Dissent Procedures. (a) Holders of Primero Shares may exercise Dissent Procedures with respect to Primero Shares in connection with the Arrangement, provided that, notwithstanding the Dissent Procedures, the written objection to the special resolution to approve the Arrangement contemplated by Section 242 of the BCBCA must be sent to Primero by holders who wish to dissent at least two days before the Primero Meeting or any date to which the Primero Meeting may be postponed or adjourned.
(b) Holders of Primero Shares who duly exercise Dissent Rights with respect to their Primero Shares (“Dissenting Shares”) and who:
(i) are ultimately entitled to be paid by Primero (using funds held by Primero at the Effective Time) the fair value for their Dissenting Shares will be deemed to have transferred their Dissenting Shares to Primero free and clear of all encumbrances immediately before the Effective Date; or
(ii) for any reason are ultimately not entitled to be paid by Primero for their Dissenting Shares, will be deemed to have participated in the Arrangement on the same basis as a non-dissenting Primero Shareholder and will receive Northgate Shares on the same basis as every other non-dissenting Primero Shareholder; but in no case will Primero or Northgate be required to recognize such persons as holding Primero Shares on or after the Effective Date.
(c) If a Primero Shareholder exercises the Dissent Right, Northgate will on the Effective Date set aside a number of Northgate Shares which is attributable under the Arrangement to the Primero Shares for which Dissent Rights have been exercised. If the dissenting Primero Shareholder is ultimately not entitled to be paid by Primero for their Dissenting Shares, they will be deemed to have participated in the Arrangement on the same basis as the non-dissenting Primero Shareholders and Northgate will distribute to such Primero Shareholder the Northgate Shares that the Primero Shareholder is entitled to receive pursuant to the terms of the Arrangement. If a Primero Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid by Primero for their Dissenting Shares, Primero will pay the amount to be paid in respect of the Dissenting Shares.
Dissent Procedures. Holders of Northern Orion Common Shares may exercise Dissent Procedures with respect to Northern Orion Common Shares in connection with the Arrangement, provided that, notwithstanding the Dissent Procedures, the written objection to the special resolution to approve the Arrangement contemplated by section 242 of the BCBCA must be sent to Northern Orion by holders who wish to dissent at least two days before the Northern Orion Meeting or any date to which the Northern Orion Meeting may be postponed or adjourned and provided further that holders who exercise such rights of dissent and who:
(a) are ultimately entitled to be paid fair value for their Northern Orion Common Shares, which fair value shall be the fair value of such shares immediately before the passing by the holders of the Northern Orion Common Shares of the resolution approving the Arrangement, shall be paid an amount equal to such fair value by Yamana; and
(b) are ultimately not entitled, for any reason, to be paid fair value for their Northern Orion Common Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Northern Orion Common Shares and shall be entitled to receive only the consideration contemplated in subsection 3.1(a) hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Procedures, but further provided that in no case shall Yamana, Yamana Subco, Northern Orion, Amalco or any other person be required to recognize holders of Northern Orion Common Shares who exercise Dissent Procedures as holders of Northern Orion Common Shares after the time that is immediately prior to the Effective Time, and the names of such holders of Northern Orion Common Shares who exercise Dissent Procedures shall be deleted from the central securities register as holders of Northern Orion Common Shares at the Effective Time.
Dissent Procedures. A registered LVL Shareholder who wishes to exercise the registered LVL Shareholder’s Dissent Right must:
(a) do so in respect of all LVL Common Shares registered in the name of the registered LVL Shareholder;
(b) comply with sections 242 and 244 of the BCBCA, as modified below; and
(c) deliver a written notice of dissent to the office of LVL at Xxxxx 0000 - 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, X.X., X0X 0X0, at least two Business Days before the day of the Meeting or any adjournment thereof, (the “Dissent Procedures”).
Dissent Procedures. A registered Entrée Shareholder who wishes to exercise the registered Entrée Shareholder’s Dissent Right must
(a) do so in respect of all shares registered in the name of the registered Entrée Shareholder,
(b) comply with sections 242 and 244 of the BCBCA, as modified below, and
(c) deliver a written notice of dissent to the office of Entrée at 1201, 1166 Alberni Street, Vancouver, British Columbia, at least two Business Days before the day of the Meeting or any adjournment thereof (the “Dissent Procedures”).
Dissent Procedures. Anacott Shareholder who wishes to exercise the registered Anacott Shareholder's Dissent Right must:
Dissent Procedures. (a) Holders of Primero Shares may exercise Dissent Procedures with respect to Primero Shares in connection with the Arrangement, provided that, notwithstanding the Dissent Procedures, the written objection to the special resolution to approve the Arrangement contemplated by Section 242 of the BCBCA must be sent to Primero by holders who wish to dissent at least two days before the Primero Meeting or any date to which the Primero Meeting may be postponed or adjourned.
Dissent Procedures. Shareholder who wishes to exercise his or her Right of Dissent must give written notice of his or her dissent (a "NOTICE OF DISSENT") to Verb by depositing such Notice of Dissent with Verb, or mailing it to Verb by registered mail, at its registered and records office at 1600 - 609 Granville Street, Vancouvex, Xxxxxxx Xxxxxxxx, X0X 0X0, xxxxxx xx xxx xxxxxxxxx xx Xeff Durno, or by personally serving it on any director or officer of Verb, in all cases not later than 48 hours before the Verb Meeting. To be valid, a Notice of Dissent must:
Dissent Procedures. Nayarit Stockholders may exercise rights of dissent with respect to Nayarit Common Shares in connection with the Amalgamation pursuant to and in the manner set forth in Section 185 of the OBCA (“Nayarit Dissent Rights”). A Nayarit Stockholder who duly exercises such Nayarit Dissent Rights (including sending a notice of dissent to Nayarit) (“Nayarit Dissenting Stockholders”) ceases to have any rights as a holder of Nayarit Common Shares other than the right to be paid the fair value of such holder’s Nayarit Common Shares pursuant to Section 185 of the OBCA. In any case where a Nayarit Dissenting Stockholder withdraws the notice of dissent in accordance with Section 185 of the OBCA or is ultimately determined not to be entitled, for any reason, to be paid fair value for their Nayarit Common Shares, such holder shall be deemed to have participated in the Amalgamation as of the Effective Time on the same basis as non-Nayarit Dissenting Stockholders. In no case shall Parent, Nayarit, Merger Sub or the Surviving Company or any other Person be required to recognize Nayarit Dissenting Stockholders as holders of Nayarit Common Shares after the Effective Time, and the names of such Dissenting Nayarit Stockholders shall be deleted from the register of holders of Nayarit Common Shares at the Effective Time.
Dissent Procedures. Holders of Linear Shares may exercise Dissent Procedures with respect to Linear Shares in connection with the Arrangement, provided that, notwithstanding the Dissent Procedures, the written objection to the special resolution to approve the Arrangement contemplated by Section 191 of the ABCA must be received by Linear no later than 5:00 p.m. (Toronto time) on the Business Day immediately prior to the date of the Linear Meeting or any date to which the Linear Meeting may be postponed or adjourned and provided further that holders who exercise such rights of dissent and who:
(a) are ultimately entitled to be paid fair value for their Linear Shares, which fair value shall be determined as of the close of business on the day before the Final Order becomes effective, shall be paid an amount equal to such fair value by Apollo; and
(b) are ultimately not entitled, for any reason, to be paid fair value for their Linear Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Linear Shares and shall be entitled to receive only the consideration contemplated in subsection 3.01(d) hereof which such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Procedures, but further provided that in no case shall Apollo, Apollo Subco, Linear or any other person be required to recognize Dissenting Shareholders as holders of Linear Shares after the Effective Time, and the names of such Dissenting Shareholders shall be deleted from the register of holders of Linear Shares at the Effective Time.
Dissent Procedures. Holders of Merus Shares and Envoy Shares may exercise a right of dissent in connection with the Arrangement in accordance with the Dissent Procedures provided that, notwithstanding the provisions of subsection 238 of the BCBCA and subsection 185 of the OBCA, the written objection to the special resolution to approve the Arrangement contemplated by subsection 242 of the BCBCA is received by Merus or Envoy, as applicable, not later than 5:00 p.m. (Vancouver time) two Business Days prior to the date of the Meetings and provided further that holders who exercise such right of dissent and who:
(a) are ultimately entitled to be paid fair value for their either their Merus Shares or Envoy Shares, shall be deemed to have transferred such shares to Amalco for cancellation at the Effective Time; or
(b) are ultimately not entitled, for any reason, to be paid fair value for their Merus Shares or Envoy Shares shall be deemed to have participated in the Arrangement on the basis set forth in Section 3.1 hereof, but further provided that in no case shall Merus, Envoy or any other Person be required to recognize Dissenting Shareholders as holders of Amalco Shares after the Effective Time and the names of such Dissenting Shareholders shall be deleted from the register of holders of Amalco Shares at the Effective Time.
