Common use of Recognition of Dissenting Shareholders Clause in Contracts

Recognition of Dissenting Shareholders. (a) In no circumstance shall Gerdau, the Acquiror, the Company or any other person be required to recognize a person as a Dissenting Shareholder (i) unless such person is the holder of the Common Shares in respect of which Dissent Rights are purported to be exercised immediately prior to the Effective Time, (ii) if such person has voted or instructed a proxy holder to vote such Common Shares in favor of the Arrangement Resolution, or (iii) unless such person has strictly complied with the procedures for exercising Dissent Rights described in Section 4.1 and does not withdraw such dissent prior to the Effective Time. (b) For greater certainty, (i) in no circumstances shall Gerdau, the Acquiror, the Company or any other person be required to recognize a Dissenting Shareholder as the holder of any Common Share in respect of which Dissent Rights have been validly exercised at and after the completion of the steps contemplated in Section 3.1 and (ii) in addition to any other restrictions under Section 190 of the CBCA, holders of Awards shall not be entitled to exercise dissent rights with respect to such Awards.

Recognition of Dissenting Shareholders. (a) In no circumstance circumstances shall GerdauWalter, the AcquirorBidco, the Company or any other person Person be required to recognize a person as a Dissenting Shareholder (i) unless such person is the holder of the Company Common Shares in respect of which Dissent Rights are purported to be exercised immediately prior to the Effective Time, (ii) if such person has voted or instructed a proxy holder to vote such Company Common Shares in favor of the Arrangement Resolution, or (iii) unless such person has strictly complied with the procedures for exercising Dissent Rights described in Section 4.1 3.1 and does not withdraw such dissent prior to the Effective Time. (b) For greater certainty, (i) in no circumstances shall GerdauWalter, the AcquirorBidco, the Company or any other person Person be required to recognize a Dissenting Shareholder as the holder of any Company Common Share in respect of which Dissent Rights have been validly exercised at and after the completion of the steps contemplated in Section 3.1 2.2 and (ii) in addition to any other restrictions under Section 190 sections 237 to 247 of the CBCABCBCA, holders of Awards Company Options and Company DSUs shall not be entitled to exercise dissent rights with respect to such Awardsrights.