Common use of DISTRIBUTION ON LIQUIDATION Clause in Contracts

DISTRIBUTION ON LIQUIDATION. SECTION 5.1 In the event of the liquidation, dissolution or winding-up of the Company, an Insolvency Event or any other distribution of the assets of the Company among its members for the purpose of winding-up its affairs, a holder of Preferred Shares shall be entitled, subject to applicable law, to receive an amount of $1.00 for each Preferred Share (the "Liquidation Consideration") on the effective date of such liquidation, dissolution or winding-up of the Company, or of an Insolvency Event or any other distribution of the assets of the Company among its members (the "Liquidation Date"), before any distribution of any part of the assets of the Company to the holders of any other Shares of the Company. SECTION 5.2 On or promptly after the Liquidation Date, the Company shall cause to be delivered to the holders of the Preferred Shares the Liquidation Consideration for each such Preferred Share upon presentation and surrender of the certificates representing such Preferred Shares, together with such other documents and instruments as may be required to effect a transfer of Preferred Shares under the Act and the constating documents of the Company and such additional documents and instruments as the Company may reasonably require, at the principal executive offices of the Company. The total Liquidation Consideration for such Preferred Shares shall be delivered to each holder, at the address of the holder recorded in the securities register of the Company for the Preferred Shares or by holding for pick up by the holder at the place of delivery. On and after the Liquidation Date, the holders of the Preferred Shares shall cease to be holders of such Preferred Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate share of the total Liquidation Consideration, unless payment of the total Liquidation Consideration for such Preferred Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions in which case the rights of the holders shall remain unaffected until the total Liquidation Consideration has been paid in the manner hereinbefore provided. The Company shall have the right at any time on or after the Liquidation Date to deposit or cause to be deposited the Liquidation Consideration in respect of the Preferred Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in the custody of any chartered bank or trust company in Canada. Upon such deposit being made, the rights of the holders of Preferred Shares after such deposit shall be limited to receiving their proportionate share of the total Liquidation Consideration for such Preferred Shares so deposited against presentation and surrender of such certificates held by them, respectively, in accordance with the foregoing provisions. SECTION 5.3 After the Company has satisfied its obligations to pay the holders of the Preferred Shares the Liquidation Consideration per Preferred Share, such holders shall not be entitled to share in any further distribution of the assets of the Company.

DISTRIBUTION ON LIQUIDATION. SECTION 5.1 6.1 In the event of the liquidation, dissolution or winding-up of the Company, an Insolvency Event Corporation or any other distribution of the assets of the Company Corporation among its members shareholders for the purpose of winding-up its affairs, a holder of a Class A Preferred Shares Share shall be entitled, subject to applicable law, entitled to receive an amount from the assets of $1.00 for the Corporation in respect of each Class A Preferred Share (the "Liquidation Consideration") held by such holder on the effective date of such liquidation, dissolution or winding-up of the Company, or of an Insolvency Event or any other distribution of the assets of the Company among its members (the "Liquidation Date"), before any distribution of any part of the assets of the Company Corporation to the holders of the Non-Voting Common Shares, the Voting Common Shares or any other Shares shares ranking junior to the Class A Preferred Shares, and subject to the rights of the Company.holders of the Class B Preferred Shares which rank on a parity with the Class A Preferred Shares upon such a distribution (on the basis provided herein), an amount equal to the Class A Retraction Amount applicable on the Liquidation Date (the "Liquidation Amount") in accordance with Section 6.2, which, as set forth in Section 6.2, shall be fully paid and satisfied by the payment and delivery by the Corporation of consideration representing the Class A Retraction Amount, or a rateable portion thereof (and both cash and non-cash items forming part of the consideration representing the Class A Retraction Amount shall be appropriately pro-rated).‌ SECTION 5.2 6.2 On or promptly after the Liquidation Date, (a) if there are sufficient assets to pay the Company total Liquidation Amount on all Class A Preferred Shares, as well as total Liquidation Amount (as defined in Part II(6.1) below in relation to the Class B Preferred Shares) on the Class B Preferred Shares, the Corporation shall cause to be paid and delivered to the holders of the Class B Preferred Shares the Liquidation Consideration Amount for each such Class A Preferred Share Share; and (b) if there are insufficient assets to pay the total Liquidation Amount of the Class A Preferred Shares, as well as the total Liquidation Amount (as defined in Part II(6.1) below in relation to the Class B Preferred Shares) on the Class B Preferred Shares, the Corporation shall cause to be paid and delivered to the holders of the Class A Preferred Shares an amount equal to a rateable proportion of the total Liquidation Amount of all Class A Preferred Shares held by them and holders of Class B Preferred Shares shall be entitled to receive the same rateable proportion of their total Liquidation Amount, as provided in Part II(6.1) below. In each case, the Liquidation Amount (or rateable proportion thereof) shall be delivered upon presentation and surrender of the certificates representing such Preferred Shares, together with such other documents and instruments as may be required to effect a transfer of Class A Preferred Shares under at the Act and the constating documents registered office of the Company and such additional documents and instruments as the Company may reasonably require, at the principal executive offices Corporation. Payment of the Company. The total Liquidation Consideration Amount (or rateable portion thereof) for such Class A Preferred Shares shall be delivered made by delivery to each holder, at the address of for notice for the holder recorded as provided in the securities register of the Company for the Preferred Shares Support Agreement, or by holding for pick up by the holder at the place address for notice for the Corporation as provided in the Support Agreement, of deliverythe Liquidation Amount (or rateable portion thereof) representing such holder's entitlement as provided above. On and after the Liquidation Date, the holders of the Class A Preferred Shares shall cease to be holders of such Class A Preferred Shares and shall not be entitled to exercise any of the rights of holders in respect respect‌ thereof, other than the right to receive their proportionate share part of the total Liquidation ConsiderationAmount, unless payment and delivery of the total Liquidation Consideration Amount (or rateable portion thereof) for such Class A Preferred Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Consideration Amount (or rateable portion thereof) has been paid and delivered in the manner hereinbefore provided. The Company Corporation shall have the right at any time on or after the Liquidation Date to deposit or cause to be deposited consideration representing the Liquidation Consideration total Class A Retraction Amount in respect of the Class A Preferred Shares represented by certificates that have not not, at the Liquidation Date Date, been surrendered by the holders thereof in a custodial account or for safe keeping, in the custody case of non-cash items, with any chartered bank or trust company in Canada. Upon such deposit being made, the rights of the holders of the Class A Preferred Shares after such deposit shall be limited to receiving their proportionate share part of the total Liquidation Consideration Amount (or rateable portion thereof) for such Class A Preferred Shares so deposited deposited, against presentation and surrender of such the said certificates held by them, respectively, in accordance with the foregoing provisions. SECTION 5.3 6.3 After the Company Corporation has satisfied its obligations to pay the holders of the Class A Preferred Shares the Liquidation Consideration Amount per Class A Preferred Share, such holders shall not be entitled to share in any further distribution of the assets of the CompanyCorporation. 6.4 The Corporation shall give written notice to the holders of Class A Preferred Shares of any Liquidation Date. In the case of a voluntary liquidation, distribution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs that has been approved by the shareholders as required under applicable law, such notice shall be given at least 60 days before the proposed Liquidation Date. In the case of any other liquidation, dissolution or winding-up of the Corporation or other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, such notice shall be given as far in advance of the anticipated Liquidation Date as reasonably practicable in the circumstances, and in any event, not less than five Business Days before the anticipated Liquidation Date.

DISTRIBUTION ON LIQUIDATION. SECTION 5.1 6.1 In the event of the liquidation, dissolution or winding-up of the Company, an Insolvency Event Corporation or any other distribution of the assets of the Company Corporation among its members shareholders for the purpose of winding-up its affairs, a holder of a Class B Preferred Shares Share shall be entitled, subject to applicable law, entitled to receive an amount from the assets of $1.00 for the Corporation in respect of each Class B Preferred Share (the "Liquidation Consideration") held by such holder on the effective date of such liquidation, dissolution or winding-up of the Company, or of an Insolvency Event or any other distribution of the assets of the Company among its members (the "Liquidation Date"), before any distribution of any part of the assets of the Company Corporation to the holders of the Non-Voting Common Shares, the Voting Common Shares or any other Shares shares ranking junior to the Class B Preferred Shares, and subject to the rights of the Companyholders of the Class A Preferred Shares which rank on a parity with the Class B Preferred Shares upon such a distribution (on the basis provided herein), an amount equal to the Class B Retraction Amount applicable on the Liquidation Date (the "Liquidation Amount") in accordance with Section 6.2, which, as set forth in Section 6.2, shall be fully paid and satisfied by the payment and delivery by the Corporation of consideration representing the Class B Retraction Amount, or a rateable portion thereof (and both cash and non-cash items forming part of the consideration representing the Class B Retraction Amount shall be appropriately pro-rated). SECTION 5.2 6.2 On or promptly after the Liquidation Date, (a) if there are sufficient assets to pay the Company total Liquidation Amount on all Class B Preferred Shares, as well as total Liquidation Amount (as defined in Part I(6.1) above in relation to the Class A Preferred Shares) on the Class A Preferred Shares, the Corporation shall cause to be paid and delivered to the holders of the Class B Preferred Shares the Liquidation Consideration Amount for each such Class B Preferred Share Share; and (b) if there are insufficient assets to pay the total Liquidation Amount of the Class B Preferred Shares, as well as the total Liquidation Amount (as defined in Part I(6.1) above in relation to the Class A Preferred Shares) on the Class A Preferred Shares, the Corporation shall cause to be paid and delivered to the holders of the Class B Preferred Shares an amount equal to a rateable proportion of the total Liquidation Amount of all Class B Preferred Shares held by them and holders of Class A Preferred Shares shall be entitled to receive the same rateable proportion of their total Liquidation Amount, as provided in Part I(6.1) above. In each case, the Liquidation Amount (or rateable proportion thereof) shall be delivered upon presentation and surrender of the certificates representing such Preferred Shares, together with such other documents and instruments as may be required to effect a transfer of Class B Preferred Shares under at the Act and the constating documents registered office of the Company and such additional documents and instruments as the Company may reasonably require, at the principal executive offices Corporation. Payment of the Company. The total Liquidation Consideration Amount (or rateable portion thereof) for such Class B Preferred Shares shall be delivered made by delivery to each holder, at the address of for notice for the holder recorded as provided in the securities register of the Company for the Preferred Shares Support Agreement, or by holding for pick up by the holder at the place address for notice for the Corporation as provided in the Support Agreement, of deliverythe Liquidation Amount (or rateable portion thereof) representing such holder's entitlement as provided above. On and after the Liquidation Date, the holders of the Class B Preferred Shares shall cease to be holders of such Class B Preferred Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate share part of the total Liquidation ConsiderationAmount, unless payment and delivery of the total Liquidation Consideration Amount (or rateable portion thereof) for such Class B Preferred Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Consideration Amount (or rateable portion thereof) has been paid and delivered in the manner hereinbefore provided. The Company Corporation shall have the right at any time on or after the Liquidation Date to deposit or cause to be deposited consideration representing the Liquidation Consideration total Class B Retraction Amount in respect of the Class B Preferred Shares represented by certificates that have not not, at the Liquidation Date Date, been surrendered by the holders thereof in a custodial account or for safe keeping, in the custody case of non-cash items, with any chartered bank or trust company in Canada. Upon such deposit being made, the rights of the holders of the Class B Preferred Shares after such deposit shall be limited to receiving their proportionate share part of the total Liquidation Consideration Amount (or rateable portion thereof) for such Class B Preferred Shares so deposited deposited, against presentation and surrender of such the said certificates held by them, respectively, in accordance with the foregoing provisions. SECTION 5.3 6.3 After the Company Corporation has satisfied its obligations to pay the holders of the Class B Preferred Shares the Liquidation Consideration Amount per Class B Preferred Share, such holders shall not be entitled to share in any further distribution of the assets of the CompanyCorporation. 6.4 The Corporation shall give written notice to the holders of Class A Preferred Shares of any Liquidation Date. In the case of a voluntary liquidation, distribution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs that has been approved by the shareholders as required under applicable law, such notice shall be given at least 60 days before the proposed Liquidation Date. In the case of any other liquidation, dissolution or winding-up of the Corporation or other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, such notice shall be given as far in advance of the anticipated Liquidation Date as reasonably practicable in the circumstances, and in any event, not less than five Business Days before the anticipated Liquidation Date.