Common use of Improper Sale Clause in Contracts

Improper Sale. If any person or company, other than the Shareholders, carries out or purports to carry out a sale (including an indirect sale) of Multiple Voting Shares that the Shareholders are restricted from carrying out pursuant to Section 2.2, the Shareholders shall not and the Trustee shall take all reasonable steps to ensure that the Shareholders shall not and shall not be permitted to, at or after the time such sale becomes effective, do any of the following with respect to any of the Multiple Voting Shares so sold or purported to be sold: (a) sell them without the prior written consent of the Trustee; (b) convert them into Subordinate Voting Shares without the prior written consent of the Trustee; or (c) exercise any voting rights attaching to them except in accordance with the written instructions of the Trustee, with which the Shareholders shall comply. Without limiting the generality of the foregoing, the Trustee shall exercise the above rights in a manner that the Trustee, on the advice of counsel, considers to be: (i) in the best interests of the SVS Holders, other than the Shareholders and SVS Holders who, in the opinion of the Trustee, participated directly or indirectly in the transaction that triggered the operation of this Section 2.4; and (ii) consistent with the intentions of the Shareholders and the Company in entering into this Agreement as such intentions are set out in the Recitals hereto. In the event that an indirect sale of Multiple Voting Shares that is referred to in this Section 2.4 occurs and this Section 2.4 is applicable to such sale, the Shareholders shall have no liability under this Agreement in respect of such sale, provided that the Shareholders are in compliance with all other provisions of this Agreement, including the provisions of this Section 2.4.

Improper Sale. If any person or company, other than the Shareholders, carries out or purports to carry out a sale (including an indirect sale) of Multiple Voting Shares that or Units owned by the Shareholders or over which the Shareholders exercise direction or control, in each case directly or indirectly, from time to time, and the Shareholders are restricted from carrying out such sale pursuant to Section 2.2, the Shareholders shall not and the Trustee shall take all reasonable necessary steps to ensure that the Shareholders shall not and shall not be permitted to, at or after the time such sale becomes effective, do any of the following with respect to any of the Multiple Voting Shares or Units so sold or purported to be sold: (a) sell them without the prior written consent of the Trustee; (b) convert them into (or in the case of Units, redeem them in exchange for) Subordinate Voting Shares without the prior written consent of the Trustee; or (c) exercise any voting rights attaching to them except in accordance with the written instructions of the Trustee, with which the Shareholders shall comply. Without limiting the generality of the foregoing, the Trustee shall exercise the above rights in a manner that the Trustee, on the advice of counsel, considers to be: (i) in the best interests of the SVS Holders, other than the Shareholders and SVS Holders who, in the opinion of the Trustee, participated directly or indirectly in the transaction that triggered the operation of this Section 2.4; and (ii) consistent with the intentions of the Shareholders and the Company in entering into this Agreement as such intentions are set out in the Recitals hereto. In the event that an indirect sale of Multiple Voting Shares Sh ares or Units that is referred to in this Section 2.4 occurs and this Section 2.4 is applicable to such sale, the Shareholders shall have no liability under this Agreement in respect of such sale, provided that the Shareholders are in compliance with all other provisions of this Agreement, including the provisions of this Section 2.4.

Improper Sale. If any person or company, other than the Shareholders, carries out or purports to carry out a sale (including an indirect sale) of Multiple Super Voting Shares that the Shareholders are restricted from carrying out pursuant to Section 2.2, the Shareholders shall not and the Trustee shall take all reasonable necessary steps to ensure that the Shareholders shall not and shall not be permitted to, at or after the time such sale becomes effective, do any of the following with respect to any of the Multiple Super Voting Shares so sold or purported to be sold: (a) sell dispose of them without the prior written consent of the Trustee; (b) convert them into Subordinate Multiple Voting Shares without the prior written consent of the Trustee; or (c) exercise any voting rights attaching to them except in accordance with the written instructions of the Trustee, with which the Shareholders shall comply. Without limiting the generality of the foregoing, the Trustee shall exercise the above rights in a manner that the Trustee, on the advice of counsel, considers to be: (i) in the best interests of the SVS Holders, other than the Shareholders and SVS the Holders who, in the opinion of the Trustee, participated directly or indirectly in the transaction that triggered the operation of this Section 2.4; and (ii) consistent with the intentions of the Shareholders and the Company Corporation in entering into this Agreement as such intentions are set out in the Recitals hereto. In the event that an indirect sale of Multiple Voting Shares that is referred to in this Section 2.4 occurs and this Section 2.4 is applicable to such sale, the Shareholders shall have no liability under this Agreement in respect of such sale, provided that the Shareholders are in compliance with all other provisions of this Agreement, including the provisions of this Section 2.4.

Improper Sale. If any person or company, other than the ShareholdersShareholder, carries out or purports to carry out a sale (including an indirect sale) of Multiple Super Voting Shares that owned by the Shareholders are Shareholder or over which the Shareholder exercises direction or control, in each case directly or indirectly, from time to time, and the Shareholder is restricted from carrying out such sale pursuant to Section 2.2, the Shareholders Shareholder shall not and the Trustee shall take all reasonable necessary steps to ensure that the Shareholders Shareholder shall not and shall not be permitted to, at or after the time such sale becomes effective, do any of the following with respect to any of the Multiple Super Voting Shares so sold or purported to be sold: (a) sell them without the prior written consent of the Trustee; (b) convert them into Subordinate Multiple Voting Shares without the prior written consent of the Trustee; or (c) exercise any voting rights attaching to them except in accordance with the written instructions of the Trustee, with which the Shareholders Shareholder shall comply. Without limiting the generality of the foregoing, the Trustee shall exercise the above rights in a manner that the Trustee, on the advice of counsel, considers to be: (i) in the best interests of the SVS Holders, other than the Shareholders Shareholder and SVS Holders who, in the opinion of the Trustee, participated directly or indirectly in the transaction that triggered the operation of this Section 2.4; and (ii) consistent with the intentions of the Shareholders Shareholder and the Company in entering into this Agreement as such intentions are set out in the Recitals hereto. In the event that an indirect sale of Multiple Super Voting Shares that is referred to in this Section 2.4 occurs and this Section 2.4 is applicable to such sale, the Shareholders Shareholder shall have no liability under this Agreement in respect of such sale, provided that the Shareholders are Shareholder is in compliance with all other provisions of this Agreement, including the provisions of this Section 2.4.

Improper Sale. If any person or company, other than the Shareholders, carries out or purports to carry out a sale (including an indirect sale) of Multiple Voting Shares that the Shareholders are restricted from carrying out pursuant to Section 2.2, the Shareholders shall not and the Trustee shall take all reasonable necessary steps to ensure that the Shareholders shall not and shall not be permitted to, at or after the time such sale becomes effective, do any of the following with respect to any of the Multiple Voting Shares so sold or purported to be sold: (a) sell them without the prior written consent of the Trustee; (b) convert them into Subordinate Voting Shares without the prior written consent of the Trustee; or (c) exercise any voting rights attaching to them except in accordance with the written instructions of the Trustee, with which the Shareholders shall comply. Without limiting the generality of the foregoing, the Trustee shall exercise the above rights in a manner that the Trustee, on the advice of counsel, considers to be: (i) in the best interests of the SVS Holders, other than the Shareholders and SVS Holders who, in the opinion of the Trustee, participated directly or indirectly in the transaction that triggered the operation of this Section 2.4; and (ii) consistent with the intentions of the Shareholders and the Company in entering into this Agreement as such intentions are set out in the Recitals hereto. In the event that an indirect sale of Multiple Voting Shares that is referred to in this Section 2.4 occurs and this Section 2.4 is applicable to such sale, the Shareholders shall have no liability under this Agreement in respect of such sale, provided that the Shareholders are in compliance with all other provisions of this Agreement, including the provisions of this Section 2.4.

Improper Sale. If any person or company, company other than the Shareholders, Class B Shareholder carries out or purports to carry out a sale (including an indirect sale described in section 2.2(a) above in respect of any Class B Shares owned from time to time by the Class B Shareholder, unless section 2.3(a) above applies in respect of the sale) of Multiple Voting Shares that the Shareholders are restricted from carrying out pursuant to Section 2.2, the Shareholders shall Class B Shareholder will not and the Trustee shall take all reasonable steps to ensure that the Shareholders shall not and shall not be permitted to, at or after the time such the sale becomes effective, effective or thereafter do any of the following with respect to any of the Multiple Voting Class B Shares so sold or purported to be sold: : (a) sell dispose of them without the prior written consent of the Trustee; ; or (b) convert them into Subordinate Voting Shares without the prior written consent of the Trustee; or (c) exercise any voting rights attaching to them except in accordance with the written instructions of the Trustee, and the Class B Shareholder will comply with which the Shareholders shall complysuch instructions. Without limiting the generality of the foregoing, The Trustee may attach conditions to any instructions the Trustee shall gives in exercising its rights hereunder. The Trustee will exercise the above such rights in a manner that the Trustee, on the advice of counsel, Trustee considers to be: (i) in the best interests of the SVS Holdersholders of the Class A Shares, other than the Shareholders Class B Shareholder and SVS Holders holders who, in the opinion of the Trustee, acting on the advice of counsel, participated directly or indirectly in the transaction that triggered the operation of this Section section 2.4; and (ii) consistent with the intentions of the Shareholders Class B Shareholder and the Company Manager in entering into this Agreement as such intentions are set out in the Recitals heretorecitals to this Agreement. In the event that If an indirect sale of Multiple Voting Class B Shares that is referred to in this Section section 2.4 occurs and this Section section 2.4 is applicable to such the sale, the Shareholders shall Class B Shareholder will have no liability under this Agreement in respect of such the sale, provided that the Shareholders are Class B Shareholder is in compliance with all other provisions of this Agreement, including including, without limitation, the provisions of section 2.5(a) below and this Section section 2.4.

Improper Sale. If any person or company, other than the Shareholders, carries out or purports to carry out a sale (including an indirect sale) of Multiple Proportionate Voting Shares that the Shareholders are restricted from carrying out pursuant to Section 2.2, the Shareholders shall not and the Trustee shall take all reasonable necessary steps to ensure that the Shareholders shall not and shall not be permitted to, at or after the time such sale becomes effective, do any of the following with respect to any of the Multiple Proportionate Voting Shares so sold or purported to be sold: (a) sell them without the prior written consent of the Trustee; (b) convert them into Subordinate Voting Shares without the prior written consent of the Trustee; or (c) exercise any voting rights attaching to them except in accordance with the written instructions of the Trustee, with which the Shareholders shall comply. Without limiting the generality of the foregoing, the Trustee shall exercise the above rights in a manner that the Trustee, on the advice of counsel, considers to be: (i) in the best interests of the SVS Holders, other than the Shareholders and SVS Holders who, in the opinion of the Trustee, participated directly or indirectly in the transaction that triggered the operation of this Section 2.4; and (ii) consistent with the intentions of the Shareholders and the Company in entering into this Agreement as such intentions are set out in the Recitals hereto. In the event that an indirect sale of Multiple Proportionate Voting Shares that is referred to in this Section 2.4 occurs and this Section 2.4 is applicable to such sale, the Shareholders shall have no liability under this Agreement in respect of such sale, provided that the Shareholders are in compliance with all other provisions of this Agreement, including the provisions of this Section 2.4.

Improper Sale. If any person or company, other than the ShareholdersShareholder, carries out or purports to carry out a sale (including an indirect sale) of Multiple Super Voting Shares that the Shareholders are Shareholder is restricted from carrying out pursuant to Section 2.2, the Shareholders Shareholder shall not and the Trustee shall take all reasonable necessary steps to ensure that the Shareholders Shareholder shall not and shall not be permitted to, at or after the time such sale becomes effective, do any of the following with respect to any of the Multiple Super Voting Shares so sold or purported to be sold: (a) sell dispose of them without the prior written consent of the Trustee; (b) convert them into Subordinate Voting Shares without the prior written consent of the Trustee; or (c) exercise any voting rights attaching to them except in accordance with the written instructions of the Trustee, with which the Shareholders Shareholder shall comply. Without limiting the generality of the foregoing, the Trustee shall exercise the above rights in a manner that the Trustee, on the advice of counsel, considers to be: (i) in the best interests of the SVS Holders, other than the Shareholders Shareholder and SVS the Holders who, in the opinion of the Trustee, participated directly or indirectly in the transaction that triggered the operation of this Section 2.4; and (ii) consistent with the intentions of the Shareholders Shareholder and the Company Corporation in entering into this Agreement as such intentions are set out in the Recitals hereto. In the event that an indirect sale of Multiple Voting Shares that is referred to in this Section 2.4 occurs and this Section 2.4 is applicable to such sale, the Shareholders shall have no liability under this Agreement in respect of such sale, provided that the Shareholders are in compliance with all other provisions of this Agreement, including the provisions of this Section 2.4.

Improper Sale. If any person or company, other than the Shareholders, carries out or purports to carry out a sale (including an indirect sale) of Multiple Proportionate Voting Shares that the Shareholders are restricted from carrying out pursuant to Section 2.2, the Shareholders shall not and the Trustee shall take all reasonable necessary steps to ensure that the Shareholders shall not and shall not be permitted to, at or after the time such sale becomes effective, do any of the following with respect to any of the Multiple Proportionate Voting Shares so sold or purported to be sold: (a) sell them without the prior written consent of the Trustee; (b) convert them into Subordinate Voting Common Shares without the prior written consent of the Trustee; or (c) exercise any voting rights attaching to them except in accordance with the written instructions of the Trustee, with which the Shareholders shall comply. Without limiting the generality of the foregoing, the Trustee shall exercise the above rights in a manner that the Trustee, on the advice of counselCounsel, considers to be: (i) in the best interests of the SVS CS Holders, other than the Shareholders and SVS CS Holders who, in the opinion of the Trustee, relying on Counsel, participated directly or indirectly in the transaction that triggered the operation of this Section 2.4; and (ii) consistent with the intentions of the Shareholders and the Company in entering into this Agreement as such intentions are set out in the Recitals hereto. In the event that an indirect sale of Multiple Proportionate Voting Shares that is referred to in this Section 2.4 occurs and this Section 2.4 is applicable to such sale, the Shareholders shall have no liability under this Agreement in respect of such sale, provided that the Shareholders are in compliance with all other provisions of this Agreement, including the provisions of this Section 2.4.

Improper Sale. ‌ (1) If any person or company, other than the ShareholdersMVS Holders, carries out or purports to carry out a sale (including an indirect sale) of Multiple Voting Shares that owned by the Shareholders MVS Holders or over which the MVS Holders exercise direction or control, in each case directly or indirectly, from time to time, and the MVS Holders are restricted from carrying out such sale pursuant to Section 2.2, 2.2 (taking into account Section 2.3): (i) the Shareholders MVS Holders shall not perform any act or omit to perform any act; and (ii) the Trustee shall take all reasonable necessary steps to ensure that the Shareholders MVS Holders shall not not, and shall not be permitted to, at or after the time such sale becomes effective, do any of the following with respect to any of the Multiple Voting Shares so sold or purported to be sold: (a) sell them without the prior written consent of the Trustee; (b) convert them into Subordinate Limited Voting Shares without the prior written consent of the Trustee; or (c) exercise any voting rights attaching to them except in accordance with the written instructions of the Trustee, with which the Shareholders MVS Holders shall comply. . (2) Without limiting the generality of the foregoing, the Trustee shall exercise the above rights in a manner that the Trustee, relying on the advice of counselCounsel, considers to be: (i) in the best interests of the SVS Limited Voting Holders, other than the Shareholders MVS Holders and SVS Limited Voting Holders who, in the opinion of the Trustee, relying on Counsel, participated directly or indirectly in the transaction that triggered the operation of this Section 2.4; and (ii) consistent with the intentions of the Shareholders MVS Holders and the Company in entering into this Agreement as such intentions are set out in the Recitals hereto. In the event that an indirect sale of Multiple Voting Shares that is referred to in this Section 2.4 occurs and this Section 2.4 is applicable to such sale, the Shareholders MVS Holders shall have no liability under this Agreement in respect of such sale, provided that the Shareholders applicable MVS Holders are in compliance with all other provisions of this Agreement, including the provisions of this Section 2.4.

Improper Sale. If any person or company, other than the ShareholdersShareholder, carries out or purports to carry out a sale (including an indirect sale) of Multiple Voting Shares that owned by the Shareholders are Shareholder or over which the Shareholder exercises direction or control, in each case directly or indirectly, from time to time, and the Shareholder is restricted from carrying out such sale pursuant to Section 2.2, the Shareholders Shareholder shall not and the Trustee shall take all reasonable necessary steps to ensure that the Shareholders Shareholder shall not and shall not be permitted to, at or after the time such sale becomes effective, do any of the following with respect to any of the Multiple Voting Shares so sold or purported to be sold: (a) sell them without the prior written consent of the Trustee; (b) convert them into Subordinate Voting Shares without the prior written consent of the Trustee; or (c) exercise any voting rights attaching to them except in accordance with the written instructions of the Trustee, with which the Shareholders Shareholder shall comply. Without limiting the generality of the foregoing, the Trustee shall exercise the above rights in a manner that the Trustee, on the advice of counsel, considers to be: (i) in the best interests of the SVS Holders, other than the Shareholders Shareholder and SVS Holders who, in the opinion of the Trustee, participated directly or indirectly in the transaction that triggered the operation of this Section 2.4; and (ii) consistent with the intentions of the Shareholders Shareholder and the Company in entering into this Agreement as such intentions are set out in the Recitals hereto. In the event that an indirect sale of Multiple Voting Shares that is referred to in this Section 2.4 occurs and this Section 2.4 is applicable to such sale, the Shareholders Shareholder shall have no liability under this Agreement in respect of such sale, provided that the Shareholders are Shareholder is in compliance with all other provisions of this Agreement, including the provisions of this Section 2.4.

Improper Sale. If any person or company, other than the ShareholdersShareholder, carries out or purports to carry out a sale (including an indirect sale) of Multiple Voting Shares that owned by the Shareholders are or over which it exercises direction or control, directly or indirectly, from time to time, and the Shareholder is restricted from carrying out such sale pursuant to Section 2.2, the Shareholders Shareholder shall not and the Trustee shall take all reasonable necessary steps to ensure that the Shareholders Shareholder shall not and shall not be permitted to, at or after the time such sale becomes effective, do any of the following with respect to any of the Multiple Voting Shares so sold or purported to be sold: (a) sell them without the prior written consent of the Trustee; (b) convert them into Subordinate Voting Shares without the prior written consent of the Trustee; or (c) exercise any voting rights attaching to them except in accordance with the written instructions of the Trustee, with which the Shareholders Shareholder shall comply. Without limiting the generality of the foregoing, the Trustee shall exercise the above rights in a manner that the Trustee, on the advice of counsel, considers to be: (i) in the best interests of the SVS Holders, other than the Shareholders Shareholder and SVS Holders who, in the opinion of the Trustee, participated directly or indirectly in the transaction that triggered the operation of this Section 2.4; and (ii) consistent with the intentions of the Shareholders Shareholder and the Company in entering into this Agreement as such intentions are set out in the Recitals hereto. In the event that an indirect sale of Multiple Voting Shares that is referred to in this Section 2.4 occurs and this Section 2.4 is applicable to such sale, the Shareholders Shareholder shall have no liability under this Agreement in respect of such sale, provided that the Shareholders are Shareholder is in compliance with all other provisions of this Agreement, including the provisions of this Section 2.4.

Improper Sale. (a) If any person or company, other than the Shareholders, carries out or purports to carry out a sale (including an indirect sale) of Multiple Voting Shares that the Shareholders are restricted from carrying out pursuant to Section 2.2, the Shareholders shall not and the Trustee shall take all reasonable steps to ensure that the Shareholders shall not and shall not be permitted to, at or after the time such sale becomes effective, do any of the following with respect to any of the Multiple Voting Shares so sold or purported to be sold: (ai) sell them without the prior written consent of the Trustee; (bii) convert them into Subordinate Voting Shares without the prior written consent of the Trustee; or (ciii) exercise any voting rights attaching to them except in accordance with the written instructions of the Trustee, with which the Shareholders shall comply. . (b) Without limiting the generality of the foregoing, the Trustee shall exercise the above rights in a manner that the Trustee, on the advice of counsel, considers to be: : (i) in the best interests of the SVS Holders, other than the Shareholders and SVS Holders who, in the opinion of the Trustee, participated directly or indirectly in the transaction that triggered the operation of this Section 2.4; and and (ii) consistent with the intentions of the Shareholders and the Company in entering into this Agreement as such intentions are set out in the Recitals hereto. . (c) In the event that an indirect sale of Multiple Voting Shares that is referred to in this Section 2.4 occurs and this Section 2.4 is applicable to such sale, the Shareholders shall have no liability under this Agreement in respect of such sale, provided that the Shareholders are in compliance with all other provisions of this Agreement, including the provisions of this Section 2.4.

Improper Sale. If any person or company, other than the Shareholders, carries out or purports to carry out a sale (including an indirect sale) of Multiple Super Voting Shares that the Shareholders are restricted from carrying out pursuant to Section 2.2, the Shareholders shall not and the Trustee shall take all reasonable necessary steps to ensure that the Shareholders shall not and shall not be permitted to, at or after the time such sale becomes effective, do any of the following with respect to any of the Multiple Super Voting Shares so sold or purported to be sold: (a) sell dispose of them without the prior written consent of the Trustee; (b) convert them into Subordinate Voting Shares without the prior written consent of the Trustee; or (c) exercise any voting rights attaching to them except in accordance with the written instructions of the Trustee, with which the Shareholders shall comply. Without limiting the generality of the foregoing, the Trustee shall exercise the above rights in a manner that the Trustee, on the advice of counsel, considers to be: (i) in the best interests of the SVS Holders, other than the Shareholders and SVS the Holders who, in the opinion of the Trustee, participated directly or indirectly in the transaction that triggered the operation of this Section 2.4; and (ii) consistent with the intentions of the Shareholders and the Company Corporation in entering into this Agreement as such intentions are set out in the Recitals hereto. In the event that an indirect sale of Multiple Voting Shares that is referred to in this Section 2.4 occurs and this Section 2.4 is applicable to such sale, the Shareholders shall have no liability under this Agreement in respect of such sale, provided that the Shareholders are in compliance with all other provisions of this Agreement, including the provisions of this Section 2.4.

Improper Sale. If any person or companyPerson, other than the Shareholders, carries out or purports to carry out a sale (including an indirect sale) of Multiple Voting Shares that the Shareholders are restricted from carrying out pursuant to Section 2.2, the Shareholders shall not and the Trustee shall take all reasonable necessary steps to ensure that the Shareholders shall not and shall not be permitted to, at or after the time such sale becomes effective, do any of the following with respect to any of the Multiple Voting Shares so sold or purported to be sold: (a) sell them without the prior written consent of the Trustee; (b) convert them into Subordinate Voting Shares without the prior written consent of the Trustee; or (c) exercise any voting rights attaching to them except in accordance with the written instructions of the Trustee, with which the Shareholders shall comply. Without limiting the generality of the foregoing, the Trustee shall exercise the above rights in a manner that the Trustee, on the advice of counsel, considers to be: (i) in the best interests of the SVS Holders, other than the Shareholders and SVS Holders who, in the opinion of the Trustee, participated directly or indirectly in the transaction that triggered the operation of this Section 2.4; and (ii) consistent with the intentions of the Shareholders and the Company in entering into this Agreement as such intentions are set out in the Recitals hereto. In the event that an indirect a sale of Multiple Voting Shares that is referred to in this Section 2.4 occurs and this Section 2.4 is applicable to such sale, the Shareholders shall have no liability under this Agreement in respect of such sale, provided that the Shareholders are in compliance with all other provisions of this Agreement, including the provisions of this Section 2.4.

Improper Sale. ‌ If any person or company, other than the Shareholders, carries out or purports to carry out a sale (including an indirect sale) of Multiple Proportionate Voting Shares that the Shareholders are restricted from carrying out pursuant to Section 2.2, the Shareholders shall not and the Trustee shall take all reasonable necessary steps to ensure that the Shareholders shall not and shall not be permitted to, at or after the time such sale becomes effective, do any of the following with respect to any of the Multiple Proportionate Voting Shares so sold or purported to be sold: (a) sell them without the prior written consent of the Trustee; (b) convert them into Subordinate Voting Shares without the prior written consent of the Trustee; or (c) exercise any voting rights attaching to them except in accordance with the written instructions of the Trustee, with which the Shareholders shall comply. Without limiting the generality of the foregoing, the Trustee shall exercise the above rights in a manner that the Trustee, on the advice of counsel, considers to be: (i) in the best interests of the SVS Subordinate Holders, other than the Shareholders and SVS Subordinate Holders who, in the opinion of the Trustee, participated directly or indirectly in the transaction that triggered the operation of this Section 2.4; and (ii) consistent with the intentions of the Shareholders and the Company in entering into this Agreement as such intentions are set out in the Recitals hereto. In the event that an indirect sale of Multiple Proportionate Voting Shares that is referred to in this Section 2.4 occurs and this Section 2.4 is applicable to such sale, the Shareholders shall have no liability under this Agreement in respect of such sale, provided that the Shareholders are in compliance with all other provisions of this Agreement, including the provisions of this Section 2.4.

Improper Sale. ‌ If any person or company, other than the Shareholders, carries out or purports to carry out a sale (including an indirect sale) of Multiple Voting Shares that the Shareholders are restricted from carrying out pursuant to Section 2.2, the Shareholders shall not and the Trustee shall take all reasonable necessary steps to ensure that the Shareholders shall not and shall not be permitted to, at or after the time such sale becomes effective, do any of the following with respect to any of the Multiple Voting Shares so sold or purported to be sold: (a) sell them without the prior written consent of the Trustee; (b) convert them into Subordinate Voting Shares without the prior written consent of the Trustee; or (c) exercise any voting rights attaching to them except in accordance with the written instructions of the Trustee, with which the Shareholders shall comply. Without limiting the generality of the foregoing, the Trustee shall exercise the above rights in a manner that the Trustee, on the advice of counsel, considers to be: (i) in the best interests of the SVS Holders, other than the Shareholders and SVS Holders who, in the opinion of the Trustee, participated directly or indirectly in the transaction that triggered the operation of this Section 2.4; and (ii) consistent with the intentions of the Shareholders and the Company in entering into this Agreement as such intentions are set out in the Recitals hereto. In the event that an indirect sale of Multiple Voting Shares that is referred to in this Section 2.4 occurs and this Section 2.4 is applicable to such sale, the Shareholders shall have no liability under this Agreement in respect of such sale, provided that the Shareholders are in compliance with all other provisions of this Agreement, including the provisions of this Section 2.4.

Improper Sale. If any person or company, other than the ShareholdersShareholder, carries out or purports to carry out a sale (including an indirect sale) of Multiple Voting Shares that owned by the Shareholders are Shareholder or over which the Shareholder exercises direction or control, in each case directly or indirectly, from time to time, and the Shareholder is restricted from carrying out such sale pursuant to Section 2.2, the Shareholders Shareholder shall not and the Trustee shall take all reasonable necessary steps to ensure that the Shareholders Shareholder shall not and shall not be permitted to, at or after the time such sale becomes effective, do any of the following with respect to any of the Multiple Voting Shares so sold or purported to be sold: (a) sell them without the prior written consent of the Trustee; (b) convert them into Subordinate Subordinated Voting Shares without the prior written consent of the Trustee; or (c) exercise any voting rights attaching to them except in accordance with the written instructions of the Trustee, with which the Shareholders Shareholder shall comply. Without limiting the generality of the foregoing, the Trustee shall exercise the above rights in a manner that the Trustee, relying on the advice of counselCounsel, considers to be: (i) in the best interests of the SVS Holders, other than the Shareholders Shareholder and SVS Holders who, in the opinion of the Trustee, relying on Counsel, participated directly or indirectly in the transaction that triggered the operation of this Section 2.4; and (ii) consistent with the intentions of the Shareholders Shareholder and the Company in entering into this Agreement as such intentions are set out in the Recitals hereto. In the event that an indirect sale of Multiple Voting Shares that is referred to in this Section 2.4 occurs and this Section 2.4 is applicable to such sale, the Shareholders Shareholder shall have no liability under this Agreement in respect of such sale, provided that the Shareholders are Shareholder is in compliance with all other provisions of this Agreement, including the provisions of this Section 2.4.