Common use of OUTSTANDING CERTIFICATES AND FRACTIONAL SHARES Clause in Contracts

OUTSTANDING CERTIFICATES AND FRACTIONAL SHARES. 5.1 Forthwith following the Effective Time, Pembina and KML shall, subject to Section 5.2, (a) cause to be issued (i) to the KML Restricted Voting Shareholders, the number of Pembina Common Shares issuable in respect of the KML Restricted Voting Shares required by Section 3.1(e), and (ii) to the holders of Class B Units, the number of Pembina Common Shares issuable in respect of the Class B Units required by Section 3.1(g), and (b) cause to be paid to the KML Special Voting Shareholders, the aggregate KML Special Voting Share Consideration in respect of the KML Special Voting Shares required by Section 3.1(f). 5.2 Upon surrender to the Depositary (in respect of the KML Restricted Voting Shares) or Pembina (in respect of the KML Special Voting Shares and the Class B Units), as applicable, for cancellation of a certificate or certificates (as applicable) which, immediately prior to the Effective Time, represented outstanding KML Voting Shares or Class B Units, as the case may be, together with a duly completed and executed applicable Letter of Transmittal and such additional documents and instruments as the Depositary or Pembina, as applicable, may reasonably require, each KML Shareholder represented by such surrendered certificate(s) shall be entitled to receive in exchange therefor, and the Depositary or Pembina, as applicable shall deliver to such holder, the consideration which such holder has the right to receive under this Plan of Arrangement for such KML Voting Shares or Class B Units, as the case may be, less any amounts withheld pursuant to Section 3.2, and any certificate(s) so surrendered shall forthwith be cancelled. 5.3 Until deposited as contemplated by Section 5.2, each certificate that immediately prior to the Effective Time represented KML Voting Shares and Class B Units shall be deemed after the Effective Time to represent only the right to receive upon such deposit the consideration and other property to which the holders of such KML Voting Shares or Class B Units are entitled under the Arrangement, or as to those held by Dissenting KML Shareholders, other than those Dissenting KML Shareholders deemed to have participated in the Arrangement pursuant to Section 4.3, to receive the fair value of the KML Voting Shares or Class B Units, as applicable, represented by such certificates. Any such certificate formerly representing KML Voting Shares or Class B Units not duly surrendered on or before the last Business Day prior to the third anniversary of the Effective Date shall cease to represent a claim by or interest of any former KML Shareholder of any kind or nature against KML or Pembina. On such date, all consideration and other property to which such former holder was entitled shall be deemed to have been surrendered to KML or Pembina, as applicable. 5.4 No KML Shareholder shall be entitled to receive any consideration with respect to such KML Voting Shares or Class B Units, other than the consideration and other property to which such holder is entitled to receive under the Arrangement and, for greater certainty, no such holder will be entitled to receive any interest, dividend, premium or other payment in connection therewith. 5.5 If any certificate which immediately prior to the Effective Time represented an interest in outstanding KML Voting Shares or Class B Units, as applicable, that were exchanged pursuant to Section 3.1 has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to have been lost, stolen or destroyed, the Depositary (in respect of the KML Restricted Voting Shares) or Pembina (in respect of the KML Special Voting Shares and the Class B Units), as applicable, will issue and deliver in exchange for such lost, stolen or destroyed certificate the consideration and other property to which the holder is entitled pursuant to the Arrangement as determined in accordance with the Arrangement. The person who is entitled to receive such consideration and other property shall, as a condition precedent to the receipt thereof, give a bond satisfactory to Pembina and its transfer agent in such form as is satisfactory to Pembina and such transfer agent, or otherwise indemnify KML, Pembina and the transfer agent, to the reasonable satisfaction of such persons, against any claim that may be made against any of them with respect to the certificate alleged to have been lost, stolen or destroyed. 5.6 No certificates representing fractional Pembina Common Shares shall be issued under the Arrangement. In lieu of any fractional Pembina Common Shares, each registered KML Restricted Voting Shareholder or holder of Class B Units otherwise entitled to a fractional interest in Pembina Common Shares will receive the nearest whole number of Pembina Common Shares. For greater certainty, where such fractional interest is greater than or equal to 0.5, the number of Pembina Common Shares to be issued will be rounded up to the nearest whole number and where such fractional interest is less than 0.5, the number of Pembina Common Shares to be issued will be rounded down to the nearest whole number. In calculating such fractional interests, all KML Restricted Voting Shares or Class B Units registered in the name of or beneficially held by such holders thereof or their nominee shall be aggregated.

OUTSTANDING CERTIFICATES AND FRACTIONAL SHARES. 5.1 Forthwith following the Effective Time, Pembina and KML shall, subject to Section 5.2, (a) cause to be issued (i) to the KML Restricted Voting Shareholders, the number of Pembina Common Shares issuable in respect of the KML Restricted Voting Shares required by Section 3.1(e)3.1(j) or Section 3.1(i) if the Preferred Share Condition is satisfied prior to the Effective Time, and (ii) to the holders of Class B Units, the number of Pembina Common Shares issuable in respect of the Class B Units required by Section 3.1(g3.1(e), and ; (b) cause to be paid to the KML Special Voting Shareholders, the aggregate KML Special Voting Share Consideration in respect of the KML Special Voting Shares required by Section 3.1(f); and (c) if the Preferred Share Condition is satisfied prior to the Effective Time, cause to be issued the number of Pembina Exchange Preferred Shares issuable, in respect of the KML Preferred Shares required by Section 3.1(i) and cause the consideration to be paid as required by Section 3.1(g). 5.2 Upon surrender to the Depositary (in respect of the KML Restricted Voting Shares or the KML Preferred Shares) or Pembina (in respect of the KML Special Voting Shares and the Class B Units), as applicable, for cancellation of a certificate or certificates (as applicable) which, immediately prior to the Effective Time, represented outstanding KML Voting Shares or Shares, Class B UnitsUnits or KML Preferred Shares, as the case may be, together with a duly completed and executed applicable Letter of Transmittal and such additional documents and instruments as the Depositary or Pembina, as applicable, may reasonably require, each KML Voting Shareholder or KML Preferred Shareholder represented by such surrendered certificate(s) shall be entitled to receive in exchange therefor, and the Depositary or Pembina, as applicable shall deliver to such holder, the consideration which such holder has the right to receive under this Plan of Arrangement for such KML Voting Shares or Shares, Class B UnitsUnits or KML Preferred Shares, as the case may be, less any amounts withheld pursuant to Section 3.2, and any certificate(s) so surrendered shall forthwith be cancelled. 5.3 Until deposited as contemplated by Section 5.2, each certificate that immediately prior to the Effective Time represented KML Voting Shares and Shares, Class B Units or, if the Preferred Share Condition is satisfied prior to the Effective Time, KML Preferred Shares shall be deemed after the Effective Time to represent only the right to receive upon such deposit the consideration and other property to which the holders of such KML Voting Shares or Shares, Class B Units or KML Preferred Shares, as applicable, are entitled under the Arrangement, or as to those held by Dissenting KML Shareholders, other than those Dissenting KML Shareholders deemed to have participated in the Arrangement pursuant to Section 4.3, to receive the fair value of the KML Voting Shares or Shares, Class B UnitsUnits or KML Preferred Shares, as applicable, represented by such certificates. Any such certificate formerly representing KML Voting Shares or Shares, Class B Units and, if the Preferred Share Condition is satisfied prior to the Effective Time, KML Preferred Shares not duly surrendered on or before the last Business Day prior to the third anniversary of the Effective Date shall cease to represent a claim by or interest of any former KML Voting Shareholder or KML Preferred Shareholder, as applicable, of any kind or nature against KML KML, Pembina or PembinaPembina SubCo (if applicable). On such date, all consideration and other property to which such former holder was entitled shall be deemed to have been surrendered to KML KML, Pembina or PembinaPembina SubCo (if applicable), as applicable. 5.4 No KML Voting Shareholder or, if the Preferred Share Condition is satisfied prior to the Effective Time, KML Preferred Shareholder shall be entitled to receive any consideration with respect to such KML Voting Shares or Shares, Class B UnitsUnits or KML Preferred Shares, as applicable, other than the consideration and other property to which such holder is entitled to receive under the Arrangement and, for greater certainty, no such holder will be entitled to receive any interest, dividenddividend (other than as contemplated under the Arrangement), premium or other payment in connection therewith. 5.5 If any certificate which immediately prior to the Effective Time represented an interest in outstanding KML Voting Shares or Shares, Class B UnitsUnits or KML Preferred Shares, as applicable, that were exchanged pursuant to Section 3.1 has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to have been lost, stolen or destroyed, the Depositary (in respect of the KML Restricted Voting Shares and the KML Preferred Shares) or Pembina (in respect of the KML Special Voting Shares and the Class B Units), as applicable, will issue and deliver in exchange for such lost, stolen or destroyed certificate the consideration and other property to which the holder is entitled pursuant to the Arrangement as determined in accordance with the Arrangement. The person who is entitled to receive such consideration and other property shall, as a condition precedent to the receipt thereof, give a bond satisfactory to Pembina and its transfer agent in such form as is satisfactory to Pembina and such transfer agent, or otherwise indemnify KML, Pembina, Pembina SubCo (if applicable) and the transfer agent, to the reasonable satisfaction of such persons, against any claim that may be made against any of them with respect to the certificate alleged to have been lost, stolen or destroyed. 5.6 No certificates representing fractional Pembina Common Shares shall be issued under the Arrangement. In lieu of any fractional Pembina Common Shares, each registered KML Restricted Voting Shareholder or holder of Class B Units otherwise entitled to a fractional interest in Pembina Common Shares will receive the nearest whole number of Pembina Common Shares. For greater certainty, where such fractional interest is greater than or equal to 0.5, the number of Pembina Common Shares to be issued will be rounded up to the nearest whole number and where such fractional interest is less than 0.5, the number of Pembina Common Shares to be issued will be rounded down to the nearest whole number. In calculating such fractional interests, all KML Restricted Voting Shares or Class B Units registered in the name of or beneficially held by such holders a holder thereof or their nominee and its nominee(s) shall be aggregated.

OUTSTANDING CERTIFICATES AND FRACTIONAL SHARES. 5.1 Forthwith following the Effective Time, Pembina and KML The Purchaser shall, subject following receipt of the Final Order and prior to Section 5.2the filing by Crew of the Articles of Arrangement with the Registrar deposit, (a) or cause to be issued (i) deposited, with the Depositary an irrevocable treasury order authorizing the Depositary, to issue certificates representing the KML Restricted Voting Shareholders, aggregate amount of Share Consideration to which the number of Pembina Common Shares issuable Crew Shareholders are entitled in respect accordance with the terms of the KML Restricted Voting Shares required by Section 3.1(e), and (ii) to the holders of Class B Units, the number of Pembina Common Shares issuable in respect of the Class B Units required by Section 3.1(g), and (b) cause to be paid to the KML Special Voting Shareholders, the aggregate KML Special Voting Share Consideration in respect of the KML Special Voting Shares required by Section 3.1(f)Arrangement. 5.2 Upon surrender to The Depositary shall, as soon as practicable following the Depositary (in respect later of the KML Restricted Voting Shares) or Pembina (in respect of the KML Special Voting Shares Effective Date and the Class B Units), as applicable, for cancellation date of deposit by a certificate or certificates (as applicable) which, immediately prior to the Effective Time, represented outstanding KML Voting former holder of Crew Common Shares or Class B Units, as the case may be, together with of a duly completed and executed applicable Letter of Transmittal and Transmittal, either: (a) forward or cause to be forwarded or delivered to such additional documents and instruments as former holder at the address specified in the Letter of Transmittal; or (b) if requested by such holder in the Letter of Transmittal, make available or cause to be made available at the Depositary or Pembina, as applicable, may reasonably require, each KML Shareholder represented for pickup by such surrendered holder; the certificate(s) shall be for the Share Consideration which such former holder of Crew Common Shares is entitled to receive pursuant to the Arrangement, less any withholdings required in exchange therefor, and the Depositary or Pembina, as applicable shall deliver to such holder, the consideration which such holder has the right to receive under accordance with Section 5.8 of this Plan of Arrangement for such KML Voting Shares or Class B Units, as the case may be, less any amounts withheld pursuant to Section 3.2, and any certificate(s) so surrendered shall forthwith be cancelledArrangement. 5.3 Until deposited as contemplated by Section 5.2, each certificate that immediately prior to the Effective Time represented KML Voting Crew Common Shares and Class B Units shall be deemed after the Effective Time to represent only the right to receive upon such deposit the consideration and other property to which the holders of such KML Voting Crew Common Shares or Class B Units are entitled under the Arrangement, or as to those held by Dissenting KML Crew Shareholders, other than those Dissenting KML Crew Shareholders deemed to have participated in the Arrangement pursuant to Section 4.34.2, to receive the fair value of the KML Voting Crew Common Shares or Class B Units, as applicable, represented by such certificates. Any such certificate formerly representing KML Voting Crew Common Shares or Class B Units not duly surrendered on or before the last Business Day prior to the third anniversary of the Effective Date shall cease to represent a claim by or interest of any former KML Crew Shareholder of any kind or nature against KML Crew or PembinaPurchaser. On such date, all consideration and other property to which such former holder was entitled shall be deemed to have been surrendered and forfeited to KML Crew or PembinaPurchaser, as applicable, and the name of the former holder shall be removed from the register of holders of Purchaser Shares as applicable. 5.4 No KML Subject to Section 5.6, no Crew Shareholder shall be entitled to receive any consideration with respect to such KML Voting Crew Common Shares or Class B Units, other than the consideration and other property Share Consideration to which such holder is entitled to receive under the Arrangement and, for greater certainty, no such holder will be entitled to receive any interest, dividend, premium or other payment in connection therewith. 5.5 If any certificate which immediately prior to the Effective Time represented an interest in outstanding KML Voting Shares or Class B Units, as applicableCrew Common Shares, that were exchanged pursuant to Section 3.1 has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to have been lost, stolen or destroyed, the Depositary (in respect of the KML Restricted Voting Shares) or Pembina (in respect of the KML Special Voting Shares and the Class B Units), as applicable, will issue and deliver in exchange for such lost, stolen or destroyed certificate the consideration and other property to which the holder is entitled pursuant to the Arrangement as determined in accordance with the Arrangement. The person who is entitled to receive such consideration and other property shall, as a condition precedent to the receipt thereof, give a bond satisfactory to Pembina Purchaser and its transfer agent in such form as is satisfactory to Pembina Purchaser and such transfer agent, each acting reasonably, or otherwise indemnify KMLCrew, Pembina Purchaser and the transfer agent, to the reasonable satisfaction of such personsparties, against any claim that may be made against any of them with respect to the certificate alleged to have been lost, stolen or destroyed. 5.6 No dividend or other distribution declared or made after the Effective Time with respect to the Purchaser Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding Crew Common Shares unless and until the holder of such certificate shall have complied with the provisions of Section 5.2 or Section 5.5. Subject to Applicable Law, at the time of such compliance, there shall, in addition to the delivery of a certificate representing the Share Consideration to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such Share Consideration. 5.7 No certificates representing fractional Pembina Purchaser Shares or Crew Common Shares shall be issued under the Arrangement. In lieu of any fractional Pembina Purchaser Shares or Crew Common Shares, each registered KML Restricted Voting Crew Shareholder or holder of Class B Units otherwise entitled to a fractional interest in Pembina Purchaser Shares will receive the nearest whole number of Purchaser Shares and each holder of Crew Incentive Awards otherwise entitled to a fractional interest in Crew Common Shares will receive the nearest whole number of Pembina Crew Common Shares. For greater certainty, where such fractional interest is greater than or equal to 0.5, the number of Pembina Purchaser Shares or Crew Common Shares to be issued will be rounded up to the nearest whole number and where such fractional interest is less than 0.5, the number of Pembina Purchaser Shares or Crew Common Shares to be issued will be rounded down to the nearest whole number. 5.8 The Purchaser, Crew and the Depositary shall be entitled to deduct and withhold from any consideration otherwise payable to any former Crew Shareholder under this Plan of Arrangement, including from any amount payable to any Dissenting Crew Shareholder or any dividend or other distribution payable pursuant to Section 5.6 as the case may be, such amounts as the Purchaser, Crew or the Depositary are required to deduct and withhold from such consideration in accordance with the Tax Act or any other provision of any Applicable Law. In calculating Any such fractional interestsamounts shall be deducted and withheld from the consideration payable pursuant to this Plan of Arrangement and shall be treated for all purposes as having been paid to the former Crew Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate Governmental Authority. The Purchaser, Crew and the Depositary are hereby authorized to sell or otherwise dispose of such portion of the Share Consideration otherwise issuable to the holder as is necessary to provide sufficient funds to the Purchaser, Crew or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and the Purchaser, Crew or the Depositary shall notify the holder thereof and remit the applicable portion of the net proceeds of such sale to the appropriate Governmental Authority and shall remit to such holder any unapplied balance of the proceeds of such sale (after deducting applicable sale commissions and any other reasonable expenses relating thereto). To the extent that Share Consideration is so sold or disposed of, such withheld amounts, or such shares so sold or disposed of, shall be treated for all KML Restricted Voting purposes as having been issued to the holder in respect of which such sale or disposition was made, provided that such net proceeds of such sale or disposition, as the case may be, are actually remitted to the appropriate Governmental Authority. 5.9 For the purposes of this Article 5, any reference to "certificate" shall include evidence of registered ownership of the Crew Common Shares or Class B Units registered Purchaser Shares in an electronic book-entry system or direct registration system maintained by the name registrar and transfer agent of the Crew Common Shares or beneficially held by such holders thereof or their nominee the Purchaser Shares, as the case may be, and the provisions of this Article 5 shall be aggregatedread and construed (and where applicable, modified) to give effect to such interpretation.

OUTSTANDING CERTIFICATES AND FRACTIONAL SHARES. 5.1 Forthwith following the Effective Time, Pembina and KML shall, subject to Section 5.2, (a) cause to be issued (i) to the KML Restricted Voting Shareholders, the number Deposit of Pembina Common Shares issuable in respect of the KML Restricted Voting Shares required by Section 3.1(e), and (ii) to the holders of Class B Units, the number of Pembina Common Shares issuable in respect of the Class B Units required by Section 3.1(g), and (b) cause to be paid to the KML Special Voting Shareholders, the aggregate KML Special Voting Renewables Share Consideration in respect of the KML Special Voting Shares required by Section 3.1(f). 5.2 Upon surrender to the Depositary (in respect of the KML Restricted Voting Shares) or Pembina (in respect of the KML Special Voting Shares and the Class B Units)Renewables Cash Consideration TransAlta shall issue and deliver, as applicable, for cancellation of a certificate or certificates to the Depositary: (as applicablei) which, immediately prior to the Effective Time, represented outstanding KML Voting Shares or Class B Unitsan irrevocable treasury order authorizing the Depositary, as the case may beregistrar and transfer agent for the TransAlta Shares, together to issue certificates representing the aggregate number of TransAlta Shares to which the Renewables Shareholders are entitled in accordance with a duly completed the terms of the Arrangement; and executed applicable Letter (ii) no later than the Business Day immediately prior to the Effective Date, by way of Transmittal and such additional documents and instruments as wire transfer, certified cheque or bank draft, an amount equal to the Depositary or Pembina, as applicable, may reasonably require, each KML Shareholder represented by such surrendered certificate(s) shall be aggregate amount of the Renewables Cash Consideration that Renewables Shareholders are entitled to receive in exchange thereforaccordance with the terms of the Arrangement. 5.2 Delivery of Renewables Share Consideration and Renewables Cash Consideration by Depositary Promptly following the Effective Time, upon receipt of the treasury order and the Depositary or Pembina, as applicable shall deliver aggregate amount of Renewables Cash Consideration delivered by TransAlta pursuant to such holderSection 5.1, the consideration which such holder Depositary shall cause certificates representing TransAlta Shares and a cheque representing the aggregate Renewables Cash Consideration that a Renewables Shareholder has the right to receive under this Plan of the Arrangement for such KML Voting Shares or Class B Units, as the case may beRenewables Shares, less any amounts withheld pursuant to Section 3.2Article 6, to be forwarded to those Persons who have deposited with the Depositary the certificates for Renewables Shares, a duly completed and any certificate(s) so surrendered signed Letter of Transmittal and such documents and instruments as the Depositary may reasonably require. Such certificates and cheque shall, if elected by the Renewables Shareholder in the Letter of Transmittal, be held for pick-up at the noted offices of the Depositary and, in the absence of such election, shall forthwith be cancelled. 5.3 Until deposited as contemplated forwarded by Section 5.2first class mail, each certificate that immediately prior postage pre-paid, to the Effective Time represented KML Voting Shares Person and Class B Units shall be deemed after at the Effective Time to represent only the right to receive upon such deposit the consideration and other property to which the holders of such KML Voting Shares or Class B Units are entitled under the Arrangement, or as to those held by Dissenting KML Shareholders, other than those Dissenting KML Shareholders deemed to have participated address specified in the Arrangement relevant Letter of Transmittal or, if no address has been specified therein, at the address specified for the particular Renewables Shareholder in the register of Renewables Shareholders. Certificates mailed pursuant to Section 4.3, to receive the fair value of the KML Voting Shares or Class B Units, as applicable, represented by such certificates. Any such certificate formerly representing KML Voting Shares or Class B Units not duly surrendered on or before the last Business Day prior to the third anniversary of the Effective Date shall cease to represent a claim by or interest of any former KML Shareholder of any kind or nature against KML or Pembina. On such date, all consideration and other property to which such former holder was entitled shall hereto will be deemed to have been surrendered delivered at the time of delivery thereof to KML or Pembina, as applicable. 5.4 No KML Shareholder the post office. The cash deposited with the Depositary shall be entitled to receive held in an interest-bearing account, and any consideration with respect to interest earned on such KML Voting Shares or Class B Units, other than the consideration and other property to which such holder is entitled to receive under the Arrangement and, for greater certainty, no such holder will be entitled to receive any interest, dividend, premium or other payment in connection therewith. 5.5 If any certificate which immediately prior to the Effective Time represented an interest in outstanding KML Voting Shares or Class B Units, as applicable, that were exchanged pursuant to Section 3.1 has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to have been lost, stolen or destroyed, the Depositary (in respect of the KML Restricted Voting Shares) or Pembina (in respect of the KML Special Voting Shares and the Class B Units), as applicable, will issue and deliver in exchange for such lost, stolen or destroyed certificate the consideration and other property to which the holder is entitled pursuant to the Arrangement as determined in accordance with the Arrangement. The person who is entitled to receive such consideration and other property shall, as a condition precedent to the receipt thereof, give a bond satisfactory to Pembina and its transfer agent in such form as is satisfactory to Pembina and such transfer agent, or otherwise indemnify KML, Pembina and the transfer agent, to the reasonable satisfaction of such persons, against any claim that may be made against any of them with respect to the certificate alleged to have been lost, stolen or destroyed. 5.6 No certificates representing fractional Pembina Common Shares funds shall be issued under for the Arrangement. In lieu account of any fractional Pembina Common Shares, each registered KML Restricted Voting Shareholder or holder of Class B Units otherwise entitled to a fractional interest in Pembina Common Shares will receive the nearest whole number of Pembina Common Shares. For greater certainty, where such fractional interest is greater than or equal to 0.5, the number of Pembina Common Shares to be issued will be rounded up to the nearest whole number and where such fractional interest is less than 0.5, the number of Pembina Common Shares to be issued will be rounded down to the nearest whole number. In calculating such fractional interests, all KML Restricted Voting Shares or Class B Units registered in the name of or beneficially held by such holders thereof or their nominee shall be aggregatedTransAlta.

OUTSTANDING CERTIFICATES AND FRACTIONAL SHARES. 5.1 Forthwith following the Effective Time, Pembina and KML AmalCo shall, subject to Section 5.2, (a) cause to be issued (i) to the KML Restricted Voting IPL Shareholders, the number of Pembina Common Shares issuable in respect of the KML Restricted Voting IPL Common Shares required by Section 3.1(e), and (ii) to the holders of Class B Units, the number of Pembina Common Shares issuable in respect of the Class B Units required by Section 3.1(g), and (b) cause to be paid to the KML Special Voting Shareholders, the aggregate KML Special Voting Share Consideration in respect of the KML Special Voting Shares required by Section 3.1(f3.1(c). 5.2 Upon surrender to the Depositary (in respect of the KML Restricted Voting Shares) or Pembina (in respect of the KML Special Voting Shares and the Class B Units), as applicable, for cancellation of a certificate or certificates (as applicable) which, immediately prior to the Effective Time, represented outstanding KML Voting Shares or Class B Units, as the case may beIPL Common Shares, together with a duly completed and executed applicable Letter of Transmittal and such additional documents and instruments as the Depositary or Pembina, as applicable, may reasonably require, each KML IPL Shareholder represented by such surrendered certificate(s) shall be entitled to receive in exchange therefor, and the Depositary or Pembina, as applicable shall deliver to such holder, the consideration which such holder has the right to receive under this Plan of Arrangement for such KML Voting Shares or Class B Units, as the case may beIPL Common Shares, less any amounts withheld pursuant to Section 3.2, and any certificate(s) so surrendered shall forthwith be cancelled. 5.3 Until deposited with the Depositary (in the case of IPL Common Shares), as contemplated by Section 5.2, each certificate that immediately prior to the Effective Time represented KML Voting IPL Common Shares and Class B Units shall be deemed after the Effective Time to represent only the right to receive upon such deposit the consideration and other property to which the holders of such KML Voting IPL Common Shares or Class B Units are entitled under the Arrangement, or as to those held by Dissenting KML IPL Shareholders, other than those Dissenting KML IPL Shareholders deemed to have participated in the Arrangement pursuant to Section 4.3, to receive the fair value of the KML Voting IPL Common Shares or Class B Units, as applicable, represented by such certificates. Any such certificate formerly representing KML Voting IPL Common Shares or Class B Units not duly surrendered on or before the last Business Day prior to the third anniversary of the Effective Date shall cease to represent a claim by or interest of any former KML IPL Shareholder of any kind or nature against KML IPL, AmalCo or Pembina. On such date, all consideration and other property to which such former holder was entitled shall be deemed to have been surrendered to KML IPL, AmalCo or Pembina, as applicable. 5.4 No KML IPL Shareholder shall be entitled to receive any consideration with respect to such KML Voting IPL Common Shares or Class B Units, other than the consideration and other property to which such holder is entitled to receive under the Arrangement and, for greater certainty, no such holder will be entitled to receive any interest, dividend, premium or other payment in connection therewith. 5.5 If any certificate which immediately prior to the Effective Time represented an interest in outstanding KML Voting IPL Common Shares or Class B Units, as applicable, that were exchanged pursuant to Section 3.1 has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to have been lost, stolen or destroyed, the Depositary (in respect of the KML Restricted Voting Shares) or Pembina (in respect of the KML Special Voting Shares and the Class B Units), as applicable, will issue and deliver in exchange for such lost, stolen or destroyed certificate the consideration and other property to which the holder is entitled pursuant to the Arrangement as determined in accordance with the Arrangement. The person who is entitled to receive such consideration and other property shall, as a condition precedent to the receipt thereof, give a bond satisfactory to Pembina and its transfer agent in such form as is satisfactory to Pembina and such transfer agent, or otherwise indemnify KMLIPL, AmalCo, Pembina and the transfer agent, to the reasonable satisfaction of such persons, against any claim that may be made against any of them with respect to the certificate alleged to have been lost, stolen or destroyed. 5.6 No certificates representing fractional Pembina Common Shares shall be issued under the Arrangement. In lieu of any fractional Pembina Common Shares, each registered KML Restricted Voting IPL Shareholder or holder of Class B Units otherwise entitled to a fractional interest in Pembina Common Shares will receive the nearest whole number of Pembina Common Shares. For greater certainty, where such fractional interest is greater than or equal to 0.5, the number of Pembina Common Shares to be issued will be rounded up to the nearest whole number number, and where such fractional interest is less than 0.5, the number of Pembina Common Shares to be issued will be rounded down to the nearest whole number. In calculating such fractional interests, all KML Restricted Voting IPL Common Shares or Class B Units registered in the name of or beneficially held by such holders thereof or their nominee shall be aggregated.