of the Exchangeable Share Provisions that Corporation the Company will not be permitted as a result of solvency requirements of applicable law Law to redeem all such Retracted Shares, provided that PASW (either directly or indirectly through one or more of its Permitted Subsidiaries) neither Parent nor Callco shall not have exercised the its Retraction Call Right with respect to the Retracted Shares and that the Holder has Beneficiary shall not have revoked the retraction request delivered by the Holder Beneficiary to Corporation the Company pursuant to Section 6.1 6(a)(iv) of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Holder of Beneficiary to the Company instructing the Company to exercise of the Exchange Right with respect to those Retracted Shares which Corporation that the Company is unable to redeem. In any such event, Corporation hereby agrees to immediately notify the Holder of such prohibition against Corporation redeeming all of the Retracted Shares.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Holder the Exchangeable Shareholder has exercised its rights his right under Article 6 of the Exchangeable Share Provisions to require the Corporation to redeem any or all of the Exchangeable Shares held by the Holder Exchangeable Shareholder (the "“Retracted Shares"”) and is notified by the Corporation pursuant to Section 6.4 section 6.6 of the Exchangeable Share Provisions that the Corporation will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that PASW (either directly or indirectly through one or more of its Permitted Subsidiaries) CallCo shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Holder Exchangeable Shareholder has not revoked the retraction request delivered by the Holder Exchangeable Shareholder to the Corporation pursuant to Section section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Holder of the exercise of Exchangeable Shareholder to Parent exercising the Exchange Right with respect to those Retracted Shares which that the Corporation is unable to redeem. In any such event, Corporation hereby agrees to immediately notify the Holder of such prohibition against Corporation redeeming all of the Retracted Shares.

Exercise of Exchange Right Subsequent to Retraction. In the event --------------------------------------------------- that a Holder has exercised its rights right under Article 6 5 of the Exchangeable Share Provisions to require the Corporation to redeem any or all of the Exchangeable Shares held by the Holder (the "Retracted Shares") and is notified by the Corporation pursuant to Section 6.4 section 5.6 of the Exchangeable Share Provisions that the Corporation will is not be permitted as a result of solvency requirements of applicable law to redeem all of such Retracted Shares, and provided that PASW (either directly or indirectly through one or more of its Permitted Subsidiaries) Entrust shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Holder has not revoked the retraction request delivered by the Holder to Corporation pursuant to Section 6.1 of the Exchangeable Share ProvisionsShares, the retraction request will shall constitute and will shall be deemed to constitute notice from the Holder of the an exercise of the Exchange Right with respect to those Retracted Shares which that the Corporation is unable to redeem. In any such event, the Corporation hereby agrees to immediately notify with the Holder immediately to notify Entrust of such prohibition against the Corporation redeeming all of the Retracted SharesShares and immediately to forward or cause to be forwarded to Entrust all relevant materials delivered by the Holder to the Corporation (including without limitation a copy of the retraction request delivered pursuant to section 5.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and Entrust shall thereupon purchase the Retracted Shares that the Corporation is not permitted to redeem in accordance with the provisions of this Article 2.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Holder Beneficiary has exercised its rights retraction right under Article 6 Section 26.6(a) of the Exchangeable Share Provisions to require Corporation ExchangeCo to redeem any or all of the Exchangeable Shares held by the Holder Beneficiary (the "“Retracted Shares"”) and is notified by Corporation ExchangeCo pursuant to Section 6.4 26.6(a)(iii) of the Exchangeable Share Provisions that Corporation ExchangeCo will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Share Trustee of written notice to that effect from ExchangeCo, and provided that PASW (either directly or indirectly through one or more of CallCo has not exercised its Permitted Subsidiaries) shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Holder has Beneficiary shall not have revoked the retraction request delivered by the Holder Beneficiary to Corporation ExchangeCo pursuant to Section 6.1 26.6(a)(iv) of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Holder of Beneficiary to the Share Trustee instructing the Share Trustee to exercise of the Exchange Right with respect to those Retracted Shares which Corporation that ExchangeCo is unable to redeem. In any such event, Corporation hereby agrees to immediately notify the Holder of such prohibition against Corporation redeeming all of the Retracted Shares.to