Common use of Dissenting Shareholders Clause in Contracts

Dissenting Shareholders. On the earlier of the Effective Date, the making of an agreement between a Dissenting Shareholder and MichiCann for the purchase of their Dissenting MichiCann Shares or the pronouncement of a court order pursuant to Section 185 of the OBCA, a Dissenting Shareholder shall cease to have any rights as a MichiCann Shareholder other than the right to be paid the fair value of its Dissenting MichiCann Shares in the amount agreed to or as ordered by the court, as the case may be. Notwithstanding anything in this Agreement to the contrary, Dissenting MichiCann Shares which are held by a Dissenting Shareholder shall not be exchanged for Tidal Shares or Tidal Series II Preferred Shares, as the case may be, on the Effective Date as provided in section 2.1 hereof. However, in the event that a Dissenting Shareholder fails to perfect or effectively withdraws the Dissenting Shareholder’s claim under Section 185 of the OBCA or otherwise forfeits the Dissenting Shareholder’s right to make a claim under Section 185 of the OBCA, the Dissenting Shareholder’s Dissenting MichiCann Shares shall thereupon be deemed to have been exchanged as of the Effective Date for Resulting Issuer Consideration Shares on the basis set forth in section 2.1 hereof.

Appears in 2 contracts

Samples: Amalgamation Agreement (Tidal Royalty Corp.), Amalgamation Agreement

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Dissenting Shareholders. On the earlier of of: (i) the Effective Date, ; (ii) the making of an agreement between a Dissenting Shareholder and MichiCann BeeImmune for the purchase of their Dissenting MichiCann Shares BeeImmune Shares; or (iii) the pronouncement of a court order pursuant to Section 185 section 245 of the OBCABCBCA, a Dissenting Shareholder shall cease to have any rights as a MichiCann BeeImmune Shareholder other than the right to be paid the fair payout value of its Dissenting MichiCann BeeImmune Shares in the amount agreed to or as ordered by the court, as the case may be. Notwithstanding anything in this Agreement to the contrary, Dissenting MichiCann BeeImmune Shares which are held by a Dissenting Shareholder BeeImmune shall not be exchanged for Tidal Plantfuel Shares or Tidal Series II Preferred Shares, as the case may be, on the Effective Date as provided in section Section 2.1 hereof. However, in the event that a Dissenting Shareholder fails to perfect or effectively withdraws the Dissenting Shareholder’s 's claim under Section 185 section 245 of the OBCA BCBCA or otherwise forfeits the Dissenting Shareholder’s 's right to make a claim under Section 185 section 272 of the OBCABCBCA, the Dissenting Shareholder’s 's Dissenting MichiCann BeeImmune Shares shall thereupon be deemed to have been exchanged as of the Effective Date for Resulting Issuer Consideration Plantfuel Shares on the basis set forth in section Section 2.1 hereof.

Appears in 1 contract

Samples: Business Combination Agreement

Dissenting Shareholders. (a) On the earlier of the Effective Date, the making of an agreement between a Dissenting Mezzotin Shareholder and MichiCann Mezzotin for the purchase of their Dissenting MichiCann Mezzotin Shares or the pronouncement of a court order both pursuant to Section section 185 of the OBCA, a Dissenting Mezzotin Shareholder shall cease to have any rights as a MichiCann Mezzotin Shareholder other than the right to be paid the fair value of its Dissenting MichiCann Mezzotin Shares in the amount agreed to or as ordered by the court, as the case may be. Notwithstanding anything in this Agreement to the contrary, Dissenting MichiCann Mezzotin Shares which are held by a Dissenting Mezzotin Shareholder shall not be exchanged for Tidal Shares or Tidal Series II Preferred Sharessubject to the Reclassification and/or Continuance, as the case may beapplicable, on the Effective Date as provided in section 2.1 hereofherein. However, in the event that a Dissenting Mezzotin Shareholder fails to perfect or effectively withdraws the Dissenting Mezzotin Shareholder’s claim under Section section 185 of the OBCA or otherwise forfeits the Dissenting Mezzotin Shareholder’s right to make a claim under Section section 185 of the OBCA, the Dissenting Mezzotin Shareholder’s Dissenting MichiCann Mezzotin Shares shall thereupon be deemed subject to have been exchanged the Reclassification and/or Continuance, as applicable, as of the Effective Date for Resulting Issuer Consideration Shares on the basis set forth in section 2.1 Section 1.2 hereof.

Appears in 1 contract

Samples: Business Combination Agreement (Lowell Farms Inc.)

Dissenting Shareholders. On the earlier of the Effective Date, the making of an agreement between a Dissenting Shareholder and MichiCann XxxxxXxxx for the purchase of their Dissenting MichiCann Shares or the pronouncement of a court order pursuant to Section 185 of the OBCA, a Dissenting Shareholder shall cease to have any rights as a MichiCann Shareholder other than the right to be paid the fair value of its Dissenting MichiCann Shares in the amount agreed to or as ordered by the court, as the case may be. Notwithstanding anything in this Agreement to the contrary, Dissenting MichiCann Shares which are held by a Dissenting Shareholder shall not be exchanged for Tidal Shares or Tidal Series II Preferred Shares, as the case may be, on the Effective Date as provided in section 2.1 hereof. However, in the event that a Dissenting Shareholder fails to perfect or effectively withdraws the Dissenting Shareholder’s 's claim under Section 185 of the OBCA or otherwise forfeits the Dissenting Shareholder’s 's right to make a claim under Section 185 of the OBCA, the Dissenting Shareholder’s 's Dissenting MichiCann Shares shall thereupon be deemed to have been exchanged as of the Effective Date for Resulting Issuer Consideration Shares on the basis set forth in section 2.1 hereof.

Appears in 1 contract

Samples: Amalgamation Agreement

Dissenting Shareholders. On the earlier of of: (i) the Effective Date, ; (ii) the making of an agreement between a Dissenting Shareholder and MichiCann Ultron for the purchase of their Dissenting MichiCann Shares Ultron Shares; or (iii) the pronouncement of a court order pursuant to Section 185 section 245 of the OBCABCBCA, a Dissenting Shareholder shall cease to have any rights as a MichiCann Ultron Shareholder other than the right to be paid the fair payout value of its Dissenting MichiCann Ultron Shares in the amount agreed to or as ordered by the court, as the case may be. Notwithstanding anything in this Agreement to the contrary, Dissenting MichiCann Ultron Shares which are held by a Dissenting Shareholder shall not be exchanged for Tidal Common Shares or Tidal Series II Preferred Shares, as the case may be, on the Effective Date as provided in section Section 2.1 hereof. However, in the event that a Dissenting Shareholder fails to perfect or effectively withdraws the Dissenting Shareholder’s 's claim under Section 185 section 245 of the OBCA BCBCA or otherwise forfeits the Dissenting Shareholder’s 's right to make a claim under Section 185 section 272 of the OBCABCBCA, the Dissenting Shareholder’s 's Dissenting MichiCann Ultron Shares shall thereupon be deemed to have been exchanged as of the Effective Date for Resulting Issuer Consideration Common Shares on the basis set forth in section Section 2.1 hereof.

Appears in 1 contract

Samples: Amalgamation Agreement

Dissenting Shareholders. On the earlier of the Effective Date, the making of an agreement between a Dissenting Shareholder and MichiCann for the purchase of their Dissenting MichiCann Shares or the pronouncement of a court order pursuant to Section 185 of the OBCA, a Dissenting Shareholder shall cease to have any rights as a MichiCann Shareholder other than the right to be paid the fair value of its Dissenting MichiCann Shares in the amount agreed to or as ordered by the court, as the case may be. Notwithstanding anything in this Agreement to the contrary, Dissenting MichiCann Shares which are held by a Dissenting Shareholder shall not be exchanged for Tidal Shares or Tidal Series II Preferred Shares, as the case may be, on the Effective Date as provided in section 2.1 hereof. However, in the event that a Dissenting Shareholder fails to perfect or effectively withdraws the Dissenting Shareholder’s claim under Section 185 of the OBCA or otherwise forfeits the Dissenting Shareholder’s right to make a claim under Section 185 of the OBCA, the Dissenting Shareholder’s Dissenting MichiCann Shares shall thereupon be deemed to have been exchanged as of the Effective Date for Resulting Issuer Consideration Shares on the basis set forth in section 2.1 hereof.

Appears in 1 contract

Samples: Amalgamation Agreement

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Dissenting Shareholders. On the earlier of the Effective Date, the making of an agreement between a Dissenting Shareholder and MichiCann XxxxxXxxx for the purchase of their Dissenting MichiCann Shares or the pronouncement of a court order pursuant to Section 185 of the OBCA, a Dissenting Shareholder shall cease to have any rights as a MichiCann Shareholder other than the right to be paid the fair value of its Dissenting MichiCann Shares in the amount agreed to or as ordered by the court, as the case may be. Notwithstanding anything in this Agreement to the contrary, Dissenting MichiCann Shares which are held by a Dissenting Shareholder shall not be exchanged for Tidal Shares or Tidal Series II Preferred Shares, as the case may be, on the Effective Date as provided in section 2.1 hereof. However, in the event that a Dissenting Shareholder fails to perfect or effectively withdraws the Dissenting Shareholder’s claim under Section 185 of the OBCA or otherwise forfeits the Dissenting Shareholder’s right to make a claim under Section 185 of the OBCA, the Dissenting Shareholder’s Dissenting MichiCann Shares shall thereupon be deemed to have been exchanged as of the Effective Date for Resulting Issuer Consideration Shares on the basis set forth in section 2.1 hereof.

Appears in 1 contract

Samples: Amalgamation Agreement

Dissenting Shareholders. On the earlier of the Effective Date, the making of an agreement between a Dissenting Shareholder and MichiCann Flowr for the purchase of their Dissenting MichiCann Flowr Shares or the pronouncement of a court order pursuant to Section 185 of the OBCA, a Dissenting Shareholder shall cease to have any rights as a MichiCann Flowr Shareholder other than the right to be paid the fair value of its Dissenting MichiCann Flowr Shares in the amount agreed to or as ordered by the court, as the case may be. Notwithstanding anything in this Agreement to the contrary, Dissenting MichiCann Flowr Shares which are held by a Dissenting Shareholder shall not be exchanged for Tidal post-Consolidation Needle Shares or Tidal Series II Preferred Shares, as the case may be, on the Effective Date as provided in section Section 2.1 hereof. However, in the event that a Dissenting Shareholder fails to perfect or effectively withdraws the Dissenting Shareholder’s 's claim under Section 185 of the OBCA or otherwise forfeits the Dissenting Shareholder’s 's right to make a claim under Section 185 of the OBCA, the Dissenting Shareholder’s 's Dissenting MichiCann Flowr Shares shall thereupon be deemed to have been exchanged as of the Effective Date for Resulting Issuer Consideration post-Consolidation Needle Shares on the basis set forth in section Section 2.1 hereof.

Appears in 1 contract

Samples: Agreement (Flowr Corp)

Dissenting Shareholders. 10.9 On the earlier of the Effective Date, the making of an agreement between a Dissenting Shareholder and MichiCann MVC for the purchase of their Dissenting MichiCann MVC Shares or the pronouncement of a court order both pursuant to Section 185 of the OBCA, a Dissenting Shareholder shall cease to have any rights as a MichiCann MVC Shareholder other than the right to be paid the fair value of its Dissenting MichiCann MVC Shares in the amount agreed to or as ordered by the court, as the case may be. Notwithstanding anything in this Agreement to the contrary, Dissenting MichiCann MVC Shares which are held by a Dissenting Shareholder shall not be exchanged for Tidal Resulting Issuer Shares or Tidal Series II Preferred Shares, as the case may be, on the Effective Date as provided in section 2.1 Section 2.3 hereof. However, in the event that a Dissenting Shareholder fails to perfect or effectively withdraws the Dissenting Shareholder’s claim under Section 185 of the OBCA or otherwise forfeits the Dissenting Shareholder’s right to make a claim under Section 185 of the OBCA, the Dissenting Shareholder’s Dissenting MichiCann MVC Shares shall thereupon be deemed to have been exchanged as of the Effective Date for Resulting Issuer Consideration Shares on the basis set forth in section 2.1 Section 2.3 hereof. [signature page follows] /s/ Xxxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxx /s/ Xxxx Xxxxxxx SCHEDULE “A” TO THE DEFINITIVE AGREEMENT AMALGAMATION AGREEMENT THIS AMALGAMATION AGREEMENT is dated as of the  day of ●, 2018.

Appears in 1 contract

Samples: Amalgamation Agreement

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