Common use of Recognition of Dissenting Holders Clause in Contracts

Recognition of Dissenting Holders. (a) In no circumstances shall the Purchaser or the Company or any other Person be required to recognize a Person exercising Dissent Rights (i) unless as of the deadline for exercising Dissent Rights (as set forth in Section 3.1), such Person is the registered holder of those Shares in respect of which such Dissent Rights are sought to be exercised; (ii) if such Person has voted or instructed a proxy holder to vote such Shares in favour of the Arrangement Resolution; or (iii) unless such Person has strictly complied with the procedures for exercising Dissent Rights and does not withdraw such dissent prior to the completion of the transfer under Section 2.3(g).

Appears in 2 contracts

Samples: Arrangement Agreement (Spire Global, Inc.), Arrangement Agreement (Spire Global, Inc.)

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Recognition of Dissenting Holders. (a) In no circumstances shall the Purchaser or the Company or any other Person be required to recognize a Person exercising Dissent Rights (i) unless as of the deadline for exercising Dissent Rights (as set forth in Section 3.1), such Person is the registered holder of those Shares in respect of which such Dissent Rights are sought to be exercised; (ii) if such Person has voted or instructed a proxy holder to vote such Shares in favour of the Arrangement Resolution; or (iii) unless such Person has strictly complied with the procedures for exercising Dissent Rights and does not withdraw such dissent prior to the completion of the transfer under Section 2.3(g2.3(f).

Appears in 1 contract

Samples: Amendment Agreement

Recognition of Dissenting Holders. (a1) In no circumstances case shall the Purchaser or Company, the Company Purchaser, the Depositary or any other Person be required to recognize a any Dissenting Shareholder or any other Person exercising Dissent Rights unless such Person (ia) unless as of the record date for the Meeting, is the registered or beneficial holder of those Shares in respect of which such rights are sought to be exercised, (b) as of the deadline for exercising Dissent Rights (as set forth in Section 3.1)Rights, such Person is the registered holder of those Shares in respect of which such Dissent Rights rights are sought to be exercised; exercised and (iic) if such Person has voted or instructed a proxy holder to vote such Shares in favour of the Arrangement Resolution; or (iii) unless such Person has strictly complied with the procedures for exercising Dissent Rights and does has not withdraw withdrawn such dissent prior to the completion of the transfer under Section 2.3(g)Effective Time.

Appears in 1 contract

Samples: Arrangement Agreement (Nuvei Corp)

Recognition of Dissenting Holders. (a1) In no circumstances shall the Purchaser or Purchaser, the Company Company, the Depositary or any other Person be required to recognize a Person exercising Dissent Rights Rights: (ia) unless unless, as of the deadline for exercising Dissent Rights (as set forth in Section 3.1), such Person is the registered holder of those Common Shares in respect of which such Dissent Rights are sought to be exercised; , (iib) if such Person has voted or instructed a proxy holder to vote such Common Shares in favour of the Arrangement Resolution; , or (iiic) unless such Person has strictly complied with the procedures for exercising Dissent Rights and does not withdraw such dissent prior to the completion of the transfer under Section 2.3(g)Effective Time.

Appears in 1 contract

Samples: Arrangement Agreement (Student Transportation Inc.)

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Recognition of Dissenting Holders. (a1) In no circumstances shall the Purchaser or Purchaser, the Company Company, the Depositary or any other Person be required to recognize a Person exercising Dissent Rights Rights: (ia) unless unless, as of the deadline for exercising Dissent Rights (as set forth in Section 3.1), such Person is the registered holder of those Shares in respect of which such Dissent Rights are sought to be exercised; , (iib) if such Person has voted or instructed a proxy holder to vote such Shares in favour of the Arrangement Resolution; , or (iiic) unless such Person has strictly complied with the procedures for exercising Dissent Rights and does not withdraw such dissent prior to the completion of the transfer under Section 2.3(g)Effective Time.

Appears in 1 contract

Samples: Agreement

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