Common use of Exercise Instructions Clause in Contracts

Exercise Instructions. Subject to the terms and conditions herein set forth, WISI shall be entitled, at any time, to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of WISI on the books of the Corporation. To exercise the Exchange Right, WISI shall deliver to the registered office of TD Waterhouse, the certificates representing the Exchangeable Shares which WISI desires TD Waterhouse to purchase, duly endorsed in blank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Business Corporations Act (Ontario) and such additional documents and instruments as TD Waterhouse or the Corporation may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, in the form attached hereto as Schedule "A", stating (i) that WISI has elected to exercise the Exchange Right so as to require TD Waterhouse to purchase from WISI the number of Exchangeable Shares specified therein, (ii) that WISI has good title to and owns all such Exchangeable Shares to be acquired by TD Waterhouse free and clear of all liens, claims and encumbrances, (iii) the names in which the certificates representing TD Waterhouse Common Stock issuable in connection with the exercise of the Exchange Right are to be issued and (iv) the names and addresses of the persons to whom such new certificates should be delivered and

Exercise Instructions. Subject to the terms and conditions herein set forth, WISI shall be entitled, at any time, to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of WISI on the books of the Corporation. To exercise the Exchange Right, WISI shall deliver to the registered office of TD Waterhouse, the certificates representing the Exchangeable Shares which WISI desires TD Waterhouse to purchase, duly endorsed in blank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Business Corporations Act (Ontario) and such additional documents and instruments as TD Waterhouse or the Corporation may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, in the form attached hereto as Schedule "“A"”, stating (i) that WISI has elected to exercise the Exchange Right so as to require TD Waterhouse to purchase from WISI the number of Exchangeable Shares specified therein, (ii) that WISI has good title to and owns all such Exchangeable Shares to be acquired by TD Waterhouse free and clear of all liens, claims and encumbrances, (iii) the names in which the certificates representing TD Waterhouse Common Stock issuable in connection with the exercise of the Exchange Right are to be issued and (iv) the names and addresses of the persons to whom such new certificates should be delivered andand (b) payment (or evidence satisfactory to the Corporation and TD Waterhouse of payment) of the taxes (if any) payable as contemplated by section 2.5 of this agreement. If only a portion of the Exchangeable Shares represented by any certificate delivered to TD Waterhouse are to be purchased by TD Waterhouse or TD Waterhouse Sub under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to WISI at the expense of the Corporation.