Purchase for Cancellation. 8.1 Subject to applicable law and the articles of the Corporation and notwithstanding Section 8.2, the Corporation may at any time and from time to time purchase for cancellation all or any part of the Exchangeable Shares by private agreement with any holder of Exchangeable Shares. 8.2 Subject to applicable law and the articles of the Corporation, the Corporation may at any time and from time to time purchase for cancellation all or any part of the outstanding Exchangeable Shares by tender to all the holders of record of Exchangeable Shares then outstanding or through the facilities of any stock exchange on which the Exchangeable Shares are listed or quoted at any price per share together with an amount equal to all declared and unpaid dividends thereon for which the record date has occurred prior to the date of purchase. If in response to an invitation for tenders under the provisions of this Section 8.2, more Exchangeable Shares are tendered at a price or prices acceptable to the Corporation than the Corporation is prepared to purchase, the Exchangeable Shares to be purchased by the Corporation shall be purchased as nearly as may be pro rata according to the number of shares tendered by each holder who submits a tender to the Corporation, provided that when shares are tendered at different prices, the pro rating shall be effected (disregarding fractions) only with respect to the shares tendered at the price at which more shares were tendered than the Corporation is prepared to purchase after the Corporation has purchased all the shares tendered at lower prices. If only part of the Exchangeable Shares represented by any certificate shall be purchased, a new certificate for the balance of such shares shall be issued at the expense of the Corporation.
Appears in 3 contracts
Samples: Arrangement Agreement (Gran Tierra Energy, Inc.), Arrangement Agreement (Gran Tierra Energy, Inc.), Combination Agreement (Fuelcell Energy Inc)
Purchase for Cancellation. 8.1 Subject to applicable law and the articles of the Corporation and notwithstanding Section 8.2, the Corporation Company may at any time and from time to time purchase for cancellation all or any part of the Exchangeable Shares by private agreement with any holder of Exchangeable Shares for consideration consisting of Lululemon Common Shares.
8.2 Subject to applicable law and the articles of the Corporationlaw, the Corporation Company may at any time and from time to time purchase for cancellation all or any part of the outstanding Exchangeable Shares at any price by tender to all the holders of record of Exchangeable Shares then outstanding or through the facilities of any stock exchange on which the Exchangeable Shares are listed or quoted at any price per share together with an amount equal to all declared and unpaid dividends thereon for which the record date has occurred prior to the date of purchaseshare. If in response to an invitation for tenders under the provisions of this Section 8.2, 8.2 more Exchangeable Shares are tendered at a price or prices acceptable to the Corporation Company than the Corporation Company is prepared to purchase, the Exchangeable Shares to be purchased by the Corporation Company shall be purchased as nearly as may be pro rata according to the number of shares tendered by each holder who submits a tender to the CorporationCompany, provided that when shares are tendered at different prices, the pro rating shall be effected (disregarding fractions) only with respect to the shares tendered at the price at which more shares were tendered than the Corporation Company is prepared to purchase after the Corporation Company has purchased all the shares tendered at lower prices. If part only part of the Exchangeable Shares represented by any certificate shall be purchased, a new certificate for the balance of such shares holder thereof shall be issued receive at the expense of the CorporationCompany (either in the form of a certificate or in book-entry form through the direct registration system) the balance of such shares.
Appears in 3 contracts
Samples: Arrangement Agreement, Arrangement Agreement (Lululemon Athletica Inc.), Arrangement Agreement (Lululemon Corp.)
Purchase for Cancellation. 8.1 Subject to applicable law and the articles of the Corporation Company and notwithstanding Section 8.2, the Corporation Company may at any time and from time to time purchase for cancellation all or any part of the Exchangeable Shares by private agreement with any holder of Exchangeable Shares.
8.2 Subject to applicable law and the articles of the CorporationCompany, the Corporation Company may at any time and from time to time purchase for cancellation all or any part of the outstanding Exchangeable Shares by tender to all the holders of record of Exchangeable Shares then outstanding or through the facilities of any stock exchange on which the Exchangeable Shares are listed or quoted at any price per share together with an amount equal to all declared and unpaid dividends thereon for which the record date has occurred prior to the date of purchase. If in response to an invitation for tenders under the provisions of this Section 8.2, more Exchangeable Shares are tendered at a price or prices acceptable to the Corporation Company than the Corporation Company is prepared to purchase, the Exchangeable Shares to be purchased by the Corporation Company shall be purchased as nearly as may be pro rata according to the number of shares tendered by each holder who submits a tender to the CorporationCompany, provided that when shares are tendered at different prices, the pro rating shall be effected (disregarding fractions) only with respect to the shares tendered at the price at which more shares were tendered than the Corporation Company is prepared to purchase after the Corporation Company has purchased all the shares tendered at lower prices. If only part of the Exchangeable Shares represented by any certificate shall be purchased, a new certificate for the balance of such shares shall be issued at the expense of the CorporationCompany.
Appears in 3 contracts
Samples: Combination Agreement (Duke Energy Corp), Acquisition Agreement (Nabors Industries Inc), Combination Agreement (Duke Energy Corp)
Purchase for Cancellation. 8.1 (a) Subject to applicable law Law and the articles of the Corporation and notwithstanding Section 8.2, 8.1(b) the Corporation may at any time and from time to time purchase for cancellation all or any part of the Exchangeable Shares by private agreement with any holder of Exchangeable Shares.
8.2 (b) Subject to applicable law Law and the articles of the Corporation, the Corporation may at any time and from time to time purchase for cancellation all or any part of the outstanding Exchangeable Shares at any price per share by tender to all the holders of record of Exchangeable Shares then outstanding or through the facilities of any stock exchange on which the Exchangeable Shares are listed or quoted at any price per share together with an amount equal to all declared and unpaid dividends thereon for which the record date has occurred prior to the date of purchase. If in response to an invitation for tenders under the provisions of this Section 8.28.1(b), more Exchangeable Shares are tendered at a price or prices acceptable to the Corporation than the Corporation is prepared to purchase, the Exchangeable Shares to be purchased by the Corporation shall be purchased as nearly as may be pro rata according to the number of shares tendered by each holder who submits a tender to the Corporation, provided that when shares are tendered at different prices, the pro rating shall be effected (disregarding fractions) only with respect to the shares tendered at the price at which more shares were tendered than the Corporation is prepared to purchase after the Corporation has purchased all the shares tendered at lower prices. If only part of the Exchangeable Shares represented by any certificate shall be purchased, a new certificate for the balance of such shares shall be issued at the expense of the Corporation.
Appears in 2 contracts
Samples: Arrangement Agreement (U S Gold Corp), Arrangement Agreement (Minera Andes Inc /Wa)
Purchase for Cancellation. 8.1 Subject to applicable law and the articles of the Corporation and notwithstanding Section section 8.2, the Corporation Company may at any time and from time to time purchase for cancellation all or any part of the Exchangeable Shares by private agreement with any holder of Exchangeable Shares for consideration consisting of Common Shares.
8.2 Subject to applicable law and the articles of the Corporationlaw, the Corporation Company may at any time and from time to time purchase for cancellation all or any part of the outstanding Exchangeable Shares at any price by tender to all the holders of record of Exchangeable Shares then outstanding or through the facilities of any stock exchange on which the Exchangeable Shares are listed or quoted at any price per share together with an amount equal to all declared and unpaid dividends thereon for which the record date has occurred prior to the date of purchaseshare. If in response to an invitation for tenders under the provisions of this Section section 8.2, more Exchangeable Shares are tendered at a price or prices acceptable to the Corporation Company than the Corporation Company is prepared to purchase, the Exchangeable Shares to be purchased by the Corporation Company shall be purchased as nearly as may be pro rata according to the number of shares tendered by each holder who submits a tender to the CorporationCompany, provided that when shares are tendered at different prices, the pro rating shall be effected (disregarding fractions) only with respect to the shares tendered at the price at which more shares were tendered than the Corporation Company is prepared to purchase after the Corporation Company has purchased all the shares tendered at lower prices. If part only part of the Exchangeable Shares represented by any certificate shall be purchased, a new certificate for the balance of such shares shall be issued at the expense of the CorporationCompany.
Appears in 1 contract
Samples: Combination Agreement (Lojack Corp)
Purchase for Cancellation. 8.1 Subject to applicable law and the articles of the Corporation and notwithstanding Section 8.2law, the Corporation may at any time and from time to time purchase for cancellation all or any part of the Exchangeable Shares by private agreement with any holder of Exchangeable Shares.
8.2 Subject to applicable law and the articles of the Corporation, the Corporation Company may at any time and from time to time purchase for cancellation all or any part of the outstanding Exchangeable Shares at any price by tender to all the holders of record of Exchangeable Shares then outstanding or through the facilities of any stock exchange on which the Exchangeable Shares are listed or quoted at any price per share together with an amount equal to all declared and unpaid dividends thereon for which the record date has occurred prior to the date of purchaseshare. If in response to an invitation for tenders under the provisions of this Section 8.28.1, more Exchangeable Shares are tendered at a price or prices acceptable to the Corporation Company than the Corporation Company is prepared to purchase, the Exchangeable Shares to be purchased by the Corporation Company shall be purchased as nearly as may be pro rata according to the number of shares tendered by each holder who submits a tender to the CorporationCompany, provided that when shares are tendered at different prices, the pro rating shall be effected (disregarding fractions) only with respect to the shares tendered at the price at which more shares were tendered than the Corporation Company is prepared to purchase after the Corporation Company has purchased all the shares tendered at lower prices. If part only part of the Exchangeable Shares represented by any certificate shall be purchased, a new certificate for the balance of such shares shall be issued at the expense of the CorporationCompany.
Appears in 1 contract
Samples: Amalgamation Agreement (Dream Team International Inc)
Purchase for Cancellation. 8.1 Subject to applicable law and the articles of the Corporation and notwithstanding Section 8.2, the Corporation may at any time and from time to time purchase for cancellation all or any part of the Exchangeable Shares by private agreement with any holder Holder of Exchangeable Shares.
8.2 Subject to applicable law and the articles of the Corporation, the Corporation may at any time and from time to time purchase for cancellation all or any part of the outstanding Exchangeable Shares by tender to all the holders Holders of record of Exchangeable Shares then outstanding or through the facilities of any stock exchange on which the Exchangeable Shares are listed or quoted quoted, if any, at any price per share together with an amount equal to all declared and unpaid dividends thereon for which the record date has occurred prior to the date of purchase. If in response to an invitation for tenders under the provisions of this Section 8.2, more Exchangeable Shares are tendered at a price or prices acceptable to the Corporation than the Corporation is prepared to purchase, the Exchangeable Shares to be purchased by the Corporation shall be purchased as nearly as may be pro rata according to the number of shares tendered by each holder Holder who submits a tender to the Corporation, provided that when shares are tendered at different prices, the pro rating shall be effected (disregarding fractions) only with respect to the shares tendered at the price at which more shares were tendered than the Corporation is prepared to purchase after the Corporation has purchased all the shares tendered at lower prices. If only part of the Exchangeable Shares represented by any certificate shall be purchased, a new certificate for the balance of such shares shall be issued at the expense of the Corporation.
Appears in 1 contract
Samples: Stock Purchase Agreement (Surge Global Energy, Inc.)
Purchase for Cancellation. 8.1 Subject to applicable law and the articles of the Corporation and notwithstanding Section Sections 4.2, 4.3 and 8.2, the Corporation may at any time and from time to time purchase for cancellation all or any part of the Exchangeable Shares by private agreement with any holder of Exchangeable Shares.
8.2 Subject to applicable law and the articles of the Corporation, the Corporation may at any time and from time to time purchase for cancellation all or any part of the outstanding Exchangeable Shares by tender to all the holders of record of Exchangeable Shares then outstanding or through the facilities of any stock exchange on which the Exchangeable Shares are listed or quoted at any price per share together with an amount equal to all declared and unpaid dividends thereon for which the record date has occurred prior to the date of purchase. If in response to an invitation for tenders under the provisions of this Section 8.2, more Exchangeable Shares are tendered at a price or prices acceptable to the Corporation than the Corporation is prepared to purchase, the Exchangeable Shares to be purchased by the Corporation shall be purchased as nearly as may be pro rata according to the number of shares tendered by each holder who submits a tender to the Corporation, provided that when shares are tendered at different prices, the pro rating shall be effected (disregarding fractions) only with respect to the shares tendered at the price at which more shares were tendered than the Corporation is prepared to purchase after the Corporation has purchased all the shares tendered at lower prices. If only part of the Exchangeable Shares represented by any certificate shall be purchased, a new certificate for the balance of such shares shall be issued at the expense of the Corporation.
Appears in 1 contract
Samples: Arrangement Agreement (Magnum Hunter Resources Corp)
Purchase for Cancellation. 8.1 5.8.1 Subject to applicable law and the articles of the Corporation and notwithstanding Section 8.2section 5.8.2, the Corporation may at any time and from time to time purchase for cancellation all or any part of the Exchangeable Shares by private agreement with any holder of Exchangeable SharesShares for consideration consisting of shares of Spinco Common Stock.
8.2 5.8.2 Subject to applicable law and the articles of the Corporationlaw, the Corporation may at any time and from time to time purchase for cancellation all or any part of the outstanding Exchangeable Shares at any price by tender to all the holders of record of Exchangeable Shares then outstanding or through the facilities of any stock exchange on which the Exchangeable Shares are listed or quoted at any price per share together with an amount equal to all declared and unpaid dividends thereon for which the record date has occurred prior to the date of purchaseshare. If in response to an invitation for tenders under the provisions of this Section 8.2section 5.8.2, more Exchangeable Shares are tendered at a price or prices acceptable to the Corporation than the Corporation is prepared to purchase, the Exchangeable Shares to be purchased by the Corporation shall be purchased as nearly as may be pro rata according to the number of shares tendered by each holder who submits a tender to the Corporation, provided that when shares are tendered at different prices, the pro rating shall be effected (disregarding fractions) only with respect to the shares tendered at the price at which more shares were tendered than the Corporation is prepared to purchase after the Corporation has purchased all the shares tendered at lower prices. If part only part of the Exchangeable Shares represented by any certificate shall be purchased, a new certificate for the balance of such shares holder thereof shall be issued receive at the expense of the CorporationCorporation (either in the form of a certificate or in book-entry form through the direct registration system) the balance of such shares.
Appears in 1 contract
Samples: Transaction Agreement (Domtar CORP)
Purchase for Cancellation. 8.1 Subject to applicable law and the articles of the Corporation and notwithstanding Section section 8.2, the Corporation may Exchangeco may, at any time and from time to time time, purchase for cancellation all or any part of the Exchangeable Shares by private agreement with any holder of Exchangeable Shares for consideration consisting solely of Common Shares or Preferred Shares.
8.2 Subject to applicable law and the articles of the CorporationExchangeco, the Corporation Exchangeco may at any time and from time to time purchase for cancellation all or any part of the outstanding Exchangeable Shares at any price by tender to all the holders of record of Exchangeable Shares then outstanding or through the facilities of any stock exchange on which the Exchangeable Shares are listed or quoted at any price per share together with an amount equal to all declared and unpaid dividends thereon for which the record date has occurred prior to the date of purchaseshare. If in response to an invitation for tenders under the provisions of this Section section 8.2, more Exchangeable Shares are tendered at a price or prices acceptable to the Corporation Exchangeco than the Corporation Exchangeco is prepared to purchase, the Exchangeable Shares to be purchased by the Corporation Exchangeco shall be purchased as nearly as may be pro rata PRO RATA according to the number of shares tendered by each holder who submits a tender to the CorporationExchangeco, provided that when shares are tendered at different prices, the pro rating shall be effected (disregarding fractions) only with respect to the shares tendered at the price at which more shares were tendered than the Corporation Exchangeco is prepared to purchase after the Corporation Exchangeco has purchased all the shares tendered at lower prices. If part only part of the Exchangeable Shares represented by any certificate shall be purchased, a new certificate for the balance of such shares shall be issued at the expense of the CorporationExchangeco.
Appears in 1 contract