Common use of Upon receipt by the Corporation of a Retraction Request Clause in Contracts

Upon receipt by the Corporation of a Retraction Request. the Corporation shall immediately notify EduTrek thereof. In order to exercise the Retraction Call Right, EduTrek must notify the Corporation in writing of its determination to do so (the "EDUTREK CALL NOTICE") within two Business Days of such notification. If EduTrek does not so notify the Corporation within two Business Days, the Corporation will notify the holder as soon as possible thereafter that EduTrek will not exercise the Retraction Call Right. If EduTrek delivers the EduTrek Call Notice within such two Business Days, and provided that the Retraction Request is not revoked by the holder in the manner specified in Section 6.7, the EduTrek Call Notice shall constitute acceptance by EduTrek of the offer by the holder to sell the Retracted Shares to EduTrek in accordance with the Retraction Call Right. In such event, the Corporation shall not redeem the Retracted Shares and EduTrek shall purchase from such holder and such holder shall sell to EduTrek on the Retraction Date the Retracted Shares for a purchase price (the "PURCHASE PRICE") per share equal to the Retraction Price per share. For the purposes of completing a purchase pursuant to the Retraction Call Right, EduTrek shall deposit with the Transfer Agent, on or before the Retraction Date the Exchangeable Share Consideration representing the total Purchase Price. Provided that such Exchangeable Share Consideration has been so deposited with the Transfer Agent, the closing of the purchase and sale of the Retracted Shares pursuant to the 18 61 Retraction Call Right shall be deemed to have occurred as at the close of business on the Retraction Date and, for greater certainty, no redemption by the Corporation of such Retracted Shares shall take place on the Retraction Date. In the event that EduTrek does not deliver a EduTrek Call Notice within two Business Days or otherwise comply with these Exchangeable Share provisions in respect thereto, and provided that Retraction Request is not revoked by the holder in the manner specified in Section 6.7, the Corporation shall redeem the Retracted Shares on the Retraction Date and in the manner otherwise contemplated in this Article 6.

Upon receipt by the Corporation of a Retraction Request. the Corporation shall immediately notify EduTrek Jaws US thereof. In order to exercise the Retraction Call Right, EduTrek Jaws US must notify the Corporation in writing of its determination to do so (the "EDUTREK CALL NOTICEJaws US Call Notice") within two Business Days of such notification. If EduTrek Jaws US does not so notify the Corporation within such two Business Days, the Corporation will notify the holder as soon as possible thereafter that EduTrek Jaws US will not exercise the Retraction Call Right. If EduTrek Jaws US delivers the EduTrek Jaws US Call Notice within such two Business Days, and provided that the Retraction Request is not revoked by the holder in the manner specified in Section 6.7, the EduTrek Call Notice Retraction Request shall constitute acceptance by EduTrek of the thereupon be considered only to be an offer by the holder to sell the Retracted Shares to EduTrek Jaws US in accordance with the Retraction Call Right. In such event, the Corporation shall not redeem the Retracted Shares and EduTrek Jaws US shall purchase from such holder and such holder shall sell to EduTrek Jaws US on the Retraction Date the Retracted Shares for a purchase price place per share (the "PURCHASE PRICEPurchase Price") per share equal to the Retraction Price per sharePrice. For the purposes of completing a purchase pursuant to the Retraction Call Right, EduTrek Jaws US shall deposit with the Transfer Agent, on or before the Retraction Date Date, the Exchangeable Share Consideration representing the total Purchase Price. Provided that such Exchangeable Share Consideration has been so deposited with the Transfer Agent, the closing of the purchase and sale of the Retracted Shares pursuant to the 18 61 Retraction Call Right shall be deemed to have occurred as at the close of business on the Retraction Date and, for greater certainty, no redemption by the Corporation of such Retracted Shares shall take place on the Retraction Date. In the event that EduTrek Jaws US does not deliver a EduTrek Jaws US Call Notice within two Business Days or otherwise comply with these Exchangeable Share provisions in respect thereto, and provided that Retraction Request is not revoked by the holder in the manner specified in Section 6.7, the Corporation shall redeem the Retracted Shares on the Retraction Date and in the manner otherwise contemplated in this Article 6.

Upon receipt by the Corporation of a Retraction Request. the Corporation shall immediately notify EduTrek thereofprovide notice thereof to BEI. In order to exercise the Retraction Call Right, EduTrek BEI must notify the Corporation in writing of its determination to do so (the "EDUTREK BEI CALL NOTICE") within two five Business Days of such notificationnotification to BEI by the Corporation of the receipt by the Corporation of the Retraction Request. If EduTrek BEI does not so notify the Corporation within two such five Business DaysDay period, the Corporation will notify the holder as soon as possible thereafter that EduTrek BEI will not exercise the Retraction Call Right. If EduTrek BEI delivers the EduTrek BEI Call Notice within such two five Business DaysDay period, and provided that the Retraction Request is not revoked by the holder in the manner specified in Section 6.7, the EduTrek Call Notice Retraction Request shall constitute acceptance by EduTrek of the thereupon be deemed to be an offer by the holder to sell the Retracted Shares to EduTrek BEI in accordance with the Retraction Call Right. In such event, the Corporation shall not redeem the Retracted Shares and EduTrek BEI shall purchase from such holder and such holder shall sell to EduTrek BEI on the Retraction Date the Retracted Shares Shares, free and clear of all liens, claims and encumbrances, for a purchase price an amount per Retracted Share (the "PURCHASE PRICE") per share equal to (i) the Current Market Price of a BEI Share on the last Business Day prior to the Retraction Price per shareDate (which shall be satisfied in full by BEI causing to be delivered to such holder one BEI Share for each Exchangeable Share presented and surrendered by the holder), plus (ii) the Unpaid Dividend Amount, if any, on those Retracted Shares held by such holder on any dividend record date which occurred prior to the Retraction Date. For the purposes of completing a purchase pursuant to the Retraction Call Right, EduTrek BEI shall deposit with the Transfer Agent, on or before the Retraction Date Date, certificates representing BEI Shares and a cheque or cheques of BEI payable at par at any branch of the Exchangeable Share Consideration bankers of BEI representing the total Purchase PriceUnpaid Dividend Amount, if any, less any amounts withheld on account of tax required to be deducted and withheld therefrom. Provided that such Exchangeable Share Consideration BEI has been so deposited complied with the Transfer Agentimmediately preceding sentence, the closing of the purchase and sale of the Retracted Shares pursuant to the 18 61 Retraction Call Right shall be deemed to have occurred as at the close of business on the Retraction Date and, for greater certainty, no redemption by the Corporation of such Retracted Shares shall take place on the Retraction Date. In the event that EduTrek BEI does not deliver a EduTrek BEI Call Notice within two such five (5) Business Days or otherwise comply with these Exchangeable Share provisions in respect theretoDay period, and provided that the Retraction Request is not revoked by the holder in the manner specified in Section 6.76.7 hereof, the Corporation shall redeem the Retracted Shares on the Retraction Date and in the manner otherwise contemplated in this Article Section 6. As a condition to such purchase, the holder shall deliver such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent, the Corporation or BEI may reasonably require, at the registered office of the Corporation or BEI (or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable Shares).

Upon receipt by the Corporation of a Retraction Request. the Corporation shall immediately notify EduTrek US Co thereof. In order to exercise the Retraction Call Right, EduTrek US Co must notify the Corporation in writing of its determination to do so (the "EDUTREK CALL NOTICEUS Co Call Notice") within two Business Days of such notificationnotification to US Co by the Corporation of the receipt by the Corporation of the Retraction Request. If EduTrek US Co does not so notify the Corporation within such two Business DaysDay period, the Corporation will notify the holder as soon as possible thereafter that EduTrek US Co will not exercise the Retraction Call Right. If EduTrek US Co delivers the EduTrek US Co Call Notice within such two Business DaysDay time period, and provided that the Retraction Request is not revoked by the holder in the manner specified in Section 6.7, the EduTrek Call Notice Retraction Request shall constitute acceptance by EduTrek of the thereupon be considered only to be an offer by the holder to sell the Retracted Shares to EduTrek US Co in accordance with the Retraction Call Right. In such event, the Corporation shall not redeem the Retracted Shares and EduTrek US Co shall purchase from such holder and such holder shall sell to EduTrek US Co on the Retraction Date the Retracted Shares for a purchase price (the "PURCHASE PRICEPurchase Price") per share equal to the Retraction Price per share. For the purposes of completing a purchase pursuant to the Retraction Call Right, EduTrek US Co shall deposit with the Transfer Agent, on or before the Retraction Date the Exchangeable Share Consideration representing the total Purchase Price. Provided that such Exchangeable Share Consideration has been so deposited with the Transfer Agent, the closing of the purchase and sale of the Retracted Shares pursuant to the 18 61 Retraction Call Right shall be deemed to have occurred as at the close of business on the Retraction Date and, for greater certainty, no redemption by the Corporation of such Retracted Shares shall take place on the Retraction Date. In the event that EduTrek US Co does not deliver a EduTrek US Co Call Notice within such two Business Days Day period or otherwise comply with these Exchangeable Share provisions in respect thereto, and provided that Retraction Request is not revoked by the holder in the manner specified in Section 6.7, the Corporation shall redeem the Retracted Shares on the Retraction Date and in the manner otherwise contemplated in this Article 6.

Upon receipt by the Corporation of a Retraction Request. the Corporation shall immediately notify EduTrek thereofprovide notice thereof to WACI. In order to exercise the Retraction Call Right, EduTrek WACI must notify the Corporation in writing of its determination to do so (the "EDUTREK CALL NOTICEWACI Call Notice") within two five (5) Business Days of such notificationnotification to WACI by the Corporation of the receipt by the Corporation of the Retraction Request. If EduTrek WACI does not so notify the Corporation within two such five Business DaysDay period, the Corporation will notify the holder as soon as possible thereafter that EduTrek WACI will not exercise the Retraction Call Right. If EduTrek WACI delivers the EduTrek WACI Call Notice within such two five Business DaysDay period, and provided that the Retraction Request is not revoked by the holder in the manner specified in Section section 6.7, the EduTrek Call Notice Retraction Request shall constitute acceptance by EduTrek of the thereupon be deemed to be an offer by the holder to sell the Retracted Shares to EduTrek WACI in accordance with the Retraction Call Right. In such event, the Corporation shall not redeem the Retracted Shares and EduTrek WACI shall purchase from such holder and such holder shall sell to EduTrek WACI on the Retraction Date the Retracted Shares for a purchase price an amount per Retracted Share (the "PURCHASE PRICEPurchase Price") per share equal to (i) the Current Market Price of a WACI Common Share on the last Business Day prior to the Retraction Price per shareDate (which may be satisfied in full by WACI instructing the Agent to deliver to such holder one WACI Common Share for each Exchangeable Share presented and surrendered by the holder), plus (ii) the Unpaid Dividend Amount, if any, on those Retracted Shares held by such holder on any dividend record date which occurred prior to the Retraction Date. For the purposes of completing a purchase pursuant to the Retraction Call Right, EduTrek in addition to giving instructions to the Agent, WACI shall deposit with the Transfer Agent, on Agent a cheque or before cheques of WACI payable at par at any branch of the Retraction Date the Exchangeable Share Consideration bankers of WACI representing the total Purchase PriceUnpaid Dividend Amount, if any, less any amounts withheld on account of tax required to be deducted and withheld therefrom. Provided that such Exchangeable Share Consideration WACI has been so deposited complied with the Transfer Agentimmediately preceding sentence, the closing of the purchase and sale of the Retracted Shares pursuant to the 18 61 Retraction Call Right shall be deemed to have occurred as at the close of business on the Retraction Date and, for greater certainty, no redemption by the Corporation of such Retracted Shares shall take place on the Retraction Date. In the event that EduTrek WACI does not deliver a EduTrek WACI Call Notice within two such five Business Days or otherwise comply with these Exchangeable Share provisions in respect theretoDay period, and provided that the Retraction Request is not revoked by the holder in the manner specified in Section 6.7section 6.7 hereof, the Corporation shall redeem the Retracted Shares on the Retraction Date and in the manner otherwise contemplated in this Article section 6.

Upon receipt by the Corporation of a Retraction Request. the Corporation shall immediately notify EduTrek TMW and Canco thereof. In order to exercise the Retraction Call Right, EduTrek TMW or Canco must notify the Corporation in writing of its determination to do so (the "EDUTREK CALL NOTICECall Notice") within two Business Days of such notification. If EduTrek does not so notify neither TMW nor Canco notifies the Corporation within two Business Days, the Corporation will notify the holder as soon as possible thereafter that EduTrek neither TMW nor Canco will not exercise the Retraction Call Right. If EduTrek either TMW or Canco delivers the EduTrek Call Notice within such two Business Days, and provided that the Retraction Request is not revoked by the holder in the manner specified in Section 6.7, the EduTrek Call Notice Retraction Request shall constitute acceptance by EduTrek of the thereupon be considered only to be an offer by the holder to sell the Retracted Shares to EduTrek either TMW or Canco in accordance with the Retraction Call Right. In such event, the Corporation shall not redeem the Retracted Shares and EduTrek TMW or Canco as set forth in the Call Notice shall purchase from such holder and such holder shall sell to EduTrek either TMW or Canco on the Retraction Date the Retracted Shares for a purchase price (the "PURCHASE PRICEPurchase Price") per share equal to the Retraction Price per share. For the purposes of completing a purchase pursuant to the Retraction Call Right, EduTrek TMW or Canco shall deposit with the Transfer Agent, on or before the Retraction Date the Exchangeable Share Consideration representing the total Purchase Price. Provided that such Exchangeable Share Consideration has been so deposited with the Transfer Agent, the closing of the purchase and sale of the Retracted Shares pursuant to the 18 61 Retraction Call Right shall be deemed to have occurred as at the close of business on the Retraction Date and, for greater certainty, no redemption by the Corporation of such Retracted Shares shall take place on the Retraction Date. In the event that EduTrek does not deliver neither TMW nor Canco delivers a EduTrek Call Notice within two Business Days or otherwise comply with these Exchangeable Share provisions in with respect thereto, and provided that Retraction Request is not revoked by the holder in the manner specified in Section 6.7, the Corporation shall redeem the Retracted Shares on the Retraction Date and in the manner otherwise contemplated in this Article 6.

Upon receipt by the Corporation of a Retraction Request. the Corporation shall immediately notify EduTrek Weatherford thereof. In order to exercise the Retraction Call Right, EduTrek Weatherford must notify the Corporation in writing of its determination to do so (the "EDUTREK CALL NOTICEWeatherford Call Notice") within two Business Days of such notificationnotification to Weatherford by the Corporation of the receipt by the Corporation of the Retraction Request. If EduTrek Weatherford does not so notify the Corporation within such two Business DaysDay period, the Corporation will notify the holder as soon as possible thereafter that EduTrek Weatherford will not exercise the Retraction Call Right. If EduTrek Weatherford delivers the EduTrek Weatherford Call Notice within such two Business DaysDay time period, and provided that the Retraction Request is not revoked by the holder in the manner specified in Section 6.7, the EduTrek Call Notice Retraction Request shall constitute acceptance by EduTrek of the thereupon be considered only to be an offer by the holder to sell the Retracted Shares to EduTrek Weatherford in accordance with the Retraction Call Right. In such event, the Corporation shall not redeem the Retracted Shares and EduTrek Weatherford shall purchase from such holder and such holder shall sell to EduTrek Weatherford on the Retraction Date the Retracted Shares for a purchase price (the "PURCHASE PRICEPurchase Price") per share equal to the Retraction Price per share. For the purposes of completing a purchase pursuant to the Retraction Call Right, EduTrek Weatherford shall deposit with the Transfer Agent, on or before the Retraction Date the Series 1 Exchangeable Share Consideration representing the total Purchase Price. In connection with and as part of the payment of the Purchase Price, Weatherford shall be entitled to liquidate some of the Weatherford Common Stock that would otherwise be deliverable to the particular holder of Series 1 Exchangeable Shares in order to fund any statutory withholding tax obligation. Provided that such Series 1 Exchangeable Share Consideration has been so deposited with the Transfer Agent, the closing of the purchase and sale of the Retracted Shares pursuant to the 18 61 Retraction Call Right shall be deemed to have occurred as at the close of business on the Retraction Date and, for greater certainty, no redemption by the Corporation of such Retracted Shares shall take place on the Retraction Date. In the event that EduTrek Weatherford does not deliver a EduTrek Weatherford Call Notice within such two Business Days Day period or otherwise comply with these Series 1 Exchangeable Share provisions in respect thereto, and provided that Retraction Request is not revoked by the holder in the manner specified in Section 6.7, the Corporation shall redeem the Retracted Shares on the Retraction Date and in the manner otherwise contemplated in this Article 6.

Upon receipt by the Corporation of a Retraction Request. the Corporation shall immediately notify EduTrek OSI and OSI ULC thereof. In order to exercise the Retraction Call Right, EduTrek OSI or OSI ULC must notify the Corporation in writing of its determination to do so (the "EDUTREK CALL NOTICEOSI Call Notice") within two Business Days of such notification. If EduTrek OSI or OSI ULC does not so notify the Corporation within such two Business Days, the Corporation will notify the holder as soon as possible thereafter that EduTrek neither OSI nor OSI ULC will not exercise the Retraction Call Right. If EduTrek OSI or OSI ULC delivers the EduTrek OSI Call Notice within such two Business Days, and provided that the Retraction Request is not revoked by the holder in the manner specified in Section 6.76.7 hereof, the EduTrek Call Notice Retraction Request shall constitute acceptance by EduTrek of the thereupon be considered only to be an offer by the holder to sell the Retracted Shares to EduTrek OSI or OSI ULC, as the case may be, in accordance with the Retraction Call Right. In such event, the Corporation shall not redeem the Retracted Shares and EduTrek OSI or OSI ULC, as the case may be, shall purchase from such holder and such holder shall sell to EduTrek OSI or OSI ULC, as the case may be, on the Retraction Date the Retracted Shares for a purchase price per share (the "PURCHASE PRICEPurchase Price") per share equal to the Retraction Price per sharePrice, which as set forth in Section 6.4 hereof, shall be fully paid and satisfied by the delivery by or on behalf of OSI or OSI ULC, as the case may be, of the Exchangeable Share Consideration representing such holder's Purchase Price. For the purposes of completing a purchase pursuant to the Retraction Call Right, EduTrek OSI or OSI ULC, as the case may be, shall deposit with the Transfer Agent, on or before the Retraction Date Date, the Exchangeable Share Consideration representing the total Purchase Price. Provided that such Exchangeable Share Consideration has been so deposited with the Transfer Agent, the closing of the purchase and sale of the Retracted Shares pursuant to the 18 61 Retraction Call Right shall be deemed to have occurred as at the close of business on the Retraction Date and, for greater certainty, no redemption by the Corporation of such Retracted Shares shall take place on the Retraction Date. In the event that EduTrek OSI or OSI ULC, as the case may be, does not deliver a EduTrek OSI Call Notice within two Business Days or otherwise comply with these Exchangeable Share provisions in respect thereto, and provided that Retraction Request is not revoked by the holder in the manner specified in Section 6.76.7 hereof, the Corporation shall redeem the Retracted Shares on the Retraction Date and in the manner otherwise contemplated in this Article 6.