Common use of REDEMPTION OF EXCHANGEABLE SHARES Clause in Contracts

REDEMPTION OF EXCHANGEABLE SHARES. 6.1 Subject to applicable law, and if CDN2 does not exercise the Redemption Call Right, the Company shall on the Automatic Redemption Date redeem the whole of the then outstanding Exchangeable Shares for an amount per share equal to (a) the Current Market Price multiplied by the Current Parent Common Share Equivalent, in each case determined on the last business day prior to the Automatic Redemption Date, which shall be satisfied in full in respect of all of the Exchangeable Shares held by each holder of Exchangeable Shares by the Company causing to be delivered to such holder such whole number of Parent Common Shares as is equal to the product obtained by multiplying the number of such Exchangeable Shares by the Current Parent Common Share Equivalent (together with an amount in lieu of any fractional Parent Common Share resulting from such calculation payable in accordance with section 9.4), plus (b) the aggregate of all declared and unpaid dividends thereon up to the Automatic Redemption Date (collectively the "Redemption Price"). 6.2 In any case of a redemption of Exchangeable Shares under this Article 6, the Company shall, at least 75 days before the Automatic Redemption Date, send or cause to be sent to each holder of Exchangeable Shares a notice in writing of the redemption by the Company or the purchase by CDN2 under the Redemption Call Right, as the case may be, of the Exchangeable Shares held by such holder. Such notice shall set out the formula for determining the Redemption Price or the Redemption Call Purchase Price, as the case may be, the Automatic Redemption Date and, if applicable, particulars of the Redemption Call Right. 6.3 On or after the Automatic Redemption Date and subject to the exercise by CDN2 of the Redemption Call Right, the Company shall cause to be delivered to the holders of the Exchangeable Shares the Redemption Price for each such Exchangeable Share upon presentation and surrender at any office of the Transfer Agent of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BC Company Act and the articles of the Company and such additional documents and instruments as the Transfer Agent may reasonably require. Payment of the total Redemption Price for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Company or by holding for pick up by the holder at the registered office of the Company or at any office of the Transfer Agent as may be specified by the Company in such notice, on behalf of the Company of certificates representing the Parent Common Shares to be delivered to the holder in payment of the Redemption Price (or the portion thereof payable in Parent Common Shares, as the case may be) (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any Liens) and a cheque of the Company payable at par at any branch of the bankers of the Company in respect of any fractional Parent Common Share and all declared and unpaid dividends comprising part of the total Redemption Price (or, if any of such dividends are payable in property, such property or property of the economic equivalent thereof). On and after the Automatic Redemption Date, the holders of the Exchangeable Shares called for redemption shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive the total Redemption Price for their Exchangeable Shares, unless payment of the total Redemption Price for such Exchangeable Shares shall not be made upon presentation and surrender of certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Redemption Price has been paid in the manner hereinbefore provided. The Company shall have the right at any time to deposit or cause to be deposited the total Redemption Price of the Exchangeable Shares so called for redemption, or of such of the said Exchangeable Shares represented by certificates that have not at the date of such deposit been surrendered by the holders thereof in connection with such redemption, in a custodial account with any chartered bank or trust company in Canada named in such notice. Upon the later of such deposit being made and the Automatic Redemption Date, the Exchangeable Shares in respect whereof such deposit shall have been made shall be redeemed and the rights of the holders thereof after such deposit or Automatic Redemption Date, as the case may be, shall be limited to receiving the total Redemption Price for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Redemption Price, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Common Shares delivered to them.

REDEMPTION OF EXCHANGEABLE SHARES. 6.1 Subject to applicable law, law and if CDN2 Sonic does not exercise the Redemption Call Right, the Company Corporation shall on the Automatic Redemption Date redeem the whole of the then outstanding Exchangeable Shares for an amount per share equal to (a) the Current Market Price multiplied by the Current Parent Sonic Common Share Equivalent, in each case determined on the last business day prior to the Automatic Redemption Date, which shall be satisfied in full in respect of all of the Exchangeable Shares held by each holder of Exchangeable Shares by the Company Corporation causing to be delivered to such holder such whole number of Parent Sonic Common Shares as is equal to the product obtained by multiplying the number of such Exchangeable Shares by the Current Parent Sonic Common Share Equivalent (together with an amount in lieu of any fractional Parent Sonic Common Share resulting from such calculation payable in accordance with section 9.4), plus (b) the aggregate of all declared and unpaid dividends thereon up to the Automatic Redemption Date (collectively the "Redemption Price"). 6.2 In any case of a redemption of Exchangeable Shares under this Article 6, the Company shall, at least 75 days before the Automatic Redemption Date, send or cause to be sent to each holder of Exchangeable Shares a notice in writing of the redemption by the Company or the purchase by CDN2 under the Redemption Call Right, as the case may be, of the Exchangeable Shares held by such holder. Such notice shall set out the formula for determining the Redemption Price or the Redemption Call Purchase Price, as the case may be, the Automatic Redemption Date and, if applicable, particulars of the Redemption Call Right. 6.3 On or after the Automatic Redemption Date and subject to the exercise by CDN2 Sonic of the Redemption Call Right, the Company Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Redemption Price for each such Exchangeable Share upon presentation and surrender at any office of the Transfer Agent of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BC Company Act OBCA and the articles by-laws of the Company Corporation and such additional documents and instruments as the Transfer Agent may reasonably require. Payment of the total Redemption Price for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Company Corporation or by holding for pick up by the holder at the registered office of the Company Corporation or at any office of the Transfer Agent as may be specified by the Company Corporation in such notice, on behalf of the Company Corporation of certificates representing the Parent Sonic Common Shares to be delivered to the holder in payment of the Redemption Price (or the portion thereof payable in Parent Sonic Common Shares, as the case may be) (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any Liens) and a cheque of the Company Corporation payable at par at any branch of the bankers of the Company Corporation in respect of any fractional Parent Sonic Common Share and all declared and unpaid dividends comprising part of the total Redemption Price (or, if any of such dividends are payable in property, such property or property of the economic equivalent thereofproperty). On and after the Automatic Redemption Date, the holders of the Exchangeable Shares called for redemption shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive the total Redemption Price for their Exchangeable Shares, unless payment of the total Redemption Price for such Exchangeable Shares shall not be made upon presentation and surrender of certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Redemption Price has been paid in the manner hereinbefore hereinafter provided. The Company Corporation shall have the right at any time to deposit or cause to be deposited the total Redemption Price of the Exchangeable Shares so called for redemption, or of such of the said Exchangeable Shares represented by certificates that have not at the date of such deposit been surrendered by the holders thereof in connection with such redemption, in a custodial account with any chartered bank or trust company in Canada named in such notice. Upon the later of such deposit being made and the Automatic Redemption Date, the Exchangeable Shares in respect whereof such deposit shall have been made shall be redeemed and the rights of the holders thereof after such deposit or Automatic Redemption Date, as the case may be, shall be limited to receiving the total Redemption Price for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Redemption Price, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Sonic Common Shares delivered to them.

REDEMPTION OF EXCHANGEABLE SHARES. 6.1 Subject to applicable law, law and if CDN2 Applied does not exercise the Redemption Call Right, the Company Corporation shall on the Automatic Redemption Date redeem the whole of the then outstanding Exchangeable Shares for an amount per share equal to (a) the Current Market Price multiplied by the Current Parent Applied Common Share Stock Equivalent, in each case determined on the last business day prior to the Automatic Redemption Date, which shall be satisfied in full in respect of all of the an Exchangeable Shares held by each holder of Exchangeable Shares Share by the Company Corporation causing to be delivered to such a holder such whole number of Parent shares of Applied Common Shares Stock as is equal to the product obtained by multiplying the number of such Exchangeable Shares by the Current Parent Applied Common Share Equivalent (together with an amount in lieu of any fractional Parent Common Share resulting from such calculation payable in accordance with section 9.4)Stock Equivalent, plus (b) the aggregate of all declared and unpaid dividends thereon up to the Automatic Redemption Date (collectively the "Redemption Price"). 6.2 In ) (provided that if the record date for any case of a redemption of Exchangeable Shares under this Article 6, the Company shall, at least 75 days before such declared and unpaid dividends occurs on or after the Automatic Redemption Date, send or cause to be sent to each holder of Exchangeable Shares a notice in writing of the redemption by the Company or the purchase by CDN2 under the Redemption Call Right, as the case may be, of the Exchangeable Shares held by such holder. Such notice shall set out the formula for determining the Redemption Price or the Redemption Call Purchase Price, as the case may be, the Automatic Redemption Date and, if applicable, particulars of the Redemption Call Rightshall not include such declared and unpaid dividends) without interest. 6.3 6.2 On or after the Automatic Redemption Date and subject to the exercise by CDN2 Applied of the Redemption Call Right, the Company Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Redemption Price for each such Exchangeable Share upon presentation and surrender at any office of the Transfer Agent of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BC Company Act OBCA and the articles by-laws of the Company Corporation and such additional documents and instruments as the Transfer Agent may reasonably require. Payment of the total Redemption Price for such all of the Exchangeable Shares held by a holder shall be made by delivery to each such holder, at the address of the holder recorded in the securities register of the Company Corporation or by holding for pick up by the holder at the registered office of the Company Corporation or at any office of the Transfer Agent as may be specified by the Company Corporation in such notice, on behalf of the Company Corporation of certificates representing the Parent shares of Applied Common Shares Stock to be delivered to the holder in payment of the Redemption Price for all of the Exchangeable Shares held by such holder (or the portion thereof payable in Parent Applied Common SharesStock, as the case may be) (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any Liensliens) and a cheque of the Company Corporation payable at par at any branch of the bankers of the Company Corporation in respect of any fractional Parent Common Share and all declared and unpaid dividends comprising part of the total Redemption Price for all of the Exchangeable Shares held by such holder (or, if any of such dividends are payable in property, such property or property of the economic equivalent thereofproperty). On and after the Automatic Redemption Date, the holders of the Exchangeable Shares called for redemption shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive the total Redemption Price for their Exchangeable Shares, unless payment of the total Redemption Price for such Exchangeable Shares shall not be made upon presentation and surrender of certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Redemption Price for such shares has been paid in the manner hereinbefore hereinafter provided. The Company Corporation shall have the right at any time to deposit or cause to be deposited the total Redemption Price of the Exchangeable Shares so called for redemption, or of such of the said Exchangeable Shares represented by certificates that have not at the date of such deposit been surrendered by the holders thereof in connection with such redemption, in a custodial account with any chartered bank or trust company in Canada named in such notice. Upon the later of such deposit being made and the Automatic Redemption Date, the Exchangeable Shares in respect whereof such deposit shall have been made shall be redeemed and the rights of the holders thereof after such deposit or Automatic Redemption Date, as the case may be, shall be limited to receiving the total Redemption Price for such Exchangeable Shares so depositedShares, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Redemption Price, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Applied Common Shares Stock delivered to them.

REDEMPTION OF EXCHANGEABLE SHARES. 6.1 Subject to applicable law, and if CDN2 Parent does not exercise the Redemption Call Right, the Company shall shall, subject to the provisions of Sections 6.4 and 6.5 hereof, on the Automatic Redemption Date redeem the whole of the then outstanding Exchangeable Shares for an amount per share equal to (a) the Current Market Price multiplied by the Current Parent Common Share Equivalent, in each case determined on the last business day prior to the Automatic Redemption Date, which shall be satisfied in full in respect of all of the Exchangeable Shares held by each holder of Exchangeable Shares by the Company causing to be delivered to such holder such whole number of shares of Parent Common Shares Stock as is equal to the product obtained by multiplying the number of such Exchangeable Shares by the Current Parent Common Share Equivalent (together with an amount in lieu of any fractional share of Parent Common Share Stock resulting from such calculation payable in accordance with section 9.4), plus (b) the aggregate of all declared and unpaid dividends thereon up to the Automatic Redemption Date (collectively the "Redemption Price"). 6.2 In any case of a redemption of Exchangeable Shares under this Article 6, the Company shall, at least 75 days before the Automatic Redemption Date, send or cause to be sent to each holder of Exchangeable Shares a notice in writing of the redemption by the Company or the purchase by CDN2 Parent under the Redemption Call Right, as the case may be, of the Exchangeable Shares held by such holder. Such notice shall set out the formula for determining the Redemption Price or the Redemption Call Purchase Price, as the case may be, the Automatic Redemption Date and, if applicable, particulars of the Redemption Call Right.. Upon receipt of such notice of redemption from the Company, each holder of Exchangeable Shares shall, within fifteen (15) days after receipt of such notice, execute and deliver to the Company a certificate in the form attached hereto as SCHEDULE B. 6.3 On or after the Automatic Redemption Date and subject to the exercise by CDN2 Parent of the Redemption Call Right, the Company shall cause to be delivered to the holders of the Exchangeable Shares the Redemption Price for each such Exchangeable Share upon presentation and surrender at any office of the Transfer Agent of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BC Company Act and the articles of the Company and such additional documents and instruments as the Transfer Agent may reasonably require. Payment of the total Redemption Price for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Company or by holding for pick up by the holder at the registered office of the Company or at any office of the Transfer Agent as may be specified by the Company in such notice, on behalf of the Company of certificates representing the shares of Parent Common Shares Stock to be delivered to the holder in payment of the Redemption Price (or the portion thereof payable in shares of Parent Common SharesStock, as the case may be) (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any Liens) and a cheque of the Company payable at par at any branch of the bankers of the Company in respect of any fractional share of Parent Common Share Stock and all declared and unpaid dividends comprising part of the total Redemption Price (or, if any of such dividends are payable in property, such property or property of the economic equivalent thereof). On and after the Automatic Redemption Date, the holders of the Exchangeable Shares called for redemption shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive the total Redemption Price for their Exchangeable Shares, unless payment of the total Redemption Price for such Exchangeable Shares shall not be made upon presentation and surrender of certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Redemption Price has been paid in the manner hereinbefore provided. The Company shall have the right at any time to deposit or cause to be deposited the total Redemption Price of the Exchangeable Shares so called for redemption, or of such of the said Exchangeable Shares represented by certificates that have not at the date of such deposit been surrendered by the holders thereof in connection with such redemption, in a custodial account with any chartered bank or trust company in Canada named in such notice. Upon the later of such deposit being made and the Automatic Redemption Date, the Exchangeable Shares in respect whereof such deposit shall have been made shall be redeemed and the rights of the holders thereof after such deposit or Automatic Redemption Date, as the case may be, shall be limited to receiving the total Redemption Price for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Redemption Price, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the shares of Parent Common Shares Stock delivered to them. 6.4 Notwithstanding anything expressed or implied in this Article 6 to the contrary, the Company shall not be obligated to redeem any Exchangeable Shares pursuant to this Article 6 if such redemption would violate, or cause the Parent to violate, applicable federal, state or provincial securities laws of the United States or Canada. In the event that the Securities Act would require, as a condition precedent to any such redemption by the Company, that the shares of Parent Common Stock to be issued in connection with such redemption be registered under the Securities Act (and that no exemption is then available from such registration requirement), then Parent shall file a registration statement on Form S-3 with the United States Securities and Exchange Commission covering such shares of Parent Common Stock to be issued. 6.5 Notwithstanding anything expressed or implied in this Article 6 to the contrary, the Company shall not be obligated to redeem any Exchangeable Shares if the holder of such Exchangeable Shares has not reasonably satisfied the Company that such holder is not a Non-Resident Person, unless such holder has, prior to such redemption, provided the Company with a Clearance Certificate having a Certificate Limit not less than the fair market value of the shares of Parent Common Stock to be issued in connection with such redemption, which fair market value shall be calculated as of the time of such purchase; but the Company may, at its election, (i) redeem such Retracted Shares, (ii) withhold the shares of Parent Common Stock that the Company would otherwise be required to deliver in connection with such redemption (the "Section 6.5 Withheld Parent Common Stock"), (iii) sell any Section 6.5 Withheld Parent Common Stock and remit such portion of the sale proceeds to the Receiver General for Canada as may be required to fulfil any obligation pursuant to subsection 116(5) of the Income Tax Act and (iv) deliver the remaining Section 6.5 withheld Parent Common Stock to the applicable holder.