Common use of Qualifying Holdco Alternative Clause in Contracts

Qualifying Holdco Alternative. (a) Subject to receipt of any required Regulatory Approvals, the Purchaser will permit any Xxxx Family Shareholder (each, a “Qualifying Holdco Shareholder”) that, (I) is resident in Canada for purposes of the Tax Act (including a partnership if all of the members of the partnership are resident in Canada), (II) is not exempt from tax under Part I of the Tax Act, (III) is the registered owner of Company Participating Shares as of the Business Day immediately following the Company Meeting, and (IV) elects in respect of all of such Company Participating Shares, by notice in writing provided to the Purchaser (or the Depositary) not later than 5:00 p.m. (Toronto time) on the later of (x) the 15th Business Day prior to the Effective Date and (y) the Business Day immediately following the Company Meeting (the “Holdco Election Date”), to transfer all of the Company Participating Shares owned by the Qualifying Holdco Shareholder to a corporation (“Qualifying Holdco”) and sell all of the issued shares received from that Qualifying Holdco, the terms and conditions of which shares shall be determined in consultation with the Purchaser, that meets the conditions described below (the “Holdco Alternative”):

Qualifying Holdco Alternative. (a) Subject to receipt of any required Regulatory Approvals, the Purchaser will permit any Xxxx Shaw Family Shareholder (each, a “Qualifying Holdco Shareholder”) that, (I) is resident in Canada for purposes of the Tax Act (including a partnership if all of the members of the partnership are resident in Canada), (II) is not exempt from tax under Part I of the Tax Act, (III) is the registered owner of Company Participating Shares as of the Business Day immediately following the Company Meeting, and (IV) elects in respect of all of such Company Participating Shares, by notice in writing provided to the Purchaser (or the Depositary) not later than 5:00 p.m. (Toronto time) on the later of (x) the 15th Business Day prior to the Effective Date and (y) the Business Day immediately following the Company Meeting (the “Holdco Election Date”), to transfer all of the Company Participating Shares owned by the Qualifying Holdco Shareholder to a corporation (“Qualifying Holdco”) and sell all of the issued shares received from that Qualifying Holdco, the terms and conditions of which shares shall be determined in consultation with the Purchaser, that meets the conditions described below (the “Holdco Alternative”):