Canadian Holders. To the Knowledge of the Company, securityholders in Canada beneficially own less than 10% of the outstanding Shares.
Canadian Holders. For the purposes of this Agreement a NOV Option, NOV RSA or NOV PSA, as applicable, is held by a “Canadian Holder” if such NOV Option, NOV RSA or NOV PSA is held by a Person who is a resident of Canada for the purposes of Canada Tax Act or by a Person who was granted such NOV Option, NOV RSA or NOV PSA in respect of, in the course of, or by virtue of employment in Canada. In respect of any NOV Option, NOV RSA or NOV PSA held by a Canadian Holder, notwithstanding the other provisions of Sections 4.1, 4.2 or 4.3, as applicable, the following rules apply:
Canadian Holders. Canadian Holders should note that the Acquisition relates to the securities of a UK company listed on the Main Market of the London Stock Exchange, is subject to UK disclosure requirements and practices (which are different from those applicable in Canada) and is proposed to be implemented under a scheme of arrangement under English company law. A transaction effected by means of a scheme of arrangement is not subject to the provisions of Canadian provincial securities laws applicable to take-over bids. Accordingly, the Scheme will be subject to UK disclosure requirements and practices, which are different from the disclosure requirements of Canadian provincial securities laws applicable to take-over bids. The financial information included in this Announcement and the Scheme Document has been or will have been prepared in accordance with IFRS and thus may not be comparable to financial information of Canadian companies or companies whose financial statements are not prepared in accordance with IFRS. If SNC-Lavalin exercises its right to implement the acquisition of the Atkins Shares by way of an Offer, any such Offer made in Canada will be made in compliance with (or pursuant to available exemptions from) the applicable requirements of Canadian provincial securities laws. Such a takeover offer would be made by SNC-Lavalin (or by a wholly-owned subsidiary of SNC-Lavalin) and
Canadian Holders. So long as the Company may list its Shares on a stock exchange in Canada and maintain a co-transfer agent in Canada, in the case of Holders who are registered on the books of the Depositary with an address in Canada (“Canadian Holders”) and who have not filed the election referred to below, references in this Article IV to “U.S. dollars” shall mean and be deemed to refer to Canadian dollars, references to “transferred to the United States” shall mean and be deemed to refer to “transferred to Canada”, references to “transferable to the United States” shall mean and be deemed to refer to “transferable to Canada” and references to “bank in the United States” shall mean and be deemed to refer to “bank in Canada”. Canadian Holders may file with the Depositary an election, in form and substance satisfactory to the Depositary, stating that they wish to receive any cash dividends or other cash distributions in U.S. dollars, provided that in order to take effect with respect to any distribution such election must be duly completed and received by the Depositary not less than 30 days before the record date for such distribution.
Canadian Holders. The Company hereby grants to each Person who is a resident of Canada and who acquires Exchange Notes pursuant to an Exchange Offer a contractual right of action for damages or rescission with respect to the Prospectus relating to such Exchange Notes equivalent to the rights of action for damages or rescission which would be provided to such Person pursuant to Ontario Securities Commission Rule 45-501 if such Prospectus were an offering memorandum delivered to such Person in connection with a distribution in reliance upon the "accredited investor" prospectus exemption contained in Section 2.3 of Ontario Securities Commission Rule 45-501.
