Prospectus re Admission to the Official List - Heritage Oil

epresenting the Retracted Shares, together with a Retraction Request, and provided that theRetraction Request is not revoked by the holder in the manner specified in this Part X,section 6.3(e), HOC shall redeem the Retracted Shares effective at the close of business on theRetraction Date and shall deliver or cause to be delivered to such holder certificatesrepresenting the Ordinary Shares to which such holder is entitled with respect to such shares,and on the designated payment date therefor, a cheque of HOC payable at par at any branch ofthe bankers of HOC in respect of any dividends on the Retracted Shares for which the recorddate was prior to the Retraction Date and the payment date was after the Retraction Date(in such case less any amounts withheld on account of tax required to be deducted andwithheld therefrom). If only a part of the Exchangeable Shares represented by any certificateare redeemed (or purchased by CallCo pursuant to the CallCo Redemption Call Right), a newcertificate for the balance of such Exchangeable Shares shall be issued to the holder at theexpense of HOC.Upon receipt by HOC of a Retraction Request, HOC shall immediately notify CallCo thereofand shall provide CallCo with a copy of the Retraction Request. In order to exercise the CallCoRedemption Call Right, CallCo must notify HOC of its determination to do so (the ‘‘CallCoCall Notice’’) within five Business Days of notification to CallCo by HOC of the receipt by HOCof the Retraction Request. If CallCo does not so notify HOC within such five Business Dayperiod, HOC will notify the holder as soon as possible thereafter that CallCo will not exercisethe CallCo Redemption Call Right. If CallCo delivers the CallCo Call Notice within such fiveBusiness Day period, and provided that the Retraction Request is not revoked by the holder inthe manner specified in this Part X, section 6.3(e), the Retraction Request shall thereupon beconsidered only to be an offer by the holder to sell the Retracted Shares to CallCo inaccordance with the CallCo Redemption Call Right. In such event, HOC shall not redeem theRetracted Shares and CallCo shall purchase from such holder and such holder shall sell toCallCo on the Retraction Date the Retracted Shares for a purchase price per share equal tothe Retraction Price per share (the ‘‘Purchase Price’’). To the extent that CallCo pays theDividend Amount in respect of the Retracted Shares, HOC shall no longer be obligated to payany declared and unpaid dividends on such Retracted Shares. Provided that CallCo hascomplied with this Part X, section 6.3(e), the closing of the purchase and sale of the RetractedShares pursuant to the CallCo Redemption Call Right shall be deemed to have occurred as atthe close of business on the Retraction Date and, for greater certainty, no redemption by HOCof such Retracted Shares shall take place on the Retraction Date. In the event that CallCo doesnot deliver a CallCo Call Notice within such five Business Day period, and provided that theRetraction Request is not revoked by the holder in the manner specified in Part X,section 6.3(e), HOC shall redeem the Retracted Shares on the Retraction Date and in themanner otherwise contemplated in this Part X, section 6.3(e). Notwithstanding any otherprovision of these Exchangeable Share provisions, the Exchangeable Shares that are thesubject of a Retraction Request may not be purchased by CallCo if such Exchangeable Sharesare held by or on behalf of a Person in the United States or a U.S. Person.HOC or CallCo, as the case may be,(i) shall deliver or cause the Transfer Agent to deliver to the relevant holder, at the address ofthe holder recorded in the securities register of HOC for the Exchangeable Shares or atthe address specified in the holder’s Retraction Request or by holding for pick-up by theholder at the registered office of HOC or at any office of the Transfer Agent as may bespecified by HOC by notice to the holders of Exchangeable Shares, certificatesrepresenting the Ordinary Shares (which shares shall be duly issued as fully paid and shallbe free and clear of any lien, claim or encumbrance) registered in the name of the holderor in such other name as the holder may request, and, if applicable and on or before thepayment date therefor, a cheque payable at par at any branch of the bankers of HOC orCallCo, as applicable, representing the aggregate Dividend Amount in payment of thetotal Retraction Price or the total Purchase Price, as the case may be, in each case, less anyamounts withheld on account of tax required to be deducted and withheld therefrom, andsuch delivery of such certificates and cheques on behalf of HOC or by CallCo, as the casemay be, or by the Transfer Agent shall be deemed to be payment of and shall satisfy anddischarge all liability for the total Retraction Price or total Purchase Price, as the case may268