Common use of ISSUANCE OF CERTIFICATES REPRESENTING EXCHANGEABLE SHARES Clause in Contracts

ISSUANCE OF CERTIFICATES REPRESENTING EXCHANGEABLE SHARES. At or promptly after the Effective Time, Exchangeco shall deposit with the Depositary, for the benefit of the holders of Molson Shares who will receive Exchangeable Shares in connection with the Arrangement, certificates representing that number of whole Exchangeable Shares to be delivered pursuant to section 2.2 upon the exchange of Molson Shares. Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented Molson Shares that were exchanged for Exchangeable Shares under the Arrangement, together with such other documents and instruments as would have been required to effect the transfer of the shares formerly represented by such certificate under the CBCA and the by-laws of Molson, and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, a certificate representing that number (rounded down to the nearest whole number) of the appropriate class of Exchangeable Shares which such holder has the right to receive (together with any dividends or distributions with respect thereto pursuant to section 4.3 and any cash in lieu of fractional Exchangeable Shares pursuant to section 4.4, in each case less any amounts withheld pursuant to section 4.7 hereof), and the certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Molson Shares that is not registered in the transfer records of Xxxxxx, a certificate representing the proper number of Exchangeable Shares may be issued to the transferee if the certificate representing such Molson Shares is presented to the Depositary, accompanied by all documents required to evidence and effect such transfer. Until surrendered as contemplated by this section 4.1, each certificate which immediately prior to the Effective Time represented Molson Shares that were exchanged for Exchangeable Shares shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender (i) the certificate representing Exchangeable Shares as contemplated by this section 4.1, (ii) a cash payment in lieu of any fractional Exchangeable Shares as contemplated by section 4.4 and (iii) any dividends or distributions with a record date after the Effective Time theretofore paid or payable with respect to Exchangeable Shares as contemplated by section 4.3, in each case less any amounts withheld pursuant to section 4.7.

ISSUANCE OF CERTIFICATES REPRESENTING EXCHANGEABLE SHARES. At or promptly after the Effective Time, Exchangeco Canco shall deposit with the Depositary, for the benefit of the holders of Molson Holdco Shares and Shares who will receive Exchangeable Shares (and the Ancillary Rights) in connection with the Arrangement, certificates representing that the number of whole Exchangeable Shares sufficient to be delivered satisfy all of the Exchangeable Share payment obligations to Holdco Shareholders and Shareholders in connection with the acquisition of Holdco Shares and Shares pursuant to section 2.2 upon the exchange Arrangement (together with cash in an amount equal to the sum of Molson Sharesany unpaid dividends or distributions declared on the surrendered Shares or Shares owned by the relevant Holdco, if any, prior to the Effective Time, and any payments for fractional shares required by Section 4.4). Upon surrender to the Depositary for cancellation transfer to Canco of a certificate which immediately prior to or upon the Effective Time represented Molson Holdco Shares that were exchanged for or Shares in respect of which the holder is entitled to receive Exchangeable Shares under the Arrangement, together with (i) a duly completed Letter of Transmittal and Election Form or Holdco Letter of Transmittal and Election Form, (ii) such other documents and instruments as would have been required to effect the transfer of the shares Holdco Shares or Shares formerly represented by such certificate under the CBCA Act and the by-laws of Molsonthe relevant Holdco or the Corporation, and (iii) such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and after the Effective Time the Depositary shall deliver to such holder, a certificate representing that number (rounded down to the nearest whole number) of the appropriate class of Exchangeable Shares which such holder has the right to receive (together with any unpaid dividends or distributions with respect thereto pursuant declared on the surrendered Shares or Shares owned by the relevant Holdco prior to section 4.3 and any cash in lieu of fractional Exchangeable Shares pursuant to section 4.4, in each case less any amounts withheld pursuant to section 4.7 hereofthe Effective Time), and the any certificate so surrendered shall forthwith be cancelledtransferred to Canco. No interest shall be paid or accrued on the cash in lieu of fractional shares, if any, or on unpaid dividends and distributions, if any, payable to holders of certificates that formerly represented Shares. In the event of a transfer of ownership of Molson Holdco Shares or Shares that is was not registered in the transfer records securities register of Xxxxxxthe relevant Holdco or the Corporation, as the case may be, a certificate representing the proper number of Exchangeable Shares (together with any unpaid dividends or distributions declared on the surrendered Shares prior to the Effective Time) may be issued to the transferee if the certificate representing such Molson Holdco Shares or Shares is presented to the DepositaryDepositary as provided above, accompanied by all documents required to evidence and effect such transfertransfer and to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this section 4.1Section 4.2, each certificate which immediately prior to or upon the Effective Time represented Molson one or more Holdco Shares that or Shares that, under the Arrangement, were exchanged or were deemed to be exchanged for Exchangeable Shares pursuant to Section 2.2 shall be deemed at all times after the Effective Time Time, but subject to Section 4.3, to represent only the right to receive upon such surrender (i) the a certificate representing that number (rounded down to the nearest whole number) of Exchangeable Shares as contemplated by this section 4.1, (ii) a cash payment in lieu of together with any fractional Exchangeable Shares as contemplated by section 4.4 and (iii) any unpaid dividends or distributions with a record date after declared on the surrendered Shares, or Shares owned by the relevant Holdco, prior to the Effective Time theretofore paid or payable with respect Time) which such holder has the right to Exchangeable Shares as contemplated by section 4.3, in each case less any amounts withheld pursuant to section 4.7receive.

ISSUANCE OF CERTIFICATES REPRESENTING EXCHANGEABLE SHARES. At or promptly after the Effective Time, Exchangeco Canco shall deposit with the Depositary, for the benefit of the holders of Molson Holdco Shares and Shares who will receive Exchangeable Shares (and the Ancillary Rights) in connection with the Arrangement, certificates representing that the number of whole Exchangeable Shares sufficient to be delivered satisfy all of the Exchangeable Share payment obligations to Holdco Shareholders and Shareholders in connection with the acquisition of Holdco Shares and Shares pursuant to section 2.2 upon the exchange Arrangement (together with cash in an amount equal to the sum of Molson Sharesany unpaid dividends or distributions declared on the surrendered Shares or Shares owned by the relevant Holdco, if any, prior to the Effective Time, and any payments for fractional shares required by Section 4.3). Upon surrender to the Depositary for cancellation transfer to Canco of a certificate which immediately prior to or upon the Effective Time represented Molson Holdco Shares that were exchanged for or Shares in respect of which the holder is entitled to receive Exchangeable Shares under the Arrangement, together with (i) a duly completed Letter of Transmittal and Election Form or Holdco Letter of Transmittal and Election Form, (ii) such other documents and instruments as would have been required to effect the transfer of the shares Holdco Shares or Shares formerly represented by such certificate under the CBCA Act and the by-laws of Molsonthe relevant Holdco or the Corporation, and (iii) such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and after the Effective Time the Depositary shall deliver to such holder, a certificate representing that number (rounded down to the nearest whole number) of the appropriate class of Exchangeable Shares which such holder has the right to receive (together with any unpaid dividends or distributions with respect thereto pursuant declared on the surrendered Shares or Shares owned by the relevant Holdco prior to section 4.3 and any cash in lieu of fractional Exchangeable Shares pursuant to section 4.4, in each case less any amounts withheld pursuant to section 4.7 hereofthe Effective Time), and the any certificate so surrendered shall forthwith be cancelledtransferred to Canco. No interest shall be paid or accrued on the cash in lieu of fractional shares, if any, or on unpaid dividends and distributions, if any, payable to holders of certificates that formerly represented Shares. In the event of a transfer of ownership of Molson Holdco Shares or Shares that is was not registered in the transfer records securities register of Xxxxxxthe relevant Holdco or the Corporation, as the case may be, a certificate representing the proper number of Exchangeable Shares (together with any unpaid dividends or distributions declared on the surrendered Shares prior to the Effective Time) may be issued to the transferee if the certificate representing such Molson Holdco Shares or Shares is presented to the DepositaryDepositary as provided above, accompanied by all documents required to evidence and effect such transfertransfer and to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this section 4.1Section 4.2, each certificate which immediately prior to or upon the Effective Time represented Molson one or more Holdco Shares that or Shares that, under the Arrangement, were exchanged or were deemed to be exchanged for Exchangeable Shares pursuant to Section 2.2 shall be deemed at all times after the Effective Time Time, but subject to Section 4.3, to represent only the right to receive upon such surrender (i) the a certificate representing that number (rounded down to the nearest whole number) of Exchangeable Shares as contemplated by this section 4.1, (ii) a cash payment in lieu of together with any fractional Exchangeable Shares as contemplated by section 4.4 and (iii) any unpaid dividends or distributions with a record date after declared on the surrendered Shares, or Shares owned by the relevant Holdco, prior to the Effective Time theretofore paid or payable with respect Time) which such holder has the right to Exchangeable Shares as contemplated by section 4.3, in each case less any amounts withheld pursuant to section 4.7receive.

ISSUANCE OF CERTIFICATES REPRESENTING EXCHANGEABLE SHARES. At or promptly after the Effective Time, Exchangeco shall deposit Where a holder has elected in accordance with the Depositary, for the benefit of the holders of Molson Shares who will Article 2 to receive Exchangeable Shares in connection with exchange for such holder's Abatis Shares, Redback shall, as soon as practicable following the Arrangement, certificates representing that number later of whole Exchangeable Shares to be delivered pursuant to section 2.2 upon the exchange of Molson Shares. Upon Effective Date and the surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented Molson Shares that were exchanged for Exchangeable Shares under the Arrangementcertificates representing such holder's Abatis Shares, together with such other documents and instruments as would have been required to effect the transfer of the shares formerly represented by such certificate certificates under the CBCA and the by-laws of Molson, Abatis and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and cause the Depositary shall to deliver to such holder, holder a certificate representing 90% of that number (rounded down to the nearest whole number) of the appropriate class of Exchangeable Shares which such holder has the right to receive (together with any dividends or distributions with respect thereto pursuant to section 4.3 and any cash in lieu of fractional Exchangeable Shares pursuant to section 4.4, in each case less any amounts withheld pursuant to section 4.7 hereof), ) and the certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Molson Abatis Shares that are Exchangeable Elected Shares which is not registered in the transfer records of XxxxxxAbatis, a certificate representing the proper number of Exchangeable Shares may be issued to the transferee if the certificate representing such Molson Abatis Shares is presented to the Depositary, accompanied by all documents required to evidence and effect such transfertransfer to the transferee. Until surrendered as contemplated by this section 4.1, each certificate which immediately prior to the Effective Time represented Molson Abatis Shares that were exchanged for are Exchangeable Elected Shares shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender (i) the certificate representing Exchangeable Shares as contemplated by this section 4.1, and (ii) a cash payment in lieu of any fractional Exchangeable Shares as contemplated by section 4.4 and (iii) any dividends or distributions with a record date after the Effective Time theretofore paid or payable with respect to Exchangeable Shares as contemplated by section 4.3, in each case less any amounts withheld pursuant to section 4.74.4.

ISSUANCE OF CERTIFICATES REPRESENTING EXCHANGEABLE SHARES. At or promptly after the Effective Time, Exchangeco the Company shall deposit with the Depositary, for the benefit of the holders of Molson Target Common Shares who will receive Exchangeable Shares in connection with the Arrangement, certificates representing that number of whole the Exchangeable Shares to be delivered issued pursuant to section 2.2 upon the subsection 2.1(c) in exchange of Molson for outstanding Target Common Shares. Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented Molson outstanding Target Common Shares that were exchanged for Exchangeable Shares under the Arrangement, together with such other documents and instruments as would have been required to effect the transfer of the shares formerly represented by such certificate under the CBCA BC Company Act and the by-laws articles of Molson, Target and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, a certificate representing that number (rounded down to the nearest whole number) of the appropriate class of Exchangeable Shares Shares, which such holder has the right to receive (together with any dividends or distributions with respect thereto pursuant to section 4.3 and any cash in lieu of fractional Exchangeable Shares Shares, pursuant to section 4.4, in each case less any amounts withheld pursuant to section 4.7 hereof), and the certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Molson Target Common Shares that which is not registered in the transfer records of XxxxxxTarget, a certificate representing the proper number of Exchangeable Shares may be issued to the a transferee if the certificate representing such Molson Target Common Shares is presented to the Depositary, accompanied by all documents required to evidence and effect such transfer. Until surrendered as contemplated by this section 4.1, each certificate which immediately prior to the Effective Time represented Molson one or more outstanding Target Common Shares that were exchanged for one or more Exchangeable Shares shall be deemed at all times any time after the Effective Time to represent only the right to receive upon such surrender (i) the a certificate representing Exchangeable Shares Shares, as contemplated by this section 4.1, (ii) a cash payment in lieu of any fractional Exchangeable Shares Shares, as contemplated by section 4.4 4.4, and (iii) any dividends or distributions with a record date after the Effective Time theretofore paid or payable with respect to Exchangeable Shares Shares, as contemplated by section 4.3, in each case less any amounts withheld pursuant to section 4.7.

ISSUANCE OF CERTIFICATES REPRESENTING EXCHANGEABLE SHARES. At or promptly after the Effective Time, Exchangeco Purchaser shall deposit with the Depositary, for the benefit of the holders of Molson Exchangeable Elected Shares who will receive Exchangeable Shares (and the Ancillary Rights) in connection with the Arrangement, certificates representing that the number of whole Exchangeable Shares sufficient to be delivered satisfy all of the Exchangeable Share payment obligations to Company Shareholders in connection with the acquisition of Exchangeable Elected Shares pursuant to section 2.2 upon the exchange of Molson SharesArrangement. Upon surrender to the Depositary for cancellation transfer to Purchaser of a certificate which immediately prior to or upon the Effective Time represented Molson Common Shares that were exchanged for in respect of which the holder is entitled to receive Exchangeable Shares under the Arrangement, together with (i) a duly completed Letter of Transmittal and Election Form (ii) such other documents and instruments as would have been required to effect the transfer of the shares Common Shares formerly represented by such certificate under the CBCA and the by-laws of Molsonthe Company, and (iii) such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and after the Effective Time the Depositary shall deliver to such holder, a certificate representing that number (rounded up or down to the nearest whole numbernumber in accordance with Section 4.4) of the appropriate class of Exchangeable Shares which such holder has the right to receive (together with any unpaid dividends or distributions with respect thereto pursuant declared on the surrendered Common Shares prior to section 4.3 and any cash in lieu of fractional Exchangeable Shares pursuant to section 4.4, in each case less any amounts withheld pursuant to section 4.7 hereofthe Effective Time), and the any certificate so surrendered shall forthwith be cancelledtransferred to Purchaser. No interest shall be paid or accrued on unpaid dividends and distributions, if any, payable to holders of certificates that formerly represented Common Shares. In the event of a transfer of ownership of Molson Common Shares that is was not registered in the transfer records securities register of Xxxxxxthe Company, a certificate representing the proper number of Exchangeable Shares (together with any unpaid dividends or distributions payable pursuant to Section 4.3) may be issued to the transferee if the certificate representing such Molson Common Shares is presented to the DepositaryDepositary as provided above, accompanied by all documents required to evidence and effect such transfertransfer and to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this section Section 4.1, each certificate which immediately prior to or upon the Effective Time represented Molson one or more Common Shares that that, under the Arrangement, were exchanged or were deemed to be exchanged for Exchangeable Shares pursuant to Section 2.2 shall be deemed at all times after the Effective Time Time, but subject to Section 4.3, to represent only the right to receive upon such surrender (i) the a certificate representing that number of Exchangeable Shares as contemplated by this section 4.1, (ii) a cash payment in lieu of together with any fractional Exchangeable Shares as contemplated by section 4.4 and (iii) any unpaid dividends or distributions with a record date after the Effective Time theretofore paid or payable with respect to Exchangeable Shares as contemplated by section 4.3, in each case less any amounts withheld pursuant to section 4.7Section 4.3) which such holder has the right to receive.