Prospectus re Admission to the Official List - Heritage Oil

e, to the extent that the same is represented by such share certificates and cheques (plusany tax deducted and withheld therefrom and remitted to the proper tax authority); or(ii) arrange for or cause the Transfer Agent to arrange for the credit of Ordinary Shares(which shares shall be duly issued as fully paid and shall be free and clear of any lien, claimor encumbrances) to a CREST account on behalf of the relevant holder and if applicable,deliver to the relevant holder, at the address of the holder recorded in the securitiesregister of HOC for the Exchangeable Shares or at the address specified in the holder’sRetraction Request or by holding for pick-up by the holder at the registered office ofHOC or at any office of the Transfer Agent as may be specified by HOC by notice to theholders of Exchangeable Shares, a cheque payable at par at any branch of the bankers ofHOC or CallCo, as applicable, representing the aggregate Dividend Amount in paymentof the total Retraction Price or the total Purchase Price, as the case may be, in each case,less any amounts withheld on account of tax required to be deducted and withheldtherefrom, and such CREST account credits and cheques on behalf of HOC or by CallCo,as the case may be, or by the Transfer Agent shall be deemed to be payment of and shallsatisfy and discharge all liability for the total Retraction Price or total Purchase Price, asthe case may be, to the extent that the same is represented by such CREST account creditsand cheques (plus any tax deducted and withheld therefrom and remitted to the propertax authority).On and after the close of business on the Retraction Date, the holder of the Retracted Sharesshall cease to be a holder of such Retracted Shares and shall not be entitled to exercise any ofthe rights of a holder in respect thereof, other than the right to receive his proportionate partof the total Retraction Price or total Purchase Price, as the case may be, unless upon surrenderof the Retracted Shares in accordance with the foregoing provisions payment of the totalRetraction Price or the total Purchase Price, as the case may be, shall not be made as providedin this Part X, section 6.3(e), in which case the rights of such holder shall remain unaffecteduntil the total Retraction Price or the total Purchase Price, as the case may be, has been paid inthe manner hereinbefore provided. On and after the close of business on the Retraction Date,provided that the surrender of the Retracted Shares and payment of the total Retraction Priceor the total Purchase Price, as the case may be, has been made in accordance with theforegoing provisions and subject to the relevant entries being made in the register of membersof the Company, the holder of the Retracted Shares so redeemed by HOC or purchased byCallCo shall thereafter be considered and deemed for all purposes to be a holder of theOrdinary Shares delivered to it.Notwithstanding any other provision of this Article 6, HOC shall not be obligated to redeemRetracted Shares specified by a holder in a Retraction Request to the extent that suchredemption of Retracted Shares would be contrary to solvency requirements or otherprovisions of applicable law. If HOC believes that on any Retraction Date it would not bepermitted by any of such provisions to redeem the Retracted Shares tendered for redemptionon such date, and provided that CallCo shall not have exercised the CallCo Redemption CallRight with respect to the Retracted Shares, HOC shall only be obligated to redeem RetractedShares specified by a holder in a Retraction Request to the extent of the maximum numberthat may be so redeemed (rounded down to a whole number of shares) as would not becontrary to such provisions and shall notify the holder at least two Business Days prior to theRetraction Date as to the number of Retracted Shares which will not be redeemed by HOC. Inany case in which the redemption by HOC of Retracted Shares would be contrary to solvencyrequirements or other provisions of applicable law, HOC shall redeem Retracted Shares inaccordance with this Part X, section 6.3(e) on a pro rata basis and shall either issue to eachholder of Retracted Shares a new certificate, at the expense of HOC, or deposit, electronicallyor otherwise, with the applicable nominee, Exchangeable Shares, representing the RetractedShares not redeemed by HOC pursuant to this Part X, section 6.3(e). Provided that theRetraction Request is not revoked by the holder in the manner specified in this Part X,section 6.3(e), the holder of any such Retracted Shares not redeemed by HOC pursuant to thisPart X, section 6.3(e) of these share provisions as a result of solvency requirements or otherprovisions of applicable law shall be deemed by giving the Retraction Request, subject to theimmediately following sentence, to require the Company to purchase such Retracted Sharesfrom such holder on the Retraction Date or as soon as practicable thereafter on payment by269