Common use of Payment in Respect of Excess Subscription Receipts Clause in Contracts

Payment in Respect of Excess Subscription Receipts. (a) If a Receiptholder is entitled to payment in respect of Excess Subscription Receipts in accordance with Section 5.8(b), then: (i) the Corporation shall forthwith following the Excess Common Share Final Approval Date notify the Subscription Receipt Agent thereof; (ii) the Receiptholder’s subscription for, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share evidenced by each Excess Subscription Receipt, shall be automatically cancelled immediately prior to the Acquisition Closing Time and each Receiptholder shall be entitled to receive only, no later than on the third Business Day following the Acquisition Closing Date: (A) a payment in the amount of $134.50 in respect of each of such holder’s Excess Subscription Receipts; and (B) such holder's pro rata portion of the aggregate of any Earned Interest relating thereto, less applicable withholding taxes; and (iii) if the Escrowed Funds in the Subscription Proceeds Account are not sufficient to meet the payment required by Section 3.4(a)(ii), the Subscription Receipt Agent shall only make payments under Section 3.4(a)(ii) to the extent of the monies available in the Subscription Proceeds Account in accordance with Section 3.4(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation pursuant to Section 3.6. The Subscription Receipt Agent agrees to cause any amounts payable to the holders of Subscription Receipts pursuant to this Section 3.4 to be paid no later than the third Business Day following the Acquisition Closing Date. (b) The obligation to make the payment of the amounts specified in Section 3.4(a)(ii) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of all payments in excess of $25,000,000 (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) by the use of the LVTS, to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.4(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to pay the amounts specified in Section 3.4(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholders. (c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.4(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority. (d) Upon the mailing or delivery of any cheque, wire transfer or LVTS as provided in Section 3.4(b) (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.4(a)(ii) has been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.

Payment in Respect of Excess Subscription Receipts. (a) If a Receiptholder is entitled to payment in respect of Excess Subscription Receipts in accordance with Section 5.8(b), then: (i) the Corporation shall forthwith following the Excess Common Share Final Approval Date notify the Subscription Receipt Agent thereof; (ii) the Receiptholder’s subscription for, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share evidenced by each Excess Subscription Receipt, shall be automatically cancelled immediately prior to the Acquisition Closing Time and each Receiptholder shall be entitled to receive only, no later than on the third Business Day following the Acquisition Closing Date: (A) a payment in the amount of $134.50 in respect of each of such holder’s Excess Subscription Receipts; and (B) such holder's pro rata portion of the aggregate of any Earned Interest relating thereto, less applicable withholding taxestaxes having regard to Section 3.4(c); and (iii) if the Escrowed Funds in the Subscription Proceeds Account are not sufficient to meet the payment required by Section 3.4(a)(ii), the Subscription Receipt Agent shall only make payments under Section 3.4(a)(ii) to the extent of the monies available in the Subscription Proceeds Account in accordance with Section 3.4(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation pursuant to Section 3.6. The Subscription Receipt Agent agrees to cause any amounts payable to the holders of Subscription Receipts pursuant to this Section 3.4 to be paid no later than the third Business Day following the Acquisition Closing Date. (b) The obligation to make the payment of the amounts specified in Section 3.4(a)(ii) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of all payments in excess of $25,000,000 (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) by the use of the LVTS, to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.4(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to pay the amounts specified in Section 3.4(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholders. (c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.4(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority. (d) Upon the mailing or delivery of any cheque, wire transfer or LVTS as provided in Section 3.4(b) (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.4(a)(ii) has been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.

Payment in Respect of Excess Subscription Receipts. (a) If a Receiptholder is entitled to payment in respect of Excess Subscription Receipts in accordance with Section 5.8(b), then: (i) the Corporation shall forthwith following the Excess Common Share Final Approval Date notify the Subscription Receipt Agent thereof; (ii) the Receiptholder’s subscription for, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share evidenced by each Excess Subscription Receipt, shall be automatically cancelled immediately prior to the Acquisition Closing Time and each Receiptholder shall be entitled to receive only, no later than on the third Business Day following the Acquisition Closing Date: (A) a payment in the amount of $134.50 in respect of each of such holderxxxxxx’s Excess Subscription Receipts; and (B) such holder's pro rata portion of the aggregate of any Earned Interest relating thereto, less applicable withholding taxes; and (iii) if the Escrowed Funds in the Subscription Proceeds Account are not sufficient to meet the payment required by Section 3.4(a)(ii), the Subscription Receipt Agent shall only make payments under Section 3.4(a)(ii) to the extent of the monies available in the Subscription Proceeds Account in accordance with Section 3.4(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation pursuant to Section 3.6. The Subscription Receipt Agent agrees to cause any amounts payable to the holders of Subscription Receipts pursuant to this Section 3.4 to be paid no later than the third Business Day following the Acquisition Closing Date. (b) The obligation to make the payment of the amounts specified in Section 3.4(a)(ii) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of all payments in excess of $25,000,000 (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) by the use of the LVTS, to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.4(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to pay the amounts specified in Section 3.4(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholders. (c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.4(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority. (d) Upon the mailing or delivery of any cheque, wire transfer or LVTS as provided in Section 3.4(b) (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.4(a)(ii) has been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.