Common use of ROLE, RESPONSIBILITY AND DUTIES OF THE VOTING DEPOSITORY Clause in Contracts

ROLE, RESPONSIBILITY AND DUTIES OF THE VOTING DEPOSITORY. 2.1 The Voting Depository’s role and responsibility is to acquire, hold and dispose of Special Voting Shares, to issue DRs for the Special Voting Shares it holds and to exercise the rights attached to the Special Voting Shares it holds, including the Voting Rights, all in connection with the Founders High Voting Plan and subject to and in accordance with the Voting Depository Articles, the Terms and this Agreement. 2.2 The Voting Depository shall at all times comply with the Voting Depository Articles, the Company Articles and the Terms, and any failure by the Voting Depository to timely perform any of its obligations thereunder is deemed to constitute a default under this Agreement unless such default is caused by the Company not timely issuing or transferring, as the case may be, the required number of Special Voting Shares to the Voting Depository in accordance with this Agreement. 2.3 The Voting Depository shall timely pay its due, payable and undisputed debts to third parties and shall comply in all material respects with applicable laws, rules and agreements entered into by the Voting Depository with any third parties. The Voting Depository shall promptly notify the Company of any dispute the Voting Depository is involved in and of any threatened claim brought against or made by the Voting Depository. 2.4 The Company’s prior approval is required for resolutions of the Voting Depository’s board of directors concerning the following matters: a. any amendment to the Voting Depository Articles and/or the Terms; b. the entering into of a merger or demerger or any other corporate reorganization involving the Voting Depository; c. the application for the Voting Depository’s bankruptcy or suspension of payments; and d. the Voting Depository’s dissolution. 2.5 Any failure by the Voting Depository to fully and timely perform any of its obligations hereunder will cause irreparable injury to the Company and the Founding Shareholders for which damages would not provide an adequate remedy. The Company and each of the Founding Shareholders is entitled to claim specific performance (nakoming) in addition to, and not in lieu of, any other rights and remedies available to the Company and the Founding Shareholders under applicable law.