Common use of Share Settlement Option Clause in Contracts

Share Settlement Option. If Canadian Parent Company Shares are to be issued in exchange for the Subject Units in connection with an exercise of the Redemption Right, and provided that the Redemption Notice is not revoked by the holder in the manner specified in Section 2.5 of this Schedule B, effective at the close of business on the Redemption Date: (a) the Company shall be deemed to have repurchased the Subject Units for cancellation in consideration for the issuance by Canadian Parent to such holder of the applicable number of Redemption Shares and such holder shall be deemed to have transferred to the Company all of such holder’s right, title and interest in and to the Subject Units; (b) Canadian Parent shall either, in its sole discretion, (i) issue and deliver (or cause to be delivered) to such holder, in the manner provided for in Section 2.4 of this Schedule B, the applicable number of Redemption Shares, or (ii) register on its books or via a book-entry system (which may be maintained by or on behalf of its transfer agent), the applicable number of Redemption Shares issued to such holder, in which case no certificate shall be issued to such holder with respect to such Redemption Shares. (c) the Company shall issue to TIPIH a number of Class B Units equal to the number of Redemption Shares issued and delivered to such holder pursuant to Section 2.2(b) of this Schedule B, in consideration for Canadian Parent issuing and delivering such Redemption Shares to such holder. Notwithstanding the foregoing, in the event such holder (i) does not provide to Canadian Parent and the Company the account information requested in the “Delivery Instructions” section of the Redemption Notice or (ii) fails to make the representations, warranties and covenants set forth in Annex A to the Redemption Notice or to deliver a properly completed Accredited Investor Certification set forth in Annex B to the Redemption Notice, Canadian Parent and the Company shall be permitted to (x) take all steps deemed reasonable, necessary or desirable in order to effectuate the redemption with respect to such holder, including, without limitation, the right of the Company to elect, without prior notice to such holder, to repurchase the Subject Units for the Cash Amount in accordance with Section 2.3 of this Schedule B (including the deposit of the aggregate Cash Amount with a chartered bank or trust Company in Canada in accordance with Section 2.3(a) of this Schedule B) or (y) withhold the issuance and delivery of the Redemption Shares until such time as all required information shall have been provided and, in each case, such holder shall nevertheless be deemed to have transferred to the Company all of such holder’s right, title and interest in and to the Subject Units effective at the close of business on the Redemption Date.

Share Settlement Option. If Canadian Parent Company Shares are to be issued in exchange for the Subject Units in connection with an exercise of the Redemption Right, and provided that the Redemption Notice is not revoked by the holder in the manner specified in Section 2.5 of this Schedule B, effective at the close of business on the Redemption Date: (a) the Company shall be deemed to have repurchased the Subject Units for cancellation in consideration for the issuance by Canadian Parent to such holder of the applicable number of Redemption Shares and such holder shall be deemed to have transferred to the Company all of such holder’s right, title and interest in and to the Subject Units; (b) Canadian Parent shall either, in its sole discretion, (i) issue and deliver (or cause to be delivered) to such holder, in the manner provided for in Section 2.4 of this Schedule B, the applicable number of Redemption Shares, or (ii) register on its books or via a book-entry system (which may be maintained by or on behalf of its transfer agent), the applicable number of Redemption Shares issued to such holder, in which case no certificate shall be issued to such holder with respect to such Redemption Shares. (c) the Company shall issue to TIPIH Canadian Parent a number of Class B Units equal to the number of Redemption Shares issued and delivered to such holder pursuant to Section 2.2(b) of this Schedule B, in consideration for Canadian Parent issuing and delivering such Redemption Shares to such holder. Notwithstanding the foregoing, in the event such holder (i) does not provide to Canadian Parent and the Company the account information requested in the “Delivery Instructions” section of the Redemption Notice or (ii) fails to make the representations, warranties and covenants set forth in Annex A to the Redemption Notice or to deliver a properly completed Accredited Investor Certification set forth in Annex B to the Redemption Notice, Canadian Parent and the Company shall be permitted to (x) take all steps deemed reasonable, necessary or desirable in order to effectuate the redemption with respect to such holder, including, without limitation, the right of the Company to elect, without prior notice to such holder, to repurchase the Subject Units for the Cash Amount in accordance with Section 2.3 of this Schedule B (including the deposit of the aggregate Cash Amount with a chartered bank or trust Company in Canada in accordance with Section 2.3(a) of this Schedule B) or (y) withhold the issuance and delivery of the Redemption Shares until such time as all required information shall have been provided and, in each case, such holder shall nevertheless be deemed to have transferred to the Company all of such holder’s right, title and interest in and to the Subject Units effective at the close of business on the Redemption Date.