Common use of Permitted Sale Clause in Contracts

Permitted Sale. Subject to the provisions of the Articles and the LLC Agreement, Section 2.2 shall not apply to prevent a sale by any Shareholder of Multiple Voting Shares or Units if concurrently an offer is made to purchase Subordinate Voting Shares that: (a) offers a price per Subordinate Voting Share at least as high as the highest price per share paid or required to be paid pursuant to the take-over bid for the Multiple Voting Shares or Units (each on an as-converted to Subordinate Voting Shares basis), as applicable; (b) provides that the percentage of outstanding Subordinate Voting Shares to be taken up (exclusive of shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) is at least as high as the percentage of outstanding Multiple Voting Shares and Units to be sold (exclusive of Multiple Voting Shares or Units owned immediately prior to the offer by the offeror and persons acting jointly or in concert with the offeror); (c) has no condition attached other than the right not to take up and pay for Subordinate Voting Shares tendered if no shares are purchased pursuant to the offer for Multiple Voting Shares or Units, as applicable; and (d) is in all other material respects identical to the offer for Multiple Voting Shares or Units, as applicable. In addition, and notwithstanding the foregoing, subject to the provisions of the Articles, the LLC Agreement and the Support Agreement, Section 2.2 shall not apply to prevent the sale or transfer of Units by any Shareholder to (i) Xxxxx Xxxxxx and any members of the immediate family of Xxxxx Xxxxxx, and (ii) any person or company controlled, directly or indirectly by one or more of the persons referred to in (i) (each, a “Permitted Holder”), subject to Section 2.7 of this Agreement, provided such sale does not or would not constitute a take-over bid or, if so, is exempt or would be exempt from the formal bid requirements (as defined in applicable Securities Laws). For greater certainty, the conversion of Multiple Voting Shares into Subordinate Voting Shares or the redemption of Units in exchange for Subordinate Voting Shares, whether or not such Subordinate Voting Shares are subsequently sold, shall not, in of itself, constitute a sale of Multiple Voting Shares or Units for the purposes of this Agreement.

Permitted Sale. Subject to the provisions of the Articles and the LLC AgreementArticles, Section 2.2 shall not apply to prevent a sale by any Shareholder of Multiple Voting Shares or Units if concurrently an offer is made to purchase Subordinate Voting Shares that: (a) offers a price per Subordinate Voting Share at least as high as the highest price per share paid or required to be paid pursuant to the take-over bid for the Multiple Voting Shares or Units (each on an as-converted to Subordinate Voting Shares basis), as applicableShares; (b) provides that the percentage of outstanding Subordinate Voting Shares to be taken up (exclusive of shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) is at least as high as the percentage of outstanding Multiple Voting Shares and Units to be sold (exclusive of Multiple Voting Shares or Units owned immediately prior to the offer by the offeror and persons acting jointly or in concert with the offeror); (c) has no condition attached other than the right not to take up and pay for Subordinate Voting Shares tendered if no shares are purchased pursuant to the offer for Multiple Voting Shares or Units, as applicableShares; and (d) is in all other material respects identical to the offer for Multiple Voting Shares or Units, as applicableShares. In addition, and notwithstanding the foregoing, subject to the provisions of the Articles, the LLC Agreement and the Support Agreement, Section 2.2 shall not apply to prevent the transfer or sale or transfer of Units Multiple Voting Shares by any Shareholder to (i) Xxxxx Xxxxxx and any members of the immediate family of Xxxxx Xxxxxx, and (ii) any person or company controlled, directly or indirectly by one or more of the persons referred to in (i) (each, a “Permitted Holder”), subject to Section 2.7 of this Agreement2.7, provided such transfer or sale does is not or would not constitute have been subject to the requirements to make a take-over bid or, if so, is exempt or constitute or would be constitute an exempt from the formal take-over bid requirements (as defined in under applicable Securities Laws). For greater certainty, the conversion of Multiple Voting Shares into Subordinate Voting Shares or the redemption of Units in exchange for Subordinate Voting Shares, whether or not such Subordinate Voting Shares are subsequently sold, shall not, in of itself, constitute a sale of Multiple Voting Shares or Units for the purposes of this Agreement.

Permitted Sale. Subject to the provisions of the Articles and the LLC AgreementArticles, Section 2.2 shall not apply to prevent a sale by any the Shareholder of Multiple Super Voting Shares or Units if concurrently an offer is made to purchase Subordinate Voting Shares and Multiple Voting Shares that: (a) offers a price per Subordinate Voting Share and a price per Multiple Voting Share (on an as-converted to Subordinate Voting Shares basis) at least as high as the highest price per share paid or required to be paid pursuant to the take-over bid such offer for the Multiple Super Voting Shares or Units (each on an as-converted to Subordinate Voting Shares Share basis), as applicable; (b) provides that the percentage of outstanding Subordinate Voting Shares to be taken up (exclusive of shares Subordinate Voting Shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) and the percentage of outstanding Multiple Voting Shares to be taken up (exclusive of Multiple Voting Shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) is at least as high as the percentage of outstanding Multiple Super Voting Shares and Units to be sold (exclusive of Multiple Super Voting Shares or Units owned immediately prior to the offer by the offeror and or persons acting jointly or in concert with the offeror); (c) has no condition attached other than the right not to take up and pay for Subordinate Voting Shares and Multiple Voting Shares tendered if no shares are purchased pursuant to the offer for Multiple Super Voting Shares or Units, as applicableShares; and (d) is in all other material respects identical to the offer for Multiple Super Voting Shares or Units, as applicableShares. In addition, and notwithstanding Notwithstanding the foregoing, subject to the provisions of the Articles, the LLC Agreement and the Support Agreement, Section 2.2 shall not apply to prevent a transfer by the sale or transfer Shareholder of Units by any Shareholder Super Voting Shares to (i) Xxxxx Xxxxxx and any members of the immediate family of Xxxxx Xxxxxx, and (ii) any person or company controlled, directly or indirectly by one or more of the persons referred to in (i) (each, a “Permitted Holder”), subject to Section 2.7 of this Agreement, provided such sale does not or would not constitute a take-over bid or, if so, is exempt or would be exempt from the formal bid requirements (as defined in applicable Securities Laws). For greater certainty, the conversion of Multiple Super Voting Shares into Subordinate Voting Shares or the redemption of Units in exchange for Subordinate Voting Shares, whether or not such Subordinate Voting Shares are subsequently transferred or sold, shall not, in of itself, not constitute a sale or transfer of Multiple Super Voting Shares or Units for the purposes of this Agreement.

Permitted Sale. Subject to the provisions of the Articles and the LLC AgreementArticles, Section 2.2 shall not apply to prevent a sale by any Shareholder of Multiple Super Voting Shares or Units if concurrently an offer is made to purchase Subordinate Voting Shares that: (a) offers a price per Subordinate Voting Share and a price per Multiple Voting Shares (on an as-converted to Subordinate Voting Shares basis) at least as high as the highest price per share paid or required to be paid pursuant to the take-over bid for the Multiple Super Voting Shares or Units (each on an as-converted to Subordinate Voting Shares basis), as applicable; (b) provides that the percentage of outstanding Subordinate Voting Shares to be taken up (exclusive of shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) and the percentage of outstanding Multiple Voting Shares to be taken up (exclusive of shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) is at least as high as the percentage of outstanding Multiple Super Voting Shares and Units to be sold (exclusive of Multiple Super Voting Shares or Units owned immediately prior to the offer by the offeror and persons acting jointly or in concert with the offeror); (c) has no condition attached other than the right not to take up and pay for Subordinate Voting Shares and Multiple Voting Shares tendered if no shares are purchased pursuant to the offer for Multiple Super Voting Shares or Units, as applicableShares; and (d) is in all other material respects identical to the offer for Multiple Super Voting Shares or Units, as applicableShares. In addition, and notwithstanding the foregoing, subject to the provisions of the Articles, the LLC Agreement and the Support Agreement, Section 2.2 shall not apply to prevent the sale or transfer of Units Super Voting Shares by any Shareholder to (i) Xxxxx Xxxxxx and any members of the immediate family of Xxxxx Xxxxxx, and (ii) any person or company controlled, directly or indirectly by one or more of the persons referred to in (i) (each, a “Permitted Holder”), subject to Section 2.7 of this Agreement, provided such sale does not or would not constitute a take-over bid or, if so, is exempt or would be exempt from the formal bid requirements (as defined in applicable Securities Laws). For greater certainty, the conversion of Multiple Super Voting Shares into Subordinate Voting Shares or the redemption of Units in exchange for Subordinate Multiple Voting Shares, whether or not such Subordinate Multiple Voting Shares are subsequently sold, shall not, in of itself, constitute a sale of Multiple Super Voting Shares or Units for the purposes of this Agreement.

Permitted Sale. Subject to the provisions of the Articles and the LLC AgreementArticles, Section 2.2 shall not apply to prevent a sale by any Shareholder of Multiple Voting Shares or Units if concurrently an offer is made to purchase Subordinate Voting Shares that: (a) offers a price per Subordinate Voting Share at least as high as the highest price per share paid or required to be paid pursuant to the take-over bid for the Multiple Voting Shares or Units (each on an as-converted to Subordinate Voting Shares basis), as applicableShares; (b) provides that the percentage of outstanding Subordinate Voting Shares to be taken up and paid for (exclusive of shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) is at least as high as the percentage of outstanding Multiple Voting Shares and Units to be sold taken up and paid for (exclusive of Multiple Voting Shares or Units owned immediately prior to the offer by the offeror and persons acting jointly or in concert with the offeror); (c) has no condition attached other than the right not to take up and pay for Subordinate Voting Shares tendered if no shares are purchased pursuant to the offer for Multiple Voting Shares or Units, as applicableShares; and (d) is in all other material respects identical to the offer for Multiple Voting Shares or Units, as applicableShares. In addition, and notwithstanding the foregoing, subject to the provisions of the Articles, the LLC Agreement and the Support Agreement, Section 2.2 shall not apply to prevent the sale or transfer of Units Multiple Voting Shares by any Shareholder to (i) Xxxxx Xxxxxx and any members of the immediate family of Xxxxx Xxxxxx, and (ii) any person or company controlled, directly or indirectly by one or more of the persons referred to in (i) (each, a “Permitted Holder”), subject to Section 2.7 of this Agreement, provided such sale does is not or would not constitute have been subject to the requirements to make a take-over bid or, if so, is exempt or would be exempt from the formal bid certain requirements (as defined in applicable to take-over bids under applicable Securities Laws). For greater certainty, the conversion of Multiple Voting Shares into Subordinate Voting Shares or the redemption of Units in exchange for Subordinate Voting Shares, whether or not such Subordinate Voting Shares are subsequently sold, shall not, in of itself, constitute a sale of Multiple Voting Shares or Units for the purposes of this Agreement.

Permitted Sale. Subject to the provisions of the Articles and the LLC AgreementArticles, Section 2.2 shall not apply to prevent a sale by any Shareholder of Multiple Voting Shares or Units if concurrently an offer is made to purchase Subordinate Voting Shares that: (a) offers a price per Subordinate Voting Share at least as high as the highest price per share paid or required to be paid pursuant to the take-over bid for the Multiple Voting Shares or Units (each on an as-converted to Subordinate Voting Shares basis), as applicableShares; (b) provides that the percentage of outstanding Subordinate Voting Shares to be taken up and paid for (exclusive of shares Subordinate Voting Shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) is at least as high as the percentage of outstanding Multiple Voting Shares and Units to be sold taken up and paid for (exclusive of Multiple Voting Shares or Units owned immediately prior to the offer by the offeror and persons acting jointly or in concert with the offeror); (c) has no condition attached other than the right not to take up and pay for Subordinate Voting Shares tendered if no shares are purchased pursuant to the offer for Multiple Voting Shares or Units, as applicableShares; and (d) is in all other material respects identical to the offer for Multiple Voting Shares or Units, as applicableShares. In addition, and notwithstanding the foregoing, subject to the provisions of the Articles, the LLC Agreement and the Support Agreement, Section 2.2 shall not apply to prevent the sale or transfer of Units Multiple Voting Shares by any Shareholder to (i) Xxxxx Xxxxxx and any members of the immediate family of Xxxxx Xxxxxx, and (ii) any person or company controlled, directly or indirectly by one or more of the persons referred to in (i) (each, a “Permitted Holder”), subject to Section 2.7 of this Agreement2.7, provided such sale does is not or would not constitute have been subject to the requirements to make a take-over bid or, if so, or is exempt or would be exempt from the formal bid requirements (as defined in applicable under Securities Laws). For greater certainty, the conversion of Multiple Voting Shares into Subordinate Voting Shares or the redemption of Units in exchange for Subordinate Voting Shares, whether or not such Subordinate Voting Shares are subsequently sold, shall not, in of itself, constitute a sale of Multiple Voting Shares or Units for the purposes of this Agreement.

Permitted Sale. Subject to the provisions of the Articles and the LLC AgreementArticles, Section 2.2 shall not apply to prevent a sale by any Shareholder of Multiple Super Voting Shares or Units if concurrently an offer is made to purchase Subordinate Voting Shares and Multiple Voting Shares that: (a) offers a price per Subordinate Voting Share and a price per Multiple Voting Share (on an as-converted to Subordinate Voting Shares basis) at least as high as the highest price per share paid or required to be paid pursuant to the take-over bid such offer for the Multiple Super Voting Shares or Units (each on an as-converted to Subordinate Voting Shares Share basis), as applicable; (b) provides that the percentage of outstanding Subordinate Voting Shares to be taken up (exclusive of shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) and the percentage of outstanding Multiple Voting Shares to be taken up (exclusive of shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) is at least as high as the percentage of outstanding Multiple Super Voting Shares and Units to be sold (exclusive of Multiple Super Voting Shares or Units owned immediately prior to the offer by the offeror and persons acting jointly or in concert with the offeror); (c) has no condition attached other than the right not to take up and pay for Subordinate Voting Shares and Multiple Voting Shares tendered if no shares are purchased pursuant to the offer for Multiple Super Voting Shares or Units, as applicableShares; and (d) is in all other material respects identical to the offer for Multiple Super Voting Shares or Units, as applicableShares. In addition, and notwithstanding Notwithstanding the foregoing, subject to the provisions of the Articles, the LLC Agreement and the Support Agreement, Section 2.2 shall not apply to prevent the sale or transfer of Units Super Voting Shares by any Shareholder to (i) Xxxxx Xxxxxx and any members of the immediate family of Xxxxx Xxxxxx, and (ii) any person or company controlled, directly or indirectly by one or more of the persons referred to in (i) (each, a “Permitted Holder”), subject to Section 2.7 of this Agreement, provided such sale does not or would not constitute a take-over bid or, if so, is exempt or would be exempt from the formal bid requirements (as defined in applicable Securities Laws). For greater certainty, the conversion of Multiple Super Voting Shares into Subordinate Voting Shares or the redemption of Units in exchange for Subordinate Multiple Voting Shares, whether or not such Subordinate Multiple Voting Shares are subsequently sold, shall not, in of itself, not constitute a sale disposition of Multiple Super Voting Shares or Units for the purposes of this Agreement.

Permitted Sale. Subject to the provisions of the Articles and the LLC AgreementArticles, Section 2.2 shall not apply to prevent a sale by any Shareholder of Multiple Super Voting Shares or Units if concurrently an offer is made to purchase Subordinate Voting Shares and Multiple Voting Shares that: (a) offers a price per Subordinate Voting Share and a price per Multiple Voting Share (on an as-converted to Subordinate Voting Shares basis) at least as high as the highest price per share paid or required to be paid pursuant to the take-over bid such offer for the Multiple Super Voting Shares or Units (each on an as-converted to Subordinate Voting Shares Share basis), as applicable; (b) provides that the percentage of outstanding Subordinate Voting Shares to be taken up (exclusive of shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) and the percentage of outstanding Multiple Voting Shares to be taken up (exclusive of shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) is at least as high as the percentage of outstanding Multiple Super Voting Shares and Units to be sold (exclusive of Multiple Super Voting Shares or Units owned immediately prior to the offer by the offeror and persons acting jointly or in concert with the offeror); (c) has no condition attached other than the right not to take up and pay for Subordinate Voting Shares and Multiple Voting Shares tendered if no shares are purchased pursuant to the offer for Multiple Super Voting Shares or Units, as applicableShares; and (d) is in all other material respects identical to the offer for Multiple Super Voting Shares or Units, as applicableShares. In addition, and notwithstanding Notwithstanding the foregoing, subject to the provisions of the Articles, the LLC Agreement and the Support Agreement, Section 2.2 shall not apply to prevent the sale or transfer of Units Super Voting Shares by any Shareholder to (i) Xxxxx Xxxxxx and any members of the immediate family of Xxxxx Xxxxxx, and (ii) any person or company controlled, directly or indirectly by one or more of the persons referred to in (i) (each, a “Permitted Holder”), subject to Section 2.7 of this Agreement, provided such sale does not or would not constitute a take-over bid or, if so, is exempt or would be exempt from the formal bid requirements (as defined in applicable Securities Laws). For greater certainty, the conversion of Multiple Voting Shares into Subordinate Voting Shares or the redemption of Units in exchange for Subordinate Voting Shares, whether or not such Subordinate Voting Shares are subsequently sold, shall not, in of itself, constitute a sale of Multiple Voting Shares or Units for the purposes of this Agreement.Section

Permitted Sale. Subject to the provisions of the Articles and the LLC AgreementArticles, Section 2.2 shall not apply to prevent a sale by any Shareholder of Multiple Voting Shares or Units if concurrently an offer is made to purchase Subordinate Voting Shares that: (a) offers a price per Subordinate Voting Share at least as high as the highest price per share paid or required to be paid pursuant to the take-over bid for the Multiple Voting Shares or Units (each on an as-converted to Subordinate Voting Shares basis), as applicableShares; (b) provides that the percentage of outstanding Subordinate Voting Shares to be taken up (exclusive of shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) is at least as high as the percentage of outstanding Multiple Voting Shares and Units to be sold (exclusive of Multiple Voting Shares or Units owned immediately prior to the offer by the offeror and persons acting jointly or in concert with the offeror); (c) has no condition attached other than the right not to take up and pay for Subordinate Voting Shares tendered if no shares are purchased pursuant to the offer for Multiple Voting Shares or Units, as applicableShares; and (d) is in all other material respects identical to the offer for Multiple Voting Shares. For greater certainty, the conversion of Multiple Voting Shares or Unitsinto Subordinate Voting Shares shall not, as applicablein of itself, constitute a sale of Multiple Voting Shares for the purposes of this Agreement. In addition, and notwithstanding the foregoing, subject to the provisions of the Articles, the LLC Agreement and the Support Agreement, Section 2.2 shall not apply to prevent the transfer or sale of Multiple Voting Shares by the Shareholder or transfer of Units by any Shareholder Permitted Transferees, to (i) Xxxxx Xxxxxx and any members of the immediate family of Xxxxx Xxxxxx, and (ii) any person or company controlled, directly or indirectly by one or more of the persons referred to in (i) (each, a “Permitted Holder”)Transferee, subject to Section 2.7 of this Agreement, provided such transfer or sale does not or would not constitute a take-over bid or, if so, is exempt or would be exempt from the formal bid requirements (as defined in under applicable Securities Laws). For greater certainty, the conversion of Multiple Voting Shares into Subordinate Voting Shares or the redemption of Units in exchange for Subordinate Voting Shares, whether or not such Subordinate Voting Shares are subsequently sold, shall not, in of itself, constitute a sale of Multiple Voting Shares or Units for the purposes of this Agreement.

Permitted Sale. ‌ (1) Subject to the provisions of the Articles and the LLC AgreementArticles, Section 2.2 shall not apply to prevent a sale by any Shareholder MVS Holder of Multiple Voting Shares or Units if concurrently an offer is made to purchase Subordinate Limited Voting Shares that: (a) offers a price per Subordinate Limited Voting Share at least as high as the highest price per share paid or required to be paid pursuant to the take-over bid for the Multiple Voting Shares or Units (each on an as-converted to Subordinate Voting Shares basis), as applicableShares; (b) provides that the percentage of outstanding Subordinate Limited Voting Shares to be taken up and paid for (exclusive of shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) is at least as high as the percentage of outstanding Multiple Voting Shares and Units to be sold taken up and paid for (exclusive of Multiple Voting Shares or Units owned immediately prior to the offer by the offeror and persons acting jointly or in concert with the offeror); (c) has no condition attached other than such conditions as are permitted in a take- over bid under applicable Securities Laws, including the right not to take up and pay for Subordinate Limited Voting Shares tendered if no shares are purchased pursuant to the offer for Multiple Voting Shares or Units, as applicableShares; and (d) is in all other material respects identical to the offer for Multiple Voting Shares or Units, as applicable. Shares. (2) In addition, and notwithstanding the foregoing, subject to the provisions of the Articles, the LLC Agreement and the Support Agreement, Section 2.2 shall not apply to prevent the sale or transfer of Units Multiple Voting Shares by any Shareholder MVS Holder to (i) Xxxxx Xxxxxx and any members of the immediate family of Xxxxx Xxxxxx, and (ii) any person or company controlled, directly or indirectly by one or more of the persons referred to in (i) (each, a “Permitted Holder”)Transferee, subject to Section 2.7 of this Agreement, provided such sale does not or would not constitute a take-over bid or, if so, is exempt or would be exempt from the formal bid requirements (as defined in applicable to take-over bids under applicable Securities Laws). . (3) For greater certainty, the conversion of Multiple Voting Shares into Subordinate Voting Shares or the redemption of Units in exchange for Subordinate Limited Voting Shares, whether or not such Subordinate Limited Voting Shares are subsequently sold, shall not, in and of itself, constitute a sale of Multiple Voting Shares or Units for the purposes of this Agreement.

Permitted Sale. Subject to the provisions of the Articles and the LLC AgreementArticles, Section 2.2 shall not apply to prevent a sale by any Shareholder of Multiple Voting Shares or Units if concurrently an offer is made to purchase Subordinate Voting Shares that: (a) offers a price per Subordinate Voting Share at least as high as the highest price per share paid or required to be paid pursuant to the take-over bid for the Multiple Voting Shares or Units (each on an as-converted to Subordinate Voting Shares basis), as applicableShares; (b) provides that the percentage of outstanding Subordinate Voting Shares to be taken up (exclusive of shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) is at least as high as the percentage of outstanding Multiple Voting Shares and Units to be sold (exclusive of Multiple Voting Shares or Units owned immediately prior to the offer by the offeror and persons acting jointly or in concert with the offeror); (c) has no condition attached other than the right not to take up and pay for Subordinate Voting Shares tendered if no shares are purchased pursuant to the offer for Multiple Voting Shares or Units, as applicableShares; and (d) is in all other material respects identical to the offer for Multiple Voting Shares or Units, as applicableShares. In addition, and notwithstanding the foregoing, subject to the provisions of the Articles, the LLC Agreement and the Support Agreement, Section 2.2 shall not apply to prevent the sale or transfer of Units Multiple Voting Shares by any Shareholder to (i) Xxxxx Xxxxxx and any members of the immediate family of Xxxxx Xxxxxx, and (ii) any person or company controlled, directly or indirectly by one or more of the persons referred to in (i) (each, a “Permitted Holder”), subject to Section 2.7 of this Agreement, provided such sale does not or would not constitute a take-over bid or, if so, is exempt or would be exempt from the formal bid requirements (as defined in applicable Securities Laws). For greater certainty, the conversion of Multiple Voting Shares into Subordinate Voting Shares or the redemption of Units in exchange for Subordinate Voting Shares, whether or not such Subordinate Voting Shares are subsequently sold, shall not, in of itself, constitute a sale of Multiple Voting Shares or Units for the purposes of this Agreement.

Permitted Sale. Subject to the provisions of the Articles and the LLC AgreementArticles, Section 2.2 shall not apply to prevent a sale by any Shareholder of Multiple Super Voting Shares or Units if concurrently an offer is made to purchase Subordinate Voting Shares and Multiple Voting Shares that: (a) offers a price per Subordinate Voting Share and a price per Multiple Voting Share (on an as-converted to Subordinate Voting Shares basis) at least as high as the highest price per share paid or required to be paid pursuant to the take-over bid such offer for the Multiple Super Voting Shares or Units (each on an as-converted to Subordinate Voting Shares Share basis), as applicable; (b) provides that the percentage of outstanding Subordinate Voting Shares to be taken up (exclusive of shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) and the percentage of outstanding Multiple Voting Shares to be taken up (exclusive of shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) is at least as high as the percentage of outstanding Multiple Super Voting Shares and Units to be sold (exclusive of Multiple Super Voting Shares or Units owned immediately prior to the offer by the offeror and persons acting jointly or in concert with the offeror); (c) has no condition attached other than the right not to take up and pay for Subordinate Voting Shares and Multiple Voting Shares tendered if no shares are purchased pursuant to the offer for Multiple Super Voting Shares or Units, as applicableShares; and (d) is in all other material respects identical to the offer for Multiple Super Voting Shares or Units, as applicableShares. In addition, and notwithstanding Notwithstanding the foregoing, subject to the provisions of the Articles, the LLC Agreement and the Support Agreement, Section 2.2 shall not apply to prevent the sale or transfer of Units Super Voting Shares by any Shareholder to (i) Xxxxx Xxxxxx and any members of the immediate family of Xxxxx Xxxxxx, and (ii) any person or company controlled, directly or indirectly by one or more of the persons referred to in (i) (each, a “Permitted Holder”), subject to Section 2.7 of this Agreement, provided such sale does not or would not constitute a take-over bid or, if so, is exempt or would be exempt from the formal bid requirements (as defined in applicable Securities Laws). For greater certainty, the conversion of Multiple Super Voting Shares into Subordinate Voting Shares or the redemption of Units in exchange for Subordinate Voting Shares, whether or not such Subordinate Voting Shares are subsequently sold, shall not, in of itself, not constitute a sale disposition of Multiple Super Voting Shares or Units for the purposes of this Agreement.

Permitted Sale. Subject to the provisions of the Articles and the LLC AgreementArticles, Section 2.2 shall not apply to prevent a sale by any Shareholder of Multiple Proportionate Voting Shares or Units if concurrently an offer is made to purchase Subordinate Voting Common Shares that: (a) offers a price per Subordinate Voting Common Share (on an as-converted basis) at least as high as the highest price per share paid or required to be paid pursuant to the take-take- over bid for the Multiple Proportionate Voting Shares or Units (each on an as-converted to Subordinate Voting Shares basis), as applicable; (b) provides that the percentage of outstanding Subordinate Voting Common Shares (on an as- converted basis) to be taken up and paid for (exclusive of shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) is at least as high as the percentage of outstanding Multiple Proportionate Voting Shares and Units to be sold taken up and paid for (exclusive of Multiple Proportionate Voting Shares or Units owned immediately prior to the offer by the offeror and persons acting jointly or in concert with the offeror); (c) has no condition attached other than the right not to take up and pay for Subordinate Voting Common Shares tendered if no shares Proportionate Voting Shares are purchased pursuant to the offer for Multiple Proportionate Voting Shares or Units, as applicableShares; and (d) is in all other material respects identical to the offer for Multiple Proportionate Voting Shares or Units, as applicableShares. In addition, and notwithstanding the foregoing, subject to the provisions of the Articles, the LLC Agreement and the Support Agreement, Section 2.2 shall not apply to prevent the sale or transfer of Units Proportionate Voting Shares by any Shareholder to (i) Xxxxx Xxxxxx and or any members of the immediate family of Xxxxx Xxxxxx, and (ii) any person or company controlled, directly or indirectly by one or more of the persons referred to in (i) (each, a “Permitted Holder”)) to a Permitted Holder, subject to Section 2.7 of this Agreement, provided such sale does is not or would not constitute have been subject to the requirements to make a take-over bid or, if so, is exempt or constitute or would be constitute an exempt from the formal take-over bid requirements (as defined in under applicable Securities Laws). For greater certainty, the conversion of Multiple Proportionate Voting Shares into Subordinate Voting Common Shares or the redemption of Units in exchange for Subordinate Voting Shares, whether or not such Subordinate Voting Shares are subsequently sold, shall not, in and of itself, constitute a sale of Multiple Proportionate Voting Shares or Units for the purposes of this Agreement.

Permitted Sale. (a) Subject to the provisions of the Articles and the LLC AgreementArticles, Section 2.2 shall not apply to prevent a sale by any Shareholder NOS Holdings of Multiple Voting Shares or Units the Class B special shares if concurrently an offer is made to purchase all of the outstanding Subordinate Voting Shares at such time that: (ai) offers a price per Subordinate Voting Share that is at least as high as the highest price per share paid or required to be paid pursuant to the take-over bid for the Multiple Voting Shares or Units (each on an as-converted to Subordinate Voting Shares basis), as applicableClass B special shares; (bii) provides that the percentage of outstanding Subordinate Voting Shares to be taken up (exclusive of shares Subordinate Voting Shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) is at least as high as the percentage of outstanding Multiple Voting Shares and Units Class B special shares to be sold (exclusive of Multiple Voting Shares or Units the Class B special shares owned immediately prior to the offer by the offeror and persons acting jointly or in concert with the offeror); (ciii) has no condition attached other than the right not to take up and pay for Subordinate Voting Shares tendered if no shares are purchased pursuant to the offer for Multiple Voting Shares or Units, as applicableClass B special shares; and (div) is in all other material respects identical to the offer for Multiple Voting Shares or Units, as applicable. In addition, and notwithstanding Class B special shares. (b) Notwithstanding the foregoing, subject to the provisions of the Articles, the LLC Agreement and the Support Agreement, Section 2.2 shall not apply to prevent the sale or transfer of Units by any Shareholder to prevent: (i) Xxxxx Xxxxxx and any members the transfer of the immediate family Class B special share by NOS Holdings to an affiliate of Xxxxx Xxxxxx, and (ii) any person or company controlled, directly or indirectly by one or more of the persons referred to in (i) (each, a “Permitted Holder”)NOS Holdings, subject to the provisions of the Articles and Section 2.7 of this Agreement, provided such sale does transfer is not or would not constitute have been subject to the requirements to make a take-over bid orbid, if so, is exempt or constitutes or would be constitute an exempt from the formal take-over bid requirements (as defined in applicable Securities Lawssecurities legislation). For greater certainty, ; and (ii) a redemption or retraction of the conversion Class B special shares by the Company in accordance with terms of Multiple Voting Shares into Subordinate Voting Shares or the redemption of Units in exchange for Subordinate Voting Shares, whether or not such Subordinate Voting Shares are subsequently sold, shall not, in of itself, constitute a sale of Multiple Voting Shares or Units for the purposes of this AgreementArticles.

Permitted Sale. ‌ Subject to the provisions of the Articles and the LLC AgreementArticles, Section 2.2 shall not apply to prevent a sale by any Shareholder of Multiple Voting Shares or Units if concurrently an offer is made to purchase Subordinate Voting Shares that: (a) offers a price per Subordinate Voting Share at least as high as the highest price per share paid or required to be paid pursuant to the take-over bid for the Multiple Voting Shares or Units (each on an as-converted to Subordinate Voting Shares basis), as applicableShares; (b) provides that the percentage of outstanding Subordinate Voting Shares to be taken up (exclusive of shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) is at least as high as the percentage of outstanding Multiple Voting Shares and Units to be sold (exclusive of Multiple Voting Shares or Units owned immediately prior to the offer by the offeror and persons acting jointly or in concert with the offeror); (c) has no condition attached other than the right not to take up and pay for Subordinate Voting Shares tendered if no shares are purchased pursuant to the offer for Multiple Voting Shares or Units, as applicableShares; and (d) is in all other material respects identical to the offer for Multiple Voting Shares or Units, as applicableShares. In addition, and notwithstanding the foregoing, subject to the provisions of the Articles, the LLC Agreement and the Support Agreement, Section 2.2 shall not apply to prevent the sale or transfer of Units Multiple Voting Shares by any Shareholder to (i) Xxxxx Xxxxxx and any members of the immediate family of Xxxxx Xxxxxx, and (ii) any person or company controlled, directly or indirectly by one or more of the persons referred to in (i) (each, a “Permitted Holder”), subject to Section 2.7 of this Agreement, provided such sale does not or would not constitute a take-over bid or, if so, is exempt or would be exempt from the formal bid requirements (as defined in applicable Securities Laws). For greater certainty, the conversion of Multiple Voting Shares into Subordinate Voting Shares or the redemption of Units in exchange for Subordinate Voting Shares, whether or not such Subordinate Voting Shares are subsequently sold, shall not, in of itself, constitute a sale of Multiple Voting Shares or Units for the purposes of this Agreement.

Permitted Sale. Subject to the provisions of the Articles and the LLC AgreementArticles, Section 2.2 shall not apply to prevent a sale by any Shareholder of Multiple Voting Shares or Units if concurrently an offer is made to purchase Subordinate Voting Shares that: (a) offers a price per Subordinate Voting Share at least as high as the highest price per share paid or required to be paid pursuant to the take-over bid for the Multiple Voting Shares or Units (each on an as-converted to Subordinate Voting Shares basis), as applicableVotingShares; (b) provides that the percentage of outstanding Subordinate Voting Shares to be taken up (exclusive of shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) is at least as high as the percentage of outstanding Multiple Voting Shares and Units to be sold (exclusive of Multiple Voting Shares or Units owned immediately prior to the offer by the offeror and persons acting jointly or in concert with the offerortheofferor); (c) has no condition attached other than the right not to take up and pay for Subordinate Voting Shares tendered if no shares are purchased pursuant to the offer for Multiple Voting Shares or Units, as applicableShares; and (d) is in all other material respects identical to the offer for Multiple Voting Shares or Units, as applicableShares. In addition, and notwithstanding Notwithstanding the foregoing, subject to the provisions of the Articles, the LLC Agreement and the Support Agreement, Section 2.2 shall not apply to prevent the sale or transfer of Units Multiple Voting Shares by any Shareholder to (i) Xxxxx X. Xxxxxx and any members of the immediate family of Xxxxx X. Xxxxxx, and (ii) Xxxxxx X. Xxxxxx and any members of the immediate family of Xxxxxx X. Xxxxxx, (iii) any person or company controlled, directly or indirectly by one or more of the persons referred to in (i) and (ii) (each, a “Permitted Holder”), subject to Section 2.7 of this Agreement, provided such sale does not or would not constitute a take-over bid (if the vendor or transferee were in Canada) or, if so, is exempt or would be exempt from the formal bid requirements (as defined in applicable Securities Lawssecurities legislation); and (ii) a redemption or retraction of the Multiple Voting Shares by the Company in accordance with terms of the Articles. For greater certainty, the conversion of Multiple Voting Shares into Subordinate Voting Shares or the redemption of Units in exchange for Subordinate Voting Shares, whether or not such Subordinate Voting Shares are subsequently sold, shall not, in of itself, not constitute a sale disposition of Multiple Voting Shares or Units for the purposes of this Agreement.