Exercise of Liquidation Call Right Sample Clauses

Exercise of Liquidation Call Right. For the purposes of completing the purchase of the Class B Shares pursuant to the exercise of the Liquidation Call Right, Parent shall deliver or cause to be delivered to the Class B Shareholders the Liquidation Call Purchase Price for each Class B Share held by such Class B Shareholder, on or before the Liquidation Date, upon presentation and surrender, by delivery in person or by certified or registered mail, at the principal executive office of Parent, or at such other place in North America as Parent may from time to time designate by written notice to the Class B Shareholders, of the certificates representing such Class B Shares (or a lost stock certificate affidavit in a form reasonably satisfactory to Parent), together with such other documents and instruments as may be reasonably required to effect a transfer of Class B Shares under applicable law and the Constating Documents, including a representation and warranty by each holder of Class B Shares to be redeemed that such Class B Shareholder is a Resident. Payment of the Liquidation Call Purchase Price shall be made by delivery to each Class B Shareholder (other than any Class B Shareholder which is an Affiliate of Parent), at the address of the holder recorded in the register of shareholders of Exchangeco or if requested by the Class B Shareholder by holding for pick-up by the holder at the principal executive office of Exchangeco, of the Class B Share Consideration (satisfied in the manner set forth in Section 2.2(3)) less any amounts on account of tax properly withheld in accordance with Section 13.3 of the Class B Share Provisions. Upon such payment of the total Liquidation Call Purchase Price on the Liquidation Date, the Class B Shareholders (other than any Class B Shareholder which is an Affiliate of Parent) shall thereafter be considered and deemed for all purposes to be the holders of Parent Subordinate Voting Shares delivered to them as part or all of the Class B Share Consideration notwithstanding that the certificate or certificates (or a lost stock certificate affidavit in a form reasonably satisfactory to Parent) representing such Class B Shares have not been delivered by the holder or holders thereof to Parent.
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Exercise of Liquidation Call Right. For the purposes of completing the purchase of the Exchangeable Shares pursuant to the exercise of the Liquidation Call Right, CRC shall deliver or cause to be delivered to the Exchangeable Shareholders the Liquidation Call Purchase Price for each Exchangeable Share held by such Exchangeable Shareholder, on or before the Liquidation Date, upon presentation and surrender at the registered office of Exchangeco of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable law and the Constating Documents, including a representation and warranty by each holder of Exchangeable Shares to be redeemed that such Exchangeable Shareholder is a resident of the United States for purposes of the Code. Payment of the Liquidation Call Purchase Price shall be made by delivery to each Exchangeable Shareholder (other than any Exchangeable Shareholder which is an Affiliate of CRC), at the address of the holder recorded in the register of shareholders of Exchangeco or by holding for pick-up by the holder at the registered office of Exchangeco, of the Exchangeable Share Consideration (satisfied in accordance with Section 2.2(3)) less any amounts on account of tax properly withheld in accordance with applicable law and section
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Exercise of Liquidation Call Right. For the purposes of completing the purchase of the Exchangeable Shares pursuant to the exercise of the Liquidation Call Right, Callco shall deliver or cause to be delivered to the holders of the Exchangeable Shares the Liquidation Call Purchase Price for each Exchangeable Share, on or before the Liquidation Date, upon presentation and surrender at the registered office of Exchangeco of the certificates (if any) representing such Exchangeable Shares and such documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable law and the Constating Documents, including a representation and warranty by each holder of Exchangeable Shares to be redeemed that such Exchangeable Shareholder is not a non-resident of Canada for purposes of the Income Tax Act (Canada). Payment of the Liquidation Call Purchase Price shall be made by delivery to each Exchangeable Shareholder (other than any Exchangeable Shareholder which is an Affiliate of GMS), at the address of the holder recorded in the register of shareholders of Exchangeco or by holding for pick-up by the holder at the registered office of Exchangeco, of the Exchangeable Share Consideration (satisfied in accordance with Sections 2.2(3) and 2.2(4)) less any amounts properly withheld in accordance with applicable law and Section 13.3 of the Exchangeable Share Provisions. Upon such payment of the total Liquidation Call Purchase Price, the Exchangeable Shareholders (other than any Exchangeable Shareholder which is an Affiliate of GMS) shall thereafter be considered and deemed for all purposes to be the holders of GMS Common Shares delivered to them as part or all of the Exchangeable Share Consideration notwithstanding that the certificate or certificates (if any) representing such Exchangeable Shares have not been delivered by the holder or holders thereof to Callco.
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Exercise of Liquidation Call Right. To exercise the Liquidation Call Right, Wendy's shall notify Seller and Newco of Wendy's intention to exercise the Liquidation Call Right (a) in the case of a voluntary liquidation, dissolution or winding-up of Newco at least 30 days before the Newco Liquidation Date and (b) in the case of an involuntary liquidation, dissolution or winding- up of Newco at least five Business Days before the Newco Liquidation Date. If Wendy's exercises the Liquidation Call Right, on the Newco Liquidation Date Wendy's will purchase, and Seller will sell, all of the Newco Exchangeable Shares then outstanding for a price per share equal to the Liquidation Call Price.
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Exercise of Liquidation Call Right. To exercise the Liquidation Call Right, the Parent must notify the Transfer Agent, as agent for the holders of Exchangeable Shares, and the Company of its intention to exercise such right:
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Exercise of Liquidation Call Right. For the purposes of completing a purchase of the Exchangeable Shares pursuant to the exercise of a Liquidation Call Right, NovaCo shall deposit with the Trustee, on or before the Liquidation Date, certificates representing the total number of shares of Parent
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Exercise of Liquidation Call Right. To exercise the Liquidation Call Right, Xxxxxx shall notify Sellers and Newco of Xxxxxx'x intention to exercise the Liquidation Call Right (a) in the case of a voluntary liquidation, dissolution or winding-up of Newco at least 30 days before the Newco Liquidation Date and (b) in the case of an involuntary liquidation, dissolution or winding-up of Newco at least five Business Days before the Newco Liquidation Date. If Xxxxxx exercises the Liquidation Call Right, on the Newco Liquidation Date Xxxxxx will purchase, and Sellers will sell, all of the Newco Exchangeable Shares then outstanding for a price per share equal to the Liquidation Call Price.
Sample 1
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Related to Exercise of Liquidation Call Right

  • Exercise of Put Option Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(e) (Redemption at the option of Noteholders) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e) (Redemption at the option of Noteholders), such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

  • Exercise of Right No failure or delay on the part of either Party in exercising any right, power, or privilege hereunder, and no course of dealing between the Parties, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

  • Exercise of Call Option In connection with an exercise of the option contained in Condition 6(f) (Optional Early Redemption (Call)) in relation to some only of the Notes, the Notes represented by this Global Registered Note may be redeemed in part in the principal amount specified by the Issuer in accordance with the Conditions and the Notes to be redeemed will not be selected as provided in the Conditions.

  • Exercise of SAR In order to exercise the SAR, the SAR Holder shall submit to the Company an instrument specifying the whole number of Shares in respect of which the SAR is being exercised. Shares will be issued accordingly by the Company within 30 days. The payment upon a SAR exercise shall be solely the number of whole Shares calculated in paragraph (a) above. Fractional Shares shall be rounded down to the nearest whole Share with no cash consideration being paid upon exercise. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Shares hereunder if the issuance of such Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Shares may be issued without resulting in such violations of law.

  • Exercise of Conversion Right To exercise the conversion right, the Holder of the Debenture shall surrender to the Company such Debentures, duly endorsed, accompanied by written Notice of Conversion to the Company in the form provided in this Debenture that the Holder elects to convert such Debenture, or if less than the entire principal amount thereof is to be converted, the specified portion. Debentures shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures as Holders shall cease, and the person or persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock as and after such time. Within two days after the conversion date, the Company, without cost to the Holder, shall issue and deliver to Holder the converted Debenture or the person, specified by such Holder, a certificate for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive payment in Common Stock. Upon Conversion of this Debenture, the Company shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereof.

  • Exercise of Repurchase Right Any Repurchase Right under Paragraphs 15(a) or 15(b) shall be exercised by giving notice of exercise as provided herein to Optionee or the estate of Optionee, as applicable. Such right shall be exercised, and the repurchase price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company of the occurrence of such Repurchase Event (except in the case of termination or cessation of services as director, where such option period shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Optionee for the Shares. If the Company can not purchase all such Shares because it is unable to meet the financial tests set forth in the Nevada corporation law, the Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares not purchased by the Company hereunder shall no longer be subject to the provisions of this Section 15.

  • Exercise of Rights No failure or delay on the part of any party to exercise any right, power or privilege under this Agreement and no course of dealing between the Seller and the Purchaser shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Except as set forth in Section 6(h) of this Agreement, the rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which any party would otherwise have pursuant to law or equity. No notice to or demand on any party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances, or constitute a waiver of the right of either party to any other or further action in any circumstances without notice or demand.

  • Partial Exercise or Transfer Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.

  • Exercise of Exchange Right Subsequent to Retraction In the event that a Beneficiary has exercised its right under Article 6 of the Exchangeable Share Provisions to require ExchangeCo to redeem any or all of the Exchangeable Shares held by the Beneficiary (the “Retracted Shares”) and is notified by ExchangeCo pursuant to Section 6.6 of the Exchangeable Share Provisions that ExchangeCo will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that ExchangeCo shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Beneficiary has not revoked the retraction request delivered by the Beneficiary to ExchangeCo pursuant to Section 6.1 of the Exchangeable Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Beneficiary to Trustee instructing Trustee to exercise the Exchange Right with respect to those Retracted Shares that ExchangeCo is unable to redeem. In any such event, ExchangeCo hereby agrees with Trustee and in favour of the Beneficiary to immediately notify Trustee of the prohibition against ExchangeCo redeeming all of the Retracted Shares and to promptly to forward or cause to be forwarded to Trustee all relevant materials delivered by the Beneficiary to ExchangeCo or to the transfer agent of the Exchangeable Shares (including without limitation, a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares and Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that ExchangeCo is not permitted to redeem and will require Parent to purchase such shares in accordance with the provisions of this Article 5.

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