Notice of Exercise of Retraction Call Right. In order to exercise the Retraction Call Right, Parent must notify in writing each of Exchangeco and the holder of Class B Shares that has tendered a Retraction Request of Parent’s determination to exercise the Retraction Call Right (the “Parent Call Notice”) within five Business Days of receiving a Retraction Call Notice. If Parent delivers the Parent Call Notice within such five Business Day period, and provided that the Retraction Request is not withdrawn by the holder in the manner specified in Section 7.6 of the Class B Share Provisions, the Retraction Request shall thereupon be considered to be an offer by the holder to sell the Retracted Shares to Parent in accordance with the Retraction Call Right. In such event, Exchangeco shall not redeem the Retracted Shares and Parent shall purchase from such holder and such holder shall sell to Parent on the Retraction Date the Retracted Shares for a purchase price per Class B Share equal to the Retraction Call Purchase Price. The closing of the purchase and sale of the Retracted Shares pursuant to the Retraction Call Right shall be deemed to have occurred as at the close of business on the Retraction Date and, for greater certainty, no redemption by Exchangeco of such Retracted Shares shall take place on the Retraction Date. In the event that Parent does not deliver a Parent Call Notice within such five (5) Business Day period, and provided that the Retraction Request is not withdrawn by the holder in the manner specified in Section 7.6 of the Class B Share Provisions, Exchangeco shall redeem the Retracted Shares on the Retraction Date and in the manner otherwise contemplated in Article 7 of the Class B Share Provisions.
Appears in 2 contracts
Samples: Exchange Rights Agreement (Glass House Brands Inc.), Exchange Rights Agreement (Glass House Brands Inc.)
Notice of Exercise of Retraction Call Right. In order to exercise the Retraction Call Right, Parent CSAC must notify in writing each of Exchangeco and the holder of Class B Exchangeable Shares that has tendered a Retraction Request of Parent’s its determination to exercise the Retraction Call Right (the “Parent CSAC Call Notice”) within five Business Days of receiving a Retraction Call Notice. If Parent CSAC delivers the Parent CSAC Call Notice within such five Business Day period, and provided that the Retraction Request is not withdrawn by the holder in the manner specified in Section 7.6 of the Class B Exchangeable Share Provisions, the Retraction Request shall thereupon be considered to be an offer by the holder to sell the Retracted Shares to Parent CSAC in accordance with the Retraction Call Right. In such event, Exchangeco shall not redeem the Retracted Shares and Parent CSAC shall purchase from such holder and such holder shall sell to Parent CSAC on the Retraction Date the Retracted Shares for a purchase price per Class B Exchangeable Share equal to the Retraction Call Purchase Price. The closing of the purchase and sale of the Retracted Shares pursuant to the Retraction Call Right shall be deemed to have occurred as at the close of business on the Retraction Date and, for greater certainty, no redemption by Exchangeco of such Retracted Shares shall take place on the Retraction Date. In the event that Parent CSAC does not deliver a Parent CSAC Call Notice within such five (5) Business Day period, and provided that the Retraction Request is not withdrawn by the holder in the manner specified in Section 7.6 of the Class B Exchangeable Share Provisions, Exchangeco shall redeem the Retracted Shares on the Retraction Date and in the manner otherwise contemplated in Article 7 of the Class B Exchangeable Share Provisions.
Appears in 1 contract
Samples: Exchange Rights Agreement
Notice of Exercise of Retraction Call Right. In order to exercise the Retraction Call Right, Parent Callco must notify in writing each of Exchangeco and the holder holders of Class B Exchangeable Shares that has tendered a Retraction Request of Parent’s its determination to exercise the Retraction Call Right (the “Parent Callco Call Notice”) within five (5) Business Days of receiving a Retraction Call Notice. If Parent Callco delivers the Parent Callco Call Notice within such five (5) Business Day period, and provided that the Retraction Request is not withdrawn revoked by the holder in the manner specified in Section 7.6 of the Class B Exchangeable Share Provisions, the Retraction Request shall thereupon be considered to be an offer by the holder to sell the Retracted Shares to Parent Callco in accordance with the Retraction Call Right. In such event, Exchangeco shall not redeem the Retracted Shares and Parent Callco shall purchase from such holder and such holder shall sell to Parent Callco on the Retraction Date the Retracted Shares for a purchase price per Class B Exchangeable Share equal to the Retraction Call Purchase Price. The closing of the purchase and sale of the Retracted Shares pursuant to the Retraction Call Right shall be deemed to have occurred as at the close of business on the Retraction Date and, for greater certainty, no redemption by Exchangeco of such Retracted Shares shall take place on the Retraction Date. In the event that Parent Callco does not deliver a Parent Callco Call Notice within such five (5) Business Day period, and provided that the Retraction Request is not withdrawn revoked by the holder in the manner specified in Section 7.6 of the Class B Exchangeable Share Provisions, Exchangeco shall redeem the Retracted Shares on the Retraction Date and in the manner otherwise contemplated in Article 7 of the Class B Exchangeable Share Provisions.
Appears in 1 contract
Samples: Exchange Rights Agreement (GMS Inc.)
Notice of Exercise of Retraction Call Right. In order to exercise the Retraction Call Right, Parent must notify or cause to be notified in writing each of Exchangeco and the holder of Class B Shares that has tendered a Retraction Request of Parent’s determination to exercise the Retraction Call Right (the “Parent Call Notice”) within five (5) Business Days of receiving a Retraction Call Notice. If Parent delivers or cause to be delivered the Parent Call Notice within such five (5) Business Day period, and provided that the Retraction Request is not withdrawn by the holder in the manner specified in Section 7.6 of the Class B Share Provisions, the Retraction Request shall thereupon be considered to be an offer by the holder to sell the Retracted Shares to Parent in accordance with the Retraction Call Right. In such event, Exchangeco shall not redeem the Retracted Shares and Parent shall purchase from such holder and such holder shall sell to Parent on the Retraction Date the Retracted Shares for a purchase price per Class B Share equal to the Retraction Call Purchase Price. The closing of the purchase and sale of the Retracted Shares pursuant to the Retraction Call Right shall be deemed to have occurred as at the close of business on the Retraction Date and, for greater certainty, no redemption by Exchangeco of such Retracted Shares shall take place on the Retraction Date. In the event that Parent does not deliver or cause to be delivered a Parent Call Notice within such five (5) Business Day period, and provided that the Retraction Request is not withdrawn by the holder in the manner specified in Section 7.6 of the Class B Share Provisions, Exchangeco shall redeem the Retracted Shares on the Retraction Date and in the manner otherwise contemplated in Article 7 of the Class B Share Provisions.”
Appears in 1 contract
Samples: Exchange Rights Agreement (Glass House Brands Inc.)