Recognition of Dissenting Holders. (a) In no circumstances shall the Purchaser, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Company Shares in respect of which such rights are sought to be exercised. (b) For greater certainty, in no case shall the Purchaser, the Company or any other Person be required to recognize Dissenting Holders as holders of Company Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a), and the names of such Dissenting Holders shall be removed from the applicable registers of holders of Company Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(a) occurs. (c) In addition to any other restrictions under Section 185 of the OBCA, none of the following shall be entitled to exercise Dissent Rights: (i) Company Optionholders; (ii) Company RSU Holders; (iii) Company PSU Holders; and (iv) holders of Company Shares who vote or have instructed a proxyholder to vote such Company Shares in favour of the Arrangement Resolution (but only in respect of such Company Shares).
Appears in 5 contracts
Samples: Second Amending Agreement (IM Cannabis Corp.), Amending Agreement (IM Cannabis Corp.), Second Amending Agreement
Recognition of Dissenting Holders. (a) In no circumstances shall the Purchaser, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Company Shares in respect of which such rights Dissent Rights are sought to be exercised.
(b) For greater certainty, in no case shall the Purchaser, the Company or any other Person be required to recognize Dissenting Holders as holders of Company Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a3.1(a), and the names of such Dissenting Holders shall be deemed to be removed from the applicable registers of holders of the Company Shares in respect of which Dissent Rights have been validly exercised at the same time as the event events described in Section 2.3(a3.1(a) occurs.
(c) . In addition to any other restrictions under Section 185 section 190 of the OBCACBCA, none of the following shall be entitled to exercise Dissent Rights: (i) Company Optionholders; (ii) Company RSU Holders; (iii) Company PSU Holders; and (iv) holders of Company Shares Shareholders who vote or have instructed a proxyholder to vote such Company Shares in favour of the Arrangement Resolution (but only in respect of such Company Shares)) shall not be entitled to exercise Dissent Rights.
Appears in 3 contracts
Samples: Arrangement Agreement (Sundial Growers Inc.), Arrangement Agreement (SNDL Inc.), Arrangement Agreement (Valens Company, Inc.)
Recognition of Dissenting Holders. (a) In no circumstances shall the Parent, the Purchaser, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Company Common Shares in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the Parent, the Purchaser, the Company or any other Person be required to recognize Dissenting Holders as holders of Company Common Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a2.3(k), and the names of such Dissenting Holders shall be removed from the applicable registers of holders of Company the Common Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(a2.3(k) occurs.
(c) In addition to any other restrictions under Section 185 193 of the OBCAYBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Company OptionholdersOptions or holders of Company RSUs; and (ii) Company RSU Holders; (iii) Company PSU Holders; and (iv) holders of Company Shares Common Shareholders who vote or have instructed a proxyholder to vote such Company Common Shares in favour favor of the Arrangement Resolution (but only in respect of such Company Common Shares).
Appears in 2 contracts
Samples: Arrangement Agreement (Catamaran Corp), Arrangement Agreement (Unitedhealth Group Inc)
Recognition of Dissenting Holders. (a) In no circumstances shall the Purchaser, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Company Shares in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the Purchaser, the Company or any other Person be required to recognize a Dissenting Holders Holder as holders a holder of Company Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a2.3(f), and the names of such Dissenting Holders Holder shall be removed from the applicable registers register of holders of Company the Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(a2.3(f) occurs.
(c) . In addition to any other restrictions under Section 185 190 of the OBCACBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Company OptionholdersOptions, DSUs or RSUs; and (ii) Company RSU Holders; (iii) Company PSU Holders; and (iv) holders of Company Shares Shareholders who vote or have instructed a proxyholder to vote such Company Shares in favour of the Arrangement Resolution (but only in respect of such Company SharesShares voted in favour of the Arrangement Resolution).
Appears in 2 contracts
Samples: Arrangement Agreement, Arrangement Agreement (Dominion Diamond Corp)
Recognition of Dissenting Holders. (a) In no circumstances shall the Purchaser, Parent, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Company Common Shares in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the Parent, Purchaser, the Company or any other Person be required to recognize Dissenting Holders as holders of Company Common Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a), and the names of such Dissenting Holders shall be removed from the applicable registers of holders of Company the Common Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(a) occurs.
(c) . In addition to any other restrictions under Section 185 Division 2 of Part 8 of the OBCABCBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Company OptionholdersOptions or Company Warrants; and (ii) Company RSU Holders; (iii) Company PSU Holders; and (iv) Shareholders who have failed to exercise all the voting rights carried by the Common Shares held by such holders of Company Shares who vote or have instructed a proxyholder to vote such Company Shares in favour of against the Arrangement Resolution (but only in respect of such Company Shares)Resolution.
Appears in 2 contracts
Samples: Arrangement Agreement (Westwater Resources, Inc.), Arrangement Agreement (Westwater Resources, Inc.)
Recognition of Dissenting Holders. (a) In no circumstances shall the Purchaser, Acquisitionco, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Company Class A Shares in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the Purchaser, Acquisitionco, the Company or any other Person be required to recognize Dissenting Holders as holders of Company Class A Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a), 2.3(2)(b) and the names of such Dissenting Holders shall be removed from the applicable registers of holders of Company Class A Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(a2.3(2)(b) occurs.
(c) . In addition to any other restrictions under Section section 185 of the OBCA, none of the following shall be entitled to exercise Dissent Rights: (i) Company Optionholders; (ii) Company RSU Holders; (iii) Company PSU Holders; and (iv) holders of Company Shares Class A Shareholders who vote or have instructed a proxyholder to vote such Company Class A Shares in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights (but only in respect of such Company Class A Shares).
Appears in 2 contracts
Samples: Arrangement Agreement, Arrangement Agreement (Hillman Companies Inc)
Recognition of Dissenting Holders. (a) In no circumstances shall the Purchaser, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Company Common Shares in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the Purchaser, the Company or any other Person be required to recognize Dissenting Holders as holders of Company Common Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a2.3(f), and the names of such Dissenting Holders shall be removed from the applicable registers of holders of Company Common Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(a2.3(f) occurs.
(c) . In addition to any other restrictions under Section 185 Division 2 of Part 8 of the OBCABCA, none of the following shall be entitled to exercise Dissent Rights: (i) Company Optionholders; (ii) Company RSU Holders; (iii) Company PSU Holders; and (iv) holders of Company Common Shares who vote vote, or who have instructed a proxyholder to vote such Company Shares vote, in favour of the Arrangement Resolution (but only shall not be entitled to exercise Dissent Rights and shall be deemed to have not exercised Dissent Rights in respect of such Company Shares).
Appears in 1 contract
Recognition of Dissenting Holders. (a) In no circumstances shall the Purchaser, Trichome or the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Company Shares in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the Purchaser, Trichome, the Company or any other Person be required to recognize Dissenting Holders as holders of Company Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a2.4(a), and the names of such Dissenting Holders shall be removed from the applicable registers of holders of Company Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(a2.4(a) occurs.
(c) In addition to any other restrictions under Section 185 of the OBCA, none None of the following shall be entitled to exercise Dissent Rights: (i) Company Optionholders; (ii) Company RSU HoldersWarrantholders; (iii) Company PSU Holders; and (iv) holders of Company Shares who vote or have instructed a proxyholder to vote such Company Shares in favour of the Arrangement Resolution (but only in respect of such Company Shares).Exchangeable Shareholders;
Appears in 1 contract
Samples: Arrangement Agreement
Recognition of Dissenting Holders. (a) In no circumstances shall the PurchaserPrimero, the Company Brigus, SpinCo, or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Company Brigus Shares in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the PurchaserPrimero, the Company Brigus, SpinCo, or any other Person be required to recognize Dissenting Holders as holders of Company Shares Brigus Shareholders in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a)2.3(c) above, and the names of such Dissenting Holders shall be removed from the applicable registers of holders of Company Shares Brigus Shareholders in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(a2.3(c) occurs.
(c) . In addition to any other restrictions under Section 185 190 of the OBCACBCA, none of the following shall be entitled to exercise Dissent Rights: (i) Company Brigus Optionholders; , (ii) Company RSU Holders; Brigus Warrantholders, and (iii) Company PSU Holders; and (iv) holders of Company Shares Brigus Shareholders who vote or have instructed a proxyholder to vote such Company Brigus Shares in favour of the Arrangement Resolution (but only in respect of such Company Brigus Shares).
Appears in 1 contract
Recognition of Dissenting Holders. (a) In no circumstances shall the Purchaser, the Company Company, or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Company Common Shares in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the Purchaser, the Company Company, or any other Person be required to recognize Dissenting Holders as holders of Company Shares Common Shares, after the Effective Time, in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a), ) and the names of such Dissenting Holders shall be removed from the applicable registers of holders of Company Common Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(a) occurs.
(c) . In addition to any other restrictions under Section 185 Division 2 of Part 8 of the OBCABCBCA, none of the following shall be entitled to exercise Dissent Rights: (i) Company Optionholders; or (ii) Company RSU Holders; (iii) Company PSU Holders; and (iv) holders of Company Shares Shareholders who vote vote, or who have instructed a proxyholder to vote vote, such Company Common Shares in favour of the Arrangement Resolution (but only in respect of such Company Shares)Resolution.
Appears in 1 contract
Recognition of Dissenting Holders. (a) In no circumstances shall the Purchaser, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Company Common Shares in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the Purchaser, the Company or any other Person be required to recognize Dissenting Holders as holders of Company Common Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a2.3(b), and the names of such Dissenting Holders shall be removed from the applicable registers of holders of Company the Common Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(a2.3(b) occurs.
(c) . In addition to any other restrictions under Section 185 Division 2 of Part 8 of the OBCABCBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Company OptionholdersOptions or holders of Company RSUs; and (ii) Company RSU Holders; (iii) Company PSU Holders; and (iv) Shareholders who have failed to exercise all the voting rights carried by the Common Shares held by such holders of Company Shares who vote or have instructed a proxyholder to vote such Company Shares in favour of against the Arrangement Resolution (but only in respect of such Company Shares)Resolution.
Appears in 1 contract
Recognition of Dissenting Holders. (a) In no circumstances shall the Purchaser, Purchaser or the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Company Common Shares in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the Purchaser, Purchaser or the Company or any other Person be required to recognize Dissenting Holders as holders of Company Common Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a2.3(g), and the names of such Dissenting Holders shall be removed from the applicable registers of holders of Company the Common Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(a2.3(g) occurs.
(c) . In addition to any other restrictions under Section 185 of the OBCA, none of the following shall be entitled to exercise Dissent Rights: (i) Company Optionholdersthe holders of Warrants; (ii) Company RSU Holdersthe holders of Options; (iii) Company PSU Holdersthe holders of DSUs; (iv) the holders of RSUs; (v) the holders of PSUs; (vi) the holders of RSRs; and (ivvii) holders of Company Shares Shareholders who vote or have instructed a proxyholder to vote such Company Common Shares in favour of the Arrangement Resolution (but only in respect of such Company Common Shares).
Appears in 1 contract
Samples: Amending Agreement
Recognition of Dissenting Holders. (a) In no circumstances shall the Purchaser, the Parent, the Company or Spinco or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Company Shares in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the Purchaser, the Parent, the Company or Spinco or any other Person be required to recognize any Dissenting Holders Company Shareholders as holders of Company Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under step in Section 2.3(a2.3(c), and the names of such Dissenting Holders Company Shareholders shall be removed from the applicable registers of holders of the Company Shares in respect of which Dissent Rights have been validly exercised at the same time as the event step described in Section 2.3(a2.3(c) occurs.
(c) In addition to any other restrictions under Section 185 191 of the OBCAABCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of any Company OptionholdersIncentive Securities; and (ii) Company RSU Holders; (iii) Company PSU Holders; and (iv) holders of Company Shares Shareholders who vote or have instructed a proxyholder to vote such Company Shares in favour of the Arrangement Resolution (but only in respect of such Company Shares).
Appears in 1 contract
Recognition of Dissenting Holders. (a) In no circumstances shall the Purchaser, the Company Company, or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Company Common Shares in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the Purchaser, the Company Company, or any other Person be required to recognize Dissenting Holders as holders of Company Common Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a), ) and the names of such Dissenting Holders shall be removed from the applicable registers of holders of Company Common Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(a) occurs.
(c) . In addition to any other restrictions under Section 185 Division 2 of Part 8 of the OBCABCBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Company OptionholdersOptions or holders of Convertible Debentures; or (ii) Company RSU Holders; (iii) Company PSU Holders; and (iv) holders of Company Shares Shareholders who vote vote, or who have instructed a proxyholder to vote vote, such Company Common Shares in favour of the Arrangement Resolution (but only in respect of such Company Shares)Resolution.
Appears in 1 contract
Samples: Arrangement Agreement
Recognition of Dissenting Holders. (a) In no circumstances shall the Parent, the Purchaser, the Purchaser Subco, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Company Shares in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the Parent, the Purchaser, the Company Purchaser Subco, the Company, the Depositary, the registrar and transfer agent in respect of the shares, or any other Person be required to recognize Dissenting Holders as holders of Company Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a3.1(b)(ii), and the names of such Dissenting Holders shall be removed from the applicable registers of holders of the Company Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(a3.1(b)(ii) occurs.
(c) . In addition to any other restrictions under Section 185 of the OBCA, none of the following shall be entitled to exercise Dissent Rights: (i) Company Optionholdersholders of Incentive Securities; and (ii) Company RSU Holders; (iii) Company PSU Holders; and (iv) holders of Company Shares Shareholders who vote or have instructed a proxyholder to vote such Company Shares in favour of the Arrangement Resolution (but only in respect of such Company Shares).
Appears in 1 contract
Samples: Arrangement Agreement
Recognition of Dissenting Holders. (a) In no circumstances shall the PurchaserBuyer, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Company Shares in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the PurchaserBuyer, the Company or any other Person be required to recognize Dissenting Holders as holders of Company Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a2.3(b), and the names of such Dissenting Holders shall be removed from the applicable registers of holders of Company the Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(a2.3(b) occurs.
(c) . In addition to any other restrictions under Section 185 of the OBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Company OptionholdersOptions; and (ii) Company RSU Holders; (iii) Company PSU Holders; and (iv) holders of Company Shares Shareholders who vote or have instructed a proxyholder to vote such Company Shares in favour of the Arrangement Resolution (but only in respect of such Company Shares).
Appears in 1 contract
Samples: Arrangement Agreement (ORBCOMM Inc.)
Recognition of Dissenting Holders. (a1) In no circumstances shall the PurchaserAMB, the Company RH or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Company the Dissent Shares in respect of which such rights are sought to be exercised.
(b2) For greater certainty, in no case shall the PurchaserAMB, the Company RH or any other Person be required to recognize a Dissenting Holders AMB Shareholder as holders a registered or beneficial owner of Company Dissent Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(aSubsection 2.3G), and the names of such Dissenting Holders AMB Shareholders shall be removed from the applicable registers of holders of Company Dissent Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(a) occursaccordance with Subsection 2.3G).
(c3) In addition to any other restrictions under Section 185 238 of the OBCABCBCA, none of the following shall be entitled to exercise Dissent Rights: (i) Company AMB Optionholders; , (ii) Company RSU Holders; AMB Warrantholders and (iii) Company PSU Holders; and (iv) holders of Company Shares AMB Shareholders who vote or have instructed a proxyholder to vote such Company Shares in favour of the Arrangement Resolution (but only in respect of such Company Shares)Resolution.
Appears in 1 contract
Recognition of Dissenting Holders. (a) In no circumstances shall the Purchaser, the Parent or the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Company Shares in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the Purchaser, the Parent or the Company or any other Person be required to recognize Dissenting Holders as holders of Company Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a2.3(e), and the names of such Dissenting Holders shall be removed from the applicable registers of holders of Company the Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(a2.3(e) occurs.
(c) . In addition to any other restrictions under Section 185 section 190 of the OBCACBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Company OptionholdersOptions or holders of DSUs or PSUs; and (ii) Company RSU Holders; (iii) Company PSU Holders; and (iv) holders of Company Shares Shareholders who vote or have instructed a proxyholder to vote such Company Shares in favour of the Arrangement Resolution (but only in respect of such Company Shares).
Appears in 1 contract
Samples: Arrangement Agreement
Recognition of Dissenting Holders. (a) In no circumstances shall the Purchaser, the Company or any other Person person be required to recognize a Person person exercising Dissent Rights unless such Person person is the registered holder of those the Company Shares in respect of which such rights Dissent Rights are sought purported to be exercised.
(b) For greater certainty, in no case shall the Purchaser, the Company or any other Person person be required to recognize any Dissenting Holders Holder as holders a holder of Company Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a3.1(a), and the names name of such Dissenting Holders Holder shall be removed from the applicable registers register of holders of Company Shareholders as to those Company Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(a3.1(a) occurs.
(c) . In addition to any other restrictions under Section 185 Division 2 of Part 8 of the OBCABCBCA, none of the following persons shall be entitled to exercise Dissent Rights: (i) any holder of a Company Optionholders; (ii) Company RSU HoldersWarrant; (iii) any Company PSU Holders; and (iv) holders of Company Shares Shareholder who vote votes or have has instructed a proxyholder to vote such Company Shareholder’s Company Shares in favour of the Arrangement Resolution (but only in respect of such Company Shares); and (iii) any holder of any other securities of the Company exercisable for Company Shares.
Appears in 1 contract
Recognition of Dissenting Holders. (a) In no circumstances shall the Purchaser, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Company Common Shares in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the Purchaser, the Company or any other Person be required to recognize Dissenting Holders as holders of Company Common Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a2.3(b), and the names of such Dissenting Holders shall be removed from the applicable registers of holders of Company Common Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(a2.3(b) occurs.
(c) . In addition to any other restrictions under Section 185 of the OBCA, none of the following shall be entitled to exercise Dissent Rights: (i) Company Optionholders; (ii) Company RSU HoldersWarrantholders; and (iii) Company PSU Holders; and (iv) holders of Company Shares Common Shareholders who vote or have instructed a proxyholder to vote such Company Common Shares in favour of the Arrangement Resolution (but only in respect of such Company Common Shares).
Appears in 1 contract
Samples: Arrangement Agreement (Aphria Inc.)
Recognition of Dissenting Holders. (a) In no circumstances shall the Purchaser, the Parent, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Company Common Shares in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the Purchaser, the Parent, the Company or any other Person be required to recognize Dissenting Holders as holders of Company Common Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a), and the names of such Dissenting Holders shall be removed from the applicable registers of holders of Company the Common Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(a2.3(b) occurs.
(c) . In addition to any other restrictions under Section 185 190 of the OBCACBCA, none of the following shall be entitled to exercise Dissent Rights: (i) Company Optionholders; holders of Options, DSUs, EDSUs, RSUs and/or PSUs (in their capacities as holders of such instruments) and (ii) Company RSU Holders; (iii) Company PSU Holders; and (iv) holders of Company Shares Shareholders who vote voted or have instructed a proxyholder to vote such Company their Common Shares in favour of the Arrangement Resolution (but only in respect of such Company Common Shares).
Appears in 1 contract
Samples: Arrangement Agreement
Recognition of Dissenting Holders. (a) In no circumstances shall the PurchaserAcquiror, the Company or any other Person person be required to recognize a Person person exercising Dissent Rights unless such Person person is the registered holder of those the Company Shares in respect of which such rights Dissent Rights are sought purported to be exercised.
(b) For greater certainty, in no case shall the PurchaserAcquiror, the Company or any other Person person be required to recognize any Dissenting Holders Holder as holders a holder of Company Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a3.1(a), and the names name of such Dissenting Holders Holder shall be removed from the applicable registers register of holders of Company Shareholders as to those Company Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(a3.1(a) occurs.
(c) . In addition to any other restrictions under Section 185 Division 2 of Part 8 of the OBCABCBCA, none of the following persons shall be entitled to exercise Dissent Rights: (i) any holder of a Company OptionholdersOption; (ii) any holder of a Company RSU HoldersWarrant; and (iii) any Company PSU Holders; and (iv) holders of Company Shares Shareholder who vote votes or have has instructed a proxyholder to vote such Company Shareholder’s Company Shares in favour of the Arrangement Resolution (but only in respect of such Company Shares).
Appears in 1 contract
Recognition of Dissenting Holders. (a) In no circumstances shall the Parent, the Purchaser, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Company Common Shares in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the Parent, the Purchaser, the Company or any other Person be required to recognize a Dissenting Holders Holder as holders a holder of Company Common Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a2.3(e), and the names of such Dissenting Holders Holder shall be removed from the applicable registers register of holders of Company the Common Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(a2.3(e) occurs.
(c) . In addition to any other restrictions under Section 185 190 of the OBCACBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Company OptionholdersOptions or Company RSUs; and (ii) Company RSU Holders; (iii) Company PSU Holders; and (iv) holders of Company Shares Common Shareholders who vote or have instructed a proxyholder to vote such Company Common Shares in favour of the Arrangement Resolution (but only in respect of such Company SharesCommon Shares voted in favour of the Arrangement Resolution).
Appears in 1 contract
Recognition of Dissenting Holders. (a) In no circumstances shall the Purchaser, the Company or any other Person person be required to recognize a Person person exercising Dissent Rights unless such Person person is the registered holder of those Company Common Shares as at the Record Date in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the Purchaser, the Company or any other Person person be required to recognize Dissenting Holders as holders of Company Common Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a2.3(f), and the names of such Dissenting Holders shall be removed from the applicable registers of holders of Company Common Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(a2.3(f) occurs.
(c) In addition to any other restrictions under Section 185 section 190 of the OBCACBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Company OptionholdersOptions, Company Warrants or RSUs; (ii) Company RSU Holders; (iii) Company PSU Holders; and (iv) holders of Company Shares Shareholders who vote or have instructed a proxyholder to vote such Company Common Shares in favour of the Arrangement Resolution (but only in respect of such Company Common Shares); (iii) the Purchaser or its affiliates and (iv) the Fairhaven Vendors.
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Recognition of Dissenting Holders. (a) In no circumstances shall the PurchaserAcquiror, the Company or any other Person person be required to recognize a Person person exercising Dissent Rights unless such Person person is the registered holder of those the Company Shares in respect of which such rights Dissent Rights are sought purported to be exercised.
(b) For greater certainty, in no case shall the PurchaserAcquiror, the Company or any other Person person be required to recognize any Dissenting Holders Shareholder as holders a holder of Company Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a3.1(a), and the names name of such Dissenting Holders Shareholder shall be removed from the applicable registers register of holders of Company Shareholders as to those Company Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(a3.1(a) occurs.
(c) . In addition to any other restrictions under Section 185 Division 2 of Part 8 of the OBCABCBCA, none of the following persons shall be entitled to exercise Dissent Rights: (i) any holder of a Company OptionholdersIncentive Award (but only in respect of the Company Incentive Awards held by such holder); and (ii) any Company RSU Holders; (iii) Company PSU Holders; and (iv) holders of Company Shares Shareholder who vote votes or have has instructed a proxyholder to vote such Company Shareholder's Company Shares in favour of the Arrangement Resolution (but only in respect of such Company Shares).
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Recognition of Dissenting Holders. (a) In no circumstances shall the Purchaser, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Company Common Shares in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the Purchaser, the Company or any other Person be required to recognize Dissenting Holders as holders of Company Common Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a), and the names of such Dissenting Holders shall be removed from the applicable registers of holders of Company Common Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(a) occurs.
(c) . In addition to any other restrictions under Section 185 of the OBCA, none of the following shall be entitled to exercise Dissent Rights: (i) Company Optionholders; Debentureholders, (ii) Company RSU HoldersOptionholders; (iii) Company PSU HoldersWarrantholders; and (iv) holders of Company Shares Common Shareholders who vote or have instructed a proxyholder to vote such Company Common Shares in favour of the Arrangement Resolution (but only in respect of such Company Common Shares).
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Samples: Arrangement Agreement