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

Exercise of Exchange Rights Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 4 of the Share Provisions to require AcquisitionCo to redeem any or all of the Exchangeable Shares held by the Beneficiary (the "Retracted Shares") and is notified by AcquisitionCo pursuant to Section 4.6 of the Share Provisions that AcquisitionCo will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that neither USCo nor CallCo shall have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to AcquisitionCo pursuant to Section 4.1 of the Share Provisions and provided further that the Trustee has received written notice of same from USCo, CallCo or AcquisitionCo, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Rights with respect to those Retracted Shares that AcquisitionCo is unable to redeem. In any such event, AcquisitionCo hereby agrees with the Trustee and in favour of the Beneficiary promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to AcquisitionCo or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 4.1 of the Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Rights with respect to the Retracted Shares that AcquisitionCo is not permitted to redeem and will require USCo or CallCo to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Rights Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 4 of the Share Provisions to require AcquisitionCo to redeem any or all of the Exchangeable Shares held by the Beneficiary (the "“Retracted Shares"”) and is notified by AcquisitionCo pursuant to Section 4.6 of the Share Provisions that AcquisitionCo will not be permitted as a result of liquidity and solvency requirements of applicable law to redeem all such Retracted Shares, and provided that neither USCo Marathon nor CallCo shall have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to AcquisitionCo pursuant to Section 4.1 of the Share Provisions Provisions, and provided further provided, further, that the Trustee has received written notice of same from USCoMarathon, CallCo or AcquisitionCo, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Rights with respect to those Retracted Shares that AcquisitionCo is unable to redeem. In any such event, AcquisitionCo hereby agrees with the Trustee and in favour of the Beneficiary promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to AcquisitionCo or to the transfer agent of the Exchangeable Shares (including including, without limitation, a copy of the retraction request delivered pursuant to Section 4.1 of the Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Rights with respect to the Retracted Shares that AcquisitionCo is not permitted to redeem and will require USCo Marathon or CallCo to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Rights Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 4 of the Share Provisions to require AcquisitionCo AOG to redeem any or all of the Exchangeable Shares held by the Beneficiary (the "Retracted Shares") and is notified by AcquisitionCo AOG pursuant to Section 4.6 of the Share Provisions that AcquisitionCo AOG will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that neither USCo nor CallCo Advantage Trust, ExchangeCo or any subsidiary of Advantage Trust shall have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to AcquisitionCo AOG pursuant to Section 4.1 of the Share Provisions and provided further that the Trustee has received written notice of same from USCoAdvantage Trust, CallCo ExchangeCo or AcquisitionCoAOG, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Rights with respect to those Retracted Shares that AcquisitionCo AOG is unable to redeem. In any such event, AcquisitionCo AOG hereby agrees with the Trustee and in favour of the Beneficiary promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to AcquisitionCo AOG or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 4.1 of the Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Rights with respect to the Retracted Shares that AcquisitionCo AOG is not permitted to redeem and will require USCo Advantage Trust, ExchangeCo or CallCo a subsidiary of Advantage Trust to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Rights Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 4 of the Share Provisions to require AcquisitionCo ARC Resources to redeem any or all of the Exchangeable Shares held by the Beneficiary (the "Retracted Shares") and is notified by AcquisitionCo ARC Resources pursuant to Section 4.6 of the Share Provisions that AcquisitionCo ARC Resources will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that neither USCo ARC nor CallCo ARC Subco shall have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to AcquisitionCo ARC Resources pursuant to Section 4.1 of the Share Provisions and provided further that the Trustee has received written notice of same from USCoARC, CallCo ARC Subco or AcquisitionCoARC Resources, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Rights with respect to those Retracted Shares that AcquisitionCo ARC Resources is unable to redeem. In any such event, AcquisitionCo ARC Resources hereby agrees with the Trustee and in favour of the Beneficiary promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to AcquisitionCo ARC Resources or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 4.1 of the Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Rights with respect to the Retracted Shares that AcquisitionCo ARC Resources is not permitted to redeem and will require USCo ARC or CallCo ARC Subco to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Rights Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 4 6 of the Exchangeable Share Provisions to require AcquisitionCo ServiceSoft Canada to redeem any or all of the Exchangeable Shares held by the Beneficiary (the "Retracted SharesRETRACTED SHARES") and is notified by AcquisitionCo ServiceSoft Canada pursuant to Section 4.6 6.6 of the Share Exchangeable Shares Provisions that AcquisitionCo ServiceSoft Canada will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from ServiceSoft Canada, and provided that neither USCo nor CallCo ServiceSoft shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to AcquisitionCo ServiceSoft Canada pursuant to Section 4.1 [SECTION 6.1] of the Exchangeable Share Provisions and provided further that the Trustee has received written notice of same from USCo, CallCo or AcquisitionCoProvisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Rights Right with respect to those Retracted Shares that AcquisitionCo which ServiceSoft Canada is unable to redeem. In any such event, AcquisitionCo ServiceSoft Canada hereby agrees with the Trustee and in favour of the Beneficiary promptly immediately to notify the Trustee of such prohibition against ServiceSoft Canada redeeming all of the Retracted Shares and immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to AcquisitionCo or to the transfer agent of the Exchangeable Shares ServiceSoft Canada (including without limitation, limitation a copy of the retraction request delivered pursuant to Section 4.1 [SECTION 6.1] of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Rights Right with respect to the Retracted Shares that AcquisitionCo ServiceSoft Canada is not permitted to redeem and will require USCo or CallCo ServiceSoft to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Rights Subsequent to Retraction. In the event that a Beneficiary has exercised its the right under Article 4 6 of the Share Provisions to require AcquisitionCo to redeem any or all of the Exchangeable Shares held by the Beneficiary (the "Retracted Shares") and is notified by AcquisitionCo pursuant to Section 4.6 6.6 of the Share Provisions that AcquisitionCo will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that neither USCo the Trust nor CallCo Trust Subsidiary shall have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to AcquisitionCo pursuant to Section 4.1 6.1 of the Share Provisions and provided further that the Trustee has received written notice of same from USCothe Trust, CallCo Trust Subsidiary or AcquisitionCo, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Rights with respect to those Retracted Shares that AcquisitionCo is unable to redeem. In any such event, AcquisitionCo hereby agrees with the Trustee and in favour of the Beneficiary promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to AcquisitionCo or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 4.1 6.1 of the Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Rights with respect to the Retracted Shares that AcquisitionCo is not permitted to redeem and will require USCo the Trust or CallCo Trust Subsidiary to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Rights Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 4 of the Share Provisions to require AcquisitionCo Harvest to redeem any or all of the Exchangeable Shares held by the Beneficiary (the "Retracted Shares") and is notified by AcquisitionCo Harvest pursuant to Section 4.6 of the Share Provisions that AcquisitionCo Harvest will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that neither USCo Harvest Energy Trust nor CallCo ExchangeCo shall have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to AcquisitionCo Harvest pursuant to Section 4.1 of the Share Provisions and provided further that the Trustee has received written notice of same from USCoHarvest Energy Trust, CallCo ExchangeCo or AcquisitionCoHarvest, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Rights with respect to those Retracted Shares that AcquisitionCo Harvest is unable to redeem. In any such event, AcquisitionCo Harvest hereby agrees with the Trustee and in favour of the Beneficiary promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to AcquisitionCo Harvest or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 4.1 of the Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Rights with respect to the Retracted Shares that AcquisitionCo Harvest is not permitted to redeem and will require USCo Harvest Energy Trust or CallCo ExchangeCo to purchase such shares in accordance with the provisions of this Article 5.

Exercise of Exchange Rights Subsequent to Retraction. In the event that a Beneficiary has exercised its right under Article 4 of the Share Provisions to require AcquisitionCo AmalgamationCo to redeem any or all of the Exchangeable Shares held by the Beneficiary (the "“Retracted Shares"”) and is notified by AcquisitionCo AmalgamationCo pursuant to Section 4.6 of the Share Provisions that AcquisitionCo AmalgamationCo will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that neither USCo StarPoint Energy Trust nor CallCo ExchangeCo shall have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to AcquisitionCo AmalgamationCo pursuant to Section 4.1 of the Share Provisions and provided further that the Trustee has received written notice of same from USCoStarPoint Energy Trust, CallCo ExchangeCo or AcquisitionCoAmalgamationCo, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Rights with respect to those Retracted Shares that AcquisitionCo AmalgamationCo is unable to redeem. In any such event, AcquisitionCo AmalgamationCo hereby agrees with the Trustee and in favour of the Beneficiary promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Beneficiary to AcquisitionCo AmalgamationCo or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 4.1 of the Share Provisions) in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Rights with respect to the Retracted Shares that AcquisitionCo AmalgamationCo is not permitted to redeem and will require USCo StarPoint Energy Trust or CallCo ExchangeCo to purchase such shares in accordance with the provisions of this Article 5.