Common use of Exercise Instructions Clause in Contracts

Exercise Instructions. (1) Subject to the terms and conditions set forth in Section 4.1 and the other terms and conditions set forth herein, each Holder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to exercise the Insolvency Exchange Right with respect to all or any part of the Series II Exchangeable Shares registered in the name of the Holder on the books of the Company. To cause the exercise of the Insolvency Exchange Right, the Holder shall deliver to Adsero Callco, in person or by certified or registered mail, at its head office or at such other places as Adsero Callco may from time to time designate by written notice to the Holder, with a copy to the Company, at its principal executive office, the certificates representing the Series II Exchangeable Shares which the Holder desires Adsero Callco to purchase duly endorsed for transfer to Adsero Callco, and accompanied by such other documents and instruments as may be required to effect a transfer of Series II Exchangeable Shares under the Act and the constating documents of the Company, together with: (a) a duly completed form of notice of exercise of the Insolvency Exchange Right, contained on the reverse of or attached to the Series II Exchangeable Share certificates, stating: (i) that the Holder is exercising the Insolvency Exchange Right so as to require Adsero Callco to purchase from the Holder the number of Series II Exchangeable Shares specified therein; (ii) that the Holder has good title to and owns all such Series II Exchangeable Shares to be acquired by Adsero Callco free and clear of all liens, hypothecs, pledges, encumbrances, security interests, options, restrictions, proxies and. adverse claims except as set forth herein and in the Series II Exchangeable Share Provisions; and (iii) the address of the Persons to whom the Series II Exchangeable Share Consideration should be delivered; and (b) payment (or evidence satisfactory to the Company and Adsero Callco if payment) of the taxes (if any) payable as contemplated by Section 4.6 hereof. (2) If only a part of the Series II Exchangeable Shares represented by any certificate delivered to Adsero Callco is to be purchased by Adsero Callco under the Insolvency Exchange Right, a new certificate for the balance of such Series II Exchangeable Shares shall be issued to the Holder at the expense of the Company.

Exercise Instructions. (1) Subject to the terms and conditions set forth in Section 4.1 and the other terms and conditions set forth herein, each Holder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to exercise the Insolvency Exchange Right with respect to all or any part of the Series II I Exchangeable Shares registered in the name of the Holder on the books of the Company. To cause the exercise of the Insolvency Exchange Right, the Holder shall deliver to Adsero Callco, in person or by certified or registered mail, at its head office or at such other places as Adsero Callco may from time to time designate by written notice to the Holder, with a copy to the Company, at its principal executive office, the certificates representing the Series II I Exchangeable Shares which the Holder desires Adsero Callco to purchase duly endorsed for transfer to Adsero Callco, and accompanied by such other documents and instruments as may be required to effect a transfer of Series II I Exchangeable Shares under the Act and the constating documents of the Company, together with: (a) a duly completed form of notice of exercise of the Insolvency Exchange Right, contained on the reverse of or attached to the Series II I Exchangeable Share certificates, stating: (i) that the Holder is exercising the Insolvency Exchange Right so as to require Adsero Callco to purchase from the Holder the number of Series II I Exchangeable Shares specified therein; (ii) that the Holder has good title to and owns all such Series II I Exchangeable Shares to be acquired by Adsero Callco free and clear of all liens, hypothecs, pledges, encumbrances, security interests, options, restrictions, proxies and. adverse claims except as set forth herein and in the Series II I Exchangeable Share Provisions; and (iii) the address of the Persons to whom the Series II I Exchangeable Share Consideration should be delivered; and (b) payment (or evidence satisfactory to the Company and Adsero Callco if of payment) of the taxes (if any) payable as contemplated by Section 4.6 hereof. (2) If only a part of the Series II I Exchangeable Shares represented by any certificate delivered to Adsero Callco is to be purchased by Adsero Callco under the Insolvency Exchange Right, a new certificate for the balance of such Series II I Exchangeable Shares shall be issued to the Holder at the expense of the Company.

Exercise Instructions. (1) Subject to the terms and conditions set forth in Section 4.1 and the other terms and conditions set forth herein, each Holder an Exchangeable Shareholder shall be entitled, entitled upon the occurrence and during the continuance of an Insolvency Exchangeable Shareholder Put Event, to exercise the Insolvency Exchange Exchangeable Shareholders’ Put Right with respect to all or any part of the Series II Exchangeable Shares registered in the name of the Holder such Exchangeable Shareholder on the books of Exchangeco. (2) To exercise the Company. To cause the exercise of the Insolvency Exchange Exchangeable Shareholders’ Put Right, the Holder Exchangeable Shareholder shall deliver to Adsero Callco, in person or by certified or registered mail, at its head principal corporate office in the Province of British Columbia or at such other places place as Adsero Callco may from time to time designate by written notice to the Holder, with a copy to the Company, at its principal executive officeExchangeable Shareholders, the certificates (if any) representing the Series II Exchangeable Shares which the Holder such Exchangeable Shareholder desires Adsero Callco to purchase purchase, duly endorsed for transfer to Adsero Callcoin blank, and accompanied by such other documents and instruments as may be required to effect a transfer of Series II Exchangeable Shares under the Act applicable law and the constating documents of the CompanyConstating Documents, together with: with (a) a duly completed form of notice of exercise (the “Notice of Exercise”) of the Insolvency Exchange Exchangeable Shareholders’ Put Right, contained on in the reverse of or form attached to the Series II Exchangeable Share certificateshereto as Schedule “B”, stating: : (i) that the Holder is exercising Exchangeable Shareholder thereby exercises the Insolvency Exchange Right Exchangeable Shareholders’ Put Rights, as applicable, so as to require Adsero Callco to purchase from the Holder such Exchangeable Shareholder the number of Series II Exchangeable Shares specified therein; ; (ii) that the Holder such Exchangeable Shareholder has good title to and owns all such Series II Exchangeable Shares to be acquired by Adsero Callco free and clear of all liens, hypothecs, pledges, claims and encumbrances, security interests, options, restrictions, proxies and. adverse claims except as set forth herein and in the Series II Exchangeable Share Provisions; and (iii) the address that such Exchangeable Shareholder is not a non-resident of Canada for purposes of the Persons Income Tax Act (Canada); (iv) the name(s) in which the GMS Common Shares issuable in connection with the exercise of the Exchangeable Shareholders’ Put Rights are to whom be issued; (v) that it will provide Callco or any of its Affiliates with such representations or certificates as are reasonably requested by Callco or any of its Affiliates in order to comply with the Series II Exchangeable Share Consideration should U.S. Securities Act of 1933, as amended (the “US Securities Act”) and all other applicable securities legislation; and (vi) whether payment of any Additional Amount is to be delivered; and satisfied by delivery of GMS Common Shares or in cash, and (b) payment (or evidence of payment satisfactory to the Company Exchangeco and Adsero Callco if paymentGMS) of the taxes (taxes, if any) , payable as contemplated by Section 4.6 hereof8.5. (23) If To the extent that any certificates representing the Exchangeable Shares are issued, if only a part of the Series II Exchangeable Shares represented by any such certificate or certificates delivered to Adsero Callco is are to be purchased by Adsero Callco or an Affiliate of Callco under the Insolvency Exchange Exchangeable Shareholders’ Put Right, then a new certificate for the balance of such Series II Exchangeable Shares shall be issued to the Holder at the expense of the Companysuch Exchangeable Shareholder by Exchangeco.

Exercise Instructions. (1) Subject to the terms and conditions set forth in Section 4.1 herein and the other terms and conditions set forth hereinExchangeable Share Provisions, each Holder shall be entitled, upon the occurrence and during the continuance of an a Corporation Insolvency Event, to exercise the Insolvency Exchange Put Right with respect to all or any part of the Series II Exchangeable Shares registered in the name of the Holder on the books of the CompanyCorporation. To cause the exercise of the Insolvency Exchange Put Right, the Holder shall deliver to Adsero CallcoIPC Delaware, in person or by certified or registered mail, at its head office or at such other places as Adsero Callco IPC Delaware may from time to time designate by written notice to the Holder, with a copy to the Company, at its principal executive office, the certificates representing the Series II Exchangeable Shares which the Holder desires Adsero Callco IPC Delaware to purchase purchase, together with the certificates representing the same number of IPC Delaware Special Voting Shares all duly endorsed for transfer to Adsero CallcoIPC Delaware, and accompanied by such other documents and instruments as may be required to effect a transfer of Series II Exchangeable Shares under the Act and the constating documents of the CompanyCorporation and such additional documents and instruments as IPC Delaware may reasonably require, together with: (a) a duly completed form of notice of exercise of the Insolvency Exchange Right, contained on the reverse of or attached to the Series II Exchangeable Share certificates, stating: (i) that the Holder is exercising the Insolvency Exchange Put Right so as to require Adsero Callco to purchase from the Holder the number of Series II Exchangeable Shares specified therein; (ii) that the Holder has good title to and owns all such Series II Exchangeable Shares to be acquired by Adsero Callco free and clear of all liens, hypothecs, pledges, encumbrances, security interests, options, restrictions, proxies and. adverse claims except as set forth herein and in the Series II Exchangeable Share Provisions; and (iii) the address of the Persons to whom the Series II Exchangeable Share Consideration should be deliveredform attached hereto as Schedule "D"; and (b) payment (or evidence satisfactory to the Company Corporation and Adsero Callco if IPC Delaware of payment) of the taxes (if any) payable as contemplated by Section 4.6 2.6 hereof. (2) If only a part of the Series II Exchangeable Shares represented by any certificate delivered to Adsero Callco is IPC Delaware are to be purchased by Adsero Callco IPC Delaware under the Insolvency Exchange Put Right, a new certificate for the balance of such Series II Exchangeable Shares shall be issued to the Holder at the expense of the CompanyCorporation.