Common use of Share Deposit Clause in Contracts

Share Deposit. At least five (5) Business Days prior to the Effective Date, Parent shall deliver to SRx the information required for the 30 Day VWAP and SRx shall deliver to Parent the information required for the SRx U.S. Dollar Net Debt. At least three (3) Business Days prior to the Effective Time, Acquireco and Parent shall deposit or cause to be deposited with the Depositary, for the benefit of the holders of SRx Shares, the aggregate number of whole Exchangeable Shares and the aggregate number of whole Parent Shares issuable to holders of SRx Shares in accordance with Sections 2.2(c) and Section 2.2(e) under this Plan of Arrangement. Upon surrender to the Depositary by a holder of SRx 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 SRx Shares to be exchanged under the Arrangement for cancellation, such holder of SRx 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 Parent Shares and/or Exchangeable Shares which such person is entitled to receive in accordance with Section 2.2(c) and Section 2.2(e) less any amounts withheld pursuant to Section 4.6, and any certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of such SRx Shares which was not registered in the transfer records of SRx, written evidence of the book entry issuance of, or certificates representing, the number of Parent Shares and/or Exchangeable Shares issuable to the registered holder may be registered in the name of and issued to the transferee if the certificate representing such SRx 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 SRx Shares that, under the Arrangement, were exchanged pursuant to Section 2.2(c) or Section 2.2(e), 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 SRx 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 Parent Shares or Exchangeable Shares issued in exchange therefor as contemplated by Section 4.2, in each case less any amounts withheld pursuant to Section 4.6.

Share Deposit. At least five (5) Business Days prior Prior to the Effective Date, Parent shall deliver to SRx the information required for the 30 Day VWAP and SRx shall deliver to Parent the information required for the SRx U.S. Dollar Net Debt. At least three (3) Business Days prior to the Effective Exchange Time, Acquireco Canco and Parent RTO Acquiror shall deposit or cause to be deposited with the Depositary, for the benefit of the holders of SRx Meta Shares, the aggregate number of whole Exchangeable Shares and the aggregate number of whole Parent RTO Acquiror Shares issuable to holders of SRx Meta Shares in accordance with Sections 2.2(cSection 2.2(b) and Section 2.2(e2.2(c) under this Plan of Arrangement. Upon surrender to the Depositary by a holder of SRx 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 SRx Meta Shares to be exchanged under the Arrangement for cancellation, such holder of SRx 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 Parent Exchangeable Shares and/or Exchangeable RTO Acquiror Shares which such person is entitled to receive in accordance with Section 2.2(c2.2(b) and Section 2.2(e2.2(c) less any amounts withheld pursuant to Section 4.64.5, and any certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of such SRx Meta Shares which was not registered in the transfer records of SRxMeta, written evidence of the book entry issuance of, or certificates representing, the number of Parent Exchangeable Shares and/or Exchangeable 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 SRx 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 SRx Meta Shares that, under the Arrangement, were exchanged pursuant to Section 2.2(c2.2(b) or Section 2.2(e2.2(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 SRx 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 Parent Exchangeable Shares or Exchangeable RTO Acquiror Shares issued in exchange therefor as contemplated by Section 4.2, in each case less any amounts withheld pursuant to Section 4.64.5.

Share Deposit. At least five (5) Business Days prior Prior to the Effective Date, Parent shall deliver to SRx the information required for the 30 Day VWAP and SRx shall deliver to Parent the information required for the SRx U.S. Dollar Net Debt. At least three (3) Business Days prior to the Effective Exchange Time, Acquireco and Parent Canco shall deposit or cause to be deposited with the Depositary, for the benefit of the holders of SRx IRC Shares, the aggregate number of whole Exchangeable Shares and the aggregate 40 Table of Contents number of whole Parent RG Shares issuable to holders issuable, and the aggregate amount of SRx Shares in accordance with Sections 2.2(c) and Section 2.2(e) Cash Consideration payable, under this Plan of the Arrangement. Upon surrender to the Depositary by for cancellation of a holder of SRx 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 SRx Shares to be exchanged under the Arrangement for cancellation, such holder of SRx 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 Parent Exchangeable Shares and/or Exchangeable 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(c4.3) and Section 2.2(e) a cheque for the Cash Consideration which such person is entitled to receive, less any amounts withheld pursuant to Section 4.6, and any certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of such SRx IRC Shares which was not registered in the transfer records of SRxIRC, written evidence of the book entry issuance of, or certificates representing, the number of Parent Exchangeable Shares and/or Exchangeable 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 SRx 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 SRx IRC Shares that, under the Arrangement, were exchanged pursuant to Section 2.2(c) or Section 2.2(e2.2(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 SRx 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 Parent Exchangeable Shares or Exchangeable RG Shares issued in exchange therefor as contemplated by Section 4.2, in each case less any amounts withheld pursuant to Section 4.6.

Share Deposit. At least five (5) Business Days prior to the Effective Date, Parent shall deliver to SRx the information required for the 30 Day VWAP and SRx shall deliver to Parent the information required for the SRx U.S. Dollar Net Debt. At least three (3) Business Days prior to the Effective Time, Acquireco and Parent shall deposit or cause to be deposited with the Depositary, for the benefit of the holders of SRx Shares, the aggregate number of whole Exchangeable Shares and the aggregate number of whole Parent Shares issuable to holders of SRx Shares in accordance with Sections 2.2(c) and Section 2.2(e) under this Plan of Arrangement. Upon surrender to the Depositary by for cancellation of a holder of SRx 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 SRx Shares to be exchanged under the Arrangement for cancellation, such holder of SRx 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 Parent Shares and/or Exchangeable Jervois Shares which such person is entitled to receive in accordance with Section 2.2(c) and Section 2.2(e) less any amounts withheld pursuant to Section 4.64.6 of this Plan of Arrangement, and any certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of such SRx M2 Cobalt Shares which was not registered in the transfer records of SRxM2 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 Parent Jervois Shares and/or Exchangeable Shares issuable to the registered holder may be registered in the name of and issued to the transferee if the certificate representing such SRx 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 SRx M2 Cobalt Shares that, under the Arrangement, were exchanged pursuant to Section 2.2(c) or Section 2.2(e)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 SRx 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 Parent Shares or Exchangeable Jervois Shares issued in exchange therefor as contemplated by Section 4.2, in each case less any amounts withheld pursuant to Section 4.6.by

Share Deposit. At least five (5) Business Days prior Prior to the Effective Date, Parent shall deliver to SRx the information required for the 30 Day VWAP and SRx shall deliver to Parent the information required for the SRx U.S. Dollar Net Debt. At least three (3) Business Days prior to the Effective Exchange Time, Acquireco and Parent Canco shall deposit or cause to be deposited with the Depositary, for the benefit of the holders of SRx Meta Shares, the aggregate number of whole Exchangeable Shares and the aggregate number of whole Parent RTO Acquiror Shares issuable to holders of SRx Meta Shares in accordance with Sections 2.2(cSection 2.2(b) and Section 2.2(e2.2(c) under this Plan of Arrangement. Upon surrender to the Depositary by a holder of SRx 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 SRx Meta Shares to be exchanged under the Arrangement for cancellation, such holder of SRx 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 Parent Exchangeable Shares and/or Exchangeable RTO Acquiror Shares which such person is entitled to receive in accordance with Section 2.2(c2.2(b) and Section 2.2(e2.2(c) less any amounts withheld pursuant to Section 4.64.5, and any certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of such SRx Meta Shares which was not registered in the transfer records of SRxMeta, written evidence of the book entry issuance of, or certificates representing, the number of Parent Exchangeable Shares and/or Exchangeable 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 SRx 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 SRx Meta Shares that, under the Arrangement, were exchanged pursuant to Section 2.2(c2.2(b) or Section 2.2(e2.2(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 SRx 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 Parent Exchangeable Shares or Exchangeable RTO Acquiror Shares issued in exchange therefor as contemplated by Section 4.2, in each case less any amounts withheld pursuant to Section 4.6.

Share Deposit. At least five (5) Business Days prior to the Effective Date, Parent shall deliver to SRx the information required for the 30 Day VWAP and SRx shall deliver to Parent the information required for the SRx U.S. Dollar Net Debt. At least three (3) Business Days prior to the Effective Time, Acquireco and Parent shall deposit or cause to be deposited with the Depositary, for the benefit of the holders of SRx Shares, the aggregate number of whole Exchangeable Shares and the aggregate number of whole Parent Shares issuable to holders of SRx Shares in accordance with Sections 2.2(c) and Section 2.2(e) under this Plan of Arrangement. Upon surrender to the Depositary by for cancellation of a holder of SRx 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 SRx Shares to be exchanged under the Arrangement for cancellation, such holder of SRx 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 Parent Shares and/or Exchangeable Shares which such person is entitled to receive in accordance with Section 2.2(c) and Section 2.2(e) less any amounts withheld pursuant to Section 4.6, and any certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of such SRx Company Shares which was not registered in the transfer records of SRxCompany, written evidence of the book entry issuance of, or certificates representing, the number of Parent Shares and/or Exchangeable Shares issuable to the registered holder may be registered in the name of and issued to the transferee if the certificate representing such SRx 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 SRx Company Shares that, under the Arrangement, were exchanged pursuant to Section 2.2(c) or Section 2.2(eand 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 SRx 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 Parent Shares or Exchangeable Shares issued in exchange therefor as contemplated by Section 4.2, in each case less any amounts withheld pursuant to Section 4.6. 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. At least five (5) Business Days prior to the Effective Date, Parent shall deliver to SRx the information required for the 30 Day VWAP and SRx shall deliver to Parent the information required for the SRx U.S. Dollar Net Debt. At least three (3) Business Days prior to the Effective Time, Acquireco and Parent shall deposit or cause to be deposited with the Depositary, for the benefit of the holders of SRx Shares, the aggregate number of whole Exchangeable Shares and the aggregate number of whole Parent Shares issuable to holders of SRx Shares in accordance with Sections 2.2(c) and Section 2.2(e) under this Plan of Arrangement. Upon surrender to the Depositary by for cancellation of a holder of SRx 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 SRx Shares to be exchanged under the Arrangement for cancellation, such holder of SRx 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 Parent Shares and/or Exchangeable Jervois Shares which such person is entitled to receive in accordance with Section 2.2(c) and Section 2.2(e) less any amounts withheld pursuant to Section 4.64.6 of this Plan of Arrangement, and any certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of such SRx eCobalt Shares which was not registered in the transfer records of SRxeCobalt, 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 Parent Jervois Shares and/or Exchangeable Shares issuable to the registered holder may be registered in the name of and issued to the transferee if the certificate representing such SRx 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 SRx eCobalt Shares that, under the Arrangement, were exchanged was transferred pursuant to Section 2.2(c2.2(b) or Section 2.2(e)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 SRx 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 Parent Shares or Exchangeable 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 4.64.6 of this Plan of Arrangement.