Common use of Issue of Common Shares and Payment Thereon Clause in Contracts

Issue of Common Shares and Payment Thereon. (a) If the Acquisition Closing Time occurs prior to the occurrence of a Termination Event and Common Shares are issued in accordance with Section 3.1(d), such Common Shares shall be and shall be deemed to be issued to the Receiptholder in accordance with the right of such holder to receive Common Shares as described in Section 2.2(e)(i) (which right shall be and shall be deemed to be irrevocably exercised on the delivery of the Irrevocable Subscription Receipt Agent and Transfer Agent Direction as provided in Section 3.1(d)) and such Common Shares shall be deemed to be issued at the Acquisition Closing Time, notwithstanding that a certificate or a Book-Entry Only System customer confirmation therefor may not yet have been issued or entered, as the case may be, and the Persons to whom such Common Shares are to be issued in accordance with the provisions of this Agreement shall be deemed to have become the holders of record of such Common Shares at the Acquisition Closing Time. (b) If the Acquisition Closing Time occurs prior to the occurrence of a Termination Event and Common Shares are issued in accordance with Section 3.1(d), such issuance, for greater certainty, being subject to Section 5.8(b), a Receiptholder shall be entitled to, from and after the Acquisition Closing Time, but shall receive no earlier than on the third Business Day following the Acquisition Closing Date, an amount in cash in respect of each of such holder’s Subscription Receipts, other than, for greater certainty, Excess Subscription Receipts, equal to a Dividend Equivalent Payment, if any, less applicable withholding taxes, provided that to the extent that this amount, if any, includes amounts in respect of Common Share Dividends for which any Common Share Dividend Record Date has occurred but which has not yet been paid, such amount shall not be payable to holders, unless the Corporation otherwise elects, until the date such Common Share Dividends are paid to shareholders of the Corporation; and provided further that any applicable portion of a Dividend Equivalent Payment shall be satisfied by the Subscription Receipt Agent no later than the third Business Day following the Acquisition Closing Date or the date Common Share Dividends are paid to shareholders of the Corporation, as applicable. Such Dividend Equivalent Payments shall first be paid by way of a pro rata share of any Earned Interest, and any remaining balance shall be paid out of the Escrowed Funds as a refund of a portion of the Subscription Price for each Subscription Receipt held. (c) Effective immediately after the Common Shares have been issued as contemplated in Sections 3.1(d) and 3.2(a), any Dividend Equivalent Payment due has been paid to Receiptholders as contemplated in Section 3.2(b), and any payment for Excess Subscription Receipts has been paid to applicable Receiptholders as contemplated in Section 3.4, the Subscription Receipts relating thereto shall be void and of no value or effect and any remaining amounts in the Escrowed Funds shall be paid to the Corporation. (d) The obligation to make the payment of the amounts specified in Section 3.2(b) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of all payments in excess of $25,000,000 (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) by the use of the LVTS, to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.2(b) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to the amounts specified in Section 3.2(b), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non- payment such that full payment is made to, and received by, the Receiptholders. (e) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.2(b) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority. (f) Upon the mailing or delivery of any cheque, wire transfer or LVTS as provided in Section 3.2(d) (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.2(b) has been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, and in any event within three Business Days, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.

Issue of Common Shares and Payment Thereon. (a) If the Acquisition Closing Time occurs on or prior to the occurrence of a Termination Event and Common Shares are issued in accordance with Section 3.1(d), such Common Shares shall be and shall be deemed to be issued to the Receiptholder in accordance with the right of such holder to receive Common Shares as described in Section 2.2(e)(i) (which right shall be and shall be deemed to be irrevocably exercised on the delivery of the Irrevocable Subscription Receipt Agent and Transfer Agent Direction as provided in Section 3.1(d)) and such Common Shares shall be deemed to be issued at the Acquisition Closing Time, notwithstanding that a certificate or a Book-Entry Only System customer confirmation therefor may not yet have been issued or entered, as the case may be, and the Persons to whom such Common Shares are to be issued in accordance with the provisions of this Agreement shall be deemed to have become the holders of record of such Common Shares at the Acquisition Closing Time. (b) If the Acquisition Closing Time occurs on or prior to the occurrence of a Termination Event and Common Shares are issued in accordance with Section 3.1(d), such issuance, for greater certainty, being subject to Section 5.8(b), a Receiptholder shall be entitled to, from and after the Acquisition Closing Time, but shall receive no earlier than on the third (3rd) Business Day following the Acquisition Closing Date, an amount in cash in respect of each of such holder’s Subscription Receipts, other than, for greater certainty, Excess Subscription Receipts, Receipts equal to a Dividend Equivalent Payment, if any, less applicable withholding taxes, provided that to the extent that this amount, if any, includes amounts in respect of Common Share Dividends for which any Common Share Dividend Record Date has occurred but which has not yet been paid, such amount shall not be payable to holders, unless the Corporation otherwise elects, until the date such Common Share Dividends are paid to shareholders of the Corporation; and provided further that any applicable portion of a Dividend Equivalent Payment shall be satisfied by the Subscription Receipt Agent no later than the third (3rd) Business Day following the Acquisition Closing Date or the date Common Share Dividends are paid to shareholders of the Corporation, as applicable. Such Dividend Equivalent Payments shall first be paid by way of a pro rata share of any Earned Interest, and any remaining balance shall be paid out of the Escrowed Funds as a refund of a portion of the Subscription Price for each Subscription Receipt held. (c) Effective immediately after the Common Shares have been issued as contemplated in Sections 3.1(d) and 3.2(a), and any Dividend Equivalent Payment due has been paid to Receiptholders as contemplated in Section 3.2(b), and any payment for Excess Subscription Receipts has been paid to applicable Receiptholders as contemplated in Section 3.4, the Subscription Receipts relating thereto shall be void and of no value or effect and any remaining amounts in the Escrowed Funds shall be paid to the Corporationeffect. (d) The obligation to make the payment of the amounts specified in Section 3.2(b) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of all payments in excess of $25,000,000 (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) by the use of the LVTS, to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.2(b) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three (3) Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto Montréal time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to the amounts specified in Section 3.2(b), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non- non-payment such that full payment is made to, and received by, the Receiptholders. (e) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.2(b) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority. (f) Upon the mailing or delivery of any cheque, wire transfer or LVTS as provided in Section 3.2(d) (and provided such cheque has been honoured for payment, if presented for payment within six (6) months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.2(b) has been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, and in any event within three Business Days, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.

Issue of Common Shares and Payment Thereon. (a) If the Acquisition Closing Time occurs prior to the occurrence of a Termination Event and Common Shares are issued in accordance with Section 3.1(d), such Common Shares shall be and shall be deemed to be issued to the Receiptholder in accordance with the right of such holder to receive Common Shares as described in Section 2.2(e)(i) (which right shall be and shall be deemed to be irrevocably exercised on the delivery of the Irrevocable Subscription Receipt Agent and Transfer Agent Direction as provided in Section 3.1(d)) and such Common Shares shall be deemed to be issued at the Acquisition Closing Time, notwithstanding that a certificate or a Book-Entry Only System customer confirmation therefor may not yet have been issued or entered, as the case may be, and the Persons to whom such Common Shares are to be issued in accordance with the provisions of this Agreement shall be deemed to have become the holders of record of such Common Shares at the Acquisition Closing Time. (b) If the Acquisition Closing Time occurs prior to the occurrence of a Termination Event and Common Shares are issued in accordance with Section 3.1(d), such issuance, for greater certainty, being subject to Section 5.8(b), a Receiptholder shall be entitled to, from and after the Acquisition Closing Time, but shall receive no earlier than on the third Business Day following the Acquisition Closing Date, an amount in cash in respect of each of such holder’s Subscription Receipts, other than, for greater certainty, Excess Subscription Receipts, equal to a Dividend Equivalent Payment, if any, less applicable withholding taxestaxes having regard to Section 3.2(e), provided that to the extent that this amount, if any, includes amounts in respect of Common Share Dividends for which any Common Share Dividend Record Date has occurred but which has not yet been paid, such amount shall not be payable to holders, unless the Corporation otherwise elects, until the date such Common Share Dividends are paid to shareholders of the Corporation; and provided further that any applicable portion of a Dividend Equivalent Payment shall be satisfied by the Subscription Receipt Agent no later than the third Business Day following the Acquisition Closing Date or the date Common Share Dividends are paid to shareholders of the Corporation, as applicable. Such Dividend Equivalent Payments shall first be paid by way of a pro rata share of any Earned Interest, and any remaining balance shall be paid out of the Escrowed Funds as a refund of a portion of the Subscription Price for each Subscription Receipt held. (c) Effective immediately after the Common Shares have been issued as contemplated in Sections 3.1(d) and 3.2(a), any Dividend Equivalent Payment due has been paid to Receiptholders as contemplated in Section 3.2(b), and any payment for Excess Subscription Receipts has been paid to applicable Receiptholders as contemplated in Section 3.4, the Subscription Receipts relating thereto shall be void and of no value or effect and any remaining amounts in the Escrowed Funds (less the Escrowed Underwriters’ Fee, if not yet paid) shall be paid to the Corporation. (d) The obligation to make the payment of the amounts specified in Section 3.2(b) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of all payments in excess of $25,000,000 (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) by the use of the LVTS, to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.2(b) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to the amounts specified in Section 3.2(b), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non- payment such that full payment is made to, and received by, the Receiptholders. (e) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.2(b) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority. (f) Upon the mailing or delivery of any cheque, wire transfer or LVTS as provided in Section 3.2(d) (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.2(b) has been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, and in any event within three Business Days, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.

Issue of Common Shares and Payment Thereon. (a) If the Acquisition Closing Time occurs prior to Escrow Release Condition is satisfied by the occurrence of a Termination Event and Common Shares are issued in accordance with Section 3.1(d)Outside Date, such the Common Shares shall be and shall be deemed to be issued to the Receiptholder in accordance with the right of such holder to receive Common Shares as described in Section 2.2(e)(i2.2(a) (which right shall be and shall be deemed to be irrevocably exercised on the delivery of the Irrevocable Subscription Receipt Agent and Transfer Agent Direction Escrow Release Notice as provided in Section 3.1(d3.1(a)) and such Common Shares shall be deemed to be issued at upon delivery of the Acquisition Closing TimeEscrowed Release Notice to the Escrow Agent, notwithstanding that a certificate or a Book-Entry Only System customer confirmation therefor may not yet have been issued or entered, as the case may be, and the Persons to whom such Common Shares are to be issued in accordance with the provisions of this Agreement shall be deemed to have become the holders of record of such Common Shares at the Acquisition Closing Time. (b) If the Acquisition Closing Time occurs prior to Escrow Release Condition is satisfied by the occurrence of a Termination Event and Common Shares are issued in accordance with Section 3.1(d)Outside Date, such issuance, for greater certainty, being subject to Section 5.8(b), a the Receiptholder shall be entitled to, from and after the Acquisition Closing Timedate the Escrow Release Notice is delivered to the Escrow Agent, but shall receive (subject to Section 3.1) no earlier than on the third Business Day following such delivery date, the Acquisition Closing Date, an amount in cash in respect of each of such holder’s Subscription Receipts, other than, for greater certainty, Excess Subscription Receipts, equal to a Dividend Equivalent Payment, if anyAmount, less any applicable withholding taxes, provided that to the extent that this amount, if any, includes amounts in respect of Common Share Dividends for which any Common Share Dividend Record Date has occurred but which has not yet been paid, such amount shall not be payable to holders, unless the Corporation otherwise elects, until the date such Common Share Dividends are paid to shareholders of the Corporation; and provided further that any applicable portion of a Dividend Equivalent Payment shall be satisfied by the Subscription Receipt Agent no later than the third Business Day following the Acquisition Closing Date or the date Common Share Dividends are paid to shareholders of the Corporation, as applicable. Such Dividend Equivalent Payments shall first be paid by way of a pro rata share of any Earned Interest, and any remaining balance shall be paid out of the Escrowed Funds as a refund of a portion of the Subscription Price for each Subscription Receipt held. (c) Upon the issuance or deemed issuance of the Common Shares pursuant to the Subscription Receipts, the Corporation, shall direct CDS to cause to be entered and issued, as the case may be, to the Person or Persons in whose name or names such Common Shares have been issued, a Book-Entry Only System customer confirmation, together with a cheque or cheques or wire transfer for the amounts specified in Section 3.2(b). (d) Effective immediately after the Common Shares have been issued as contemplated in Sections 3.1(dSection 3.2(a) and 3.2(a), any Dividend Equivalent Payment due has been paid to Receiptholders as contemplated in Section 3.2(b), and any payment cheque(s) or wire transfer(s) for Excess Subscription Receipts has been paid to applicable Receiptholders as contemplated in Section 3.4, the Subscription Receipts relating thereto shall be void and of no value or effect and any remaining amounts in the Escrowed Funds shall be paid to the Corporation. (d) The obligation to make the payment of the amounts amount specified in Section 3.2(b) shall be satisfied by mailing have been issued and mailed or delivering payment therefor by cheque or wire transfer or, in respect of all payments in excess of $25,000,000 (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) by the use of the LVTS, to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.2(b) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to the amounts specified in Section 3.2(b), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non- payment such that full payment is made to, and received by, the Receiptholders. (e) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.2(b) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority. (f) Upon the mailing or delivery of any cheque, wire transfer or LVTS as provided in Section 3.2(d) delivered (and provided such cheque has cheque(s) have been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by hereof), the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any For greater certainty, any Escrowed Funds, interest Funds or other monies held by the Subscription Receipt Escrow Agent pursuant hereto after the cheque, cheque or cheques or wire transfer or LVTS transfers for the amount specified in Section 3.2(b) has have been mailed or delivered, as the case may be, and the Escrowed Underwriters’ Fee has been paid as set forth in Section 2.2(a)(ii), shall be delivered to the Corporation as soon as reasonably practicable thereafter, and in any event within three Business Days, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.

Issue of Common Shares and Payment Thereon. (a) If the Acquisition Closing Time occurs prior to the occurrence of a Termination Event Time and Common Shares are issued in accordance with Section 3.1(d), such Common Shares shall be and shall be deemed to be issued to the Receiptholder in accordance with the right of such holder to receive Common Shares as described in Section 2.2(e)(i2.2(f)(i) (which right shall be and shall be deemed to be irrevocably exercised on the delivery of the Irrevocable Subscription Receipt Agent and Transfer Agent Direction as provided in Section 3.1(d)) and such Common Shares shall be deemed to be issued at upon delivery of the Acquisition Closing TimeIrrevocable Subscription Receipt Agent and Transfer Agent Direction to the Subscription Receipt Agent, notwithstanding that a certificate or a Book-Entry Only System customer confirmation therefor may not yet have been issued or entered, as the case may be, and the Persons to whom such Common Shares are to be issued in accordance with the provisions of this Agreement shall be deemed to have become the holders of record of such Common Shares at the Acquisition Closing Time. (b) If the Acquisition Closing Time occurs prior to the occurrence of a Termination Event and Common Shares are issued in accordance with Section 3.1(d), such issuance, for greater certainty, being subject to Section 5.8(b), a Receiptholder shall be entitled to, from and after the Acquisition Closing Time, but shall receive no earlier than on the third Business Day following the Acquisition Closing Date, an amount in cash in respect of each of such holder’s Subscription Receipts, other than, for greater certainty, Excess Subscription Receipts, equal to a Dividend Equivalent Payment, if any, less applicable withholding taxes, provided that to the extent that this amount, if any, includes amounts in respect of Common Share Dividends for which any Common Share Dividend Record Date has occurred but which has not yet been paid, such amount shall not be payable to holders, unless the Corporation otherwise elects, until the date such Common Share Dividends are paid to shareholders of the Corporation; and provided further that any applicable portion of a Dividend Equivalent Payment shall be satisfied by the Subscription Receipt Agent no later than the third Business Day following the Acquisition Closing Date or the date Common Share Dividends are paid to shareholders of the Corporation, as applicable. Such Dividend Equivalent Payments shall first be paid by way of a pro rata share of any Earned Interest, and any remaining balance shall be paid out of the Escrowed Funds as a refund of a portion of the Subscription Price for each Subscription Receipt held. (c) Effective immediately after the Common Shares have been issued as contemplated in Sections 3.1(d) and 3.2(a), and any Dividend Equivalent Payment due has been paid to Receiptholders as contemplated in Section 3.2(b), and any payment for Excess Subscription Receipts has been paid to applicable Receiptholders as contemplated in Section 3.4Receiptholders, the Subscription Receipts relating thereto shall be void and of no value or effect and any remaining amounts in the Escrowed Funds shall be paid to the Corporation. (d) The obligation to make the payment of the amounts specified in Section 3.2(b) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of all payments in excess of $25,000,000 (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) by the use of the LVTS, to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.2(b) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to the amounts specified in Section 3.2(b), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non- payment such that full payment is made to, and received by, the Receiptholders. (e) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.2(b) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority. (f) Upon the mailing or delivery of any cheque, wire transfer or LVTS as provided in Section 3.2(d) (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.2(b) has been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, and in any event within three Business Days, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.