Liquidation Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco shall have the following rights in respect of the Exchangeable Shares:
(a) Subject to the proviso in Section 5.1(b) that Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Liquidation Call Right, RTO Acquiror and Callco shall each have the overriding right (the “Liquidation Call Right”), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of Canco or any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, pursuant to Section 5 of the Exchangeable Share Provisions, and subject to the sale and purchase contemplated by the Automatic Exchange Right, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror or Callco, as the case may be, to each such holder of an amount per share (the “Liquidation Call Purchase Price”) equal to the Current Market Price of RTO Acquiror Shares on the last Business Day prior to the Liquidation Date plus the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount in accordance with Section 5.1(c). In the event of the exercise of the Liquidation Call Right by RTO Acquiror or Callco, as the case may be, each such holder of Exchangeable Shares (other than RTO Acquiror and its affiliates) shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror or Callco, as the case may be, on the Liquidation Date upon payment by RTO Acquiror or Callco, as the case may be, to such holder of the Liquidation Call Purchase Price for each such share, and Canco shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased.
(b) Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Liquidation Call Right. To exercise the Liquidation Call Right, RTO Acquiror or Callco must no...
Liquidation Call Right. Subject to the requirements of Section 3.2, Parent shall have the overriding right (the “Liquidation Call Right”), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of Exchangeco and notwithstanding Article 6 of the Class B Share Provisions, to purchase from all, but not less than all, of the Class B Shareholders (other than any Class B Shareholder which is an Affiliate of Parent) on the Liquidation Date all, but not less than all, of the Class B Shares held by each such Class B Shareholder on payment by Parent to each such Class B Shareholder an amount per Class B Share equal to the Class B Share Consideration applicable on the Business Day prior to the Liquidation Date (the “Liquidation Call Purchase Price”). In the event of the exercise of the Liquidation Call Right by Parent, each Class B Shareholder (other than any Class B Shareholder which is an Affiliate of Parent) shall be obligated to sell all the Class B Shares held by such Class B Shareholder to Parent on the Liquidation Date on payment by Parent to the Class B Shareholder of the Liquidation Call Purchase Price, less any amounts on account of tax properly withheld in accordance with Section 13.3 of the Class B Share Provisions, for each such Class B Share, and Exchangeco shall have no obligation to pay the Liquidation Amount under Article 6 of the Class B Share Provisions to the holders of such Class B Shares so purchased by Parent.
Liquidation Call Right. The parties hereby acknowledge the rights and obligations of CallCo in respect of the Exchangeable Shares as contained in Section 26.17 of the Exchangeable Share Provisions.
Liquidation Call Right. In the event of the liquidation, dissolution or winding-up of Newco, whether voluntary or involuntary, or any other distribution of the assets of Newco among its shareholders for the purpose of winding-up its affairs, Xxxxxx shall have the overriding right (the "Liquidation Call Right") to purchase all, but not less than all, of the Newco Exchangeable Shares from Sellers for an amount per share (the "Liquidation Call Price") equal to (a) the Current Market Price of the Specified Number of Xxxxxx Common Shares on the last Business Day prior to the date on which Newco's assets shall be distributed to its shareholders in connection with such liquidation, dissolution or winding-up (the "Newco Liquidation Date"), which amount shall be satisfied in full by Xxxxxx causing to be delivered to Sellers the Specified Number of Xxxxxx Common Shares (less any Taxes) plus (b) the amount by which the declared and unpaid dividends on one Newco Exchangeable Share exceed, if at all, the declared and unpaid dividends on the Specified Number of Xxxxxx Common Shares (calculated as of the date of declaration of such dividend or dividends in accordance with the Articles of Incorporation of Newco) (less any Taxes or U.S. Taxes).
Liquidation Call Right. Subject to the requirements of Section 3.2, Callco shall have the overriding right (the “Liquidation Call Right”), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of Exchangeco and notwithstanding Article 6 of the Exchangeable Share Provisions, to purchase from all, but not less than all, of the Exchangeable Shareholders (other than any Exchangeable Shareholder which is an Affiliate of GMS) on the Liquidation Date all, but not less than all, of the Exchangeable Shares held by each such Exchangeable Shareholder on payment by Callco to each such Exchangeable Shareholder an amount per Exchangeable Share equal to the Exchangeable Share Consideration applicable on the Business Day prior to the Liquidation Date (the “Liquidation Call Purchase Price”). In the event of the exercise of the Liquidation Call Right by Callco, each Exchangeable Shareholder (other than any Exchangeable Shareholder which is an Affiliate of GMS) shall be obligated to sell all the Exchangeable Shares held by such Exchangeable Shareholder to Callco on the Liquidation Date on payment by Callco to the Exchangeable Shareholder of the Liquidation Call Purchase Price less any amounts on account of tax required or permitted (to the extent that absent such permitted withholding, the payor would be liable for taxes, interest and/or penalties in connection with the payment) to be deducted and withheld therefrom under applicable law for each such Exchangeable Share and Exchangeco shall have no obligation to pay the Liquidation Amount to the holders of such Exchangeable Shares so purchased by Callco.
Liquidation Call Right. NovaCo shall have the overriding right (a "Liquidation Call Right"), in the event of and notwithstanding the proposed liquidation, dissolution or winding up of the Corporation pursuant to Section 5.1 of the Exchangeable Share Provisions, to purchase from all but not less than all of the holders of Exchangeable Shares on the Liquidation Date (other than the Parent or any Subsidiary thereof) all but not less than all of the Exchangeable Shares held by each such holder on payment by NovaCo of an amount per share equal to (i) the Current Market Price share of a share of Parent Common Stock on the last Business Day prior to the Liquidation Date, which shall be satisfied in full by causing to be delivered to such holder one share of Parent Common Stock, plus (ii) the Dividend Amount, if any (collectively, the "Liquidation Call Purchase Price"). In the event of the exercise of a Liquidation Call Right, each holder of Exchangeable Shares (other than the Parent or any Subsidiary thereof) shall be obligated to sell all the Exchangeable Shares held by such holder to NovaCo on the Liquidation Date on payment by NovaCo to the holder of the Liquidation Call Purchase Price for each such share.
Liquidation Call Right. The Exchangeable Shareholder hereby grants to CallCo the Liquidation Call Right on the terms and subject to the conditions set forth in Article 5 of the Exchangeable Shares Provisions.
Liquidation Call Right. The parties hereto hereby acknowledge the rights and obligations of D-Wave Quantum and CallCo in respect of the Exchangeable Shares as contained in Section 27.17 of the Exchangeable Share Provisions.
Liquidation Call Right. Subject to the requirements of Section 3.2, CRC shall have the overriding right (the “Liquidation Call Right”), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of Exchangeco and notwithstanding
Liquidation Call Right. NetGateway shall have the overriding right (the "Liquidation Call Right"), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of the Corporation pursuant to Article 5 of the Exchangeable Share Provisions, to purchase from all but not less than all of the holders (other than NetGateway and any Subsidiary thereof) of Exchangeable Shares on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder on payment by NetGateway to the holder of the Exchangeable Share Price applicable on the last Business Day prior to the Liquidation Date (the "Liquidation Call Purchase Price"), which, as provided in this Section 5.1, shall be fully paid and satisfied by the delivery by or on behalf of NetGateway of the Exchangeable Share Consideration representing the Liquidation Call Purchase Price. In the event of the exercise of the Liquidation Call Right by NetGateway, each holder shall be obligated to sell all the Exchangeable Shares held by the holder to NetGateway on the Liquidation Date on payment by NetGateway to the holder of the Liquidation Call Purchase Price for each such share. In connection with payment of the Exchangeable Share Consideration representing the total Liquidation Call Purchase Price, NetGateway shall be entitled to liquidate some of the NetGateway Common Stock that would otherwise be deliverable to the particular holder of Exchangeable Shares in order to fund any statutory withholding tax obligation.
