Common use of Release of Escrowed Funds on Termination Clause in Contracts

Release of Escrowed Funds on Termination. If the Release Condition has not been satisfied at or prior to the Release Deadline, on the Release Deadline, the Trustee will forthwith (and, in any event, no later than the Termination Payment Time) return to each Special Warrantholder an amount equal to the Issue Price of each Special Warrant held by such Special Warrantholder plus its pro rata share of any Earnings. For greater certainty, a Special Warrantholder who has previously converted all or a portion of such holder’s Special Warrants pursuant to Section 4.1(a) shall not be entitled to receive any Earnings in respect of such Special Warrants so converted. In the event that the Escrowed Funds are not sufficient to fund the return to each Special Warrantholder of an amount equal to the Issue Price of each Special Warrant held by such Special Warrantholder plus its pro rata share of any Earnings on the Release Deadline, the Company will fund any such shortfall at the time of payment of the Escrowed Funds to the Special Warrantholders. Payment made in accordance with this Article 6 will be made in accordance with Section 6.8 hereof and the Trustee will mail such payment to such Special Warrantholders at their address last appearing on the register of the Special Warrants maintained by the Trustee. All Special Warrant Certificates representing Special Warrants in respect of which the aggregate Issue Price plus a pro rata share of any Earnings have been paid to the holder thereof will be deemed to have been cancelled as and from the Termination Payment Time and the Trustee will record the deemed cancellation of such Special Warrant Certificates on the register of the Special Warrants. Upon the Written Request of the Company, the Trustee will furnish the Company with a certificate identifying the Special Warrant Certificates deemed to have been cancelled. All Special Warrants represented by Special Warrant Certificates which have been deemed to have been cancelled pursuant to this Section 6.5 will be without further force and effect whatsoever.

Release of Escrowed Funds on Termination. If (1) In the event that a Termination Notice is delivered to the Subscription Receipt Agent and the Lead Agent, and the Corporation advises the Lead Agent or announces to the public that it does not intend to satisfy the Escrow Release Condition has not been satisfied Conditions at or prior to before the Escrow Release Deadline, on or the Escrow Release Notice is not delivered to the Subscription Receipt Agent at or before the Escrow Release Deadline, each Subscription Receipt shall, subject to Section 6.4(4) hereof, be terminated and cancelled by the Trustee will forthwith Subscription Receipt Agent as of the Termination Time and each Subscription Receiptholder shall thereafter have no rights thereunder except that the Escrowed Funds (plus accrued interest earned thereon) shall be returned to Subscription Receiptholders on a pro rata basis, less applicable withholding taxes, if any. To the extent that the Escrowed Funds (plus accrued interest earned thereon) are not sufficient to refund the aggregate Offering Price paid by the Subscription Receiptholders, the Corporation shall be responsible and liable to contribute such amounts as are necessary to satisfy any shortfall as set out in this Section 6.4. (2) The obligation to make the payment of the amounts specified in Section 6.4(1) hereof shall be satisfied, in the case of CDS Subscription Receipts, by wire transfer of immediately available funds made by the Subscription Receipt Agent to the Depository or otherwise by the Subscription Receipt Agent mailing cheques made payable to the Subscription Receiptholders at their registered addresses. (3) If the Termination Time occurs, the Corporation hereby covenants and agrees that it shall within two (2) Business Days of the Termination Date, provide the Subscription Receipt Agent with the full amount of any shortfall between the aggregate Offering Price paid by Subscription Receiptholders and the amount of the Escrowed Funds (plus accrued interest thereon), for purposes of distribution to the Subscription Receiptholders in accordance with Section 6.4(1) hereof. (4) Upon receipt of a wire transfer or the delivery of any cheque as provided in Section 6.4(2) hereof (and, in any eventthe case of a cheque, no later than provided such cheque has been honoured for payment, if presented for payment within six months of the Termination Payment Timedate thereof) return to each Special Warrantholder an amount equal to all rights evidenced by the Issue Price of each Special Warrant Subscription Receipts held by a Subscription Receiptholder shall be satisfied and such Special Warrantholder plus its pro rata share Subscription Receipts shall be void and of any Earnings. For greater certainty, a Special Warrantholder who has previously converted all no value or a portion of such holder’s Special Warrants pursuant to Section 4.1(a) shall not be entitled to receive any Earnings in respect of such Special Warrants so converted. In the event that the Escrowed Funds are not sufficient to fund the return to each Special Warrantholder of an amount equal to the Issue Price of each Special Warrant held by such Special Warrantholder plus its pro rata share of any Earnings on the Release Deadline, the Company will fund any such shortfall at the time of payment of the Escrowed Funds to the Special Warrantholders. Payment made in accordance with this Article 6 will be made in accordance with Section 6.8 hereof and the Trustee will mail such payment to such Special Warrantholders at their address last appearing on the register of the Special Warrants maintained by the Trustee. All Special Warrant Certificates representing Special Warrants in respect of which the aggregate Issue Price plus a pro rata share of any Earnings have been paid to the holder thereof will be deemed to have been cancelled as and from the Termination Payment Time and the Trustee will record the deemed cancellation of such Special Warrant Certificates on the register of the Special Warrants. Upon the Written Request of the Company, the Trustee will furnish the Company with a certificate identifying the Special Warrant Certificates deemed to have been cancelled. All Special Warrants represented by Special Warrant Certificates which have been deemed to have been cancelled pursuant to this Section 6.5 will be without further force and effect whatsoevereffect.

Release of Escrowed Funds on Termination. If On the Release Condition has not been satisfied at or prior to the Release Deadline, on the Release Deadlineoccurrence of a Termination Event, the Trustee will shall forthwith (and, in any event, no later than the Termination Payment Time) return to each Special Warrantholder an amount equal to such holder the Issue Price of each Special Warrant held by such Special Warrantholder plus its pro rata share of any Earnings. For greater certainty, a Special Warrantholder who has previously converted all or a portion of such holderSubscription Receiptholder’s Special Warrants pursuant to Section 4.1(a) shall not be entitled to receive any Earnings in respect of such Special Warrants so convertedEscrowed Funds. In the event that the Escrowed Funds are not sufficient to fund the return Subscription Receiptholder’s Escrowed Funds payable to each Special Warrantholder of an amount equal to the Issue Price of each Special Warrant held by such Special Warrantholder plus its pro rata share of any Earnings on the Release Deadlineall Subscription Receiptholders, the Company will Corporation shall fund any such shortfall at the time of payment of the Escrowed Funds to the Special WarrantholdersSubscription Receiptholders. Payment made in accordance with this Article 6 will VI shall be made in accordance with Section 6.8 6.7 hereof and the Trustee will shall mail such payment to such Special Warrantholders Subscription Receiptholders at their address last appearing on the register of the Special Warrants Subscription Receipts maintained by the Trustee. All Special Warrant Subscription Receipt Certificates representing Special Warrants Subscription Receipts in respect of which the aggregate Issue Price plus a pro rata share of any Earnings Subscription Receiptholder’s Escrowed Funds have been paid to the holder thereof will Subscription Receiptholders shall be deemed to have been cancelled as and from the Termination Payment Time and the Trustee will shall record the deemed cancellation of such Special Warrant Subscription Receipt Certificates on the register of the Special WarrantsSubscription Receipts. Upon the Written Request of the Company, the The Trustee will shall furnish the Company Corporation with a certificate identifying the Special Warrant Subscription Receipt Certificates deemed to have been cancelled. All Special Warrants Subscription Receipts represented by Special Warrant Subscription Receipt Certificates which have been deemed to have been cancelled pursuant to this Section 6.5 will 6.4 shall be without further force and effect whatsoever.