Dissent Rights. (a) Each registered Levon Securityholder may exercise rights of dissent (“Dissent Rights”) with respect to the Levon Securities held by it pursuant to and in the manner set forth in the Interim Order. Dissenting Levon Securityholders who: (i) are ultimately entitled to be paid by Levon the fair value for their Dissent Securities shall be deemed to have (a) transferred such Dissent Shares (free of any Liens) to Levon for cancellation in accordance with Section 3(a)(iii) or (b) has their Dissent Options cancelled pursuant to Section 3(a)(i), as applicable; or (ii) are ultimately not entitled, for any reason, to be paid by Levon fair value for their Dissent Securities in respect of which they dissent, shall be deemed to have participated in the Arrangement in respect of (a) those Levon Shares on the same basis as a non-dissenting Levon Shareholder and shall be entitled to receive only the New Levon Shares and Spinco Shares that such non-dissenting Levon Shareholders are entitled to receive, on the basis set forth in Section 3(a)(iii)(A) or (b) has their Dissent Options cancelled pursuant to Section 3(a)(i), as applicable. (b) In no event shall Levon or Spinco or any other Person be required to recognize a Dissenting Levon Securityholder as a registered or beneficial owner of Levon Securities at or after the Effective Time, and at the Effective Time the names of such Dissenting Levon Shareholders shall be deleted from the central securities register of Levon as at the Effective Time. (c) For greater certainty, in addition to any other restrictions in the Interim Order, no Person shall be entitled to exercise Dissent Rights with respect to Levon Securities in respect of which such Person voted in favour of the Arrangement.
Appears in 2 contracts
Samples: Arrangement Agreement (Levon Resources Ltd.), Arrangement Agreement
Dissent Rights. (a) Each registered Levon Securityholder Shareholders may exercise rights of dissent (“Dissent Rights”) with respect to the Levon Securities held by it their Shares pursuant to and in the manner set forth in Section 190 of the CBCA as modified by this Section 5.1 in connection with the Arrangement, as the same may be modified by the Interim Order. Dissenting Levon Securityholders who:
Order or the Final Order (the “Dissent Rights”), provided that, (i) notwithstanding Subsection 190(5) of the CBCA, the written objection to the Arrangement Resolution referred to in Subsection 190(5) of the CBCA must be received by 724 Solutions not later than 5:00 p.m. (Toronto time) on the Business Day preceding the Meeting; and (ii) notwithstanding Section 190 of the CBCA, Holdings, and not 724 Solutions, shall be required to offer to pay fair value for Shares held by Holders who duly exercise Dissent Rights, and to pay the amount to which such Holders may be ultimately entitled. Holders who duly exercise Dissent Rights and who are ultimately entitled to be paid by Levon the fair value for their Dissent Securities Shares, shall be deemed to have (atransferred their Shares, contemporaneously with the transfer of Shares pursuant to Section 3.1(c) transferred by other Shareholders, without any further authorization, act or formality and free and clear of all Encumbrances, to Holdings in consideration of a payment from Holdings equal to such Dissent Shares (free of any Liens) to Levon for cancellation in accordance with Section 3(a)(iii) or fair value at the Effective Time.
(b) has Shareholders who exercise, or purport to exercise, Dissent Rights, and who withdraw their Dissent Options cancelled pursuant dissent to Section 3(a)(i), as applicable; or
(ii) the Arrangement or who are ultimately determined not to be entitled, for any reason, to be paid by Levon fair value for their Dissent Securities in respect of which they dissentShares, shall be deemed to have participated in the Arrangement in respect of (a) those Levon Shares on the same basis as a any non-dissenting Levon Shareholder as at and from the Effective Time and shall be entitled to receive only the New Levon Shares and Spinco Shares that such non-dissenting Levon Shareholders are entitled to receive, cash on the basis set forth in Section 3(a)(iii)(A) or (b) has their Dissent Options cancelled pursuant to Section 3(a)(i), as applicable.
(b) In no event shall Levon or Spinco or any other Person be required to recognize a Dissenting Levon Securityholder as a registered or beneficial owner of Levon Securities at or after the Effective Time, and at the Effective Time the names of such Dissenting Levon Shareholders shall be deleted from the central securities register of Levon as at the Effective TimeArticle 3.
(c) For greater certainty, in addition to any other restrictions in the Interim Order, no Person shall be entitled to Shareholders who exercise Dissent Rights rights of dissent with respect to Levon Securities their Shares pursuant to and in respect of which such Person voted the manner set forth in favour Section 190 of the ArrangementCBCA in connection with the Continuance Resolution (in the event that the Continuance becomes effective) (the “Continuance Dissent Rights”) (i) will be deemed not to have participated in the Continuance or the Arrangement and (ii) will cease to have any rights as a Holder of Shares other than the right to be paid the fair value for such Shares by 724 Solutions in accordance with Section 190 of the CBCA.
(d) Shareholders who exercise, or purport to exercise, Continuance Dissent Rights, and who withdraw their dissent to the Continuance or who are ultimately determined not to be entitled, for any reason, to be paid fair value for their Shares, shall be deemed to have participated in the Continuance and the Arrangement on the same basis as any non-dissenting Shareholder as at and from the Effective Time and shall be considered a Qualifying Shareholder for purposes of Section 3.1(c).
Appears in 2 contracts
Samples: Arrangement Agreement (Austin Ventures Vi L P), Arrangement Agreement (724 Solutions Inc)
Dissent Rights. (a) Each registered Levon Securityholder Registered Cannus Shareholders may exercise rights of dissent (“Dissent Rights”) with respect to from the Levon Securities held by it Amalgamation pursuant to and in the manner set forth in under section 190 of the Interim Order. Dissenting Levon Securityholders CBCA, provided that holders who exercise such rights of dissent and who:
(ia) are ultimately entitled to be paid by Levon the fair value for their Dissent Securities Cannus Shares, which fair value shall be deemed the fair value of such shares as at the close of business on the day prior to have (a) transferred the Cannus Meeting, shall be paid an amount equal to such Dissent Shares (free of any Liens) to Levon for cancellation in accordance with Section 3(a)(iii) or fair value by Amalco; and
(b) has their Dissent Options cancelled pursuant to Section 3(a)(i), as applicable; or
(ii) are ultimately not entitled, for any reason, to be paid by Levon fair value for their Dissent Securities in respect of which they dissentCannus Shares, shall be deemed to have participated in the Arrangement in respect Amalgamation, as of (a) those Levon Shares the Effective Time, on the same basis as a non-dissenting Levon Shareholder holder of Cannus Shares and shall be entitled to receive only the New Levon Shares and Spinco Shares consideration contemplated in subsection 1.2(g) hereof that such non-dissenting Levon Shareholders are entitled to receive, on the basis set forth in Section 3(a)(iii)(A) or (b) has their Dissent Options cancelled holder would have received pursuant to Section 3(a)(i)the Amalgamation if such holder had not exercised Dissent Rights; but in no case shall CIVC, CIVC Subco, Cannus or any other Person be required to recognize holders of Cannus Shares who exercise Dissent Rights as applicable.
(b) holders of Cannus Shares after the time that is immediately prior to the Effective Time, and the names of such holders of Cannus Shares who exercise Dissent Rights shall be deleted from the register of Cannus Shareholders at the Effective Time. In no event circumstances shall Levon or Spinco CIVC, CIVC Subco, Cannus or any other Person be required to recognize a Dissenting Levon Securityholder as Person exercising Dissent Rights unless such Person is a registered or beneficial owner holder of Levon Securities at or after the Effective Time, and at the Effective Time the names Cannus Shares in respect of which such Dissenting Levon Shareholders shall Dissent Rights are sought to be deleted from the central securities register exercised. A registered holder of Levon as at the Effective Time.
(c) For greater certainty, in addition to any other restrictions in the Interim Order, no Person shall be Cannus Shares is not entitled to exercise Dissent Rights with respect to Levon Securities in respect Cannus Shares if such holder votes (or instructs, or is deemed, by submission of which such Person voted any incomplete proxy, to have instructed his, her or its proxyholder to vote) in favour of the Arrangementresolution approving the Amalgamation at the Cannus Meeting.
Appears in 2 contracts
Samples: Business Combination Agreement, Business Combination Agreement
Dissent Rights. (a) Each registered Levon Securityholder 5.1 A holder of Bralorne Shares may exercise rights of dissent (“Dissent Rights”) with respect to the Levon Securities held by it pursuant to and conferred in the manner set forth out in Division 2, Part 8 of the Interim OrderBCA (the "Dissent Rights"), provided that, notwithstanding subsection 242(1)(a) of the BCA, the written notice of dissent referred to in subsection 242(1)(a) of the BCA must be received by Bralorne not later than 5:00 p.m. (Pacific Time) on the last business day preceding the Meeting Date. Dissenting Levon Securityholders whoWithout limiting the generality of the foregoing, holders who duly exercise such rights of dissent and who are:
(ia) are ultimately entitled to be paid by Levon the fair value for their Dissent Securities Bralorne Shares shall be paid by Bralorne and shall be deemed to have (a) transferred such Dissent had their Bralorne Shares (free of any Liens) to Levon for cancellation in accordance with Section 3(a)(iii) or (b) has their Dissent Options cancelled pursuant to Section 3(a)(i), as applicableon the Effective Date; or
(iib) ultimately are ultimately not entitled, for any reason, entitled to be paid by Levon their fair value for any reason for their Dissent Securities in respect of which they dissent, Bralorne Shares shall be deemed to have participated in the Arrangement in respect of (a) those Levon Shares on the same basis as a non-dissenting Levon Shareholder holders of Bralorne Shares and shall be entitled to receive only the New Levon Xxxxx Common Shares and Spinco Shares that such non-dissenting Levon Shareholders are entitled to receive, on the basis set forth determined in accordance with Section 3(a)(iii)(A) or (b) has their Dissent Options cancelled pursuant to Section 3(a)(i), as applicable.3.1 of this Plan of Arrangement;
(bc) In but in no event shall Levon case will Bralorne or Spinco Xxxxx, or any other Person person, including the Transfer Agent, be required to recognize a any Dissenting Levon Securityholder Shareholder as a registered or beneficial owner holder of Levon Securities at or Bralorne Shares after the Effective Time, and at the Effective Time the names of such each Dissenting Levon Shareholders shall Shareholder will be deleted removed from the central securities register of Levon as Bralorne at the Effective Time.
(c) . For greater certainty, and in addition to any other restrictions restriction under Section 242 of the BCA, Bralorne Shareholders who vote, or who have instructed a proxyholder to vote, in favour of the Interim OrderArrangement Resolution, no Person shall not be entitled to exercise Dissent Rights with respect to Levon Securities in respect of which such Person voted in favour of the ArrangementRights.
Appears in 1 contract
Samples: Arrangement Agreement (Avino Silver & Gold Mines LTD)
Dissent Rights. (a) Each registered Levon Securityholder AuEx Shareholder may exercise rights of dissent (“"Dissent Rights”") with respect to the Levon Securities AuEx Shares held by it pursuant to and in the manner set forth in the Interim Order. Dissenting Levon Securityholders AuEx Shareholders who:
(i) are ultimately entitled to be paid by Levon the Fronteer fair value for their Dissent Securities Shares shall be deemed to have (a) transferred such Dissent Shares (free of any Liensliens, claims or encumbrances) to Levon for cancellation Fronteer in accordance with Section 3(a)(iii) or (b) has their Dissent Options cancelled pursuant to Section 3(a)(i4(a)(ii), as applicable; or
(ii) are ultimately not entitled, for any reason, to be paid by Levon Fronteer fair value for their Dissent Securities AuEx Shares in respect of which they dissent, shall be deemed to have participated in the Arrangement in respect of (a) those Levon AuEx Shares on the same basis as a non-dissenting Levon AuEx Shareholder and shall be entitled to receive only the New Levon Spinco Shares, Fronteer Shares and Spinco Shares cash that such non-non- dissenting Levon AuEx Shareholders are entitled to receive, on the basis set forth in Sections 4(a)(ix) and 4(a)(xi) and, for greater certainty, will be considered to have exchanged such AuEx Shares for Class A Shares and Spinco Shares pursuant to, and at the same time as AuEx Shares were exchanged pursuant to, Section 3(a)(iii)(A4(a)(ix) or (b) has their Dissent Options cancelled and to have subsequently transferred such Class A Shares in exchange for Fronteer Shares and cash pursuant to, and at the same time as AuEx Shares were transferred by AuEx Shareholders to Fronteer pursuant to, Section 3(a)(i4(a)(ix), as applicable.
(b) In no event shall Levon Fronteer, AuEx or Spinco or any other Person person be required to recognize a Dissenting Levon Securityholder AuEx Shareholder as a registered or beneficial owner of Levon Securities AuEx Shares at or after the Effective Time, and at the Effective Time the names of such Dissenting Levon AuEx Shareholders shall be deleted from the central securities register of Levon AuEx as at the Effective Time.
(c) For greater certainty, in addition to any other restrictions in the Interim Order, no Person person shall be entitled to exercise Dissent Rights with respect to Levon Securities AuEx Shares in respect of which such Person a person has voted in favour of the Arrangement.
Appears in 1 contract
Dissent Rights. (a) Each registered Levon Securityholder A holder of Cybin Common Shares may exercise rights of dissent (“Dissent Rights”) with respect to such Cybin Common Shares in connection with the Levon Securities held by it Amalgamation (pursuant to and in the manner set forth in Section 185 of the Interim OrderOBCA (the “Cybin Dissent Rights”)). Dissenting Levon Securityholders whoA holder of Cybin Common Shares who duly exercises such Cybin Dissent Rights (including the sending of a notice of dissent to Cybin) ceases to have any rights as a holder of Cybin Common Shares, other than the right to be paid the fair value of such holder’s Cybin Common Shares pursuant to Section 190 of the OBCA except in certain circumstances, including where:
(i) are ultimately entitled such holder withdraws the notice of dissent before Cybin makes an offer to be paid by Levon the fair value for their Dissent Securities shall be deemed to have (a) transferred such Dissent Shares (free of any Liens) to Levon for cancellation in accordance with Section 3(a)(iii) or (b) has their Dissent Options cancelled holder pursuant to Section 3(a)(i)185(15) of the OBCA, as applicable; or
(ii) are Cybin fails to make an offer to such holder in accordance with Section 185(15) of the OBCA and such holder withdraws the notice of dissent.
(b) In either of the circumstances described in Section 10.1(a)(i) or (ii), or if a Dissenting Shareholder is ultimately determined not to be entitled, for any reason, to be paid by Levon fair value for their Dissent Securities in respect its Cybin Common Shares, a holder of which they dissent, Cybin Common Shares shall be deemed to have participated in the Arrangement in respect Amalgamation, as of (a) those Levon Shares the Effective Time, on the same basis as a non-dissenting Levon Shareholder and shall be entitled to receive only the New Levon Shares and Spinco Shares that such non-dissenting Levon Shareholders are entitled to receive, on the basis set forth in Section 3(a)(iii)(A) or (b) has their Dissent Options cancelled pursuant to Section 3(a)(i), as applicable.
(b) In no event shall Levon or Spinco or any other Person be required to recognize a Dissenting Levon Securityholder as a registered or beneficial owner of Levon Securities at or after the Effective Time, and at the Effective Time the names of such Dissenting Levon Shareholders shall be deleted from the central securities register of Levon as at the Effective TimeShareholder.
(c) For greater certainty, in addition to any other restrictions in the Interim Order, no Person shall be entitled to A holder of Clarmin Common Shares may exercise Dissent Rights rights of dissent with respect to Levon Securities such Clarmin Common Shares in respect connection with the Clarmin Disposition pursuant to and in the manner set forth in Division 2 of which such Person voted in favour Part 8 of the ArrangementBCBCA (the “Clarmin Dissent Rights”). A holder of Clarmin Common Shares who duly exercises such Clarmin Dissent Rights (including the sending of a written notice of dissent to Clarmin) ceases to have any rights as a holder of Clarmin Common Shares, other than the right to be paid the fair value of such holder’s Clarmin Common Shares pursuant to Division 2 of Part 8 of the BCBCA.
Appears in 1 contract
Samples: Amalgamation Agreement (Cybin Inc.)
Dissent Rights. (a) Each registered Levon Securityholder Target Shareholder may exercise rights of dissent (“Dissent Rights”) with respect to the Levon Securities Target Shares held by it pursuant to and in the manner set forth in the Interim Order. Dissenting Levon Securityholders Target Shareholders who:
(i) are ultimately entitled to be paid by Levon the Acquiror Sub fair value for their Dissent Securities Shares shall be deemed to have (a) transferred such Dissent Shares (free and clear of any Liens) to Levon for cancellation Acquiror Sub in accordance with Section 3(a)(iii) or (b) has their Dissent Options cancelled pursuant to Section 3(a)(i), as applicable; orand
(ii) are ultimately not entitled, for any reason, to be paid by Levon Acquiror Sub fair value for their Dissent Securities Target Shares in respect of which they dissent, shall be deemed to have participated in the Arrangement in respect of (a) those Levon Target Shares on the same basis as a non-dissenting Levon Target Shareholder and shall be entitled to receive only the New Levon Spinco Shares and Spinco Shares cash consideration that such non-dissenting Levon Target Shareholders are entitled to receive, on the basis set forth in Section 3(a)(iii)(A3(a)(iv)(B) or (band 3(a)(vi) has their Dissent Options cancelled and, for greater certainty, will be considered to have exchanged such Target Shares for Class A Shares and Spinco Shares pursuant to, and at the same time as Target Shares were exchanged pursuant to Section 3(a)(i3(a)(iv)(B) and to have subsequently transferred such Class A Shares in exchange for cash pursuant to, and at the same time as Target Shares were transferred by Former Target Shareholders to Acquiror Sub pursuant to, Section 3(a)(vi), as applicable.
(b) In no event shall Levon Acquiror Sub, Target or Spinco or any other Person person be required to recognize a Dissenting Levon Securityholder Target Shareholder as a registered or beneficial owner of Levon Securities Target Shares or any interest therein (other than the rights set out in this Section 5) at or after the Effective Time, and at the Effective Time the names of such Dissenting Levon Target Shareholders shall be deleted from the central securities register of Levon Target as at the Effective Time.
(c) For greater certainty, in addition to any other restrictions in the Interim Order, no Person person shall be entitled to exercise Dissent Rights with respect to Levon Securities Target Shares in respect of which such Person a person has voted in favour of the Arrangement.
Appears in 1 contract
Dissent Rights. (a) Each A registered Levon Securityholder Orex Shareholder, Orex Optionholder or Orex Warrantholder may exercise dissent rights of dissent (“Dissent Rights”) in connection with respect to the Levon Securities held by it pursuant to and Arrangement Resolution in the manner set forth out in the BCBCA (the "Dissent Rights"), as modified by the Interim Order. .
(b) Without limiting the generality of the foregoing, Dissenting Levon Securityholders who duly exercise Dissent Rights and who:
(i) are ultimately entitled to be paid by Levon the fair value for their Dissent Securities shall will be paid by Orex and will be deemed to have (a) transferred such their Dissent Shares (free of any Liens) to Levon for cancellation Securities in accordance with Section 3(a)(iii) or (b) has their Dissent Options cancelled pursuant to Section 3(a)(iSubsection 2.3(a), as applicable; or
(ii) are ultimately not entitled, for any reason, to be paid by Levon fair value for their the Dissent Securities in respect of which they dissent, shall will be deemed to have participated in the Arrangement in respect Arrangement, as of (a) those Levon Shares the Effective Time, on the same basis as a non-non- dissenting Levon Shareholder holders of Orex Securities and shall will be entitled to receive only the New Levon Shares shares, options and Spinco Shares warrants, as applicable, that such non-dissenting Levon Shareholders are entitled to receive, on the basis set forth in Section 3(a)(iii)(A) or (b) has their Dissent Options cancelled holders would have received pursuant to Section 3(a)(iSubsections 2.3(b), (c) and (d), as applicable, if such holders had not exercised Dissent Rights.
(bc) In no event shall Levon or circumstances will Orex, Spinco or any other Person be required to recognize a Dissenting Levon Securityholder Person as a Dissenting Securityholder unless such Person is a registered holder of those Orex Securities in respect of which such rights are sought to be exercised.
(d) For greater certainty, in no case will Orex, Spinco or beneficial owner any other Person be required to recognize Dissenting Securityholders as holders of Levon Securities at New Common Shares, Spinco Shares, New Orex Options, Spinco Options, New Orex Warrants or Spinco Warrants, as applicable, after the Effective Time, and at the Effective Time the names of such all Dissenting Levon Shareholders shall Securityholders will be deleted from the central applicable securities register registers of Levon Orex as at of the Effective Time.
(ce) For greater certainty, in addition to any other restrictions in the BCBCA and the Interim Order, no Person shall none of the following Persons will be entitled to exercise Dissent Rights with respect Rights:
(i) Orex Shareholders who vote, have voted or have instructed a proxyholder to Levon Securities vote in respect of which such Person voted in favour favor of the ArrangementArrangement Resolution;
(ii) Orex Optionholders who vote, have voted or have instructed a proxyholder to vote in favor of the Arrangement Resolution; or
(iii) Orex Warrantholders who vote, have voted or have instructed a proxyholder to vote in favor of the Arrangement Resolution.
Appears in 1 contract
Samples: Arrangement Agreement
Dissent Rights. (a) Each registered Levon Securityholder may exercise rights holder of dissent (“Angle Shares shall have Dissent Rights”) Rights with respect to the Levon Securities held by it pursuant to and Arrangement in the manner set forth in accordance with the Interim Order. A Dissenting Levon Securityholders who:
(i) are ultimately Shareholder shall, at the Effective Time, cease to have any rights as a holder of Angle Shares and shall only be entitled to be paid by Levon the fair value for their Dissent Securities of such holder's Angle Shares net of all withholding or other taxes. A Dissenting Shareholder shall be deemed to have (a) transferred such Dissent the holder's Angle Shares (free to Bellatrix at the Effective Time, notwithstanding the provisions of any Liens) to Levon for cancellation in accordance with Section 3(a)(iii) or (b) has their Dissent Options cancelled pursuant to Section 3(a)(i), as applicable; or
(ii) are ultimately not entitled191 of the ABCA. A Dissenting Shareholder who is, for any reason, not entitled to be paid by Levon the fair value for their Dissent Securities in respect of which they dissent, the holder's Angle Shares shall be deemed to have participated in the Arrangement in respect of (a) those Levon Shares on the same basis as a non-dissenting Levon holder of Angle Shares, notwithstanding the provisions of Section 191 of the ABCA and, such Dissenting Shareholder and shall be entitled deemed to have elected to receive only the New Levon Bellatrix Shares and Spinco for such holder's Angle Shares that such non-dissenting Levon Shareholders are entitled to receive, on the basis set forth in Section 3(a)(iii)(A) or (b) has their Dissent Options cancelled pursuant to Section 3(a)(iSubsection 3.1(d)(i), notwithstanding the provisions of Section 191 of the ABCA. The fair value of the Angle Shares held by a Dissenting Shareholder shall be determined as applicable.
(b) of the close of business on the last Business Day before the day on which the Arrangement Resolution is approved by holders of Angle Shares at the Angle Meeting. In no event shall Levon Angle or Spinco or any other Person Bellatrix be required to recognize a any Dissenting Levon Securityholder Shareholder as a registered or beneficial owner securityholder of Levon Securities at or Angle after the Effective Time, Time and at the Effective Time the names of such Dissenting Levon Shareholders holders shall be deleted removed from the central securities register of Levon holders of Angle Shares as at the Effective Time.
(c) . For greater certainty, in addition to any other restrictions in Section 191 of the Interim OrderABCA, no Person person who has voted in favour of the Arrangement shall be entitled to exercise dissent with respect to the Arrangement.
(b) Each registered holder of Angle Debentures shall have Dissent Rights with respect to Levon Securities the Arrangement in respect accordance with the Interim Order. A Dissenting Debentureholder shall, at the Effective Time, cease to have any rights as a holder of Angle Debentures and shall only be entitled to be paid the fair value of such holder's Angle Debentures net of all withholding or other taxes. A Dissenting Debentureholder shall be deemed to have transferred the holder's Angle Debentures to Bellatrix at the Effective Time, notwithstanding the provisions of Section 191 of the ABCA. A Dissenting Debentureholder who is, for any reason, not entitled to be paid the fair value of the holder's Angle Debentures shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Angle Debentures, notwithstanding the provisions of Section 191 of the ABCA and, such Dissenting Debentureholder shall be deemed to receive the consideration for such holder's Angle Debentures on the basis set forth in Subsection 3.1(e) and subject to Section 3.5. The fair value of the Angle Debentures held by a Dissenting Debentureholder shall be determined as of the close of business on the last Business Day before the day on which the Arrangement Resolution is approved by holders of Angle Debentures at the Angle Meeting. In no event shall Angle or Bellatrix be required to recognize any Dissenting Debentureholder as a securityholder of Angle after the Effective Time and the names of such Person holders shall be removed from the register of holders of Angle Debentures as at the Effective Time. For greater certainty, in addition to any other restrictions in Section 191 of the ABCA, no person who has voted in favour of the Arrangement shall be entitled to dissent with respect to the Arrangement.
Appears in 1 contract
Dissent Rights. (a) Each registered Levon Securityholder Registered Shareholders may exercise rights of dissent (“Dissent Rights”) Rights with respect to the Levon Securities Encana Common Shares held by it such holders in connection with the Reorganization pursuant to and in the manner procedure set forth in section 190 of the CBCA, as modified by the Interim Order. Dissenting Levon Securityholders , provided that registered Shareholders who exercise such Dissent Rights and who:
(ia) are ultimately entitled to be paid by Levon the fair value for their Encana Common Shares shall be deemed not to have participated in the transactions in Article 3 (other than section 3.1(c)) or otherwise in the Reorganization and shall be paid an amount equal to such fair value by Encana (less any amounts withheld pursuant to section 4.3) and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement or otherwise under the Reorganization had such Shareholders not exercised their Dissent Securities Rights in respect of such Encana Common Shares, and they shall be deemed to have (a) transferred such Dissent their Dissenting Shares (free of any Liens) to Levon Encana for cancellation in accordance with Section 3(a)(iii) or (b) has their Dissent Options cancelled pursuant to Section 3(a)(i)at the Effective Time, as applicablenotwithstanding the provisions of section 190 of the CBCA; or
(iib) are ultimately not entitled, for any reason, to be paid by Levon fair value for their Dissent Securities in respect of which they dissentEncana Common Shares, shall be deemed to have participated in the Arrangement in respect Arrangement, as of (a) those Levon Shares the Effective Time, and the remainder of the Reorganization on the same basis as a non-dissenting Levon Shareholder holder of Encana Common Shares and shall be entitled to receive only the New Levon Shares consideration contemplated in section 3.1 (less any amounts withheld pursuant to section 4.3) and Spinco Shares otherwise under the Reorganization that such non-dissenting Levon Shareholders are entitled to receive, on the basis set forth in Section 3(a)(iii)(A) or (b) has their Dissent Options cancelled Shareholder would have received pursuant to Section 3(a)(i)the Reorganization if such Shareholder had not exercised Dissent Rights, as applicable.
(b) In provided, however, that in no event case shall Levon Encana, Ovintiv or Spinco the Depositary or any other Person be required to recognize a Dissenting Levon Securityholder Shareholders who exercise Dissent Rights as a registered or beneficial owner of Levon Securities at or Shareholders after the Effective Time, and at the Effective Time the names of such Dissenting Levon Shareholders shall be deleted from the central securities register of Levon as at the Effective Time.
(c) For greater certainty, in . In addition to any other restrictions under section 190 of the CBCA, none of the Shareholders who vote or have instructed a proxyholder to vote their Encana Common Shares in favour of the Interim Order, no Person Reorganization shall be entitled to exercise Dissent Rights with respect Rights. Encana may assign to Levon Securities Ovintiv, and Ovintiv may assume, any or all of Encana’s obligations in respect of which such Person voted the Dissent Rights as part of or in favour of connection with the ArrangementReorganization.
Appears in 1 contract
Samples: Arrangement and Reorganization Agreement (Encana Corp)
Dissent Rights. (a) Each registered Levon Securityholder VHV Shareholder may exercise rights of dissent (“"Dissent Rights”") with respect to the Levon Securities VHV Shares held by it pursuant to and in the manner set forth in the Interim Order. Dissenting Levon Securityholders VHV Shareholders who:
(i) are ultimately entitled to be paid by Levon Xxxxx the fair value for their Dissent Securities Shares shall be deemed to have (a) transferred such Dissent Shares (free of any Liensliens, claims or encumbrances) to Levon Xxxxx for cancellation in accordance with Section 3(a)(iii) or (b) has their Dissent Options cancelled pursuant to Section 3(a)(i), as applicable; or
(ii) are ultimately not entitled, for any reason, to be paid by Levon Xxxxx fair value for their Dissent Securities Shares in respect of which they dissent, shall be deemed to have participated in the Arrangement in respect of (a) those Levon VHV Shares on the same basis as a non-dissenting Levon VHV Shareholder and shall be entitled to receive only the New Levon Spinco Shares and Spinco Xxxxx Shares that such non-dissenting Levon VHV Shareholders are entitled to receive, on the basis set forth in Sections 3(a)(vii) and 3(a)(ix) and, for greater certainty, will be considered to have exchanged such VHV Shares for VHV Class A Shares and Spinco Shares pursuant to, and at the same time as VHV Shares were exchanged pursuant to, Section 3(a)(iii)(A3(a)(vii) or (b) has their Dissent Options cancelled and to have subsequently transferred such VHV Class A Shares in exchange for Xxxxx Shares pursuant to, and at the same time as VHV Class A Shares were transferred by Former VHV Shareholders to Xxxxx pursuant to, Section 3(a)(i3(a)(ix), as applicable.
(b) In no event shall Levon Xxxxx, VHV or Spinco or any other Person person be required to recognize a Dissenting Levon Securityholder VHV Shareholder as a registered or beneficial owner of Levon Securities VHV Shares at or after the Effective Time, and at the Effective Time the names of such Dissenting Levon VHV Shareholders shall be deleted from the central securities register of Levon VHV as at the Effective Time.
(c) For greater certainty, in addition to any other restrictions in the Interim Order, no Person person shall be entitled to exercise Dissent Rights with respect to Levon Securities VHV Shares in respect of which such Person a person has voted in favour of the Arrangement.
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Dissent Rights. (a) Each registered Levon Securityholder Registered Hempsana Shareholders may exercise rights of dissent (“Dissent Rights”) with respect to Rights from the Levon Securities held by it Amalgamation pursuant to and in the manner set forth in under section 190 of the Interim Order. Dissenting Levon Securityholders CBCA, provided that holders who exercise such rights of dissent and who:
(i) are ultimately entitled to be paid by Levon the fair value for their Dissent Securities Hempsana Common Shares, which fair value shall be deemed the fair value of such shares as at the close of business on the day prior to have (a) transferred the Hempsana Meeting, shall be paid an amount equal to such Dissent Shares (free of any Liens) to Levon for cancellation in accordance with Section 3(a)(iii) or (b) has their Dissent Options cancelled pursuant to Section 3(a)(i), as applicablefair value by Amalco; orand
(ii) are ultimately not entitled, for any reason, to be paid by Levon fair value for their Dissent Securities in respect of which they dissent, Hempsana Common Shares shall be deemed to have participated in the Arrangement in respect Amalgamation, as of (a) those Levon Shares the Effective Time, on the same basis as a non-dissenting Levon Shareholder holder of Hempsana Common Shares and shall be entitled to receive only the New Levon Shares and Spinco Shares consideration contemplated in subsection 2.01(vii)(i) hereof that such non-dissenting Levon Shareholders are entitled to receive, on the basis set forth in Section 3(a)(iii)(A) or (b) has their Dissent Options cancelled holder would have received pursuant to Section 3(a)(i)the Amalgamation if such holder had not exercised Dissent Rights; but in no case shall Stralak, Subco or Hempsana or any other Person be required to recognize holders of Hempsana Common Shares who exercise Dissent Rights as applicable.
(b) holders of Hempsana Common Shares after the time that is immediately prior to the Effective Time, and the names of such holders of Hempsana Common Shares who exercise Dissent Rights shall be deleted from the register of Hempsana Shareholders at the Effective Time. In no event circumstances shall Levon or Spinco Stralak, Subco, Hempsana or any other Person be required to recognize a Dissenting Levon Securityholder as Person exercising Dissent Rights unless such Person is a registered or beneficial owner holder of Levon Securities at or after the Effective Time, and at the Effective Time the names Hempsana Common Shares in respect of which such Dissenting Levon Shareholders shall Dissent Rights are sought to be deleted from the central securities register exercised. A registered holder of Levon as at the Effective Time.
(c) For greater certainty, in addition to any other restrictions in the Interim Order, no Person shall be Hempsana Common Shares is not entitled to exercise Dissent Rights with respect to Levon Securities in respect Hempsana Common Shares if such holder votes (or instructs, or is deemed, by submission of which such Person voted any incomplete proxy, to have instructed his, her or its proxyholder to vote) in favour of the Arrangementresolution approving the Amalgamation at the Hempsana Meeting.
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Samples: Business Combination Agreement
Dissent Rights. (a) Each registered Levon Securityholder VHV Shareholder may exercise rights of dissent (“"Dissent Rights”") with respect to the Levon Securities VHV Shares held by it pursuant to and in the manner set forth in the Interim Order. Dissenting Levon Securityholders VHV Shareholders who:
(i) are ultimately entitled to be paid by Levon Xxxxx the fair value for their Dissent Securities Shares shall be deemed to have (a) transferred such Dissent Shares (free of any Liensliens, claims or encumbrances) to Levon Xxxxx for cancellation in accordance with Section 3(a)(iii) or (b) has their Dissent Options cancelled pursuant to Section 3(a)(i), as applicable; or
(ii) are ultimately not entitled, for any reason, to be paid by Levon Xxxxx fair value for their Dissent Securities Shares in respect of which they dissent, shall be deemed to have participated in the Arrangement in respect of (a) those Levon VHV Shares on the same basis as a non-dissenting Levon VHV Shareholder and shall be entitled to receive only the New Levon Spinco Shares and Spinco Xxxxx Shares that such non-dissenting Levon VHV Shareholders are entitled to receive, on the basis set forth in Sections 3(a)(vii) and 3(a)(ix) and, for greater certainty, will be considered to have exchanged such VHV Shares for VHV Class A Shares and Spinco Shares pursuant to, and at the same time as VHV Shares were exchanged pursuant to, Section 3(a)(iii)(A3(a)(vii) or (b) has their Dissent Options cancelled and to have subsequently transferred such VHV Class A Shares in exchange for Xxxxx Shares pursuant to, and at the same time as VHV Class A Shares were transferred by Former VHV Shareholders to Xxxxx pursuant to, Section 3(a)(i3(a)(ix), as applicable.
(b) In no event shall Levon Xxxxx, VHV or Spinco or any other Person person be required to recognize torecognize a Dissenting Levon Securityholder VHV Shareholder as a registered or beneficial owner of Levon Securities VHV Shares at or after the Effective Time, and at the Effective Time the names of such Dissenting Levon VHV Shareholders shall be deleted from the central securities register of Levon VHV as at the Effective Time.
(c) For greater certainty, in addition to any other restrictions in the Interim Order, no Person noperson shall be entitled to exercise Dissent Rights with respect to Levon Securities VHV Shares in respect of which such Person a person has voted in favour of the Arrangement.
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Dissent Rights. (a) Each registered Levon Securityholder Target Shareholder may exercise rights of dissent (“"Dissent Rights”") with respect to the Levon Securities Target Shares held by it pursuant to and in the manner set forth in the Interim Order. Dissenting Levon Securityholders Target Shareholders who:
(i) are ultimately entitled to be paid by Levon the Acquiror Sub fair value for their Dissent Securities Shares shall be deemed to have (a) transferred such Dissent Shares (free and clear of any Liens) to Levon for cancellation Acquiror Sub in accordance with Section 3(a)(iii) or (b) has their Dissent Options cancelled pursuant to Section 3(a)(i), as applicable; orand
(ii) are ultimately not entitled, for any reason, to be paid by Levon Acquiror Sub fair value for their Dissent Securities Target Shares in respect of which they dissent, shall be deemed to have participated in the Arrangement in respect of (a) those Levon Target Shares on the same basis as a non-dissenting Levon Target Shareholder and shall be entitled to receive only the New Levon Spinco Shares and Spinco Shares cash consideration that such non-dissenting Levon Target Shareholders are entitled to receive, on the basis set forth in Section 3(a)(iii)(A3(a)(iv)(B) or (band 3(a)(vi) has their Dissent Options cancelled and, for greater certainty, will be considered to have exchanged such Target Shares for Class A Shares and Spinco Shares pursuant to, and at the same time as Target Shares were exchanged pursuant to Section 3(a)(i3(a)(iv)(B) and to have subsequently transferred such Class A Shares in exchange for cash pursuant to, and at the same time as Target Shares were transferred by Former Target Shareholders to Acquiror Sub pursuant to, Section 3(a)(vi), as applicable.
(b) In no event shall Levon Acquiror Sub, Target or Spinco or any other Person person be required to recognize a Dissenting Levon Securityholder Target Shareholder as a registered or beneficial owner of Levon Securities Target Shares or any interest therein (other than the rights set out in this Section 5) at or after the Effective Time, and at the Effective Time the names of such Dissenting Levon Target Shareholders shall be deleted from the central securities register of Levon Target as at the Effective Time.
(c) For greater certainty, in addition to any other restrictions in the Interim Order, no Person person shall be entitled to exercise Dissent Rights with respect to Levon Securities Target Shares in respect of which such Person a person has voted in favour of the Arrangement.
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