Common use of No Fractional Units Clause in Contracts

No Fractional Units. No certificates or scrip representing fractional Parent Units or Parent Preferred Units shall be issued upon the surrender for exchange of Certificates, Book-Entry Units or other evidence of Unit Options (or effective affidavits of loss in lieu thereof). Notwithstanding any other provision of this Agreement, each holder of Common Units, Class F Units or Unit Options converted pursuant to the Merger who would otherwise have been entitled to receive a fraction of a Parent Unit (after taking into account all Certificates (or effective affidavits of loss in lieu thereof), Book-Entry Units or other evidence of Unit Options (or effective affidavits of loss in lieu thereof) delivered by such holder) shall be entitled to receive, from the Exchange Agent in accordance with the provisions of this Section 2.2(h), a cash payment, without interest, in lieu of such fractional units representing such holder’s proportionate interest, if any, in the proceeds from the sale by the Exchange Agent (reduced by reasonable and customary fees of the Exchange Agent attributable to such sale) (as so reduced, the “unit proceeds”) in one or more transactions of a number of Parent Units, such number equal to the excess of (i) the aggregate number of Parent Units to be delivered to the Exchange Agent by Parent pursuant to Section 2.2(b) over (ii) the aggregate number of whole Parent Units to be distributed to the holders of Certificates pursuant to Section 2.2(c) (such excess, the “Excess Units”). The parties acknowledge that payment of the cash unit proceeds in lieu of issuing certificates or scrip for fractional units was not separately bargained-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional units. As soon as practicable after the Effective Time, the Exchange Agent, as agent for the holders of Common Units, Class F Units or Unit Options that would otherwise receive fractional Parent Units, shall sell the Excess Units at then-prevailing prices on the NYSE in the manner provided in this Section 2.2(h) and such sales shall be executed in round lots to the extent practicable. Until the unit proceeds of such sale or sales have been distributed to the holders of such Common Units, Class F Units or Unit Options, or the Exchange Fund is terminated, the Exchange Agent shall hold such unit proceeds in trust for the benefit of the holders of such Common Units, Class F Units and Unit Options (the “Fractional Unit Proceeds”). The Exchange Agent shall determine the portion of the Fractional Unit Proceeds to which each holder of such Common Units, Class F Units or Unit Options shall be entitled, if any, by multiplying the amount of the aggregate unit proceeds comprising the Fractional Unit Proceeds by a fraction, the numerator of which is the amount of the fractional unit interest to which such holder of such Common Units, Class F Units or Unit Options would otherwise be entitled and the denominator of which is the aggregate amount of fractional unit interests to which all holders of such Common Units, Class F Units or Unit Options would otherwise be entitled.

No Fractional Units. No certificates or scrip representing fractional Parent Units or Parent Preferred Units shall be issued upon the surrender for exchange of Certificates, Book-Entry Units or other evidence of Unit Options (or effective affidavits of loss in lieu thereof). Notwithstanding any other provision of this Agreement, each holder of Common Units, Class F Units or Unit Options Class B Units converted pursuant to the Merger who would otherwise have been entitled to receive a fraction of a Parent Unit (after taking into account all Certificates (or effective affidavits of loss in lieu thereof), Book-Entry Units or other evidence of Unit Options (or effective affidavits of loss in lieu thereof) delivered by such holder) shall be entitled to receive, from the Exchange Agent in accordance with the provisions of this Section 2.2(h), a cash payment, without interest, in lieu of such fractional units representing such holder’s proportionate interest, if any, in the proceeds from the sale by the Exchange Agent (reduced by reasonable and customary fees of the Exchange Agent attributable to such sale) (as so reduced, the “unit proceeds”) in one or more transactions of a number of Parent Units, such number equal to the excess of (i) the aggregate number of Parent Units to be delivered to the Exchange Agent by Parent pursuant to Section 2.2(b) over (ii) the aggregate number of whole Parent Units to be distributed to the holders of Certificates pursuant to Section 2.2(c) (such excess, the “Excess Units”). The parties acknowledge that payment of the cash unit proceeds in lieu of issuing certificates or scrip for fractional units was not separately bargained-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional units. As soon as practicable after the Effective Time, the Exchange Agent, as agent for the holders of Common Units, Class F Units or Unit Options Class B Units that would otherwise receive fractional Parent Units, shall sell the Excess Units at then-prevailing prices on the NYSE in the manner provided in this Section 2.2(h) and such sales shall be executed in round lots to the extent practicable. Until the unit proceeds of such sale or sales have been distributed to the holders of such Common Units, Class F Units or Unit OptionsClass B Units, or the Exchange Fund is terminated, the Exchange Agent shall hold such unit proceeds in trust for the benefit of the holders of such Common Units, Class F Units and Unit Options Class B Units (the “Fractional Unit Proceeds”). The Exchange Agent shall determine the portion of the Fractional Unit Proceeds to which each holder of such Common Units, Units and Class F B Units or Unit Options shall be entitled, if any, by multiplying the amount of the aggregate unit proceeds comprising the Fractional Unit Proceeds by a fraction, the numerator of which is the amount of the fractional unit interest to which such holder of such Common Units, Class F Units or Unit Options Class B Units would otherwise be entitled and the denominator of which is the aggregate amount of fractional unit interests to which all holders of such Common Units, Class F Units or Unit Options would otherwise be entitled.

No Fractional Units. No certificates or scrip representing fractional Parent Units or Parent Preferred Class A Units shall or book entry credit of the same will be issued upon the surrender for exchange of Certificates, Book-Entry any Common Units or other evidence of Unit Options (or effective affidavits of loss in lieu thereof)Class A Units, as applicable. Notwithstanding any other provision of this Agreement, each holder of Common Units, Class F Units or Unit Options (including Canceled Awards) converted pursuant to the Merger who would otherwise have been entitled to receive a fraction of a Parent Unit (after taking into account all Certificates (or effective affidavits of loss in lieu thereof), Book-Entry Common Units or other evidence of Unit Options (or effective affidavits of loss in lieu thereof) delivered exchanged by such holder) shall will be entitled to receive, from the Exchange Agent or the Surviving Entity, as applicable, in accordance with the provisions of this Section 2.2(h) (and Section 2.1(e) , if applicable), a cash payment, without interest, in lieu of such fractional units representing such holder’s proportionate interest, if any, in the proceeds from the sale by the Exchange Agent (reduced by reasonable and customary fees of the Exchange Agent attributable to such sale) (as so reduced, the “unit proceeds“ Unit Proceeds ”) in one or more transactions of a number of Parent Units, such number equal to the excess of (i) the sum of (A) the aggregate number of Parent Units to be delivered to the Exchange Agent by Parent pursuant to Section 2.2(b) and (B) the aggregate number of Parent Units to be delivered to the Surviving Entity pursuant to Section 2.1(e)(iv) over (ii) the sum of (A) the aggregate number of whole Parent Units to be distributed to the holders of Certificates and the holders of Book-Entry Units pursuant to Section 2.2(c) and (B) the aggregate number of whole Parent Units to be distributed to the holders of Canceled Awards pursuant to Section 2.1(e) (such excessexcess being, the ““ Excess UnitsUnits ”). The parties acknowledge that payment of the Unit Proceeds in cash unit proceeds in lieu of issuing certificates or scrip for fractional units was not separately bargained-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional units. As soon as practicable after the Effective Time, the Exchange Agent, as agent for the holders of Common UnitsUnits (including, Class F Units or Unit Options in respect of fractional units, Canceled Awards) that would otherwise receive fractional Parent Unitsunits, shall will sell the Excess Units at then-prevailing prices on the NYSE in the manner provided in this Section 2.2(h) and such sales shall will be executed in round lots to the extent practicable. Until the unit proceeds Unit Proceeds of such sale or sales have been distributed to the holders of such Common Units, Class F Units or Unit Options, or the Exchange Fund is terminated, the Exchange Agent shall will hold such unit proceeds Unit Proceeds in trust for the benefit of the holders of such Common Units, Class F Units and Unit Options (the ““ Fractional Unit ProceedsProceeds ”). The Exchange Agent shall will determine the portion of the Fractional Unit Proceeds to which each holder of such Common Units, Class F Units or Unit Options shall (including holders of Canceled Awards) will be entitled, if any, by multiplying the amount of the aggregate unit proceeds Unit Proceeds comprising the Fractional Unit Proceeds by a fraction, the numerator of which is the amount of the fractional unit interest to which such holder of such Common Units, Class F Units or Unit Options would otherwise be entitled and the denominator of which is the aggregate amount of fractional unit interests to which all holders of such Common Units, Class F Units or Unit Options would otherwise be entitled. To the extent applicable, each holder of Common Units will be deemed to have consented for U.S. federal income tax purposes (and to the extent applicable, state or local income tax purposes) to report the cash received for fractional Parent Units in the Merger as proceeds for a sale of a portion of the holder’s Common Units to Parent. The Exchange Agent shall promptly pay any Fractional Unit Proceeds in respect of Canceled Awards to the Surviving Entity for payment pursuant to Section 2.1(e). Notwithstanding any other provision of this Agreement, no holder of Class A Units converted pursuant to the Merger will receive any fractional Parent Class A Units.

No Fractional Units. No certificates or scrip representing fractional Parent Units or Parent Preferred Units shall be issued upon the surrender for exchange of Certificates, Book-Entry Units or other evidence of Unit Options (or effective affidavits of loss in lieu thereof). Notwithstanding any other provision of this Agreement, each holder of Common Units, Class F Units or Unit Options converted pursuant to the Merger who would otherwise have been entitled to receive a fraction of a Parent Unit (after taking into account all Certificates (or effective affidavits of loss in lieu thereof), Book-Entry Units or other evidence of Unit Options (or effective affidavits of loss in lieu thereof) delivered by such holder) shall be entitled to receive, from the Exchange Agent in accordance with the provisions of this Section 2.2(h), a cash payment, without interest, in lieu of such fractional units representing such holder’s proportionate interest, if any, in the proceeds from the sale by the Exchange Agent (reduced by reasonable and customary fees of the Exchange Agent attributable to such sale) (as so reduced, the “unit proceeds”) in one or more transactions of a number of Parent Units, such number equal to the excess of (i) the aggregate number of Parent Units to be delivered to the Exchange Agent by Parent pursuant to Section 2.2(b) over (ii) the aggregate number of whole Parent Units to be distributed to the holders of Certificates pursuant to Section 2.2(c) (such excessexcess being, the “Excess Units”). The parties acknowledge that payment of the cash unit proceeds in lieu of issuing certificates or scrip for fractional units was not separately bargained-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional units. As soon as practicable after the Effective Time, the Exchange Agent, as agent for the holders of Common Units, Class F the certificates representing Parent Units or Unit Options that would otherwise receive fractional Parent Unitsunits, shall sell the Excess Units at then-prevailing prices on the NYSE in the manner provided in this Section 2.2(h) and such sales shall be executed in round lots to the extent practicable. Until the unit proceeds of such sale or sales have been distributed to the holders of such Common Units, Class F Units or Unit Options, or the Exchange Fund is terminated, the Exchange Agent shall hold such unit proceeds in trust for the benefit of the holders of such Common Units, Class F Units and Unit Options (the “Fractional Unit Proceeds”). The Exchange Agent shall determine the portion of the Fractional Unit Proceeds to which each holder of such Common Units, Class F Units or Unit Options shall be entitled, if any, by multiplying the amount of the aggregate unit proceeds comprising the Fractional Unit Proceeds by a fraction, the numerator of which is the amount of the fractional unit interest to which such holder of such Common Units, Class F Units or Unit Options would otherwise be entitled and the denominator of which is the aggregate amount of fractional unit interests to which all holders of such Common Units, Class F Units or Unit Options would otherwise be entitled. To the extent applicable, each holder of Common Units shall be deemed to have consented for U.S. federal income tax purposes (and to the extent applicable, state or local income tax purposes) to report the cash received for fractional Parent Units in the Merger as a sale of a portion of the holder’s Common Units to Parent consistent with Treasury Regulation Section 1.708-1(c)(4).

No Fractional Units. No certificates or scrip representing fractional Parent Units or Parent Preferred Class A Units shall or book entry credit of the same will be issued upon the surrender for exchange of Certificates, Book-Entry any Common Units or other evidence of Unit Options (or effective affidavits of loss in lieu thereof)Class A Units, as applicable. Notwithstanding any other provision of this Agreement, each holder of Common Units, Class F Units or Unit Options (including Canceled Awards) converted pursuant to the Merger who would otherwise have been entitled to receive a fraction of a Parent Unit (after taking into account all Certificates (or effective affidavits of loss in lieu thereof), Book-Entry Common Units or other evidence of Unit Options (or effective affidavits of loss in lieu thereof) delivered exchanged by such holder) shall will be entitled to receive, from the Exchange Agent or the Surviving Entity, as applicable, in accordance with the provisions of this Section 2.2(h) (and Section 2.1(e), if applicable), a cash payment, without interest, in lieu of such fractional units representing such holder’s proportionate interest, if any, in the proceeds from the sale by the Exchange Agent (reduced by reasonable and customary fees of the Exchange Agent attributable to such sale) (as so reduced, the “unit proceedsUnit Proceeds”) in one or more transactions of a number of Parent Units, such number equal to the excess of (i) the sum of (A) the aggregate number of Parent Units to be delivered to the Exchange Agent by Parent pursuant to Section 2.2(b) and (B) the aggregate number of Parent Units to be delivered to the Surviving Entity pursuant to Section 2.1(e)(iv) over (ii) the sum of (A) the aggregate number of whole Parent Units to be distributed to the holders of Certificates and the holders of Book-Entry Units pursuant to Section 2.2(c) and (B) the aggregate number of whole Parent Units to be distributed to the holders of Canceled Awards pursuant to Section 2.1(e) (such excessexcess being, the “Excess Units”). The parties acknowledge that payment of the Unit Proceeds in cash unit proceeds in lieu of issuing certificates or scrip for fractional units was not separately bargained-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional units. As soon as practicable after the Effective Time, the Exchange Agent, as agent for the holders of Common UnitsUnits (including, Class F Units or Unit Options in respect of fractional units, Canceled Awards) that would otherwise receive fractional Parent Unitsunits, shall will sell the Excess Units at then-prevailing prices on the NYSE in the manner provided in this Section 2.2(h) and such sales shall will be executed in round lots to the extent practicable. Until the unit proceeds Unit Proceeds of such sale or sales have been distributed to the holders of such Common Units, Class F Units or Unit Options, or the Exchange Fund is terminated, the Exchange Agent shall will hold such unit proceeds Unit Proceeds in trust for the benefit of the holders of such Common Units, Class F Units and Unit Options (the “Fractional Unit Proceeds”). The Exchange Agent shall will determine the portion of the Fractional Unit Proceeds to which each holder of such Common Units, Class F Units or Unit Options shall (including holders of Canceled Awards) will be entitled, if any, by multiplying the amount of the aggregate unit proceeds Unit Proceeds comprising the Fractional Unit Proceeds by a fraction, the numerator of which is the amount of the fractional unit interest to which such holder of such Common Units, Class F Units or Unit Options would otherwise be entitled and the denominator of which is the aggregate amount of fractional unit interests to which all holders of such Common Units, Class F Units or Unit Options would otherwise be entitled. To the extent applicable, each holder of Common Units will be deemed to have consented for U.S. federal income tax purposes (and to the extent applicable, state or local income tax purposes) to report the cash received for fractional Parent Units in the Merger as proceeds for a sale of a portion of the holder’s Common Units to Parent. The Exchange Agent shall promptly pay any Fractional Unit Proceeds in respect of Canceled Awards to the Surviving Entity for payment pursuant to Section 2.1(e). Notwithstanding any other provision of this Agreement, no holder of Class A Units converted pursuant to the Merger will receive any fractional Parent Class A Units.

No Fractional Units. No certificates or scrip representing fractional Parent Units CN Stapled Units, fractional Newco Stapled Units, fractional CN Exchangeable Shares, fractional CN Voting Shares or Parent Preferred Units fractional Newco Common Shares shall be issued or delivered upon the surrender for exchange of Certificates, Book-Entry Units certificates pursuant to section 4.1 or other evidence of Unit Options (or effective affidavits of loss in lieu thereof). Notwithstanding 4.2 and such fractional interests shall not entitle the owner thereof to exercise any other provision of this Agreement, each rights as a security holder of Common Units, Class F Units CN or Unit Options converted pursuant to the Merger who would Newco. In lieu of any such fractional securities: (a) each Person otherwise have been entitled to a fractional interest in a CN Stapled Unit (comprising a fractional interest in a CN Voting Share and a fractional interest in a CN Exchangeable Share) will receive a fraction of a Parent Unit (after taking into account all Certificates (or effective affidavits of loss in lieu thereof), Book-Entry Units or other evidence of Unit Options (or effective affidavits of loss in lieu thereof) delivered by such holder) shall be entitled to receive, from the Exchange Agent in accordance with the provisions of this Section 2.2(h), a cash payment, without interest, in lieu of such fractional units representing such holder’s proportionate interest, if any, in the proceeds from the sale by the Exchange Agent (reduced by reasonable and customary fees of the Exchange Agent attributable payment equal to such sale) (as so reduced, the “unit proceeds”) in one or more transactions of a number of Parent Units, such number equal to the excess of (i) the aggregate number of Parent Units to be delivered to the Exchange Agent by Parent pursuant to Section 2.2(b) over (ii) the aggregate number of whole Parent Units to be distributed to the holders of Certificates pursuant to Section 2.2(c) (such excess, the “Excess Units”). The parties acknowledge that payment of the cash unit proceeds in lieu of issuing certificates or scrip for fractional units was not separately bargained-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional units. As soon as practicable after the Effective Time, the Exchange Agent, as agent for the holders of Common Units, Class F Units or Unit Options that would otherwise receive fractional Parent Units, shall sell the Excess Units at then-prevailing prices on the NYSE in the manner provided in this Section 2.2(h) and such sales shall be executed in round lots to the extent practicable. Until the unit proceeds of such sale or sales have been distributed to the holders of such Common Units, Class F Units or Unit Options, or the Exchange Fund is terminated, the Exchange Agent shall hold such unit proceeds in trust for the benefit of the holders of such Common Units, Class F Units and Unit Options (the “Fractional Unit Proceeds”). The Exchange Agent shall determine the Person's pro rata portion of the Fractional Unit Proceeds to which each holder net proceeds after expenses received by the Depositary upon the sale of such Common Units, Class F whole units representing an accumulation of all fractional interests in CN Stapled Units or Unit Options shall be entitled, if any, by multiplying the amount of the aggregate unit proceeds comprising the Fractional Unit Proceeds by a fraction, the numerator of which is the amount of the fractional unit interest to which such holder of such Common Units, Class F Units or Unit Options would otherwise be entitled and the denominator of which is the aggregate amount of fractional unit interests to which all holders of such Common Units, Class F Units or Unit Options Persons would otherwise be entitled. The Depositary will sell such CN Stapled Units on the TSE as soon as reasonably practicable following the Arrangement Effective Date. The aggregate net proceeds after expenses of such sale will be distributed by the Depositary, pro rata in relation to the respective fractions, among the Persons otherwise entitled to receive fractional interests in CN Stapled Units; and (b) each Person otherwise entitled to a fractional interest in a Newco Stapled Unit (comprising a fractional interest in a CN Voting Share and a fractional interest in a Newco Common Share) will receive a cash payment equal to such Person's pro rata portion of the net proceeds after expenses received by the Depositary upon the sale of whole units representing an accumulation of all fractional interests in Newco Stapled Units to which all such Persons would otherwise be entitled. The Depositary will sell such Newco Stapled Units on the NYSE as soon as reasonably practicable following the Arrangement Effective Date. The aggregate net proceeds after expenses of such sale will be distributed by the Depositary, pro rata in relation to the respective fractions, among the Persons otherwise entitled to receive fractional interests in Newco Stapled Units.