Holdco Alternative. (a) Xxxx Xxxxxx will permit persons (“Qualifying Holdco Shareholders”) that, (A) are resident in Canada for purposes of the Tax Act (including a “Canadian partnership” as defined for the purposes of the Tax Act); (B) are not exempt from tax under Part I of the Tax Act; (C) are registered owners of Norbord Shares as of the date that is 10 days prior to the Norbord Meeting; and (D) elect in respect of such Norbord Shares, by notice in writing provided to Xxxx Xxxxxx (or the Depositary) not later than 5:00 p.m. (Toronto time) on the date that is 10 days prior to the Norbord Meeting (the “Holdco Election Date”), to sell all of the issued shares of a corporation (“Qualifying Holdco”), which shall not be comprised of more than one class of common shares, the terms and conditions of which shall be determined in consultation with Xxxx Xxxxxx (the “Holdco Alternative”), provided that:
Holdco Alternative. Each Shareholder shall be entitled to transfer its Shares to a newly-incorporated corporation (a "Holdco") and transfer the Holdco Shares to Canco as provided in Section 2.2(a) provided that each of the following conditions are satisfied on or prior to and as of the Effective Date:
Holdco Alternative. (a) New Gold will permit persons (“Qualifying Holdco Shareholders”) who are (a) resident in Canada for purposes of the Tax Act (including a partnership if all of the members of the partnership are resident in Canada), and (b) shareholders of a corporation that meets the conditions described below in this section (a “Qualifying Holdco”) to elect in respect of all of the Western Common Shares held by such Qualifying Holdco, by notice in writing provided to New Gold (or the Depositary) not later than 5:00 p.m. (Toronto time) on the 12th Business Day prior to the Effective Date (the “Holdco Election Date”), to sell such Western Common Shares through a Qualifying Holdco (the “Holdco Alternative”) provided that:
Holdco Alternative. (a) The Purchaser will permit persons (“Qualifying Holdco Shareholders”) that, (A) are resident in Canada for purposes of the Tax Act (including a partnership if all of the members of the partnership are resident in Canada); (B) are not exempt from tax under Part I of the Tax Act; (C) are registered owners of Corporation Shares as of the date that is 10 Business Days after the date of mailing of the Circular; and (D) elect in respect of such Corporation Shares, by notice in writing provided to the Purchaser (or the Depositary) not later than 5:00 p.m. (Toronto time) on the date that is 15 Business Days after the date of mailing of the Circular (the “Holdco Election Date”), to sell all of the issued shares of a corporation (“Qualifying Holdco”), which shall not be comprised of more than one class of common shares, the terms and conditions of which shall be determined in consultation with the Purchaser (the “Holdco Alternative”), provided that:
Holdco Alternative. (a) Subject to receipt of all required regulatory approvals, Acquisitionco will permit persons (“Qualifying Holdco Shareholders”) who (i) are resident in Canada for purposes of the Tax Act, (ii) are not exempt from tax under Part I of the Tax Act, and (iii) are registered owners of the Company Shares and elect in respect of such Company Shares, by notice in writing provided to Acquisitionco (or the Depositary) no later than 5:00 p.m. (Montreal time) on the 15th Business Day prior to the Effective Date (the “Holdco Election Date”) to sell shares of a “Qualifying Holdco” (the “Holdco Alternative”) provided that:
Holdco Alternative. (a) Subject to receipt of all required regulatory approvals, Acquireco will permit Persons (“Qualifying Holdco Shareholders”) who are, (a) resident in Canada for purposes of the Tax Act (including a partnership if all of the members of the partnership are resident in Canada), and (b) registered and beneficial owners of Shares (directly or indirectly through a Qualifying Holdco) as of the Effective Date, and (c) shareholders of a corporation that meets the conditions described below in this section 2.8 (a “Qualifying Holdco”) to elect in respect of such Shares (or Shares held by such Qualifying Holdco), by notice in writing provided to Acquireco (or the Depositary) not later than 5:00 p.m. (Toronto time) on the 10th Business Day prior to the Effective Date (the “Holdco Election Date”), to sell such Shares through a Qualifying Holdco (the “Holdco Alternative”) provided that:
Holdco Alternative. Parent agrees that the Offer will provide that, if a corporation (a “Holdco”) incorporated under the laws of Canada or the Province of Ontario and having no assets other than Shares and no liabilities whatsoever (other than liabilities acceptable to Parent acting reasonably) is the beneficial owner and holder of record of Shares, all but not less than all of the shareholders of Holdco (“Holdco Shareholders”) will be entitled jointly to elect (the “Holdco Election”) to accept the Offer by selling to the Offeror all of the outstanding shares of Holdco for an aggregate price equal to the aggregate value of the Shares held by Holdco (based on a price per Share equal to the consideration offered to each Shareholder whose Shares are taken up by the Offeror under the Offer); provided that, the Holdco Shareholder(s) shall have entered into a share purchase agreement with the Offeror at least three business days prior to the Expiry Time substantially in the form of the agreement attached to this Agreement as Schedule C.
Holdco Alternative. Each Franco-Nevada Shareholder shall be entitled to transfer its Franco-Nevada Shares to a newly-incorporated corporation (a "HOLDCO") and sell the Holdco Shares to either NSULC or Acquisitionco as provided in (S)2.3(a) provided that each of the following conditions are satisfied on or prior to and as of the Effective Date:
Holdco Alternative. The Offer will permit any Person (“Holdco Shareholders”) who is the sole registered and beneficial owner, free and clear of all Liens, of all of the shares of a corporation (“Holdco”) to elect in respect of all the Shares held by such Holdco (the “Holdco Election”) to have all the issued and outstanding shares of the Holdco (“Holdco Shares”) transferred to the Purchaser in exchange for the consideration which such Holdco would have been entitled to receive if the Shares held by such Holdco had been deposited by such Holdco to the Offer and acquired directly by the Purchaser pursuant to the Offer (a “Holdco Alternative”), such transfer of Holdco Shares to be made pursuant to an agreement between the Purchaser and the Holdco Shareholder substantially in the form of the Agreement set out in Schedule B hereto. Notwithstanding anything to the contrary in this Agreement or the Bid Escrow Agreement, the Significant Shareholders shall retain the right at any time to determine to deposit the TS Sterlite Shares under the Offer in lieu of the Twin Star Shares.
Holdco Alternative. (a) CanCo 1 will permit any Person (a “Qualifying Holdco Shareholder”) that is a registered owner of Company Common Shares before the 10th Business Day prior to the Effective Time and is not a non-resident of Canada within the meaning of the Tax Act, to elect in respect of such Company Common Shares, by notice in writing provided to CanCo 1 and Parent not later than 5:00 p.m. on the 10th Business Day prior to the Effective Date (the “Holdco Election Date”), to sell to CanCo 1 all of the issued shares of a corporation (a “Qualifying Holdco”), which shall not be comprised of more than one class of shares, that meets the conditions described below (collectively, the “Holdco Alternative”):
