Ineligible Shareholders. (a) B2Gold will be under no obligation under this agreement to allot or issue, and will not issue, any B2Gold Shares to any Ineligible Shareholder and, instead, will issue the B2Gold Shares to which the Ineligible Shareholder would have otherwise been entitled to a Nominee appointed by B2Gold, in trust for the Ineligible Shareholder who is the beneficial owner thereof. (b) B2Gold will procure that, as soon as reasonably practicable and in any event not more than 15 Business Days after the Implementation Date, the Nominee: (i) sells all of the B2Gold Shares issued to the Nominee pursuant to clause 4.4(a) outside the United States in such manner, or such financial market, at such price and on such other terms as the Nominee determines in good faith; and (ii) remits to the Ineligible Shareholder the proceeds of sale (after deducting any applicable brokerage, stamp duty and other selling costs, taxes and charges).
Appears in 2 contracts
Samples: Merger Agreement (B2gold Corp), Merger Implementation Agreement
Ineligible Shareholders. (a) B2Gold will be under no obligation under this agreement to allot or issue, and will not issue, any B2Gold Shares to any Ineligible Shareholder and, instead, will issue the B2Gold Shares to which the Ineligible Shareholder would have otherwise been entitled to a Nominee appointed by B2GoldCGA, in trust for the Ineligible Shareholder who is the beneficial owner thereof.
(b) B2Gold CGA will procure that, as soon as reasonably practicable and in any event not more than 15 Business Days after the Implementation Date, the Nominee:
(i) sells all of the B2Gold Shares issued to the Nominee pursuant to clause 4.4(a) outside the United States in such manner, or such financial market, at such price and on such other terms as the Nominee determines in good faith; and
(ii) remits to the Ineligible Shareholder the proceeds of sale (after deducting any applicable brokerage, stamp duty and other selling costs, taxes and charges).
Appears in 1 contract
Samples: Merger Agreement (B2gold Corp)
Ineligible Shareholders. (a) B2Gold will be under no obligation under this agreement to allot or issue, and will not issue, any B2Gold Shares to any Ineligible Shareholder and, instead, will issue the B2Gold Shares to which the Ineligible Shareholder would have otherwise been entitled to a Nominee appointed by B2GoldCGA, in trust for the Ineligible Shareholder who is the beneficial owner thereof.thereof.β
(b) B2Gold CGA will procure that, as soon as reasonably practicable and in any event not more than 15 Business Days after the Implementation Date, the Nominee:
(i) sells all of the B2Gold Shares issued to the Nominee pursuant to clause 4.4(a) outside the United States in such manner, or such financial market, at such price and on such other terms as the Nominee determines in good faith; and
(ii) remits to the Ineligible Shareholder the proceeds of sale (after deducting any applicable brokerage, stamp duty and other selling costs, taxes and charges).
Appears in 1 contract
Samples: Merger Agreement