Common use of Recognition of Dissenting Holders Clause in Contracts

Recognition of Dissenting Holders. (a) In no circumstances shall the Company, the Purchaser, (or any of their respective successors) or any other Person be required to recognize a Person exercising Dissent Rights, unless such Person is the registered holder of those Common Shares in respect of which such rights are sought to be exercised. (b) For greater certainty, in no case shall the Company, the Purchaser, (or any of their respective successors) or any other Person be required to recognize Dissenting Shareholders as holders of Common Shares (in respect of which Dissent Rights have been validly exercised) after the completion of the transfer under Section 2.3(h), and the names of such Dissenting Shareholders shall be removed from the registers of holders of 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(h) occurs. (c) In addition to any other restrictions under Section 185 of the OBCA and the Interim Order, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Incentive Securities (other than Restricted Shares); (ii) Company 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) the Purchaser or its affiliates.

Appears in 1 contract

Samples: Arrangement Agreement (Tricon Residential Inc.)

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Recognition of Dissenting Holders. (a) In no circumstances shall the CompanyPurchaser, the Purchaser, (or any of their respective successors) Company or any other Person be required to recognize a Person exercising Dissent Rights, Rights unless such Person is the registered holder of those Common Shares or registered holder of Class A Compressed Share in respect of which such rights are sought to be exercised. (b) For greater certainty, in no case shall the CompanyPurchaser, the Purchaser, (or any of their respective successors) Company or any other Person be required to recognize Dissenting Shareholders Holders as holders of Common Shares (or Class A Compressed Share, as the case may be, in respect of which Dissent Rights have been validly exercised) exercised after the completion of the transfer under Section 2.3(h2.3(a), and the names of such Dissenting Shareholders Holders shall be removed from the applicable registers of holders of the Common Shares (or Class A Compressed Share in respect of which Dissent Rights have been validly exercised) exercised at the same time as the event described in Section 2.3(h2.3(a) occurs. (c) In addition to any other restrictions under Section 185 of the OBCA and the Interim OrderOBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Incentive Securities (other than Restricted Shares); (ii) Company 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) the Purchaser or its affiliates.Optionholders;

Appears in 1 contract

Samples: Arrangement Agreement

Recognition of Dissenting Holders. (a) In no circumstances shall the CompanyPurchaser, the Purchaser, (or any of their respective successors) Company or any other Person be required to recognize a Person exercising Dissent Rights, 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 CompanyPurchaser, the Purchaser, (or any of their respective successors) Company or any other Person be required to recognize Dissenting Shareholders Holders as holders of Company Common Shares (in respect of which Dissent Rights have been validly exercised) exercised and not withdrawn or deemed to have been withdrawn after the completion of the transfer under Section 2.3(h), 2.3(d) and the names of such Dissenting Shareholders Holders shall be removed from the registers of holders register of the Company Common Shares (Shares, in respect of which Dissent Rights have been validly exercised) exercised and not withdrawn or deemed to have been withdrawn at the same time as the event described in Section 2.3(h2.3(d) occurs. (c) In addition to any other restrictions under Section 185 190 of the OBCA and the Interim OrderCBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Incentive Securities Company Share Options, Company Awards or Company DSUs (other than Restricted Sharesin respect of such Company Options, Company Awards or Company DSUs); and (ii) Company Shareholders who vote or have instructed a proxyholder to vote such any Company Common Shares in favour of the Arrangement Resolution (but only in respect of such Common Shares); and (iii) the Purchaser or its affiliatesResolution.

Appears in 1 contract

Samples: Arrangement Agreement

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Recognition of Dissenting Holders. (a) In no circumstances shall the CompanyParent, the Purchaser, (or any of their respective successors) the Company or any other Person be required to recognize a Person exercising Dissent Rights, Rights unless such Person is the registered holder of those Common Company Shares in respect of which such rights are sought to be exercised. (b) For greater certainty, in no case shall the CompanyParent, the Purchaser, (or any the Company, the Depositary, the registrar and transfer agent in respect of their respective successors) the Company Shares, or any other Person be required to recognize Dissenting Shareholders Holders as holders of Common Company Shares (in respect of which Dissent Rights have been validly exercised) exercised after the completion of the transfer under Section 2.3(h3.1(b)(ii), and the names of such Dissenting Shareholders Holders shall be removed from the registers of holders of the Common Company Shares (in respect of which Dissent Rights have been validly exercised) exercised at the same time as the event described in Section 2.3(h3.1(b)(ii) occurs. (c) . In addition to any other restrictions under Section 185 of the OBCA and the Interim OrderOBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Incentive Securities (other than Restricted Shares)Securities; and (ii) Company Shareholders who vote or have instructed a proxyholder to vote such Common Company Shares in favour of the Arrangement Resolution (but only in respect of such Common Company Shares); and (iii) the Purchaser or its affiliates.

Appears in 1 contract

Samples: Arrangement Agreement

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