Common use of Gifts to Charity Clause in Contracts

Gifts to Charity. At any time following the Meeting at which the Special Resolution is passed and prior to the Effective Date, each Shareholder shall have the right directly or indirectly to gift any portion of its Subject Shares to various charities provided that such charities agree to the restrictions in Section 3.5 and the Purchaser is satisfied, acting reasonably, that such gift will not affect the ability of the Shareholders to vote such AA Shares in favour of the Special Resolution or the ability of the Purchaser to acquire such AA Shares pursuant to the Arrangement or the ability of the Purchaser to claim a tax bump as described in section 5.1(h) of the Arrangement Agreement. In the event of an Alternative Transaction, the Shareholders shall have a period of five (5) Business Days prior to the expiry time for tendering their Subject Shares to, directly or indirectly, gift any portion of its Subject Shares to various charities provided that such charities agree to the restrictions in Section 3.5 and provided that such gifting shall not materially and adversely affect the ability to cause the Alternative Transaction.

Appears in 2 contracts

Samples: Voting Agreement (Canwest Global Communications Corp), Voting Agreement (Canwest Mediaworks Inc)

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Gifts to Charity. At any time following the Meeting at which the Special Resolution is passed and prior to the Effective Date, each Shareholder shall have the right directly or indirectly to gift any portion of its Subject Shares to various charities provided that such charities agree to the restrictions in Section 3.5 and the Purchaser is satisfied, acting reasonably, that such gift will not affect the ability of the Shareholders to vote such AA Subject Shares in favour of the Special Resolution or the ability of the Purchaser to acquire such AA Subject Shares pursuant to the Arrangement or the ability of the Purchaser to claim a tax bump as described in section Section 5.1(h) of the Arrangement Agreement. In the event of an Alternative Transaction, each of the Shareholders shall have be entitled, during a period of five (5) Business Days days prior to the expiry time expiration of the period for tendering their its Subject Shares toShares, to gift directly or indirectly, gift indirectly any portion of its Subject Shares to various charities provided that such charities agree to the restrictions in Section 3.5 and provided that such gifting shall not materially and adversely affect the ability to cause the Alternative Transaction.

Appears in 2 contracts

Samples: Voting Agreement (Canwest Global Communications Corp), Voting Agreement (Canwest Mediaworks Inc)

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