List of Persons Entitled to Vote. ExchangeCo shall, (a) prior to each annual general and special Parent Meeting or the seeking of any Parent Consent and (b) forthwith upon each request made at any time by Trustee in writing, prepare or cause to be prepared a list (a “List”) of the names and addresses of the Beneficiaries arranged in alphabetical order (and, if requested, arranged by jurisdiction of residence) and showing the number of Exchangeable Shares held of record by each such Beneficiary, in each case at the close of business on the date specified by Trustee in such request or, in the case of a List prepared in connection with a Parent Meeting or a Parent Consent, at the close of business on the record date established by Parent or pursuant to applicable law for determining the holders of Parent Common Shares entitled to receive notice of and/or to vote at such Parent Meeting or to give consent in connection with such Parent Consent. Each such List shall be delivered to Trustee promptly after receipt by ExchangeCo of such request or the record date for such meeting or seeking of consent, as the case may be, and in any event within sufficient time to enable Trustee to perform its obligations under this Agreement. Parent agrees to give ExchangeCo notice (with a copy to Trustee) of the calling of any Parent Meeting or the seeking of any Parent Consent, together with the record dates therefor, sufficiently prior to the date of the calling of such meeting or seeking of such consent so as to enable ExchangeCo to perform its obligations under this Section 4.6. Parent, in consultation with Exchangeco and the Trustee, shall maintain the share registry for the Parent Special Voting Shares and undertake all acts and execute all documents that are necessary to adjust the number of Parent Special Voting Shares so that, at all times, the number of Parent Special Voting Shares issued and outstanding is equal to the number of Exchangeable Shares issued and outstanding from time to time.
Appears in 3 contracts
Samples: Voting and Exchange Trust Agreement (Future Energy Corp.), Share Exchange Agreement (Future Energy Corp.), Certificate of Designation (Future Energy Corp.)
List of Persons Entitled to Vote. ExchangeCo Newco II shall, (a) prior to each annual general and special Parent Meeting or the seeking of any Parent Consent and (b) forthwith upon each request made at any time by the Trustee in writing, prepare or cause to be prepared a list (a “List”"LIST") of the names and addresses of the Beneficiaries Holders arranged in alphabetical order (and, if requested, arranged by jurisdiction of residence) and showing the number of Exchangeable Shares held of record by each such BeneficiaryHolder, in each case at the close of business on the date specified by the Trustee in such request or, in the case of a List prepared in connection with a Parent Meeting or a Parent Consent, at the close of business on the record date established by Parent or pursuant to applicable law for determining the holders of Parent Common Shares Stock entitled to receive notice of and/or to vote at such Parent Meeting or to give consent in connection with such Parent Consent. Each such List shall be delivered to the Trustee promptly after receipt by ExchangeCo Newco II of such request or the record date for such meeting or seeking of consent, as the case may be, and in any event within sufficient time as to enable the Trustee to perform its obligations under this Agreement. Parent agrees to give ExchangeCo Newco II written notice (with a copy to the Trustee) of the calling of any Parent Meeting or the seeking of any Parent Consent, together with the record dates therefor, sufficiently prior to the date of the calling of such meeting or seeking of such consent so as to enable ExchangeCo Newco II to perform its obligations under this Section 4.64.7. ParentNewco II shall cause the Transfer Agent to prepare and deliver the List as contemplated hereunder and to deliver copies thereof to Newco I, in consultation with Exchangeco Parent and Trustee upon their request. Parent agrees to provide a copy of the Trustee, shall maintain the share registry for the Parent Special Voting Shares and undertake all acts and execute all documents that are necessary to adjust the number most current List prepared upon request of Parent Special Voting Shares so that, at all times, the number of Parent Special Voting Shares issued and outstanding is equal to the number a Holder of Exchangeable Shares issued and outstanding from time to time.
Appears in 2 contracts
Samples: Exchange and Voting Trust Agreement (Worldpages Com Inc), Exchange and Voting Trust Agreement (Worldpages Com Inc)
List of Persons Entitled to Vote. ExchangeCo shall, shall (a) prior to each annual general and special meeting of stockholders of Parent or other Parent Meeting or the seeking of any Parent Consent Consent, and (b) forthwith upon each request made at any time by the Share Trustee in writing, prepare or cause to be prepared a list (a “List”) of the names and addresses of the Beneficiaries arranged in alphabetical order (and, if requested, arranged by jurisdiction of residence) and showing the number of Exchangeable Shares (multiplied by the Exchangeable Share Exchange Ratio, and in respect of each Beneficiary, rounded down to the nearest whole share) held of record by each such Beneficiary, in each case at the close of business on the date specified by the Share Trustee in such request or, in the case of a List prepared in connection with a Parent Meeting or a Parent Consent, at the close of business on the record date established by Parent or pursuant to applicable law for determining the holders of Parent Delaware Common Shares Stock entitled to receive notice of and/or to vote at such Parent Meeting or to give consent in connection with such a Parent Consent. Each such List shall be delivered to the Share Trustee promptly after receipt by ExchangeCo of such request or the record date for such meeting or seeking of consent, as the case may be, and and, in any event event, within sufficient time as to enable permit the Share Trustee to perform its obligations under this Agreement. Parent agrees to give ExchangeCo notice (with a copy to the Share Trustee) of the calling of any Parent Meeting or the seeking of any Parent Consent, together with the record dates date therefor, sufficiently prior to the date of the calling of such meeting or seeking of such consent consent, so as to enable ExchangeCo to perform its obligations under this Section 4.6. Parent, in consultation with Exchangeco and the Trustee, shall maintain the share registry for the Parent Special Voting Shares and undertake all acts and execute all documents that are necessary to adjust the number of Parent Special Voting Shares so that, at all times, the number of Parent Special Voting Shares issued and outstanding is equal to the number of Exchangeable Shares issued and outstanding from time to time.
Appears in 2 contracts
Samples: Voting and Exchange Trust Agreement (Zymeworks Delaware Inc.), Transaction Agreement (Zymeworks Inc.)
List of Persons Entitled to Vote. ExchangeCo Exchangeco shall, (a) prior to each annual annual, general and special Parent Coors Meeting or the seeking of any Parent Coors Consent from the holders of Coors Class A Common Stock or Coors Class B Common Stock and (b) forthwith upon each request made at any time by the Trustee in writing, prepare or cause to be prepared a list (a “"List”") of the names and addresses of the Beneficiaries of the Corresponding Exchangeable Shares arranged in alphabetical order (and, if requested, arranged by jurisdiction of residence) and showing the number and class of Exchangeable Shares held of record by each such Beneficiary, in each case at the close of business on the date specified by the Trustee in such request or, in the case of a List prepared in connection with a Parent Coors Meeting or a Parent Coors Consent, at the close of business on the record date established by Parent Coors or pursuant to applicable law for determining the holders of Parent Coors Common Shares Stock entitled to receive notice of and/or to vote at such Parent Coors Meeting or to give consent in connection with such Parent Coors Consent. Each such List shall be delivered to the Trustee promptly after receipt by ExchangeCo Exchangeco of such request or the record date for such meeting or seeking of consent, as the case may be, and in any event within sufficient time as to enable permit the Trustee to perform its obligations under this Agreement. Parent Coors agrees to give ExchangeCo Exchangeco notice (with a copy to the Trustee) of the calling of any Parent Coors Meeting or the seeking of any Parent Coors Consent, together with the record dates therefor, sufficiently prior to the date of the calling of such meeting or seeking of such consent so as to enable ExchangeCo Exchangeco to perform its obligations under this Section section 4.6. Parent, in consultation with Exchangeco and the Trustee, shall maintain the share registry for the Parent Special Voting Shares and undertake all acts and execute all documents that are necessary to adjust the number of Parent Special Voting Shares so that, at all times, the number of Parent Special Voting Shares issued and outstanding is equal to the number of Exchangeable Shares issued and outstanding from time to time.
Appears in 2 contracts
Samples: Combination Agreement (Coors Adolph Co), Combination Agreement (Coors Adolph Co)
List of Persons Entitled to Vote. ExchangeCo The Corporation shall, (a) prior to each annual general and special Parent Acquiror Meeting or the seeking of any Parent Acquiror Consent and (b) forthwith upon each request made at any time by the Trustee in writing, prepare or cause to be prepared a list (a “List”) of the names and addresses of the Beneficiaries arranged in alphabetical order (and, if requested, arranged by jurisdiction of residence) and showing the number of Exchangeable Shares held of record by each such Beneficiary, in each case at the close of business on the date specified by the Trustee in such request or, in the case of a List prepared in connection with a Parent an Acquiror Meeting or a Parent an Acquiror Consent, at the close of business on the record date established by Parent Acquiror or pursuant to applicable law for determining the holders of Parent Common Acquiror Shares entitled to receive notice of and/or to vote at such Parent Acquiror Meeting or to give consent in connection with such Parent Acquiror Consent. Each such List shall be delivered to the Trustee promptly after receipt by ExchangeCo the Corporation of such request or the record date for such meeting or seeking of consent, as the case may be, and in any event within sufficient time as to enable permit the Trustee to perform its obligations under this Agreement. Parent Acquiror agrees to give ExchangeCo the Corporation notice (with a copy to the Trustee) of the calling of any Parent Acquiror Meeting or the seeking of any Parent ConsentAcquiror Consent by Acquiror or its management, together with the record dates therefor, sufficiently prior to the date of the calling of such meeting or seeking of such consent so as to enable ExchangeCo the Corporation to perform its obligations under this Section 4.6. Parent, in consultation with Exchangeco and the Trustee, shall maintain the share registry for the Parent Special Voting Shares and undertake all acts and execute all documents that are necessary to adjust the number of Parent Special Voting Shares so that, at all times, the number of Parent Special Voting Shares issued and outstanding is equal to the number of Exchangeable Shares issued and outstanding from time to time.
Appears in 2 contracts
Samples: Voting and Exchange Trust Agreement (Surge Global Energy, Inc.), Stock Purchase Agreement (Surge Global Energy, Inc.)
List of Persons Entitled to Vote. ExchangeCo shall, (a) prior to each annual general and special Parent Meeting or the seeking of any Parent Consent and (b) forthwith upon each request made at any time by Trustee in writing, prepare or cause to be prepared a list (a “List”) of the names and addresses of the Beneficiaries arranged in alphabetical order (and, if requested, arranged by jurisdiction of residence) and showing the number of Exchangeable Shares held of record by each such Beneficiary, in each case at the close of business on the date specified by Trustee in such request or, in the case of a List prepared in connection with a Parent Meeting or a Parent Consent, at the close of business on the record date established by Parent or pursuant to applicable law for determining the holders of Parent Common Shares entitled to receive notice of and/or to vote at such Parent Meeting or to give consent in connection with such Parent Consent. Each such List shall be delivered to Trustee promptly after receipt by ExchangeCo of such request or the record date for such meeting or seeking of consent, as the case may be, and in any event within sufficient time to enable Trustee to perform its obligations under this Agreement. Parent agrees to give ExchangeCo notice (with a copy to Trustee) of the calling of any Parent Meeting or the seeking of any Parent Consent, together with the record dates therefor, sufficiently prior to the date of the calling of such meeting or seeking of such consent so as to enable ExchangeCo to perform its obligations under this Section 4.6. Parent, in consultation with Exchangeco and the Trustee, shall maintain the share registry for the Parent Special Voting Shares and undertake all acts and execute all documents that are necessary to adjust the number of Parent Special Voting Shares so that, at all times, the number of Parent Special Voting Shares issued and outstanding is equal to the number of Exchangeable Shares issued and outstanding from time to time.
Appears in 2 contracts
Samples: Voting and Exchange Trust Agreement (Keewatin Windpower Corp.), Share Exchange Agreement (Keewatin Windpower Corp.)
List of Persons Entitled to Vote. ExchangeCo shall, : (a) prior to each annual general and special Parent Acquiror Meeting or the seeking of any Parent Consent Acquiror Consent; and (b) forthwith upon each request made at any time by the Trustee in writing, prepare or cause to be prepared a list (a “"List”") of the names and addresses of the Beneficiaries arranged in alphabetical order (and, if requested, arranged by jurisdiction of residence) and showing the number of Exchangeable Shares held of record by each such Beneficiary, in each case at the close of business on the date specified by the Trustee in such request or, in the case of a List prepared in connection with a Parent Acquiror Meeting or a Parent Acquiror Consent, at the close of business on the record date established by Parent Acquiror or pursuant to applicable law for determining the holders of Parent Acquiror Common Shares entitled to receive notice of and/or to vote at such Parent Acquiror Meeting or to give consent in connection with such Parent Acquiror Consent. Each such List shall be delivered to the Trustee promptly after receipt by ExchangeCo of such request or the record date for such meeting or seeking of consent, as the case may be, and in any event within sufficient time as to enable permit the Trustee to perform its obligations under this Agreement. Parent Acquiror agrees to give ExchangeCo notice (with a copy to the Trustee) of the calling of any Parent Acquiror Meeting or the seeking of any Parent ConsentAcquiror Consent by Acquiror or its management, together with the record dates therefor, sufficiently prior to the date of the calling of such meeting or seeking of such consent so as to enable ExchangeCo to perform its obligations under this Section 4.6. Parent, in consultation with Exchangeco and the Trustee, shall maintain the share registry for the Parent Special Voting Shares and undertake all acts and execute all documents that are necessary to adjust the number of Parent Special Voting Shares so that, at all times, the number of Parent Special Voting Shares issued and outstanding is equal to the number of Exchangeable Shares issued and outstanding from time to time.
Appears in 1 contract
List of Persons Entitled to Vote. ExchangeCo shall, : (a) prior to each annual general and special Parent Acquiror Meeting or the seeking of any Parent Consent Acquiror Consent; and (b) forthwith upon each request made at any time by the Trustee in writing, prepare or cause to be prepared a list (a “List”) of the names and addresses of the Beneficiaries arranged in alphabetical order (and, if requested, arranged by jurisdiction of residence) and showing the number of Exchangeable Shares held of record by each such Beneficiary, in each case at the close of business on the date specified by the Trustee in such request or, in the case of a List prepared in connection with a Parent Acquiror Meeting or a Parent Acquiror Consent, at the close of business on the record date established by Parent Acquiror or pursuant to applicable law for determining the holders of Parent Common Acquiror Shares entitled to receive notice of and/or to vote at such Parent Acquiror Meeting or to give consent in connection with such Parent Acquiror Consent. Each such List shall be delivered to the Trustee promptly after receipt by ExchangeCo of such request or the record date for such meeting or seeking of consent, as the case may be, and in any event within sufficient time as to enable permit the Trustee to perform its obligations under this Agreement. Parent Acquiror agrees to give ExchangeCo notice (with a copy to the Trustee) of the calling of any Parent Acquiror Meeting or the seeking of any Parent ConsentAcquiror Consent by Acquiror or its management, together with the record dates therefor, sufficiently prior to the date of the calling of such meeting or seeking of such consent so as to enable ExchangeCo to perform its obligations under this Section 4.6. Parent, in consultation with Exchangeco and the Trustee, shall maintain the share registry for the Parent Special Voting Shares and undertake all acts and execute all documents that are necessary to adjust the number of Parent Special Voting Shares so that, at all times, the number of Parent Special Voting Shares issued and outstanding is equal to the number of Exchangeable Shares issued and outstanding from time to time.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Magnum Hunter Resources Corp)
List of Persons Entitled to Vote. ExchangeCo CN shall, (a) prior to each annual annual, general and special Parent Newco Meeting or the seeking of any Parent Newco Consent and (b) forthwith upon each request made at any time by the Trustee in writing, prepare or cause to be prepared a list (a “the ``List”'') of the names and addresses of the Beneficiaries arranged in alphabetical order (and, if requested, arranged by jurisdiction of residence) and showing the number of CN Exchangeable Shares represented by CN Stapled Units held of record by each such Beneficiary, in each case at the close of business on the date specified by the Trustee in such request or, in the case of a List prepared in connection with a Parent Newco Meeting or a Parent Newco Consent, at the close of business on the record date established by Parent Newco or pursuant to applicable law for determining the holders of Parent Common Shares Newco Stapled Units entitled to receive notice of and/or to vote the Newco Common Share component thereof at such Parent Newco Meeting or to give consent in connection with such Parent Newco Consent. Each such List shall be delivered to the Trustee promptly after receipt by ExchangeCo CN of such request or the record date for such meeting or seeking of consent, as the case may be, and in any event within sufficient time to enable Trustee to perform its obligations under this Agreement. Parent Newco agrees to give ExchangeCo CN notice (with a copy to the Trustee) of the calling of any Parent Newco Meeting or the seeking of any Parent Newco Consent, together with the record dates therefor, sufficiently prior to the date of the calling of such meeting or seeking of such consent so as to enable ExchangeCo CN to perform its obligations under this Section section 4.6. Parent, in consultation with Exchangeco and the Trustee, shall maintain the share registry for the Parent Special Voting Shares and undertake all acts and execute all documents that are necessary to adjust the number of Parent Special Voting Shares so that, at all times, the number of Parent Special Voting Shares issued and outstanding is equal to the number of Exchangeable Shares issued and outstanding from time to time.
Appears in 1 contract
Samples: Combination Agreement (Burlington Northern Santa Fe Corp)
List of Persons Entitled to Vote. ExchangeCo Exchangeco shall, : (a) prior to each annual general and special Parent Acquiror Meeting or the seeking of any Parent Consent Acquiror Consent; and (b) forthwith upon each request made at any time by the Trustee in writing, prepare or cause to be prepared a list (a “"List”") of the names and addresses of the Beneficiaries arranged in alphabetical order (and, if requested, arranged by jurisdiction of residence) and showing the number of Exchangeable Shares held of record by each such Beneficiary, in each case at the close of business on the date specified by the Trustee in such request or, in the case of a List prepared in connection with a Parent an Acquiror Meeting or a Parent an Acquiror Consent, at the close of business on the record date established by Parent Acquiror or pursuant to applicable law for determining the holders of Parent Common Acquiror Shares entitled to receive notice of and/or to vote at such Parent Acquiror Meeting or to give consent in connection with such Parent Acquiror Consent. Each such List shall be delivered to the Trustee promptly after receipt by ExchangeCo Exchangeco of such request or the record date for such meeting or seeking of consent, as the case may be, and in any event within sufficient time as to enable permit the Trustee to perform its obligations under this Agreement. Parent Acquiror agrees to give ExchangeCo Exchangeco notice (with a copy to the Trustee) of the calling of any Parent Acquiror Meeting or the seeking of any Parent ConsentAcquiror Consent by Acquiror or its management, together with the record dates therefor, sufficiently prior to the date of the calling of such meeting or seeking of such consent so as to enable ExchangeCo Exchangeco to perform its obligations under this Section 4.6. Parent, in consultation with Exchangeco and the Trustee, shall maintain the share registry for the Parent Special Voting Shares and undertake all acts and execute all documents that are necessary to adjust the number of Parent Special Voting Shares so that, at all times, the number of Parent Special Voting Shares issued and outstanding is equal to the number of Exchangeable Shares issued and outstanding from time to time.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Magnum Hunter Resources Corp)
List of Persons Entitled to Vote. ExchangeCo shall, : (a) prior to each annual general and special Parent Acquiror Meeting or the seeking of any Parent Consent Acquiror Consent; and (b) forthwith upon each request made at any time by the Trustee in writing, prepare or cause to be prepared a list (a “List”) of the names and addresses of the Beneficiaries arranged in alphabetical order (and, if requested, arranged by jurisdiction of residence) and showing the number of Exchangeable Shares held of record by each such Beneficiary, in each case at the close of business on the date specified by the Trustee in such request or, in the case of a List prepared in connection with a Parent Acquiror Meeting or a Parent Acquiror Consent, at the close of business on the record date established by Parent Acquiror or pursuant to applicable law for determining the holders of Parent Acquiror Common Shares entitled to receive notice of and/or to vote at such Parent Acquiror Meeting or to give consent in connection with such Parent Acquiror Consent. Each such List shall be delivered to the Trustee promptly after receipt by ExchangeCo of such request or the record date for such meeting or seeking of consent, as the case may be, and in any event within sufficient time as to enable permit the Trustee to perform its obligations under this Agreement. Parent Acquiror agrees to give ExchangeCo notice (with a copy to the Trustee) of the calling of any Parent Acquiror Meeting or the seeking of any Parent ConsentAcquiror Consent by Acquiror or its management, together with the record dates therefor, sufficiently prior to the date of the calling of such meeting or seeking of such consent so as to enable ExchangeCo to perform its obligations under this Section 4.6. Parent, in consultation with Exchangeco and the Trustee, shall maintain the share registry for the Parent Special Voting Shares and undertake all acts and execute all documents that are necessary to adjust the number of Parent Special Voting Shares so that, at all times, the number of Parent Special Voting Shares issued and outstanding is equal to the number of Exchangeable Shares issued and outstanding from time to time.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Gran Tierra Energy, Inc.)
List of Persons Entitled to Vote. ExchangeCo Weysub shall, (a) prior to each annual annual, general and special Parent Weyerhaeuser Meeting or the seeking of any Parent Weyerhaeuser Consent and (b) forthwith upon each request made at any time by the Trustee in writing, prepare or cause to be prepared a list (a “"List”") of the names and addresses of the Beneficiaries arranged in alphabetical order (and, if requested, arranged by jurisdiction of residence) and showing the number of Exchangeable Shares held of record by each such Beneficiary, in each case at the close of business on the date specified by the Trustee in such request or, in the case of a List prepared in connection with a Parent Weyerhaeuser Meeting or a Parent an Weyerhaeuser Consent, at the close of business on the record date established by Parent Weyerhaeuser or pursuant to applicable law for determining the holders of Parent Weyerhaeuser Common Shares entitled to receive notice of and/or to vote at such Parent Weyerhaeuser Meeting or to give consent in connection with such Parent Weyerhaeuser Consent. Each such List shall be delivered to the Trustee promptly after receipt by ExchangeCo Weysub of such request or the record date for such meeting or seeking of consent, as the case may be, and in any event within sufficient time to enable Trustee to perform its obligations under this Agreement. Parent Weyerhaeuser agrees to give ExchangeCo Weysub notice (with a copy to the Trustee) of the calling of any Parent Weyerhaeuser Meeting or the seeking of any Parent Weyerhaeuser Consent, together with the record dates therefor, sufficiently prior to the date of the calling of such meeting or seeking of such consent so as to enable ExchangeCo Weysub to perform its obligations under this Section section 4.6. Parent, in consultation with Exchangeco and the Trustee, shall maintain the share registry for the Parent Special Voting Shares and undertake all acts and execute all documents that are necessary to adjust the number of Parent Special Voting Shares so that, at all times, the number of Parent Special Voting Shares issued and outstanding is equal to the number of Exchangeable Shares issued and outstanding from time to time.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Weyerhaeuser Co)
List of Persons Entitled to Vote. ExchangeCo AcquisitionCo shall, (ai) prior to each annual annual, general and or special Parent Trust Meeting or the seeking of any Parent Consent Trust Consent, and (bii) forthwith upon each request made at any time by the Trustee in writing, prepare or cause to be prepared a list (a “"List”") of the names and addresses of the Beneficiaries arranged in alphabetical order (and, if requested, arranged by jurisdiction of residence) and showing the number of Exchangeable Shares held of record by each such Beneficiary, in each case at the close of business on the date specified by the Trustee in such request or, in the case of a List prepared in connection with a Parent Trust Meeting or a Parent Trust Consent, at the close of business on the record date established by Parent the Trust or pursuant to applicable law for determining the holders of Parent Common Shares Trust Unitholders entitled to receive notice of and/or to vote at such Parent Trust Meeting or to give consent in connection with such Parent Trust Consent. Each such List shall be delivered to the Trustee promptly after receipt by ExchangeCo AcquisitionCo of such request or the record date for such meeting or seeking of consent, as the case may be, and in any event within sufficient time as to enable permit the Trustee to perform its obligations under this Agreement. Parent The Trust agrees to give ExchangeCo AcquisitionCo notice (with a copy to the Trustee) of the calling of any Parent Trust Meeting or the seeking of any Parent Trust Consent, together with the record dates therefor, sufficiently prior to the date of the calling of such meeting or seeking of such consent so as to enable ExchangeCo AcquisitionCo to perform its obligations under this Section 4.6. Parent, in consultation with Exchangeco and the Trustee, shall maintain the share registry for the Parent Special Voting Shares and undertake all acts and execute all documents that are necessary to adjust the number of Parent Special Voting Shares so that, at all times, the number of Parent Special Voting Shares issued and outstanding is equal to the number of Exchangeable Shares issued and outstanding from time to time.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Enterra Energy Trust)
List of Persons Entitled to Vote. ExchangeCo shall, : (a) prior to each annual general and special Parent Acquiror Meeting or the seeking of any Parent Consent Acquiror Consent; and (b) forthwith upon each request made at any time by the Trustee in writing, prepare or cause to be prepared a list (a “"List”") of the names and addresses of the Beneficiaries arranged in alphabetical order (and, if requested, arranged by jurisdiction of residence) and showing the number of Exchangeable Shares held of record by each such Beneficiary, in each case at the close of business on the date specified by the Trustee in such request or, in the case of a List prepared in connection with a Parent Acquiror Meeting or a Parent Acquiror Consent, at the close of business on the record date established by Parent Acquiror or pursuant to applicable law for determining the holders of Parent Common Acquiror Shares entitled to receive notice of and/or to vote at such Parent Acquiror Meeting or to give consent in connection with such Parent Acquiror Consent. Each such List shall be delivered to the Trustee promptly after receipt by ExchangeCo of such request or the record date for such meeting or seeking of consent, as the case may be, and in any event within sufficient time as to enable permit the Trustee to perform its obligations under this Agreement. Parent Acquiror agrees to give ExchangeCo notice (with a copy to the Trustee) of the calling of any Parent Acquiror Meeting or the seeking of any Parent ConsentAcquiror Consent by Acquiror or its management, together with the record dates therefor, sufficiently prior to the date of the calling of such meeting or seeking of such consent so as to enable ExchangeCo to perform its obligations under this Section 4.6. Parent, in consultation with Exchangeco and the Trustee, shall maintain the share registry for the Parent Special Voting Shares and undertake all acts and execute all documents that are necessary to adjust the number of Parent Special Voting Shares so that, at all times, the number of Parent Special Voting Shares issued and outstanding is equal to the number of Exchangeable Shares issued and outstanding from time to time.
Appears in 1 contract
Samples: Arrangement Agreement (Magnum Hunter Resources Corp)
List of Persons Entitled to Vote. ExchangeCo Canco shall, (a) prior to each annual general and special Parent Acquirer Meeting or the seeking of any Parent Acquirer Consent and (b) forthwith upon each request made at any time by the Trustee in writing, prepare or cause to be prepared a list (a “"List”") of the names and addresses of the Beneficiaries arranged in alphabetical order (and, if requested, arranged by jurisdiction of residence) and showing the number of Exchangeable Shares held of record by each such Beneficiary, in each case at the close of business on the date specified by the Trustee in such request or, in the case of a List prepared in connection with a Parent an Acquirer Meeting or a Parent an Acquirer Consent, at the close of business on the record date established by Parent Acquirer or pursuant to applicable law for determining the holders of Parent Common Acquirer Shares entitled to receive notice of and/or to vote at such Parent Acquirer Meeting or to give consent in connection with such Parent Acquirer Consent. Each such List shall be delivered to the Trustee promptly after receipt by ExchangeCo Canco of such request or the record date for such meeting or seeking of consent, as the case may be, and in any event within sufficient time as to enable permit the Trustee to perform its obligations under this Agreement. Parent Acquirer agrees to give ExchangeCo Canco notice (with a copy to the Trustee) of the calling of any Parent Acquirer Meeting or the seeking of any Parent ConsentAcquirer Consent by Acquirer or its management, together with the record dates therefor, sufficiently prior to the date of the calling of such meeting or seeking of such consent so as to enable ExchangeCo Canco to perform its obligations under this Section 4.6. Parent, in consultation with Exchangeco and the Trustee, shall maintain the share registry for the Parent Special Voting Shares and undertake all acts and execute all documents that are necessary to adjust the number of Parent Special Voting Shares so that, at all times, the number of Parent Special Voting Shares issued and outstanding is equal to the number of Exchangeable Shares issued and outstanding from time to time.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Canwest Petroleum Corp)
List of Persons Entitled to Vote. ExchangeCo shallAcquisition Sub will, (a) prior to each annual annual, general and special Parent Rational Meeting or the seeking of any Parent Rational Consent and (b) forthwith promptly upon each request made at any time by the Trustee in writing, prepare or cause to be prepared a list (a “the most current list delivered to the Trustee being the "List”") of the names and addresses of the Beneficiaries arranged in alphabetical order (and, if requested, arranged broken down by jurisdiction of residence) and showing the number of Exchangeable Shares held of record by each such Beneficiary, in each case at the close of business on the date specified by the Trustee in such the request or, in the case of a List prepared in connection with a Parent Rational Meeting or a Parent Rational Consent, at the close of business on the record date established by Parent Rational or pursuant to applicable law for determining the holders of Parent Rational Common Shares entitled to receive notice of and/or to vote at such Parent that Rational Meeting or to give consent in connection with such Parent that Rational Consent. Each such List shall will be delivered to the Trustee promptly after receipt by ExchangeCo Acquisition Sub of such a request or the record date for such a meeting or seeking of consent, as the case may be, and in any event within sufficient time to enable the Trustee to perform its obligations under this Agreementtrust agreement. Parent Rational agrees to give ExchangeCo Acquisition Sub written notice (with a copy to the Trustee) of the calling of any Parent Rational Meeting or the seeking of any Parent Rational Consent, together with the record dates therefordates, sufficiently prior to the date of the calling of such the meeting or seeking of such the consent so as to enable ExchangeCo Acquisition Sub to perform its obligations under this Section section 4.6. Parent, in consultation with Exchangeco and the Trustee, shall maintain the share registry for the Parent Special Voting Shares and undertake all acts and execute all documents that are necessary to adjust the number of Parent Special Voting Shares so that, at all times, the number of Parent Special Voting Shares issued and outstanding is equal to the number of Exchangeable Shares issued and outstanding from time to time.
Appears in 1 contract
List of Persons Entitled to Vote. ExchangeCo CN shall, (a) prior to each annual annual, general and special Parent Newco Meeting or the seeking of any Parent Newco Consent and (b) forthwith upon each request made at any time by the Trustee in writing, prepare or cause to be prepared a list (a “the "List”") of the names and addresses of the Beneficiaries arranged in alphabetical order (and, if requested, arranged by jurisdiction of residence) and showing the number of CN Exchangeable Shares represented by CN Stapled Units held of record by each such Beneficiary, in each case at the close of business on the date specified by the Trustee in such request or, in the case of a List prepared in connection with a Parent Newco Meeting or a Parent Newco Consent, at the close of business on the record date established by Parent Newco or pursuant to applicable law for determining the holders of Parent Common Shares Newco Stapled Units entitled to receive notice of and/or to vote the Newco Common Share component thereof at such Parent Newco Meeting or to give consent in connection with such Parent Newco Consent. Each such List shall be delivered to the Trustee promptly after receipt by ExchangeCo CN of such request or the record date for such meeting or seeking of consent, as the case may be, and in any event within sufficient time to enable Trustee to perform its obligations under this Agreement. Parent Newco agrees to give ExchangeCo CN notice (with a copy to the Trustee) of the calling of any Parent Newco Meeting or the seeking of any Parent Newco Consent, together with the record dates therefor, sufficiently prior to the date of the calling of such meeting or seeking of such consent so as to enable ExchangeCo CN to perform its obligations under this Section section 4.6. Parent, in consultation with Exchangeco and the Trustee, shall maintain the share registry for the Parent Special Voting Shares and undertake all acts and execute all documents that are necessary to adjust the number of Parent Special Voting Shares so that, at all times, the number of Parent Special Voting Shares issued and outstanding is equal to the number of Exchangeable Shares issued and outstanding from time to time.
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Samples: Combination Agreement (Burlington Northern Santa Fe Corp)
List of Persons Entitled to Vote. ExchangeCo The Acquisition Sub shall, (a) prior to each annual annual, general and special Parent Meeting or the seeking of any Parent Consent and (b) forthwith upon each request made at any time by the Trustee in writing, prepare or cause to be prepared a list (a “"List”") of the names and addresses of the Beneficiaries Holders arranged in alphabetical order (and, if requested, arranged by jurisdiction of residence) and showing the number of Exchangeable Shares held of record by each such BeneficiaryHolder, in each case at the close of business on the date specified by the Trustee in such request or, in the case of a List prepared in connection with a Parent Meeting or a Parent Consent, at the close of business on the record date established by Parent or pursuant to applicable law for determining the holders of Parent Common Shares entitled to receive notice of and/or to vote at such Parent Meeting or to give consent in connection with such Parent Consent. Each such List shall be delivered to the Trustee promptly after receipt by ExchangeCo the Acquisition Sub of such request or the record date for such meeting or seeking of consent, as the case may be, and in any event within sufficient time as to enable the Trustee to perform its obligations under this Agreement. Parent agrees to give ExchangeCo the Acquisition Sub notice (with a copy to the Trustee) of the calling of any Parent Meeting or the seeking of any Parent Consent, together with the record dates therefor, sufficiently prior to the date of the calling of such meeting or seeking of such consent so as to enable ExchangeCo the Acquisition Sub to perform its obligations under this Section section 4.6. Parent, in consultation with Exchangeco and the Trustee, shall maintain the share registry for the Parent Special Voting Shares and undertake all acts and execute all documents that are necessary to adjust the number of Parent Special Voting Shares so that, at all times, the number of Parent Special Voting Shares issued and outstanding is equal to the number of Exchangeable Shares issued and outstanding from time to time.
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Samples: Voting and Exchange Trust Agreement (Broadcom Corp)