Common use of Non-Resident Shareholders Clause in Contracts

Non-Resident Shareholders. Without limiting anything in this Agreement, GTI will not be required to issue any share in connection with the Amalgamation to any shareholder resident in a jurisdiction other than Canada if the local securities laws of such jurisdiction would make such issuance illegal or require the preparation and filing of a prospectus, the registration of such securities or other applicable requirements and, instead of the consideration to which such shareholder is otherwise entitled under Section 15, all GTI Shares that such shareholder would have otherwise been entitled to receive at the Effective Time in respect of its Kick Common Shares will instead be delivered to the Escrow Agent. The Escrow Agent will use its best efforts to sell such GTI Shares as soon as practicable after the Effective Date, on such dates and at such prices as the Escrow Agent may determine in its sole discretion, through one or more brokers with whom the Escrow Agent transacts business. Each such Kick Shareholder will receive a pro rata share of the cash proceeds from the sale of such GTI Shares sold by the Escrow Agent. Kick agrees to bear all costs and fees of the Escrow Agent and brokers in connection with such sales. For greater certainty, the Escrow Agent will not be liable to any party if it is unable to effect the sale of any such GTI Shares at a particular price or at all.

Non-Resident Shareholders. Without limiting anything in this Agreement, GTI will not be required to issue any share in connection with the Amalgamation to any shareholder resident in a jurisdiction other than Canada if the local securities laws of such jurisdiction would make such issuance illegal or require the preparation and filing of a prospectus, the registration of such securities or other applicable requirements and, instead of the consideration to which such shareholder is otherwise entitled under Section 15, all GTI Shares that such shareholder would have otherwise been entitled to receive at the Effective Time in respect of its Kick Common Shares will instead be delivered to the Escrow Agent. The Escrow Agent will use its best efforts to sell such GTI Shares as soon as practicable after the Effective Date, on such dates and at such prices as the Escrow Agent may determine in its sole discretion, through one or more brokers with whom the Escrow Agent transacts business. Each such Kick Shareholder will receive a pro rata share of the cash proceeds from the sale of such GTI Shares sold by the Escrow Agent. Kick Xxxx agrees to bear all costs and fees of the Escrow Agent and brokers in connection with such sales. For greater certainty, the Escrow Agent will not be liable to any party if it is unable to effect the sale of any such GTI Shares at a particular price or at all.

Non-Resident Shareholders. Without limiting anything in this Agreement, GTI TASK will not be required to issue any share in connection with the Amalgamation to any shareholder resident in a jurisdiction other than Canada if the local securities laws of such jurisdiction would make such issuance illegal or require the preparation and filing of a prospectus, the registration of such securities or other applicable requirements and, instead of the consideration to which such shareholder is otherwise entitled under Section 15, all GTI TASK Shares that such shareholder would have otherwise been entitled to receive at the Effective Time in respect of its Kick Common Komo Shares will instead be delivered to the Escrow Agent. The Escrow Agent will use its best efforts to sell such GTI TASK Shares as soon as practicable after the Effective Date, on such dates and at such prices as the Escrow Agent may determine in its sole discretion, through one or more brokers with whom the Escrow Agent transacts business. Each such Kick Komo Shareholder will receive a pro rata share of the cash proceeds from the sale of such GTI TASK Shares sold by the Escrow Agent. Kick Komo agrees to bear all costs and fees of the Escrow Agent and brokers in connection with such sales. For greater certainty, the Escrow Agent will not be liable to any party if it is unable to effect the sale of any such GTI TASK Shares at a particular price or at all.