Common use of Recognition of Dissenting Holders Clause in Contracts

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 Common Shares or Preferred Shares, as applicable, 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 Common Shares or Preferred Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(f), and the names of such Dissenting Holders shall be removed from the registers of holders of the Common Shares and Preferred Shares, as applicable, in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(f) occurs. In addition to any other restrictions under Section 190 of the CBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Company Options, holders of DSUs, holders of RSUs or holders of STARs; (ii) Common Shareholders who vote or have instructed a proxyholder to vote such Common Shares in favour of the Arrangement Resolution (but only in respect of such Common Shares); and (iii) Preferred Shareholders who vote or have instructed a proxyholder to vote such Preferred Shares in favour of the Preferred Shareholder Resolution (but only in respect of such Preferred Shares).

Recognition of Dissenting Holders. (a1) In no circumstances case shall the ParentCompany, the Purchaser, the Company Purchaser or any other Person be required to recognize a Person exercising Dissent Rights unless such Person (a) is the registered holder of those Common Shares or Preferred Shares, as applicable, in respect of which such rights are sought to be exercisedexercised as of the record date of the Meeting and as of the deadline for exercising Dissent Rights and (b) has strictly complied with the procedures for exercising Dissent Rights and has not withdrawn such dissent prior to the Effective Time. (b2) For greater certainty, in In no case shall the ParentCompany, the Purchaser, the Company Purchaser or any other Person be required to recognize Dissenting Holders as holders any holder of Common Shares or Preferred Shares in respect of which who exercises Dissent Rights have been validly exercised as a holder of such Shares after the completion of the transfer under Section 2.3(f), 2.3(10) and the names of such Dissenting Holders shall be removed from the registers of holders of the Common Shares and Preferred Shares, as applicable, in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(f2.3(10) occurs. (3) Shareholders who withdraw, or are deemed to withdraw, their right to exercise Dissent Rights shall be deemed to have participated in the Arrangement, as of the Effective Time, and shall be entitled to receive the Consideration to which Shareholders who have not exercised Dissent Rights are entitled under Section 2.3(11) hereof, less any applicable withholdings. (4) In addition to any other restrictions under Section 190 of the CBCA, none of the following shall be entitled to exercise Dissent Rights: (ia) holders of Company Options, Incentive Securities (in their capacity as holders of DSUsIncentive Securities), holders of RSUs or holders of STARs; and (iib) Common Shareholders who vote or have instructed a proxyholder to vote such Common Shares in favour of the Arrangement Resolution (but only in respect of such Common Shares); and (iii) Preferred Shareholders who vote or have instructed a proxyholder to vote such Preferred Shares in favour of the Preferred Shareholder Resolution (but only in respect of such Preferred Shares)Resolution.

Recognition of Dissenting Holders. (a) In no circumstances shall the Parent, the Purchaser, 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 Common Shares or Preferred Shares, as applicable, in respect of which such rights 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). (b) For greater certainty, in no case shall the Parent, the Purchaser, Purchaser or the Company or any other Person be required to recognize Dissenting Holders as holders of Common Shares or Preferred Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(f2.3(g), and the names of such Dissenting Holders shall be removed from the registers of holders of the Common Shares and Preferred Shares, as applicable, in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(f2.3(g) occurs. In addition to any other restrictions under Section 190 of the CBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Company Options, holders of DSUs, holders of RSUs Options or holders of STARsDSUs or RSUs; (ii) Common Shareholders who vote or have instructed a proxyholder to vote such Common Shares in favour of the Arrangement Resolution (but only in respect of such Common Shares); and (iii) Preferred Shareholders who vote or have instructed a proxyholder to vote such Preferred Shares in favour Persons who, as of the Preferred Shareholder Resolution (but only deadline for exercising Dissent Rights, are not registered holders of Shares in respect of such Preferred Shares)which Dissent Rights are sought to be exercised; or (iv) Persons who have not strictly complied with the procedures for exercising Dissent Rights or Persons who have withdrawn their exercise of Dissent Rights prior to the Effective Time.

Recognition of Dissenting Holders. (a) In no circumstances shall the Parent, the Purchaser, the Company AcquisitionCo, SMART or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Common Shares or Preferred Shares, as applicable, 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 AcquisitionCo, SMART or any other Person be required to recognize Dissenting Holders as holders of Common Shares or Preferred Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(f), and the names of such Dissenting Holders shall be removed from the registers of holders of the Common Shares and Preferred Shares, as applicable, in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(f) occurs. In addition to any other restrictions under Section 190 191 of the CBCAABCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Company SMART Options, holders of DSUsSMART RSUs, holders of RSUs SMART DSUs or holders of STARsSMART PSUs with respect to such SMART Options, SMART RSUs, SMART DSUs or SMART PSUs, as applicable; and (ii) Common SMART Shareholders who vote or have instructed a proxyholder to vote such Common Shares in favour of the Arrangement Resolution (but only in respect of such Common Shares); and (iii) Preferred Shareholders who vote or have instructed a proxyholder to vote such Preferred Shares in favour of the Preferred Shareholder Resolution (but only in respect of such Preferred Shares).

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 or registered holder of Company Preferred Shares, as applicable, 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 or Company Preferred Shares Shares, as the case may be, in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(f2.2(f), and the names of such Dissenting Holders shall be removed from the applicable registers of holders of the Company Common Shares and or Company Preferred Shares, as applicable, Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(f2.2(f) occurs. . (c) In addition to any other restrictions under Section 190 185 of the CBCAOBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Company Options, holders of DSUs, holders of RSUs or holders of STARsOptionholders; (ii) Company Warrantholders, (iii) the holder of the Special Voting Share; and (iv) holders of Company Common Shareholders Shares or Company Preferred Shares, as the case may be, who vote or have instructed a proxyholder to vote such Company Common Shares or Company Preferred Shares, as the case may be, in favour of the Company Arrangement Resolution (but only in respect of such Company Common Shares); and (iii) Preferred Shareholders who vote Shares or have instructed a proxyholder to vote such Preferred Shares in favour of the Preferred Shareholder Resolution (but only in respect of such Company Preferred Shares).

Recognition of Dissenting Holders. (a) In no circumstances shall the ParentRadio Fuels, the Purchaser, the Company NV Goldlands 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 Common the NV Goldlands Shares or Preferred Shares, as applicable, in respect of which such rights Dissent Rights are sought purported to be exercised. (b) For greater certainty, in no case shall the ParentRadio Fuels, the Purchaser, the Company NV Goldlands or any other Person person be required to recognize any Dissenting Holders Shareholder as holders a holder of Common Shares or Preferred NV Goldlands Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(f3.1(a), and the names name of such Dissenting Holders Shareholder shall be removed from the registers register of holders of the Common NV Goldlands Shareholders as to those NV Goldlands Shares and Preferred Shares, as applicable, in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(f3.1(a) occurs. In addition to any other restrictions under Section 190 Division 2 of Part 8 of the CBCABCBCA, none of the following persons shall be entitled to exercise Dissent Rights: : (i) holders of Company Options, holders of DSUs, holders of RSUs or holders of STARsany NV Goldlands Optionholder; and (ii) Common Shareholders any NV Goldlands Shareholder who vote votes or have has instructed a proxyholder to vote such Common NV Goldlands Shareholder’s NV Goldlands Shares in favour of the Arrangement Resolution Resolution. (but only in respect of such Common Shares); and (iiic) Preferred NV Goldlands Shareholders who vote withdraw, or are deemed to withdraw, their right to exercise Dissent Rights shall be deemed to have instructed a proxyholder to vote such Preferred Shares participated in favour the Arrangement, as of the Preferred Shareholder Resolution (but only in respect of Effective Time, and shall be entitled to receive the Consideration to which such Preferred SharesNV Goldlands Shareholders who have not exercised Dissent Rights are entitled under Section 3.1(b).

Recognition of Dissenting Holders. (a) In no circumstances shall the Parent, the Purchaser, the Company Corporation or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Common Class A Shares or Preferred Shares, as applicable, Class B 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 Corporation or any other Person be required to recognize Dissenting Holders as holders of Common Class A Shares or Preferred Shares Class B Shares, as the case may be, in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(f2.3(a), and the names of such Dissenting Holders shall be removed from the applicable registers of holders of the Common Class A Shares and Preferred Class B Shares, as applicable, in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(f2.3(a) occurs. . (c) In addition to any other restrictions under Section 190 185 of the CBCAOBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Company Options, holders of DSUs, holders of RSUs or holders of STARsOptionholders; (ii) Common Shareholders RSU Holders, (iii) DSU Holders; and (iv) holders of Class A Shares or Class B Shares who vote or have instructed a proxyholder to vote such Common Class A Shares or Class B Shares in favour of the Arrangement Resolution (but only in respect of such Common Shares); and (iii) Preferred Shareholders who vote or have instructed a proxyholder to vote such Preferred Shares in favour of the Preferred Shareholder Resolution (but only in respect of such Preferred Shares)Resolution.

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 Common Shares or Preferred Shares, as applicable, 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 Common Shares or Preferred Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(f), and the names of such Dissenting Holders shall be removed from the registers of holders of the Common Shares and Preferred Shares, as applicable, in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(f) occurs. In addition to any other restrictions under Section 190 Chapter XIV of the CBCAQBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Company Options, holders of DSUs, holders of RSUs or holders of STARsPSUs; (ii) Common Shareholders who vote or have instructed a proxyholder failed to vote such exercise all the voting rights carried by the Common Shares in favour of held by such holders against the Arrangement Resolution (but only in respect of such Common Shares)Resolution; and (iii) Preferred Shareholders who vote or have instructed a proxyholder failed to vote such exercise all the voting rights carried by the Preferred Shares in favour of held by such holders against the Preferred Shareholder Resolution (but only in respect of such Preferred Shares)Resolution.

Recognition of Dissenting Holders. (a1) In no circumstances shall the ParentPurchaser Parties, the Purchaser, the Company Corporation or any other Person be required to recognize a Person exercising Dissent Rights unless unless, as of the deadline for exercising Dissent Rights (as set forth in Section 3.1(1)), such Person is the registered holder of those Common Shares or Preferred Shares, as applicable, in respect of which such rights are sought to be exercised. (b2) For greater certainty, in no case shall the ParentPurchaser Parties, the Purchaser, the Company Corporation or any other Person be required to recognize Dissenting Holders as holders of Common Shares or Preferred Shares Shareholders in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(f2.3(5), and the names of such Dissenting Holders shall be removed from the registers of holders of the Common Shares and Preferred Shares, as applicable, Shareholders in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(f2.3(5) occurs. . (3) Shareholders who withdraw, or are deemed to withdraw, their right to exercise Dissent Rights shall be deemed to have participated in the Arrangement, as of the Effective Time, and shall be entitled to receive the Consideration per Share to which Shareholders who have not exercised Dissent Rights are entitled under Section 2.3(6) (less any amounts withheld pursuant to Section 4.3). (4) In addition to any other restrictions under Section 190 Chapter XIV of the CBCAQBCA, none (i) Shareholders who have failed to exercise all the voting rights carried by the Shares held by such holder against the Arrangement Resolution, (ii) holders of Corporation Options or Corporation Share Units, (iii) Persons who have not strictly complied with the following procedures for exercising Dissent Rights and (iv) Persons who have withdrawn their exercise of Dissent Rights prior to the Effective Time, shall not be entitled to exercise Dissent Rights: (i) holders of Company Options, holders of DSUs, holders of RSUs or holders of STARs; (ii) Common Shareholders who vote or have instructed a proxyholder to vote such Common Shares in favour of the Arrangement Resolution (but only in respect of such Common Shares); and (iii) Preferred Shareholders who vote or have instructed a proxyholder to vote such Preferred Shares in favour of the Preferred Shareholder Resolution (but only in respect of such Preferred Shares).

Recognition of Dissenting Holders. (a) In no circumstances shall the Parent, the Purchaser, 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 Common Shares or Preferred Shares, as applicable, in respect of which such rights 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(f). (b) For greater certainty, in no case shall the Parent, the Purchaser, Purchaser or the Company or any other Person be required to recognize Dissenting Holders as holders of Common Shares or Preferred Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(f), and the names of such Dissenting Holders shall be removed from the registers of holders of the Common Shares and Preferred Shares, as applicable, in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(f) occurs. In addition to any other restrictions under Section 190 of the CBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Company Options, Options or holders of DSUs, holders of RSUs PSUs or holders of STARsRSUs; (ii) Common Shareholders who vote or have instructed a proxyholder to vote such Common Shares in favour of the Arrangement Resolution (but only in respect of such Common Shares); and (iii) Preferred Shareholders who vote or have instructed a proxyholder to vote such Preferred Shares in favour Persons who, as of the Preferred Shareholder Resolution (but only deadline for exercising Dissent Rights, are not registered holders of Shares in respect of such Preferred Shares)which Dissent Rights are sought to be exercised; or (iv) Persons who have not strictly complied with the procedures for exercising Dissent Rights or Persons who have withdrawn their exercise of Dissent Rights prior to the Effective Time.

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 (i) unless such Person is the registered holder of those Common Shares or Preferred Shares, as applicable, in respect of which such rights are sought to be exercisedexercised immediately prior to the Effective Time, (ii) if such Person has voted or instructed a proxy holder to vote such Common 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 Effective Time. (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 the Common Shares or Preferred Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(f2.3(g), and the names of such Dissenting Holders shall be removed from the registers register of holders of Common Shares in respect of the Common Shares and Preferred Shares, as applicable, in respect of for which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(f2.3(g) occurs. . (c) In addition to any other restrictions under Section 190 of the CBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Company Options, holders of DSUs, holders of RSUs or holders of STARsIncentive Securities; and (ii) Common Shareholders who vote or have instructed a proxyholder to vote such Common Shares in favour of the Arrangement Resolution (but only in respect of such Common Shares); and (iii) Preferred Shareholders who vote or have instructed a proxyholder to vote such Preferred Shares in favour of the Preferred Shareholder Resolution (but only in respect of such Preferred Shares).