Callco Redemption Call Right. Callco shall have the rights contained in the Exchangeable Share Provisions, including, without limitation, the Retraction Call Right (as defined in the Exchangeable Share Provisions). In addition, Callco shall have the following rights in respect of the Exchangeable Shares: (a) Callco shall have the overriding right (the “Redemption Call Right”), notwithstanding the proposed redemption of the Exchangeable Shares by Exchangeco pursuant to Article 7 of the Exchangeable Share Provisions, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is an Affiliate of Lululemon) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder on payment by Callco to each holder of an amount per Exchangeable Share (the “Redemption Call Purchase Price”) equal to the Current Market Price of a Lululemon Common Share on the last Business Day prior to the Redemption Date, which shall be satisfied in full by Callco causing to be delivered to such holder one Lululemon Common Share, plus the Dividend Amount. In the event of the exercise of the Redemption Call Right by Callco, each holder shall be obligated to sell all the Exchangeable Shares held by the holder to Callco on the Redemption Date on payment by Callco to the holder of the Redemption Call Purchase Price for each such share, and Exchangeco shall have no obligation to redeem, or to pay any Dividend Amount in respect of, such shares so purchased by Callco. (b) To exercise the Redemption Call Right, Callco must notify the Transfer Agent, as agent for the holders of Exchangeable Shares, and Exchangeco of Callco’s intention to exercise such right at least 60 days before the Redemption Date, except in the case of a redemption occurring as a result of a Lululemon Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event, in which case Callco shall so notify the Transfer Agent and Exchangeco on or before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not Callco has exercised the Redemption Call Right forthwith after the expiry of the period during which the same may be exercised by Callco. If Callco exercises the Redemption Call Right, on the Redemption Date Callco will purchase and the holders will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Redemption Call Purchase Price. (c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Redemption Call Right, Callco shall deposit with the Transfer Agent, on or before the Redemption Date, the aggregate number of Lululemon Common Shares deliverable by Callco (which delivery may be in the form of certificates or in book-entry form through the direct registration system) and a cheque or cheques of Callco payable upon presentation at any branch of the bankers of Callco representing the aggregate Dividend Amount in payment of the total Redemption Call Purchase Price, less any amounts withheld pursuant to Section 4.7 hereof. Provided that Callco has complied with the immediately preceding sentence, on and after the Redemption Date the rights of each holder of Exchangeable Shares will be limited to receiving the Redemption Call Purchase Price in respect of each Exchangeable Share held by such holder, payable by Callco upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder of the Lululemon Common Shares to which it is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCA and the articles of Exchangeco and such additional documents and instruments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco shall deliver to such holder, the Lululemon Common Shares to which the holder is entitled (which may be in the form of certificates or in book-entry form through the direct registration system) less any amounts withheld pursuant to Section 4.7 hereof. If Callco does not exercise the Redemption Call Right in the manner described above or if Callco exercises the Redemption Call Right but fails to complete such transaction in accordance with the requirements set out in this Section 5.2, on the Redemption Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the redemption price otherwise payable by Exchangeco in connection with the redemption of the Exchangeable Shares pursuant to Article 7 of the Exchangeable Share Provisions.
Appears in 3 contracts
Samples: Arrangement Agreement, Arrangement Agreement (Lululemon Corp.), Arrangement Agreement (Lululemon Athletica Inc.)
Callco Redemption Call Right. Callco shall have the In addition to Callco's rights contained in the Exchangeable Share Provisions, including, without limitation, including the Retraction Call Right (as defined in the Exchangeable Share Provisions). In addition, Callco shall have the following rights in respect of the Exchangeable Shares:
(a) Callco shall have the overriding right (the “"Redemption Call Right”"), in the event of and notwithstanding the proposed redemption of the Exchangeable Shares by Exchangeco Canco pursuant to Article 7 of the Exchangeable Share Provisions, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is an Affiliate affiliate of LululemonAcquiror) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder on upon payment by Callco to each such holder of an amount per the Exchangeable Share (the “Redemption Call Purchase Price”) equal to the Current Market Price of a Lululemon Common Share applicable on the last Business Day prior to the Redemption Date, which shall be satisfied Date (the "Redemption Call Purchase Price") in full by Callco causing to be delivered to such holder one Lululemon Common Share, plus the Dividend Amountaccordance with 5.2(c). In the event of the exercise of the Redemption Call Right by Callco, each holder of Exchangeable Shares shall be obligated to sell all the Exchangeable Shares held by the such holder to Callco on the Redemption Date on upon payment by Callco to the such holder of the Redemption Call Purchase Price for each such shareExchangeable Share, and Exchangeco whereupon Canco shall have no obligation to redeem, or to pay any Dividend Amount the Redemption Price in respect of, such shares so purchased by Callco.
(b) To exercise the Redemption Call Right, Callco must notify the Transfer Agent, as agent for the holders of Exchangeable Shares, and Exchangeco Agent of Callco’s 's intention to exercise such right at least 60 days before the Redemption Date, except in the case of a redemption occurring as a result of a Lululemon an Acquiror Control Transaction, an a Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting EventEvent (each as defined in the Exchangeable Share Provisions), in which case Callco shall so notify the Transfer Agent and Exchangeco Canco on or before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not Callco has exercised the Redemption Call Right forthwith after the expiry of the period during which the same may be exercised by Callco. If Callco exercises the Redemption Call Right, then, on the Redemption Date Date, Callco will purchase and the holders of Exchangeable Shares will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Redemption Call Purchase Price.
(c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the exercise of the Redemption Call Right, Callco shall deposit or cause to be deposited with the Transfer Agent, on or before the Redemption Date, the aggregate number of Lululemon Common Shares deliverable by Callco (which delivery may be in the form of certificates or in book-entry form through the direct registration system) and a cheque or cheques of Callco payable upon presentation at any branch of the bankers of Callco Exchangeable Share Consideration representing the aggregate Dividend Amount in payment of the total Redemption Call Purchase Price, less any amounts withheld pursuant to Section 4.7 hereof. Provided that Callco such Exchangeable Share Consideration has complied been so deposited with the immediately preceding sentenceTransfer Agent, on and after the Redemption Date the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and shall not be entitled to exercise any of the rights of each holder holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement ), other than the right to receive their proportionate part of Exchangeable Shares will be limited to receiving the total Redemption Call Purchase Price in respect of each Exchangeable Share held by such holder, payable by Callco Callco, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder of the Lululemon Common Acquiror Shares to which it such holder is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCA Act and the articles by-laws of Exchangeco Canco and such additional documents and instruments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco shall deliver to such holder, the Lululemon Common Shares Exchangeable Share Consideration to which the such holder is entitled (which may be in the form of certificates or in book-entry form through the direct registration system) less any amounts withheld pursuant to Section 4.7 hereofentitled. If Callco does not exercise the Redemption Call Right in the manner described above or if Callco exercises the Redemption Call Right but fails to complete such transaction in accordance with the requirements set out in this Section 5.2above, on the Redemption Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the redemption price Redemption Price otherwise payable by Exchangeco Canco in connection with the redemption of the Exchangeable Shares pursuant to Article 7 of the Exchangeable Share Provisions.
Appears in 2 contracts
Samples: Arrangement Agreement (Nabors Industries LTD), Arrangement Agreement (Nabors Industries LTD)
Callco Redemption Call Right. Callco shall have the In addition to Callco’s rights contained in the Exchangeable Share Provisions, including, without limitation, including the Retraction Call Right (as defined in the Exchangeable Share Provisions). In addition, Callco shall have the following rights in respect of the Exchangeable Shares:
(a) Callco shall have the overriding right (the “Redemption Call Right”), notwithstanding the proposed redemption of the Exchangeable Shares by Exchangeco Canco pursuant to Article Section 7 of the Exchangeable Share Provisions, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is RG or an Affiliate affiliate of LululemonRG) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder on payment by Callco to each holder of an amount per Exchangeable Share (the “Redemption Call Purchase Price”) equal to the Current Market Price of a Lululemon Common RG Share on the last Business Day business day prior to the Redemption DateDate plus the Dividend Amount, which shall be satisfied in full by Callco delivering or causing to be delivered to such holder one Lululemon Common Share, RG Share plus the any Dividend Amount. In the event of the exercise of the Redemption Call Right by Callco, each holder shall be obligated to sell all the Exchangeable Shares held by the holder to Callco on the Redemption Date on payment by Callco to the holder of the Redemption Call Purchase Price for each such share, and Exchangeco Canco shall have no obligation to redeem, or to pay any Dividend Amount in respect of, such shares so purchased by Callco.
(b) To exercise the Redemption Call Right, Callco must notify the Transfer Agent, as agent for the holders of Exchangeable Shares, and Exchangeco Canco of Callco’s intention to exercise such right at least 60 days before the Redemption Date, except in the case of a redemption occurring as a result of a Lululemon RG Control TransactionTransaction (as defined in the Exchangeable Share Provisions), an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event, in which case Callco shall so notify the Transfer Agent and Exchangeco Canco on or before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not Callco has exercised the Redemption Call Right forthwith after the expiry of the period during which the same may be exercised by Callco. If Callco exercises the Redemption Call Right, on the Redemption Date Callco will purchase and the holders will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Redemption Call Purchase Price.
(c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Redemption Call Right, Callco shall deposit or cause to be deposited with the Transfer Agent, on or before the Redemption Date, certificates representing the aggregate number of Lululemon Common RG Shares deliverable by which Callco (which delivery may shall deliver or cause to be in the form of certificates or in book-entry form through the direct registration systemdelivered pursuant to Section 5.2(a) and a cheque or cheques of Callco payable upon presentation at par at any branch of the bankers of Callco representing the aggregate Dividend Amount Amount, if any, in payment of the total aggregate Redemption Call Purchase Price, in each case less any amounts withheld pursuant to Section 4.7 hereof4.6. Provided that Callco has complied with the immediately preceding sentence, on and after the Redemption Date the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and shall not be entitled to exercise any of the rights of each holder holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of Exchangeable Shares will be limited to receiving the aggregate Redemption Call Purchase Price in respect without interest, unless payment of each the aggregate Redemption Call Purchase Price for the Exchangeable Share held by such holder, payable by Callco Shares shall not be made upon presentation and surrender by of share certificates in accordance with the holder following provisions of certificates representing this Section 5.1(c), in which case the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder rights of the Lululemon Common Shares to which it is entitledholders shall remain unaffected until the aggregate Redemption Call Purchase Price has been paid in the manner herein provided. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCA CBCA and the articles of Exchangeco Canco and such additional documents documents, instruments and instruments payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco shall deliver transfer to such holder, the Lululemon Common RG Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder certificates representing the RG Shares to which the holder is entitled (which may be in and a cheque or cheques of Callco payable at par at any branch of the form bankers of certificates or in book-entry form through Callco representing the direct registration system) Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RG Shares with a record date after the Redemption Date and before the date of the transfer of such RG Shares to such holder, less any amounts withheld pursuant to Section 4.7 hereof4.6. If Callco does not exercise the Redemption Call Right in the manner described above or if Callco exercises the Redemption Call Right but fails to complete such transaction in accordance with the requirements set out in this Section 5.2above, on the Redemption Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the redemption price otherwise payable by Exchangeco Canco in connection with the redemption of the Exchangeable Shares pursuant to Article 7 of the Exchangeable Share Provisions.
Appears in 2 contracts
Samples: Arrangement Agreement (Royal Gold Inc), Arrangement Agreement (International Royalty Corp)
Callco Redemption Call Right. Callco shall have the In addition to Callco's rights contained in the Exchangeable Share Provisions, including, without limitation, including the Retraction Call Right (as defined in the Exchangeable Share Provisions). In addition, Callco shall have the following rights in respect of the Exchangeable Shares:
(a) Callco shall have the overriding right (the “"Redemption Call Right”"), in the event of and notwithstanding the proposed redemption of the Exchangeable Shares by Exchangeco ExchangeCo pursuant to Article 7 of the Exchangeable Share Provisions, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is an Affiliate affiliate of LululemonAcquiror) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder on upon payment by Callco to each such holder of an amount per the Exchangeable Share (the “Redemption Call Purchase Price”) equal to the Current Market Price of a Lululemon Common Share applicable on the last Business Day prior to the Redemption Date, which shall be satisfied Date (the "Redemption Call Purchase Price") in full by Callco causing to be delivered to such holder one Lululemon Common Share, plus the Dividend Amountaccordance with Subsection 8.3(c). In the event of the exercise of the Redemption Call Right by Callco, each holder of Exchangeable Shares shall be obligated to sell all the Exchangeable Shares held by the such holder to Callco on the Redemption Date on upon payment by Callco to the such holder of the Redemption Call Purchase Price for each such shareExchangeable Share, and Exchangeco whereupon Canco shall have no obligation to redeem, or to pay any Dividend Amount the Redemption Price in respect of, such shares so purchased by Callco.
(b) To exercise the Redemption Call Right, Callco must notify the Transfer Agent, as agent for the holders of Exchangeable Shares, and Exchangeco Agent of Callco’s 's intention to exercise such right at least 60 days before the Redemption Date, except in the case of a redemption occurring as a result of a Lululemon an Acquiror Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting EventEvent (each as defined in the Exchangeable Share Provisions), in which case Callco shall so notify the Transfer Agent and Exchangeco Canco on or before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not Callco has exercised the Redemption Call Right forthwith after the expiry of the period during which the same may be exercised by Callco. If Callco exercises the Redemption Call Right, then, on the Redemption Date Date, Callco will purchase and the holders of Exchangeable Shares will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Redemption Call Purchase Price.
(c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the exercise of the Redemption Call Right, Callco shall deposit or cause to be deposited with the Transfer Agent, on or before the Redemption Date, the aggregate number of Lululemon Common Shares deliverable by Callco (which delivery may be in the form of certificates or in book-entry form through the direct registration system) and a cheque or cheques of Callco payable upon presentation at any branch of the bankers of Callco Exchangeable Share Consideration representing the aggregate Dividend Amount in payment of the total Redemption Call Purchase Price, less any amounts withheld pursuant to Section 4.7 hereof. Provided that Callco such Exchangeable Share Consideration has complied been so deposited with the immediately preceding sentenceTransfer Agent, on and after the Redemption Date the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and shall not be entitled to exercise any of the rights of each holder holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of Exchangeable Shares will be limited to receiving the total Redemption Call Purchase Price in respect of each Exchangeable Share held by such holder, payable by Callco Callco, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder of the Lululemon Common Acquiror Shares to which it such holder is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCA ABCA and the articles by-laws of Exchangeco ExchangeCo and such additional documents and instruments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco shall deliver to such holder, the Lululemon Common Shares Exchangeable Share Consideration to which the such holder is entitled (which may be in the form of certificates or in book-entry form through the direct registration system) less any amounts withheld pursuant to Section 4.7 hereofentitled. If Callco does not exercise the Redemption Call Right in the manner described above or if Callco exercises the Redemption Call Right but fails to complete such transaction in accordance with the requirements set out in this Section 5.2above, on the Redemption Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the redemption price Redemption Price otherwise payable by Exchangeco ExchangeCo in connection with the redemption of the Exchangeable Shares pursuant to Article 7 of the Exchangeable Share Provisions.
Appears in 2 contracts
Samples: Arrangement Agreement (Gran Tierra Energy, Inc.), Arrangement Agreement (Gran Tierra Energy, Inc.)
Callco Redemption Call Right. Callco shall have the In addition to Xxxxxx's rights contained in the Exchangeable Share Provisions, including, without limitation, the Retraction Call Right (as defined in the Exchangeable Share Provisions). In addition, Callco shall have the following rights in respect of the Exchangeable Shares:
(a) Callco shall have the overriding right (the “"Redemption Call Right”"), notwithstanding the proposed redemption of the Exchangeable Shares by Exchangeco pursuant to Article 7 of the Exchangeable Share Provisions, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is Coors or an Affiliate affiliate of LululemonCoors) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder on payment by Callco to each holder of an amount per Exchangeable Share (the “"Redemption Call Purchase Price”") equal to the sum of, (i) the Current Market Price of a Lululemon share of Corresponding Coors Common Share Stock on the last Business Day prior to the Redemption Date, which shall be satisfied in full by Callco causing to be delivered to such holder one Lululemon Common Shareshare of Corresponding Coors Stock, plus the (ii) any Dividend Amount. In the event of the exercise of the Redemption Call Right by CallcoXxxxxx, each holder shall be obligated to sell all the Exchangeable Shares held by the holder to Callco on the Redemption Date on payment by Callco to the holder of the Redemption Call Purchase Price for each such share, and Exchangeco shall have no obligation to redeem, or to pay any Dividend Amount in respect of, such shares so purchased by CallcoXxxxxx.
(b) To exercise the Redemption Call Right, Callco Xxxxxx must notify the Transfer Agent, as agent for the holders of Exchangeable Shares, and Exchangeco of Callco’s 's intention to exercise such right at least 60 days before the Redemption Date, except in the case of a redemption occurring as a result of a Lululemon Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event, in which case Callco shall so notify the Transfer Agent and Exchangeco on or before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not Callco has exercised the Redemption Call Right forthwith after the expiry of the period during which the same may be exercised by CallcoXxxxxx. If Callco exercises the Redemption Call Right, on the Redemption Date Callco will purchase and the holders will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Redemption Call Purchase Price.
(c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Redemption Call Right, Callco shall deposit or cause to be deposited with the Transfer Agent, on or before the Redemption Date, certificates representing the aggregate number of Lululemon shares of Corresponding Coors Common Shares Stock deliverable by Callco (which delivery may be in the form of certificates or in book-entry form through the direct registration system) and a cheque or cheques of Callco payable upon presentation at par at any branch of the bankers of Callco representing the aggregate Dividend Amount Amount, if any, in payment of the total Redemption Call Purchase Price, less any amounts withheld pursuant to Section section 4.7 hereof. Provided that Callco Xxxxxx has complied with the immediately preceding sentence, on and after the Redemption Date each holder of Exchangeable Shares (other than Coors and its affiliates) shall cease to be a holder of Exchangeable Shares, and the rights of each holder of Exchangeable Shares will be limited to receiving such holder's proportionate part of the total Redemption Call Purchase Price in respect of each Exchangeable Share held by such holder, payable by Callco upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder of the Lululemon shares of Corresponding Coors Common Shares Stock to which it is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCA CBCA, and the articles and by-laws of Exchangeco and such additional documents and instruments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco Xxxxxx shall deliver to such holder, certificates representing the Lululemon shares of Corresponding Coors Common Shares Stock to which the holder is entitled (which may be and a cheque or cheques of Callco payable at par at any branch of the bankers of Callco in payment of the form remaining portion, if any, of certificates or in book-entry form through the direct registration system) total Redemption Call Purchase Price, less any amounts withheld pursuant to Section section 4.7 hereof. If Callco Xxxxxx does not exercise the Redemption Call Right in the manner described above or if Callco exercises the Redemption Call Right but fails to complete such transaction in accordance with the requirements set out in this Section 5.2above, on the Redemption Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the redemption price otherwise payable by Exchangeco in connection with the redemption of the Exchangeable Shares pursuant to Article 7 of the Exchangeable Share Provisions.
Appears in 2 contracts
Samples: Combination Agreement (Coors Adolph Co), Combination Agreement (Coors Adolph Co)
Callco Redemption Call Right. Callco shall have the In addition to Callco's rights contained in the Exchangeable Share Provisions, including, without limitation, including the Retraction Call Right (as defined in the Exchangeable Share Provisions). In addition, Callco shall have the following rights in respect of the Exchangeable Shares:
(a) Callco shall have the overriding right (the “Redemption Call Right”"REDEMPTION CALL RIGHT"), notwithstanding the proposed redemption of the Exchangeable Shares by Exchangeco Acquisitionco pursuant to Article 7 (S)7 of the Exchangeable Share Provisions, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is Newmont or an Affiliate affiliate of LululemonNewmont) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder on payment by Callco to each holder of an amount per Exchangeable Share (the “Redemption Call Purchase Price”"REDEMPTION CALL PURCHASE PRICE") equal to the Current Market Price of a Lululemon Common Newmont Share on the last Business Day business day prior to the Redemption Date, which shall be satisfied in full by Callco delivering or causing to be delivered to such holder one Lululemon Common Newmont Share, which on issue will be admitted to listing and traded on the NYSE (subject to official notice of issuance), plus the any Dividend Amount. In the event of the exercise of the Redemption Call Right by Callco, each holder shall be obligated to sell all the Exchangeable Shares held by the holder to Callco on the Redemption Date on payment by Callco to the holder of the Redemption Call Purchase Price for each such share, and Exchangeco Acquisitionco shall have no obligation to redeem, or to pay any Dividend Amount in respect of, such shares so purchased by Callco.
(b) To exercise the Redemption Call Right, Callco must notify the Transfer Agent, as agent for the holders of Exchangeable Shares, Shares and Exchangeco Acquisitionco of Callco’s 's intention to exercise such right at least 60 days before the Redemption Date, except in the case of a redemption occurring as a result of a Lululemon Newmont Control Transaction, an Transaction (as defined in the Exchangeable Share Voting Event Provisions) or an Exempt Exchangeable Share Voting Event, in which case Callco shall so notify the Transfer Agent and Exchangeco Acquisitionco on or before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not Callco has exercised the Redemption Call Right forthwith after the expiry of the period during which the same may be exercised by Callco. If Callco exercises the Redemption Call Right, on the Redemption Date Callco will purchase and the holders will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Redemption Call Purchase Price.
(c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Redemption Call Right, Callco shall deposit or cause to be deposited with the Transfer Agent, on or before the Redemption Date, certificates representing the aggregate number of Lululemon Common Newmont Shares deliverable by which Callco shall deliver or cause to be delivered pursuant to (which delivery may be in the form of certificates or in book-entry form through the direct registration systemS)5.2(a) and a cheque or cheques of Callco payable upon presentation at par at any branch of the bankers of Callco representing the aggregate Dividend Amount Amount, if any, in payment of the total aggregate Redemption Call Purchase Price, in each case less any amounts withheld pursuant to Section 4.7 hereof(S)4.7. Provided that Callco has complied with the immediately preceding sentence, on and after the Redemption Date the rights of each holder of Exchangeable Shares will be limited to receiving the Redemption Call Purchase Price in respect of each Exchangeable Share held by such holder, payable by Callco upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder of the Lululemon Common Shares to which it is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCA and the articles of Exchangeco and such additional documents and instruments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco shall deliver to such holder, the Lululemon Common Shares to which the holder is entitled (which may be in the form of certificates or in book-entry form through the direct registration system) less any amounts withheld pursuant to Section 4.7 hereof. If Callco does not exercise the Redemption Call Right in the manner described above or if Callco exercises the Redemption Call Right but fails to complete such transaction in accordance with the requirements set out in this Section 5.2, on the Redemption Date the holders of the Exchangeable Shares will shall cease to be entitled to receive in exchange therefor the redemption price otherwise payable by Exchangeco in connection with the redemption holders of the Exchangeable Shares pursuant and shall not be entitled to Article 7 exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of the aggregate Redemption Call Purchase Price, unless payment of the aggregate Redemption Call Purchase Price for the Exchangeable Share Provisions.Shares shall not be made upon presentation and surrender of share certificates in
Appears in 1 contract
Callco Redemption Call Right. Callco shall have the rights contained in the Exchangeable Share Provisions, including, without limitation, the Retraction Call Right (as defined in the Exchangeable Share Provisions). In addition, Callco shall have the following rights in respect of the Exchangeable Shares:
(a) Callco CallCo shall have the overriding right (the “Redemption Call Right”), notwithstanding the proposed redemption of the Exchangeable Shares by Exchangeco ExchangeCo pursuant to Article 7 of the Exchangeable Share Provisions, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is an Affiliate of Lululemon) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder on payment by Callco CallCo to each the holder of an amount per Exchangeable Share (the “Redemption Call Purchase Price”) share equal to (i) the Current Market Price (as defined in the Exchangeable Share Provisions) of a Lululemon share of Parent Common Share Stock on the last Business Day prior to the Redemption Date, which shall be satisfied in full by Callco causing to be delivered to such holder one Lululemon share of Parent Common ShareStock plus (ii) the right to receive the full amount when paid of all unpaid dividends on such Exchangeable Share for which the record date has occurred prior to the Redemption Date (collectively, plus the Dividend Amount“Redemption Call Purchase Price”). In the event of the exercise of the Redemption Call Right by CallcoCallCo, each holder shall be obligated to sell all the Exchangeable Shares held by the holder to Callco CallCo on the Redemption Date on payment by Callco CallCo to the holder of the Redemption Call Purchase Price for each such share, and Exchangeco shall have no obligation to redeem, or to pay any Dividend Amount in respect of, such shares so purchased by Callco.
(b) To exercise the Redemption Call Right, Callco CallCo must notify the Transfer Agent, as agent for the holders of Exchangeable Shares, and Exchangeco ExchangeCo of CallcoCallCo’s intention to exercise such right at least 60 days before the Redemption Date, except in the case of a redemption occurring as a result of a Lululemon an acquisition of Control Transaction, an of Parent (as defined in the Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event, Provisions) in which case Callco CallCo shall so notify the Transfer Agent and Exchangeco ExchangeCo on or before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not Callco CallCo has exercised the Redemption Call Right forthwith after the expiry of the period during which the same may be exercised by CallcoCallCo. If Callco CallCo exercises the Redemption Call Right, on the Redemption Date Callco CallCo will purchase and the holders will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Redemption Call Purchase Price.
(c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Redemption Call Right, Callco shall deposit with the Transfer Agent, on or before the Redemption Date, the aggregate number of Lululemon Common Shares deliverable by Callco (which delivery may be in the form of certificates or in book-entry form through the direct registration system) and a cheque or cheques of Callco payable upon presentation at any branch of the bankers of Callco representing the aggregate Dividend Amount in payment of the total Redemption Call Purchase Price, less any amounts withheld pursuant to Section 4.7 hereof. Provided that Callco has complied with the immediately preceding sentence, on and after the Redemption Date the rights of each holder of Exchangeable Shares will be limited to receiving the Redemption Call Purchase Price in respect of each Exchangeable Share held by such holder, payable by Callco upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder of the Lululemon Common Shares to which it is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCA and the articles of Exchangeco and such additional documents and instruments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco shall deliver to such holder, the Lululemon Common Shares to which the holder is entitled (which may be in the form of certificates or in book-entry form through the direct registration system) less any amounts withheld pursuant to Section 4.7 hereof. If Callco does not exercise the Redemption Call Right in the manner described above or if Callco exercises the Redemption Call Right but fails to complete such transaction in accordance with the requirements set out in this Section 5.2, on the Redemption Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the redemption price otherwise payable by Exchangeco in connection with the redemption of the Exchangeable Shares pursuant to Article 7 of the Exchangeable Share Provisions.
Appears in 1 contract
Samples: Merger Agreement (Bowater Inc)
Callco Redemption Call Right. Callco shall have the In addition to Callco's rights contained in the Exchangeable Share Provisions, including, without limitation, the Retraction Call Right (as defined in the Exchangeable Share Provisions). In addition, Callco shall have the following rights in respect of the Exchangeable Shares:
(a) Callco shall have the overriding right (the “Redemption Call Right”"REDEMPTION CALL RIGHT"), notwithstanding the proposed redemption of the Exchangeable Shares by Exchangeco pursuant to Article 7 of the Exchangeable Share Provisions, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is AMVESCAP or an Affiliate of LululemonAMVESCAP) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder on payment by Callco to each holder of an amount per Exchangeable Share (the “Redemption Call Purchase Price”"REDEMPTION CALL PURCHASE PRICE") equal to the Current Market Price of a Lululemon Common an AMVESCAP Ordinary Share on the last Business Day prior to the Redemption Date, which shall be satisfied in full by Callco delivering or causing to be delivered to such holder one Lululemon Common AMVESCAP Ordinary Share, which on issue will be admitted to listing by the UKLA and traded on the LSE, plus the any Dividend Amount. In the event of the exercise of the Redemption Call Right by Callco, each holder shall be obligated to sell all the Exchangeable Shares held by the holder to Callco on the Redemption Date on payment by Callco to the holder of the Redemption Call Purchase Price for each such share, and Exchangeco shall have no obligation to redeem, or to pay any Dividend Amount in respect of, such shares so purchased by Callco.
(b) To exercise the Redemption Call Right, Callco must notify the Transfer Agent, as agent for the holders of Exchangeable Shares, and Exchangeco of Callco’s 's intention to exercise such right at least 60 days before the Redemption Date, except in the case of a redemption occurring as a result of a Lululemon an AMVESCAP Control Transaction, an Exchangeable Share Voting Event Transaction or an Exempt Exchangeable Share Voting Event, in which case Callco shall so notify the Transfer Agent and Exchangeco on or before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not Callco has exercised the Redemption Call Right forthwith after the expiry of the period during which the same may be exercised by Callco. If Callco exercises the Redemption Call Right, on the Redemption Date Callco will purchase and the holders will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Redemption Call Purchase Price.
(c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Redemption Call Right, Callco shall deposit or cause to be deposited with the Transfer Agent, on or before the Redemption Date, certificates representing the aggregate number of Lululemon Common AMVESCAP Ordinary Shares deliverable by which Callco (which delivery may shall deliver or cause to be in the form of certificates or in book-entry form through the direct registration systemdelivered pursuant to Section 5.2(1) and a cheque or cheques of Callco payable upon presentation at par at any branch of the bankers of Callco representing the aggregate Dividend Amount Amount, if any, in payment of the total Redemption Call Purchase Price, in each case less any amounts withheld pursuant to Section 4.7 hereofsection 4.9. Provided that Callco has complied with the immediately preceding sentence, on and after the Redemption Date the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and shall not be entitled to exercise any of the rights of each holder holders in respect thereof (including, without limitation, any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of Exchangeable Shares will be limited to receiving the total Redemption Call Purchase Price, unless payment of the total Redemption Call Purchase Price in respect of each for the Exchangeable Share held by such holder, payable by Callco Shares shall not be made upon presentation and surrender by of share certificates in accordance with the holder following provisions of certificates representing this section 5.2(c), in which case the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder rights of the Lululemon Common Shares to which it is entitledholders shall remain unaffected until the total Redemption Call Purchase Price has been paid in the manner herein provided. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCA Companies Act and the articles Memorandum and Articles of Association of Exchangeco and such additional documents documents, instruments and instruments payments (including, without limitation, any applicable Stamp Taxes) as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco shall deliver transfer to such holder, the Lululemon Common AMVESCAP Ordinary Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder certificates representing the AMVESCAP Ordinary Shares to which the holder is entitled (which may be in and a cheque or cheques of Callco payable at par at any branch of the form bankers of certificates or in book-entry form through Callco representing the direct registration system) remaining portion, if any, of the total Redemption Call Purchase Price and when received by the Transfer Agent, all dividends and other distributions with respect to such AMVESCAP Ordinary Shares with a record date after the Redemption Date and before the date of the transfer of such AMVESCAP Ordinary Shares to such holder, less any amounts withheld pursuant to Section 4.7 hereofsection 4.9. If Callco does not exercise the Redemption Call Right in the manner described above or if Callco exercises the Redemption Call Right but fails to complete such transaction in accordance with the requirements set out in this Section 5.2above, on the Redemption Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the redemption price otherwise payable by Exchangeco in connection with the redemption of the Exchangeable Shares pursuant to Article 7 of the Exchangeable Share Provisions.
Appears in 1 contract
Callco Redemption Call Right. Callco shall have the rights contained in the Exchangeable Share Provisions, including, without limitation, the Retraction Call Right (as defined in the Exchangeable Share Provisions). In addition, Callco shall have the following rights in respect of the Exchangeable Shares:
(a) Callco shall have the overriding right (the “Redemption Call Right”), notwithstanding the proposed redemption of the Exchangeable Shares by Exchangeco the Corporation pursuant to Article 7 Section 6 of the Exchangeable these Share Provisions, to purchase from all but not less than all of the holders of Exchangeable Shares (other than Quanta or any holder of Exchangeable Shares which is an Affiliate of LululemonQuanta) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder on payment by Callco to each holder of an amount per Exchangeable Share (the “Redemption Call Purchase Price”) equal to (i) the Current Market Price of a Lululemon Common Quanta Share on the last Business Day prior to the Redemption Date, Date (which shall be satisfied in full by Callco causing to be delivered to such holder one Lululemon Common ShareQuanta Share for each Exchangeable Share presented and surrendered by the holder), plus (ii) the Unpaid Dividend Amount, if any, on each Exchangeable Share held by such holder. For greater certainty, the Redemption Call Purchase Price for each such Exchangeable Share held by such holder on the Redemption Date may be satisfied only by the Corporation causing the issuance and delivery to such holder of one Quanta Share and a cheque for the balance, if any, of the Redemption Call Purchase Price without interest, less any amounts withheld on account of tax required to be deducted and withheld therefrom. In the event of the exercise of the Redemption Call Right by Callco, each holder shall be obligated to sell all the Exchangeable Shares held by the holder to Callco on the Redemption Date Date, free and clear of all liens, claims and encumbrances, on payment by Callco to the holder of the Redemption Call Purchase Price for each such share, and Exchangeco the Corporation shall thereafter have no obligation to redeem, or to pay any Dividend Amount in respect of, redeem such shares so purchased by Callco.
(b) To exercise the Redemption Call Right, Callco must notify the Transfer Agent, as agent trustee for the holders of Exchangeable Shares, and Exchangeco of Callco’s intention to exercise such right at least 60 30 days before the Redemption Date, except in the case of a redemption occurring or such shorter period as a result of a Lululemon Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Eventmay be agreed, in which case writing, by the Corporation, Callco shall so notify and the Transfer Agent and Exchangeco on or before holders of the Redemption DateExchangeable Shares. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not Callco has exercised the Redemption Call Right forthwith after the expiry of the period during which the same may be exercised by Callco, provided that the failure by the Transfer Agent to give such notice shall not affect the validity of the exercise of the Redemption Call Right. If Callco exercises the Redemption Call Right, on the Redemption Date Callco will purchase and the holders will sell all of the Exchangeable Shares then outstanding outstanding, free and clear of all liens, claims and encumbrances, for a price per share equal to the Redemption Call Purchase Price.
(c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Redemption Call Right, Callco shall deposit with the Transfer Agent, on or before the Redemption Date, the aggregate number of Lululemon Common Shares deliverable by Callco (which delivery may be in the form of certificates or in book-entry form through the direct registration system) and a cheque or cheques of Callco payable upon presentation at any branch of the bankers of Callco representing the aggregate Dividend Amount in payment of the total Redemption Call Purchase Price, less any amounts withheld pursuant to Section 4.7 hereof. Provided that Callco has complied with the immediately preceding sentence, on On and after the Redemption Date the rights of each holder of Exchangeable Shares will be limited to receiving such holder’s proportionate part of the total Redemption Call Purchase Price in respect of each Exchangeable Share held by such holder, payable by Callco upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder of the Lululemon Common Quanta Shares to which it is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, free and clear of all liens, claims and encumbrances, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCA Act and the articles of Exchangeco the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco shall deliver to such holder, certificates representing the Lululemon Common Quanta Shares to which the holder is entitled (and an undertaking to make payment in respect of the Unpaid Dividend Amount on the date on which may be such dividends would have been paid if the redemption had not been made, in the form of certificates or in book-entry form through the direct registration system) each case less any amounts withheld pursuant on account of tax required to Section 4.7 hereofbe deducted and withheld therefrom. If Callco does not exercise the Redemption Call Right in the manner described above or if Callco exercises the Redemption Call Right but fails to complete such transaction in accordance with the requirements set out in this Section 5.2above, on the Redemption Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the redemption price Redemption Price otherwise payable by Exchangeco the Corporation in connection with the redemption of the Exchangeable Shares pursuant to Article 7 Section 6 of the Exchangeable these Share Provisions.
(d) Callco shall at any time be entitled to assign all of its rights in this Section 7.2 to Quanta or an Affiliate of Quanta provided that such company assumes all of Callco’s obligations under this Section.
Appears in 1 contract
Callco Redemption Call Right. Callco shall have the In addition to Callco's rights contained in the Exchangeable Share Provisions, including, without limitation, including the Retraction Call Right (as defined in the Exchangeable Share Provisions). In addition, Callco shall have the following rights in respect of the Exchangeable Shares:
(a) Callco shall have the overriding right (the “"Redemption Call Right”"), in the event of and notwithstanding the proposed redemption of the Exchangeable Shares by Exchangeco pursuant to Article 7 of the Exchangeable Share Provisions, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is an Affiliate affiliate of LululemonDuke Energy) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder on upon payment by Callco to each such holder of an amount per the Exchangeable Share (the “Redemption Call Purchase Price”) equal to the Current Market Price of a Lululemon Common Share applicable on the last Business Day prior to the Redemption Date, which shall be satisfied Date (the "Redemption Call Purchase Price") in full by Callco causing to be delivered to such holder one Lululemon Common Share, plus the Dividend Amountaccordance with 5.2(c). In the event of the exercise of the Redemption Call Right by Callco, each holder shall be obligated to sell all the Exchangeable Shares held by the such holder to Callco on the Redemption Date on upon payment by Callco to the such holder of the Redemption Call Purchase Price for each such shareExchangeable Share, and whereupon Exchangeco shall have no obligation to redeem, or to pay any Dividend Amount the Redemption Price in respect of, such shares so purchased by Callco.
(b) To exercise the Redemption Call Right, Callco must notify the Transfer Agent, as agent for the holders of Exchangeable Shares, and Exchangeco of Callco’s 's intention to exercise such right at least 60 days before the Redemption Date, except in the case of a redemption occurring as a result of a Lululemon Duke Energy Control Transaction, an Exchangeable Share Voting Event or Event, an Exempt Exchangeable Share Voting EventEvent or a Distribution Date (each as defined in the Exchangeable Share Provisions), in which case Callco shall so notify the Transfer Agent and Exchangeco on or before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not Callco has exercised the Redemption Call Right forthwith after the expiry of the period during which the same may be exercised by Callco. If Callco exercises the Redemption Call Right, then on the Redemption Date Date, Callco will purchase and the holders of Exchangeable Shares will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Redemption Call Purchase Price.
(c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Redemption Call Right, Callco shall deposit or cause to be deposited with the Transfer Agent, on or before the Redemption Date, the aggregate number of Lululemon Common Shares deliverable by Callco (which delivery may be in the form of certificates or in book-entry form through the direct registration system) and a cheque or cheques of Callco payable upon presentation at any branch of the bankers of Callco Exchangeable Share Consideration representing the aggregate Dividend Amount in payment of the total Redemption Call Purchase Price, less any amounts withheld pursuant to Section 4.7 hereof. Provided that Callco such Exchangeable Share Consideration has complied been so deposited with the immediately preceding sentenceTransfer Agent, on and after the Redemption Date the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and shall not be entitled to exercise any of the rights of each holder holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of Exchangeable Shares will be limited to receiving the total Redemption Call Purchase Price in respect of each Exchangeable Share held by such holder, payable by Callco Callco, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder of the Lululemon Duke Energy Common Shares to which it such holder is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCA CBCA and the articles by-laws of Exchangeco and such additional documents and instruments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco shall deliver to such holder, the Lululemon Common Shares Exchangeable Share Consideration to which the such holder is entitled (which may be in the form of certificates or in book-entry form through the direct registration system) less any amounts withheld pursuant to Section 4.7 hereofentitled. If Callco does not exercise the Redemption Call Right in the manner described above or if Callco exercises the Redemption Call Right but fails to complete such transaction in accordance with the requirements set out in this Section 5.2above, on the Redemption Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the redemption price Redemption Price otherwise payable by Exchangeco in connection with the redemption of the Exchangeable Shares pursuant to Article 7 of the Exchangeable Share Provisions.
Appears in 1 contract
Callco Redemption Call Right. Callco shall have the In addition to CallCo's rights contained in the Exchangeable Share Provisions, including, without limitation, including the Retraction Call Right (as defined in the Exchangeable Share Provisions). In addition, Callco CallCo shall have the following rights in respect of the Exchangeable Shares:
(a) Callco CallCo shall have the overriding right (the “"Redemption Call Right”"), in the event of and notwithstanding the proposed redemption of the Exchangeable Shares by Exchangeco ExchangeCo pursuant to Article 7 of the Exchangeable Share Provisions, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is an Affiliate affiliate of LululemonAcquiror) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder on upon payment by Callco CallCo to each such holder of an amount per the Exchangeable Share (the “Redemption Call Purchase Price”) equal to the Current Market Price of a Lululemon Common Share applicable on the last Business Day prior to the Redemption Date, which shall be satisfied Date (the "Redemption Call Purchase Price") in full by Callco causing to be delivered to such holder one Lululemon Common Share, plus the Dividend Amountaccordance with Subsection 8.3(c). In the event of the exercise of the Redemption Call Right by CallcoCallCo, each holder of Exchangeable Shares shall be obligated to sell all the Exchangeable Shares held by the such holder to Callco CallCo on the Redemption Date on upon payment by Callco CallCo to the such holder of the Redemption Call Purchase Price for each such shareExchangeable Share, and Exchangeco whereupon ExchangeCo shall have no obligation to redeem, or to pay any Dividend Amount the Redemption Price in respect of, such shares so purchased by CallcoCallCo.
(b) To exercise the Redemption Call Right, Callco CallCo must notify the Transfer Agent, as agent for the holders Agent of Exchangeable Shares, and Exchangeco of Callco’s CallCo's intention to exercise such right at least 60 days before the Redemption Date, except in the case of a redemption occurring as a result of a Lululemon an Acquiror Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting EventEvent (each as defined in the Exchangeable Share Provisions), in which case Callco CallCo shall so notify the Transfer Agent and Exchangeco ExchangeCo on or before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not Callco CallCo has exercised the Redemption Call Right forthwith after the expiry of the period during which the same may be exercised by CallcoCallCo. If Callco CallCo exercises the Redemption Call Right, then, on the Redemption Date Callco Date, CallCo will purchase and the holders of Exchangeable Shares will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Redemption Call Purchase Price.
(c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the exercise of the Redemption Call Right, Callco CallCo shall deposit or cause to be deposited with the Transfer Agent, on or before the Redemption Date, the aggregate number of Lululemon Common Shares deliverable by Callco (which delivery may be in the form of certificates or in book-entry form through the direct registration system) and a cheque or cheques of Callco payable upon presentation at any branch of the bankers of Callco Exchangeable Share Consideration representing the aggregate Dividend Amount in payment of the total Redemption Call Purchase Price, less any amounts withheld pursuant to Section 4.7 hereof. Provided that Callco such Exchangeable Share Consideration has complied been so deposited with the immediately preceding sentenceTransfer Agent, on and after the Redemption Date the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and shall not be entitled to exercise any of the rights of each holder holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of Exchangeable Shares will be limited to receiving the total Redemption Call Purchase Price in respect of each Exchangeable Share held by such holder, payable by Callco CallCo, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder of the Lululemon Common Acquiror Shares to which it such holder is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCA ABCA and the articles by-laws of Exchangeco ExchangeCo and such additional documents and instruments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco CallCo shall deliver to such holder, the Lululemon Common Shares Exchangeable Share Consideration to which the such holder is entitled (which may be in the form of certificates or in book-entry form through the direct registration system) less any amounts withheld pursuant to Section 4.7 hereofentitled. If Callco CallCo does not exercise the Redemption Call Right in the manner described above or if Callco exercises the Redemption Call Right but fails to complete such transaction in accordance with the requirements set out in this Section 5.2above, on the Redemption Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the redemption price Redemption Price otherwise payable by Exchangeco ExchangeCo in connection with the redemption of the Exchangeable Shares pursuant to Article 7 of the Exchangeable Share Provisions.
Appears in 1 contract
Samples: Arrangement Agreement (Magnum Hunter Resources Corp)
Callco Redemption Call Right. Callco shall have the rights contained in the Exchangeable Share Provisions, including, without limitation, the Retraction Call Right (as defined in the Exchangeable Share Provisions). In addition, Callco shall have the following rights in respect of the Exchangeable Shares:
(a1) Callco shall have the overriding right (the “"Redemption Call Right”"), notwithstanding the proposed redemption of the Exchangeable Shares by Exchangeco the Corporation pursuant to Article 7 of the Exchangeable Share Provisions, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is an Affiliate of Lululemon) Beneficiaries on the Automatic Redemption Date all but not less than all of the Exchangeable Shares held by each such holder the Beneficiaries on payment by Callco to each holder the Holders of an amount per Exchangeable Share (the “"Redemption Call Purchase Price”") equal to the Current Market Price of a Lululemon Common Exchangeable Share Consideration applicable on the last Business Day prior to the Automatic Redemption Date, which shall be satisfied in full by Callco delivering or causing to be delivered to such holder one Lululemon Common Sharethe Beneficiaries, plus the Dividend AmountExchangeable Share Consideration. In the event of the exercise of the Redemption Call Right by Callco, each holder Beneficiary shall be obligated to sell all of the Exchangeable Shares held by the holder such Beneficiary to Callco on the Automatic Redemption Date on payment by Callco to the holder such Beneficiary of the Redemption Call Purchase Price for each such share, and Exchangeco the Corporation shall have no obligation to redeem, or to pay any Dividend Amount in respect of, redeem such shares so purchased by Callco.
(b2) To exercise the Redemption Call Right, Callco must notify the Transfer Agent, as agent for Corporation and the holders of Exchangeable Shares, and Exchangeco Trustee in writing of Callco’s 's intention to exercise such right at least 60 days before the Redemption Date, except in the case of a redemption occurring as a result of a Lululemon Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event, in which case Callco shall so notify the Transfer Agent and Exchangeco on or before the Automatic Redemption Date. The Transfer Agent Corporation will notify the holders of the Exchangeable Shares Trustee in writing as to whether or not Callco has exercised the Redemption Call Right forthwith after the expiry of the period during which the same may be exercised by Callco. If Callco exercises the Redemption Call Right, then on the Automatic Redemption Date Callco will purchase purchase, and the holders each Beneficiary will sell sell, all of the Exchangeable Shares then outstanding held by such Beneficiary for a price per share equal to the Redemption Call Purchase Price, which price shall be satisfied in the manner set forth in Section 6.3(1) hereof.
(c3) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the exercise of the Redemption Call Right, Callco shall deposit with the Transfer Agentdeliver to each Beneficiary, on or before the Automatic Redemption Date, the aggregate number of Lululemon Common Shares deliverable by Callco (which delivery may be in the form of certificates or in book-entry form through the direct registration system) and a cheque or cheques of Callco payable upon presentation at any branch of the bankers of Callco representing the aggregate Dividend Amount in payment of the total Redemption Call Purchase Price, less any amounts withheld pursuant to Section 4.7 hereof. Provided that Callco has complied with the immediately preceding sentence, on and after the Redemption Date the rights of each holder of Exchangeable Shares will be limited to receiving the Redemption Call Purchase Price in respect of each Exchangeable Share held by such holder, payable by Callco Consideration upon presentation and surrender by the holder such Beneficiary of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed Beneficiary, duly endorsed for all purposes to be the holder of the Lululemon Common Shares to which it is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Sharestransfer, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCA Act and the articles constating documents of Exchangeco the Corporation and such additional documents and instruments as the Transfer Agent Callco may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco shall deliver to such holder, the Lululemon Common Shares to which the holder is entitled (which may be in the form of certificates or in book-entry form through the direct registration system) less any amounts withheld pursuant to Section 4.7 hereof. If Callco does not exercise the Redemption Call Right in the manner described above or if Callco exercises the Redemption Call Right but fails to complete such transaction in accordance and with the requirements set out in this Section 5.2delay described above, then on the Automatic Redemption Date the holders of the Exchangeable Shares Beneficiaries will be entitled to receive in exchange therefor the redemption price otherwise payable by Exchangeco the Corporation in connection with the redemption of the Exchangeable Shares pursuant to Article 7 of the Exchangeable Share Provisions.
Appears in 1 contract
Samples: Voting Exchange and Support Agreement (Goldstrike Inc)
Callco Redemption Call Right. Callco shall have the In addition to Callco’s rights contained in the Exchangeable Share Provisions, including, without limitation, including the Retraction Call Right (as defined in the Exchangeable Share Provisions). In addition, Callco shall have the following rights in respect of the Exchangeable Shares:
(a) Callco shall have the overriding right (the “Redemption Call Right”), notwithstanding the proposed redemption of the Exchangeable Shares by Exchangeco Canco pursuant to Article Section 7 of the Exchangeable Share Provisions, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is RG or an Affiliate affiliate of LululemonRG) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder on payment by Callco to each holder of an amount per Exchangeable Share (the “Redemption Call Purchase Price”) equal to the Current Market Price of a Lululemon Common RG Share on the last Business Day business day prior to the Redemption DateDate plus the Dividend Amount, which shall be satisfied in full by Callco delivering or causing to be delivered to such holder one Lululemon Common Share, RG Share plus the any Dividend Amount. In the event of the exercise of the Redemption Call Right by Callco, each holder shall be obligated to sell all the Exchangeable Shares held by the holder to Callco on the Redemption Date on payment by Callco to the holder of the Redemption Call Purchase Price for each such share, and Exchangeco Canco shall have no obligation to redeem, or to pay any Dividend Amount in respect of, such shares so purchased by Callco.
(b) To exercise the Redemption Call Right, Callco must notify the Transfer Agent, as agent for the holders of Exchangeable Shares, and Exchangeco of Callco’s intention to exercise such right at least 60 days before the Redemption Date, except in the case of a redemption occurring as a result of a Lululemon Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event, in which case Callco shall so notify the Transfer Agent and Exchangeco on or before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not Callco has exercised the Redemption Call Right forthwith after the expiry of the period during which the same may be exercised by Callco. If Callco exercises the Redemption Call Right, on the Redemption Date Callco will purchase and the holders will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Redemption Call Purchase Price.
(c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Redemption Call Right, Callco shall deposit with the Transfer Agent, on or before the Redemption Date, the aggregate number of Lululemon Common Shares deliverable by Callco (which delivery may be in the form of certificates or in book-entry form through the direct registration system) and a cheque or cheques of Callco payable upon presentation at any branch of the bankers of Callco representing the aggregate Dividend Amount in payment of the total Redemption Call Purchase Price, less any amounts withheld pursuant to Section 4.7 hereof. Provided that Callco has complied with the immediately preceding sentence, on and after the Redemption Date the rights of each holder of Exchangeable Shares will be limited to receiving the Redemption Call Purchase Price in respect of each Exchangeable Share held by such holder, payable by Callco upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder of the Lululemon Common Shares to which it is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCA and the articles of Exchangeco and such additional documents and instruments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco shall deliver to such holder, the Lululemon Common Shares to which the holder is entitled (which may be in the form of certificates or in book-entry form through the direct registration system) less any amounts withheld pursuant to Section 4.7 hereof. If Callco does not exercise the Redemption Call Right in the manner described above or if Callco exercises the Redemption Call Right but fails to complete such transaction in accordance with the requirements set out in this Section 5.2, on the Redemption Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the redemption price otherwise payable by Exchangeco in connection with the redemption of the Exchangeable Shares pursuant to Article 7 of the Exchangeable Share Provisions.43
Appears in 1 contract
Callco Redemption Call Right. Callco shall have the In addition to Callco's rights contained in the Exchangeable Share Provisions, including, without limitation, the Retraction Call Right (as defined in the Exchangeable Share Provisions). In addition, Callco shall have the following rights in respect of the Exchangeable Shares:
(a) Callco shall have the overriding right (the “"Redemption Call Right”"), notwithstanding the proposed redemption of the Exchangeable Shares by Exchangeco pursuant to Article 7 of the Exchangeable Share Provisions, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is Coors or an Affiliate affiliate of LululemonCoors) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder on payment by Callco to each holder of an amount per Exchangeable Share (the “"Redemption Call Purchase Price”") equal to the sum of, (i) the Current Market Price of a Lululemon share of Corresponding Coors Common Share Stock on the last Business Day prior to the Redemption Date, which shall be satisfied in full by Callco causing to be delivered to such holder one Lululemon Common Shareshare of Corresponding Coors Stock, plus the (ii) any Dividend Amount. In the event of the exercise of the Redemption Call Right by Callco, each holder shall be obligated to sell all the Exchangeable Shares held by the holder to Callco on the Redemption Date on payment by Callco to the holder of the Redemption Call Purchase Price for each such share, and Exchangeco shall have no obligation to redeem, or to pay any Dividend Amount in respect of, such shares so purchased by Callco.
(b) To exercise the Redemption Call Right, Callco must notify the Transfer Agent, as agent for the holders of Exchangeable Shares, and Exchangeco of Callco’s 's intention to exercise such right at least 60 days before the Redemption Date, except in the case of a redemption occurring as a result of a Lululemon Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event, in which case Callco shall so notify the Transfer Agent and Exchangeco on or before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not Callco has exercised the Redemption Call Right forthwith after the expiry of the period during which the same may be exercised by Callco. If Callco exercises the Redemption Call Right, on the Redemption Date Callco will purchase and the holders will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Redemption Call Purchase Price.
(c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Redemption Call Right, Callco shall deposit or cause to be deposited with the Transfer Agent, on or before the Redemption Date, certificates representing the aggregate number of Lululemon shares of Corresponding Coors Common Shares Stock deliverable by Callco (which delivery may be in the form of certificates or in book-entry form through the direct registration system) and a cheque or cheques of Callco payable upon presentation at par at any branch of the bankers of Callco representing the aggregate Dividend Amount Amount, if any, in payment of the total Redemption Call Purchase Price, less any amounts withheld pursuant to Section section 4.7 hereof. Provided that Callco has complied with the immediately preceding sentence, on and after the Redemption Date each holder of Exchangeable Shares (other than Coors and its affiliates) shall cease to be a holder of Exchangeable Shares, and the rights of each holder of Exchangeable Shares will be limited to receiving such holder's proportionate part of the total Redemption Call Purchase Price in respect of each Exchangeable Share held by such holder, payable by Callco upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder of the Lululemon shares of Corresponding Coors Common Shares Stock to which it is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCA CBCA, and the articles and by-laws of Exchangeco and such additional documents and instruments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco shall deliver to such holder, certificates representing the Lululemon shares of Corresponding Coors Common Shares Stock to which the holder is entitled (which may be and a cheque or cheques of Callco payable at par at any branch of the bankers of Callco in payment of the form remaining portion, if any, of certificates or in book-entry form through the direct registration system) total Redemption Call Purchase Price, less any amounts withheld pursuant to Section section 4.7 hereof. If Callco does not exercise the Redemption Call Right in the manner described above or if Callco exercises the Redemption Call Right but fails to complete such transaction in accordance with the requirements set out in this Section 5.2above, on the Redemption Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the redemption price otherwise payable by Exchangeco in connection with the redemption of the Exchangeable Shares pursuant to Article 7 of the Exchangeable Share Provisions.
Appears in 1 contract
Callco Redemption Call Right. Callco shall have the rights contained in the Exchangeable Share Provisions, including, without limitation, the Retraction Call Right (as defined in the Exchangeable Share Provisions). In addition, Callco shall have the following rights in respect of the Exchangeable Shares:
(a) Callco CallCo shall have the overriding right (the “Redemption Call Right”"REDEMPTION CALL RIGHT"), notwithstanding the proposed redemption of the Exchangeable Shares by Exchangeco ExchangeCo pursuant to Article 7 of the Exchangeable Share Provisions, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is an Affiliate of Lululemon) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder on payment by Callco CallCo to each the holder of an amount per Exchangeable Share (the “Redemption Call Purchase Price”) share equal to (i) the Current Market Price (as defined in the Exchangeable Share Provisions) of a Lululemon share of Parent Common Share Stock on the last Business Day prior to the Redemption Date, which shall be satisfied in full by Callco causing to be delivered to such holder one Lululemon share of Parent Common ShareStock plus (ii) the right to receive the full amount when paid of all unpaid dividends on such Exchangeable Share for which the record date has occurred prior to the Redemption Date (collectively, plus the Dividend Amount"REDEMPTION CALL PURCHASE PRICE"). In the event of the exercise of the Redemption Call Right by CallcoCallCo, each holder shall be obligated to sell all the Exchangeable Shares held by the holder to Callco CallCo on the Redemption Date on payment by Callco CallCo to the holder of the Redemption Call Purchase Price for each such share, and Exchangeco shall have no obligation to redeem, or to pay any Dividend Amount in respect of, such shares so purchased by Callco.
(b) To exercise the Redemption Call Right, Callco CallCo must notify the Transfer Agent, as agent for the holders of Exchangeable Shares, and Exchangeco ExchangeCo of Callco’s CallCo's intention to exercise such right at least 60 days before the Redemption Date, except in the case of a redemption occurring as a result of a Lululemon an acquisition of Control Transaction, an of Parent (as defined in the Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event, Provisions) in which case Callco CallCo shall so notify the Transfer Agent and Exchangeco ExchangeCo on or before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not Callco CallCo has exercised the Redemption Call Right forthwith after the expiry of the period during which the same may be exercised by CallcoCallCo. If Callco CallCo exercises the Redemption Call Right, on the Redemption Date Callco CallCo will purchase and the holders will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Redemption Call Purchase Price.
(c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Redemption Call Right, Callco CallCo shall deposit with the Transfer Agent, on or before the Redemption Date, certificates representing the aggregate number of Lululemon shares of Parent Common Shares Stock deliverable by Callco (which delivery may be in the form of certificates or in book-entry form through the direct registration system) and a cheque or cheques of Callco payable upon presentation at any branch of the bankers of Callco representing the aggregate Dividend Amount CallCo in payment of the total Redemption Call Purchase PricePrice and shall waive any rights to receive any dividends which represent the amount of the remaining portion, if any, of the total Redemption Call Purchase Price less any amounts withheld pursuant to Section 4.7 4.11 hereof. Provided that Callco CallCo has complied with the immediately preceding sentence, on and after the Redemption Date the rights of each holder of Exchangeable Shares will be limited to receiving such holder's proportionate part of the total Redemption Call Purchase Price in respect of each Exchangeable Share held by such holder, payable by Callco CallCo (which in case of unpaid dividends, if any, shall be satisfied by the payment thereof by ExchangeCo on the payment date for such dividends) upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder of the Lululemon shares of Parent Common Shares Stock to which it is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCA CBCA and the articles by-laws of Exchangeco ExchangeCo and such additional documents and instruments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco CallCo shall deliver to such holder, certificates representing the Lululemon shares of Parent Common Shares Stock to which the holder is entitled (which may be and on the applicable dividend payment date a cheque or cheques payable at par at any branch of the bankers of ExchangeCo in Canada in payment of the form remaining portion, if any, of certificates or in book-entry form through the direct registration system) total Redemption Call Purchase Price less any amounts withheld pursuant to Section 4.7 4.11 hereof. If Callco CallCo does not exercise the Redemption Call Right in the manner described above or if Callco exercises the Redemption Call Right but fails to complete such transaction in accordance with the requirements set out in this Section 5.2above, on the Redemption Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the redemption price otherwise payable by Exchangeco ExchangeCo in connection with the redemption of the Exchangeable Shares pursuant to Article 7 of the Exchangeable Share Provisions.
Appears in 1 contract
Samples: Combination Agreement and Agreement and Plan of Merger (Abitibi Consolidated Inc)
Callco Redemption Call Right. Callco shall have the rights contained in the Exchangeable Share Provisions, including, without limitation, the Retraction Call Right (as defined in the Exchangeable Share Provisions). In addition, Callco shall have the following rights in respect of the Exchangeable Shares:
(a1) Callco shall have the overriding right (the “Redemption Call Right”), notwithstanding the proposed redemption of the Exchangeable Shares by Exchangeco Corporation pursuant to Article 7 of the Exchangeable Share Provisions, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is an Affiliate of Lululemon) Holders on the Automatic Redemption Date all but not less than all of the Exchangeable Shares held by each such holder the Holders on payment by Callco to each holder the Holders of an amount per Exchangeable Share (the “Redemption Call Purchase Price”) equal to the Current Market Price of a Lululemon Common Exchangeable Share Consideration applicable on the last Business Day prior to the Automatic Redemption Date, which shall be satisfied in full by Callco delivering or causing to be delivered to such holder one Lululemon Common Sharethe Holders, plus the Dividend AmountExchangeable Share Consideration representing the Holders’ total Redemption Call Purchase Price. In the event of the exercise of the Redemption Call Right by Callco, each holder the Holders shall be obligated to sell all of the Exchangeable Shares held by the holder Holders to Callco on the Automatic Redemption Date on payment by Callco to the holder Holders of the Redemption Call Purchase Price for each such share, and Exchangeco less any amounts withheld pursuant to Section 3.5 hereof, and, provided Callco completes such purchase, Corporation shall have no obligation to redeem, or to pay any Dividend Amount in respect of, the Redemption Price for such shares so purchased by Callco.
(b2) To exercise the Redemption Call Right, Callco must notify Corporation and the Transfer Agent, as agent for the holders of Exchangeable Shares, and Exchangeco Holders of Callco’s intention to exercise such right at least 60 five (5) days before the Redemption Date, except in the case of a redemption occurring as a result of a Lululemon Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event, in which case Callco shall so notify the Transfer Agent and Exchangeco on or before the Automatic Redemption Date. The Transfer Agent Corporation will notify the holders of the Exchangeable Shares Holders as to whether or not Callco has exercised the Redemption Call Right forthwith after the expiry of the period during which the same may be exercised by Callco. If Callco exercises the Redemption Call Right, then on the Automatic Redemption Date Date, Callco will purchase purchase, and the holders Holders will sell sell, all of the Exchangeable Shares then outstanding held by the Holders for a price per share equal to the Redemption Call Purchase Price, which price shall be satisfied in the manner set forth in Section 3.2(1) hereof.
(c3) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the exercise of the Redemption Call Right, Callco shall deposit with deliver (or cause to be delivered) to the Transfer AgentHolders, on or before the Automatic Redemption Date, the aggregate number of Lululemon Common Shares deliverable by Callco (which delivery may be in the form of certificates or in book-entry form through the direct registration system) and a cheque or cheques of Callco payable upon presentation at any branch of the bankers of Callco representing the aggregate Dividend Amount in payment of the total Redemption Call Purchase Price, less any amounts withheld pursuant to Section 4.7 hereof. Provided that Callco has complied with the immediately preceding sentence, on and after the Redemption Date the rights of each holder of Exchangeable Shares will be limited to receiving the Redemption Call Purchase Price in respect of each Exchangeable Share held by such holder, payable by Callco Consideration upon presentation and surrender by the holder Holders of the certificate or certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed Holders, duly endorsed for all purposes to be the holder of the Lululemon Common Shares to which it is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Sharestransfer, together with such other documents and instruments Additional Transfer Documents as may be required to effect a transfer of Exchangeable Shares under the BCA and the articles of Exchangeco and such additional documents and instruments as the Transfer Agent Callco may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco shall deliver to such holder, the Lululemon Common Shares to which the holder is entitled (which may be in the form of certificates or in book-entry form through the direct registration system) less any amounts withheld pursuant to Section 4.7 hereof. If Callco does not exercise the Redemption Call Right in the manner and within the time period described above or if Callco exercises the Redemption Call Right but fails to complete such transaction in accordance with the requirements set out in this Section 5.2above, then on the Automatic Redemption Date the holders of Holders will have the Exchangeable Shares right to require PMG to pay the Redemption Price, provided, however, that if such right is not exercised by the Holders, the Holders will be entitled to receive in exchange therefor the redemption price otherwise payable by Exchangeco Corporation in connection with the redemption of the Exchangeable Shares pursuant to Article 7 of the Exchangeable Share Provisions.
Appears in 1 contract
Samples: Exchange and Support Agreement (Private Media Group Inc)
Callco Redemption Call Right. Callco shall have the In addition to Callco's rights contained in the Exchangeable Share Provisions, including, without limitation, including the Retraction Call Right (as defined in the Exchangeable Share Provisions). In addition, Callco shall have the following rights in respect of the Exchangeable Shares:
(a) Callco shall have the overriding right (the “"Redemption Call Right”"), in the event of and notwithstanding the proposed redemption of the Exchangeable Shares by Exchangeco Canco pursuant to Article 7 of the Exchangeable Share Provisions, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is an Affiliate affiliate of LululemonAcquiror) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder on upon payment by Callco to each such holder of an amount per the Exchangeable Share (the “Redemption Call Purchase Price”) equal to the Current Market Price of a Lululemon Common Share applicable on the last Business Day prior to the Redemption Date, which shall be satisfied Date (the "Redemption Call Purchase Price") in full by Callco causing to be delivered to such holder one Lululemon Common Share, plus the Dividend Amountaccordance with 5.2(c). In the event of the exercise of the Redemption Call Right by Callco, each holder of Exchangeable Shares shall be obligated to sell all the Exchangeable Shares held by the such holder to Callco on the Redemption Date on upon payment by Callco to the such holder of the Redemption Call Purchase Price for each such shareExchangeable Share, and Exchangeco whereupon Canco shall have no obligation to redeem, or to pay any Dividend Amount the Redemption Price in respect of, such shares so purchased by Callco.
(b) To exercise the Redemption Call Right, Callco must notify the Transfer Agent, as agent for the holders of Exchangeable Shares, and Exchangeco Agent of Callco’s 's intention to exercise such right at least 60 days before the Redemption Date, except in the case of a redemption occurring as a result of a Lululemon an Acquiror Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting EventEvent (each as defined in the Exchangeable Share Provisions), in which case Callco shall so notify the Transfer Agent and Exchangeco Canco on or before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not Callco has exercised the Redemption Call Right forthwith after the expiry of the period during which the same may be exercised by Callco. If Callco exercises the Redemption Call Right, then, on the Redemption Date Date, Callco will purchase and the holders of Exchangeable Shares will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Redemption Call Purchase Price.
(c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Redemption Call Right, Callco shall deposit with the Transfer Agent, on or before the Redemption Date, the aggregate number of Lululemon Common Shares deliverable by Callco (which delivery may be in the form of certificates or in book-entry form through the direct registration system) and a cheque or cheques of Callco payable upon presentation at any branch of the bankers of Callco representing the aggregate Dividend Amount in payment of the total Redemption Call Purchase Price, less any amounts withheld pursuant to Section 4.7 hereof. Provided that Callco has complied with the immediately preceding sentence, on and after the Redemption Date the rights of each holder of Exchangeable Shares will be limited to receiving the Redemption Call Purchase Price in respect of each Exchangeable Share held by such holder, payable by Callco upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder of the Lululemon Common Shares to which it is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCA Act and the articles by-laws of Exchangeco Canco and such additional documents and instruments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco shall deliver to such holder, the Lululemon Common Shares Exchangeable Share Consideration to which the such holder is entitled (which may be in the form of certificates or in book-entry form through the direct registration system) less any amounts withheld pursuant to Section 4.7 hereofentitled. If Callco does not exercise the Redemption Call Right in the manner described above or if Callco exercises the Redemption Call Right but fails to complete such transaction in accordance with the requirements set out in this Section 5.2above, on the Redemption Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the redemption price Redemption Price otherwise payable by Exchangeco Canco in connection with the redemption of the Exchangeable Shares pursuant to Article 7 of the Exchangeable Share Provisions.
Appears in 1 contract
Callco Redemption Call Right. Callco shall have the rights contained in the Exchangeable Share Provisions, including, without limitation, the Retraction Call Right (as defined in the Exchangeable Share Provisions). In addition, Callco shall have the following rights in respect of the Exchangeable Shares:
(a1) Callco CallCo shall have the overriding right (the “Redemption Call Right”"REDEMPTION CALL RIGHT"), notwithstanding the proposed redemption of the Exchangeable Shares by Exchangeco the Company pursuant to Article 7 of the Exchangeable Share Provisions, to purchase from all all, but not less than all all, of the holders of Exchangeable Shares on the Automatic Redemption Date (other than ParentCo or any holder of Exchangeable Shares which is an Affiliate of LululemonSubsidiary thereof) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder on payment delivery by Callco CallCo to each the holder of an amount per the Exchangeable Share (the “Redemption Call Purchase Price”) equal to the Current Market Price of a Lululemon Common Share applicable on the last Business Day prior to the Automatic Redemption DateDate (the "REDEMPTION CALL PURCHASE PRICE"), which as provided in this Section 3.2, shall be fully paid and satisfied in full by Callco causing to be delivered to such holder one Lululemon Common Share, plus the Dividend Amountdelivery by or on behalf of CallCo of the Exchangeable Share Consideration representing the Redemption Call Purchase Price. In the event of the exercise of the Redemption Call Right by CallcoCallCo, each holder shall be obligated to sell all the Exchangeable Shares held by the holder to Callco CallCo on the Automatic Redemption Date on payment delivery by Callco CallCo to the holder of the Exchangeable Share Consideration representing the Redemption Call Purchase Price for each such share, and Exchangeco shall have no obligation to redeem, or to pay any Dividend Amount in respect of, such shares so purchased by Callco.
(b) To exercise the Redemption Call Right, Callco must notify the Transfer Agent, as agent for the holders of Exchangeable Shares, and Exchangeco of Callco’s intention to exercise such right at least 60 days before the Redemption Date, except in the case of a redemption occurring as a result of a Lululemon Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event, in which case Callco shall so notify the Transfer Agent and Exchangeco on or before the Redemption Date. The Transfer Agent will notify the holders In connection with payment of the Exchangeable Shares as to whether or not Callco has exercised the Redemption Call Right forthwith after the expiry of the period during which the same may be exercised by Callco. If Callco exercises the Redemption Call Right, on the Redemption Date Callco will purchase and the holders will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Redemption Call Purchase Price.
(c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Redemption Call Right, Callco shall deposit with the Transfer Agent, on or before the Redemption Date, the aggregate number of Lululemon Common Shares deliverable by Callco (which delivery may be in the form of certificates or in book-entry form through the direct registration system) and a cheque or cheques of Callco payable upon presentation at any branch of the bankers of Callco Share Consideration representing the aggregate Dividend Amount in payment of the total Redemption Call Purchase Price, less CallCo shall be entitled to withhold, sell or dispose of that number of the ParentCo Common Stock otherwise deliverable to the particular holder of Exchangeable Shares in order to satisfy any amounts withheld pursuant to Section 4.7 hereof. Provided that Callco has complied with the immediately preceding sentence, on statutory withholding obligation.
(3) On and after the Automatic Redemption Date the rights of each holder of Exchangeable Shares will be limited to receiving such holder's proportionate share of the Exchangeable Share Consideration representing the total Redemption Call Purchase Price in respect of each Exchangeable Share held by such holder, payable by Callco CallCo upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Automatic Redemption Date be considered and deemed for all purposes to be the holder of such holder's proportionate share of such Exchangeable Share Consideration and unless and until such Exchangeable Share Consideration is so received the Lululemon Common holders shall continue to be treated as holders of the Exchangeable Shares to which it is entitledfor all purposes. Upon surrender to the Transfer Agent Company of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCA Act and the articles constating documents of Exchangeco the Company and such additional documents and instruments as the Transfer Agent Company may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco Company shall deliver to such holder, the Lululemon Common Shares Exchangeable Share Consideration to which the holder is entitled (which may be in the form of certificates or in book-entry form through the direct registration system) less any amounts withheld pursuant to Section 4.7 hereofentitled. If Callco CallCo does not exercise the Redemption Call Right in the manner described above or if Callco exercises the Redemption Call Right but fails to complete such transaction in accordance with the requirements set out in this Section 5.2above, on the Automatic Redemption Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the redemption price Exchangeable Share Consideration representing the Redemption Price otherwise payable by Exchangeco the Company in connection with the redemption of the Exchangeable Shares pursuant to Article 7 of the Exchangeable Share Provisions.
Appears in 1 contract
Callco Redemption Call Right. Callco shall have the rights contained in the Exchangeable Share Provisions, including, without limitation, the Retraction Call Right (as defined in the Exchangeable Share Provisions). In addition, Callco shall have the following rights in respect of the Exchangeable Shares:
(a1) Callco shall have the overriding right (the “"Redemption Call Right”"), notwithstanding the proposed redemption of the Exchangeable Shares by Exchangeco the Corporation pursuant to Article 7 of the Exchangeable Share Provisions, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is an Affiliate of Lululemon) Holders on the Automatic Redemption Date all but not less than all of the Exchangeable Shares held by each such holder the Holders on payment by Callco to each holder the Holders of an amount per Exchangeable Share (the “"Redemption Call Purchase Price”") equal to the Current Market Price of a Lululemon Common Exchangeable Share Consideration applicable on the last Business Day prior to the Automatic Redemption Date, which shall be satisfied in full by Callco delivering or causing to be delivered to such holder one Lululemon Common Sharethe Holders, plus the Dividend AmountExchangeable Share Consideration, less any amounts withheld pursuant to Section 3.4 hereof. In the event of the exercise of the Redemption Call Right by Callco, each holder Holder shall be obligated to sell all of the Exchangeable Shares held by the holder such Holder to Callco on the Automatic Redemption Date on payment by Callco to the holder such Holder of the Redemption Call Purchase Price for each such share, less any amounts withheld pursuant to Section 3.4 hereof, and Exchangeco the Corporation shall have no obligation to redeem, or to pay any Dividend Amount in respect of, redeem such shares so purchased by Callco.
(b2) To exercise the Redemption Call Right, Callco must notify the Transfer Agent, as agent for Corporation and the holders of Exchangeable Shares, and Exchangeco Holders of Callco’s 's intention to exercise such right at least 60 days before the Redemption Date, except in the case of a redemption occurring as a result of a Lululemon Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event, in which case Callco shall so notify the Transfer Agent and Exchangeco on or before the Automatic Redemption Date. The Transfer Agent Corporation will notify the holders of the Exchangeable Shares Holders as to whether or not Callco has exercised the Redemption Call Right forthwith after the expiry of the period during which the same may be exercised by Callco. If Callco exercises the Redemption Call Right, then on the Automatic Redemption Date Callco will purchase purchase, and the holders each Holder will sell sell, all of the Exchangeable Shares then outstanding held by such Holder for a price per share equal to the Redemption Call Purchase Price, which price shall be satisfied in the manner set forth in Section 3.2(1) hereof.
(c3) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the exercise of the Redemption Call Right, Callco shall deposit with the Transfer Agentdeliver to each Holder, on or before the Automatic Redemption Date, the aggregate number of Lululemon Common Shares deliverable by Callco (which delivery may be in the form of certificates or in book-entry form through the direct registration system) and a cheque or cheques of Callco payable upon presentation at any branch of the bankers of Callco representing the aggregate Dividend Amount in payment of the total Redemption Call Purchase PriceExchangeable Share Consideration, less any amounts withheld pursuant to Section 4.7 3.4 hereof. Provided that Callco has complied with the immediately preceding sentence, on and after the Redemption Date the rights of each holder of Exchangeable Shares will be limited to receiving the Redemption Call Purchase Price in respect of each Exchangeable Share held by such holder, payable by Callco upon presentation and surrender by the holder such Holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed Holder, duly endorsed for all purposes to be the holder of the Lululemon Common Shares to which it is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Sharestransfer, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCA Act and the articles constating documents of Exchangeco the Corporation and such additional documents and instruments as the Transfer Agent Callco may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco shall deliver to such holder, the Lululemon Common Shares to which the holder is entitled (which may be in the form of certificates or in book-entry form through the direct registration system) less any amounts withheld pursuant to Section 4.7 hereof. If Callco does not exercise the Redemption Call Right in the manner described above or if Callco exercises the Redemption Call Right but fails to complete such transaction in accordance and with the requirements set out in this Section 5.2delay described above, then on the Automatic Redemption Date the holders of the Exchangeable Shares Holders will be entitled to receive in exchange therefor the redemption price otherwise payable by Exchangeco the Corporation in connection with the redemption of the Exchangeable Shares pursuant to Article 7 of the Exchangeable Share Provisions.
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Samples: Exchange and Support Agreement (Sun Microsystems Inc)