Redemption and Waiver. (a) The Board of Directors may, at its option, at any time prior to the occurrence of a Flip-in Event, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.0001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that an event of the type analogous to any of the events described in Section 2.3 shall have occurred (such redemption price being herein referred to as the "REDEMPTION PRICE"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) If an Offeror successfully completes a Permitted Bid by having taken up and paid for not less than 50 per cent of the Voting Shares held by Independent Shareholders pursuant to Permitted Bid Acquisitions, the Board of Directors shall, without further formality, be deemed to have elected to redeem the Rights at the Redemption Price on the Expiry Date of the Permitted Bid. (c) If the Board of Directors elects to or is deemed to have elected to redeem the Rights, the right to exercise the Rights will thereupon without further action and without notice terminate and the only right thereafter of the holder of a Right shall be to receive the Redemption Price. Within 10 days of the Board of Directors electing or being deemed to have elected to redeem the Rights, the Corporation shall give notice of such redemption to the holders of the then outstanding Rights. Each such notice of redemption shall state the method by which the payment of the Redemption Price shall be made. (d) The Board of Directors may until the occurrence of a Flip-in Event determine, upon prior written notice delivered to the Rights Agent, to waive the application of Section 3.1 to any particular Flip-in Event (which for greater certainty shall not include the circumstances described in Subsection 5.1(e)); provided that if the Board of Directors waives the application of Section 3.1 to a particular Flip-in Event pursuant to this Subsection 5.1(d), subject to as provided below the Board of Directors shall be deemed to have waived the application of Section 3.1 to any other Flip-in Event occurring by reason of any Take-over Bid which is made by means of a take-over bid circular (i) prior to the granting of such waiver, (ii) thereafter and prior to the expiry of any Take-over Bid (as the same may be extended from time to time) outstanding at the time of the granting of such waiver or (iii) thereafter and prior to the expiry of any Take-over Bid in respect of which a waiver is, or is deemed to have been, granted under this Subsection 5.1(d); provided further that if the first waiver pursuant to this Subsection 5.1(d) is in respect of any bid which would have been a Permitted Bid but for the absence of one or more of the elements of a Permitted Bid set out in subclauses 1.1(bb) (i), (ii), (iii) or (iv) (the "Waived Conditions"), any such second or further waiver which is deemed to occur by reason of Subsection 5.1(d) shall only be deemed to occur if each such second or further Take-over Bid would also be a Permitted Bid but for the Waived Conditions. (e) The Board of Directors may prior to the Close of Business on the tenth day following the Stock Acquisition Date determine, upon prior written notice delivered to the Rights Agent, to waive or to agree to waive the application of Section 3.1 to the Flip-in Event giving rise to the Stock Acquisition Date, provided that the Acquiring Person has (i) reduced its Beneficial Ownership of Voting Shares or (ii) has entered into a contractual arrangement with the Corporation, acceptable to the Board of Directors, to do so within 30 days of the date on which such contractual arrangement is entered into (the expiry of which period is herein referred to as the "DISPOSITION DATE"), such that at the time the waiver becomes effective pursuant to this Subsection 5.1(e) such Person is no longer an Acquiring Person. In the event of such a waiver becoming effective, for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred. Without limiting the generality of the foregoing, if the Person remains an Acquiring Person at the close of business on the Disposition Date, the Disposition Date shall be deemed to be the date of occurrence of a further Stock Acquisition Date and Section 3.1 shall apply thereto. (f) Where a Take-over Bid, or other events giving rise to a Separation Time, is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, or in any other circumstances prior to the occurrence of a Flip-in Event, the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price. Without restricting the rights of the Board of Directors to elect to redeem the Rights pursuant to section 5.1(a) rather than pursuant to section 5.1(f), upon the Rights being redeemed pursuant to this section 5.1(f), all of the provisions of this Agreement shall continue to apply as if the Separation Time had not occurred and Rights Certificates representing the number of Rights held by each holder of record of Common Shares as of the Separation Time had not been mailed to each such holder and for all purposes of this Agreement the events giving rise to the Separation Time shall be deemed not to have occurred. (g) The Corporation shall give prompt written notice to the Rights Agent of any waiver of the application of Section 3.1 made by the Board of Directors under this Section 5.1.
Appears in 1 contract
Redemption and Waiver. (a) The Board of Directors acting in good faith may, at its option, at any time prior to the occurrence of a Flip-in Event, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.0001 0.00001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that if an event of the type analogous to any of the events described in Section 2.3 shall have occurred (such redemption price being herein referred to as the "REDEMPTION PRICERedemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.
(b) If an Offeror successfully completes a Permitted Bid by having taken up and paid for not less than 50 per cent of the Voting Shares held by Independent Shareholders pursuant to Permitted Bid Acquisitions, the Board of Directors shall, without further formality, be deemed to have elected to redeem the Rights at the Redemption Price on the Expiry Date of the Permitted Bid.
(c) If the Board of Directors elects to or is deemed to have elected to redeem the Rights, the right to exercise the Rights will thereupon thereupon, without further action and without notice notice, terminate and the only right thereafter of the holder holders of a Right Rights shall be to receive the Redemption Price. .
(c) Within 10 days of after the Board of Directors electing or being having been deemed to have elected to redeem the Rights, the Corporation shall give notice of such redemption to the holders of the then outstanding RightsRights in accordance with Section 5.9. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. The Corporation may not redeem, acquire or purchase for value any Right at any time in any manner other than that specifically set forth in this Section 5.1 or other than in connection with the purchase of Common Shares prior to the Separation Time.
(d) The Board of Directors may may, until the occurrence of a Flip-in Event determineshall occur, upon prior written notice delivered to the Rights Agent, determine to waive the application of Section 3.1 to any such particular Flip-in Event (which for greater certainty shall not include the circumstances described in Subsection 5.1(e))Event; provided that if the Board of Directors waives the application of Section 3.1 to a particular Flip-in Event pursuant that may occur by reason of a Take-over Bid made to this Subsection 5.1(d)all holders of record of Voting Shares, subject to as provided below the Board of Directors shall be deemed to have waived the application of Section 3.1 to any other future Flip-in Event occurring by reason in respect of any other Take-over Bid which is made by means to all holders of a take-over bid circular (i) prior to the granting record of such waiver, (ii) thereafter and Voting Shares prior to the expiry of any Take-over Bid (as the same may be extended from time to time) outstanding at the time of the granting of such waiver or (iii) thereafter and prior to the expiry of any Take-over Bid in respect of which a the waiver is, or is deemed to have been, granted under this Subsection subsection 5.1(d); provided further that if the first waiver pursuant to this Subsection 5.1(d) is in respect of any bid which would have been a Permitted Bid but for the absence of one or more of the elements of a Permitted Bid set out in subclauses 1.1(bb) (i), (ii), (iii) or (iv) (the "Waived Conditions"), any such second or further waiver which is deemed to occur by reason of Subsection 5.1(d) shall only be deemed to occur if each such second or further Take-over Bid would also be a Permitted Bid but for the Waived Conditions.
(e) The Board of Directors may prior to the Close of Business on the tenth day following the Stock Acquisition Date determine, upon prior written notice delivered to the Rights Agent, to waive or to agree to waive the application of Section 3.1 to in respect of the occurrence of any Flip-in Event giving rise to if the Board of Directors has determined within eight Trading Days following a Stock Acquisition Date, provided Date that the a Person became an Acquiring Person has (i) reduced its Beneficial Ownership of Voting Shares by inadvertence and without any intention to become, or (ii) has entered into knowledge that it would become, an Acquiring Person under this Agreement and, in the event that such a contractual arrangement with the Corporation, acceptable to waiver is granted by the Board of Directors, such Stock Acquisition Date shall be deemed not to do so have occurred. Any such waiver pursuant to this subsection 5.1(e) must be on the condition that such Person, within 30 10 days after the foregoing determination by the Board of Directors or such earlier or later date as the date on which such contractual arrangement is entered into Board of Directors may determine (the expiry of which period is herein referred to as the "DISPOSITION DATEDisposition Date"), has reduced its Beneficial ownership of Voting Shares such that at the time the waiver becomes effective pursuant to this Subsection 5.1(e) such Person is no longer an Acquiring Person. In the event of such a waiver becoming effective, for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred. Without limiting the generality of the foregoing, if If the Person remains an Acquiring Person at the close of business on the Disposition Date, the Disposition Date shall be deemed to be the date of occurrence of a further Stock Acquisition Date and Section
3.1 shall apply thereto.
(f) If a Person makes a Permitted Bid or a Competing Permitted Bid pursuant to which more than 50 per cent of the then outstanding Voting Shares (other than those Voting Shares Beneficially Owned by the Persons making the Permitted Bid or the Competing Permitted Bid, at the date of the Permitted Bid or the Competing Permitted Bid) are taken up and paid for by such Person, then the Board of Directors shall, immediately upon the consummation of such acquisition, without further formality, be deemed to have elected to redeem the Rights at the Redemption Price on the expiry date of the Permitted Bid or Competing Permitted Bid, as the case may be.
(g) Where a Take-over Bid, or other events giving rise to Bid that is not a Separation Time, Permitted Bid Acquisition is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, or in any other circumstances prior to the occurrence of a Flip-in Event, the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price. Without restricting the rights of the Board of Directors to elect to redeem the Rights pursuant to section 5.1(a.
(h) rather than pursuant to section 5.1(f), upon Upon the Rights being redeemed pursuant to this section 5.1(fsubsection 5.1(g), all of the provisions of this Agreement shall continue to apply as if the Separation Time had not occurred and Rights Certificates representing the number of Rights held by each holder of record of Common Shares as of the Separation Time had not been mailed to each such holder and for all purposes of this Agreement the events giving rise to the Separation Time shall be deemed not to have occurred.
(g) The Corporation shall give prompt written notice to the Rights Agent of any waiver of the application of Section 3.1 made by the Board of Directors under this Section 5.1.
Appears in 1 contract
Samples: Shareholder Protection Rights Plan Agreement (Transglobe Energy Corp)
Redemption and Waiver. (a) The Board of Directors mayshall waive the application of Section 3.1 in respect of the occurrence of any Flip-in Event if the Board of Directors has determined, at its option, at any time following a Stock Acquisition Date and prior to the occurrence of Separation Time, that a Flip-in EventPerson became an Acquiring Person by inadvertence and without any intention to become, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.0001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 or knowledge that it would become, an Acquiring Person under this Agreement and, in the event that an event such a waiver is granted by the Board of Directors, such Stock Acquisition Date shall be deemed not to have occurred. Any such waiver pursuant to this Section 5.1(a) must be on the type analogous to any of condition that such Person, within 14 days after the events described in Section 2.3 shall have occurred (such redemption price being herein referred to as the "REDEMPTION PRICE"). The redemption of the Rights foregoing determination by the Board of Directors may be made effective at or such time, on such basis and with such conditions earlier or later date as the Board of Directors in may determine (the “Disposition Date”), has reduced its sole discretion may establishBeneficial ownership of Voting Shares such that the Person is no longer an Acquiring Person. If the Person remains an Acquiring Person at the close of business on the Disposition Date, the Disposition Date shall be deemed to be the date of occurrence of a further Stock Acquisition Date and Section 3.1 shall apply thereto.
(b) If an Offeror successfully completes a Permitted Bid by having taken up and paid for not less than 50 per cent of the Voting Shares held by Independent Shareholders pursuant to Permitted Bid Acquisitions, the Board of Directors shall, without further formality, be deemed to have elected to redeem the Rights at the Redemption Price on the Expiry Date of the Permitted Bid.
(c) If the Board of Directors elects to or is deemed to have elected to redeem the Rights, the right to exercise the Rights will thereupon without further action and without notice terminate and the only right thereafter of the holder of a Right shall be to receive the Redemption Price. Within 10 days of the Board of Directors electing or being deemed to have elected to redeem the Rights, the Corporation shall give notice of such redemption to the holders of the then outstanding Rights. Each such notice of redemption shall state the method by which the payment of the Redemption Price shall be made.
(d) The Board of Directors may until the occurrence of acting in good faith may, prior to a Flip-in Event determinehaving occurred, upon prior written notice delivered to the Rights Agent, determine to waive the application of Section 3.1 to any particular a Flip-in Event that may occur by reason of a Take-over Bid made by means of a take-over bid circular to all holders of record of Voting Shares (which for greater certainty shall not include the circumstances described in Subsection 5.1(eSection 5.1(a)); , provided that if the Board of Directors waives the application of Section 3.1 to a particular Flip-in Event pursuant to this Subsection 5.1(dSection 5.1(b), subject to as provided below the Board of Directors shall be deemed to have waived the application of Section 3.1 to any other Flip-in Event occurring by reason of any Take-over Bid which is made by means of a takeTake-over bid Bid circular (i) prior to the granting all holders of such waiver, (ii) thereafter and Voting Shares prior to the expiry of any Take-over Bid (as the same may be extended from time to time) outstanding at the time of the granting of such waiver or (iii) thereafter and prior to the expiry of any Take-over Bid in respect of which a waiver is, or is deemed to have been, been granted under this Subsection 5.1(dSection 5.1(b); provided further .
(c) In the event that if prior to the first waiver occurrence of a Flip-in Event a Person acquires, pursuant to this Subsection 5.1(d) is in respect of any bid which would have been a Permitted Bid, a Competing Permitted Bid but or an Exempt Acquisition under Section 5.1(b), outstanding Voting Shares, then the Board of Directors shall, immediately upon the consummation of such acquisition without further formality be deemed to have elected to redeem the Rights at a redemption price of $0.00001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for the absence of one or more in Section 2.3 if an event of the elements type analogous to any of the events described in Section 2.3 shall have occurred (such redemption price being herein referred to as the “Redemption Price”).
(d) The Board of Directors may, with the prior approval of the holders of Voting Shares or Rights given in accordance with the terms of Section 5.4, at any time prior to the occurrence of a Permitted Bid set out Flip-in subclauses 1.1(bb) (i)Event elect to redeem all but not less than all of the then outstanding Rights at the Redemption Price appropriately adjusted in a manner analogous to the applicable adjustments provided for in Section 2.3, (ii), (iii) or (iv) (the "Waived Conditions"), any such second or further waiver which is deemed to occur by reason of Subsection 5.1(d) adjustments shall only be deemed made in the event that an event of the type analogous to occur if each such second or further Take-over Bid would also be a Permitted Bid but for any of the Waived Conditionsevents described in Section 2.3 shall have occurred.
(e) The Board of Directors may may, with the prior approval of the holders of Common Shares given in accordance with Section 5.4 at any time prior to the Close occurrence of a Flip-in Event as to which the application of Section 3.1 hereof has not been waived pursuant to Section 5.1(a), if such Flip-in Event would occur by reason of an acquisition of Common Shares or Convertible Securities otherwise than pursuant to a Take-over Bid made by means of a Take-over Bid circular to all registered holders of Common Shares and otherwise than in the circumstances set forth in Section 5.1(a), waive the application of Section 3.1 to such Flip-in Event. In such event, the Board of Directors shall extend the Separation Time to a date at least ten (10) Business Days subsequent to the meeting of shareholders called to approve such waiver.
(f) The Board of Directors may, prior to the close of business on the tenth day Trading Day following the a Stock Acquisition Date or such later Business Day as they may from time to time determine, upon prior written notice delivered to the Rights Agent, to waive or to agree to waive the application of Section 3.1 to the related Flip-in Event giving rise to the Stock Acquisition DateEvent, provided that the Acquiring Person has (i) reduced its Beneficial Ownership ownership of Voting Shares (or (ii) has entered into a contractual arrangement with the CorporationHealthSpace, acceptable to the Board of Directors, to do so within 30 10 calendar days of the date on which such contractual arrangement is entered into (the expiry of which period is herein referred to or such other date as the "DISPOSITION DATE"), Board of Directors may have determined) such that at the time the waiver becomes effective pursuant to this Subsection 5.1(eSection 5.1(f) such Person is no longer an Acquiring Person. In the event of such a waiver becoming effectiveeffective prior to the Separation Time, for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred. Without limiting the generality of the foregoing, if the Person remains an Acquiring Person at the close of business on the Disposition Date, the Disposition Date shall be deemed to be the date of occurrence of a further Stock Acquisition Date and Section
3.1 shall apply thereto.
(fg) Where a Take-over Bid, Bid that is not a Permitted Bid or other events giving rise to a Separation Time, Competing Permitted Bid is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, or in any other circumstances prior to the occurrence of a Flip-in Event, the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price. Without restricting Notwithstanding the rights of the Board of Directors to elect to redeem the Rights pursuant to section 5.1(a) rather than pursuant to section 5.1(f)foregoing, upon the Rights being redeemed pursuant to this section 5.1(fSection 5.1(g), all of the provisions of this Agreement shall continue to apply as if the Separation Time had not occurred and Rights Certificates representing the number of Rights held by each holder of record of Common Shares as of the Separation Time had not been mailed to each such holder and for all purposes of this Agreement the events giving rise to the Separation Time shall be deemed not to have occurredoccurred and the Rights shall remain attached to outstanding Common Shares subject to and in accordance with this agreement.
(h) If the Board of Directors is deemed under Section 5.1(c) to have elected or elects under Sections 5.1(d) or (g) The Corporation to redeem the Rights, the right to exercise the Rights will thereupon, without further action and without notice, terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price.
(i) Within 10 calendar days after the Board of Directors is deemed under Section 5.1(c) to have elected or elects under Section 5.1(d) or (g) to redeem the Rights, HealthSpace shall give notice of redemption to the holders of the then outstanding Rights by mailing such notice to each such holder at his last address as it appears upon the registry books of the Rights Agent or, prior to the Separation Time, on the registry books of the transfer agent for the Voting Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made.
(j) HealthSpace shall give prompt written notice to the Rights Agent of any waiver of the application of Section 3.1 made by the Board of Directors under pursuant to this Section 5.1.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement
Redemption and Waiver. (a) The Board of Directors may, of the Company may at its option, at any time prior to the occurrence earliest of (i) the Close of Business on the tenth day following a Flip-in EventStock Acquisition Date (or, elect if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), (ii) a determination by the Board of Directors that any Person is an Adverse Person, or (iii) the Close of Business on the Final Expiration Date, (A) redeem all but not less than all of the then outstanding Rights at a redemption price of $0.0001 .001 per Right Right, appropriately adjusted in a manner analogous to reflect any stock split, stock dividend or similar transaction occurring after the applicable adjustment provided for in Section 2.3 in the event that an event of the type analogous to any of the events described in Section 2.3 shall have occurred date hereof (such redemption price being herein hereinafter referred to as the "REDEMPTION PRICERedemption Price"), or (B) waive application of Section 11(a)(ii) with respect to the respective event(s) described in (i), (ii) or (iii) above. The redemption of Notwithstanding anything contained in this Agreement to the contrary, the Rights by the Board of Directors may shall not be made effective at exercisable as provided in Section 11(a)(ii) until such time, on such basis and with such conditions time as the Board Company's right of Directors in its sole discretion may establishredemption hereunder has expired.
(b) If an Offeror successfully completes a Permitted Bid by having taken up and paid for not less than 50 per cent Immediately upon the action of the Voting Shares held by Independent Shareholders pursuant to Permitted Bid Acquisitions, the Board of Directors shall, without further formality, be deemed to have elected to redeem of the Company ordering the redemption of the Rights (or at such later time as shall be specified in the Redemption Price on the Expiry Date of the Permitted Bid.
(c) If the Board of Directors elects to or is deemed to have elected to redeem the Rightsresolution taking such action), and without any further action and without any notice, the right to exercise the Rights will thereupon without further action and without notice terminate and the only right thereafter of the holder holders of a Right Rights shall be to receive the Redemption Price. Within 10 days Promptly after the action of the Board of Directors electing or being deemed to have elected to redeem ordering the redemption of the Rights, the Corporation Company shall give notice of such redemption to the holders of the then outstanding RightsRights and the Rights Agent by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the shares of Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.
. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (d) The Board of Directors may until based on the occurrence of a Flip-Current Per Share Market Price, as defined in Event determine, upon prior written notice delivered to the Rights Agent, to waive the application of Section 3.1 to any particular Flip-in Event (which for greater certainty shall not include the circumstances described in Subsection 5.1(e)); provided that if the Board of Directors waives the application of Section 3.1 to a particular Flip-in Event pursuant to this Subsection 5.1(d11(d), subject to as provided below of the Board of Directors shall be deemed to have waived the application of Section 3.1 to any other Flip-in Event occurring by reason of any Take-over Bid which is made by means of a take-over bid circular (i) prior to the granting of such waiver, (ii) thereafter and prior to the expiry of any Take-over Bid (as the same may be extended from time to time) outstanding Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the granting Board of such waiver or Directors.
(iiic) thereafter and prior In case the Company shall propose (a) to pay any dividend payable in stock of any class to the expiry holders of its Preferred Stock or Common Stock or to make any other distribution to the holders of its Preferred Stock or Common Stock (other than a regular quarterly cash dividend), (b) to offer to the holders of its Preferred Stock or Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or Common Stock or shares of stock of any Take-over Bid class or any other securities, (c) to effect any reclassification of its Preferred Stock or Common Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock or Common Stock), (d) to effect any consolidation, merger or share exchange into or with any other Person (other than a Subsidiary of the Company in respect of a transaction which a waiver iscomplies with Section 11(m)), (e) to effect any sale or is deemed other transfer or to have been, granted under this Subsection 5.1(d); provided further that if the first waiver pursuant to this Subsection 5.1(d) is in respect of any bid which would have been a Permitted Bid but for the absence of permit one or more of its Subsidiaries to effect any sale or other transfer, in one or more related transactions, of 50 percent or more of the elements assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(m)), or (f) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of a Permitted Bid set out Rights Certificate, to the extent feasible and in subclauses 1.1(bb) (i)accordance with Section 25, (ii)a notice of such proposed action, (iii) or (iv) (which shall specify the "Waived Conditions"), any such second or further waiver which is deemed to occur by reason of Subsection 5.1(d) shall only be deemed to occur if each such second or further Take-over Bid would also be a Permitted Bid but record date for the Waived Conditions.
(e) The Board purposes of Directors may prior to the Close such stock dividend or distribution of Business on the tenth day following the Stock Acquisition Date determinerights or warrants, upon prior written notice delivered to the Rights Agent, to waive or to agree to waive the application of Section 3.1 to the Flip-in Event giving rise to the Stock Acquisition Date, provided that the Acquiring Person has (i) reduced its Beneficial Ownership of Voting Shares or (ii) has entered into a contractual arrangement with the Corporation, acceptable to the Board of Directors, to do so within 30 days of the date on which such contractual arrangement reclassification, consolidation, merger, exchange, sale, transfer, liquidation, dissolution, or winding up is entered into (the expiry of which period is herein referred to as the "DISPOSITION DATE"), such that at the time the waiver becomes effective pursuant to this Subsection 5.1(e) such Person is no longer an Acquiring Person. In the event of such a waiver becoming effective, for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred. Without limiting the generality of the foregoing, if the Person remains an Acquiring Person at the close of business on the Disposition Date, the Disposition Date shall be deemed to be take place and the date of occurrence participation therein by the holders of the Preferred Stock or Common Stock if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (a) or (b) above at least 20 days prior to the record date for determining holders of the Preferred Stock or Common Stock for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Preferred Stock or Common Stock whichever shall be the earlier. In case a further Stock Acquisition Date and Section
3.1 shall apply thereto.
(f) Where a Take-over Bid, or other events giving rise to a Separation Time, is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, or in any other circumstances prior to the occurrence of a Flip-in Eventoccur, the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price. Without restricting the rights of the Board of Directors to elect to redeem the Rights pursuant to section 5.1(a) rather than pursuant to section 5.1(f), upon the Rights being redeemed pursuant to this section 5.1(f), all of the provisions of this Agreement Company shall continue to apply as if the Separation Time had not occurred and Rights Certificates representing the number of Rights held by each holder of record of Common Shares soon as of the Separation Time had not been mailed to each such holder and for all purposes of this Agreement the events giving rise to the Separation Time shall be deemed not to have occurred.
(g) The Corporation shall practicable thereafter give prompt written notice to the Rights Agent and to each holder of any waiver a Rights Certificate, in accordance with Section 25, a notice of the application occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 3.1 made by the Board of Directors under this Section 5.111(a)(ii).
Appears in 1 contract
Redemption and Waiver. (a1) The Board of Directors may, at its option, at any time prior to the occurrence of a Flip-in In Event, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.0001 0.001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that section 3.2 if an event of the type analogous to any of the events described in Section 2.3 section 3.2 shall have occurred (such redemption price being herein referred to as the "REDEMPTION PRICERedemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions condition as the Board of Directors in its it sole discretion may establish.
(2) The Board of Directors may, until the Stock Acquisition Date, upon written notice delivered to the Rights Agent, waive the application of section 4.1 or 4.2 to any particular Flip-Over Event or Flip-In Event.
(3) The Board of Directors may prior to the Stock Acquisition Date waive the application of section 4.2 to any particular Flip-In Event, provided that both of the following condition are satisfied:
(a) the Board of Directors has determined that the Acquiring Person became an Acquiring Person by inadvertence and without any intent or knowledge that he would become an Acquiring Person; and
(b) If such Acquiring Person has reduced his Beneficial Ownership of Voting Shares such that at the time of waiver pursuant to this subsection 7.1(3) he is no longer an Offeror successfully completes Acquiring Person. 35
(4) In the event that a Person makes a Permitted Bid which, within 120 days after the date of the Permitted Bid, has been accepted by having taken up and paid for the holders of not less than 50 per cent 90 percent of the Voting then outstanding Common Shares and other than the Common Shares held by Independent Shareholders pursuant to at the date of the Permitted Bid Acquisitionsby or on behalf of the Offeror or an Affiliate or Associate of the Offeror, then the Board of Directors shall, immediately upon the consummation of such acquisition, without further formality, formality be deemed to have elected to redeem the Rights at the Redemption Price on the Expiry Date of the Permitted BidPrice.
(c5) If the Board of Directors elects to or is deemed to have elected to redeem the Rights, the right to exercise the Rights will thereupon thereupon, without further action and without notice notice, terminate and the only right thereafter of the holder holders of a Right Rights shall be to receive the Redemption Price. .
(6) Within 10 30 days of after the Board of Directors electing or being having been deemed to have elected to redeem the Rights, the Corporation shall give notice of such redemption to the holders of the then outstanding RightsRights by mailing such notice to each such holder at his last address as it appears upon the registry books of the Rights Agent or, prior to the Separation Time, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.
(d) . The Board of Directors Corporation may until the occurrence of a Flip-not redeem, acquire or purchase for value any Rights at any time in Event determineany manner other than that specifically set forth in this section 7.1 or, upon prior written notice delivered to the Rights Agent, to waive the application of Section 3.1 to any particular Flip-in Event (which for greater certainty shall not include the circumstances described in Subsection 5.1(e)); provided that if the Board of Directors waives the application of Section 3.1 to a particular Flip-in Event pursuant to this Subsection 5.1(d), subject to as provided below the Board of Directors shall be deemed to have waived the application of Section 3.1 to any other Flip-in Event occurring by reason of any Take-over Bid which is made by means of a take-over bid circular (i) prior to the granting of such waiver, (ii) thereafter and prior to the expiry of any Take-over Bid (as the same may be extended from time to time) outstanding at the time of the granting of such waiver or (iii) thereafter and prior to the expiry of any Take-over Bid in respect of which a waiver is, or is deemed to have been, granted under this Subsection 5.1(d); provided further that if the first waiver pursuant to this Subsection 5.1(d) is in respect of any bid which would have been a Permitted Bid but for the absence of one or more of the elements of a Permitted Bid set out in subclauses 1.1(bb) (i), (ii), (iii) or (iv) (the "Waived Conditions"), any such second or further waiver which is deemed to occur by reason of Subsection 5.1(d) shall only be deemed to occur if each such second or further Take-over Bid would also be a Permitted Bid but for the Waived Conditions.
(e) The Board of Directors may prior to the Close of Business on the tenth day following the Stock Acquisition Date determine, upon prior written notice delivered to the Rights Agent, to waive or to agree to waive the application of Section 3.1 to the Flip-in Event giving rise to the Stock Acquisition Date, provided that the Acquiring Person has (i) reduced its Beneficial Ownership of Voting Shares or (ii) has entered into a contractual arrangement with the Corporation, acceptable to the Board of Directors, to do so within 30 days of the date on which such contractual arrangement is entered into (the expiry of which period is herein referred to as the "DISPOSITION DATE"), such that at the time the waiver becomes effective pursuant to this Subsection 5.1(e) such Person is no longer an Acquiring Person. In the event of such a waiver becoming effective, for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred. Without limiting the generality of the foregoing, if the Person remains an Acquiring Person at the close of business on the Disposition Date, the Disposition Date shall be deemed to be the date of occurrence of a further Stock Acquisition Date and Section
3.1 shall apply thereto.
(f) Where a Take-over Bid, or other events giving rise to a Separation Time, is withdrawn or otherwise terminated after in connection with the Separation Time has occurred and prior to the occurrence of a Flip-in Event, or in any other circumstances prior to the occurrence of a Flip-in Event, the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price. Without restricting the rights of the Board of Directors to elect to redeem the Rights pursuant to section 5.1(a) rather than pursuant to section 5.1(f), upon the Rights being redeemed pursuant to this section 5.1(f), all of the provisions of this Agreement shall continue to apply as if the Separation Time had not occurred and Rights Certificates representing the number of Rights held by each holder of record purchase of Common Shares as of the Separation Time had not been mailed to each such holder and for all purposes of this Agreement the events giving rise to the Separation Time shall be deemed not to have occurredShares.
(g) The Corporation shall give prompt written notice to the Rights Agent of any waiver of the application of Section 3.1 made by the Board of Directors under this Section 5.1.
Appears in 1 contract
Samples: Shareholder Protection Rights Plan Agreement (Flotek Industries Inc/Cn/)
Redemption and Waiver. (a) The Board of Directors may, at its option, at any time prior to the occurrence of a Flip-in EventSeparation Time, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.0001 0.001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that an event of the type analogous to any of the events described in Section 2.3 shall have occurred (such redemption price being herein referred to as the "REDEMPTION PRICERedemption Price"). The redemption of the Rights by the Board of Directors Director may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.
(b) If an Offeror successfully completes a Permitted Bid by having taken up and paid for not less than 50 per cent of the Voting Shares held by Independent Shareholders pursuant to Permitted Bid Acquisitions, the Board of Directors shall, without further formality, be deemed to have elected to redeem the Rights at the Redemption Price on the Expiry Date of the Permitted Bid.
(c) If the Board of Directors elects to or is deemed to have elected to redeem the Rights, the right to exercise the Rights will thereupon without further action and without notice terminate and the only right thereafter of the holder of a Right shall be to receive the Redemption Price. Within 10 days of the Board of Directors electing or being deemed to have elected to redeem the Rights, the Corporation shall give notice of such redemption to the holders of the then outstanding Rights. Each such notice of redemption shall state the method by which the payment of the Redemption Price shall be made.
(d) The Board of Directors Director may until the occurrence of a Flip-in Event Separation Time determine, upon prior written notice delivered to the Rights Agent, to waive the application of Section 3.1 to any particular Flip-in Event (which for greater certainty shall not include the circumstances described in Subsection 5.1(e)); provided that if the Board of Directors waives the application of Section 3.1 to a particular Flip-in Event pursuant to this Subsection 5.1(d), subject to as provided below the Board of Directors shall be deemed to have waived the application of Section 3.1 to any other Flip-in Event occurring by reason of any Take-over Bid which is made by means of a take-over bid circular (i) prior to the granting of such waiver, (ii) thereafter and prior to the expiry of any Take-over Bid (as the same may be extended from time to time) outstanding at the time of the granting of such waiver or (iii) thereafter and prior to the expiry of any Take-over Bid in respect of which a waiver is, or is deemed to have been, granted under this Subsection 5.1(d); provided further that if the first waiver pursuant to this Subsection 5.1(d) is in respect of any bid which would have been a Permitted Bid but for the absence of one or more of the elements of a Permitted Bid set out in subclauses 1.1(bb) (i), (ii), (iii) or (iv) (the "Waived Conditions"), any such second or further waiver which is deemed to occur by reason of Subsection 5.1(d) shall only be deemed to occur if each such second or further Take-over Bid would also be a Permitted Bid but for the Waived ConditionsEvent.
(ec) The Board of Directors may prior to the Close of Business on the tenth day following the Stock Acquisition Date determine, upon prior written notice delivered to the Rights Agent, to waive or to agree to Separation Time waive the application of Section 3.1 to the any particular Flip-in Event giving rise to the Stock Acquisition DateEvent, provided that both of the following conditions are satisfied:
(i) the Board of Directors has determined that the Acquiring Person became an Acquiring Person by inadvertence and without any intent or knowledge that he would become an Acquiring Person; and
(ii) such Acquiring Person has (i) reduced its his Beneficial Ownership of Voting Shares or (ii) has entered into a contractual arrangement with the Corporation, acceptable to the Board of Directors, to do so within 30 days of the date on which such contractual arrangement is entered into (the expiry of which period is herein referred to as the "DISPOSITION DATE"), such that at the time the of waiver becomes effective pursuant to this Subsection 5.1(e) such Person clause he is no longer an Acquiring Person. In the event .
(d) The Board of such a waiver becoming effectiveDirectors shall, for the purposes of this Agreementwithout further formality, such Flip-in Event shall be deemed not to have occurred. Without limiting the generality of the foregoing, if the Person remains an Acquiring Person at the close of business on the Disposition Date, the Disposition Date shall be deemed to be have elected to redeem the Rights at the Redemption Price on the date of occurrence expiry of a further Stock Acquisition Date Permitted Bid, provided that the Offeror takes up and Section
3.1 shall apply theretopays for the Voting Shares pursuant to the terms and conditions of the Permitted Bid.
(fe) Where a Take-over Bid, or other events giving rise to a Separation Time, is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, or in any other circumstances prior to the occurrence of a Flip-in Event, If the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price. Without restricting the rights of the Board of Directors to elect elects to redeem the Rights pursuant Rights, the right to section 5.1(a) rather than pursuant to section 5.1(f), upon exercise the Rights being redeemed pursuant to this section 5.1(f)will thereupon, all without further action and without notice, terminate and the only right thereafter of the provisions of this Agreement shall continue to apply as if the Separation Time had not occurred and Rights Certificates representing the number holders of Rights held by each holder of record of Common Shares as of the Separation Time had not been mailed to each such holder and for all purposes of this Agreement the events giving rise to the Separation Time shall be deemed not to have occurred.
(g) The Corporation shall give prompt written notice to receive the Rights Agent of any waiver of the application of Section 3.1 made by the Board of Directors under this Section 5.1.Redemption
Appears in 1 contract
Samples: Shareholder Protection Rights Plan Agreement (Surge Components Inc)
Redemption and Waiver. (a) The Board Subject to the prior consent of Directors maythe holders of Common Shares or Rights obtained in accordance with subsection 6.5(b) or 6.5(c), at its optionas applicable, at any time and prior to the occurrence of a Flip-in EventEvent as to which the application of section 4.1 has not been waived pursuant to this section 6.1, the Board of Directors may, acting in good faith, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.0001 per Right Right, appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that section 3.2, if an event of the type analogous to any of the events described in Section 2.3 section 3.2 shall have occurred (such redemption price being herein referred to as the "REDEMPTION PRICE"“Redemption Price”). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.
(b) If an Offeror successfully completes a Person acquires pursuant to a Permitted Bid, a Competing Permitted Bid or an Exempt Acquisition outstanding Common Shares other than Common Shares Beneficially Owned by having taken up and paid for not less than 50 per cent such Person at the date of the Voting Shares held by Independent Shareholders pursuant to Permitted Bid, the Competing Permitted Bid Acquisitionsor such Exempt Acquisition, the Board of Directors of the Company shall, immediately upon such acquisition and without further formality, formality be deemed to have elected to redeem the Rights at the Redemption Price on the Expiry Date of the Permitted BidPrice.
(c) Where a Take-over Bid that is not a Permitted Bid or a Competing Permitted Bid is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price.
(d) Within 10 Business Days after the Board of Directors electing or being deemed to have elected to redeem the Rights or, if subsection 6.1(a) is applicable, within 10 Business Days after the holders of Common Shares or the holders of Rights have approved a redemption of Rights in accordance with subsection 6.5(b) or 6.5(c), as applicable, the Company shall give notice of such redemption to the holders of the then outstanding Rights by mailing such notice to each such holder at his last address as it appears on the Rights Register or, prior to the Separation Time, on the register of Common Shares maintained by the Company’s transfer agent. Each such notice of redemption shall state the method by which the payment of the Redemption Price shall be made. The Company may not redeem, acquire or purchase for any value any Rights at any time in any manner other than that specifically set forth in this section 6.1 or in connection with the purchase of Common Shares prior to the Separation Time.
(e) If the Board of Directors elects to or is deemed to have elected to redeem the RightsRights and, in circumstances where subsection 6.1(a) is applicable, such redemption is approved by the holders of Common Shares or the holders of Rights in accordance with subsection 6.5(b) or 6.5(c), as applicable, (i) the right to exercise the Rights will thereupon without further action and without notice terminate and the only right thereafter of the holder of a Right shall be to receive the Redemption Price. Within 10 days of the Board of Directors electing or being deemed to have elected to redeem the Rights, the Corporation and (ii) no further Rights shall give notice of such redemption to the holders of the then outstanding Rights. Each such notice of redemption shall state the method by which the payment of the Redemption Price shall thereafter be madeissued.
(df) The Board of Directors may until the occurrence of a Flip-in Event determine, upon prior Upon written notice delivered to the Rights Agent, to the Board of Directors may, in respect of any Flip-in Event waive the application of Section 3.1 to any particular section 4.1 in respect of that Flip-in Event (which for greater certainty shall not include the circumstances described in Subsection 5.1(e)); Event, provided that if both of the following conditions are satisfied: (i) the Board of Directors waives had determined, within 10 Business Days following a Stock Acquisition Date, that the application of Section 3.1 Person became an Acquiring Person by inadvertence and without any intent to a particular Flip-in Event pursuant to this Subsection 5.1(d)become, subject to or knowledge that it would become, an Acquiring Person; and (ii) such Acquiring Person, within 14 days after such determination or such earlier or later period as provided below the Board of Directors shall be deemed to have waived the application of Section 3.1 to any other Flip-in Event occurring by reason of any Take-over Bid which is made by means of a take-over bid circular (i) prior to the granting of such waiver, (ii) thereafter and prior to the expiry of any Take-over Bid (as the same may be extended from time to time) outstanding at the time of the granting of such waiver or (iii) thereafter and prior to the expiry of any Take-over Bid in respect of which a waiver is, or is deemed to have been, granted under this Subsection 5.1(d); provided further that if the first waiver pursuant to this Subsection 5.1(d) is in respect of any bid which would have been a Permitted Bid but for the absence of one or more of the elements of a Permitted Bid set out in subclauses 1.1(bb) (i), (ii), (iii) or (iv) determine (the "Waived Conditions"), any such second or further waiver which is deemed to occur by reason of Subsection 5.1(d“Disposition Date”) shall only be deemed to occur if each such second or further Take-over Bid would also be a Permitted Bid but for the Waived Conditions.
(e) The Board of Directors may prior to the Close of Business on the tenth day following the Stock Acquisition Date determine, upon prior written notice delivered to the Rights Agent, to waive or to agree to waive the application of Section 3.1 to the Flip-in Event giving rise to the Stock Acquisition Date, provided that the Acquiring Person has (i) reduced its Beneficial Ownership of Voting Common Shares or (ii) has entered into a contractual arrangement with the Corporation, acceptable to the Board of Directors, to do so within 30 days of the date on which such contractual arrangement is entered into (the expiry of which period is herein referred to as the "DISPOSITION DATE"), such that at the time the of waiver becomes effective pursuant to this Subsection 5.1(esubsection 6.1(f) such Person it is no longer an Acquiring Person. In the event of such a waiver becoming effective, for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred. Without limiting the generality of the foregoing, ; if the Acquiring Person remains an Acquiring Person at the close of business on the Disposition Date, the Disposition Date shall be deemed to be the date of occurrence of a further Stock Acquisition Date and Section
3.1 section 4.1 shall apply thereto. In the event of any such waiver pursuant to this subsection 6.1(g), for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred and the Separation Time shall be deemed not to have occurred as a result of such Person having inadvertently become an Acquiring Person.
(fg) Where The Board of Directors may, until a Flip-in Event shall have occurred, upon written notice delivered to the Rights Agent, determine to waive the application of section 4.1 to a Flip-in Event but only if such Flip-in Event occurs by reason of a Take-over BidBid made by way of a take-over bid circular to all holders of record of the Common Shares of the Company which are subject to the Take-over Bid (which, for greater certainty, does not include the circumstances described in subsection 6.1(f)); provided however, that if the Board of Directors waives the application of section 4.1 to a particular Flip-in Event pursuant to this subsection 6.1(g), the Board of Directors shall be deemed to have waived the application of section 4.1 to any other Flip-in Event occurring by reason of any Take-over Bid which is made by means of a take-over bid circular to all holders of record of Common Shares prior to the expiry of any Take-over Bid in respect of which a waiver is, or other events giving rise is deemed to a Separation Timehave been, is withdrawn or otherwise terminated after granted under this subsection 6.1(g).
(h) The Board of Directors may, with the Separation Time has occurred and prior consent of the holders of Common Shares given in accordance with subsection 6.5(b), determine, at any time prior to the occurrence of a Flip-in EventEvent as to which the application of section 4.1 has not been waived pursuant to this section 6.1, or if such Flip-in any other circumstances prior Event would occur by reason of an acquisition of Common Shares otherwise than pursuant to the occurrence a Take-over Bid made by means of a Take-over Bid circular to all holders of record of Common Shares and otherwise than in the circumstances set forth in subsection 6.1(f), to waive the application of section 4.1 to such Flip-in Event. In the event that the Board of Directors proposes such a waiver, the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price. Without restricting the rights of the Board of Directors to elect to redeem the Rights pursuant to section 5.1(a) rather than pursuant to section 5.1(f), upon the Rights being redeemed pursuant to this section 5.1(f), all of the provisions of this Agreement shall continue to apply as if extend the Separation Time had to a date subsequent to and not occurred and Rights Certificates representing more than 10 Business Days following the number meeting of Rights held by each holder of record of Common Shares as of the Separation Time had not been mailed shareholders called to each approve such holder and for all purposes of this Agreement the events giving rise to the Separation Time shall be deemed not to have occurredwaiver.
(g) The Corporation shall give prompt written notice to the Rights Agent of any waiver of the application of Section 3.1 made by the Board of Directors under this Section 5.1.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Theratechnologies Inc.)
Redemption and Waiver. (a) The Board of Directors mayshall waive the application of Section 3.1 in respect of the occurrence of any Flip-in Event if the Board of Directors has determined, at its option, at any time following a Stock Acquisition Date and prior to the occurrence of Separation Time, that a Flip-in EventPerson became an Acquiring Person by inadvertence and without any intention to become, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.0001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 or knowledge that it would become, an Acquiring Person under this Agreement and, in the event that an event such a waiver is granted by the Board of Directors, such Stock Acquisition Date shall be deemed not to have occurred. Any such waiver pursuant to this Section 5.1(a) must be on the type analogous to any of condition that such Person, within 14 days after the events described in Section 2.3 shall have occurred (such redemption price being herein referred to as the "REDEMPTION PRICE"). The redemption of the Rights foregoing determination by the Board of Directors may be made effective at or such time, on such basis and with such conditions earlier or later date as the Board of Directors in may determine (the “Disposition Date”), has reduced its sole discretion may establishBeneficial ownership of Voting Shares such that the Person is no longer an Acquiring Person. If the Person remains an Acquiring Person at the close of business on the Disposition Date, the Disposition Date shall be deemed to be the date of occurrence of a further Stock Acquisition Date and Section 3.1 shall apply thereto.
(b) If an Offeror successfully completes a Permitted Bid by having taken up and paid for not less than 50 per cent of the Voting Shares held by Independent Shareholders pursuant to Permitted Bid Acquisitions, the Board of Directors shall, without further formality, be deemed to have elected to redeem the Rights at the Redemption Price on the Expiry Date of the Permitted Bid.
(c) If the Board of Directors elects to or is deemed to have elected to redeem the Rights, the right to exercise the Rights will thereupon without further action and without notice terminate and the only right thereafter of the holder of a Right shall be to receive the Redemption Price. Within 10 days of the Board of Directors electing or being deemed to have elected to redeem the Rights, the Corporation shall give notice of such redemption to the holders of the then outstanding Rights. Each such notice of redemption shall state the method by which the payment of the Redemption Price shall be made.
(d) The Board of Directors may until the occurrence of acting in good faith may, prior to a Flip-in Event determinehaving occurred, upon prior written notice delivered to the Rights Agent, determine to waive the application of Section 3.1 to any particular a Flip-in Event that may occur by reason of a Take-over Bid made by means of a take-over bid circular to all holders of record of Voting Shares (which for greater certainty shall not include the circumstances described in Subsection 5.1(eSection 5.1(a)); , provided that if the Board of Directors waives the application of Section 3.1 to a particular Flip-in Event pursuant to this Subsection 5.1(dSection 5.1(b), subject to as provided below the Board of Directors shall be deemed to have waived the application of Section 3.1 to any other Flip-in Event occurring by reason of any Take-over Bid which is made by means of a takeTake-over bid Bid circular (i) prior to the granting all holders of such waiver, (ii) thereafter and Voting Shares prior to the expiry of any Take-over Bid (as the same may be extended from time to time) outstanding at the time of the granting of such waiver or (iii) thereafter and prior to the expiry of any Take-over Bid in respect of which a waiver is, or is deemed to have been, been granted under this Subsection 5.1(dSection 5.1(b); provided further .
(c) In the event that if prior to the first waiver occurrence of a Flip-in Event a Person acquires, pursuant to this Subsection 5.1(d) is in respect of any bid which would have been a Permitted Bid, a Competing Permitted Bid but or an Exempt Acquisition under Section 5.1(b), outstanding Voting Shares, then the Board of Directors shall, immediately upon the consummation of such acquisition without further formality be deemed to have elected to redeem the Rights at a redemption price of $0.00001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for the absence of one or more in Section 2.3 if an event of the elements type analogous to any of the events described in Section 2.3 shall have occurred (such redemption price being herein referred to as the “Redemption Price”).
(d) The Board of Directors may, with the prior approval of the holders of Voting Shares or Rights given in accordance with the terms of Section 5.4, at any time prior to the occurrence of a Permitted Bid set out Flip-in subclauses 1.1(bb) (i)Event elect to redeem all but not less than all of the then outstanding Rights at the Redemption Price appropriately adjusted in a manner analogous to the applicable adjustments provided for in Section 2.3, (ii), (iii) or (iv) (the "Waived Conditions"), any such second or further waiver which is deemed to occur by reason of Subsection 5.1(d) adjustments shall only be deemed made in the event that an event of the type analogous to occur if each such second or further Take-over Bid would also be a Permitted Bid but for any of the Waived Conditionsevents described in Section 2.3 shall have occurred.
(e) The Board of Directors may may, with the prior approval of the holders of Common Shares given in accordance with Section 5.4 at any time prior to the Close occurrence of a Flip-in Event as to which the application of Section 3.1 hereof has not been waived pursuant to this Section 5.1(a), if such Flip-in Event would occur by reason of an acquisition of Common Shares or Convertible Securities otherwise than pursuant to a Take-over Bid made by means of a Take-over Bid circular to all registered holders of Common Shares and otherwise than in the circumstances set forth in Section 5.1(a), waive the application of Section 3.1 to such Flip-in Event. In such event, the Board of Directors shall extend the Separation Time to a date at least ten (10) Business Days subsequent to the meeting of shareholders called to approve such waiver.
(f) The Board of Directors may, prior to the close of business on the tenth day Trading Day following the a Stock Acquisition Date or such later Business Day as they may from time to time determine, upon prior written notice delivered to the Rights Agent, to waive or to agree to waive the application of Section 3.1 to the related Flip-in Event giving rise to the Stock Acquisition DateEvent, provided that the Acquiring Person has (i) reduced its Beneficial Ownership ownership of Voting Shares (or (ii) has entered into a contractual arrangement with the CorporationTELUS, acceptable to the Board of Directors, to do so within 30 10 calendar days of the date on which such contractual arrangement is entered into (the expiry of which period is herein referred to or such other date as the "DISPOSITION DATE"), Board of Directors may have determined) such that at the time the waiver becomes effective pursuant to this Subsection 5.1(eSection 5.1(f) such Person is no longer an Acquiring Person. In the event of such a waiver becoming effectiveeffective prior to the Separation Time, for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred. Without limiting the generality of the foregoing, if the Person remains an Acquiring Person at the close of business on the Disposition Date, the Disposition Date shall be deemed to be the date of occurrence of a further Stock Acquisition Date and Section
3.1 shall apply thereto.
(fg) Where a Take-over Bid, Bid that is not a Permitted Bid or other events giving rise to a Separation Time, Competing Permitted Bid is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, or in any other circumstances prior to the occurrence of a Flip-in Event, the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price. Without restricting Notwithstanding the rights of the Board of Directors to elect to redeem the Rights pursuant to section 5.1(a) rather than pursuant to section 5.1(f)foregoing, upon the Rights being redeemed pursuant to this section 5.1(fSection 5.1(g), all of the provisions of this Agreement shall continue to apply as if the Separation Time had not occurred and Rights Certificates representing the number of Rights held by each holder of record of Common Shares as of the Separation Time had not been mailed to each such holder and for all purposes of this Agreement the events giving rise to the Separation Time shall be deemed not to have occurredoccurred and the Rights shall remain attached to outstanding Common Shares subject to and in accordance with this agreement.
(h) If the Board of Directors is deemed under Section 5.1(c) to have elected or elects under Sections 5.1(d) or (g) The Corporation to redeem the Rights, the right to exercise the Rights will thereupon, without further action and without notice, terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price.
(i) Within 10 calendar days after the Board of Directors is deemed under Section 5.1(c) to have elected or elects under Section 5.1(d) or (g) to redeem the Rights, TELUS shall give notice of redemption to the holders of the then outstanding Rights by mailing such notice to each such holder at his last address as it appears upon the registry books of the Rights Agent or, prior to the Separation Time, on the registry books of the transfer agent for the Voting Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made.
(j) TELUS shall give prompt written notice to the Rights Agent of any waiver of the application of Section 3.1 made by the Board of Directors under pursuant to this Section 5.1.
Appears in 1 contract
Redemption and Waiver. (a) The Board of Directors acting in good faith may, at its option, at any time prior to the occurrence of a Flip-in Event, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.0001 0.00001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that if an event of the type analogous to any of the events described in Section 2.3 shall have occurred (such redemption price being herein referred to as the "REDEMPTION PRICERedemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.
(b) If an Offeror successfully completes a Permitted Bid by having taken up and paid for not less than 50 per cent of the Voting Shares held by Independent Shareholders pursuant to Permitted Bid Acquisitions, the Board of Directors shall, without further formality, be deemed to have elected to redeem the Rights at the Redemption Price on the Expiry Date of the Permitted Bid.
(c) If the Board of Directors elects to or is deemed to have elected to redeem the Rights, the right to exercise the Rights will thereupon thereupon, without further action and without notice notice, terminate and the only right thereafter of the holder holders of a Right Rights shall be to receive the Redemption Price. .
(c) Within 10 days of after the Board of Directors electing or being having been deemed to have elected to redeem the Rights, the Corporation shall give notice of such redemption to the holders of the then outstanding RightsRights in accordance with Section 5.9. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. The Corporation may not redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 5.1 or other than in connection with the purchase of Common Shares prior to the Separation Time.
(d) The Board of Directors may may, until the occurrence of a Flip-in Event determineshall occur, upon prior written notice delivered to the Rights Agent, determine to waive the application of Section 3.1 to any such particular Flip-in Event (which for greater certainty shall not include the circumstances described in Subsection 5.1(e))Event; provided that if the Board of Directors waives the application of Section 3.1 to a particular Flip-in Event pursuant that may occur by reason of a Take-over Bid made to this Subsection 5.1(d)all holders of record of Voting Shares, subject to as provided below the Board of Directors shall be deemed to have waived the application of Section 3.1 to any other future Flip-in Event occurring by reason in respect of any other Take-over Bid which is made by means to all holders of a take-over bid circular (i) prior to the granting record of such waiver, (ii) thereafter and Voting Shares prior to the expiry of any Take-over Bid (as the same may be extended from time to time) outstanding at the time of the granting of such waiver or (iii) thereafter and prior to the expiry of any Take-over Bid in respect of which a the waiver is, or is deemed to have been, been granted under this Subsection subsection 5.1(d); provided further that if the first waiver pursuant to this Subsection 5.1(d) is in respect of any bid which would have been a Permitted Bid but for the absence of one or more of the elements of a Permitted Bid set out in subclauses 1.1(bb) (i), (ii), (iii) or (iv) (the "Waived Conditions"), any such second or further waiver which is deemed to occur by reason of Subsection 5.1(d) shall only be deemed to occur if each such second or further Take-over Bid would also be a Permitted Bid but for the Waived Conditions.
(e) The Board of Directors may prior to the Close of Business on the tenth day following the Stock Acquisition Date determine, upon prior written notice delivered to the Rights Agent, to waive or to agree to waive the application of Section 3.1 to in respect of the occurrence of any Flip-in Event giving rise to if the Board of Directors has determined within eight Trading Days following a Stock Acquisition Date, provided Date that the a Person became an Acquiring Person has (i) reduced its Beneficial Ownership of Voting Shares by inadvertence and without any intention to become, or (ii) has entered into knowledge that it would become, an Acquiring Person under this Agreement and, in the event that such a contractual arrangement with the Corporation, acceptable to waiver is granted by the Board of Directors, such Stock Acquisition Date shall be deemed not to do so have occurred. Any such waiver pursuant to subsection 5.1(e) must be on the condition that such Person, within 30 10 days after the foregoing determination by the Board of Directors or such earlier or later date as the date on which such contractual arrangement is entered into Board of Directors may determine (the expiry of which period is herein referred to as the "DISPOSITION DATEDisposition Date"), has reduced its Beneficial ownership of Voting Shares such that at the time the waiver becomes effective pursuant to this Subsection 5.1(e) such Person is no longer an Acquiring Person. In the event of such a waiver becoming effective, for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred. Without limiting the generality of the foregoing, if If the Person remains an Acquiring Person at the close of business on the Disposition Date, the Disposition Date shall be deemed to be the date of occurrence of a further Stock Acquisition Date and Section
3.1 shall apply thereto.
(f) If a Person makes a Permitted Bid or a Competing Permitted Bid pursuant to which more than 50 per cent of the then outstanding Voting Shares (other than those Voting Shares Beneficially Owned by the Persons making the Permitted Bid or the Competing Permitted Bid, at the date of the Permitted Bid or the Competing Permitted Bid) are taken up and paid for by such Person, then the Board of Directors shall, immediately upon the consummation of such acquisition, without further formality, be deemed to have elected to redeem the Rights at the Redemption Price on the expiry date of the Permitted Bid or Competing Permitted Bid, as the case may be.
(g) Where a Take-over Bid, or other events giving rise to Bid that is not a Separation Time, Permitted Bid Acquisition is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, or in any other circumstances prior to the occurrence of a Flip-in Event, the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price. Without restricting the rights of the Board of Directors to elect to redeem the Rights pursuant to section 5.1(a.
(h) rather than pursuant to section 5.1(f), upon Upon the Rights being redeemed pursuant to this section 5.1(fsubsection 5.1(g), all of the provisions of this Agreement shall continue to apply as if the Separation Time had not occurred and Rights Certificates representing the number of Rights held by each holder of record of Common Shares as of the Separation Time had not been mailed to each such holder and for all purposes of this Agreement the events giving rise to the Separation Time shall be deemed not to have occurred.
(g) The Corporation shall give prompt written notice to the Rights Agent of any waiver of the application of Section 3.1 made by the Board of Directors under this Section 5.1.
Appears in 1 contract
Samples: Shareholder Protection Rights Agreement (Transglobe Energy Corp)
Redemption and Waiver. (a) The Board of Directors acting in good faith may, at its option, at any time prior to the occurrence of a Flip-in Event, Separation Time elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.0001 0.001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section section 2.3 in the event that herein if an event of the type analogous to any of the events described in Section section 2.3 herein shall have occurred (such redemption price being herein referred to as the "REDEMPTION PRICE"“Redemption Price”). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.
(b) If an Offeror successfully completes The Board of Directors may, until the expiration of 10 Business Days following the occurrence of a Permitted Bid by having taken up and paid for not less than 50 per cent Flip-in Event, upon written notice delivered to the Rights Agent, waive the application of section 3.1 herein to any particular Flip-in Event.
(c) Notwithstanding the provisions of subsection 5.1(b) herein, the Board of Directors may waive the application of section 3.1 herein to any particular Flip-in Event, provided that both of the following conditions are satisfied:
(i) the Board of Directors has determined that the Acquiring Person became an Acquiring Person by inadvertence and without any intent or knowledge that he would become an Acquiring Person; and
(ii) such Acquiring Person has reduced its Beneficial Ownership of Voting Shares held by Independent Shareholders such that at the time of waiver pursuant to Permitted Bid Acquisitionsthis subsection 5.1(c) herein it is no longer an Acquiring Person; and, in the event of any such waiver, for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred as a result of such Person having inadvertently become an acquiring Person.
(d) The Board of Directors shall, without further formality, be deemed to have elected to redeem the Rights at the Redemption Price on the Expiry Date date of expiry of a Permitted Bid or a Competing Permitted Bid, provided that the Offeror takes up and pays for the Voting Shares pursuant to the terms and conditions of the Permitted Bid or Competing Permitted Bid.
(ce) If the Board of Directors elects to or is deemed to have elected to redeem the Rights, the right to exercise the Rights will thereupon thereupon, without further action and without notice notice, terminate and the only right thereafter of the holder holders of a Right Rights, as such, shall be to receive the Redemption Price. .
(f) Within 10 days of after the Board of Directors electing has elected or being been deemed to have elected to redeem the Rights, the Corporation shall give notice of such redemption to the holders of the then outstanding RightsRights by mailing such notice to each such holder at his last address as it appears upon the registry books of the Rights Agent or, prior to the Separation Time, on the registry books of the Transfer Agent for the Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.
(d) . The Board Corporation may not redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this section 5.1, and other than in connection with the purchase of Directors may until the occurrence of a Flip-in Event determine, upon prior written notice delivered to the Rights Agent, to waive the application of Section 3.1 to any particular Flip-in Event (which for greater certainty shall not include the circumstances described in Subsection 5.1(e)); provided that if the Board of Directors waives the application of Section 3.1 to a particular Flip-in Event pursuant to this Subsection 5.1(d), subject to as provided below the Board of Directors shall be deemed to have waived the application of Section 3.1 to any other Flip-in Event occurring by reason of any Take-over Bid which is made by means of a take-over bid circular (i) Shares prior to the granting of such waiver, (ii) thereafter and prior to the expiry of any Take-over Bid (as the same may be extended from time to time) outstanding at the time of the granting of such waiver or (iii) thereafter and prior to the expiry of any Take-over Bid in respect of which a waiver is, or is deemed to have been, granted under this Subsection 5.1(d); provided further that if the first waiver pursuant to this Subsection 5.1(d) is in respect of any bid which would have been a Permitted Bid but for the absence of one or more of the elements of a Permitted Bid set out in subclauses 1.1(bb) (i), (ii), (iii) or (iv) (the "Waived Conditions"), any such second or further waiver which is deemed to occur by reason of Subsection 5.1(d) shall only be deemed to occur if each such second or further Take-over Bid would also be a Permitted Bid but for the Waived Conditions.
(e) The Board of Directors may prior to the Close of Business on the tenth day following the Stock Acquisition Date determine, upon prior written notice delivered to the Rights Agent, to waive or to agree to waive the application of Section 3.1 to the Flip-in Event giving rise to the Stock Acquisition Date, provided that the Acquiring Person has (i) reduced its Beneficial Ownership of Voting Shares or (ii) has entered into a contractual arrangement with the Corporation, acceptable to the Board of Directors, to do so within 30 days of the date on which such contractual arrangement is entered into (the expiry of which period is herein referred to as the "DISPOSITION DATE"), such that at the time the waiver becomes effective pursuant to this Subsection 5.1(e) such Person is no longer an Acquiring Person. In the event of such a waiver becoming effective, for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred. Without limiting the generality of the foregoing, if the Person remains an Acquiring Person at the close of business on the Disposition Date, the Disposition Date shall be deemed to be the date of occurrence of a further Stock Acquisition Date and Section
3.1 shall apply thereto.
(f) Where a Take-over Bid, or other events giving rise to a Separation Time, is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, or in any other circumstances prior to the occurrence of a Flip-in Event, the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price. Without restricting the rights of the Board of Directors to elect to redeem the Rights pursuant to section 5.1(a) rather than pursuant to section 5.1(f), upon the Rights being redeemed pursuant to this section 5.1(f), all of the provisions of this Agreement shall continue to apply as if the Separation Time had not occurred and Rights Certificates representing the number of Rights held by each holder of record of Common Shares as of the Separation Time had not been mailed to each such holder and for all purposes of this Agreement the events giving rise to the Separation Time shall be deemed not to have occurred.
(g) The Corporation shall give prompt written notice to the Rights Agent of any waiver of the application of Section 3.1 made by the Board of Directors under this Section 5.1.
Appears in 1 contract
Redemption and Waiver. (a) The Board of Directors may, at its option, at any time prior to the occurrence of a Flip-in EventSeparation Time, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.0001 0.001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section section 2.3 in the event that an event of the type analogous to any of the events described in Section section 2.3 shall have occurred (such redemption price being herein referred to as the "REDEMPTION PRICERedemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.
(b) If an Offeror successfully completes a Permitted Bid by having taken up and paid for not less than 50 per cent The Board of Directors may until the Separation Time determine, upon prior written notice delivered to the Rights Agent, to waive the application of section 3.1 to any particular Flip-In Event.
(c) The Board of Directors may prior to the Separation Time waive the application of section 3.1 to any particular Flip-In Event, provided that both of the following conditions are satisfied:
(i) the Board of Directors has determined that the Acquiring Person became an Acquiring Person by inadvertence and without any intent or knowledge that he would become an Acquiring Person; and
(ii) such Acquiring Person has reduced his Beneficial Ownership of Voting Shares held by Independent Shareholders such that at the time of waiver pursuant to Permitted Bid Acquisitions, the this clause he is no longer an Acquiring Person.
(d) The Board of Directors shall, without further formality, be deemed to have elected to redeem the Rights at the Redemption Price on the Expiry Date date of expiry of a Permitted Bid, provided that the Offeror takes up and pays for the Voting Shares pursuant to the terms and conditions of the Permitted Bid.
(ce) If the Board of Directors elects to or is deemed to have elected to redeem the Rights, the right to exercise the Rights will thereupon thereupon, without further action and without notice notice, terminate and the only right thereafter of the holder holders of a Right Rights shall be to receive the Redemption Price. .
(f) Within 10 ten (10) days of after the Board of Directors electing or being deemed to have elected to redeem the Rights, the Corporation shall give notice of such redemption to the holders of the then outstanding RightsRights by mailing such notice to all such holders at their last address as they appear upon the registry books of the Rights Agent or, prior to the Separation Time, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.
(d) . The Board Corporation may not redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this section 5.1, or other than in connection with the purchase of Directors may until the occurrence of a Flip-in Event determine, upon prior written notice delivered to the Rights Agent, to waive the application of Section 3.1 to any particular Flip-in Event (which for greater certainty shall not include the circumstances described in Subsection 5.1(e)); provided that if the Board of Directors waives the application of Section 3.1 to a particular Flip-in Event pursuant to this Subsection 5.1(d), subject to as provided below the Board of Directors shall be deemed to have waived the application of Section 3.1 to any other Flip-in Event occurring by reason of any Take-over Bid which is made by means of a take-over bid circular (i) Common Shares prior to the granting of such waiver, (ii) thereafter and prior to the expiry of any Take-over Bid (as the same may be extended from time to time) outstanding at the time of the granting of such waiver or (iii) thereafter and prior to the expiry of any Take-over Bid in respect of which a waiver is, or is deemed to have been, granted under this Subsection 5.1(d); provided further that if the first waiver pursuant to this Subsection 5.1(d) is in respect of any bid which would have been a Permitted Bid but for the absence of one or more of the elements of a Permitted Bid set out in subclauses 1.1(bb) (i), (ii), (iii) or (iv) (the "Waived Conditions"), any such second or further waiver which is deemed to occur by reason of Subsection 5.1(d) shall only be deemed to occur if each such second or further Take-over Bid would also be a Permitted Bid but for the Waived Conditions.
(e) The Board of Directors may prior to the Close of Business on the tenth day following the Stock Acquisition Date determine, upon prior written notice delivered to the Rights Agent, to waive or to agree to waive the application of Section 3.1 to the Flip-in Event giving rise to the Stock Acquisition Date, provided that the Acquiring Person has (i) reduced its Beneficial Ownership of Voting Shares or (ii) has entered into a contractual arrangement with the Corporation, acceptable to the Board of Directors, to do so within 30 days of the date on which such contractual arrangement is entered into (the expiry of which period is herein referred to as the "DISPOSITION DATE"), such that at the time the waiver becomes effective pursuant to this Subsection 5.1(e) such Person is no longer an Acquiring Person. In the event of such a waiver becoming effective, for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred. Without limiting the generality of the foregoing, if the Person remains an Acquiring Person at the close of business on the Disposition Date, the Disposition Date shall be deemed to be the date of occurrence of a further Stock Acquisition Date and Section
3.1 shall apply thereto.
(f) Where a Take-over Bid, or other events giving rise to a Separation Time, is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, or in any other circumstances prior to the occurrence of a Flip-in Event, the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price. Without restricting the rights of the Board of Directors to elect to redeem the Rights pursuant to section 5.1(a) rather than pursuant to section 5.1(f), upon the Rights being redeemed pursuant to this section 5.1(f), all of the provisions of this Agreement shall continue to apply as if the Separation Time had not occurred and Rights Certificates representing the number of Rights held by each holder of record of Common Shares as of the Separation Time had not been mailed to each such holder and for all purposes of this Agreement the events giving rise to the Separation Time shall be deemed not to have occurred.
(g) The Corporation shall give prompt written notice to the Rights Agent of any waiver of the application of Section 3.1 made by the Board of Directors under this Section 5.1.
Appears in 1 contract
Samples: Shareholder Protection Rights Plan Agreement (Haemacure Corp)
Redemption and Waiver. (a) The Board of Directors acting in good faith may, at its option, at any time prior to the occurrence of a Flip-in Event, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.0001 0.00001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that if an event of the type analogous to any of the events described in Section 2.3 shall have occurred (such redemption price being herein referred to as the "REDEMPTION PRICE"“Redemption Price”). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.
(b) If an Offeror successfully completes a Permitted Bid by having taken up and paid for not less than 50 per cent of the Voting Shares held by Independent Shareholders pursuant to Permitted Bid Acquisitions, the Board of Directors shall, without further formality, be deemed to have elected to redeem the Rights at the Redemption Price on the Expiry Date of the Permitted Bid.
(c) If the Board of Directors elects to or is deemed to have elected to redeem the Rights, the right to exercise the Rights will thereupon thereupon, without further action and without notice notice, terminate and the only right thereafter of the holder holders of a Right Rights shall be to receive the Redemption Price. .
(c) Within 10 days of after the Board of Directors electing or being having been deemed to have elected to redeem the Rights, the Corporation shall give notice of such redemption to the holders of the then outstanding RightsRights in accordance with Section 5.9. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. The Corporation may not redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 5.1 or other than in connection with the purchase of Common Shares prior to the Separation Time.
(d) The Board of Directors may may, until the occurrence of a Flip-in Event determineshall occur, upon prior written notice delivered to the Rights Agent, determine to waive the application of Section 3.1 to any such particular Flip-in Event (which for greater certainty shall not include the circumstances described in Subsection 5.1(e))Event; provided that if the Board of Directors waives the application of Section 3.1 to a particular Flip-in Event pursuant that may occur by reason of a Take-over Bid made to this Subsection 5.1(d)all holders of record of Voting Shares, subject to as provided below the Board of Directors shall be deemed to have waived the application of Section 3.1 to any other future Flip-in Event occurring by reason in respect of any other Take-over Bid which is made by means to all holders of a take-over bid circular (i) prior to the granting record of such waiver, (ii) thereafter and Voting Shares prior to the expiry of any Take-over Bid (as the same may be extended from time to time) outstanding at the time of the granting of such waiver or (iii) thereafter and prior to the expiry of any Take-over Bid in respect of which a the waiver is, or is deemed to have been, been granted under this Subsection subsection 5.1(d); provided further that if the first waiver pursuant to this Subsection 5.1(d) is in respect of any bid which would have been a Permitted Bid but for the absence of one or more of the elements of a Permitted Bid set out in subclauses 1.1(bb) (i), (ii), (iii) or (iv) (the "Waived Conditions"), any such second or further waiver which is deemed to occur by reason of Subsection 5.1(d) shall only be deemed to occur if each such second or further Take-over Bid would also be a Permitted Bid but for the Waived Conditions.
(e) The Board of Directors may prior to the Close of Business on the tenth day following the Stock Acquisition Date determine, upon prior written notice delivered to the Rights Agent, to waive or to agree to waive the application of Section 3.1 to in respect of the occurrence of any Flip-in Event giving rise to if the Board of Directors has determined within eight Trading Days following a Stock Acquisition Date, provided Date that the a Person became an Acquiring Person has (i) reduced its Beneficial Ownership of Voting Shares by inadvertence and without any intention to become, or (ii) has entered into knowledge that it would become, an Acquiring Person under this Agreement and, in the event that such a contractual arrangement with the Corporation, acceptable to waiver is granted by the Board of Directors, such Stock Acquisition Date shall be deemed not to do so within 30 days of the date on which have occurred. Any such contractual arrangement is entered into (the expiry of which period is herein referred to as the "DISPOSITION DATE"), such that at the time the waiver becomes effective pursuant to this Subsection subsection 5.1(e) must be on the condition that such Person, within 10 days after the foregoing determination by the Board of Directors or such earlier or later date as the Board of Directors may determine (the “Disposition Date”), has reduced its Beneficial ownership of Voting Shares such that the Person is no longer an Acquiring Person. In the event of such a waiver becoming effective, for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred. Without limiting the generality of the foregoing, if If the Person remains an Acquiring Person at the close of business on the Disposition Date, the Disposition Date shall be deemed to be the date of occurrence of a further Stock Acquisition Date and Section
Section 3.1 shall apply thereto.
(f) If a Person makes a Permitted Bid or a Competing Permitted Bid pursuant to which more than 50 per cent of the then outstanding Voting Shares (other than those Voting Shares Beneficially Owned by the Persons making the Permitted Bid or the Competing Permitted Bid, at the date of the Permitted Bid or the Competing Permitted Bid) are taken up and paid for by such Person, then the Board of Directors shall, immediately upon the consummation of such acquisition, without further formality, be deemed to have elected to redeem the Rights at the Redemption Price on the expiry date of the Permitted Bid or Competing Permitted Bid, as the case may be.
(g) Where a Take-over Bid, or other events giving rise to Bid that is not a Separation Time, Permitted Bid Acquisition is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, or in any other circumstances prior to the occurrence of a Flip-in Event, the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price. Without restricting the rights of the Board of Directors to elect to redeem the Rights pursuant to section 5.1(a.
(h) rather than pursuant to section 5.1(f), upon Upon the Rights being redeemed pursuant to this section 5.1(fsubsection 5.1(g), all of the provisions of this Agreement shall continue to apply as if the Separation Time had not occurred and Rights Certificates representing the number of Rights held by each holder of record of Common Shares as of the Separation Time had not been mailed to each such holder and for all purposes of this Agreement the events giving rise to the Separation Time shall be deemed not to have occurred.
(g) The Corporation shall give prompt written notice to the Rights Agent of any waiver of the application of Section 3.1 made by the Board of Directors under this Section 5.1.
Appears in 1 contract
Samples: Shareholder Rights Protection Plan Agreement (Challenger Energy Corp)
Redemption and Waiver. (a) The Board of Directors may, may at its option, at any time prior to the occurrence earliest of (i) the Close of Business on the tenth day following a Flip-in EventStock Acquisition Date (or, elect if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), (ii) a determination by the Board of Directors that any Person is an Adverse Person, or (iii) the Close of Business on the Final Expiration Date, (A) redeem all but not less than all of the then outstanding Rights at a redemption price of $0.0001 .001 per Right Right, appropriately adjusted in a manner analogous to reflect any stock split, stock dividend or similar transaction occurring after the applicable adjustment provided for in Section 2.3 in the event that an event of the type analogous to any of the events described in Section 2.3 shall have occurred date hereof (such redemption price being herein hereinafter referred to as the "REDEMPTION PRICE"“Redemption Price”), or (B) waive application of Section 11(a)(ii) with respect to the respective event(s) described in (i), (ii) or (iii) above. The redemption of Notwithstanding anything contained in this Agreement to the contrary, the Rights by the Board of Directors may shall not be made effective at exercisable as provided in Section 11(a)(ii) until such time, on such basis and with such conditions time as the Board Company’s right of Directors in its sole discretion may establishredemption hereunder has expired.
(b) If an Offeror successfully completes a Permitted Bid by having taken up and paid for not less than 50 per cent Immediately upon the action of the Voting Shares held by Independent Shareholders pursuant to Permitted Bid Acquisitions, Board ordering the Board redemption of Directors shall, without further formality, be deemed to have elected to redeem the Rights (or at such later time as shall be specified in the Redemption Price on the Expiry Date of the Permitted Bid.
(c) If the Board of Directors elects to or is deemed to have elected to redeem the Rightsresolution taking such action), and without any further action and without any notice, the right to exercise the Rights will thereupon without further action and without notice terminate and the only right thereafter of the holder holders of a Right Rights shall be to receive the Redemption Price. Within 10 days Promptly after the action of the Board of Directors electing or being deemed to have elected to redeem ordering the redemption of the Rights, the Corporation Company shall give notice of such redemption to the holders of the then outstanding RightsRights and the Rights Agent by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the shares of Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.
. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (d) The Board of Directors may until based on the occurrence of a Flip-Current Per Share Market Price, as defined in Event determine, upon prior written notice delivered to the Rights Agent, to waive the application of Section 3.1 to any particular Flip-in Event (which for greater certainty shall not include the circumstances described in Subsection 5.1(e)); provided that if the Board of Directors waives the application of Section 3.1 to a particular Flip-in Event pursuant to this Subsection 5.1(d11(d), subject to as provided below of the Board of Directors shall be deemed to have waived the application of Section 3.1 to any other Flip-in Event occurring by reason of any Take-over Bid which is made by means of a take-over bid circular (i) prior to the granting of such waiver, (ii) thereafter and prior to the expiry of any Take-over Bid (as the same may be extended from time to time) outstanding Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the granting Board of such waiver or Directors.
(iiic) thereafter and prior In case the Company shall propose (a) to pay any dividend payable in stock of any class to the expiry holders of its Preferred Stock or Common Stock or to make any other distribution to the holders of its Preferred Stock or Common Stock (other than a regular quarterly cash dividend), (b) to offer to the holders of its Preferred Stock or Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or Common Stock or shares of stock of any Take-over Bid class or any other securities, (c) to effect any reclassification of its Preferred Stock or Common Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock or Common Stock), (d) to effect any consolidation, merger or share exchange into or with any other Person (other than a Subsidiary of the Company in respect of a transaction which a waiver iscomplies with Section 11(m)), (e) to effect any sale or is deemed other transfer or to have been, granted under this Subsection 5.1(d); provided further that if the first waiver pursuant to this Subsection 5.1(d) is in respect of any bid which would have been a Permitted Bid but for the absence of permit one or more of its Subsidiaries to effect any sale or other transfer, in one or more related transactions, of 50 percent or more of the elements assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(m)), or (f) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of a Permitted Bid set out Rights Certificate, to the extent feasible and in subclauses 1.1(bb) (i)accordance with Section 25, (ii)a notice of such proposed action, (iii) or (iv) (which shall specify the "Waived Conditions"), any such second or further waiver which is deemed to occur by reason of Subsection 5.1(d) shall only be deemed to occur if each such second or further Take-over Bid would also be a Permitted Bid but record date for the Waived Conditions.
(e) The Board purposes of Directors may prior to the Close such stock dividend or distribution of Business on the tenth day following the Stock Acquisition Date determinerights or warrants, upon prior written notice delivered to the Rights Agent, to waive or to agree to waive the application of Section 3.1 to the Flip-in Event giving rise to the Stock Acquisition Date, provided that the Acquiring Person has (i) reduced its Beneficial Ownership of Voting Shares or (ii) has entered into a contractual arrangement with the Corporation, acceptable to the Board of Directors, to do so within 30 days of the date on which such contractual arrangement reclassification, consolidation, merger, exchange, sale, transfer, liquidation, dissolution, or winding up is entered into (the expiry of which period is herein referred to as the "DISPOSITION DATE"), such that at the time the waiver becomes effective pursuant to this Subsection 5.1(e) such Person is no longer an Acquiring Person. In the event of such a waiver becoming effective, for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred. Without limiting the generality of the foregoing, if the Person remains an Acquiring Person at the close of business on the Disposition Date, the Disposition Date shall be deemed to be take place and the date of occurrence participation therein by the holders of the Preferred Stock or Common Stock if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (a) or (b) above at least 20 days prior to the record date for determining holders of the Preferred Stock or Common Stock for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Preferred Stock or Common Stock whichever shall be the earlier. In case a further Stock Acquisition Date and Section
3.1 shall apply thereto.
(f) Where a Take-over Bid, or other events giving rise to a Separation Time, is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, or in any other circumstances prior to the occurrence of a Flip-in Eventoccur, the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price. Without restricting the rights of the Board of Directors to elect to redeem the Rights pursuant to section 5.1(a) rather than pursuant to section 5.1(f), upon the Rights being redeemed pursuant to this section 5.1(f), all of the provisions of this Agreement Company shall continue to apply as if the Separation Time had not occurred and Rights Certificates representing the number of Rights held by each holder of record of Common Shares soon as of the Separation Time had not been mailed to each such holder and for all purposes of this Agreement the events giving rise to the Separation Time shall be deemed not to have occurred.
(g) The Corporation shall practicable thereafter give prompt written notice to the Rights Agent and to each holder of any waiver a Rights Certificate, in accordance with Section 25, a notice of the application occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 3.1 made by the Board of Directors under this Section 5.111(a)(ii).
Appears in 1 contract
Samples: Rights Agreement (Arkona Inc)
Redemption and Waiver. (a) The Board Subject to the prior consent of Directors maythe holders of Common Shares or Rights obtained in accordance with subsection 6.5(b) or 6.5(c), at its optionas applicable, at any time and prior to the occurrence of a Flip-in EventEvent as to which the application of section 4.1 has not been waived pursuant to this section 6.1, the Board of Directors may, acting in good faith, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.0001 per Right Right, appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that section 3.2, if an event of the type analogous to any of the events described in Section 2.3 section 3.2 shall have occurred (such redemption price being herein referred to as the "REDEMPTION PRICE"“Redemption Price”). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.
(b) If an Offeror successfully completes a Person acquires pursuant to a Permitted Bid, a Competing Permitted Bid or an Exempt Acquisition outstanding Common Shares other than Common Shares Beneficially Owned by having taken up and paid for not less than 50 per cent such Person at the date of the Voting Shares held by Independent Shareholders pursuant to Permitted Bid, the Competing Permitted Bid Acquisitionsor such Exempt Acquisition, the Board of Directors of the Company shall, immediately upon such acquisition and without further formality, formality be deemed to have elected to redeem the Rights at the Redemption Price on the Expiry Date of the Permitted BidPrice.
(c) Where a Take-over Bid that is not a Permitted Bid or a Competing Permitted Bid is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price.
(d) Within 10 Business Days after the Board of Directors electing or being deemed to have elected to redeem the Rights or, if subsection 6.1(a) is applicable, within 10 Business Days after the holders of Common Shares or the holders of Rights have approved a redemption of Rights in accordance with subsection 6.5(b) or 6.5(c), as applicable, the Company shall give notice of such redemption to the holders of the then outstanding Rights by mailing such notice to each such holder at his last address as it appears on the Rights Register or, prior to the Separation Time, on the register of Common Shares maintained by the Company’s transfer agent. Each such notice of redemption shall state the method by which the payment of the Redemption Price shall be made. The Company may not redeem, acquire or purchase for any value any Rights at any time in any manner other than that specifically set forth in this section 6.1 or in connection with the purchase of Common Shares prior to the Separation Time.
(e) If the Board of Directors elects to or is deemed to have elected to redeem the RightsRights and, in circumstances where subsection 6.1(a) is applicable, such redemption is approved by the holders of Common Shares or the holders of Rights in accordance with subsection 6.5(b) or 6.5(c), as applicable, (i) the right to exercise the Rights will thereupon without further action and without notice terminate and the only right thereafter of the holder of a Right shall be to receive the Redemption Price. Within 10 days of the Board of Directors electing or being deemed to have elected to redeem the Rights, the Corporation and (ii) no further Rights shall give notice of such redemption to the holders of the then outstanding Rights. Each such notice of redemption shall state the method by which the payment of the Redemption Price shall thereafter be madeissued.
(df) The Board of Directors may until the occurrence of a Flip-in Event determine, upon prior Upon written notice delivered to the Rights Agent, to the Board of Directors may, in respect of any Flip-in Event waive the application of Section 3.1 to any particular section 4.1 in respect of that Flip-in Event (which for greater certainty shall not include the circumstances described in Subsection 5.1(e)); Event, provided that if both of the following conditions are satisfied: (i) the Board of Directors waives had determined, within 10 Business Days following a Stock Acquisition Date, that the application of Section 3.1 Person became an Acquiring Person by inadvertence and without any intent to a particular Flip-in Event pursuant to this Subsection 5.1(d)become, subject to or knowledge that it would become, an Acquiring Person; and (ii) such Acquiring Person, within 14 days after such determination or such earlier or later period as provided below the Board of Directors shall be deemed to have waived the application of Section 3.1 to any other Flip-in Event occurring by reason of any Take-over Bid which is made by means of a take-over bid circular (i) prior to the granting of such waiver, (ii) thereafter and prior to the expiry of any Take-over Bid (as the same may be extended from time to time) outstanding at the time of the granting of such waiver or (iii) thereafter and prior to the expiry of any Take-over Bid in respect of which a waiver is, or is deemed to have been, granted under this Subsection 5.1(d); provided further that if the first waiver pursuant to this Subsection 5.1(d) is in respect of any bid which would have been a Permitted Bid but for the absence of one or more of the elements of a Permitted Bid set out in subclauses 1.1(bb) (i), (ii), (iii) or (iv) determine (the "Waived Conditions"), any such second or further waiver which is deemed to occur by reason of Subsection 5.1(d“Disposition Date”) shall only be deemed to occur if each such second or further Take-over Bid would also be a Permitted Bid but for the Waived Conditions.
(e) The Board of Directors may prior to the Close of Business on the tenth day following the Stock Acquisition Date determine, upon prior written notice delivered to the Rights Agent, to waive or to agree to waive the application of Section 3.1 to the Flip-in Event giving rise to the Stock Acquisition Date, provided that the Acquiring Person has (i) reduced its Beneficial Ownership of Voting Common Shares or (ii) has entered into a contractual arrangement with the Corporation, acceptable to the Board of Directors, to do so within 30 days of the date on which such contractual arrangement is entered into (the expiry of which period is herein referred to as the "DISPOSITION DATE"), such that at the time the of waiver becomes effective pursuant to this Subsection 5.1(esubsection 6.1(f) such Person it is no longer an Acquiring Person. In the event of such a waiver becoming effective, for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred. Without limiting the generality of the foregoing, ; if the Acquiring Person remains an Acquiring Person at the close of business on the Disposition Date, the Disposition Date shall be deemed to be the date of occurrence of a further Stock Acquisition Date and Section
3.1 section 4.1 shall apply thereto. In the event of any such waiver pursuant to this subsection 6.1(g), for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred and the Separation Time shall be deemed not to have occurred as a result of such Person having inadvertently become an Acquiring Person.
(fg) Where The Board of Directors may, until a Flip-in Event shall have occurred, upon written notice delivered to the Rights Agent, determine to waive the application of section 4.1 to a Flip-in Event but only if such Flip-in Event occurs by reason of a Take-over BidBid made by way of a take-over bid circular to all holders of record of the Common Shares of the Company which are subject to the Take-over Bid (which, for greater certainty, does not include the circumstances described in subsection 6.1(f)); provided however, that if the Board of Directors waives the application of section 4.1 to a particular Flip-in Event pursuant to this subsection 6.1(g), the Board of Directors shall be deemed to have waived the application of section 4.1 to any other Flip-in Event occurring by reason of any Take-over Bid which is made by means of a take-over bid circular to all holders of record of Common Shares prior to the expiry of any Take-over Bid in respect of which a waiver is, or other events giving rise is deemed to a Separation Timehave been, is withdrawn or otherwise terminated after granted under this subsection 6.1(g).
(h) The Board of Directors may, with the Separation Time has occurred and prior consent of the holders of Common Shares given in accordance with subsection 6.5(b), determine, at any time prior to the occurrence of a Flip-in EventEvent as to which the application of section 4.1 has not been waived pursuant to this section 6.1, or if such Flip-in any other circumstances prior Event would occur by reason of an acquisition of Common Shares otherwise than pursuant to the occurrence a Take- over Bid made by means of a Take-over Bid circular to all holders of record of Common Shares and otherwise than in the circumstances set forth in subsection 6.1(f), to waive the application of section 4.1 to such Flip-in Event. In the event that the Board of Directors proposes such a waiver, the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price. Without restricting the rights of the Board of Directors to elect to redeem the Rights pursuant to section 5.1(a) rather than pursuant to section 5.1(f), upon the Rights being redeemed pursuant to this section 5.1(f), all of the provisions of this Agreement shall continue to apply as if extend the Separation Time had to a date subsequent to and not occurred and Rights Certificates representing more than 10 Business Days following the number meeting of Rights held by each holder of record of Common Shares as of the Separation Time had not been mailed shareholders called to each approve such holder and for all purposes of this Agreement the events giving rise to the Separation Time shall be deemed not to have occurredwaiver.
(g) The Corporation shall give prompt written notice to the Rights Agent of any waiver of the application of Section 3.1 made by the Board of Directors under this Section 5.1.
Appears in 1 contract
Redemption and Waiver. (a) The Board of Directors may, at its option, at any time prior to the occurrence of a Flip-in Event, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.0001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that an event of the type analogous to any of the events described in Section 2.3 shall have occurred (such redemption price being herein referred to as the "REDEMPTION PRICE"). The redemption of the Rights by the Board of Directors Corporation may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.
(b) If an Offeror successfully completes a Permitted Bid by having taken up and paid for not less than 50 per cent of the Voting Shares held by Independent Shareholders pursuant to Permitted Bid Acquisitions, the Board of Directors shall, without further formality, be deemed to have elected to redeem the Rights at the Redemption Price on the Expiry Date of the Permitted Bid.
(c) If the Board of Directors elects to or is deemed to have elected to redeem the Rights, the right to exercise the Rights will thereupon without further action and without notice terminate and the only right thereafter of the holder of a Right shall be to receive the Redemption Price. Within 10 days of the Board of Directors electing or being deemed to have elected to redeem the Rights, the Corporation shall give notice of such redemption to the holders of the then outstanding Rights. Each such notice of redemption shall state the method by which the payment of the Redemption Price shall be made.
(d) The Board of Directors may until the occurrence of a Flip-in Event determine, upon prior written notice delivered to the Rights Agent, to waive the application of Section 3.1 to in respect of the occurrence of any particular Flip-in Event (which for greater certainty shall not include the circumstances described in Subsection 5.1(e)); provided that if the Board of Directors waives has determined within eight Trading Days following a Stock Acquisition Date that a Person became an Acquiring Person by inadvertence and without any intention to become, or knowledge that it would become, an Acquiring Person under this Agreement and, in the application of Section 3.1 to event that such a particular Flip-in Event pursuant to this Subsection 5.1(d), subject to as provided below waiver is granted by the Board of Directors Directors, such Stock Acquisition Date shall be deemed not to have waived the application of Section 3.1 to any other Flip-in Event occurring by reason of any Take-over Bid which is made by means of a take-over bid circular (i) prior to the granting of occurred. Any such waiver, (ii) thereafter and prior to the expiry of any Take-over Bid (as the same may be extended from time to time) outstanding at the time of the granting of such waiver or (iii) thereafter and prior to the expiry of any Take-over Bid in respect of which a waiver is, or is deemed to have been, granted under this Subsection 5.1(d); provided further that if the first waiver pursuant to this Subsection 5.1(d6.1(a) is in respect must be on the condition that such Person, within 14 days after the foregoing determination by the Board of any bid which would have been a Permitted Bid but for Directors or such earlier or later date as the absence of one or more of the elements of a Permitted Bid set out in subclauses 1.1(bb) (i), (ii), (iii) or (iv) (the "Waived Conditions"), any such second or further waiver which is deemed to occur by reason of Subsection 5.1(d) shall only be deemed to occur if each such second or further Take-over Bid would also be a Permitted Bid but for the Waived Conditions.
(e) The Board of Directors may prior to determine (the Close of Business on the tenth day following the Stock Acquisition Date determine"Disposition Date"), upon prior written notice delivered to the Rights Agent, to waive or to agree to waive the application of Section 3.1 to the Flip-in Event giving rise to the Stock Acquisition Date, provided that the Acquiring Person has (i) reduced its Beneficial Ownership of Voting Shares or (ii) has entered into a contractual arrangement with the Corporation, acceptable to the Board of Directors, to do so within 30 days of the date on which such contractual arrangement is entered into (the expiry of which period is herein referred to as the "DISPOSITION DATE"), such that at the time the waiver becomes effective pursuant to this Subsection 5.1(e) such Person is no longer an Acquiring Person. In the event of such a waiver becoming effective, for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred. Without limiting the generality of the foregoing, if If the Person remains an Acquiring Person at the close of business on the Disposition Date, the Disposition Date shall be deemed to be the date of occurrence of a further Stock Acquisition Date and Section
Section 3.1 shall apply thereto.
(fb) In the event that prior to the occurrence of a Flip-in Event a Person acquires, pursuant to a Permitted Bid or a Competing Permitted Bid, not less than 90% of the outstanding Common Shares other than Common Shares Beneficially Owned at the date of the Permitted Bid or the Competing Permitted Bid by such Person, then the Board of Directors of the Corporation shall, immediately upon the consummation of such acquisition without further formality be deemed to have elected to redeem the Rights and the Convertible Rights at a redemption price of $0.001 per Right or Convertible Right appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 if an event of the type analogous to any of the events described in Section 2.3 shall have occurred (such redemption price being herein referred to as the "Redemption Price").
(c) Where a Take-over Bid, or other events giving rise to Bid that is not a Separation Time, Permitted Bid Acquisition is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, or in any other circumstances prior to the occurrence of a Flip-in Event, the Board of Directors may elect to redeem all the outstanding Rights and Convertible Rights at the Redemption Price. Without restricting the rights of .
(d) If the Board of Directors is deemed to elect have elected, or elects under Subsection 6.1(c), to redeem the Rights pursuant and Convertible Rights, the right to section 5.1(a) rather than pursuant to section 5.1(f), upon exercise the Rights being redeemed pursuant to this section 5.1(f)and the Convertible Rights will thereupon, all without further action and without notice, terminate and the only right thereafter of the provisions of this Agreement shall continue to apply as if the Separation Time had not occurred and Rights Certificates representing the number holders of Rights held by each holder of record of Common Shares as of the Separation Time had not been mailed to each such holder and for all purposes of this Agreement the events giving rise to the Separation Time Convertible Rights shall be deemed not to have occurredreceive the Redemption Price.
(ge) The Corporation shall give prompt written notice to the Rights Agent of any waiver of the application of Section 3.1 made by Within 10 days after the Board of Directors is deemed under this Section 5.1.Subsection 6.1
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Chieftain International Inc)
Redemption and Waiver. (a) The Board of Directors may, at its option, at any time prior to the occurrence of a Flip-in Event, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.0001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that an event of the type analogous to any of the events described in Section 2.3 shall have occurred (such redemption price being herein referred to as the "REDEMPTION PRICE"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.
(b) If an Offeror successfully completes a Permitted Bid by having taken up and paid for not less than 50 per cent of the Voting Shares held by Independent Shareholders pursuant to Permitted Bid Acquisitions, the Board of Directors shall, without further formality, be deemed to have elected to redeem the Rights at the Redemption Price on the Expiry Date of the Permitted Bid.
(c) If the Board of Directors elects to or is deemed to have elected to redeem the Rights, the right to exercise the Rights will thereupon without further action and without notice terminate and the only right thereafter of the holder of a Right shall be to receive the Redemption Price. Within 10 days of the Board of Directors electing or being deemed to have elected to redeem the Rights, the Corporation shall give notice of such redemption to the holders of the then outstanding Rights. Each such notice of redemption shall state the method by which the payment of the Redemption Price shall be made.
(d) The Board of Directors may until the occurrence of a Flip-in Event determine, upon prior written notice delivered to the Rights Agent, to waive the application of Section 3.1 to any particular Flip-in Event (which for greater certainty shall not include the circumstances described in Subsection 5.1(e)); provided that if the Board of Directors waives the application of Section 3.1 to a particular Flip-in Event pursuant to this Subsection 5.1(d), subject to as provided below the Board of Directors shall be 40 deemed to have waived the application of Section 3.1 to any other Flip-in Event occurring by reason of any Take-over Bid which is made by means of a take-over bid circular (i) prior to the granting of such waiver, (ii) thereafter and prior to the expiry of any Take-over Bid (as the same may be extended from time to time) outstanding at the time of the granting of such waiver or (iii) thereafter and prior to the expiry of any Take-over Bid in respect of which a waiver is, or is deemed to have been, granted under this Subsection 5.1(d); provided further that if the first waiver pursuant to this Subsection 5.1(d) is in respect of any bid which would have been a Permitted Bid but for the absence of one or more of the elements of a Permitted Bid set out in subclauses 1.1(bb) (i), (ii), (iii) or (iv) (the "Waived Conditions"), any such second or further waiver which is deemed to occur by reason of Subsection 5.1(d) shall only be deemed to occur if each such second or further Take-over Bid would also be a Permitted Bid but for the Waived Conditions.
(e) The Board of Directors may prior to the Close of Business on the tenth day following the Stock Acquisition Date determine, upon prior written notice delivered to the Rights Agent, to waive or to agree to waive the application of Section 3.1 to the Flip-in Event giving rise to the Stock Acquisition Date, provided that the Acquiring Person has (i) reduced its Beneficial Ownership of Voting Shares or (ii) has entered into a contractual arrangement with the Corporation, acceptable to the Board of Directors, to do so within 30 days of the date on which such contractual arrangement is entered into (the expiry of which period is herein referred to as the "DISPOSITION DATE"), such that at the time the waiver becomes effective pursuant to this Subsection 5.1(e) such Person is no longer an Acquiring Person. In the event of such a waiver becoming effective, for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred. Without limiting the generality of the foregoing, if the Person remains an Acquiring Person at the close of business on the Disposition Date, the Disposition Date shall be deemed to be the date of occurrence of a further Stock Acquisition Date and Section
Section 3.1 shall apply thereto.
(f) Where a Take-over Bid, or other events giving rise to a Separation Time, is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, or in any other circumstances prior to the occurrence of a Flip-in Event, the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price. Without restricting the rights of the Board of Directors to elect to redeem the Rights pursuant to section 5.1(a) rather than pursuant to section 5.1(f), upon the Rights being redeemed pursuant to this section 5.1(f), all of the provisions of this Agreement shall continue to apply as if the Separation Time had not occurred and Rights Certificates representing the number of Rights held by each holder of record of Common Shares as of the Separation Time had not been mailed to each such holder and for all purposes of this Agreement the events giving rise to the Separation Time shall be deemed not to have occurred.
(g) The Corporation shall give prompt written notice to the Rights Agent of any waiver of the application of Section 3.1 made by the Board of Directors under this Section 5.1.
Appears in 1 contract
Samples: Shareholder Protection Rights Agreement (Salix Pharmaceuticals LTD)
Redemption and Waiver. (a) The Board of Directors may, at its option, at any time prior to the occurrence of a Flip-in Event, elect to that the Fund redeem all but not less than all of the then outstanding Rights at a redemption price of $0.0001 0.00000001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that an event of the type analogous to any of the events described in Section 2.3 shall have occurred (such redemption price being herein referred to as the "REDEMPTION PRICE"). The redemption of the Rights by the Board of Directors Fund may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.
(b) If an Offeror successfully completes a Permitted Bid or a Competing Permitted Bid by having taken up and paid for not less than 50 per cent of the Voting Shares Units held by Independent Shareholders Unitholders pursuant to Permitted Bid Acquisitions, the Board of Directors shall, without further formality, be deemed to have elected to redeem the Rights at the Redemption Price on the Expiry Date of the Permitted Bid.
(c) If the Board of Directors elects to or is deemed to have elected to that the Fund redeem the Rights, the right to exercise the Rights will thereupon without further action and without notice terminate and the only right thereafter of the holder of a Right shall be to receive the Redemption Price. Within 10 days of the Board of Directors electing or being deemed to have elected to that the Fund redeem the Rights, the Corporation Strategic Management shall give notice of such redemption to the holders of the then outstanding Rights. Each such notice of redemption shall state the method by which the payment of the Redemption Price shall be made.
(d) The Board of Directors may until the occurrence of a Flip-in Event determine, upon prior written notice delivered to the Rights Agent, to waive the application of Section 3.1 to any particular Flip-in Event (which for greater certainty shall not include the circumstances described in Subsection 5.1(e)); provided that if the Board of Directors waives the application of Section 3.1 to a particular Flip-in Event pursuant to this Subsection 5.1(d), subject to as provided below the Board of Directors shall be deemed to have waived the application of Section 3.1 to any other Flip-in Event occurring by reason of any Take-over Bid which is made by means of a take-over bid circular (i) prior to the granting of such waiver, (ii) thereafter and prior to the expiry of any Take-over Bid (as the same may be extended from time to time) outstanding at the time of the granting of such waiver or (iii) thereafter and prior to the expiry of any Take-over Bid in respect of which a waiver is, or is deemed to have been, granted under this Subsection 5.1(d); provided further that if the first waiver pursuant to this Subsection 5.1(d) is in respect of any bid which would have been a Permitted Bid but for the absence of one or more of the elements of a Permitted Bid set out in subclauses 1.1(bb1.1(w) (i), (ii), (iii) or (iv) (the "Waived ConditionsWAIVED CONDITIONS"), any such second or further waiver which is deemed to occur by reason of Subsection 5.1(d) shall only be deemed to occur if each such second or further Take-over Bid would also be a Permitted Bid but for the Waived Conditions.
(e) The Board of Directors may prior to the Close of Business on the tenth day following the Stock Acquisition Date determine, upon prior written notice delivered to the Rights Agent, to waive or to agree to waive the application of Section 3.1 to the Flip-in Event giving rise to the Stock Acquisition Date, provided that the Acquiring Person has (i) reduced its Beneficial Ownership of Voting Shares Units or (ii) has entered into a contractual arrangement with the CorporationFund, acceptable to the Board of Directors, to do so within 30 days of the date on which such contractual arrangement is entered into (the expiry of which period is herein referred to as the "DISPOSITION DATE"), such that at the time the waiver becomes effective pursuant to this Subsection 5.1(e) such Person is no longer an Acquiring Person. In the event of such a waiver becoming effective, for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred. Without limiting the generality of the foregoing, if the Person remains an Acquiring Person at the close of business on the Disposition Date, the Disposition Date shall be deemed to be the date of occurrence of a further Stock Acquisition Date and Section
3.1 shall apply thereto.
(f) Where a Take-over Bid, or other events giving rise to a Separation Time, is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, or in any other circumstances prior to the occurrence of a Flip-in Event, the Board of Directors may elect to that the Fund redeem all the outstanding Rights at the Redemption Price. Without restricting the rights of the Board of Directors to elect to that the Fund redeem the Rights pursuant to section 5.1(a) rather than pursuant to section 5.1(f), upon the Rights being redeemed pursuant to this section 5.1(f), all of the provisions of this Agreement shall continue to apply as if the Separation Time had not occurred and Rights Certificates representing the number of Rights held by each holder of record of Common Shares Units as of the Separation Time had not been mailed to each such holder and for all purposes of this Agreement the events giving rise to the Separation Time shall be deemed not to have occurred.
(g) The Corporation shall give prompt written notice to the Rights Agent of any waiver of the application of Section 3.1 made by the Board of Directors under this Section 5.1.
Appears in 1 contract
Samples: Unitholder Protection Rights Agreement (Strategic Energy Fund)
Redemption and Waiver. (a) The Board of Directors may, at its option, at any time prior to the occurrence of a Flip-in Event, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.0001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that an event of the type analogous to any of the events described in Section 2.3 shall have occurred (such redemption price being herein referred to as the "REDEMPTION PRICE"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.
(b) If an Offeror successfully completes a Permitted Bid by having taken up and paid for not less than 50 per cent of the Voting Shares held by Independent Shareholders pursuant to Permitted Bid Acquisitions, the Board of Directors shall, without further formality, be deemed to have elected to redeem the Rights at the Redemption Price on the Expiry Date of the Permitted Bid.
(c) If the Board of Directors elects to or is deemed to have elected to redeem the Rights, the right to exercise the Rights will thereupon without further action and without notice terminate and the only right thereafter of the holder of a Right shall be to receive the Redemption Price. Within 10 days of the Board of Directors electing or being deemed to have elected to redeem the Rights, the Corporation shall give notice of such redemption to the holders of the then outstanding Rights. Each such notice of redemption shall state the method by which the payment of the Redemption Price shall be made.
(d) The Board of Directors may until the occurrence of a Flip-in Event determine, upon prior written notice delivered to the Rights Agent, to waive the application of Section 3.1 to in respect of the occurrence of any particular Flip-in Event (which for greater certainty shall not include the circumstances described in Subsection 5.1(e)); provided that if the Board of Directors waives the application of Section 3.1 to has determined, following a particular Flip-in Event pursuant to this Subsection 5.1(d), subject to as provided below the Board of Directors shall be deemed to have waived the application of Section 3.1 to any other Flip-in Event occurring by reason of any Take-over Bid which is made by means of a take-over bid circular (i) prior to the granting of such waiver, (ii) thereafter Stock Acquisition Date and prior to the expiry of Separation Time, that a Person became an Acquiring Person by inadvertence and without any Take-over Bid (as intention to become, or knowledge that it would become, an Acquiring Person under this Agreement and, in the same may be extended from time to time) outstanding at the time of the granting of event that such waiver or (iii) thereafter and prior to the expiry of any Take-over Bid in respect of which a waiver is, or is deemed to have been, granted under this Subsection 5.1(d); provided further that if the first waiver pursuant to this Subsection 5.1(d) is in respect of any bid which would have been a Permitted Bid but for the absence of one or more of the elements of a Permitted Bid set out in subclauses 1.1(bb) (i), (ii), (iii) or (iv) (the "Waived Conditions"), any such second or further waiver which is deemed to occur by reason of Subsection 5.1(d) shall only be deemed to occur if each such second or further Take-over Bid would also be a Permitted Bid but for the Waived Conditions.
(e) The Board of Directors may prior to the Close of Business on the tenth day following the Stock Acquisition Date determine, upon prior written notice delivered to the Rights Agent, to waive or to agree to waive the application of Section 3.1 to the Flip-in Event giving rise to the Stock Acquisition Date, provided that the Acquiring Person has (i) reduced its Beneficial Ownership of Voting Shares or (ii) has entered into a contractual arrangement with the Corporation, acceptable to the Board of Directors, such Stock Acquisition Date shall be deemed not to do so have occurred. Any such waiver pursuant to this subsection 5.1(a) must be on the condition that such Person, within 30 10 days after the foregoing determination by the Board of Directors or such earlier or later date as the date on which such contractual arrangement is entered into Board of Directors may determine (the expiry of which period is herein referred to as the "DISPOSITION DATEDisposition Date"), has reduced its Beneficial ownership of Shares such that at the time the waiver becomes effective pursuant to this Subsection 5.1(e) such Person is no longer an Acquiring Person. In the event of such a waiver becoming effective, for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred. Without limiting the generality of the foregoing, if If the Person remains an Acquiring Person at the close of business on the Disposition Date, the Disposition Date shall be deemed to be the date of occurrence of a further Stock Acquisition Date and Section
Section 3.1 shall apply thereto.
(b) The Board of Directors acting in good faith may, prior to a Flip-in Event having occurred, upon prior written notice delivered to the Rights Agent, determine to waive the application of Section 3.1 to a Flip-in Event that may occur by reason of a Take-over Bid made by means of take-over bid circular to all holders of record of Shares (which for greater certainty shall not include the circumstances described in subsection 5.1(a)), provided that if the Board of Directors waives the application of Section 3.1 to a particular Flip-in Event pursuant to this subsection 5.1(b), the Board of Directors shall be deemed to have waived the application of Section 3.1 to any other Flip-in Event occurring by reason of any Take-Over Bid which is made by means of a Take-Over Bid circular to all holders of record of Shares prior to the expiry of any Take-Over Bid (as the same may be extended from time to time) in respect of which a waiver is, or is deemed to have been granted under this subsection 5.1(b).
(c) In the event that prior to the occurrence of a Flip-in Event a Person acquires, pursuant to a Permitted Bid, a Competing Permitted Bid or an Exempt Acquisition under subsection 5.1(b), outstanding Shares, then the Board of Directors shall, immediately upon the consummation of and acquisition without further formality be deemed to have elected to redeem the Rights at a redemption price of $0.001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 if an event of the type analogous to any of the events described in Section 2.3 shall have occurred (such redemption price being herein referred to as the "Redemption Price").
(d) The Board of Directors may, with the prior approval of the holders of Shares or Rights given in accordance with the terms of Section 5.4, at any time prior to the occurrence of a Flip-in Event elect to redeem all but not less than all of the then outstanding Rights at the Redemption Price appropriately adjusted in a manner analogous to the applicable adjustments provided for in Section 2.3, which adjustments shall only be made in the event that an event of the type analogous to any of the events described in Section 2.3 shall have occurred.
(e) The Board of Directors may, prior to the close of business on the tenth Trading Day following a Stock Acquisition Date or such later Business Day as they may from time to time determine, upon prior written notice delivered to the Rights Agent, waive the application of Section 3.1 to the related Flip-in Event, provided that the Acquiring Person has reduced its Beneficial ownership of Shares (or has entered into a contractual arrangement with the Corporation, acceptable to the Board of Directors, to do so within 10 calendar days of the date on which such contractual arrangement is entered into or such other date as the Board of Directors may have determined) such that at the time the waiver becomes effective pursuant to this subsection 5.1(e) such Person is no longer an Acquiring Person. In the event of such a waiver becoming effective prior to the Separation Time, for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred.
(f) Where a Take-over Bid, or other events giving rise to Bid that is not a Separation Time, Permitted Bid Acquisition is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, or in any other circumstances prior to the occurrence of a Flip-in Event, the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price. Without restricting the rights of the Board of Directors to elect to redeem the Rights pursuant to section 5.1(a) rather than pursuant to section 5.1(f), upon Upon the Rights being redeemed pursuant to this section subsection 5.1(f), all of the provisions of this Agreement shall continue to apply as if the Separation Time had not occurred and Rights Certificates representing the number of Rights held by each holder of record of Common Shares or Voting Shares, as the case may be, as of the Separation Time had not been mailed to each such holder and for all purposes of this Agreement the events giving rise to the Separation Time shall be deemed not to have occurredoccurred and the Corporation shall be deemed to have issued replacement Rights to the holders of its then outstanding Common Shares or Voting Shares, as the case may be.
(g) If the Board of Directors is deemed under subsection 5.1(c) to have elected or elects under subsections 5.1(d) or (f) to redeem the Rights, the right to exercise the Rights will thereupon, without further action and without notice, terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price.
(h) Within 10 Business Days after the Board of Directors is deemed under subsection 5.1(c) to have elected or elects under subsection 5.1(d) or (f) to redeem the Rights, the Corporation shall give notice of redemption to the holders of the then outstanding Rights by mailing such notice to each such holder at his last address as it appears upon the registry books of the Rights Agent or, prior to the Separation Time, on the registry books of the transfer agent for the Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made.
(i) The Corporation shall give prompt written notice to the Rights Agent of any waiver of the application of Section 3.1 made by the Board of Directors under pursuant to this Section subsection 5.1.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (MFC Bancorp LTD)
Redemption and Waiver. (a) The Board of Directors mayshall waive the application of Section 3.1 in respect of the occurrence of any Flip-in Event if the Board of Directors has determined, at its option, at any time following a Stock Acquisition Date and prior to the occurrence of Separation Time, that a Flip-in EventPerson became an Acquiring Person by inadvertence and without any intention to become, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.0001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 or knowledge that it would become, an Acquiring Person under this Agreement and, in the event that an event such a waiver is granted by the Board of Directors, such Stock Acquisition Date shall be deemed not to have occurred. Any such waiver pursuant to this Subsection 5.1(a) must be on the type analogous to any of condition that such Person, within 14 days after the events described in Section 2.3 shall have occurred (such redemption price being herein referred to as the "REDEMPTION PRICE"). The redemption of the Rights foregoing determination by the Board of Directors may be made effective at or such time, on such basis and with such conditions earlier or later date as the Board of Directors in may determine (the “Disposition Date”), has reduced its sole discretion may establishBeneficial ownership of Voting Shares such that the Person is no longer an Acquiring Person. If the Person remains an Acquiring Person at the close of business on the Disposition Date, the Disposition Date shall be deemed to be the date of occurrence of a further Stock Acquisition Date and Section 3.1 shall apply thereto.
(b) If an Offeror successfully completes a Permitted Bid by having taken up and paid for not less than 50 per cent of the Voting Shares held by Independent Shareholders pursuant to Permitted Bid Acquisitions, the Board of Directors shall, without further formality, be deemed to have elected to redeem the Rights at the Redemption Price on the Expiry Date of the Permitted Bid.
(c) If the Board of Directors elects to or is deemed to have elected to redeem the Rights, the right to exercise the Rights will thereupon without further action and without notice terminate and the only right thereafter of the holder of a Right shall be to receive the Redemption Price. Within 10 days of the Board of Directors electing or being deemed to have elected to redeem the Rights, the Corporation shall give notice of such redemption to the holders of the then outstanding Rights. Each such notice of redemption shall state the method by which the payment of the Redemption Price shall be made.
(d) The Board of Directors may until the occurrence of acting in good faith may, prior to a Flip-in Event determinehaving occurred, upon prior written notice delivered to the Rights Agent, determine to waive the application of Section 3.1 to any particular a Flip-in Event that may occur by reason of a Take-over Bid made by means of take-over bid circular to all holders of record of Voting Shares (which for greater certainty shall not include the circumstances described in Subsection 5.1(e5.1(a)); , provided that if the Board of Directors waives the application of Section 3.1 to a particular Flip-in Event pursuant to this Subsection 5.1(d5.1(b), subject to as provided below the Board of Directors shall be deemed to have waived the application of Section 3.1 to any other Flip-in Event occurring by reason of any Take-over Bid which is made by means of a takeTake-over bid Bid circular (i) prior to the granting all holders of such waiver, (ii) thereafter and Voting Shares prior to the expiry of any Take-over Bid (as the same may be extended from time to time) outstanding at the time of the granting of such waiver or (iii) thereafter and prior to the expiry of any Take-over Bid in respect of which a waiver is, or is deemed to have been, been granted under this Subsection 5.1(d5.1(b); provided further .
(c) In the event that if prior to the first waiver occurrence of a Flip-in Event a Person acquires, pursuant to this Subsection 5.1(d) is in respect of any bid which would have been a Permitted Bid, a Competing Permitted Bid but or an Exempt Acquisition under Subsection 5.1(b), outstanding Voting Shares, then the Board of Directors shall, immediately upon the consummation of such acquisition without further formality be deemed to have elected to redeem the Rights at a redemption price of $0.0001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for the absence of one or more in Section 2.3 if an event of the elements type analogous to any of the events described in Section 2.3 shall have occurred (such redemption price being herein referred to as the “Redemption Price”).
(d) The Board of Directors may, with the prior approval of the holders of Voting Shares or Rights given in accordance with the terms of Section 5.4, at any time prior to the occurrence of a Permitted Bid set out Flip-in subclauses 1.1(bb) (i)Event elect to redeem all but not less than all of the then outstanding Rights at the Redemption Price appropriately adjusted in a manner analogous to the applicable adjustments provided for in Section 2.3, (ii), (iii) or (iv) (the "Waived Conditions"), any such second or further waiver which is deemed to occur by reason of Subsection 5.1(d) adjustments shall only be deemed made in the event that an event of the type analogous to occur if each such second or further Take-over Bid would also be a Permitted Bid but for any of the Waived Conditionsevents described in Section 2.3 shall have occurred.
(e) The Board of Directors may may, prior to the Close close of Business business on the tenth day Trading Day following the a Stock Acquisition Date or such later Business Day as they may from time to time determine, upon prior written notice delivered to the Rights Agent, to waive or to agree to waive the application of Section 3.1 to the related Flip-in Event giving rise to the Stock Acquisition DateEvent, provided that the Acquiring Person has (i) reduced its Beneficial Ownership beneficial ownership of Voting Shares (or (ii) has entered into a contractual arrangement with the CorporationAngiotech, acceptable to the Board of Directors, to do so within 30 10 calendar days of the date on which such contractual arrangement is entered into (the expiry of which period is herein referred to or such other date as the "DISPOSITION DATE"), Board of Directors may have determined) such that at the time the waiver becomes effective pursuant to this Subsection 5.1(e) such Person is no longer an Acquiring Person. In the event of such a waiver becoming effectiveeffective prior to the Separation Time, for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred. Without limiting the generality of the foregoing, if the Person remains an Acquiring Person at the close of business on the Disposition Date, the Disposition Date shall be deemed to be the date of occurrence of a further Stock Acquisition Date and Section
3.1 shall apply thereto.
(f) Where a Take-over Bid, or other events giving rise to Bid that is not a Separation Time, Permitted Bid Acquisition is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, or in any other circumstances prior to the occurrence of a Flip-in Event, the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price. Without restricting the rights of the Board of Directors to elect to redeem the Rights pursuant to section 5.1(a) rather than pursuant to section 5.1(f), upon Upon the Rights being redeemed pursuant to this section Subsection 5.1(f), all of the provisions of this Agreement shall continue to apply as if the Separation Time had not occurred and Rights Certificates representing the number of Rights held by each holder of record of Common Shares as of the Separation Time had not been mailed to each such holder and for all purposes of this Agreement the events giving rise to the Separation Time shall be deemed not to have occurredoccurred and Angiotech shall be deemed to have issued replacement Rights to the holders of its then outstanding Shares.
(g) The Corporation If the Board of Directors is deemed under Subsection 5.1(c) to have elected or elects under Subsections 5.1(d) or (f) to redeem the Rights, the right to exercise the Rights will thereupon, without further action and without notice, terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price.
(h) Within 10 calendar days after the Board of Directors is deemed under Subsection 5.1(c) to have elected or elects under Subsection 5.1(d) or (f) to redeem the Rights, Angiotech shall give notice of redemption to the holders of the then outstanding Rights by mailing such notice to each such holder at his last address as it appears upon the applicable registry books of the Rights Agent or, prior to the Separation Time, on the registry books of the transfer agent for the Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made.
(i) Angiotech shall give prompt written notice to the Rights Agent of any waiver of the application of Section 3.1 made by the Board of Directors under pursuant to this Section Subsection 5.1.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Angiotech Pharmaceuticals Inc)
Redemption and Waiver. (a) The Board Subject to the prior consent of Directors maythe holders of Common Shares or Rights obtained in accordance with subsection 6.5(b) or 6.5(c), at its optionas applicable, at any time and prior to the occurrence of a Flip-in EventEvent as to which the application of section 4.1 has not been waived pursuant to this section 6.1, the Board of Directors may, acting in good faith, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.0001 per Right Right, appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that section 3.2, if an event of the type analogous to any of the events described in Section 2.3 section 3.2 shall have occurred (such redemption price being herein referred to as the "REDEMPTION PRICE"“Redemption Price”). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.
(b) If an Offeror successfully completes a Person acquires pursuant to a Permitted Bid, a Competing Permitted Bid or an Exempt Acquisition outstanding Common Shares other than Common Shares Beneficially Owned by having taken up and paid for not less than 50 per cent such Person at the date of the Voting Shares held by Independent Shareholders pursuant to Permitted Bid, the Competing Permitted Bid Acquisitionsor such Exempt Acquisition, the Board of Directors of the Corporation shall, immediately upon such acquisition and without further formality, formality be deemed to have elected to redeem the Rights at the Redemption Price on the Expiry Date of the Permitted BidPrice.
(c) Where a Take-over Bid that is not a Permitted Bid or a Competing Permitted Bid is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price.
(d) Within 10 Business Days after the Board of Directors electing or being deemed to have elected to redeem the Rights or, if subsection 6.1(a) is applicable, within 10 Business Days after the holders of Common Shares or the holders of Rights have approved a redemption of Rights in accordance with subsection 6.5(b) or 6.5(c), as applicable, the Corporation shall give notice of such redemption to the holders of the then outstanding Rights by mailing such notice to each such holder at his last address as it appears on the Rights Register or, prior to the Separation Time, on the register of Common Shares maintained by the Corporation’s transfer agent. Each such notice of redemption shall state the method by which the payment of the Redemption Price shall be made. The Corporation may not redeem, acquire or purchase for any value any Rights at any time in any manner other than that specifically set forth in this section 6.1 or in connection with the purchase of Common Shares prior to the Separation Time.
(e) If the Board of Directors elects to or is deemed to have elected to redeem the RightsRights and, in circumstances where subsection 6.1(a) is applicable, such redemption is approved by the holders of Common Shares or the holders of Rights in accordance with subsection 6.5(b) or 6.5(c), as applicable, (i) the right to exercise the Rights will thereupon without further action and without notice terminate and the only right thereafter of the holder of a Right shall be to receive the Redemption Price. Within 10 days of the Board of Directors electing or being deemed to have elected to redeem the Rights, the Corporation and (ii) no further Rights shall give notice of such redemption to the holders of the then outstanding Rights. Each such notice of redemption shall state the method by which the payment of the Redemption Price shall thereafter be madeissued.
(df) The Board of Directors may until the occurrence of a Flip-in Event determine, upon prior Upon written notice delivered to the Rights Agent, to the Board of Directors may, in respect of any Flip-in Event waive the application of Section 3.1 to any particular section 4.1 in respect of that Flip-in Event (which for greater certainty shall not include the circumstances described in Subsection 5.1(e)); Event, provided that if both of the following conditions are satisfied: (i) the Board of Directors waives had determined, within 10 Business Days following a Stock Acquisition Date, that the application of Section 3.1 Person became an Acquiring Person by inadvertence and without any intent to a particular Flip-in Event pursuant to this Subsection 5.1(d)become, subject to or knowledge that it would become, an Acquiring Person; and (ii) such Acquiring Person, within 14 days after such determination or such earlier or later period as provided below the Board of Directors shall be deemed to have waived the application of Section 3.1 to any other Flip-in Event occurring by reason of any Take-over Bid which is made by means of a take-over bid circular (i) prior to the granting of such waiver, (ii) thereafter and prior to the expiry of any Take-over Bid (as the same may be extended from time to time) outstanding at the time of the granting of such waiver or (iii) thereafter and prior to the expiry of any Take-over Bid in respect of which a waiver is, or is deemed to have been, granted under this Subsection 5.1(d); provided further that if the first waiver pursuant to this Subsection 5.1(d) is in respect of any bid which would have been a Permitted Bid but for the absence of one or more of the elements of a Permitted Bid set out in subclauses 1.1(bb) (i), (ii), (iii) or (iv) determine (the "Waived Conditions"), any such second or further waiver which is deemed to occur by reason of Subsection 5.1(d“Disposition Date”) shall only be deemed to occur if each such second or further Take-over Bid would also be a Permitted Bid but for the Waived Conditions.
(e) The Board of Directors may prior to the Close of Business on the tenth day following the Stock Acquisition Date determine, upon prior written notice delivered to the Rights Agent, to waive or to agree to waive the application of Section 3.1 to the Flip-in Event giving rise to the Stock Acquisition Date, provided that the Acquiring Person has (i) reduced its Beneficial Ownership of Voting Common Shares or (ii) has entered into a contractual arrangement with the Corporation, acceptable to the Board of Directors, to do so within 30 days of the date on which such contractual arrangement is entered into (the expiry of which period is herein referred to as the "DISPOSITION DATE"), such that at the time the of waiver becomes effective pursuant to this Subsection 5.1(esubsection 6.1(f) such Person it is no longer an Acquiring Person. In the event of such a waiver becoming effective, for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred. Without limiting the generality of the foregoing, ; if the Acquiring Person remains an Acquiring Person at the close of business on the Disposition Date, the Disposition Date shall be deemed to be the date of occurrence of a further Stock Acquisition Date and Section
3.1 section 4.1 shall apply thereto. In the event of any such waiver pursuant to this subsection 6.1(g), for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred and the Separation Time shall be deemed not to have occurred as a result of such Person having inadvertently become an Acquiring Person.
(fg) Where The Board of Directors may, until a Flip-in Event shall have occurred, upon written notice delivered to the Rights Agent, determine to waive the application of section 4.1 to a Flip-in Event but only if such Flip-in Event occurs by reason of a Take-over BidBid made by way of a take-over bid circular to all holders of record of the Common Shares of the Corporation which are subject to the Take-over Bid (which, for greater certainty, does not include the circumstances described in subsection 6.1(f)); provided however, that if the Board of Directors waives the application of section 4.1 to a particular Flip-in Event pursuant to this subsection 6.1(g), the Board of Directors shall be deemed to have waived the application of section 4.1 to any other Flip-in Event occurring by reason of any Take-over Bid which is made by means of a take-over bid circular to all holders of record of Common Shares prior to the expiry of any Take-over Bid in respect of which a waiver is, or other events giving rise is deemed to a Separation Timehave been, is withdrawn or otherwise terminated after granted under this subsection 6.1(g).
(h) The Board of Directors may, with the Separation Time has occurred and prior consent of the holders of Common Shares given in accordance with subsection 6.5(b), determine, at any time prior to the occurrence of a Flip-in EventEvent as to which the application of section 4.1 has not been waived pursuant to this section 6.1, or if such Flip-in any other circumstances prior Event would occur by reason of an acquisition of Common Shares otherwise than pursuant to the occurrence a Take-over Bid made by means of a Take-over Bid circular to all holders of record of Common Shares and otherwise than in the circumstances set forth in subsection 6.1(f), to waive the application of section 4.1 to such Flip-in Event. In the event that the Board of Directors proposes such a waiver, the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price. Without restricting the rights of the Board of Directors to elect to redeem the Rights pursuant to section 5.1(a) rather than pursuant to section 5.1(f), upon the Rights being redeemed pursuant to this section 5.1(f), all of the provisions of this Agreement shall continue to apply as if extend the Separation Time had to a date subsequent to and not occurred and Rights Certificates representing more than 10 Business Days following the number meeting of Rights held by each holder of record of Common Shares as of the Separation Time had not been mailed shareholders called to each approve such holder and for all purposes of this Agreement the events giving rise to the Separation Time shall be deemed not to have occurredwaiver.
(g) The Corporation shall give prompt written notice to the Rights Agent of any waiver of the application of Section 3.1 made by the Board of Directors under this Section 5.1.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Theratechnologies Inc.)
Redemption and Waiver. (a) The Board of Directors acting in good faith may, at its option, at any time prior to the occurrence of a Flip-in Event, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.0001 0.00001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that if an event of the type analogous to any of the events described in Section 2.3 shall have occurred (such redemption price being herein referred to as the "REDEMPTION PRICE"“Redemption Price”). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.
(b) If an Offeror successfully completes a Permitted Bid by having taken up and paid for not less than 50 per cent of the Voting Shares held by Independent Shareholders pursuant to Permitted Bid Acquisitions, the Board of Directors shall, without further formality, be deemed to have elected to redeem the Rights at the Redemption Price on the Expiry Date of the Permitted Bid.
(c) If the Board of Directors elects to or is deemed to have elected to redeem the Rights, the right to exercise the Rights will thereupon thereupon, without further action and without notice notice, terminate and the only right thereafter of the holder holders of a Right Rights shall be to receive the Redemption Price. .
(c) Within 10 days of after the Board of Directors electing or being having been deemed to have elected to redeem the Rights, the Corporation shall give notice of such redemption to the holders of the then outstanding RightsRights in accordance with Section 5.9. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. The Corporation may not redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 5.1 or other than in connection with the purchase of Common Shares prior to the Separation Time.
(d) The Board of Directors may may, until the occurrence of a Flip-in Event determineshall occur, upon prior written notice delivered to the Rights Agent, determine to waive the application of Section 3.1 to any such particular Flip-in Event (which for greater certainty shall not include the circumstances described in Subsection 5.1(e))Event; provided that if the Board of Directors waives the application of Section 3.1 to a particular Flip-in Event pursuant that may occur by reason of a Take-over Bid made to this Subsection 5.1(d)all holders of record of Voting Shares, subject to as provided below the Board of Directors shall be deemed to have waived the application of Section 3.1 to any other future Flip-in Event occurring by reason in respect of any other Take-over Bid which is made by means to all holders of a take-over bid circular (i) prior to the granting record of such waiver, (ii) thereafter and Voting Shares prior to the expiry of any Take-over Bid (as the same may be extended from time to time) outstanding at the time of the granting of such waiver or (iii) thereafter and prior to the expiry of any Take-over Bid in respect of which a the waiver is, or is deemed to have been, been granted under this Subsection subsection 5.1(d); provided further that if the first waiver pursuant to this Subsection 5.1(d) is in respect of any bid which would have been a Permitted Bid but for the absence of one or more of the elements of a Permitted Bid set out in subclauses 1.1(bb) (i), (ii), (iii) or (iv) (the "Waived Conditions"), any such second or further waiver which is deemed to occur by reason of Subsection 5.1(d) shall only be deemed to occur if each such second or further Take-over Bid would also be a Permitted Bid but for the Waived Conditions.
(e) The Board of Directors may prior to the Close of Business on the tenth day following the Stock Acquisition Date determine, upon prior written notice delivered to the Rights Agent, to waive or to agree to waive the application of Section 3.1 to in respect of the occurrence of any Flip-in Event giving rise to if the Board of Directors has determined within eight Trading Days following a Stock Acquisition Date, provided Date that the a Person became an Acquiring Person has (i) reduced its Beneficial Ownership of Voting Shares by inadvertence and without any intention to become, or (ii) has entered into knowledge that it would become, an Acquiring Person under this Agreement and, in the event that such a contractual arrangement with the Corporation, acceptable to waiver is granted by the Board of Directors, such Stock Acquisition Date shall be deemed not to do so have occurred. Any such waiver pursuant to subsection 5.1(e) must be on the condition that such Person, within 30 10 days after the foregoing determination by the Board of Directors or such earlier or later date as the date on which such contractual arrangement is entered into Board of Directors may determine (the expiry of which period is herein referred to as the "DISPOSITION DATE"“Disposition Date”), has reduced its Beneficial ownership of Voting Shares such that at the time the waiver becomes effective pursuant to this Subsection 5.1(e) such Person is no longer an Acquiring Person. In the event of such a waiver becoming effective, for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred. Without limiting the generality of the foregoing, if If the Person remains an Acquiring Person at the close of business on the Disposition Date, the Disposition Date shall be deemed to be the date of occurrence of a further Stock Acquisition Date and Section
3.1 shall apply thereto.
(f) If a Person makes a Permitted Bid or a Competing Permitted Bid pursuant to which more than 50 per cent of the then outstanding Voting Shares (other than those Voting Shares Beneficially Owned by the Persons making the Permitted Bid or the Competing Permitted Bid, at the date of the Permitted Bid or the Competing Permitted Bid) are taken up and paid for by such Person, then the Board of Directors shall, immediately upon the consummation of such acquisition, without further formality, be deemed to have elected to redeem the Rights at the Redemption Price on the expiry date of the Permitted Bid or Competing Permitted Bid, as the case may be.
(g) Where a Take-over Bid, or other events giving rise to Bid that is not a Separation Time, Permitted Bid Acquisition is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, or in any other circumstances prior to the occurrence of a Flip-in Event, the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price. Without restricting the rights of the Board of Directors to elect to redeem the Rights pursuant to section 5.1(a.
(h) rather than pursuant to section 5.1(f), upon Upon the Rights being redeemed pursuant to this section 5.1(fsubsection 5.1(g), all of the provisions of this Agreement shall continue to apply as if the Separation Time had not occurred and Rights Certificates representing the number of Rights held by each holder of record of Common Shares as of the Separation Time had not been mailed to each such holder and for all purposes of this Agreement the events giving rise to the Separation Time shall be deemed not to have occurred.
(g) The Corporation shall give prompt written notice to the Rights Agent of any waiver of the application of Section 3.1 made by the Board of Directors under this Section 5.1.
Appears in 1 contract
Samples: Shareholder Protection Rights Plan Agreement (Bakbone Software Inc)
Redemption and Waiver. (a) The Board of Directors may, at its option, at any time prior to the occurrence of a Flip-in Event, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.0001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that an event of the type analogous to any of the events described in Section 2.3 shall have occurred (such redemption price being herein referred to as the "REDEMPTION PRICE"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.
(b) If an Offeror successfully completes a Permitted Bid by having taken up and paid for not less than 50 per cent of the Voting Shares held by Independent Shareholders pursuant to Permitted Bid Acquisitions, the Board of Directors shall, without further formality, be deemed to have elected to redeem the Rights at the Redemption Price on the Expiry Date of the Permitted Bid.
(c) If the Board of Directors elects to or is deemed to have elected to redeem the Rights, the right to exercise the Rights will thereupon without further action and without notice terminate and the only right thereafter of the holder of a Right shall be to receive the Redemption Price. Within 10 days of the Board of Directors electing or being deemed to have elected to redeem the Rights, the Corporation shall give notice of such redemption to the holders of the then outstanding Rights. Each such notice of redemption shall state the method by which the payment of the Redemption Price shall be made.
(d) The Board of Directors may until the occurrence of a Flip-in Event determine, upon prior written notice delivered to the Rights Agent, to waive the application of Section 3.1 to in respect of the occurrence of any particular Flip-in Event (which for greater certainty shall not include the circumstances described in Subsection 5.1(e)); provided that if the Board of Directors waives the application of Section 3.1 to has determined, following a particular Flip-in Event pursuant to this Subsection 5.1(d), subject to as provided below the Board of Directors shall be deemed to have waived the application of Section 3.1 to any other Flip-in Event occurring by reason of any Take-over Bid which is made by means of a take-over bid circular (i) prior to the granting of such waiver, (ii) thereafter Stock Acquisition Date and prior to the expiry of Separation Time, that a Person became an Acquiring Person by inadvertence and without any Take-over Bid (as intention to become, or knowledge that it would become, an Acquiring Person under this Agreement and, in the same may be extended from time to time) outstanding at the time of the granting of event that such waiver or (iii) thereafter and prior to the expiry of any Take-over Bid in respect of which a waiver is, or is deemed to have been, granted under this Subsection 5.1(d); provided further that if the first waiver pursuant to this Subsection 5.1(d) is in respect of any bid which would have been a Permitted Bid but for the absence of one or more of the elements of a Permitted Bid set out in subclauses 1.1(bb) (i), (ii), (iii) or (iv) (the "Waived Conditions"), any such second or further waiver which is deemed to occur by reason of Subsection 5.1(d) shall only be deemed to occur if each such second or further Take-over Bid would also be a Permitted Bid but for the Waived Conditions.
(e) The Board of Directors may prior to the Close of Business on the tenth day following the Stock Acquisition Date determine, upon prior written notice delivered to the Rights Agent, to waive or to agree to waive the application of Section 3.1 to the Flip-in Event giving rise to the Stock Acquisition Date, provided that the Acquiring Person has (i) reduced its Beneficial Ownership of Voting Shares or (ii) has entered into a contractual arrangement with the Corporation, acceptable to the Board of Directors, such Stock Acquisition Date shall be deemed not to do so within 30 days of the date on which have occurred. Any such contractual arrangement is entered into (the expiry of which period is herein referred to as the "DISPOSITION DATE"), such that at the time the waiver becomes effective pursuant to this Subsection 5.1(eSection 5.1(a) must be on the condition that such Person, within 14 days after the foregoing determination by the Board of Directors or such earlier or later date as the Board of Directors may determine (the “Disposition Date”), has reduced its Beneficial ownership of Voting Shares such that the Person is no longer an Acquiring Person. In the event of such a waiver becoming effective, for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred. Without limiting the generality of the foregoing, if If the Person remains an Acquiring Person at the close of business on the Disposition Date, the Disposition Date shall be deemed to be the date of occurrence of a further Stock Acquisition Date and Section
Section 3.1 shall apply thereto.
(b) The Board of Directors acting in good faith may, prior to a Flip-in Event having occurred, upon prior written notice delivered to the Rights Agent, determine to waive the application of Section 3.1 to a Flip-in Event that may occur by reason of a Take-over Bid made by means of a take-over bid circular to all holders of record of Voting Shares (which for greater certainty shall not include the circumstances described in Section 5.1(a)), provided that if the Board of Directors waives the application of Section 3.1 to a particular Flip-in Event pursuant to this Section 5.1(b), the Board of Directors shall be deemed to have waived the application of Section 3.1 to any other Flip-in Event occurring by reason of any Take-Over Bid which is made by means of a Take-Over Bid circular to all holders of Voting Shares prior to the expiry of any Take-Over Bid (as the same may be extended from time to time) in respect of which a waiver is, or is deemed to have been granted under this Section 5.1(b).
(c) In the event that prior to the occurrence of a Flip-in Event a Person acquires, pursuant to a Permitted Bid, a Competing Permitted Bid or an Exempt Acquisition under Section 5.1(b), outstanding Voting Shares, then the Board of Directors shall, immediately upon the consummation of such acquisition without further formality be deemed to have elected to redeem the Rights at a redemption price of $0.00001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 if an event of the type analogous to any of the events described in Section 2.3 shall have occurred (such redemption price being herein referred to as the “Redemption Price”).
(d) The Board of Directors may, with the prior approval of the holders of Voting Shares or Rights given in accordance with the terms of Section 5.4, at any time prior to the occurrence of a Flip-in Event elect to redeem all but not less than all of the then outstanding Rights at the Redemption Price appropriately adjusted in a manner analogous to the applicable adjustments provided for in Section 2.3, which adjustments shall only be made in the event that an event of the type analogous to any of the events described in Section 2.3 shall have occurred.
(e) The Board of Directors may, with the prior approval of the holders of Common Shares given in accordance with Section 5.4 at any time prior to the occurrence of a Flip-in Event as to which the application of Section 3.1 hereof has not been waived pursuant to this Section 5.1(a), if such Flip-in Event would occur by reason of an acquisition of Common Shares or Convertible Securities otherwise than pursuant to a Take-over Bid made by means of a Take-over Bid circular to all registered holders of Common Shares and otherwise than in the circumstances set forth in Section 5.1(a), waive the application of Section 3.1 to such Flip-in Event. In such event, the Board of Directors shall extend the Separation Time to a date at least ten (10) Business Days subsequent to the meeting of shareholders called to approve such waiver.
(f) The Board of Directors may, prior to the close of business on the tenth Trading Day following a Stock Acquisition Date or such later Business Day as they may from time to time determine, upon prior written notice delivered to the Rights Agent, waive the application of Section 3.1 to the related Flip-in Event, provided that the Acquiring Person has reduced its Beneficial ownership of Voting Shares (or has entered into a contractual arrangement with the Corporation, acceptable to the Board of Directors, to do so within 10 calendar days of the date on which such contractual arrangement is entered into or such other date as the Board of Directors may have determined) such that at the time the waiver becomes effective pursuant to this Section 5.1(f) such Person is no longer an Acquiring Person. In the event of such a waiver becoming effective prior to the Separation Time, for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred.
(g) Where a Take-over Bid, Bid that is not a Permitted Bid or other events giving rise to a Separation Time, Competing Permitted Bid is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, or in any other circumstances prior to the occurrence of a Flip-in Event, the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price. Without restricting Notwithstanding the rights of the Board of Directors to elect to redeem the Rights pursuant to section 5.1(a) rather than pursuant to section 5.1(f)foregoing, upon the Rights being redeemed pursuant to this section 5.1(fSection 5.1(g), all of the provisions of this Agreement shall continue to apply as if the Separation Time had not occurred and Rights Certificates representing the number of Rights held by each holder of record of Common Shares as of the Separation Time had not been mailed to each such holder and for all purposes of this Agreement the events giving rise to the Separation Time shall be deemed not to have occurredoccurred and the Rights shall remain attached to outstanding Common Shares subject to and in accordance with this agreement.
(h) If the Board of Directors is deemed under Section 5.1(c) to have elected or elects under Sections 5.1(d) or (g) The to redeem the Rights, the right to exercise the Rights will thereupon, without further action and without notice, terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price.
(i) Within 10 calendar days after the Board of Directors is deemed under Section 5.1(c) to have elected or elects under Section 5.1(d) or (g) to redeem the Rights, the Corporation shall give notice of redemption to the holders of the then outstanding Rights by mailing such notice to each such holder at his last address as it appears upon the registry books of the Rights Agent or, prior to the Separation Time, on the registry books of the transfer agent for the Voting Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made.
(j) the Corporation shall give prompt written notice to the Rights Agent of any waiver of the application of Section 3.1 made by the Board of Directors under pursuant to this Section 5.1.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Kinross Gold Corp)
