Permitted Sale. Subject to the provisions of the Articles, Section 2.2 shall not apply to prevent a sale by any Shareholder of Proportionate Voting Shares 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 Proportionate Voting Shares; (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 Proportionate Voting Shares to be sold (exclusive of Proportionate Voting Shares 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 Proportionate Voting Shares; and (d) is in all other material respects identical to the offer for Proportionate Voting Shares. For greater certainty, the conversion of Proportionate Voting Shares into Subordinate Voting Shares shall not, in of itself, constitute a sale of Proportionate Voting Shares for the purposes of this Agreement.
Appears in 2 contracts
Samples: Coattail Agreement, Coattail Agreement
Permitted Sale. Subject to the provisions of the Articles, Section 2.2 shall not apply to prevent a sale by any Shareholder of Proportionate Voting Shares 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 Proportionate Voting SharesShares (on an as converted to Subordinate Voting Shares basis);
(b) provides that the percentage respective percentages of outstanding Subordinate Voting Shares and Subordinate Non-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 Proportionate Voting Shares to be sold (exclusive of Proportionate Voting Shares 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 Proportionate Voting Shares; and
(d) is in all other material respects identical to the offer for Proportionate Voting Shares. For greater certainty, the conversion of Proportionate Voting Shares into Subordinate Voting Shares, whether or not such Subordinate Voting Shares are subsequently sold, shall not, in of itself, constitute a sale of Proportionate Voting Shares for the purposes of this Agreement.
Appears in 1 contract
Samples: Coattail Agreement
Permitted Sale. Subject to the provisions of the Articles, Section 2.2 shall not apply to prevent a sale by any Shareholder of Proportionate Multiple Voting Shares if concurrently an offer is made to purchase Subordinate Subordinated Voting Shares that:
(a) offers a price per Subordinate Subordinated 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 Proportionate Multiple Voting Shares;
(b) provides that the percentage of outstanding Subordinate Subordinated 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 Proportionate Multiple Voting Shares to be sold (exclusive of Proportionate Multiple Voting Shares 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 Subordinated Voting Shares tendered if no shares are purchased pursuant to the offer for Proportionate Multiple Voting Shares; and
(d) is in all other material respects identical to the offer for Proportionate Multiple Voting Shares. For greater certaintyIn addition, and notwithstanding the conversion foregoing, subject to the provisions of Proportionate Voting Shares into Subordinate Voting Shares shall not, in of itself, constitute a sale of Proportionate Voting Shares for the purposes of this Agreement.Articles,
Appears in 1 contract
Samples: Coattail Agreement
Permitted Sale. (a) Subject to the provisions of the Articles, Section 2.2 shall not apply to prevent a sale by any Shareholder of Proportionate Multiple Voting Shares if concurrently an offer is made to purchase Subordinate Voting Shares that:
(ai) 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 take−over bid for the Proportionate Multiple Voting Shares;
(bii) 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 Proportionate Multiple Voting Shares to be sold (exclusive of Proportionate Multiple Voting 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 Proportionate Multiple Voting Shares; and
(div) is in all other material respects identical to the offer for Proportionate Multiple Voting Shares. For greater certainty.
(b) In addition, and notwithstanding the conversion foregoing, subject to the provisions of Proportionate Voting Shares into Subordinate Voting Shares shall notthe Articles, in of itself, constitute a sale of Proportionate Voting Shares for the purposes of this Agreement.Section
Appears in 1 contract
Samples: Coattail Agreement