Common use of Share Deposit Clause in Contracts

Share Deposit. Prior to the Exchange Time, Canco and RTO Acquiror shall deposit or cause to be deposited with the Depositary, for the benefit of the holders of Meta Shares, the aggregate number of whole Exchangeable Shares and the aggregate number of whole RTO Acquiror Shares issuable to holders of Meta Shares in accordance with Section 2.2(b) and Section 2.2(c) under this Plan of Arrangement. Upon surrender to the Depositary by a holder of Meta Shares of a duly completed Letter of Transmittal and Election Form and such other documents and instruments as the Depositary may reasonably require along with the certificate or certificates, if any, representing such Meta Shares to be exchanged under the Arrangement for cancellation, such holder of Meta Shares shall be entitled to receive, and promptly after the Exchange Time the Depositary shall deliver to such person, written evidence of the book entry issuance in uncertificated form to, or certificates registered in the name of, such person representing that number of Exchangeable Shares and/or RTO Acquiror Shares which such person is entitled to receive in accordance with Section 2.2(b) and Section 2.2(c) less any amounts withheld pursuant to Section 4.5, and any certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of such Meta Shares which was not registered in the transfer records of Meta, written evidence of the book entry issuance of, or certificates representing, the number of Exchangeable Shares and/or RTO Acquiror Shares issuable to the registered holder may be registered in the name of and issued to the transferee if the certificate representing such Meta Shares is presented to the Depositary, accompanied by a duly completed Letter of Transmittal and Election Form and all documents required to evidence and effect such transfer. Without limiting the provisions of Section 2.5, until surrendered as contemplated by this Section 4.1, each certificate which immediately prior to the Exchange Time represented one or more outstanding Meta Shares that, under the Arrangement, were exchanged pursuant to Section 2.2(b) or Section 2.2(c), shall be deemed at all times after the Exchange Time to represent only the right to receive upon such surrender (i) the Consideration to which the holder thereof is entitled under the Arrangement, or as to a certificate held by a Dissenting Shareholder (other than a shareholder who exercised Dissent Rights who is deemed to have participated in the Arrangement pursuant to Section 3.1(b)), to receive the fair value of the Meta Shares represented by such certificate, and (ii) any dividends or distributions with a record date after the Exchange Time theretofore paid or payable with respect to any Exchangeable Shares or RTO Acquiror Shares issued in exchange therefor as contemplated by Section 4.2, in each case less any amounts withheld pursuant to Section 4.5.

Share Deposit. Prior to the Exchange Time, Canco and RTO Acquiror shall deposit or cause to be deposited with the Depositary, for the benefit of the holders of Meta IRC Shares, the aggregate number of whole Exchangeable Shares and the aggregate 40 Table of Contents number of whole RTO Acquiror RG Shares issuable to holders issuable, and the aggregate amount of Meta Shares in accordance with Section 2.2(b) and Section 2.2(c) Cash Consideration payable, under this Plan of the Arrangement. Upon surrender to the Depositary by for cancellation of a holder of Meta certificate which immediately prior to the Exchange Time represented IRC Shares of that were exchanged under the Arrangement, together with a duly completed Letter of Transmittal and Election Form and such other documents and instruments as the Depositary may reasonably require along with require, the certificate or certificates, if any, representing such Meta Shares to be exchanged under the Arrangement for cancellation, such holder of Meta Shares such surrendered certificate shall be entitled to receive, and promptly after the Exchange Time the Depositary shall deliver to such person, person written evidence of the book entry issuance in uncertificated form to, or certificates registered in the name of, such person representing that number of Exchangeable Shares and/or RTO Acquiror RG Shares which such person is entitled to receive (together with any cash in accordance with lieu of fractional Exchangeable Shares or RG Shares pursuant to Section 2.2(b4.3) and Section 2.2(c) a cheque for the Cash Consideration which such person is entitled to receive, less any amounts withheld pursuant to Section 4.54.6, and any certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of such Meta IRC Shares which was not registered in the transfer records of MetaIRC, written evidence of the book entry issuance of, or certificates representing, the number of Exchangeable Shares and/or RTO Acquiror RG Shares issuable to the registered holder may be registered in the name of and issued to, and a cheque for the Cash Consideration payable to the registered holder may be made payable to, the transferee if the certificate representing such Meta IRC Shares is presented to the Depositary, accompanied by a duly completed Letter of Transmittal and Election Form and all documents required to evidence and effect such transfer. Without limiting the provisions of Section 2.5Sections 2.6 and 4.5, until surrendered as contemplated by this Section 4.1, each certificate which immediately prior to the Exchange Time represented one or more outstanding Meta IRC Shares that, under the Arrangement, were exchanged pursuant to Section 2.2(b) or Section 2.2(c2.2(d), shall be deemed at all times after the Exchange Time to represent only the right to receive upon such surrender (i) the Consideration consideration to which the holder thereof is entitled under the Arrangement, or as to a certificate held by a Dissenting Shareholder (other than a shareholder who exercised Dissent Rights who is deemed to have participated in the Arrangement pursuant to Section 3.1(b)), to receive the fair value of the Meta IRC Shares represented by such certificate, and (ii) any dividends or distributions with a record date after the Exchange Time theretofore paid or payable with respect to any Exchangeable Shares or RTO Acquiror RG Shares issued in exchange therefor as contemplated by Section 4.2, in each case less any amounts withheld pursuant to Section 4.54.6.

Share Deposit. Prior to the Exchange Time, Canco and RTO Acquiror shall deposit or cause to be deposited with the Depositary, for the benefit of the holders of Meta Shares, the aggregate number of whole Exchangeable Shares and the aggregate number of whole RTO Acquiror Shares issuable to holders of Meta Shares in accordance with Section 2.2(b) and Section 2.2(c) under this Plan of Arrangement. Upon surrender to the Depositary by for cancellation of a holder of Meta certificate which immediately prior to the Effective Time represented Company Shares of that were exchanged under the Arrangement, together with a duly completed Letter of Transmittal and Election Form and such other documents and instruments as the Depositary may reasonably require along with require, the certificate or certificates, if any, representing such Meta Shares to be exchanged under the Arrangement for cancellation, such holder of Meta Shares such surrendered certificate shall be entitled to receive, and promptly after the Exchange Effective Time the Depositary shall deliver to such person, person written evidence of the book entry issuance in uncertificated form to, or certificates registered in the name of, such person representing that number of Exchangeable Shares and/or RTO Acquiror Parent Shares which such person is entitled to receive in accordance with Section 2.2(b) and Section 2.2(c) less any amounts withheld pursuant to Section 4.54.6, and any certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of such Meta Company Shares which was not registered in the transfer records of MetaCompany, written evidence of the book entry issuance of, or certificates representing, the number of Exchangeable Shares and/or RTO Acquiror Parent Shares issuable to the registered holder may be registered in the name of and issued to the transferee if the certificate representing such Meta Company Shares is presented to the Depositary, accompanied by a duly completed Letter of Transmittal and Election Form and all documents required to evidence and effect such transfer. Without limiting the provisions of Section 2.54.5, until surrendered as contemplated by this Section 4.1, each certificate which immediately prior to the Exchange Effective Time represented one or more outstanding Meta Company Shares that, under the Arrangement, were exchanged pursuant to Section 2.2(b2.2(c) or Section 2.2(cand 2.2(d), shall be deemed at all times after the Exchange Effective Time to represent only the right to receive upon such surrender (i) the Consideration consideration to which the holder thereof is entitled under the Arrangement, or as to a certificate held by a Dissenting Shareholder (other than a shareholder who exercised Dissent Rights who is deemed to have participated in the Arrangement pursuant to Section 3.1(b)), to receive the fair value of the Meta Company Shares represented by such certificate, and (ii) any dividends or distributions with a record date after the Exchange Effective Time theretofore paid or payable with respect to any Exchangeable Shares or RTO Acquiror Parent Shares issued in exchange therefor as contemplated by Section 4.2, in each case less any amounts withheld pursuant to Section 4.54.6. Notwithstanding anything in this Section 4.1, neither a certificate nor a Letter of Transmittal need be surrendered by a former Company Shareholder in respect of those Company Shares issued to a holder of In-the-Money Options pursuant to Section 2.2(a) in order to receive the Consideration for such Company Shares that the former holder has a right to receive under this Plan of Arrangement.

Share Deposit. Prior to the Exchange Time, Canco and RTO Acquiror shall deposit or cause to be deposited with the Depositary, for the benefit of the holders of Meta Shares, the aggregate number of whole Exchangeable Shares and the aggregate number of whole RTO Acquiror Shares issuable to holders of Meta Shares in accordance with Section 2.2(b) and Section 2.2(c) under this Plan of Arrangement. Upon surrender to the Depositary by a holder of Meta Shares of a duly completed Letter of Transmittal and Election Form and such other documents and instruments as the Depositary may reasonably require along with the certificate or certificates, if any, representing such Meta Shares to be exchanged under the Arrangement for cancellation, such holder of Meta Shares shall be entitled to receive, and promptly after the Exchange Time the Depositary shall deliver to such person, written evidence of the book entry issuance in uncertificated form to, or certificates registered in the name of, such person representing that number of Exchangeable Shares and/or RTO Acquiror Shares which such person is entitled to receive in accordance with Section 2.2(b) and Section 2.2(c) less any amounts withheld pursuant to Section 4.5, and any certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of such Meta Shares which was not registered in the transfer records of Meta, written evidence of the book entry issuance of, or certificates representing, the number of Exchangeable Shares and/or RTO Acquiror Shares issuable to the registered holder may be registered in the name of and issued to the transferee if the certificate representing such Meta Shares is presented to the Depositary, accompanied by a duly completed Letter of Transmittal and Election Form and all documents required to evidence and effect such transfer. Without limiting the provisions of Section 2.5, until surrendered as contemplated by this Section 4.1, each certificate which immediately prior to the Exchange Time represented one or more outstanding Meta Shares that, under the Arrangement, were exchanged pursuant to Section 2.2(b) or Section 2.2(c), shall be deemed at all times after the Exchange Time to represent only the right to receive upon such surrender (i) the Consideration to which the holder thereof is entitled under the Arrangement, or as to a certificate held by a Dissenting Shareholder (other than a shareholder who exercised Dissent Rights who is deemed to have participated in the Arrangement pursuant to Section 3.1(b)), to receive the fair value of the Meta Shares represented by such certificate, and (ii) any dividends or distributions with a record date after the Exchange Time theretofore paid or payable with respect to any Exchangeable Shares or RTO Acquiror Shares issued in exchange therefor as contemplated by Section 4.2, in each case less any amounts withheld pursuant to Section 4.54.6.

Share Deposit. Prior to the Exchange Time, Canco and RTO Acquiror shall deposit or cause to be deposited with the Depositary, for the benefit of the holders of Meta Shares, the aggregate number of whole Exchangeable Shares and the aggregate number of whole RTO Acquiror Shares issuable to holders of Meta Shares in accordance with Section 2.2(b) and Section 2.2(c) under this Plan of Arrangement. Upon surrender to the Depositary by for cancellation of a holder of Meta certificate which immediately prior to the Exchange Time represented M2 Cobalt Shares of that were exchanged under the Arrangement, together with a duly completed Letter of Transmittal and Election Form and such other documents and instruments as the Depositary may reasonably require along with require, the certificate or certificates, if any, representing such Meta Shares to be exchanged under the Arrangement for cancellation, such holder of Meta Shares such surrendered certificate shall be entitled to receive, and promptly 37680408_3|NATDOCS after the Exchange Time the Depositary shall deliver to such person, written evidence person the direct registration statement evidencing the issuance of the book entry issuance in uncertificated form to, Jervois Shares or certificates certificate(s) representing the Jervois Shares registered in the name of, of such person representing that number of Exchangeable Shares and/or RTO Acquiror Jervois Shares which such person is entitled to receive in accordance with Section 2.2(b) and Section 2.2(c) less any amounts withheld pursuant to Section 4.54.6 of this Plan of Arrangement, and any certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of such Meta M2 Cobalt Shares which was not registered in the transfer records of MetaM2 Cobalt, written evidence the direct registration statement evidencing the issuance of the book entry issuance of, Jervois Shares or certificates representing, certificate(s) representing the number of Exchangeable Jervois Shares and/or RTO Acquiror Shares issuable to the registered holder may be registered in the name of and issued to the transferee if the certificate representing such Meta M2 Cobalt Shares is presented to the Depositary, accompanied by a duly completed Letter of Transmittal and Election Form and all documents required to evidence and effect such transfer. Without limiting the provisions of Section 2.5Sections 2.5 and 4.5 of this Plan of Arrangement, until surrendered as contemplated by this Section 4.14.1 of this Plan of Arrangement, each certificate which immediately prior to the Exchange Time represented one or more outstanding Meta M2 Cobalt Shares that, under the Arrangement, were exchanged pursuant to Section 2.2(b2.2(c) or Section 2.2(c)of this Plan of Arrangement, shall be deemed at all times after the Exchange Time to represent only the right to receive upon such surrender (i) the Consideration consideration to which the holder thereof is entitled under the Arrangement, or as to a certificate held by a Dissenting Shareholder (other than a shareholder who exercised Dissent Rights who is deemed to have participated in the Arrangement pursuant to Section 3.1(b)) of this Plan of Arrangement), to receive the fair value of the Meta M2 Cobalt Shares represented by such certificate, and (ii) any dividends or distributions with a record date after the Exchange Time theretofore paid or payable with respect to any Exchangeable Shares or RTO Acquiror Jervois Shares issued in exchange therefor as contemplated by Section 4.2, in each case less any amounts withheld pursuant to Section 4.5.by

Share Deposit. Prior to the Exchange Time, Canco and RTO Acquiror shall deposit or cause to be deposited with the Depositary, for the benefit of the holders of Meta Shares, the aggregate number of whole Exchangeable Shares and the aggregate number of whole RTO Acquiror Shares issuable to holders of Meta Shares in accordance with Section 2.2(b) and Section 2.2(c) under this Plan of Arrangement. Upon surrender to the Depositary by for cancellation of a holder of Meta certificate which immediately prior to the Effective Time represented eCobalt Shares of that were exchanged under the Arrangement, together with a duly completed Letter of Transmittal and Election Form and such other documents and instruments as the Depositary may reasonably require along with require, the certificate or certificates, if any, representing such Meta Shares to be exchanged under the Arrangement for cancellation, such holder of Meta Shares such surrendered certificate shall be entitled to receive, and promptly after the Exchange Effective Time the Depositary shall deliver to such person, written evidence person the direct registration statement 38970304_4|NATDOCS evidencing the issuance of the book entry issuance in uncertificated form to, Jervois Shares or certificates certificate(s) representing the Jervois Shares registered in the name of, of such person representing that number of Exchangeable Shares and/or RTO Acquiror Jervois Shares which such person is entitled to receive in accordance with Section 2.2(b) and Section 2.2(c) less any amounts withheld pursuant to Section 4.54.6 of this Plan of Arrangement, and any certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of such Meta eCobalt Shares which was not registered in the transfer records of MetaeCobalt, written evidence the direct registration statement evidencing the issuance of the book entry issuance of, Jervois Shares or certificates representing, certificate(s) representing the number of Exchangeable Jervois Shares and/or RTO Acquiror Shares issuable to the registered holder may be registered in the name of and issued to the transferee if the certificate representing such Meta eCobalt Shares is presented to the Depositary, accompanied by a duly completed Letter of Transmittal and Election Form and all documents required to evidence and effect such transfer. Without limiting the provisions of Section 2.5Sections 2.4 and 4.5 of this Plan of Arrangement, until surrendered as contemplated by this Section 4.14.1 of this Plan of Arrangement, each certificate which immediately prior to the Exchange Effective Time represented one or more outstanding Meta eCobalt Shares that, under the Arrangement, were exchanged was transferred pursuant to Section 2.2(b) or Section 2.2(c)of this Plan of Arrangement, shall be deemed at all times after the Exchange Effective Time to represent only the right to receive upon such surrender (i) the Consideration consideration to which the holder thereof is entitled under the Arrangement, or as to a certificate held by a Dissenting Shareholder (other than a shareholder who exercised Dissent Rights who is deemed to have participated in the Arrangement pursuant to Section 3.1(b)) of this Plan of Arrangement), to receive the fair value of the Meta eCobalt Shares represented by such certificate, and (ii) any dividends or distributions with a record date after the Exchange Effective Time theretofore paid or payable with respect to any Exchangeable Shares or RTO Acquiror Jervois Shares issued in exchange therefor as contemplated by Section 4.24.2 of this Plan of Arrangement, in each case less any amounts withheld pursuant to Section 4.54.6 of this Plan of Arrangement.