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

Issue of Underlying Common Shares and Payment Thereon. (a) If the Transaction Closing occurs on or before the Deadline, the Underlying Common Shares shall be, and shall be deemed to be, automatically issued at the Issue Time to the Receiptholders notwithstanding that a certificate or Book-Entry Only System customer confirmation therefor may not yet have been so entered, and such Receiptholders shall be deemed to have become the holders of record of such Underlying Common Shares at the Issue Time, and each Receiptholder shall automatically receive, without any action on the part of the Receiptholder and without payment of additional consideration, one Underlying Common Share for each Subscription Receipt held by such Receiptholder (subject to any applicable adjustment in accordance with Article 6), together with an amount equal to the Dividend Equivalent, if any, less any applicable withholding taxes as instructed by the Corporation; provided that to the extent that the Dividend Equivalent represents amounts in respect of cash dividends on the Underlying Common Shares for which record dates have occurred but for which the respective dividend has not yet been paid, such amounts shall not be payable to Receiptholders, unless the Corporation otherwise elects, until the date that such related cash dividend(s) is (are) paid to the holders of Common Shares. The amount equal to the Dividend Equivalent, if any, less any applicable withholding taxes, to be paid to each Receiptholder under this Section 3.4 shall be satisfied by the Subscription Receipt Agent (i) by way of a pro rata share of the Earned Interest to which the Corporation would otherwise have been entitled under Section 3.2(a), and (ii) if the Dividend Equivalent exceeds the amount in (i), the excess shall be paid by the Subscription Receipt Agent as a refund of the Subscription Price by way of a pro rata share of the Escrowed Funds to which the Corporation would otherwise have been entitled under Section 3.2(a), and the Underlying Common Shares issued pursuant hereto shall be considered to be issued for consideration equal to the Subscription Price less the amount of such refund. Any amount that cannot be satisfied by the Escrowed Funds shall be satisfied by the Corporation. The Subscription Receipt Agent shall only make payments under this Section 3.4 to the extent that the Escrowed Funds and the monies which have been deposited with it pursuant to Section 2.13 are sufficient to make such payment. The Subscription Receipt Agent hereby agrees to cause any amounts to be paid to Receiptholders pursuant to this Section 3.4 on the third Business Day following the Transaction Closing Date or the date the related cash dividend(s) is (are) paid to holders of Common Shares, as applicable, in accordance with a written direction of the Corporation. For greater certainty, Receiptholders will not be entitled to receive in the form of a Dividend Equivalent the cash dividend payable on or about September 19, 2014 to holders of Common Shares of record at the close of business on August 19, 2014. (b) Upon the issuance or deemed issuance of the Underlying Common Shares, the Subscription Receipt Agent shall mail or deliver to each Person in whose name the Underlying Common Shares have been issued, a certificate representing such Underlying Common Shares, or a Book-Entry Only System customer confirmation in relation thereto, together with a cheque or wire transfer for the amount specified in Section 3.4(a). (c) If any amount payable to Receiptholders pursuant to Section 3.4(a) is subject to withholding taxes, the Subscription Receipt Agent shall remit such taxes to the proper tax authorities within the prescribed period of time under applicable laws and such amounts shall be deemed to satisfy the Subscription Receipt Agent’s and/or the Corporation’s obligation to pay such amount to the relevant Receiptholder. (d) Effective immediately after the Underlying Common Shares have been issued as contemplated by this Section 3.4, the Subscription Receipts relating thereto shall be void and of no value or effect. (e) The Subscription Receipt Agent shall not be responsible for calculating the amounts owing under Section 3.2 and Section 3.4, but shall be entitled to rely absolutely on the written direction of the Corporation specifying the payments to be made pursuant to Section 3.2 and Section 3.4.

Issue of Underlying Common Shares and Payment Thereon. (a) If the Transaction Closing occurs on or Corporation has delivered the Release Notice in accordance with Section 3.1(a) before the Transaction Deadline, the Underlying Common Shares shall be, and shall be deemed to be, automatically issued at the Issue Time to the Receiptholders notwithstanding that a certificate or Book-Entry Only Based System customer confirmation therefor in a holder’s account may not yet have been so entered, and such Receiptholders shall be deemed to have become the holders of record of such Underlying Common Shares at the Issue Time, and each Receiptholder shall automatically receive, without any further action on the part of the required by such Receiptholder and without the payment of any additional consideration, one Underlying Common Share for each Subscription Receipt held by such Receiptholder (subject to any applicable adjustment in accordance with Article 6adjustments), together with an amount equal to the Dividend Equivalent, if any, less any applicable withholding taxes as instructed by the Corporation; provided that to the extent that the Dividend Equivalent represents amounts in respect of cash dividends on the Underlying Common Shares for which record dates have occurred but for which the respective dividend has not yet been paid, such amounts shall not be payable to Receiptholders, unless the Corporation otherwise elects, until the date that such related cash dividend(s) is (are) paid to the holders of Common Shares. The amount equal to the Dividend Equivalent, if any, less any applicable withholding taxes, to be paid to each Receiptholder under this Section 3.4 shall be satisfied by the Subscription Receipt Agent (i) by way of a pro rata share of the Earned Interest to which the Corporation would otherwise have been entitled under Section 3.2(a), and (ii) if the Dividend Equivalent exceeds the amount in (i), the excess shall be paid by the Subscription Receipt Agent as a refund of the Subscription Price by way of a pro rata share of the Escrowed Funds to which the Corporation would otherwise have been entitled under Section 3.2(a), and the Underlying Common Shares issued pursuant hereto shall be considered to be issued for consideration equal to the Subscription Price less the amount of such refund. Any amount that cannot be satisfied by the Escrowed Funds shall be satisfied by the Corporation. The Subscription Receipt Agent shall only make payments under this Section 3.4 to the extent that the Escrowed Funds and the monies which have been deposited with it pursuant to Section 2.13 are sufficient to make such payment. The Subscription Receipt Agent hereby agrees to cause any amounts to be paid to Receiptholders pursuant to this Section 3.4 on the third Business Day following the Transaction Closing Date or the date the related cash dividend(s) is (are) paid to holders of Common Shares, as applicable, in accordance with a written direction of the Corporation. For greater certainty, Receiptholders will not be entitled to receive in the form of a Dividend Equivalent the cash dividend payable on or about September 19, 2014 to holders of Common Shares of record at the close of business on August 19, 2014. (b) Upon the issuance or deemed issuance of the Underlying Common Shares, the Subscription Receipt Agent shall mail cause the Transfer Agent to cause to be entered and issued, as the case may be, to the Person or deliver to each Person Persons in whose name or names the Underlying Common Shares have been issued, a certificate representing such Underlying Common Shares, or and Cormark will input a Book-Entry Only Based System customer confirmation in relation thereto, together with a cheque or wire transfer for the amount specified in Section 3.4(a)confirmation. (c) If any amount payable to Receiptholders pursuant to Section 3.4(a) is subject to withholding taxes, the Subscription Receipt Agent shall remit such taxes to the proper tax authorities within the prescribed period of time under applicable laws and such amounts shall be deemed to satisfy the Subscription Receipt Agent’s and/or the Corporation’s obligation to pay such amount to the relevant Receiptholder. (d) Effective immediately after the Underlying Common Shares have been, or have been deemed to be, issued as contemplated by this Section 3.43.4 and Cormark has caused a Book-Based System customer confirmation to be entered as provided in Section 3.4(b), the Subscription Receipts relating thereto shall be void and of no value or effect. (ed) The Subscription Receipt Agent shall not be responsible for calculating the amounts owing under Section 3.2 and Section 3.43.2, but shall be entitled to rely absolutely on the written direction of the Corporation specifying the payments to be made pursuant to Section 3.2 and Section 3.43.2.

Issue of Underlying Common Shares and Payment Thereon. (a) If the Transaction Closing Escrow Release Time occurs on or before the Escrow Release Deadline, the Underlying Common Shares shall be, be and shall be deemed to be, be automatically issued at the Issue Escrow Release Time to the Receiptholders notwithstanding that a certificate or Book-Entry Only System customer confirmation therefor may not yet have been so entered, and such Receiptholders shall be deemed to have become the holders of record of such Underlying Common Shares at the Issue Time, and each Receiptholder shall automatically receive, without any further action on the part of the required by such Receiptholder and without the payment of any additional consideration, one Underlying Common Share for each Subscription Receipt held by such Receiptholder (subject to any applicable adjustment in accordance with Article 65), together with an amount equal and such Receiptholder shall be deemed to have become the holder of record of such Underlying Common Shares at the Escrow Release Time. In addition to the Dividend Equivalentlegends required pursuant to Section 3.8, if any, less any applicable withholding taxes as instructed by the Corporation; provided that to the extent that the Dividend Equivalent represents amounts in respect of cash dividends on the Underlying Common Shares for which record dates have occurred but for which the respective dividend has not yet been paid, such amounts shall not be payable so issued on or prior to Receiptholders, unless the Corporation otherwise elects, until the date that such related cash dividend(s) is (are) paid four months and a day from the date hereof shall be deemed to bear, and each certificate in respect thereof shall bear, the following legends: provided that subsequent to the holders of Common Shares. The amount equal to date which is four months and one day after the Dividend Equivalent, if any, less any applicable withholding taxes, to be paid to each Receiptholder under this Section 3.4 shall be satisfied by date hereof the Subscription Receipt Agent (i) by way of a pro rata share of the Earned Interest to which the Corporation would otherwise have been entitled under Section 3.2(a), and (ii) if the Dividend Equivalent exceeds the amount in (i), the excess shall be paid by the Subscription Receipt Agent as a refund of the Subscription Price by way of a pro rata share of the Escrowed Funds to which the Corporation would otherwise have been entitled under Section 3.2(a), and certificates representing the Underlying Common Shares issued pursuant hereto shall may be considered to be issued exchanged for consideration equal to certificates that do not bear the Subscription Price less the amount of such refund. Any amount that cannot be satisfied by the Escrowed Funds shall be satisfied by the Corporation. The Subscription Receipt Agent shall only make payments under this Section 3.4 to the extent that the Escrowed Funds and the monies which have been deposited with it pursuant to Section 2.13 are sufficient to make such payment. The Subscription Receipt Agent hereby agrees to cause any amounts to be paid to Receiptholders pursuant to this Section 3.4 on the third Business Day following the Transaction Closing Date or the date the related cash dividend(s) is (are) paid to holders of Common Shares, as applicable, in accordance with a written direction of the Corporation. For greater certainty, Receiptholders will not be entitled to receive in the form of a Dividend Equivalent the cash dividend payable on or about September 19, 2014 to holders of Common Shares of record at the close of business on August 19, 2014legends set forth above. (b) The Underlying Common Shares shall be issued to registered holders of Subscription Receipts upon the updating of the register of the Corporation reflecting the issue of such Underlying Common Shares, together with a notation relating to any legends and/or transfer restrictions applicable to such Underlying Common Shares. Upon the issuance or deemed issuance of the Underlying Common Shares, the Subscription Receipt Agent shall mail or deliver to each Person Corporation shall, in whose name accordance with the provisions of its constating documents, cause share certificates representing the Underlying Common Shares have been issued, a certificate representing such Underlying Common Shares, or a Book-Entry Only System customer confirmation in relation thereto, together with a cheque or wire transfer to be issued to the holder of certificated Subscription Receipts. Within three Business Days after the receipt of the Escrow Release Notice provided for the amount specified in Section 3.4(a). (c) If any amount payable to Receiptholders pursuant to Section 3.4(a) is subject to withholding taxes3.1, the Subscription Receipt Agent shall remit such taxes cause certificates representing the Underlying Common Shares to be mailed or delivered to the proper tax authorities within the prescribed period of time under applicable laws and such amounts shall be deemed to satisfy the Subscription Receipt Agent’s and/or the Corporation’s obligation to pay such amount to the relevant ReceiptholderPerson or Persons entitled thereto. (dc) Effective immediately after the Underlying Common Shares have been, or have been deemed to be, issued as contemplated by this Section 3.4Subsection 3.3(a) and the Corporation has caused share certificates evidencing the Underlying Common Shares to be issued in accordance with Subsection 3.3(b), the Subscription Receipts relating thereto shall be void and of no value or effect. (ed) The Subscription Receipt Agent shall not be responsible for calculating the amounts owing under Section 3.2 and Section 3.43.2, but shall be entitled to rely absolutely on the written direction of the Corporation Escrow Release Notice specifying the payments to be made pursuant to Section 3.2 and Section 3.43.2.