Common use of Delivery of Consideration Clause in Contracts

Delivery of Consideration. 5.1.1 Following receipt of the Final Order and prior to the Effective Date in accordance with the terms of the Arrangement Agreement, the Purchaser shall deposit with the Depositary such number of Purchaser Shares as is necessary in order to effect the exchange or settlement under Section 3.1 of this Plan of Arrangement. In addition, the Purchaser will (i) on the Effective Date, issue to the holders of Company Options and Company Warrants certificates representing the Replacement Options and Replacement Warrants required to be issued pursuant to Section 3.1 and reflect such holders as the registered holders of Replacement Options and/or Replacement Warrants, as applicable, on the registers of options and warrants maintained by the Purchaser, and (ii) deliver (or caused to be delivered) such certificates to the holders of the Company Options and Company Warrants as soon as reasonably practicable thereafter (and in any event not later than five Business Days following the Effective Date). 5.1.2 Subject to surrender to the Depositary of a certificate which immediately prior to the Effective Time represented outstanding Company Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, following the Effective Time the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the Purchaser Shares which such holder has the right to receive under Section 3.1 of this Plan of Arrangement, less any amounts withheld pursuant to Section 7.1 and any certificate so surrendered shall forthwith be cancelled. 5.1.3 Until surrendered as contemplated by this Section 5.1, each certificate that immediately prior to the Effective Time represented Company Shares shall be deemed after the Effective Time to represent only the right to receive, upon such surrender, the Purchaser Shares to which the holder thereof is entitled in lieu of such certificate as contemplated by Section 3.1 and this Section 5.1, less any amounts withheld pursuant to Section 7.1. Any such certificate formerly representing Company Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall: (a) cease to represent a claim by, or interest of, any former holder of Company Shares of any kind or nature against or in the Company or the Purchaser (or any successor to any of the foregoing); and (b) be deemed to have been surrendered to the Purchaser and shall be cancelled. 5.1.4 No Company Shareholder or holder of Company RSUs, Company Warrants, Company Stock Options, or Mayde Exchangeable Shares shall be entitled to receive any consideration with respect to such Company Shares, Company RSUs, Company Warrants, Company Stock Options, or Mayde Exchangeable Shares other than the consideration to which such holder is entitled in accordance with Section 3.1 and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

Delivery of Consideration. 5.1.1 Following receipt of On the Final Order and day prior to the Effective Date Time, Purchaser, acting as the "Paying Agent," shall establish an account containing an amount of cash sufficient in accordance with the terms aggregate to make full payment of the Arrangement Agreement, the Purchaser shall deposit with the Depositary such number of Purchaser Shares as is necessary in order to effect the exchange or settlement under Section 3.1 of this Plan of Arrangement. In addition, the Purchaser will (i) on the Effective Date, issue Merger Consideration to the holders of all outstanding Certificates. B. No later than thirty (30) days prior to the Effective Time, Purchaser shall furnish to the Company, and the Company Options shall mail to each holder of record of the Company Stock, addressed to the most current address of such persons according to the records of the Company, the following: (i) a letter of transmittal specifying that delivery shall be effected and Company Warrants certificates representing the Replacement Options and Replacement Warrants required to be issued pursuant to Section 3.1 and reflect such holders as the registered holders risk of Replacement Options and/or Replacement Warrants, as applicableloss shall pass, on or after the registers Effective Time only upon delivery of options the Certificates to the Paying Agent, which shall be in a form and warrants maintained by contain any other provisions as Purchaser, the PurchaserPaying Agent and the Company may reasonably agree (the "Transmittal Letter"), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for cash in the amount of the Per Share Consideration for each share of Company Stock represented by the Certificates (the "Instructions"). The Instructions shall request holders to deliver their Certificates, a properly completed, duly executed Transmittal Letter, and any other documentation that may be required from such holder pursuant to the Instructions (or caused collectively, the "Transmittal Items") to the Paying Agent, and shall state that (x) occurrence of the Effective Time is contingent upon the satisfaction of significant conditions, including regulatory approval of the Merger and expiration of statutory waiting periods, and (y) the Transmittal Items will be delivered) such certificates returned to the holders thereof if the Agreement is terminated prior to the Effective Time. Purchaser shall instruct the Paying Agent that, on and after the Effective Time, upon the delivery to the Paying Agent of the Transmittal Items, the Paying Agent is to pay the holder of such Certificate in exchange therefor the amount of cash such holder is entitled to receive in respect of the Certificate surrendered, pursuant to the provisions of Section 1.05A and this Section 1.07B, payable by check, and the Certificate so surrendered shall forthwith be canceled. Such payments shall be made, in the case of holders whose Transmittal Items are delivered to the Paying Agent no later than ten (10) days prior to the Effective Time, by mailing checks on the Closing Date, and in all other cases, by mailing checks promptly, but in no event more than ten (10) days following the later of (i) the Effective Time, or (ii) the date on which the Transmittal Items are delivered to the Paying Agent, provided, however, that any person or affiliated group holding Certificates aggregating more than 1,500 shares of the Company Options Stock as to which the Transmittal Items and Company Warrants as soon as reasonably practicable thereafter either (and in any event not i) appropriate wiring instructions or (ii) deposit information for such shareholder's account at the Bank are delivered to the Paying Agent no later than five Business Days following ten (10) days prior to the Effective Date). 5.1.2 Subject to surrender Time, and deliver appropriate wire transfer instructions to the Depositary Paying Agent at least ten (10) days prior to the Effective Time, shall be entitled to receive payment for such shares on the Closing Date, less any applicable wire transfer fees, by wire transfer. Only holders of a certificate which immediately Certificates who have delivered their Transmittal Items to the Paying Agent no later than ten (10) days prior to the Effective Time represented outstanding Company Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, following shall be eligible to receive payment at the Effective Time as herein provided. Notwithstanding the foregoing, neither the Paying Agent nor any other party to this Agreement shall be liable to any holder of such surrendered certificate shall be entitled Certificates for any amount paid to receive in exchange therefor, and the Depositary shall deliver to such holder, the Purchaser Shares which such holder has the right to receive under Section 3.1 of this Plan of Arrangement, less any amounts withheld a public official pursuant to Section 7.1 and any certificate so surrendered shall forthwith be cancelled. 5.1.3 Until surrendered as contemplated by this Section 5.1, each certificate that immediately prior to the Effective Time represented Company Shares shall be deemed after the Effective Time to represent only the right to receive, upon such surrender, the Purchaser Shares to which the holder thereof is entitled in lieu of such certificate as contemplated by Section 3.1 and this Section 5.1, less any amounts withheld pursuant to Section 7.1. Any such certificate formerly representing Company Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall: (a) cease to represent a claim by, or interest of, any former holder of Company Shares of any kind or nature against or in the Company or the Purchaser (or any successor to any of the foregoing); and (b) be deemed to have been surrendered to the Purchaser and shall be cancelled. 5.1.4 No Company Shareholder or holder of Company RSUs, Company Warrants, Company Stock Options, or Mayde Exchangeable Shares shall be entitled to receive any consideration with respect to such Company Shares, Company RSUs, Company Warrants, Company Stock Options, or Mayde Exchangeable Shares other than the consideration to which such holder is entitled in accordance with Section 3.1 and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.applicable <PAGE>

Delivery of Consideration. 5.1.1 Following receipt of A. On the Final Order and day prior to the Effective Date Time, HCBI shall deposit, or cause to be deposited, with Citizens National Bank, Henderson, Texas, or other entity mutually satisfactory to HCBI and RCBI (the "Paying Agent"), an amount of cash sufficient in accordance with the terms aggregate for the Paying Agent to make full payment of the Arrangement Agreement, the Purchaser shall deposit with the Depositary such number of Purchaser Shares as is necessary in order to effect the exchange or settlement under Section 3.1 of this Plan of Arrangement. In addition, the Purchaser will (i) on the Effective Date, issue Merger Consideration to the holders of Company Options all outstanding Certificates. B. No later than forty (40) calendar days prior to the Effective Time, HCBI shall furnish to RCBI drafts of: (i) a letter of transmittal specifying that delivery shall be effected and Company Warrants certificates representing the Replacement Options and Replacement Warrants required to be issued pursuant to Section 3.1 and reflect such holders as the registered holders risk of Replacement Options and/or Replacement Warrants, as applicableloss shall pass, on or after the registers Effective Time only upon delivery of options the Certificates to the Paying Agent, which shall be in a form and warrants maintained by contain any other provisions as HCBI, the PurchaserPaying Agent and RCBI may reasonably agree (the "Transmittal Letter"), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for cash in the amount of the Per Share Consideration for each share of RCBI Stock represented by the Certificates (the "Instructions"). The Instructions shall request holders to deliver their Certificates, a properly completed, duly executed Transmittal Letter, and any other documentation that may be required from such holder pursuant to the Instructions, including, but not limited to, those items contemplated by Section 1.07E of this Agreement (or caused collectively, the "Transmittal Items") to the Paying Agent, and shall state that (x) occurrence of the Effective Time is contingent upon the satisfaction of significant conditions, including regulatory approval of the Merger and expiration of statutory waiting periods, and (y) the Transmittal Items will be delivered) such certificates returned to the holders thereof if the Agreement is terminated prior to the Effective Time. No later than thirty (30) calendar days prior to the Effective Time, HCBI shall furnish to RCBI, and RCBI shall mail, the Transmittal Letter and the Instructions to each holder of record of RCBI Stock and the Options, addressed to the most current address of such persons according to the records of RCBI, HCBI shall instruct the Paying Agent that, on and after the Effective Time, upon the delivery to or receipt by the Paying Agent of the Company Options Transmittal Items, the Paying Agent is to pay the holder of such Certificate in exchange therefor the amount of cash such holder is entitled to receive in respect of the Certificate surrendered, pursuant to the provisions of Section 1.05A and Company Warrants as soon as reasonably practicable thereafter this Section 1.07B, payable by check or direct deposit to such shareholder's account with the Bank, and the Certificate so surrendered shall forthwith be canceled. Such payments shall be made, in the case of holders whose Transmittal Items are delivered to or received by the Paying Agent no later than ten (10) calendar days prior to the Effective Time, by mailing checks or making the direct deposit on the Closing Date, and in any all other cases, by mailing checks promptly, but in no event not more than ten (10) calendar days following the later of (i) the Effective Time, or (ii) the date on which the Transmittal Items are delivered to or received by the Paying Agent. Only holders of Certificates who have delivered their Transmittal Items to the Paying Agent no later than five Business Days following the Effective Date). 5.1.2 Subject to surrender to the Depositary of a certificate which immediately ten (10) calendar days prior to the Effective Time represented outstanding Company Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, following shall be eligible to receive payment at the Effective Time as herein provided. Notwithstanding the foregoing, neither the Paying Agent nor any other party to this Agreement shall be liable to any holder of such surrendered certificate Certificates for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. No payment shall be entitled to receive in exchange therefor, and made for the Depositary shall deliver to such holder, the Purchaser Shares which such holder has the right to receive under Section 3.1 of this Plan of Arrangement, less any amounts withheld pursuant to Section 7.1 and any certificate so surrendered shall forthwith be cancelled. 5.1.3 Until surrendered as contemplated by this Section 5.1, each certificate that immediately Certificates prior to the Effective Time represented Company Shares Time, and no interest shall be deemed after payable with respect to the payment of the Merger Consideration. C. After the Effective Time Time, there shall be no further registration or transfers on the records of RCBI of outstanding Certificates, and if a Certificate is presented to represent only RCBI or HCBI, it shall be forwarded to the right Paying Agent for cancellation and exchange for the consideration set forth in Section 1.05A. D. If the Per Share Consideration is to receivebe issued to a person other than a person in whose name a Certificate is registered, upon it shall be a condition of issuance that the surrendered Certificate shall be properly endorsed or otherwise executed in proper form for transfer and that the person requesting such surrenderissuance shall pay to the Paying Agent any required transfer or other taxes or establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable. E. If any record holder of a Certificate is unable to locate any Certificate, prior to payment therefor by the Purchaser Shares Paying Agent, such person shall submit to which the holder thereof is entitled Paying Agent an affidavit of lost certificate and indemnification agreement in form acceptable to HCBI and the Paying Agent, and, if required by HCBI or the Paying Agent, a surety bond in an amount equal to the amount to be delivered in payment for such Certificate, in lieu of such certificate as contemplated by Section 3.1 and this Section 5.1, less any amounts withheld pursuant to Section 7.1. Any such certificate formerly representing Company Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall: (a) cease to represent a claim by, or interest of, any former holder of Company Shares of any kind or nature against or in the Company or the Purchaser (or any successor to any of the foregoing); and (b) be deemed to have been surrendered to the Purchaser and shall be cancelledCertificate. 5.1.4 No Company Shareholder or holder of Company RSUs, Company Warrants, Company Stock Options, or Mayde Exchangeable Shares shall be entitled to receive any consideration with respect to such Company Shares, Company RSUs, Company Warrants, Company Stock Options, or Mayde Exchangeable Shares other than the consideration to which such holder is entitled in accordance with Section 3.1 and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

Delivery of Consideration. 5.1.1 Following receipt of the Final Order and (a) At or prior to the Effective Date Time, Parent or Purchaser shall deposit or cause to be deposited with the Depositary, for the benefit of each Company Shareholder, the cash, in U.S. dollars, Parent Shares and Exchangeable Shares to which each such Company Shareholder is entitled pursuant to Section 3.1(d), as applicable, upon the transfer of the Shares to Purchaser plus sufficient funds to satisfy any aggregate cash payment in lieu of fractional Parent Shares or Exchangeable Shares, which cash, Parent Shares and Exchangeable Shares shall be held by the Depositary, following the Effective Time, as agent and nominee for such former Company Shareholders for distribution to such former holders in accordance with the terms of the Arrangement Agreement, the Purchaser shall deposit with the Depositary such number of Purchaser Shares as is necessary in order to effect the exchange or settlement under Section 3.1 provisions of this Plan of Arrangement. In addition, the Purchaser will (i) on the Effective Date, issue to the holders of Company Options and Company Warrants certificates representing the Replacement Options and Replacement Warrants required to be issued pursuant to Section 3.1 and reflect such holders as the registered holders of Replacement Options and/or Replacement Warrants, as applicable, on the registers of options and warrants maintained by the Purchaser, and (ii) deliver (or caused to be delivered) such certificates to the holders of the Company Options and Company Warrants as soon as reasonably practicable thereafter (and in any event not later than five Business Days following the Effective Date)Article 4. 5.1.2 Subject to (b) Upon surrender by a Company Shareholder to the Depositary of a certificate which immediately prior to the Effective Time represented outstanding Company one or more Shares, together with a duly completed and executed Letter of Transmittal and such additional Election Form and any other documents reasonably requested by Parent, Purchaser and instruments as the Depositary may reasonably require(or, following if such Shares are held in book-entry or other uncertificated form, upon the Effective Time entry through a book-entry transfer agent of the holder surrender of such Shares on a book-entry account statement, it being understood that any reference herein to “certificates” shall be deemed to include references to book-entry account statements relating to the ownership of Shares), the registered Holder of such surrendered certificate certificate(s) of Shares shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holderCompany Shareholder, as soon as practicable after the Effective Time, the Purchaser Shares which Consideration that such holder Company Shareholder has the right to receive under pursuant to Section 3.1 of this Plan of Arrangement3.1(d), less any amounts withheld pursuant to Section 7.1 4.5, and any certificate of Shares so surrendered shall forthwith be cancelled. 5.1.3 (c) Until surrendered for cancelation as contemplated by this Section 5.14.1, each certificate that immediately prior to the Effective Time represented Company one or more Shares (other than Shares held by Parent, Purchaser or any of their respective Subsidiaries) shall be deemed at all times after the Effective Time to represent only the right to receive, receive upon such surrender, surrender the Purchaser Shares to which Consideration that the holder thereof is entitled in lieu of such certificate as is entitled to received in the manner contemplated by Section 3.1 and this Section 5.14.1, less any amounts withheld pursuant to Section 7.1. Any 4.5. (d) In the event of the surrender of a certificate of Shares that is not registered in the transfer records of the Company under the name of the Person surrendering such certificate, the Consideration to which the registered Holder is entitled pursuant to Section 3.1 shall be paid to such a transferee if such certificate formerly representing Company Shares not is presented to the Depositary and such certificate is duly surrendered on endorsed or before is accompanied by all documents required to evidence and effect such transfer and to evidence to the sixth anniversary satisfaction of Purchaser that (i) any applicable stock transfer Taxes or any other Taxes required by reason of such payments being made in a name other than the registered Holder have been paid or (ii) no such Taxes are payable. (e) Any portion of the Effective Date shall: amount deposited with the Depositary (a) cease to represent a claim by, or including any interest of, and other income resulting from any former holder of Company Shares of any kind or nature against or in the Company or the Purchaser (or any successor to any investment of the foregoing); and (b) be deemed to have been surrendered to the Purchaser and shall be cancelled. 5.1.4 No Company Shareholder or holder of Company RSUs, Company Warrants, Company Stock Options, or Mayde Exchangeable Shares shall be entitled to receive any consideration Depositary with respect to such Company Shares, Company RSUs, Company Warrants, Company Stock Options, or Mayde Exchangeable Shares amount) that remains unclaimed by the Holders and other than the consideration to which such holder is entitled eligible Persons in accordance with Section 3.1 this Article 4 following one year after the Effective Time shall be delivered to Purchaser, and any Holder who has not previously complied with this Article 4 shall thereafter look only to Purchaser and Parent for, and, subject to Section 4.4, Purchaser and Parent shall remain liable for, payment of such Holder’s claim for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewithunder this Section 4.1.

Delivery of Consideration. 5.1.1 (a) Following receipt of the Final Order and prior to the Effective Date Date, the Purchaser shall deliver, or cause to be delivered, for the benefit of applicable holders of Company Shares a sufficient number of Purchaser Shares to the Depositary to satisfy the aggregate Consideration deliverable to the Company Shareholders in accordance with Article 3(b) (other than Company Shareholders who have validly exercised Dissent Rights and who have not withdrawn their notice of objection or the Purchaser or any subsidiary of the Purchaser), which Purchaser Shares shall be held by the Depositary as agent and nominee for such Former Company Shareholders for distribution to such Former Company Shareholders in accordance with the terms of the Arrangement Agreement, the Purchaser shall deposit with the Depositary such number of Purchaser Shares as is necessary in order to effect the exchange or settlement under Section 3.1 provisions of this Plan of Arrangement. In addition, the Purchaser will (i) on the Effective Date, issue to the holders of Company Options and Company Warrants certificates representing the Replacement Options and Replacement Warrants required to be issued pursuant to Section 3.1 and reflect such holders as the registered holders of Replacement Options and/or Replacement Warrants, as applicable, on the registers of options and warrants maintained by the Purchaser, and (ii) deliver (or caused to be delivered) such certificates to the holders of the Company Options and Company Warrants as soon as reasonably practicable thereafter (and in any event not later than five Business Days following the Effective Date)Article 5. 5.1.2 Subject to (b) Upon surrender to the Depositary of a certificate or a DRS statement which immediately prior to before the Effective Time represented one or more outstanding Company SharesShares that were transferred to the Purchaser in accordance with Article 3(b), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably requirerequire and such other documents and instruments as would have been required to effect the transfer of the Company Shares formerly represented by such certificate or DRS statement under the terms of such certificate or DRS statement, following the Effective Time BCBCA, the Securities Transfer Act (British Columbia) and the articles and notice of articles of the Company, the former holder of such surrendered certificate Company Shares shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holderholder following the Effective Time, or make available for pick up at its offices during normal business hours, certificates or DRS statements representing the Purchaser Shares which Consideration that such holder has the right is entitled to receive under Section 3.1 of this Plan of Arrangementin accordance with Article 3(b), less any amounts withheld applicable withholdings pursuant to Section 7.1 5.4, and any certificate or DRS statement representing Company Shares so surrendered shall forthwith thereafter be cancelled. 5.1.3 (c) Until surrendered as contemplated by this Section 5.15.1(b), each certificate or DRS statement that immediately prior to the Effective Time represented one or more Company Shares (other than Company Shares in respect of which Dissent Rights have been validly exercised and not withdrawn or held by the Purchaser or any subsidiary of the Purchaser), shall be deemed after the Effective Time to represent only the right to receive, receive upon such surrendersurrender the Consideration that the holder of such certificate or DRS statement is entitled to receive in accordance with 3.1, less applicable withholdings pursuant to 5.4. (d) After the Effective Time, each document formerly representing Company Options will be deemed to represent Replacement Options as provided in Article 3(c), provided that upon any transfer of such document formerly representing Company Options after the Effective Time, the Purchaser Shares to which shall issue a new document representing the holder thereof is entitled in lieu of relevant Replacement Options and such certificate as contemplated by Section 3.1 and this Section 5.1, less any amounts withheld pursuant to Section 7.1. Any such certificate document formerly representing Company Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall:Options shall be deemed to be cancelled. (ae) cease to represent a claim by, or interest of, any former No holder of Company Shares of any kind or nature against or in the Company or the Purchaser (or any successor to any of the foregoing); and (b) be deemed to have been surrendered to the Purchaser and shall be cancelled. 5.1.4 No Company Shareholder or holder of Company RSUs, Company Warrants, Company Stock Options, or Mayde Exchangeable Shares Options shall be entitled to receive any consideration or entitlement with respect to such Company Shares, Shares or Company RSUs, Company Warrants, Company Stock Options, or Mayde Exchangeable Shares Options other than the any consideration or entitlement to which such holder is entitled to receive in accordance with Section 3.1 this Plan of Arrangement and, for greater certainty, no such holder will with be entitled to receive any interest, dividends, premium or other payment in connection therewith, other than any declared but unpaid dividends.

Delivery of Consideration. 5.1.1 (1) Following receipt of the Final Order and prior to the Effective Date in accordance with the terms of the Arrangement Agreement, the Purchaser Buyer shall deposit deposit, or cause to be deposited, with the Depositary Depositary: (a) such number of Purchaser Parent Shares as is necessary in order to effect the exchange or settlement of the Share Consideration under Section 3.1 of this Plan of Arrangement. In addition, the Purchaser will ; and (b) such amount of cash as is required to satisfy the: (i) on the Effective Date, issue aggregate Cash Consideration payable to Company Shareholders (other than Company Shareholders who have exercised Dissent Rights); (ii) aggregate amount payable to the holders of Company Options Options; and (iii) aggregate amount payable to holders of Company Warrants certificates representing the Replacement Options and Replacement Warrants required to be issued pursuant to Warrants, under Section 3.1 and reflect such holders as the registered holders of Replacement Options and/or Replacement Warrants, as applicable, on the registers this Plan of options and warrants maintained by the Purchaser, and (ii) deliver (or caused to be delivered) such certificates to the holders of the Company Options and Company Warrants as soon as reasonably practicable thereafter (and in any event not later than five Business Days following the Effective Date)Arrangement. 5.1.2 Subject to (2) Upon the surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Company SharesShares that were transferred pursuant to Section 3.1(2), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, following the Effective Time the holder of the Company Shares represented by such surrendered certificate shall be entitled to receive in exchange therefortherefor from the Depositary, and the Depositary shall deliver to such holderholder as soon as possible, a certificate or direct registration system statement representing the Purchaser Parent Shares which such holder has the right to receive under Section 3.1 of this Plan of Arrangementthe Arrangement for such Company Shares, less any amounts required to be withheld pursuant to Section 7.1 5.3, and any certificate so surrendered shall forthwith be cancelled. 5.1.3 (3) Until surrendered for cancellation as contemplated by this Section 5.1, each certificate that immediately prior to the Effective Time represented Company Shares (other than Company Shares in respect of which Dissent Rights have been validly exercised and not withdrawn) shall be deemed after the Effective Time to represent only the right to receive, receive upon such surrender, surrender the Purchaser Shares to which the holder thereof is entitled Consideration in lieu of such certificate as contemplated by Section 3.1 and in this Section 5.1, less any amounts withheld pursuant to Section 7.15.3. Any such certificate formerly representing Company Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall: (a) shall cease to represent a claim by, by or interest of, of any former holder of Company Shares of any kind or nature against or in the Company or the Purchaser (or any successor Buyer. On such date, all Consideration to any of the foregoing); and (b) which such former holder was entitled shall be deemed to have been surrendered to the Purchaser and shall be cancelledBuyer. 5.1.4 (4) No Company Shareholder or holder of Company RSUsShares, Company Warrants, Options or Company Stock Options, or Mayde Exchangeable Shares Warrants with respect to such securities shall be entitled to receive any consideration with respect to such Company Shares, Company RSUs, Company Warrants, Company Stock Options, or Mayde Exchangeable Shares other than the consideration to which such holder is entitled to receive in accordance with Article III and this Section 3.1 5.1 and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith, other than any declared but unpaid dividends with a record date prior to the Effective Date. No dividend or other distribution declared or made after the Effective Time with respect to the Company Shares with a record date on or after the Effective Date shall be delivered to the holder of any unsurrendered certificate which, immediately prior to the Effective Date, represented outstanding Company Shares.

Delivery of Consideration. 5.1.1 5.1 Delivery of Consideration (a) Following receipt of the Final Order and in any event no later than the Business Day prior to the Effective Date in accordance with the terms of the Arrangement AgreementDate, the Purchaser shall deposit with deliver or cause to be delivered to the Depositary such number of Purchaser Shares as is necessary in order to effect and for the exchange or settlement under Section 3.1 of this Plan of Arrangement. In addition, the Purchaser will (i) on the Effective Date, issue to the holders of Company Options and Company Warrants certificates representing the Replacement Options and Replacement Warrants required to be issued pursuant to Section 3.1 and reflect such holders as the registered holders of Replacement Options and/or Replacement Warrants, as applicable, on the registers of options and warrants maintained by the Purchaser, and (ii) deliver (or caused to be delivered) such certificates to the holders benefit of the Company Options Shareholders, sufficient Consideration Shares to satisfy the aggregate Consideration payable to the Company Shareholders which Consideration Shares shall be held by the Depositary in escrow as agent and nominee for such former Company Warrants as soon as reasonably practicable thereafter (and in any event not later than five Business Days following the Effective Date)Shareholders. 5.1.2 Subject to (b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Company SharesShares that were transferred pursuant to Section 3.1, together with a duly completed and executed Letter of Transmittal and any such additional documents and instruments as the Depositary may reasonably require, following the Effective Time the registered holder of the Company Shares represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holderCompany Shareholder, as soon as practicable, the Purchaser Consideration Shares which that such holder Company Shareholder has the right to receive under Section 3.1 of this Plan of Arrangementthe Arrangement for such Company Shares, less any amounts withheld pursuant to Section 7.1 5.4, and any certificate so surrendered shall forthwith be cancelled. 5.1.3 Until (c) After the Effective Time and until surrendered for cancellation as contemplated by this Section 5.15.1(b), each certificate that immediately prior to the Effective Time represented one or more Company Shares shall be deemed after the Effective Time at all times to represent only the right to receive, upon such surrender, receive from the Purchaser Shares to which Depositary in exchange therefor the Consideration that the holder thereof is entitled in lieu of such certificate as contemplated by is entitled to receive in accordance with Section 3.1 and this Section 5.13.1, less any amounts withheld pursuant to Section 7.1. Any such 5.4. (d) In the event of the surrender of a certificate formerly representing Company Shares that is not duly surrendered on or before registered in the sixth anniversary transfer records of the Effective Date shall:Company under the name of the Person surrendering such certificate, the Consideration to which the registered holder is entitled pursuant to Section 3.1 shall be paid to such Person if such certificate is presented to the Depositary and such certificate is duly endorsed or is accompanied by all documents required to evidence and effect such transfer and to evidence to the satisfaction of the Purchaser that (i) any applicable stock transfer Taxes or any other Taxes required by reason of such payments being made in a name other than the registered holder have been paid or (ii) no such Taxes are payable. (ae) cease to represent a claim by, or interest of, any former No holder of Company Shares of any kind or nature against or in the Company or the Purchaser (or any successor to any of the foregoing); and (b) be deemed to have been surrendered to the Purchaser and shall be cancelled. 5.1.4 No Company Shareholder or holder of Company RSUs, Company Warrants, Company Stock Options, or Mayde Exchangeable Shares Affected Securities shall be entitled to receive any consideration with respect to such Company Shares, Company RSUs, Company Warrants, Company Stock Options, or Mayde Exchangeable Shares Affected Securities other than the any consideration to which such holder is entitled to receive in accordance with Section 3.1 and this Section 5.1 less any amount withheld pursuant to Section 5.4 and, for greater certainty, subject to Section 5.3, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith. (f) An Eligible Holder whose Company Shares are exchanged for the Consideration pursuant to the Arrangement shall be entitled to make a joint income tax election, pursuant to Section 85 of the Tax Act (and any analogous provision of provincial income tax law) (a “Section 85 Election”) with respect to the exchange by providing two signed copies of the necessary joint election forms to an appointed representative, as directed by the Purchaser, 60 days before the deadline for filing the Section 85 Election provided by subsection 85(6) of the Tax Act, duly completed with the details of the number of Company Shares transferred and the applicable agreed amounts for the purposes of such joint elections. The Purchaser shall, as soon as possible after receiving the completed joint Section 85 Election forms from an Eligible Holder and no later than 30 days before the deadline for filing such joint election under subsection 85(6) of the Tax Act, insert the required Purchaser details and sign and return them to the Eligible Holder for filing with the Canada Revenue Agency (or the applicable provincial tax authority). Neither the Company, the Purchaser nor any successor corporation shall be responsible for the proper completion of any joint election form nor (except for the obligation to sign and return joint election forms which are received 60 days before the deadline for filing the Section 85 Election provided by the Tax Act) for any taxes, interest or penalties resulting from the failure of an Eligible Holder to properly complete or file such joint election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, the Purchaser or any successor corporation may choose to sign and return a joint election form received by it after the time limit provided by subsection 85(6) of the Tax Act but will have no obligation to do so. (g) After the Effective Time, each certificate formerly representing Company Options will be deemed to represent Replacement Options as provided in Section 3.1, provided that upon any transfer of such certificate formerly representing Company Options after the Effective Time, the Purchaser shall issue a new certificate representing the relevant Replacement Options and such certificate formerly representing Company Options shall be deemed to be cancelled. (h) As soon as practicable after the Effective Time, the Company shall deliver to each holder of Company RSUs or Company DSUs (as reflected on the register maintained by or on behalf of the Company in respect of Company RSUs and Company DSUs) a cheque (or other form of immediately available funds) representing the cash amount that such holder is entitled to receive pursuant to Section 3.1, less any amounts withheld pursuant to Section 5.4.