Common use of Certificates and Payments Clause in Contracts

Certificates and Payments. (a) On or immediately prior to the Effective Date, the Company shall deposit or cause to be deposited with the Depositary, for the benefit of and to be held on behalf of the Securityholders and Brookfield, certificates representing the New Shares that the Securityholders and Brookfield are entitled to receive pursuant to Section 2.2(f), which certificates shall be held by the Depositary as agent and nominee for the Securityholders and Brookfield, subject to the issuance of the Certificate, in accordance with the provisions of this Article III. (b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the time at which the transactions described in Section 2.2(f) are deemed to have occurred represented one or more Common Shares (or the entitlement to receive one or more Common Shares pursuant to Section 2.2(d)), together with a duly completed and executed Letter of Transmittal, and such additional documents and instruments as the Depositary may reasonably require, the holder of such certificate shall be entitled to receive in exchange therefor, and the Depositary shall delivery to such holder following the Effective Time (in each case, less any amount withheld pursuant to Section 6.1), a certificate representing the number of New Shares to which such holder is entitled to receive under the Arrangement. (c) After the Effective Time and until surrendered for cancellation as contemplated by Section 3.1(b), each certificate which immediately prior to the time at which the transactions described in Section 2.2(f) represented one or more Common Shares (or the entitlement to receive one or more Common Shares pursuant to Section 2.2(d)) shall be deemed at all times to represent only the right to receive in exchange therefor the entitlements which the holder of such certificate is entitled to receive in accordance with Section 3.1(b). (d) In the event any certificate which immediately prior to the time at which the transactions described in Section 2.2(f) represented one or more Common Shares (or the entitlement to receive one or more Common Shares pursuant to Section 2.2(d)) that were consolidated pursuant to Section 2.2(f) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the New Shares that such Person is entitled to receive pursuant to Section 2.2(f) deliverable in accordance with such holder’s Letter of Transmittal. When authorizing the delivery of such consideration in exchange for any lost, stolen or destroyed certificate, the Person to whom the consideration is being delivered shall, as a condition precedent to the delivery of such consideration, give a bond satisfactory to the Company and the Depositary in such sum as the Company and the Depositary may direct or otherwise indemnify the Company and the Depositary in a manner satisfactory to the Company and the Depositary against any claim that may be made against the Company or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

Certificates and Payments. (a) On or immediately Following receipt of the Final Order and prior to the Effective DateTime, the Company VAALCO and AcquireCo shall deposit deliver or cause to be deposited delivered to the Depositary such number of VAALCO Shares required to satisfy the aggregate Consideration payable to the TransGlobe Shareholders in accordance with the Depositary, for the benefit of and to be held on behalf of the Securityholders and Brookfield, certificates representing the New Section 3.1 which VAALCO Shares that the Securityholders and Brookfield are entitled to receive pursuant to Section 2.2(f), which certificates shall be held by the Depositary as agent and nominee for the Securityholders and Brookfield, subject such former TransGlobe Shareholders for distribution to the issuance of the Certificate, such former TransGlobe Shareholders in accordance with the provisions of this Article III5. (b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the time at which the transactions described in Section 2.2(f) are deemed to have occurred Effective Time represented one or more Common outstanding TransGlobe Shares (or the entitlement to receive one or more Common Shares that were transferred pursuant to Section 2.2(d)3.1(f), together with a duly completed and executed Letter of Transmittal, Transmittal and any such additional documents and instruments as the Depositary may reasonably require, the registered holder of the TransGlobe Shares represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall delivery deliver to such holder following TransGlobe Shareholder the Effective Time (in each caseConsideration that such TransGlobe Shareholder has the right to receive under the Arrangement for such TransGlobe Shares, less any amount amounts withheld pursuant to Section 6.1)5.3, a and any certificate representing the number of New Shares to which such holder is entitled to receive under the Arrangementso surrendered shall forthwith be cancelled. (c) After the Effective Time and until surrendered for cancellation as contemplated by Section 3.1(b5.1(b), each certificate which that immediately prior to the time at which the transactions described in Section 2.2(f) Effective Time represented one or more Common TransGlobe Shares (other than TransGlobe Shares held by VAALCO, AcquireCo or the entitlement to receive one or more Common Shares pursuant to Section 2.2(d)any of their respective affiliates) shall be deemed at all times to represent only the right to receive in exchange therefor the entitlements which Consideration that the holder of such certificate is entitled to receive in accordance with Section 3.1(b). (d) In the event 3.1, less any certificate which immediately prior to the time at which the transactions described in Section 2.2(f) represented one or more Common Shares (or the entitlement to receive one or more Common Shares amounts withheld pursuant to Section 2.2(d)) that were consolidated pursuant to Section 2.2(f) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the New Shares that such Person is entitled to receive pursuant to Section 2.2(f) deliverable in accordance with such holder’s Letter of Transmittal. When authorizing the delivery of such consideration in exchange for any lost, stolen or destroyed certificate, the Person to whom the consideration is being delivered shall, as a condition precedent to the delivery of such consideration, give a bond satisfactory to the Company and the Depositary in such sum as the Company and the Depositary may direct or otherwise indemnify the Company and the Depositary in a manner satisfactory to the Company and the Depositary against any claim that may be made against the Company or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed5.3.