Common use of Mailings to Stockholders Clause in Contracts

Mailings to Stockholders. With respect to each USCo Meeting and USCo Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as USCo utilizes in communications to USCo Stockholders, subject to the Trustee's ability to provide this method of communication and upon being advised in writing of such method) to each of the Beneficiaries named in the List on the same day as the initial mailing or notice (or other communication) with respect thereto is given by USCo to USCo Stockholders: (a) a copy of such notice, together with any proxy or information statement and related materials (but excluding proxies to vote USCo common stock) to be provided to USCo Stockholders; (b) a statement of the current Exchange Ratio; (c) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such USCo Meeting or USCo Consent, as the case may be, or, pursuant to Section 4.7 hereof, to attend such USCo Meeting and to exercise personally the Beneficiary Votes thereat; (d) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or such Beneficiary's designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of USCo to exercise such Beneficiary Votes; (e) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (f) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (g) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a USCo Meeting shall not be earlier than 48 hours prior to such meeting, and (ii) the method for revoking or amending such instructions. The materials referred to above are to be provided by USCo to the Trustee, but shall be subject to review and comment by the Trustee. USCo will ensure that such materials are provided to the Trustee in sufficient time to permit the Trustee to: (i) review and comment on such material as aforesaid; and (ii) send such materials to each Beneficiary at the same time as such materials are first sent to the USCo Stockholders. For the purposes of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any such USCo Meeting or USCo Consent, the number of Exchangeable Shares owned as of record by the Beneficiary shall be determined at the close of business on the record date established by USCo or by applicable law for purposes of determining USCo Stockholders entitled to vote at such USCo Meeting or to give written consent in connection with such USCo Consent. USCo will notify the Trustee in writing of any decision of the Board of Directors of AcquisitionCo with respect to the calling of any such USCo Meeting or the seeking of such USCo Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Stockholders. (1) With respect to each USCo Parent Meeting and USCo or Parent Consent, the Share Trustee will mail or cause to be mailed or delivered via electronic transmission in a manner contemplated by Section 232 of the Delaware General Corporation Law (or otherwise communicate in the same manner as USCo Parent utilizes in communications to USCo Stockholdersholders of Delaware Common Stock, including without limitation in accordance with the notice and access rules promulgated by the U.S. Securities and Exchange Commission (“SEC”), subject to applicable regulatory requirements and to the Trustee's ability to provide this method of communication and upon Share Trustee being advised in writing of such methodmanner of communications and provided that such manner of communications is reasonably available to the Share Trustee) to each of the Beneficiaries Beneficiary named in the applicable List on the same day as the initial mailing or notice (or other communication) with respect thereto is given commenced by USCo Parent to USCo Stockholdersits stockholders: (a) a copy of such mailing or other notice, together with any related materials, including, without limitation, any proxy statement or information statement and related materials (but excluding proxies to vote USCo common stock) notice of internet availability of proxy materials, to be provided to USCo Stockholdersstockholders of Parent; (b) a statement of the current Exchange Ratio; (c) a statement that such Beneficiary is entitled to instruct the Share Trustee as to the exercise of the Beneficiary Votes with respect to such USCo Parent Meeting or USCo Consent, as the case may be, Parent Consent or, pursuant to Section 4.7 hereof4.7, to attend such USCo Parent Meeting and to exercise personally the Beneficiary Votes thereat; (dc) a statement as to the manner in which such instructions may be given to the Share Trustee, including an express indication that instructions may be given to the Share Trustee to give: give (iA) a proxy to such Beneficiary or such Beneficiary's his, her or its designee to exercise personally the such holder’s Beneficiary Votes; or , or (iiB) a proxy to a designated agent or other representative of the management of USCo Parent to exercise such holder’s Beneficiary Votes; (ed) a statement that if no such instructions are received from the such Beneficiary, the Beneficiary Votes to which such the Beneficiary is entitled will not be exercised; (fe) a form of direction whereby the such Beneficiary may so use to direct and instruct the Share Trustee as contemplated herein; and (gf) a statement of (iA) the time and date by which such instructions must be received by the Share Trustee in order for such instructions to be binding upon itthe Share Trustee, which in the case of a USCo Parent Meeting shall not be earlier than 48 hours the close of business on the Business Day immediately prior to the date by which Parent has required proxies to be deposited for such meeting, and (iiB) of the method for revoking or amending such instructions. . (2) The materials referred to above are in this Section 4.3 shall be provided to the Share Trustee by Parent, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Share Trustee in a timely manner. Subject to the foregoing, Parent shall ensure that the materials to be provided by USCo to the Trustee, but shall be subject to review and comment by the Trustee. USCo will ensure that such materials Share Trustee are provided to the Trustee in sufficient time to permit the Share Trustee to: (i) review to comment as aforesaid and comment on such material as aforesaid; and (ii) to send such all materials to each Beneficiary at the same time as such materials are first sent to holders of Delaware Common Stock. Parent agrees not to communicate with holders of Delaware Common Stock with respect to the USCo Stockholdersmaterials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Share Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Parent may, at its option, exercise the duties of the Share Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as, in each case, Parent delivers a certificate to the Share Trustee stating that Parent has undertaken to perform the obligations of the Share Trustee set forth in this Section 4.3. (3) For the purposes purpose of determining the number of Beneficiary Votes to which a Beneficiary is entitled in respect of any such USCo Parent Meeting or USCo Parent Consent, the number of Exchangeable Shares owned as of record by the Beneficiary shall be determined at the close of business on the record date established by USCo Parent or by applicable law for purposes of determining USCo Stockholders stockholders entitled to vote at such USCo Parent Meeting or to give written consent in connection with respect of such USCo Parent Consent, which number of Beneficiary Votes shall be as set forth in the List. USCo will Parent shall notify the Share Trustee in writing of any decision of the Board board of Directors directors of AcquisitionCo Parent with respect to the calling of any such USCo Parent Meeting or the seeking of such USCo any Parent Consent and shall provide all necessary information information, including a certificate executed by a duly authorized officer of Parent confirming the applicable number of votes attributable to each outstanding Exchangeable Share as of the applicable record date, and materials to the Share Trustee in each case promptly and and, in any event event, in sufficient time to enable the Share Trustee to perform its the obligations contemplated by of the Share Trustee set forth in this Section 4.3.

Mailings to Stockholders. With respect to each USCo Parent Meeting and USCo Parent Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as USCo Parent utilizes in communications to USCo Stockholders, holders of Parent Common Shares subject to the Trustee's ability to provide this method of communication and upon Trustee being advised in writing of such methodthat method and its ability to provide that method of communication) to each of the Beneficiaries named in the List referred to in Section 4.6, the following materials (such mailing or communication to commence on the same day as the initial mailing or notice (or other communication) with respect thereto is given commenced by USCo Parent to USCo Stockholders:its stockholders or, if later, promptly after receipt by the Trustee of such materials): (a) a copy of the notice of such noticeParent Meeting or such Parent Consent, together with any proxy or information statement and related materials (but excluding proxies to vote USCo common stock) to be provided to USCo Stockholdersstockholders of Parent; (b) a statement of the current Exchange Ratio; (c) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such USCo Parent Meeting or USCo Consent, as the case may be, Parent Consent or, pursuant to Section 4.7 hereof4.7, to attend such USCo Parent Meeting and to exercise personally the Beneficiary Votes thereat; (dc) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or such Beneficiary's his designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of USCo Parent to exercise such Beneficiary Votes; (ed) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (fe) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as to voting and otherwise as contemplated herein; and (gf) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which which, in the case of a USCo Meeting Parent Meeting, shall be not be earlier later than 48 hours the close of business on the second Business Day prior to such meeting, and (ii) of the method for revoking or amending such instructions. The materials referred to above are to be provided by USCo to the Trustee, but shall be subject to review and comment by the Trustee. USCo will ensure that such materials are provided to the Trustee in sufficient time to permit the Trustee to: (i) review and comment on such material as aforesaid; and (ii) send such materials to each Beneficiary at the same time as such materials are first sent to the USCo Stockholders. For the purposes purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any such USCo Parent Meeting or USCo Parent Consent, the number of Exchangeable Shares owned as of record by the Beneficiary shall be determined at the close of business on the record date established by USCo Parent or by applicable law for purposes of determining USCo Stockholders stockholders entitled to vote at such USCo Parent Meeting or to give written consent in connection with sign such USCo Parent Consent. USCo Parent will notify the Trustee in writing of any decision of the Board of Directors of AcquisitionCo Parent with respect to the calling of any such USCo Parent Meeting or with respect to the seeking of such USCo any Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Stockholders. With respect to each USCo Parent Meeting and USCo Parent Consent, the Trustee will promptly mail or cause to be mailed at the expense of Parent (or otherwise communicate in the same manner as USCo Parent utilizes in communications to USCo Stockholdersholders of Parent Common Shares, subject to applicable regulatory requirements and the Trustee's ability to provide this method of communication and upon Trustee being advised in writing as to that manner of communications, and provided that such methodmanner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List List, such mailing or communication to commence wherever practicable on the same day as the initial mailing or notice (or other communication) with respect thereto is given commenced by USCo Parent to USCo Stockholdersits stockholders: (a) a copy of such notice, together with any proxy related materials, including, without limitation, any circular or information statement and related materials (but excluding proxies to vote USCo common stock) or listing particulars, to be provided to USCo Stockholdersstockholders of Parent in connection with the Parent Meeting or Parent Consent; (b) a statement of the current Exchange Ratio; (c) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such USCo Parent Meeting or USCo Consent, as the case may be, Parent Consent or, pursuant to Section 4.7 hereofsection 4.7, to attend such USCo Parent Meeting and to exercise personally the Beneficiary Votes thereat; (dc) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or such Beneficiary's his designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of USCo Parent to exercise such Beneficiary Votes; (ed) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (fe) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as to voting and as otherwise contemplated herein; and (gf) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a USCo Parent Meeting shall not be earlier than 48 hours the close of business on the second Business Day prior to such meeting, and (ii) of the method for revoking or amending such instructions. The materials referred to above in this section 4.3 are to be provided by USCo to the TrusteeTrustee by Parent, but and the materials referred to in section 4.3(c), section 4.3(e) and section 4.3(f) shall be subject to review and reasonable comment by the TrusteeTrustee in a timely manner. USCo will Parent shall ensure that such the materials are to be provided to the Trustee are provided in sufficient time to permit the Trustee to: (i) review to comment as aforesaid and comment on such material as aforesaid; and (ii) to send such all materials to each Beneficiary at the same time as such materials are first sent to holders of Parent Common Shares. Parent agrees not to communicate with holders of Parent Common Shares with respect to the USCo Stockholdersmaterials referred to in this section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. For the purposes purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any such USCo Parent Meeting or USCo Parent Consent, the number of Exchangeable Shares owned as of record by the Beneficiary shall be determined at the close of business on the record date established by USCo Parent or by applicable law for purposes of determining USCo Stockholders shareholders entitled to vote at such USCo Parent Meeting or to give written consent in connection with respect of such USCo Parent Consent. USCo Parent will notify the Trustee in writing of any decision of the Board of Directors of AcquisitionCo Parent with respect to the calling of any such USCo Parent Meeting or the seeking of such USCo Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section section 4.3.

Mailings to Stockholders. (1) With respect to each USCo Meeting and USCo ConsentLCE Meeting, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as USCo LCE utilizes in communications to USCo Stockholders, holders of shares of LCE Stock subject to applicable regulatory requirements and the Trustee's ability to provide this method of communication and upon Trustee being advised in writing of such methodmanner and provided that such manner of communications is available to the Trustee) the following materials to each of the Beneficiaries named in the List at the Beneficiaries' respective addresses as set forth in the List, such mailing or communication to commence wherever practicable on the same day as the initial mailing or notice (or other communication) with respect thereto is given commenced by USCo LCE to USCo Stockholdersits stockholders: (a) a copy of such notice, together with any proxy related materials, including any circular or information statement and related materials (or listing particulars, to be provided to stockholders of LCE but excluding proxies to vote USCo common stock) to be provided to USCo Stockholdersshares of LCE Stock; (b) a statement of the current Exchange Ratio; (c) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such USCo LCE Meeting or USCo Consent, as the case may be, or, pursuant and subject to Section 4.7 hereof4.7, to attend such USCo LCE Meeting and to exercise personally the Beneficiary Votes thereat; (dc) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or such Beneficiary's his, her or its designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of USCo LCE to exercise such Beneficiary Votes; (ed) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (fe) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (gf) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a USCo an LCE Meeting shall not be earlier than 48 hours the close of business on the fourth business day prior to such meeting, and (ii) of the method for revoking or amending such instructions. . (2) The materials referred to above in this Section 4.3 are to be provided by USCo to the Trustee, but Trustee by LCE and LCE shall be subject to review and comment by the Trustee. USCo will ensure that such materials are provided to the Trustee in sufficient time to permit the Trustee to: (i) review to comment as aforesaid and comment on such material as aforesaid; and (ii) to send such all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of LCE Stock and in compliance with the USCo Stockholderstime limits imposed under Canadian securities laws. If the methods of communication available to the Trustee for communications with the Beneficiaries does not conform with the method of communication LCE employs with holders of shares of LCE Stock with respect to the materials referred to in this Section 4.3, then (a) the Trustee shall use any other available method of communication permitted by law, provided that communication by mail shall always be an approved method of communication; and (b) if the Trustee determines to employ mail as a method of communication, LCE will provide all materials referred to in this Section 4.3 to the Trustee in a form permitting them to be mailed. (3) For the purposes purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any such USCo Meeting or USCo ConsentLCE Meeting, the number of Exchangeable Shares owned as of record by the Beneficiary shall be determined at the close of business on the record date established by USCo LCE or by applicable law for purposes of determining USCo Stockholders stockholders entitled to vote at such USCo Meeting or to give written consent in connection with such USCo ConsentLCE Meeting. USCo LCE will notify the Trustee in writing of any decision of the Board board of Directors directors of AcquisitionCo LCE with respect to the calling of any such USCo LCE Meeting or the seeking of such USCo Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Stockholders. With respect to each USCo Meeting and USCo Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as USCo utilizes in communications to USCo Stockholders, subject to the Trustee's ability to provide this method of communication and upon being advised in writing of such method) to each of the Beneficiaries named in the List on the same day as the initial mailing or notice (or other communication) with respect thereto is given by USCo to USCo Stockholders: (a) a copy of such notice, together with any proxy or information statement and related materials (but excluding proxies to vote USCo common stock) to be provided to USCo Stockholders; (b) a statement of the current Exchange Ratio; (c) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise theexercise of the Beneficiary Votes with respect to such USCo Meeting or USCo Consent, as the case may be, or, pursuant to Section 4.7 hereof, to attend such USCo Meeting and to exercise personally the Beneficiary Votes thereat; (d) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or such Beneficiary's designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of USCo to exercise such Beneficiary Votes; (e) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (f) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (g) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a USCo Meeting shall not be earlier than 48 hours prior to such meeting, and (ii) the method for revoking or amending such instructions. The materials referred to above are to be provided by USCo to the Trustee, but shall be subject to review and comment by the Trustee. USCo will ensure that such materials are provided to the Trustee in sufficient time to permit the Trustee to: (i) review and comment on such material as aforesaid; and (ii) send such materials to each Beneficiary at the same time as such materials are first sent to the USCo Stockholders. For the purposes of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any such USCo Meeting or USCo Consent, the number of Exchangeable Shares owned as of record by the Beneficiary shall be determined at the close of business on the record date established by USCo or by applicable law for purposes of determining USCo Stockholders entitled to vote at such USCo Meeting or to give written consent in connection with such USCo Consent. USCo will notify the Trustee in writing of any decision of the Board of Directors of AcquisitionCo with respect to the calling of any such USCo Meeting or the seeking of such USCo Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Stockholders. With respect to each USCo Meeting and USCo ConsentVESTCOM Meeting, and|or VESTCOM Vote the Trustee Depositary will mail or cause to be mailed (or otherwise communicate in the same manner as USCo that VESTCOM utilizes in communications to USCo Stockholdersholders of VESTCOM Common Stock, VESTCOM agreeing to advise the Depositary in writing of such method and subject to the TrusteeDepositary's ability to provide this method of communication and upon being advised in writing of such methodcommunication) to each of the Beneficiaries Stockholders named in the List on the same day as the initial mailing or notice (or other communication) with respect thereto is given received by USCo to USCo Stockholdersthe Depositary from VESTCOM: (a) a copy of such notice, together with any proxy or information statement and related materials (but excluding proxies to vote USCo common stock) to be provided to USCo Stockholdersstockholders of VESTCOM; (b) a statement of the current Exchange Ratio; (c) a statement that such Beneficiary Stockholder is entitled entitled, subject to the provisions of section 3.8 hereof, to instruct the Trustee Depositary as to the exercise of the Beneficiary Stockholder Votes with respect to such USCo VESTCOM Meeting or USCo Consent, as the case may beand|or VESTCOM Vote, or, pursuant and subject to Section 4.7 section 3.8 hereof, to attend such USCo VESTCOM Meeting and to exercise personally the Beneficiary Stockholder Votes thereat; (dc) a statement as to the manner in which such instructions may be given to the TrusteeDepositary, including an express indication that instructions may be given to the Trustee Depositary to give:: 121 - 7 - (i) a proxy to such Beneficiary Stockholder or such Beneficiary's its designee to exercise personally the Beneficiary such holder's Stockholder Votes; or (ii) a proxy to a designated agent or other representative of the management of USCo VESTCOM to exercise such Beneficiary Stockholder Votes; (ed) a statement that if no such instructions are received from the BeneficiaryStockholder, the Beneficiary Stockholder Votes to which such Beneficiary Stockholder is entitled will not be exercised; (fe) a form of direction whereby the Beneficiary Stockholder may so direct and instruct the Trustee Depositary as contemplated herein; and (gf) a statement of (iA) the time and date by which such instructions must be received by the Trustee Depositary in order to be binding upon it, which in the case of a USCo VESTCOM Meeting shall not be earlier later than 48 hours the close of business on the second Business Day prior to such meeting, and (iiB) the method for revoking or amending such instructions. The materials referred to above are to be provided by USCo VESTCOM to the Trustee, but shall be subject to review and comment by the Trustee. USCo will ensure that such materials are provided to the Trustee in sufficient time to permit the Trustee to: (i) review and comment on such material as aforesaid; and (ii) send such materials to each Beneficiary at the same time as such materials are first sent to the USCo StockholdersDepositary. For the purposes purpose of determining Beneficiary Stockholder Votes to which a Beneficiary Stockholder is entitled in respect of any such USCo VESTCOM Meeting or USCo ConsentVESTCOM Vote, the number of Exchangeable Dividend Access Shares owned as of record by the Beneficiary Stockholder shall be determined at the close of business on the record date established by USCo VESTCOM or by applicable law for purposes of determining USCo Stockholders stockholders entitled to vote at such USCo VESTCOM Meeting or to give written consent in connection with such USCo ConsentVESTCOM Vote. USCo VESTCOM will notify the Trustee Depositary in writing of any decision of the VESTCOM Board of Directors of AcquisitionCo with respect to the calling of any such USCo VESTCOM Meeting or the seeking of such USCo Consent VESTCOM Vote and shall provide all necessary information and materials to the Trustee Depositary in each case promptly and in any event in sufficient time to enable the Trustee Depositary to perform its obligations contemplated by this Section 4.3section 3.4.

Mailings to Stockholders. With respect to each USCo Parent Meeting and USCo Parent Consent, the Trustee will promptly mail or cause to be mailed (or otherwise communicate in the same manner as USCo Parent utilizes in communications to USCo Stockholdersholders of Parent Common Shares, subject to applicable regulatory requirements and the Trustee's ability to provide this method of communication and upon Trustee being advised in writing as to that manner of communications, and provided that such methodmanner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List List, such mailing or communication to commence wherever practicable on the same day as the initial mailing or notice (or other communication) with respect thereto is given commenced by USCo Parent to USCo Stockholdersits stockholders: (a) a copy of such notice, together with any proxy related materials, including, without limitation, any circular or information statement and related materials (but excluding proxies to vote USCo common stock) or listing particulars, to be provided to USCo Stockholdersstockholders of Parent in connection with the Parent Meeting or Parent Consent; (b) a statement of the current Exchange Ratio; (c) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such USCo Parent Meeting or USCo Consent, as the case may be, Parent Consent or, pursuant to Section 4.7 hereofsection 4.7, to attend such USCo Parent Meeting and to exercise personally the Beneficiary Votes thereat; (dc) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or such Beneficiary's his designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of USCo Parent to exercise such Beneficiary Votes; (ed) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (fe) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as to voting and as otherwise contemplated herein; and (gf) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a USCo Parent Meeting shall not be earlier than 48 hours the close of business on the second Business Day prior to such meeting, and (ii) of the method for revoking or amending such instructions. The materials referred to above in this section 4.3 are to be provided by USCo to the TrusteeTrustee by Parent, but and the materials referred to in section 4.3(c), section 4.3(e) and section 4.3(f) shall be subject to review and reasonable comment by the TrusteeTrustee in a timely manner. USCo will Parent shall ensure that such the materials are to be provided to the Trustee are provided in sufficient time to permit the Trustee to: (i) review to comment as aforesaid and comment on such material as aforesaid; and (ii) to send such all materials to each Beneficiary at the same time as such materials are first sent to holders of Parent Common Shares. Parent agrees not to communicate with holders of Parent Common Shares with respect to the USCo Stockholdersmaterials referred to in this section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. For the purposes purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any such USCo Parent Meeting or USCo Parent Consent, the number of Exchangeable Shares owned as of record by the Beneficiary shall be determined at the close of business on the record date established by USCo Parent or by applicable law for purposes of determining USCo Stockholders shareholders entitled to vote at such USCo Parent Meeting or to give written consent in connection with respect of such USCo Parent Consent. USCo Parent will notify the Trustee in writing of any decision of the Board of Directors of AcquisitionCo Parent with respect to the calling of any such USCo Parent Meeting or the seeking of such USCo Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section section 4.3.

Mailings to Stockholders. With respect to each USCo Meeting and USCo ConsentCLC Meeting, and/or CLC Vote the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as USCo that CLC utilizes in communications to USCo Stockholdersholders of CLC Common Stock, CLC agreeing to advise the Trustee in writing of such method and subject to the Trustee's ability to provide this method of communication and upon being advised in writing of such methodcommunication) to each of the Beneficiaries Stockholders named in the List on the same day as the initial mailing or notice (or other communication) with respect 152 thereto is given received by USCo to USCo Stockholdersthe Trustee from CLC: (a) a copy of such notice, together with any proxy or information statement and related materials (but excluding proxies to vote USCo common stock) to be provided to USCo Stockholdersstockholders of CLC; (b) a statement of the current Exchange Ratio; (c) a statement that such Beneficiary Stockholder is entitled entitled, subject to the provisions of section 0 hereof, to instruct the Trustee as to the exercise of the Beneficiary Stockholder Votes with respect to such USCo CLC Meeting or USCo Consent, as the case may beand|or CLC Vote, or, pursuant and subject to Section 4.7 section 0 hereof, to attend such USCo CLC Meeting and to exercise personally the Beneficiary Stockholder Votes thereat; (dc) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary Stockholder or such Beneficiary's its designee to exercise personally the Beneficiary such holder's Stockholder Votes; or (ii) a proxy to a designated agent or other representative of the management of USCo CLC to exercise such Beneficiary Stockholder Votes; (ed) a statement that if no such instructions are received from the BeneficiaryStockholder, the Beneficiary Stockholder Votes to which such Beneficiary Stockholder is entitled will not be exercised; (fe) a form of direction whereby the Beneficiary Stockholder may so direct and instruct the Trustee as contemplated herein; and (gf) a statement of (iA) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a USCo CLC Meeting shall not be earlier later than 48 hours the close of business on the second Business Day prior to such meeting, and (iiB) the method for revoking or amending such instructions. The materials referred to above are to be provided by USCo CLC to the Trustee, but shall be subject to review and comment by the Trustee. USCo will ensure that such materials are provided to the Trustee in sufficient time to permit the Trustee to: (i) review and comment on such material as aforesaid; and (ii) send such materials to each Beneficiary at the same time as such materials are first sent to the USCo Stockholders. For the purposes purpose of determining Beneficiary Stockholder Votes to which a Beneficiary Stockholder is entitled in respect of any such USCo CLC Meeting or USCo ConsentCLC Vote, the number of Exchangeable Dividend Access Shares owned as of record by the Beneficiary Stockholder shall be determined at the close of business on the record date established by USCo CLC or by applicable law for purposes of determining USCo Stockholders stockholders entitled to vote at such USCo CLC Meeting or to give written consent in connection with such USCo ConsentCLC Vote. USCo CLC will notify the Trustee in writing of any decision of the CLC Board of Directors of AcquisitionCo with respect to the calling of any such USCo CLC Meeting or the seeking of such USCo Consent CLC Vote and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.section 0. 153

Mailings to Stockholders. With respect to each USCo Meeting and USCo ConsentCLC Meeting, and/or CLC Vote the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as USCo that CLC utilizes in communications to USCo Stockholdersholders of CLC Common Stock, CLC agreeing to advise the Trustee in writing of such method and subject to the Trustee's ability to provide this method of communication and upon being advised in writing of such methodcommunication) to each of the Beneficiaries Stockholders named in the List on the same day as the initial mailing or notice (or other communication) with respect thereto is given received by USCo to USCo Stockholdersthe Trustee from CLC: (a) a copy of such notice, together with any proxy or information statement and related materials (but excluding proxies to vote USCo common stock) to be provided to USCo Stockholdersstockholders of CLC; (b) a statement of the current Exchange Ratio; (c) a statement that such Beneficiary Stockholder is entitled entitled, subject to the provisions of section 0 hereof, to instruct the Trustee as to the exercise of the Beneficiary Stockholder Votes with respect to such USCo CLC Meeting or USCo Consent, as the case may beand/or CLC Vote, or, pursuant and subject to Section 4.7 section 0 hereof, to attend such USCo CLC Meeting and to exercise personally the Beneficiary Stockholder Votes thereat; (dc) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary Stockholder or such Beneficiary's its designee to exercise personally the Beneficiary such holder's Stockholder Votes; or (ii) a proxy to a designated agent or other representative of the management of USCo CLC to exercise such Beneficiary Stockholder Votes; (ed) a statement that if no such instructions are received from the BeneficiaryStockholder, the Beneficiary Stockholder Votes to which such Beneficiary Stockholder is entitled will not be exercised; (fe) a form of direction whereby the Beneficiary Stockholder may so direct and instruct the Trustee as contemplated herein; and (gf) a statement of (iA) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case 176 of a USCo CLC Meeting shall not be earlier later than 48 hours the close of business on the second Business Day prior to such meeting, and (iiB) the method for revoking or amending such instructions. The materials referred to above are to be provided by USCo CLC to the Trustee, but shall be subject to review and comment by the Trustee. USCo will ensure that such materials are provided to the Trustee in sufficient time to permit the Trustee to: (i) review and comment on such material as aforesaid; and (ii) send such materials to each Beneficiary at the same time as such materials are first sent to the USCo Stockholders. For the purposes purpose of determining Beneficiary Stockholder Votes to which a Beneficiary Stockholder is entitled in respect of any such USCo CLC Meeting or USCo ConsentCLC Vote, the number of Exchangeable Dividend Access Shares owned as of record by the Beneficiary Stockholder shall be determined at the close of business on the record date established by USCo CLC or by applicable law for purposes of determining USCo Stockholders stockholders entitled to vote at such USCo CLC Meeting or to give written consent in connection with such USCo ConsentCLC Vote. USCo CLC will notify the Trustee in writing of any decision of the CLC Board of Directors of AcquisitionCo with respect to the calling of any such USCo CLC Meeting or the seeking of such USCo Consent CLC Vote and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3section 0.