Common use of Terms and Issue of Subscription Receipts Clause in Contracts

Terms and Issue of Subscription Receipts. (a) Each Subscription Receipt shall evidence the right of each holder, without payment of additional consideration or further action on the part of such holder: (i) if the Acquisition Time occurs on or before 5:00 p.m. (Calgary time) on June 30, 2014 or a Repayment Default Notice has been delivered to the Subscription Receipt Agent, to receive one Common Share for each Subscription Receipt held together with such holder’s Dividend Equivalent Amount less applicable withholding taxes; or (ii) if the Termination Time occurs and a Repayment Default Notice has not been delivered to the Subscription Receipt Agent, then holders of Subscription Receipts shall be entitled to receive an amount per Subscription Receipt equal to the Subscription Price of the Subscription Receipts and their pro rata entitlement of Earned Interest thereon, less applicable withholding taxes. (b) A maximum of 38,433,000 Subscription Receipts are hereby created and authorized to be issued. (c) The Subscription Receipt Certificates (including all replacements issued in accordance with this Agreement) shall be substantially in the applicable form attached hereto as Schedule “A”, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Subscription Receipt Agent and, when applicable, CDS, prescribe, and shall be issuable in any whole number denominations. (d) The Subscription Receipt Agent is hereby directed, immediately following the execution and delivery of this Agreement, to deliver to Scotia, or deposit at the direction of Scotia, on behalf of the Underwriters, 38,433,000 Subscription Receipts registered in the name of “CDS & Co” Non-Certificated Issuance Account bearing CUSIP: 00000X000 / ISIN: CA07317Q1138, 00 Xxx Xxxxxxxxx, X.X. Xxx 0000 Stn. A, Xxxxxxx, Xxxxxxx, X0X 0X0.

Terms and Issue of Subscription Receipts. (a) Each Subscription Receipt shall evidence the right of each holder, without payment of additional consideration or further action on the part of such holder: (i) if the Acquisition Time occurs on or before 5:00 p.m. (Calgary time) on June 30, 2014 or a Repayment Default Notice has been delivered to by the Subscription Receipt AgentDeadline, to receive receive, for no additional consideration, one Common Share for each Subscription Receipt held together with Unit plus such holder’s Dividend Equivalent Amount Acquisition Payment less applicable withholding taxes; or (ii) if the Termination Acquisition Time occurs and a Repayment Default Notice does not occur by the Deadline, the Acquisition is terminated at any earlier time or the Trust has not been delivered advised the Underwriters or announced to the Subscription Receipt Agentpublic that it does not intend to proceed with the Acquisition, then holders of Subscription Receipts shall be entitled to receive an amount per Subscription Receipt equal to the Subscription Price sum of the Subscription Receipts Price and their such holder’s pro rata entitlement share of the Earned Interest thereonInterest, less applicable withholding taxes, all in the manner and on the terms and conditions set out in this Agreement. (b) A maximum of 38,433,000 13,000,000 Subscription Receipts are hereby created and authorized to be issued. (c) The Subscription Receipt Certificates (including all replacements issued in accordance with this Agreement) shall be substantially in the applicable form attached hereto as Schedule “A”, shall bear such distinguishing letters and numbers as the Corporation Trust may, with the approval of the Subscription Receipt Escrow Agent and, when applicable, CDS, and CDS prescribe, and shall be issuable in any whole number denominations. (d) The Subscription Receipt Escrow Agent is hereby directed, immediately following the execution and delivery of this Agreement, to execute, issue and deliver to Scotia, or deposit at the direction of ScotiaLead Underwriter, on behalf of the Underwriters, 38,433,000 one or more definitive Subscription Receipt Certificates, subject to Sections 2.14 and 2.15, in the form of a Global Subscription Receipt representing 13,000,000 Subscription Receipts registered in the name of “CDS & Co” Non-Certificated Issuance Account bearing CUSIP: 00000X000 / ISIN: CA07317Q1138, 00 Xxx Xxxxxxxxx, X.X. Xxx 0000 Stn. A, Xxxxxxx, Xxxxxxx, X0X 0X0(or its nominee).

Terms and Issue of Subscription Receipts. (a) Each Subscription Receipt shall evidence the right of each holderholder to receive, without payment of additional consideration or further action on the part of such the holder: : (i) if the Acquisition Release Time occurs on or before 5:00 p.m. (Calgary time) on June 30the Deadline, 2014 or a Repayment Default Notice has been delivered to the Subscription Receipt Agent, to receive one Common Underlying Share and one Warrant for each Subscription Receipt held together with pre-Consolidation (0.4 Underlying Share and 0.4 Warrant for each Subscription Receipt held post- Consolidation) (the time of occurrence of such holder’s Dividend Equivalent Amount less applicable withholding taxesevent being the “Issue Time”); or or (ii) if either: (A) the Termination Release Time occurs and a Repayment Default Notice does not occur on or before the Deadline; (B) the Corporation has not been delivered announced to the Subscription Receipt Agent, then holders public by press release that it does not intend to fulfill the Escrow Release Conditions at or prior to the Deadline (the time of Subscription Receipts shall be entitled to receive occurrence of either such event being the “Termination Time”); an amount per Subscription Receipt equal to the Subscription Price of the Subscription Receipts and their pro rata entitlement of Earned Interest thereon, less applicable withholding taxes. (b) A Up to a maximum of 38,433,000 50,000,000 Subscription Receipts are hereby created and authorized to be issued. (c) The Subscription Receipt Certificates (including all replacements issued in accordance with this Agreement) shall be substantially in the applicable form attached hereto as Schedule “A”, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Subscription Receipt Agent and, when applicable, CDSAgent, prescribe, and shall be issuable in any whole number denominations. (d) The Subscription Receipt Agent is hereby directed, immediately following the execution xxxxxx directed to countersign and delivery deliver 17 Subscription Receipt Certificates representing an aggregate of this Agreement, to deliver to Scotia, or deposit at the direction of Scotia, on behalf of the Underwriters, 38,433,000 50,000,000 Subscription Receipts registered to the Subscribers. (e) Subscription Receipts may not be issued within the United States or to or for the account or benefit of any U.S. Person and no Subscription Receipts may be delivered to any address in the name of “CDS & Co” Non-Certificated Issuance Account bearing CUSIP: 00000X000 / ISIN: CA07317Q1138, 00 Xxx Xxxxxxxxx, X.X. Xxx 0000 Stn. A, Xxxxxxx, Xxxxxxx, X0X 0X0United States.

Terms and Issue of Subscription Receipts. (a) Each Subscription Receipt shall evidence the right of each holderholder to receive, without payment of additional consideration or further action on the part of such the holder: : (i) if the Acquisition Time occurs Escrow Conditions are satisfied on or before 5:00 p.m. (Calgary time) on June 30the Deadline, 2014 or a Repayment Default and provided that the Release Notice has and Irrevocable Direction have been delivered to the Subscription Receipt Agentin accordance with Section 3.1, to receive one Common Share Unit for each Subscription Receipt held together with such holder’s Dividend Equivalent Amount less applicable withholding taxesheld; or or (ii) if on or before the Termination Time occurs Deadline: (A) the Escrow Conditions are not satisfied and a Repayment Default the Release Notice has not been delivered to the Subscription Receipt Agent; (B) the Amalgamation Agreement is terminated in accordance with its terms at any earlier time; or (C) the Corporation has advised Xxxxxxx, then holders on behalf of the Agents, and the Subscription Receipts shall be entitled Receipt Agent by written notice, or has announced to receive the public, that it does not intend to proceed with the Amalgamation, (the time of occurrence of any such event being the "Termination Time"), an amount per Subscription Receipt (excluding the Agents’ Subscription Receipts) equal to the Subscription Price of the Subscription Receipts and their pro rata entitlement of Earned Interest thereon, less applicable withholding taxes. The Corporation shall be responsible and liable for any shortfall (including as a result of Section 3.8) between the full Subscription Price plus the amount of the Earned Interest of the Subscription Receipts (excluding the Agents’ Subscription Receipts) and the Escrowed Funds. (b) A maximum of 38,433,000 18,500,000 Subscription Receipts are hereby created and authorized to be issued. (c) The Subscription Receipt Certificates (including all replacements issued in accordance with this Agreement) shall be substantially in the applicable form attached hereto as Schedule “A”, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Subscription Receipt Agent and, when applicable, CDS, prescribe, and shall be issuable in any whole number denominations. (d) The Subscription Receipt Agent is hereby directed, immediately following the execution and delivery of this Agreement, to to: (i) deliver to ScotiaXxxxxxx, or deposit at the direction of Scotiathe Corporation, on behalf of the UnderwritersAgents, 38,433,000 such number of Subscription Receipts as directed by the Corporation and registered in the name of “"CDS & Co” Non-Certificated Issuance " NCI Account bearing CUSIP: 00000X000 / ISIN: CA07317Q1138, 00 Xxx Xxxxxxxxx, X.X. Xxx 0000 Stn. A, Xxxxxxx, Xxxxxxx, X0X 0X0CA5410951134/ CUSIP 000000000; and (ii) deliver to Xxxxxxx (or as the Corporation and Xxxxxxx may otherwise direct) a number definitive Subscription Receipt Certificates in such numbers and registrations as directed by the Corporation.

Terms and Issue of Subscription Receipts. (a) Each Subscription Receipt shall evidence the right of each holder, without payment of additional consideration or further action on the part of such holder: (i) if the Acquisition Time occurs on or before 5:00 p.m. (Calgary time) on June 30, 2014 or a Repayment Default Notice has been delivered prior to the Subscription Receipt AgentDeadline, to receive receive, for no additional consideration and without further action, one fully paid and non-assessable Common Share for each Subscription Receipt held together with Share, plus such holder’s Dividend Equivalent Amount less applicable withholding taxespayments made pursuant to Section 3.2; or (ii) if the a Termination Time occurs and a Repayment Default Notice has not been delivered to the Subscription Receipt AgentEvent occurs, then holders of Subscription Receipts shall be entitled to receive an amount per Subscription Receipt equal to the Subscription Price in respect of each Subscription Receipt held and such holder’s pro rata share of the Subscription Receipts and their pro rata entitlement of Earned Interest thereonInterest, less applicable withholding taxes, all in the manner and on the terms and conditions set out in this Agreement. (b) A maximum of 38,433,000 l Subscription Receipts are hereby created and authorized to be issuedissued at a price equal to the Subscription Price. (c) The Subscription Receipt Certificates (including all replacements issued in accordance with this Agreement) shall be in the form of one or more Global Subscription Receipt registered in the name of CDS substantially in the applicable form attached hereto as Schedule “A”1.1(oo), shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Subscription Receipt Agent and, when applicable, CDS, and CDS prescribe, and shall be issuable in any whole number denominations. (d) Such Subscription Receipt Certificates representing Subscription Receipts offered and sold to purchasers in the Offering in the United States shall be substantially in the form attached hereto as Schedule 1.1(oo), with such modifications as may be necessary to include the legend required under Section 2.15. (e) The Subscription Receipt Agent is hereby directed, immediately following the execution and delivery of this Agreement, to execute, issue and deliver to Scotia, or deposit at the direction of ScotiaLead Underwriter, on behalf of the Underwriters, 38,433,000 one or more definitive Subscription Receipt Certificates representing an aggregate of l Subscription Receipts. (f) In the event of the closing of the exercise of the Over-Allotment Option, in whole or in part, prior to the Acquisition Time, the Underwriters shall transfer to the Subscription Receipt Agent an amount equal to the number of Optioned Subscription Receipts registered acquired by the Underwriters upon such exercise of the Over-Allotment Option multiplied by the Subscription Price, which amount will be deposited in the name segregated account contemplated by Subsection 2.1(a) and be dealt with in accordance with the terms of “this Agreement. The Corporation shall: (i) issue and shall direct the Subscription Receipt Agent, against payment of such amount, to certify and deliver to CDS & Co” Nonor its nominee, for the benefit of the Underwriters, one or more Global Subscription Receipts representing the number of Optioned Subscription Receipts acquired by the Underwriters upon the exercise of the Over-Certificated Issuance Account bearing CUSIP: 00000X000 / ISIN: CA07317Q1138Allotment Option; and (ii) pay or cause to be paid to the Lead Underwriter, 00 Xxx Xxxxxxxxxon behalf of the Underwriters, X.X. Xxx 0000 Stn. A, Xxxxxxx, Xxxxxxx, X0X 0X0an amount equal to one-half of the Underwriters’ Fee payable by the Corporation as a result of the exercise of the Over-Allotment Option.

Terms and Issue of Subscription Receipts. (a) Each Subscription Receipt shall evidence the right of each holder, without payment of additional consideration or further action on the part of such holder: (i) if the Acquisition Time occurs on or before 5:00 p.m. (Calgary time) on June 30, 2014 or a Repayment Default Notice has been delivered to by the Subscription Receipt AgentDeadline, to receive receive, for no additional consideration, one Common Share for each Subscription Receipt held together with Unit plus such holder’s Dividend Equivalent Amount Acquisition Payment less applicable withholding taxes; or (ii) if the Termination Acquisition Time occurs and a Repayment Default Notice does not occur by the Deadline, the EnCana Acquisition is terminated at any earlier time or the Trust has not been delivered advised the Underwriters or announced to the Subscription Receipt Agentpublic that it does not intend to proceed with the EnCana Acquisition, then holders of Subscription Receipts shall be entitled to receive an amount per Subscription Receipt equal to the Subscription Price sum of the Subscription Receipts Price and their such holder’s pro rata entitlement share of the Earned Interest thereonInterest, less applicable withholding taxes, all in the manner and on the terms and conditions set out in this Agreement. (b) A maximum of 38,433,000 17,800,000 Subscription Receipts are hereby created and authorized to be issued. (c) The Subscription Receipt Certificates (including all replacements issued in accordance with this Agreement) shall be substantially in the applicable form attached hereto as Schedule “A”, shall bear such distinguishing letters and numbers as the Corporation Trust may, with the approval of the Subscription Receipt Escrow Agent and, when applicable, CDS, and CDS prescribe, and shall be issuable in any whole number denominations. (d) The Subscription Receipt Escrow Agent is hereby directed, immediately following the execution and delivery of this Agreement, to execute, issue and deliver to Scotia, or deposit at the direction of ScotiaLead Underwriter, on behalf of the Underwriters, 38,433,000 one or more definitive Subscription Receipt Certificates in the form of a Global Subscription Receipt representing 17,800,000 Subscription Receipts registered in the name of “CDS & Co” Non-Certificated Issuance Account bearing CUSIP: 00000X000 / ISIN: CA07317Q1138, 00 Xxx Xxxxxxxxx, X.X. Xxx 0000 Stn. A, Xxxxxxx, Xxxxxxx, X0X 0X0(or its nominee).

Terms and Issue of Subscription Receipts. (a) Each Subscription Receipt shall evidence the right of each holder, without payment of additional consideration or further action on the part of such holder: (i) if the Acquisition Time occurs on or before 5:00 p.m. (Calgary time) on June 30, 2014 or a Repayment Default Notice has been delivered to by the Subscription Receipt AgentDeadline, to receive receive, for no additional consideration, one Common Share for each Subscription Receipt held together with Unit plus such holder’s Dividend Equivalent Amount 's Acquisition Payment less applicable withholding taxes; or (ii) if the Termination Acquisition Time occurs and a Repayment Default Notice does not occur by the Deadline, the Acquisition is terminated at any earlier time or the Trust has not been delivered advised the Underwriters or announced to the Subscription Receipt Agentpublic that it does not intend to proceed with the Acquisition, then holders of Subscription Receipts shall be entitled to receive an amount per Subscription Receipt equal to the Subscription Price sum of the Subscription Receipts Price and their pro rata entitlement such holder's PRO RATA share of the Earned Interest thereonInterest, less applicable withholding taxes, all in the manner and on the terms and conditions set out in this Agreement. (b) A maximum of 38,433,000 3,500,000 Subscription Receipts are hereby created and authorized to be issued. (c) The Subscription Receipt Certificates (including all replacements issued in accordance with this Agreement) shall be substantially in the applicable form attached hereto as Schedule “SCHEDULE "A”", shall bear such distinguishing letters and numbers as the Corporation Trust may, with the approval of the Subscription Receipt Escrow Agent and, when applicable, and CDS, prescribe, and shall be issuable in any whole number denominations. (d) The Subscription Receipt Escrow Agent is hereby directed, immediately following the execution and delivery of this Agreement, to execute, issue and deliver to Scotia, or deposit at the direction of ScotiaLead Underwriter, on behalf of the Underwriters, 38,433,000 one or more definitive Subscription Receipt Certificates in the form of a Global Subscription Receipt representing 3,500,000 Subscription Receipts registered in the name of “CDS & Co” Non-Certificated Issuance Account bearing CUSIP: 00000X000 / ISIN: CA07317Q1138, 00 Xxx Xxxxxxxxx, X.X. Xxx 0000 Stn. A, Xxxxxxx, Xxxxxxx, X0X 0X0(or its nominee).