Common use of Gifts to Charity Clause in Contracts

Gifts to Charity. Notwithstanding anything else contained herein, the Shareholders shall be entitled, after the Final Order issued and prior to the Effective Time, to donate to any “registered charity”, within the meaning of the Tax Act, up to an aggregate of 9.9% of its Company Shares, provided that: (a) Acquisitionco is satisfied, in its sole discretion, that any such gift will not adversely affect (i) Acquisitionco in connection with the Arrangement, (ii) the completion of the Arrangement, (iii) Acquisitionco’s ability to acquire Company Shares pursuant to the Arrangement, or (iv) Acquisitionco’s ability to avail itself of the Bump; (b) the donee registered charity agrees to be bound by this Agreement with respect to such transferred Company Shares; (c) the Shareholder shall cause the donee charity to comply with its obligations under this Agreement; and (d) prior to any such transfer, the donee charity has provided a representation to Acquisitionco in writing confirming that after the receipt of such donation, the donee charity would not be a “specified shareholder” of the Company for the purposes of paragraph 88(1)(c)(vi) of the Tax Act. If the foregoing accurately reflects the terms and conditions of our agreement, would you kindly indicate your acceptance hereof by signing, dating and returning to Symmetry and Acquisitionco the enclosed duplicate original of this Agreement by facsimile or otherwise. SYMMETRY HOLDINGS, INC. by /s/ Xxxxxxx Xx Xxxxxxxx Xxxxxxx Xx Xxxxxxxx Chief Executive Officer 632422 N.B. LTD. by /s/ Xxxxxxx Xx Xxxxxxxx Xxxxxxx Xx Xxxxxxxx President SHAREHOLDER’S ACCEPTANCE Irrevocably accepted and agreed this 21st day of June, 2007. SIGNED, SEALED & DELIVERED in the presence of: /s/ Xxxxxxxx X. Xxxxxx /s/ D. Xxxxx Xxxxx (seal) Witness D. Xxxxx Xxxxx

Appears in 2 contracts

Samples: Up Agreement (Symmetry Holdings Inc), Lock Up Agreement (Symmetry Holdings Inc)

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Gifts to Charity. Notwithstanding anything else contained herein, the Shareholders shall be entitled, after the Final Order issued and prior to the Effective Time, to donate to any “registered charity”, within the meaning of the Tax Act, up to an aggregate of 9.9% of its Company Shares, provided that: (a) Acquisitionco is satisfied, in its sole discretion, that any such gift will not adversely affect (i) Acquisitionco in connection with the Arrangement, (ii) the completion of the Arrangement, (iii) Acquisitionco’s ability to acquire Company Shares pursuant to the Arrangement, or (iv) Acquisitionco’s ability to avail itself of the Bump; (b) the donee registered charity agrees to be bound by this Agreement with respect to such transferred Company Shares; (c) the Shareholder shall cause the donee charity to comply with its obligations under this Agreement; and (d) prior to any such transfer, the donee charity has provided a representation to Acquisitionco in writing confirming that after the receipt of such donation, the donee charity would not be a “specified shareholder” of the Company for the purposes of paragraph 88(1)(c)(vi) of the Tax Act. If the foregoing accurately reflects the terms and conditions of our agreement, would you kindly indicate your acceptance hereof by signing, dating and returning to Symmetry and Acquisitionco the enclosed duplicate original of this Agreement by facsimile or otherwise. SYMMETRY HOLDINGS, INC. by /s/ Xxxxxxx Xx Xxxxxxxx Xxxxxxx Xx Xxxxxxxx Chief Executive Officer 632422 N.B. LTD. by /s/ Xxxxxxx Xx Xxxxxxxx Xxxxxxx Xx Xxxxxxxx President Chief Executive Officer SHAREHOLDER’S ACCEPTANCE Irrevocably accepted and agreed this 21st day of June, 2007. SIGNED, SEALED & DELIVERED in the presence of: /s/ Xxxxxxxx X. Xxxxxx /s/ D. Xxxxx Xxxxx (seal) Witness D. Xxxxx XxxxxXxxxx Address for notice: 0xx Xxxxx 0000 Xxxxx Xxxxxx LaSalle, Québec H8N 1A1 Facsimile: 514.368.3635 Registered Shareholder Number of Company Shares Number of Convertible Securities D. Xxxxx Xxxxx 230,000 Nil 3349942 Canada Inc. 4,490,024 Nil 3414116 Canada Inc. 910,217 Nil 4273281 Canada Inc. 39,272 Nil

Appears in 1 contract

Samples: Lock Up Agreement (Symmetry Holdings Inc)

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Gifts to Charity. Notwithstanding anything else contained herein, the Shareholders shall be entitled, after the Final Order issued and prior to the Effective Time, to donate to any “registered charity”, within the meaning of the Tax Act, up to an aggregate of 9.9% of its Company Shares, provided that: (a) Acquisitionco is satisfied, in its sole discretion, that any such gift will not adversely affect (i) Acquisitionco in connection with the Arrangement, (ii) the completion of the Arrangement, (iii) Acquisitionco’s ability to acquire Company Shares pursuant to the Arrangement, or (iv) Acquisitionco’s ability to avail itself of the Bump; (b) the donee registered charity agrees to be bound by this Agreement with respect to such transferred Company Shares; (c) the Shareholder shall cause the donee charity to comply with its obligations under this Agreement; and (d) prior to any such transfer, the donee charity has provided a representation to Acquisitionco in writing confirming that after the receipt of such donation, the donee charity would not be a “specified shareholder” of the Company for the purposes of paragraph 88(1)(c)(vi) of the Tax Act. If the foregoing accurately reflects the terms and conditions of our agreement, would you kindly indicate your acceptance hereof by signing, dating and returning to Symmetry and Acquisitionco the enclosed duplicate original of this Agreement by facsimile or otherwise. SYMMETRY HOLDINGS, INC. by /s/ Xxxxxxx Xx Xxxxxxxx Xxxxxxx Xx Xxxxxxxx Chief Executive Officer 632422 N.B. LTD. by /s/ Xxxxxxx Xx Xxxxxxxx Xxxxxxx Xx Xxxxxxxx President SHAREHOLDER’S ACCEPTANCE Irrevocably accepted and agreed this 21st day of June, 2007. SIGNED, SEALED & DELIVERED in the presence of: /s/ Xxxxxxxx X. Xxxxxx /s/ D. Xxxxx Xxxxx (seal) Witness D. Xxxxx XxxxxPresident

Appears in 1 contract

Samples: Lock Up Agreement (Symmetry Holdings Inc)

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