Consideration Elections. With respect to the exchange of securities effected pursuant to Section 2.2(e): (a) SRx Shareholders who are Eligible Holders may elect to (i) receive in respect of any or all of their SRx Shares, the Exchangeable Share Consideration, and (ii) receive in respect of the balance of their SRx Shares, if any, the Parent Share Consideration; (b) the election provided for in Section 2.3(a) shall be made by an SRx Shareholder depositing with the Depositary, prior to the Election Deadline, a duly completed Letter of Transmittal and Election Form indicating such SRx Shareholder’s election, together with certificates representing such holder’s SRx Shares, if any; (c) any SRx Shareholder who does not deposit with the Depositary a duly completed Letter of Transmittal and Election Form prior to the Election Deadline, or otherwise fails to comply with the requirements of Section 2.3(b) and the Letter of Transmittal and Election Form in respect of any such SRx Shareholder’s SRx Shares (including SRx Shareholders who duly exercise Dissent Rights but are ultimately not entitled, for any reason, to be paid fair value for their SRx Shares in respect of which they have exercised Dissent Rights), shall be deemed to have elected to receive the Parent Share Consideration; (d) Letters of Transmittal and Election Forms must be received by the Depositary on or before the Election Deadline; and (e) any Letter of Transmittal and Election Form, once deposited with the Depositary, shall be irrevocable and may not be withdrawn by an SRx Shareholder.
Appears in 2 contracts
Samples: Voting Agreement (Better Choice Co Inc.), Arrangement Agreement (Better Choice Co Inc.)
Consideration Elections. With respect to the exchange of securities effected pursuant to Section 2.2(eSections 2.2(b) and 2.2(f):
(a) SRx Meta Shareholders who are Eligible Holders may elect to (i) receive in respect of any or all of their SRx Meta Shares, the Exchangeable Share Consideration, Consideration and (ii) receive in respect of the balance of their SRx Meta Shares, if any, the Parent RTO Acquiror Share Consideration;
(b) the election provided for in Section 2.3(a) shall be made by an SRx a Meta Shareholder depositing with the Depositary, prior to the Election Deadline, a duly completed Letter of Transmittal and Election Form indicating such SRx Meta Shareholder’s election, together with certificates representing such holder’s SRx Meta Shares, if any;
(c) any SRx Meta Shareholder who does not deposit with the Depositary a duly completed Letter of Transmittal and Election Form prior to the Election Deadline, or otherwise fails to comply with the requirements of Section 2.3(b) and the Letter of Transmittal and Election Form in respect of any such SRx Meta Shareholder’s SRx Shares (including SRx Shareholders who duly exercise Dissent Rights but are ultimately not entitled, for any reason, to be paid fair value for their SRx Shares in respect of which they have exercised Dissent Rights)Meta Shares, shall be deemed to have elected to receive the Parent RTO Acquiror Share Consideration;
(d) Letters of Transmittal and Election Forms must be received by the Depositary on or before the Election Deadline; and
(ed) any Letter of Transmittal and Election Form, once deposited with the Depositary, shall be irrevocable and may not be withdrawn by an SRx a Meta Shareholder.
Appears in 2 contracts
Samples: Arrangement Agreement, Arrangement Agreement
Consideration Elections. With respect to the exchange of securities effected pursuant to Section 2.2(eSections 2.2(b) and 2.2(c):
(a) SRx Meta Shareholders who are Eligible Holders may elect to (i) receive in respect of any or all of their SRx Meta Shares, the Exchangeable Share Consideration, Consideration and (ii) receive in respect of the balance of their SRx Meta Shares, if any, the Parent RTO Acquiror Share Consideration;
(b) the election provided for in Section 2.3(a) shall be made by an SRx a Meta Shareholder depositing with the Depositary, prior to the Election Deadline, a duly completed Letter of Transmittal and Election Form indicating such SRx Meta Shareholder’s election, together with certificates representing such holder’s SRx Meta Shares, if any;
(c) any SRx Meta Shareholder who does not deposit with the Depositary a duly completed Letter of Transmittal and Election Form prior to the Election Deadline, or otherwise fails to comply with the requirements of Section 2.3(b) and the Letter of Transmittal and Election Form in respect of any such SRx Meta Shareholder’s SRx Shares (including SRx Shareholders who duly exercise Dissent Rights but are ultimately not entitled, for any reason, to be paid fair value for their SRx Shares in respect of which they have exercised Dissent Rights)Meta Shares, shall be deemed to have elected to receive the Parent RTO Acquiror Share Consideration;
(d) Letters of Transmittal and Election Forms must be received by the Depositary on or before the Election Deadline; and
(ed) any Letter of Transmittal and Election Form, once deposited with the Depositary, shall be irrevocable and may not be withdrawn by an SRx a Meta Shareholder.
Appears in 1 contract
Samples: Arrangement Agreement (Torchlight Energy Resources Inc)