Common use of Sale Rights Clause in Contracts

Sale Rights. If an Insolvency Event occurs at any time during the Special Retraction Period, then each Shareholder shall be entitled (such entitlement referred to herein as the "SALE RIGHT") for a period of ten Business Days commencing upon the date of such Insolvency Event, to require TCP to purchase all, but not less than all, of the Exchangeable Shares owned by such Shareholder for a purchase price per share equal to $23.46463 (the "PER SHARE PRICE") and payment of the Per Share Price shall be deferred in accordance with the terms of the Purchase Note and evidenced by TCP issuing and delivering a Purchase Note to such holder in the principal amount equal to the Per Share Price multiplied by the number of Exchangeable Shares owned by such holder. To effect such Sale Right, the holder shall provide written notice to TCP of his or her intention to exercise the Sale Right and shall forthwith thereafter deliver to TCP the certificate or certificates representing all of the Exchangeable Shares which the holder owns, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BUSINESS CORPORATIONS ACT (Alberta) and the by-laws of TIS and such additional documents and instruments as TCP may reasonably require. For greater certainty, TCP shall not be required to purchase Exchangeable Shares and issue a Purchase Note to any particular Shareholder if a Special Retraction Note or Special TCP Note has already been issued to such Shareholder. In the event that the holder has surrendered to TIS such certificate or certificates pursuant to the exercise of such holder's Special Retraction Rights and due to an Insolvency Event is unable to recover such certificate or certificates from TIS even though such holder has withdrawn his or her Special Retraction Request, then such surrender to TIS shall be deemed to be delivery to TCP for the purposes of exercise of the Sale Right herein and TCP shall issue and deliver the Purchase Note to the holder provided that the holder has withdrawn his or her Special Retraction Request in accordance with Section 5.7 of the Exchangeable Share Provisions and has not received a Special Retraction Note from TIS.

Sale Rights. If an Insolvency Event occurs at 13.1 In the event that the Selling Shareholder is any time during of the Special Retraction PeriodBVI, then each Preference Shareholder shall be entitled (such entitlement referred have the right to herein as participate in any sale or Disposal to the "SALE RIGHT") for a period of ten Business Days commencing Proposed Transferee upon the date of such Insolvency Event, to require TCP to purchase all, but not less than all, of same terms and conditions as set forth by the Exchangeable Shares owned by such Selling Shareholder for a purchase price per share equal to $23.46463 (in the "PER SHARE PRICE") and payment of the Per Share Price shall be deferred Transfer Notice in accordance with the terms and conditions set forth in this Clause 13 and provided that such Preference Shareholder converts all Securities, the subject of such sale, to Ordinary Shares prior to the completion of a sale pursuant to this Clause 13. Each Preference Shareholder shall exercise its right by delivering to the Selling Shareholder, within five (5) Business Days after receipt of the Purchase Note Expiration Notice, written notice of its intention to participate, specifying the number of Ordinary Shares such Preference Shareholder desires to sell to the Proposed Transferee. At the closing of the transaction, such Preference Shareholder shall deliver one or more certificates representing the number of Ordinary Shares which it elects to sell hereunder together with instrument of transfer and evidenced by TCP issuing other documents necessary for transfer of such Ordinary Shares to the Proposed Transferee, and delivering a Purchase Note the Selling Shareholder shall procure that the Proposed Transferee shall pay to such holder in Preference Shareholder a pro rata amount of the principal amount purchase price received from the Proposed Transferee. To facilitate the sale and delivery of share certificate of such Ordinary Shares of the selling shareholder, the Company undertakes to the Preference Shareholders that it shall, subject to compliance with all applicable laws, effect and register the conversion of Series A Preference Shares into Ordinary Shares, and provide relevant share certificates therefor to the selling shareholder as soon as practicable upon any request for conversion. 13.2 Each Preference Shareholder shall have the right to co-sell up to such number of Shares equal to the Per Share Price multiplied by product of (1) the number of Exchangeable Offered Securities multiplied by (2) a fraction, the numerator of which is the number of Ordinary Shares issuable upon conversion of all Securities (excluding any outstanding warrants) owned by such holder. To effect such Sale RightPreference Shareholder, and the holder shall provide written notice to TCP denominator of his or her intention to exercise which is (i) the Sale Right and shall forthwith thereafter deliver to TCP the certificate or certificates representing all number of the Exchangeable Shares which numerator plus (ii) the holder owns, together number of Securities (on an as-if-converted basis with such the exclusion of any outstanding warrants) held by the Selling Shareholder and all other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BUSINESS CORPORATIONS ACT Preference Shareholders (Alberta) and the by-laws of TIS and such additional documents and instruments as TCP may reasonably require. For greater certainty, TCP shall not be required to purchase Exchangeable Shares and issue a Purchase Note to any particular Shareholder if a Special Retraction Note or Special TCP Note has already been issued to such Shareholderany). In the event that the holder has surrendered Proposed Transferee desires to TIS such certificate or certificates pursuant purchase a number of Shares different from the amount of the Offered Securities, the amount that the Proposed Transferee desires to purchase shall be substituted for Offered Securities in the above equation for the purpose of determining each Preference Shareholder’s participation rights. 13.3 If the Proposed Transferee refuses to purchase Shares from any Preference Shareholder exercising its rights of co-sale under this Clause 13, the Selling Shareholder shall not sell to the Proposed Transferee any Shares unless and until, simultaneously with such sale or transfer, such Selling Shareholder shall purchase such Shares from such Preference Shareholder on the same terms and conditions specified in the Transfer Notice. 13.4 The exercise of such holder's Special Retraction Rights and due to an Insolvency Event is unable to recover such certificate or certificates from TIS even though such holder has withdrawn his or her Special Retraction Request, then such surrender to TIS shall be deemed to be delivery to TCP for the purposes of non-exercise of the Sale right to participate under this Clause 13 with respect to a particular sale or Disposal by any Selling Shareholder shall not adversely affect any Preference Shareholder’s right to participate in subsequent sales or Disposals by any Selling Shareholder pursuant to this Clause 13. 13.5 Any sale, assignment or other transfer or Disposal of Offered Securities by any Selling Shareholder contrary to the provisions of this Agreement shall be null and void, and the transferee shall not be recognized by the Company as the holder or owner of the Offered Securities sold, assigned, or transferred for any purpose (including, without limitation, voting or dividend rights), unless and until such Selling Shareholder has satisfied the requirements of this Agreement with respect to such sale or Disposal. 13.6 The Right herein of First Refusal set forth in Clause 12 and TCP the co-sale rights set forth in Clauses 13.1 to 13.5 shall issue not apply to: any transfer of Shares to a wholly-owned subsidiary of the Selling Shareholder or a wholly-owned subsidiary of the holding company of the Selling Shareholder or to any member(s) of BAPE Group or Xxxxxx Brothers Group (if the Selling Shareholder is the Preference Shareholder or another member of BAPE Group or Xxxxxx Brothers Group) (“Permitted Transferee”), provided that in each case the Selling Shareholder shall remain to be bound by this Agreement and deliver the Purchase Note Permitted Transferee shall agree to be bound by this Agreement and that the Selling Shareholder shall procure that the Permitted Transferee shall not transfer its Shares except to the Selling Shareholder or other Permitted Transferee(s) of the Selling Shareholder. 13.7 The rights of a Preference Shareholder under Clauses 13.1 to 13.6 shall terminate upon: (a) that point of time when such Preference Shareholder no longer owns any Share of the Company; or (b) the consummation of a Qualified IPO. 13.8 Each certificate representing the Shares shall bear legends in the following form (in addition to any legend required under any other applicable securities laws): The securities represented by this certificate are subject to certain restrictions on transfer as set forth in an Amended and Restated Shareholders’ Agreement dated as of March 16, 2007, a copy of which is on file at the principal office of the Company and will be furnished upon request to the holder provided of record of the shares represented by this certificate. 13.9 The parties hereto agree that any purchaser of Shares (unless already a party to this Agreement) from a Selling Shareholder shall be required to sign a deed confirming its agreement to be bound by this Agreement as a condition of his becoming a Shareholder. 13.10 The above provisions of this Clause 13 shall be mutatis mutandis applicable to BVI in the event that the holder has withdrawn his or her Special Retraction Request in accordance with Section 5.7 Selling Shareholder is any of the Exchangeable Share Provisions and has not received a Special Retraction Note from TISPreference Shareholders.

Sale Rights. If an Insolvency Event occurs a Prohibited Transfer occurs, the Holder shall have the right to sell to the Shareholder engaging in such Prohibited Transfer that number of Warrant Shares or Convertible Securities owned by the Holder which shall be equal to the number of shares the Holder would have been entitled pursuant to the terms hereof to Transfer to the purchase offeror in the Prohibited Transfer. Such sale shall be made on the following terms and conditions: (a) The price per share at any time during which such Warrant Shares or Convertible Securities shall be sold to the Special Retraction Period, then each Shareholder shall be entitled (such entitlement referred equal or equivalent to herein as the "SALE RIGHT") for a period of ten Business Days commencing upon the date of such Insolvency Event, to require TCP to purchase all, but not less than all, of the Exchangeable Shares owned by such Shareholder for a purchase price per share equal paid by the purchase offeror to $23.46463 (the "PER SHARE PRICE") Shareholder in the Prohibited Transfer. The Shareholder shall also reimburse the Holder for any and payment all reasonable fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Per Share Price shall be deferred in accordance with Holder's rights under this Section 4. (b) Within thirty (30) days after the terms earlier of the Purchase Note and evidenced by TCP issuing and delivering date on which the Holder (i) receives Notice from a Purchase Note Shareholder of a Prohibited Transfer, or (ii) otherwise becomes aware of a Prohibited Transfer, the Holder shall, if it determines in its sole discretion to such holder exercise its sale rights pursuant to this Section 4, deliver to the Shareholder engaging in the principal amount equal to the Per Share Price multiplied by the number of Exchangeable Shares owned by such holder. To effect such Sale Right, the holder shall provide written notice to TCP of his or her intention to exercise the Sale Right and shall forthwith thereafter deliver to TCP Prohibited Transfer the certificate or certificates representing the Warrant Shares to be sold hereunder free and clear of all adverse claims and properly endorsed for Transfer. (c) The Shareholder engaging in the Prohibited Transfer shall, upon receipt of the Exchangeable Shares which the holder owns, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BUSINESS CORPORATIONS ACT (Alberta) and the by-laws of TIS and such additional documents and instruments as TCP may reasonably require. For greater certainty, TCP shall not be required to purchase Exchangeable Shares and issue a Purchase Note to any particular Shareholder if a Special Retraction Note or Special TCP Note has already been issued to such Shareholder. In the event that the holder has surrendered to TIS such certificate or certificates for the Warrant Shares to be sold by the Holder pursuant to this Section 4, pay the exercise aggregate purchase price therefor plus the amount of such holderreimbursable fees and expenses, as specified in this Section 3.2, by wire transfer of immediately available funds or certified or cashier's Special Retraction Rights and due check made payable to an Insolvency Event is unable to recover such certificate or certificates from TIS even though such holder has withdrawn his or her Special Retraction Request, then such surrender to TIS shall be deemed to be delivery to TCP for the purposes of exercise order of the Sale Right herein and TCP shall issue and deliver the Purchase Note to the holder provided that the holder has withdrawn his or her Special Retraction Request in accordance with Section 5.7 of the Exchangeable Share Provisions and has not received a Special Retraction Note from TISHolder.

Sale Rights. If an Insolvency Event occurs at any time during (a) Each Grantor recognizes that the Special Retraction Period, then each Shareholder shall be entitled (such entitlement referred to herein as the "SALE RIGHT") for a period of ten Business Days commencing upon the date of such Insolvency Event, to require TCP to purchase all, but not less than all, of the Exchangeable Shares owned by such Shareholder for a purchase price per share equal to $23.46463 (the "PER SHARE PRICE") and payment of the Per Share Price shall be deferred in accordance with the terms of the Purchase Note and evidenced by TCP issuing and delivering a Purchase Note to such holder in the principal amount equal to the Per Share Price multiplied by the number of Exchangeable Shares owned by such holder. To effect such Sale Right, the holder shall provide written notice to TCP of his or her intention to exercise the Sale Right and shall forthwith thereafter deliver to TCP the certificate or certificates representing all of the Exchangeable Shares which the holder owns, together with such other documents and instruments as Administrative Agent may be required unable to effect a transfer public sale of Exchangeable Shares under any or all the BUSINESS CORPORATIONS ACT (Alberta) Pledged Equity, by reason of certain prohibitions contained in the Securities Act and the by-applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of TIS purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and such additional documents and instruments as TCP may reasonably require. For greater certainty, TCP shall not be required to purchase Exchangeable Shares and issue with a Purchase Note to any particular Shareholder if a Special Retraction Note or Special TCP Note has already been issued to such Shareholder. In the event that the holder has surrendered to TIS such certificate or certificates pursuant view to the exercise of distribution or resale thereof. Each Grantor acknowledges and agrees that any such holder's Special Retraction Rights private sale may result in prices and due to an Insolvency Event is unable to recover other terms less favorable than if such certificate or certificates from TIS even though sale were a public sale and, notwithstanding such holder has withdrawn his or her Special Retraction Requestcircumstances, then agrees that any such surrender to TIS private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be delivery under no obligation to TCP delay a sale of any of the Pledged Equity for the purposes period of exercise time necessary to permit the Issuer thereof to register such securities or other interests for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Sale Right herein Pledged Equity pursuant to this Section 6.7 valid and TCP shall issue binding and deliver in compliance with applicable law. Each Grantor further agrees that a breach of any of the Purchase Note covenants contained in this Section 6.7 will cause irreparable injury to the holder provided Administrative Agent and the Lenders, that the holder Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has withdrawn his or her Special Retraction Request in accordance with Section 5.7 of occurred under the Exchangeable Share Provisions and has not received a Special Retraction Note from TISCredit Agreement.

Sale Rights. If an Insolvency Event occurs at any time during (a) Each Grantor recognizes that the Special Retraction Period, then each Shareholder shall be entitled (such entitlement referred to herein as the "SALE RIGHT") for a period of ten Business Days commencing upon the date of such Insolvency Event, to require TCP to purchase all, but not less than all, of the Exchangeable Shares owned by such Shareholder for a purchase price per share equal to $23.46463 (the "PER SHARE PRICE") and payment of the Per Share Price shall be deferred in accordance with the terms of the Purchase Note and evidenced by TCP issuing and delivering a Purchase Note to such holder in the principal amount equal to the Per Share Price multiplied by the number of Exchangeable Shares owned by such holder. To effect such Sale Right, the holder shall provide written notice to TCP of his or her intention to exercise the Sale Right and shall forthwith thereafter deliver to TCP the certificate or certificates representing all of the Exchangeable Shares which the holder owns, together with such other documents and instruments as Administrative Agent may be required unable to effect a transfer public sale of Exchangeable Shares under any or all the BUSINESS CORPORATIONS ACT (Alberta) Pledged Equity, by reason of certain prohibitions contained in the Securities Act and the by-applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of TIS purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and such additional documents and instruments as TCP may reasonably require. For greater certainty, TCP shall not be required to purchase Exchangeable Shares and issue with a Purchase Note to any particular Shareholder if a Special Retraction Note or Special TCP Note has already been issued to such Shareholder. In the event that the holder has surrendered to TIS such certificate or certificates pursuant view to the exercise of distribution or resale thereof. Each Grantor acknowledges and agrees that any such holder's Special Retraction Rights private sale may result in prices and due to an Insolvency Event is unable to recover other terms less favorable than if such certificate or certificates from TIS even though sale were a public sale and, notwithstanding such holder has withdrawn his or her Special Retraction Requestcircumstances, then agrees that any such surrender to TIS private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be delivery under no obligation to TCP delay a sale of any of the Pledged Equity for the purposes period of exercise time necessary to permit the Issuer thereof to register such securities or other interests for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Sale Right herein Pledged Equity pursuant to this Section 6.7 valid and TCP shall issue binding and deliver in compliance with applicable law. Each Grantor further agrees that a breach of any of the Purchase Note covenants contained in this Section 6.7 will cause irreparable injury to the holder provided Administrative Agent, the Australian Administrative Agent and the Lenders, that the holder Administrative Agent, the Australian Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has withdrawn his or her Special Retraction Request in accordance with Section 5.7 of occurred under the Exchangeable Share Provisions and has not received a Special Retraction Note from TISCredit Agreement.