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 such Holder's right under Article 5 of the Corporation Articles to require the Corporation to redeem any or all of the Non- Voting Exchangeable Shares held by such Holder (the "Retracted Shares") and is notified by the Corporation pursuant to Section 5.6 of the Corporation Articles that the Corporation will not be permitted by virtue of the provisions of the Act to redeem all such Retracted Shares, and provided that SOFO shall not have exercised the Retraction/Redemption Call Right with respect to the Retracted Shares, the Retraction Request will constitute and will be deemed to constitute notice from the Holder to SOFO that the 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 notify 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 Seller has exercised such Holder's his right under Article 5 6 of the Corporation Articles of Incorporation of Newco to require the Corporation Newco to redeem any or all of the Non- Voting Newco Exchangeable Shares held by such 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 the Corporation Newco pursuant to Section 5.6 6.6 of the Corporation Articles of Incorporation of Newco that the Corporation Newco will not be permitted by virtue as a result of the provisions solvency requirements of the Act applicable law to redeem all such Retracted Shares, Newco hereby agrees to immediately notify Wendy's of such prohibition against Newco redeeming all of the Retracted Shares and provided that SOFO shall not have exercised 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 Retraction/Redemption Call Right Retraction Request delivered pursuant to Section 6.1 of the Articles of Incorporation of Newco) in connection with respect to such requested retraction of the Retracted Shares. In any such event, the Retraction Request will constitute and will be deemed to constitute notice from the Holder Seller to SOFO Wendy's that the Holder Seller 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 notify 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 Newco is not permitted to redeem redeem, and Wendy's agrees to purchase such Retracted Shares in accordance with the provisions of the Corporation ArticlesSection 1.1.3.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Holder has exercised such Holder's its right under Article 5 6 of the Corporation Articles Exchangeable Share Provisions to require the Corporation to redeem all or any or all of the Non- Voting Exchangeable Retracted Shares held by such Holder (the "Retracted Shares") and is notified by the Corporation pursuant to Section 5.6 6(f) of the Corporation Articles Exchangeable Share Provisions that the Corporation will not be permitted by virtue as a result of the provisions liquidity or solvency requirements of the Act applicable law to redeem all such Retracted Shares, and provided that SOFO WCL shall not have exercised the Retraction/Redemption Retraction Call Right with respect to the Retracted SharesShares and that the Holder has not revoked the retraction request delivered by the Holder to the Corporation pursuant to Section 6(a) of the Exchangeable Share Provisions, the Retraction Request will constitute and will be deemed to constitute notice from the Holder to SOFO that the Holder is exercising WCL of exercise of the Exchange Right with respect to those Retracted Shares which the Corporation is unable to redeem. In any such event, the Corporation hereby agrees with WCL and the Holders to immediately notify SOFO as soon as practicable WCL of such prohibition against the Corporation redeeming all of the Retracted Shares and immediately to forward or cause to be forwarded to SOFO WCL all relevant materials delivered by the Holder Holders to the Corporation (including without limitation a copy of the Retraction RequestRequest delivered pursuant to Section 6(a) of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares, Shares and SOFO agrees WCL will thereupon exercise the Exchange Right with respect to purchase the Retracted Shares (by issuing SOFO Common Shares in exchange therefor) that the Corporation is not permitted to redeem and WCL will purchase such shares in accordance with the provisions of the Corporation Articlesthis Article 2.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Holder has any Sellers have exercised such Holder's their right under Article 5 6 of the Corporation Articles of Incorporation of Newco to require the Corporation Newco to redeem any or all of the Non- Voting Newco Exchangeable Shares held by such 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 the Corporation Newco pursuant to Section 5.6 6.6 of the Corporation Articles of Incorporation of Newco that the Corporation Newco will not be permitted by virtue as a result of the provisions solvency requirements of the Act applicable law to redeem all such Retracted Shares, Newco hereby agrees to immediately notify Xxxxxx of such prohibition against Newco redeeming all of the Retracted Shares and provided that SOFO shall not have exercised 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 Retraction/Redemption Call Right Retraction Request delivered pursuant to Section 6.1 of the Articles of Incorporation of Newco) in connection with respect to such requested retraction of the Retracted Shares. In any such event, the Retraction Request will constitute and will be deemed to constitute notice from the Holder Sellers to SOFO Xxxxxx that the Holder is Sellers are 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 notify 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 Newco is not permitted to redeem redeem, and Xxxxxx agrees to purchase such Retracted Shares in accordance with the provisions of the Corporation ArticlesSection 1.1.3.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Holder Vendor has exercised such Holder's its right under Article 5 6 of the Corporation Articles Exchangeable Share Provisions to require the Corporation to redeem any or all of the Non- Voting Exchangeable Shares held by such Holder the Vendor (the "Retracted Shares") and is notified by the Corporation pursuant to Section 5.6 6.6 of the Corporation Articles Exchangeable Share Provisions that the Corporation will not be permitted by virtue as a result of the provisions liquidity or solvency requirements of the Act applicable law to redeem all such Retracted Shares, subject to receipt by the Vendor of written notice to that effect from the Corporation and provided that SOFO ParentCo shall not have exercised the Retraction/Redemption Retraction Call Right with respect to the Retracted SharesShares and that the Vendor has not revoked the retraction request delivered by the Vendor to the Corporation 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 Vendor to SOFO that the Holder is exercising exercise the Exchange Right with respect to those Retracted Shares which the Corporation is unable to redeem. In any such event, the Corporation hereby agrees with the Vendor immediately to notify SOFO as soon as practicable the Vendor of such prohibition against the Corporation Corporation's redeeming all of the Retracted Shares and immediately to forward or cause to be forwarded to SOFO ParentCo all relevant materials delivered by the Holder Vendor to the Corporation (including without limitation a copy of the Retraction Requestretraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares, and SOFO agrees to ParentCo will purchase the Retracted Shares (by issuing SOFO Common Shares in exchange therefor) that the Corporation is not permitted to redeem such shares in accordance with the provisions of the Corporation Articlesthis Article III.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Holder Beneficiary has exercised such Holder's its right under Article section 5 of the Corporation Articles Share Provisions to require the Corporation to redeem any or all of the Non- Voting Exchangeable Shares held by such Holder the Beneficiary (the "“Retracted Shares"”) and is notified by the Corporation pursuant to Section 5.6 section 5.7 of the Corporation Articles Share Provisions that the Corporation will not be permitted by virtue as a result of the provisions solvency requirements of the Act applicable law to redeem all such Retracted Shares, and provided that SOFO PureRay Holdings shall not have exercised the Retraction/Redemption Retraction Call Right with respect to the Retracted SharesShares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to the Corporation pursuant to section 5.1 of the Share Provisions, the Retraction Request retraction request will constitute and will be deemed to constitute notice from the Holder Beneficiary to SOFO that the Holder is exercising Trustee instructing the Trustee to exercise 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 notify SOFO as soon as practicable of such prohibition against with the Corporation redeeming all Trustee and in favour of the Retracted Shares and Beneficiary promptly to forward or cause to be forwarded to SOFO the Trustee all relevant materials delivered by the Holder Beneficiary to the Corporation or to the transfer agent of the Exchangeable Shares (including without limitation limitation, a copy of the Retraction Requestretraction request delivered pursuant to section 5.1 of the Share Provisions) in connection with such proposed redemption of the Retracted Shares, Shares and SOFO agrees the Trustee will thereupon exercise the Exchange Right with respect to purchase the Retracted Shares (by issuing SOFO Common Shares in exchange therefor) that the Corporation is not permitted to redeem and will require PureRay Holdings to purchase such shares in accordance with the provisions of the Corporation Articlesthis Article 5.

Exercise of Exchange Right Subsequent to Retraction. In the event --------------------------------------------------- that a Holder has exercised such Holder's its right under Article 5 of the Corporation Articles Exchangeable Share Provisions to require the Corporation to redeem any or all of the Non- Voting Exchangeable Shares held by such the Holder (the "Retracted Shares") and is notified by the Corporation pursuant to Section section 5.6 of the Corporation Articles Exchangeable Share Provisions that the Corporation will is not be permitted by virtue as a result of the provisions solvency requirements of the Act applicable law to redeem all of such Retracted Shares, and provided that SOFO Entrust shall not have exercised the Retraction/Redemption Retraction Call Right with respect to the Retracted Shares, the Retraction Request will retraction request shall constitute and will shall be deemed to constitute notice from the Holder to SOFO that the Holder is exercising 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 with the Holder immediately to notify SOFO as soon as practicable Entrust of such prohibition against the Corporation redeeming all of the Retracted Shares and immediately to forward or cause to be forwarded to SOFO Entrust all relevant materials delivered by the Holder to the Corporation (including without limitation a copy of the Retraction Requestretraction request delivered pursuant to section 5.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares, Shares and SOFO agrees to Entrust shall thereupon 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 Articlesthis Article 2.

Exercise of Exchange Right Subsequent to Retraction. In the event that a Holder Shareholder has exercised such Holder's its right under Article 5 4 of the Corporation Articles Exchangeable Share Provisions to require the Corporation TIS to redeem any or all of the Non- Voting Exchangeable Shares held by such Holder the Shareholder (the "Retracted SharesRETRACTED SHARES") and is notified by the Corporation TIS pursuant to Section 5.6 4.6 of the Corporation Articles Exchangeable Share Provisions that the Corporation TIS will not be permitted by virtue as a result of the provisions solvency requirements of the Act applicable law to redeem all such Retracted Shares, and provided that SOFO TCP shall not have exercised the Retraction/Redemption Retraction Call Right with respect to the Retracted SharesShares and that the Shareholder has not revoked the retraction request delivered by the Shareholder to TIS pursuant to Section 4.1 of the Exchangeable Share Provisions, the Retraction Request retraction request will constitute and will be deemed to constitute notice from the Holder to SOFO that the Holder is exercising an exercise of the Exchange Right with respect to those Retracted Shares which the Corporation TIS is unable to redeem. In any such event, the Corporation TIS hereby agrees with the Shareholder immediately to notify SOFO as soon as practicable the Shareholder of such prohibition against the Corporation TIS redeeming all of the Retracted Shares and immediately to forward or cause to be forwarded to SOFO TCP all relevant materials delivered by the Holder Shareholder to the Corporation TIS (including without limitation a copy of the Retraction Requestretraction request delivered pursuant to Section 4.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares, Shares and SOFO agrees the Shareholder will thereupon exercise the Exchange Right with respect to purchase the Retracted Shares (by issuing SOFO Common Shares in exchange therefor) that the Corporation TIS is not permitted to redeem and will require TCP to purchase such shares in accordance with the provisions of the Corporation Articlesthis Article 4.

Exercise of Exchange Right Subsequent to Retraction. In the event that a --------------------------------------------------- Holder has exercised such Holder's its right under Article 5 of the Corporation Articles Exchangeable Share Provisions to require the Corporation to redeem any or all of the Non- Voting Exchangeable Shares held by such the Holder (the "Retracted Shares") and is notified by the Corporation pursuant to Section section 5.6 of the Corporation Articles Exchangeable Share Provisions that the Corporation will is not be permitted by virtue as a result of the provisions solvency requirements of the Act applicable law to redeem all of such Retracted Shares, and provided that SOFO Sonic shall not have exercised the Retraction/Redemption Retraction Call Right with respect to the Retracted Shares, the Retraction Request will retraction request shall constitute and will shall be deemed to constitute notice from the Holder to SOFO that the Holder is exercising Trustee instructing the Trustee to exercise 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 Holder immediately to notify SOFO as soon as practicable the Trustee of such prohibition against the Corporation redeeming all of the Retracted Shares and immediately to forward or cause to be forwarded to SOFO the Trustee all relevant materials delivered by the Holder to the Corporation or to the transfer agent of the Exchangeable Shares (including without limitation a copy of the Retraction Requestretraction request delivered pursuant to section 5.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares, Shares and SOFO agrees the Trustee shall thereupon exercise the Exchange Right with respect to purchase the Retracted Shares (by issuing SOFO Common Shares in exchange therefor) that the Corporation is not permitted to redeem and will require Sonic to purchase such shares in accordance with the provisions of the Corporation Articles.this Article