Redemption Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco shall have the following rights in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.2(b) that Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Redemption Call Right, and notwithstanding the proposed redemption of the Exchangeable Shares by Canco pursuant to Section 7 of the Exchangeable Share Provisions, RTO Acquiror and Callco shall each have the overriding right (the “Redemption Call Right”) to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror or Callco, as the case may be, to each such holder an amount per Exchangeable Share (the “Redemption Call Purchase Price”) equal to the Current Market Price of an RTO Acquiror on the last Business Day prior to the Redemption Date plus the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as applicable, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount in accordance with Section 5.2(c). In the event of the exercise of the Redemption Call Right by RTO Acquiror or Callco, as the case may be, each such holder of Exchangeable Shares shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror or Callco, as the case may be, on the Redemption Date upon payment by RTO Acquiror or Callco, as the case may be, to such holder of the Redemption Call Purchase Price for each such share, and Canco shall have no obligation to redeem, or to pay any Dividend Amount in respect of, such shares so purchased. (b) Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Redemption Call Right. To exercise the Redemption Call Right, RTO Acquiror or Callco must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Canco of its intention to exercise such right (i) in the case of a redemption occurring as a result of a RTO Acquiror Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event (each as defined in the Exchangeable Share Provisions), on or before the Redemption Date, and (ii) in any other case, at least 30 days before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror and/or Callco has exercised the Redemption Call Right forthwith after the expiry of the period during which RTO Acquiror or Callco may exercise the Redemption Call Right. If RTO Acquiror and/or Callco exercises the Redemption Call Right, RTO Acquiror and/or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) will sell, on the Redemption Date, all of the Exchangeable Shares held by such holders on such date for a price per share equal to the Redemption Call Purchase Price which shall be satisfied in full by RTO Acquiror or Callco delivering or causing to be delivered to each such holder one RTO Acquiror Share plus any Dividend Amount. (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Redemption Call Right, RTO Acquiror and/or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Redemption Date, an aggregate number of RTO Acquiror Shares and a cheque or cheques payable at par at any branch of the bankers of RTO Acquiror or Callco, as applicable, representing the aggregate Dividend Amount, if any, in payment of the aggregate Redemption Call Purchase Price less any amounts withheld pursuant to Section 4.5. Provided that RTO Acquiror or Callco, as applicable, has complied with the immediately preceding sentence, the holders of the Exchangeable Shares (other than RTO Acquiror and its affiliates) shall cease to be holders of the Exchangeable Shares on and after the Redemption Date and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including, without limitation, any rights under the Voting and Exchange Trust Agreement) other than the right to receive their proportionate part of the aggregate Redemption Call Purchase Price, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Shares which such holder is entitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA and articles of Canco and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or Callco, as the case may be, shall transfer to such holder, the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6. If Callco does not exercise the Redemption Call Right in the manner described above, on the Redemption Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the redemption price otherwise payable by Canco in connection with the redemption of the Exchangeable Shares pursuant to Article 7 of the Exchangeable Share Provisions.
Appears in 3 contracts
Samples: Arrangement Agreement (Torchlight Energy Resources Inc), Arrangement Agreement (Torchlight Energy Resources Inc), Arrangement Agreement (Torchlight Energy Resources Inc)
Redemption Call Right. In addition to the rights contained in the Exchangeable Share Provisions(a) ParentCo or, RTO Acquiror and Callco at ParentCo’s option, ParentCo Sub shall have the following rights in respect of overriding right ( the Exchangeable Shares:
(a) Subject to the proviso in Section 5.2(b) that Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the “Redemption Call Right”), and notwithstanding the proposed redemption of the Exchangeable Shares by Canco the Corporation pursuant to Section Article 7 of the Exchangeable Share Provisions, RTO Acquiror and Callco shall each have the overriding right (the “Redemption Call Right”) to purchase from all all, but not less than all all, of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) on the Automatic Redemption Date all but not less than all of the Exchangeable Shares held by each such holder upon holder, other than any Subsidiary of ParentCo, on payment by RTO Acquiror or Callco, as whichever of ParentCo and ParentCo Sub exercises such right (the case may be, “RCR Exercising Party”) to each such the holder an amount per of the Exchangeable Share Price applicable on the last Business Day prior to the Automatic Redemption Date (the “Redemption Call Purchase Price”) equal to ), which as provided in this section 3.2, shall be fully paid and satisfied by the Current Market Price delivery by or on behalf of an RTO Acquiror on the last Business Day prior to RCR Exercising Party of the Exchangeable Share Consideration representing the Redemption Date plus the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as applicable, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount in accordance with Section 5.2(c)Call Purchase Price. In the event of the exercise of the Redemption Call Right by RTO Acquiror or Callcothe RCR Exercising Party, as the case may be, it is intended that each such holder of Exchangeable Shares shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror or Callco, as the case may be, RCR Exercising Party on the Automatic Redemption Date upon on payment by RTO Acquiror or Callco, as on behalf of the case may be, ParentCo to such the holder of the Exchangeable Share Consideration representing the Redemption Call Purchase Price for each such shareshare as provided in section 7.4 of the Exchangeable Share provisions. The Corporation agrees, and Canco shall have no obligation for the benefit of the RCR Exercising Party, to redeem, or enforce against the holders of Exchangeable Shares the provisions of section 7.4 of the Exchangeable Share Provisions to pay any Dividend Amount in respect of, such shares so purchasedeffect.
(b) Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Redemption Call Right. To exercise the Redemption Call Right, RTO Acquiror or Callco an RCR Exercising Party must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Canco Corporation of its intention to exercise such right (i) in the case of a redemption occurring as a result of a RTO Acquiror Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event (each as defined in the Exchangeable Share Provisions), on or before the Redemption Date, and (ii) in any other case, at least 30 60 days before the Automatic Redemption Date. The Transfer Agent Corporation will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror and/or Callco has exercised the Redemption Call Right has been exercised forthwith after the expiry of the period during latest date on which RTO Acquiror or Callco the same may exercise the Redemption Call Rightbe exercised. If RTO Acquiror and/or Callco an RCR Exercising Party exercises the its Redemption Call Right, RTO Acquiror and/or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) will sell, on the Automatic Redemption Date, the RCR Exercising Party will purchase all of the Exchangeable Shares held by such holders on such date then outstanding for a price per share equal to the Exchangeable Share Consideration representing the total Redemption Call Purchase Price which shall be satisfied in full by RTO Acquiror or Callco delivering or causing to be delivered to each such holder one RTO Acquiror Share plus any Dividend AmountPrice.
(c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Redemption Call Right, RTO Acquiror and/or Callco, as the case may be, RCR Exercising Party shall deposit or cause to be deposited with the Transfer AgentCorporation, on or before the Automatic Redemption Date, an aggregate number the Exchangeable Share Consideration for all the then outstanding Exchangeable Shares representing the total Redemption Call Purchase Price. Provided that such Exchangeable Share Consideration has been so deposited with the Corporation, on and after the Automatic Redemption Date, the rights of RTO Acquiror each holder of Exchangeable Shares and a cheque or cheques payable at par at any branch will be limited to receiving such holder’s proportionate share of the bankers of RTO Acquiror or Callco, as applicable, Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment of the aggregate total Redemption Call Purchase Price less any amounts withheld pursuant to Section 4.5. Provided that RTO Acquiror or Callco, as applicable, has complied with payable by the immediately preceding sentence, the holders of the Exchangeable Shares (other than RTO Acquiror and its affiliates) shall cease to be holders of the Exchangeable Shares on and after the Redemption Date and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including, without limitation, any rights under the Voting and Exchange Trust Agreement) other than the right to receive their proportionate part of the aggregate Redemption Call Purchase Price, without interest, RCR Exercising Party upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Automatic Redemption Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Shares which Exchangeable Share Consideration delivered by such holder is entitled to receiveholder. Upon surrender to the Transfer Agent Corporation of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA Act and articles the by-laws of Canco the Corporation and such additional documents, documents and instruments and payments as the Transfer Agent Corporation may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or Callco, as the case may be, Corporation shall transfer deliver to such holder, the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder of the RTO Acquiror Shares Exchangeable Share Consideration to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6entitled. If Callco does ParentCo or ParentCo Sub do not exercise the Redemption Call Right in the manner described above, on the Automatic Redemption Date Date, the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the redemption price Exchangeable Share Consideration representing the Redemption Price otherwise payable by Canco the Corporation in connection with the redemption of the Exchangeable Shares pursuant to Article 7 of the Exchangeable Share Provisions. Notwithstanding the foregoing, until such Exchangeable Share Consideration is delivered to the holder, the holder shall be deemed to still be a holder of Exchangeable Shares for purposes of all voting rights with respect thereto under the Voting and Exchange Trust Agreement.
Appears in 2 contracts
Samples: Support Agreement (Dialog Group Inc), Support Agreement (Dialog Group Inc)
Redemption Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco shall have the following rights in respect of the Exchangeable Shares:
(a) Subject to the proviso in Section 5.2(b) that Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Redemption Call Right, and notwithstanding the proposed redemption of the Exchangeable Shares by Canco pursuant to Section 7 of the Exchangeable Share Provisions, RTO Acquiror and Callco shall each have the overriding right (the “Redemption Call Right”) to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror or Callco, as the case may be, to each such holder an amount per Exchangeable Share (the “Redemption Call Purchase Price”) equal to the Current Market Price of an RTO Acquiror on the last Business Day prior to the Redemption Date plus the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as applicable, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount in accordance with Section 5.2(c). In the event of the exercise of the Redemption Call Right by RTO Acquiror or Callco, as the case may be, each such holder of Exchangeable Shares shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror or Callco, as the case may be, on the Redemption Date upon payment by RTO Acquiror or Callco, as the case may be, to such holder of the Redemption Call Purchase Price for each such share, and Canco shall have no obligation to redeem, or to pay any Dividend Amount in respect of, such shares so purchased.
(b) Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Redemption Call Right. To exercise the Redemption Call Right, RTO Acquiror or Callco must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Canco of its intention to exercise such right (i) in the case of a redemption occurring as a result of a RTO Acquiror Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event (each as defined in the Exchangeable Share Provisions), on or before the Redemption Date, and (ii) in any other case, at least 30 days before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror and/or Callco has exercised the Redemption Call Right forthwith after the expiry of the period during which RTO Acquiror or Callco may exercise the Redemption Call Right. If RTO Acquiror and/or Callco exercises the Redemption Call Right, RTO Acquiror and/or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) will sell, on the Redemption Date, all of the Exchangeable Shares held by such holders on such date for a price per share equal to the Redemption Call Purchase Price which shall be satisfied in full by RTO Acquiror or Callco delivering or causing to be delivered to each such holder one RTO Acquiror Share plus any Dividend Amount.
(c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Redemption Call Right, RTO Acquiror and/or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Redemption Date, an aggregate number of RTO Acquiror Shares and a cheque or cheques payable at par at any branch of the bankers of RTO Acquiror or Callco, as applicable, representing the aggregate Dividend Amount, if any, in payment of the aggregate Redemption Call Purchase Price less any amounts withheld pursuant to Section 4.54.6. Provided that RTO Acquiror or Callco, as applicable, has complied with the immediately preceding sentence, the holders of the Exchangeable Shares (other than RTO Acquiror and its affiliates) shall cease to be holders of the Exchangeable Shares on and after the Redemption Date and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including, without limitation, any rights under the Voting and Exchange Trust Agreement) other than the right to receive their proportionate part of the aggregate Redemption Call Purchase Price, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Shares which such holder is entitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA and articles of Canco and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or Callco, as the case may be, shall transfer to such holder, the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6. If Callco does not exercise the Redemption Call Right in the manner described above, on the Redemption Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the redemption price otherwise payable by Canco in connection with the redemption of the Exchangeable Shares pursuant to Article 7 of the Exchangeable Share Provisions.
Appears in 2 contracts
Samples: Arrangement Agreement, Arrangement Agreement
Redemption Call Right. In addition to the Without limiting US Gold's and Callco's other rights contained in the Exchangeable Share Provisions, RTO Acquiror including the Retraction Call Right, US Gold and Callco shall have the following rights in respect of the Exchangeable Shares:
(a) Subject to Section 7.2(b) of the proviso in Section 5.2(b) that Exchangeable Share Provisions, US Gold and Callco shall only be entitled to exercise each have the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised overriding right (the "Redemption Call Right"), in the event of and notwithstanding the proposed redemption of the Exchangeable Shares by Canco Exchangeco pursuant to Section Article 7 of the Exchangeable Share Provisions, RTO Acquiror and Callco shall each have the overriding right (the “Redemption Call Right”) to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of US Gold and its affiliatesSubsidiaries) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror US Gold or Callco, as the case may be, to each such holder an amount per of the Exchangeable Share Price (payable in the “Redemption Call Purchase Price”form of Exchangeable Share Consideration) equal to the Current Market Price of an RTO Acquiror applicable on the last Business Day prior to the Redemption Date plus (the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as applicable, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount "Redemption Call Purchase Price") in accordance with Section 5.2(cSubsection 8.3(c). In the event of the exercise of the Redemption Call Right by RTO Acquiror US Gold or Callco, as the case may be, each such holder of Exchangeable Shares (other than US Gold and its Subsidiaries) shall be obligated to sell all of the Exchangeable Shares held by the such holder to RTO Acquiror US Gold or Callco, as the case may be, on the Redemption Date upon payment by RTO Acquiror US Gold or Callco, as the case may be, to such holder of the Redemption Call Purchase Price (payable in the form of Exchangeable Share Consideration) for each such shareExchangeable Share, and Canco whereupon Exchangeco shall have no obligation to redeem, or to pay any Dividend Amount the Redemption Price in respect of, such shares so purchasedpurchased by US Gold or Callco, as the case may be.
(b) Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Redemption Call Right. To exercise the Redemption Call Right, RTO Acquiror US Gold or Callco Callco, as the case may be, must notify the Transfer Agent, as agent for the holders Agent of the Exchangeable Shares, and Canco of its US Gold's or Callco's intention to exercise such right (i) at least 30 days before the Redemption Date, except in the case of a redemption occurring as a result of a RTO Acquiror an US Gold Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event (each Event, in which case US Gold or Callco, as defined in the Exchangeable Share Provisions)case may be, shall so notify the Transfer Agent and Exchangeco as soon as reasonably practicable on or before the Redemption Date, and (ii) in any other case, at least 30 days before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether US Gold or not RTO Acquiror and/or Callco has exercised the Redemption Call Right forthwith after the expiry receiving notice of the period during which RTO Acquiror exercise by US Gold or Callco may exercise the Redemption Call RightCallco. If RTO Acquiror and/or US Gold or Callco exercises the Redemption Call Right, RTO Acquiror and/or then, on the Redemption Date, US Gold or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) will sell, on the Redemption Date, sell all of the Exchangeable Shares held by such holders on such date then outstanding for a price per share equal to the Redemption Call Purchase Price which shall be satisfied (payable in full by RTO Acquiror or Callco delivering or causing to be delivered to each such holder one RTO Acquiror the form of Exchangeable Share plus any Dividend AmountConsideration).
(c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Redemption Call Right, RTO Acquiror and/or US Gold or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Redemption Date, an the aggregate number of RTO Acquiror Shares and a cheque or cheques payable at par at any branch of the bankers of RTO Acquiror or Callco, as applicable, Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment of the aggregate total Redemption Call Purchase Price Price, less any amounts amount required to be withheld or deducted therefrom, pursuant to Section 4.57.1. Provided that RTO Acquiror or Callco, as applicable, such Exchangeable Share Consideration has complied been so deposited with the immediately preceding sentenceTransfer Agent, on and after the Redemption Date the holders of the Exchangeable Shares (other than RTO Acquiror US Gold and its affiliatesSubsidiaries) shall cease to be holders of the Exchangeable Shares on and after the Redemption Date and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including, without limitation, including any rights under the Voting and Exchange Trust Agreement) ), other than the right to receive their proportionate part of the aggregate total Redemption Call Purchase PricePrice payable by US Gold or Callco, as the case may be, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder of the RTO Acquiror US Gold Shares to which such holder is entitled to receiveentitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA and articles ABCA, the by-laws of Canco Exchangeco and such additional documents, documents and instruments and payments as the Transfer Agent and Exchangeco may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror US Gold or Callco, as the case may be, shall transfer deliver to such holder, the RTO Acquiror Shares Exchangeable Share Consideration to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6entitled. If US Gold or Callco does not exercise the Redemption Call Right in the manner described above, on the Redemption Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the redemption price Redemption Price otherwise payable by Canco Exchangeco in connection with the redemption of the Exchangeable Shares pursuant to Article 7 of the Exchangeable Share Provisions.
Appears in 2 contracts
Samples: Arrangement Agreement (U S Gold Corp), Arrangement Agreement (Minera Andes Inc /Wa)
Redemption Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco CallCo shall have the following rights and obligations in respect of the Exchangeable Shares:
(a) Subject to the proviso in Section 5.2(b) that Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Redemption Call Right, and notwithstanding Notwithstanding the proposed redemption of the Exchangeable Shares by Canco the Company pursuant to Section 7 of the these Exchangeable Share Provisions, RTO Acquiror and Callco CallCo shall each have the overriding right (the “Redemption Call Right”) to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Parent or any of its affiliates) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror or Callco, as the case may be, CallCo to each such holder an amount per of the Exchangeable Share Price (payable in the “Redemption Call Purchase Price”form of the Exchangeable Share Consideration) equal to the Current Market Price of an RTO Acquiror applicable on the last Business Day prior to the Redemption Date plus (the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as applicable, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount “Redemption Call Purchase Price”) in accordance with Section 5.2(c26.19(c). In the event of the exercise of the Redemption Call Right by RTO Acquiror or Callco, as the case may beCallCo, each such holder of Exchangeable Shares (other than Parent and its affiliates) shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror or Callco, as the case may be, CallCo on the Redemption Date upon payment by RTO Acquiror or Callco, as the case may be, CallCo to such holder of the Redemption Call Purchase Price (payable in the form of Exchangeable Share Consideration) for each such share, and Canco the Company shall have no obligation to redeem, or to pay any Dividend Amount the redemption price otherwise payable by the Company in respect of, such shares of the Exchangeable Shares so purchased.
(b) Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Redemption Call Right. To exercise the Redemption Call Right, RTO Acquiror or Callco CallCo must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Canco the Company of its intention to exercise such right (i) in the case of a redemption occurring as in connection with a result of a RTO Acquiror Parent Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event (each as defined in the Exchangeable Share Provisions), on or before the Redemption Date, and (ii) in any other case, at least 30 days fifteen (15) Business Days before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror and/or Callco CallCo has exercised the Redemption Call Right forthwith after the expiry of the period during which RTO Acquiror or Callco CallCo may exercise the Redemption Call Right. If RTO Acquiror and/or Callco CallCo exercises the Redemption Call Right, RTO Acquiror and/or Callco, as the case may be, CallCo will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Parent or any of its affiliates) will sell, on the Redemption Date, all of the Exchangeable Shares held by such holders on such date for a price per share equal to the Redemption Call Purchase Price which shall be satisfied (payable in full by RTO Acquiror or Callco delivering or causing to be delivered to each such holder one RTO Acquiror the form of Exchangeable Share plus any Dividend AmountConsideration).
(c) For Subject to Section 26.19(d), for the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Redemption Call Right, RTO Acquiror and/or Callco, as the case may be, CallCo shall deposit or cause to be deposited with the Transfer Agent, on or before the Redemption Date, an aggregate number of RTO Acquiror Shares and a cheque or cheques payable at par at any branch of the bankers of RTO Acquiror or Callco, as applicable, Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment of the aggregate Redemption Call Purchase Price less any amounts withheld pursuant to Section 4.5for all holders of the Exchangeable Shares (other than Parent and its affiliates). Provided that RTO Acquiror or Callco, as applicable, such Exchangeable Share Consideration has complied been so deposited with the immediately preceding sentenceTransfer Agent, the holders of the Exchangeable Shares (other than RTO Acquiror Parent and its affiliates) shall cease to be holders of the Exchangeable Shares on and after the Redemption Date and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including, without limitation, any rights under the Voting and Exchange Trust Agreement) other than the right to receive their proportionate part of the aggregate Redemption Call Purchase Price, without interest, upon presentation and surrender by the holder of certificates Exchangeable Share Documents representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Shares Delaware Common Stock which such holder is entitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates Exchangeable Share Documents representing the Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA BCBCA and articles of Canco these Articles, as applicable, and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive receive, in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or Callco, as the case may be, shall transfer to such holder, the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent CallCo shall deliver to such holder of the RTO Acquiror Shares to which the Exchangeable Share Consideration such holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by to receive.
(d) If CallCo does not notify the Transfer Agent, all dividends Agent and other distributions the Company in accordance with respect Section 26.19(b) of its intention to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6. If Callco does not exercise the Redemption Call Right in the manner and timing described above, on the Redemption Date the holders each holder of the Exchangeable Shares will will, at the holder’s discretion, be entitled to receive demand (by way of notice given to the Company) that CallCo exercise the Redemption Call Right in exchange therefor the redemption price otherwise payable by Canco in connection with the redemption respect of the Exchangeable Shares pursuant to Article 7 shares covered by the notice, in which case, CallCo shall be deemed of have exercised the Exchangeable Share ProvisionsRedemption Call Right and will be bound thereby.
Appears in 2 contracts
Samples: Voting and Exchange Trust Agreement (Zymeworks Delaware Inc.), Transaction Agreement (Zymeworks Inc.)
Redemption Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco shall have the following rights in respect of the Exchangeable Shares:
(a) Subject to the proviso in Section 5.2(b) that Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Redemption Call Right, Endeavour SubCo and notwithstanding the proposed redemption of the Exchangeable Shares by Canco pursuant to Section 7 of the Exchangeable Share Provisions, RTO Acquiror and Callco Endeavour Gold shall each have the overriding right (the “Redemption Call Right”) ), notwithstanding the proposed redemption of the Exchangeable Shares by Avion pursuant to Article 7 of the Exchangeable Share Provisions, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Endeavour or any an Affiliate of its affiliatesEndeavour) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder upon on payment by RTO Acquiror Endeavour SubCo or CallcoEndeavour Gold, as the case may beapplicable, to each such holder of an amount per Exchangeable Share (the “Redemption Call Purchase Price”) equal to the sum of (i) the Current Market Price of an RTO Acquiror Endeavour Share on the last Business Day prior to the Redemption Date plus the Dividend AmountDate, which shall be satisfied in full by RTO Acquiror Endeavour SubCo or CallcoEndeavour Gold, as applicable, delivering or causing to be delivered for each such Exchangeable Share to such holder one RTO Acquiror Share plus any Endeavour Share, and (ii) the Dividend Amount in accordance with Section 5.2(c)for such an Exchangeable Share, determined as of the Redemption Date. In the event of the exercise of the Redemption Call Right by RTO Acquiror Endeavour SubCo or Callco, as the case may beEndeavour Gold, each such holder of Exchangeable Shares shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror Endeavour SubCo or CallcoEndeavour Gold, as the case may beapplicable, on the Redemption Date upon Date, on payment by RTO Acquiror Endeavour SubCo or CallcoEndeavour Gold, as the case may beapplicable, to such the holder of the Redemption Call Purchase Price for each such share, and Canco Avion shall have no obligation to redeem, or to pay any Dividend Amount in respect of, of such shares so purchasedpurchased by Endeavour SubCo or Endeavour Gold.
(b) Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Redemption Call Right. To exercise the Redemption Call Right, RTO Acquiror Endeavour SubCo or Callco Endeavour Gold, as applicable, must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, Agent and Canco Avion of its intention to exercise such right (i) in the case of a redemption redeption occurring as a result of a RTO Acquiror Control Transactionan Exchangeable Share Voting Event, an Exempt Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event (each as defined in the Exchangeable Share Provisions), Endeavour Control Transaction on or before the Redemption Date, and (ii) in any other case, at least 30 60 days before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror and/or Callco Endeavour SubCo or Endeavour Gold has exercised the Redemption Call Right forthwith after the expiry of the period during which RTO Acquiror the same may be exercised by Endeavour SubCo or Callco may exercise the Redemption Call RightEndeavour Gold. If RTO Acquiror and/or Callco Endeavour SubCo or Endeavour Gold exercises the Redemption Call Right, RTO Acquiror and/or Callcoon the Redemption Date Endeavour SubCo or Endeavour Gold, as the case may beapplicable, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) will sell, on the Redemption Date, sell all of the Exchangeable Shares held by such holders on such date then outstanding for a price per share equal to the Redemption Call Purchase Price which shall be satisfied in full by RTO Acquiror or Callco delivering or causing to be delivered to each such holder one RTO Acquiror Share plus any Dividend AmountPrice.
(c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Redemption Call Right, RTO Acquiror and/or CallcoEndeavour SubCo or Endeavour Gold, as the case may beapplicable, shall deposit or cause to be deposited with the Transfer Agent, on or before the Redemption Date, an certificates or Direct Registration Advices representing the aggregate number of RTO Acquiror Endeavour Shares deliverable by Endeavour SubCo or Endeavour Gold, as applicable, and a cheque or cheques of Endeavour SubCo or Endeavour Gold, as applicable, payable at par in Canadian dollars at any branch of the its bankers of RTO Acquiror or Callco, as applicable, representing the aggregate Dividend Amount, if any, in payment of the aggregate total Redemption Call Purchase Price Price, less any amounts withheld pursuant on account of tax required to Section 4.5be deducted and withheld therefrom. Provided that RTO Acquiror Endeavour SubCo or CallcoEndeavour Gold, as applicable, has complied with the immediately preceding sentence, on and after the holders Redemption Date, each holder of the Exchangeable Shares (other than RTO Acquiror Endeavour and its affiliatesAffiliates) shall cease to be holders a holder of the Exchangeable Shares on Shares, and after the Redemption Date and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including, without limitation, any rights under the Voting and Exchange Trust Agreement) other than the right each holder of Exchangeable Shares will be limited to receive their receiving such holder’s proportionate part of the aggregate total Redemption Call Purchase PricePrice payable by Endeavour SubCo or Endeavour Gold, without interestas applicable, upon presentation and surrender by the holder of certificates a certificate or Direct Registration Advice representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Endeavour Shares to which such holder it is entitled to receiveentitled. Upon surrender to the Transfer Agent of a certificate or certificates Direct Registration Advice representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA OBCA, the articles and articles by- laws of Canco Avion and such additional documents, documents and instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates Direct Registration Advice shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror Endeavour SubCo or CallcoEndeavour Gold, as the case may beapplicable, shall transfer deliver to such holder, a certificate or Direct Registration Advice representing the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder of the RTO Acquiror Endeavour Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, Endeavour SubCo payable at par in Canadian dollars at any branch of the bankers of RTO Acquiror Endeavour SubCo or CallcoEndeavour Gold, respectivelyas applicable, representing in payment of the Dividend Amountremaining portion, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holdertotal Redemption Call Purchase Price, less any amounts withheld pursuant on account of tax required to Section 4.6be deducted and withheld therefrom. If Callco does not exercise For greater certainty, if neither Endeavour SubCo nor Endeavour Gold exercises the Redemption Call Right in the manner described above, on the Redemption Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the redemption price Redemption Price otherwise payable by Canco in connection with the redemption of the Exchangeable Shares Avion pursuant to Article 7 of the Exchangeable Share Provisions.
Appears in 1 contract
Samples: Amending Agreement
Redemption Call Right. In addition to the rights contained in the Exchangeable Share ProvisionsProvisions (including the Retraction Call Right), RTO Acquiror the Parent and Callco shall have the following rights in respect of the Exchangeable Shares:
(a) Subject to the proviso in Section 5.2(b6.2(b) that Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror the Parent has not exercised the Redemption Call Right, and notwithstanding the proposed redemption of the Exchangeable Shares by Canco the Purchaser pursuant to Section 7 of the Exchangeable Share Provisions, RTO Acquiror the Parent and Callco shall each have the overriding right (the “Redemption Call Right”) to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror the Parent or any an affiliate of its affiliatesthe Parent) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder upon on payment by RTO Acquiror the Parent or Callco, as the case may be, to each such holder an amount per of the Exchangeable Share Price (payable in the “Redemption Call Purchase Price”form of the Exchangeable Share Consideration) equal to the Current Market Price of an RTO Acquiror applicable on the last Business Day prior to the Redemption Date plus (the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as applicable, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount “Redemption Call Purchase Price”) in accordance with Section 5.2(c6.2(c). In the event of the exercise of the Redemption Call Right by RTO Acquiror the Parent or Callco, as the case may be, each such holder of Exchangeable Shares shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror the Parent or Callco, as the case may be, on the Redemption Date upon on payment by RTO Acquiror the Parent or Callco, as the case may be, to such holder of the Redemption Call Purchase Price (payable in the form of Exchangeable Share Consideration) for each such share, and Canco the Purchaser shall have no obligation to redeem, or to pay any Dividend Amount the Redemption Price (as defined in the Exchangeable Share Provisions) in respect of, such shares so purchased.
(b) Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror the Parent has not exercised the Redemption Call Right. To exercise the Redemption Call Right, RTO Acquiror the Parent or Callco must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Canco the Purchaser of its intention to exercise such right (i) in the case of a redemption occurring as a result of a RTO Acquiror Molycorp Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event (each as defined in the Exchangeable Share Provisions)Event, on or before the Redemption Date, Date and (ii) in any other case, at least 30 days before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror the Parent and/or Callco has exercised the Redemption Call Right forthwith after the expiry of the period during which RTO Acquiror the Parent or Callco may exercise the Redemption Call Right. If RTO Acquiror the Parent and/or Callco exercises the Redemption Call Right, RTO Acquiror the Parent and/or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror the Parent or any an affiliate of its affiliatesthe Parent) will sell, on the Redemption Date, all of the Exchangeable Shares held by such holders on such date for a price per share equal to the Redemption Call Purchase Price which shall be satisfied (payable in full by RTO Acquiror or Callco delivering or causing to be delivered to each such holder one RTO Acquiror the form of Exchangeable Share plus any Dividend AmountConsideration).
(c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Redemption Call Right, RTO Acquiror the Parent and/or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Redemption Date, an aggregate number of RTO Acquiror Shares and a cheque or cheques payable at par at any branch of the bankers of RTO Acquiror or Callco, as applicable, Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment of the aggregate total Redemption Call Purchase Price less any amounts withheld pursuant to Section 4.55.6. Provided that RTO Acquiror or Callco, as applicable, such Exchangeable Share Consideration has complied been so deposited with the immediately preceding sentenceTransfer Agent, the holders of the Exchangeable Shares (other than RTO Acquiror and its affiliates) shall cease to be holders of the Exchangeable Shares on and after the Redemption Date and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including, without limitation, including any rights under the Voting and Exchange Trust Agreement) other than the right to receive their proportionate part of the aggregate total Redemption Call Purchase Price, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Molycorp Shares which such holder is entitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA BCBCA and the articles and by-laws of Canco the Purchaser, and such additional documents, instruments and payments as the Transfer Agent and the Purchaser may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive receive, in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or the Parent and/or Callco, as the case may be, shall transfer deliver to such holder, holder the RTO Acquiror Shares to which Exchangeable Share Consideration such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6receive. If neither the Parent nor Callco does not exercise exercises the Redemption Call Right in the manner described above, on the Redemption Date the holders each holder of the Exchangeable Shares will be entitled to receive in exchange therefor receive, on the Redemption Date, the redemption price otherwise payable by Canco the Purchaser in respect of the Exchangeable Shares held by such holder in connection with the redemption of the Exchangeable Shares pursuant to Article Section 7 of the Exchangeable Share Provisions.
Appears in 1 contract
Redemption Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror (a) OSI and Callco OSI ULC shall have the following rights in respect of overriding right (the Exchangeable Shares:
(a) Subject to the proviso in Section 5.2(b) that Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the "Redemption Call Right"), and notwithstanding the any proposed redemption of the Exchangeable Shares by Canco the Corporation pursuant to Section Article 7 of the Exchangeable Share Provisions, RTO Acquiror and Callco shall each have the overriding right (the “Redemption Call Right”) to purchase directly from all but not less than all of the holders of the Exchangeable Shares (other than OSI or any holder Subsidiary thereof) of Exchangeable Shares which is RTO Acquiror or any of its affiliates) on the Automatic Redemption Date all but not less than all of the Exchangeable Shares held by each such holder upon on payment by RTO Acquiror OSI or Callco, as OSI ULC to the case may be, to each such holder an amount per of the Exchangeable Share (the “Redemption Call Purchase Price”) equal to the Current Market Price of an RTO Acquiror applicable on the last Business Day prior to the Automatic Redemption Date plus (the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as applicable, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount "Redemption Call Purchase Price") in accordance with Section 5.2(csubsection 1.4(c). In the event of the exercise of the Redemption Call Right by RTO Acquiror OSI or Callco, as the case may beOSI ULC, each such holder of Exchangeable Shares shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror OSI or Callco, as the case may be, OSI ULC on the Automatic Redemption Date upon on payment by RTO Acquiror OSI or Callco, as OSI ULC to the case may be, to such holder of the Redemption Call Purchase Price for each such share, and Canco shall have no obligation to redeem, or to pay any Dividend Amount in respect of, such shares so purchased.
(b) Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Redemption Call Right. To exercise the Redemption Call Right, RTO Acquiror OSI or Callco OSI ULC must notify the Transfer AgentAgent in writing, as agent for the holders of the Exchangeable Shares, and Canco the Corporation of its the OSI's or OSI ULC's intention to exercise such right (i) in not later than the case date by which the Corporation is required to give notice of a redemption occurring as a result of a RTO Acquiror Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event (each as defined in the Exchangeable Share Provisions), on or before the Redemption Date, and (ii) in any other case, at least 30 days before the Automatic Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror and/or Callco OSI or OSI ULC has exercised the Redemption Call Right forthwith after the expiry of date by which the period during which RTO Acquiror same may be exercised by OSI or Callco may exercise the Redemption Call RightOSI ULC. If RTO Acquiror and/or Callco OSI or OSI ULC exercises the Redemption Call Right, RTO Acquiror and/or Callcoon the Automatic Redemption Date, as the case may be, OSI will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) will sell, on the Redemption Date, sell all of the Exchangeable Shares held by such holders on such date then outstanding for a price per share equal to the Redemption Call Purchase Price which shall be satisfied in full by RTO Acquiror or Callco delivering or causing to be delivered to each such holder one RTO Acquiror Share plus any Dividend AmountPrice.
(c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Redemption Call Right, RTO Acquiror and/or Callco, as the case may be, OSI or OSI ULC shall deposit or cause to be deposited with the Transfer Agent, on or before the Automatic Redemption Date, an aggregate number of RTO Acquiror Shares and a cheque or cheques payable at par at any branch of the bankers of RTO Acquiror or Callco, as applicable, Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment of the aggregate total Redemption Call Purchase Price less any amounts withheld pursuant to Section 4.5Price. Provided that RTO Acquiror or Callco, as applicable, such Exchangeable Share Consideration has complied been so deposited with the immediately preceding sentenceTransfer Agent, the holders of the Exchangeable Shares (other than RTO Acquiror and its affiliates) shall cease to be holders of the Exchangeable Shares on and after the Automatic Redemption Date andDate, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including, without limitation, any rights under the Voting and Exchange Trust Agreement) other than the right to receive their proportionate part of the aggregate Redemption Call Purchase Price, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Shares which such holder is entitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA and articles of Canco and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or Callco, as the case may be, shall transfer to such holder, the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6. If Callco does not exercise the Redemption Call Right in the manner described above, on the Redemption Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the redemption price otherwise payable by Canco in connection with the redemption of the Exchangeable Shares pursuant to Article 7 of the Exchangeable Share Provisions.each
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Oil States International Inc)
Redemption Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco (a) NovaScotiaco shall have the following rights in respect of overriding right (the Exchangeable Shares:
(a) Subject to the proviso in Section 5.2(b) that Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the "Redemption Call Right"), and notwithstanding the proposed redemption of the Exchangeable Shares by Canco the Corporation pursuant to Section section 7 of the Exchangeable these Share Provisions, RTO Acquiror and Callco shall each have the overriding right (the “Redemption Call Right”) to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any an Affiliate of its affiliatesApta) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder upon on payment by RTO Acquiror or Callco, as the case may be, Corporation to each such holder of an amount per Exchangeable Share (the “"Redemption Call Purchase Price”") equal to (i) the Current Market Price of an RTO Acquiror a Apta Common Share on the last Business Day prior to the Redemption Date plus the Dividend Amount, (which shall be satisfied in full by RTO Acquiror or Callco, as applicable, delivering or NovaScotiaco causing to be delivered to such holder one RTO Acquiror Apta Common Share), plus (ii) the Unpaid Dividend Amount, if any, on each Exchangeable Share plus held by such holder on any Dividend Amount in accordance with Section 5.2(c)dividend record date which occurred prior to the Redemption Date. In the event of the exercise of the Redemption Call Right by RTO Acquiror or Callco, as the case may beNovaScotiaco, each such holder of Exchangeable Shares shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror or Callco, as the case may be, NovaScotiaco on the Redemption Date upon on payment by RTO Acquiror or Callco, as NovaScotiaco to the case may be, to such holder of the Redemption Call Purchase Price for each such share, and Canco the Corporation shall have no obligation to redeem, or to pay any Dividend Amount in respect of, redeem such shares so purchasedpurchased by NovaScotiaco.
(b) Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Redemption Call Right. To exercise the Redemption Call Right, RTO Acquiror or Callco NovaScotiaco must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Canco the Corporation, of its NovaScotiaco's intention to exercise such right (i) at least 60 days before the Redemption Date, except in the case of a redemption occurring as a result of a RTO Acquiror Apta Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event (each or such shorter period as defined may be agreed, in writing, by the Corporation, NovaScotiaco and the holders of the Exchangeable Share Provisions)Shares, in which case NovaScotiaco shall so notify the Transfer Agent and the Corporation on or before the Redemption Date, and (ii) in any other case, at least 30 days before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror and/or Callco NovaScotiaco has exercised the Redemption Call Right forthwith after the expiry of the period during which RTO Acquiror or Callco the same may exercise the Redemption Call Rightbe exercised by NovaScotiaco. If RTO Acquiror and/or Callco NovaScotiaco exercises the Redemption Call Right, RTO Acquiror and/or Callco, as on the case may be, Redemption Date NovaScotiaco will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) will sell, on the Redemption Date, sell all of the Exchangeable Shares held by such holders on such date then outstanding for a price per share equal to the Redemption Call Purchase Price which shall be satisfied in full by RTO Acquiror or Callco delivering or causing to be delivered to each such holder one RTO Acquiror Share plus any Dividend AmountPrice.
(c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Redemption Call Right, RTO Acquiror and/or Callco, as the case may be, NovaScotiaco shall deposit or cause to be deposited with the Transfer Agent, on or before the Redemption Date, an certificates representing the aggregate number of RTO Acquiror Apta Common Shares deliverable by NovaScotiaco and a cheque or cheques of NovaScotiaco payable at par at any branch of the bankers of RTO Acquiror or Callco, as applicable, NovaScotiaco representing the aggregate Unpaid Dividend Amount, if any, Amount in payment of the aggregate total Redemption Call Purchase Price Price, in each case, less any amounts withheld pursuant on account of tax required to Section 4.5be deducted and withheld therefrom. Provided that RTO Acquiror or Callco, as applicable, NovaScotiaco has complied with the immediately preceding sentence, the holders of the Exchangeable Shares (other than RTO Acquiror and its affiliates) shall cease to be holders of the Exchangeable Shares on and after the Redemption Date and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including, without limitation, any rights under the Voting and Exchange Trust Agreement) other than the right each holder of Exchangeable Shares will be limited to receive their receiving such holder's proportionate part of the aggregate total Redemption Call Purchase Price, without interest, Price payable by NovaScotiaco upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Apta Common Shares to which such holder it is entitled to receiveentitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA Act and the articles and by-laws of Canco the Corporation and such additional documents, documents and instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefortherefore, and the Transfer Agent on behalf of RTO Acquiror or Callco, as the case may be, NovaScotiaco shall transfer deliver to such holder, certificates representing the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder of the RTO Acquiror Apta Common Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, NovaScotiaco payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing NovaScotiaco in payment of the Dividend Amountremaining portion, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holdertotal Redemption Call Purchase Price, in each case, less any amounts withheld pursuant on account of tax required to Section 4.6be deducted and withheld therefrom. If Callco NovaScotiaco does not exercise the Redemption Call Right in the manner described above, on the Redemption Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor therefore the redemption price otherwise payable by Canco the Corporation in connection with the redemption of the Exchangeable Shares pursuant to Article section 7 of the Exchangeable these Share Provisions.
Appears in 1 contract
Redemption Call Right. In addition to the rights contained in the Exchangeable Share ProvisionsProvisions (including, RTO Acquiror without limitation, the Retraction Call Right), Akerna and Callco shall have the following rights in respect of the Exchangeable Shares:
(a) Subject to the proviso in Section 5.2(b7.2(b) that Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror Akerna has not exercised the Redemption Call Right, and notwithstanding the proposed redemption of the Exchangeable Shares by Canco Purchaser pursuant to Section 7 of the Exchangeable Share Provisions, RTO Acquiror Akerna and Callco shall each have the overriding right (the “Redemption Call Right”) to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Akerna or any of its affiliatesAffiliates) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror Akerna or Callco, as the case may be, to each such holder an amount per of the Exchangeable Share Price (payable in the “Redemption Call Purchase Price”form of the Exchangeable Share Consideration) equal to the Current Market Price of an RTO Acquiror applicable on the last Business Day prior to the Redemption Date plus (the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as applicable, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount “Redemption Call Purchase Price”) in accordance with Section 5.2(c7.2(c). In the event of the exercise of the Redemption Call Right by RTO Acquiror Akerna or Callco, as the case may be, each such holder of Exchangeable Shares shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror Akerna or Callco, as the case may be, on the Redemption Date upon payment by RTO Acquiror Akerna or Callco, as the case may be, to such holder of the Redemption Call Purchase Price for each such share(payable in the form of Exchangeable Share Consideration), and Canco Purchaser shall have no obligation to redeem, or to pay any Dividend Amount the Redemption Price (as defined in the Exchangeable Share Provisions) in respect of, such shares so purchased.
(b) Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror Akerna has not exercised the Redemption Call Right. To exercise the Redemption Call Right, RTO Acquiror Akerna or Callco must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Canco Purchaser of its intention to exercise such right right: (i) in the case of a redemption occurring as a result of a RTO Acquiror an Akerna Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event (each as defined in the Exchangeable Share Provisions)Event, on or before the Redemption Date, ; and (ii) in any other case, at least 30 thirty (30) days before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror Akerna and/or Callco has exercised the Redemption Call Right forthwith after the expiry of the period during which RTO Acquiror Akerna or Callco may exercise the Redemption Call Right. If RTO Acquiror Akerna and/or Callco exercises the Redemption Call Right, RTO Acquiror Akerna and/or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Akerna or any of its affiliatesAffiliates) will sell, on the Redemption Date, all of the Exchangeable Shares held by such holders on such date for a price per share equal to the Redemption Call Purchase Price which shall be satisfied (payable in full by RTO Acquiror or Callco delivering or causing to be delivered to each such holder one RTO Acquiror the form of Exchangeable Share plus any Dividend AmountConsideration).
(c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Redemption Call Right, RTO Acquiror Akerna and/or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Redemption Date, an aggregate number of RTO Acquiror Shares and a cheque or cheques payable at par at any branch of the bankers of RTO Acquiror or Callco, as applicable, Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment of the aggregate Redemption Call Purchase Price less any amounts withheld pursuant to Section 4.56.3. Provided that RTO Acquiror or Callco, as applicable, such Exchangeable Share Consideration has complied been so deposited with the immediately preceding sentenceTransfer Agent, the holders of the Exchangeable Shares (other than RTO Acquiror Akerna and its affiliatesAffiliates) shall cease to be holders of the Exchangeable Shares on and after the Redemption Date and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including, without limitation, any rights under the Voting and Exchange Trust Agreement) other than the right to receive their proportionate part of the aggregate Redemption Call Purchase Price, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Akerna Shares which such holder is entitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA and the articles of Canco Purchaser, as applicable, and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive receive, in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or Akerna and/or Callco, as the case may be, shall transfer deliver to such holder, holder the RTO Acquiror Shares to which Exchangeable Share Consideration such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6receive. If neither Akerna nor Callco does not exercise exercises the Redemption Call Right in the manner described above, on the Redemption Date the holders each holder of the Exchangeable Shares will be entitled to receive in exchange therefor receive, on the redemption price Redemption Date, the Redemption Price otherwise payable by Canco Callco in respect of the Exchangeable Shares held by such holder in connection with the redemption of the Exchangeable Shares pursuant to Article Section 7 of the Exchangeable Share Provisions.
Appears in 1 contract
Samples: Arrangement Agreement (Akerna Corp.)
Redemption Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror Parent and Callco shall have the following rights and obligations in respect of the Exchangeable Shares:
(a) Subject to the proviso in Section 5.2(b4.2(b) that Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror Parent has not exercised the Redemption Call Right, and notwithstanding the proposed redemption of the Exchangeable Shares by Canco the Company pursuant to Section 7 of the Exchangeable Share Provisions, RTO Acquiror Parent and Callco shall each have the overriding right (the “Redemption Call Right”) to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Parent or any of its affiliatesSubsidiaries) on the Redemption Date all but not less than all that number of Exchangeable Shares as is set out in the notice of exercise of the Exchangeable Shares held by each such holder Redemption Call Right, upon payment by RTO Acquiror Parent or Callco, as the case may be, to each such holder an amount per of the Exchangeable Share Price (payable in the “Redemption Call Purchase Price”form of the Exchangeable Share Consideration) equal to the Current Market Price of an RTO Acquiror applicable on the last Business Day prior to the Redemption Date plus (the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as applicable, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount “Redemption Call Purchase Price”) in accordance with Section 5.2(c4.2(c). In the event of the exercise of the Redemption Call Right by RTO Acquiror Parent or Callco, as the case may be, each such holder of Exchangeable Shares shall be obligated to sell all of the Exchangeable Shares subject to the Redemption Call Right held by the holder holder, to RTO Acquiror Parent or Callco, as the case may be, on the Redemption Date upon payment by RTO Acquiror Parent or Callco, as the case may be, to such holder of the Redemption Call Purchase Price for each such share(payable in the form of Exchangeable Share Consideration), and Canco the Company shall have no obligation to redeem, or to pay any Dividend Amount the redemption price otherwise payable by the Company in respect of, such shares of the Exchangeable Shares so purchased. For clarity, the Company shall remain obligated to redeem only the Exchangeable Shares not so purchased pursuant to the exercise of the Redemption Call Right.
(b) Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror Parent has not exercised the Redemption Call Right, and, for greater certainty, in the case of a Seventh Anniversary Redemption, Parent shall always exercise the Redemption Call Right. To exercise the Redemption Call Right, RTO Acquiror Parent or Callco Callco, as the case may be, must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Canco the Company of its intention to exercise such right (i) in the case of a redemption occurring as in connection with a result of a RTO Acquiror Control Parent Extraordinary Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event (each as defined in the Exchangeable Share Provisions), on or before the Redemption Date, and (ii) in any other case, at least 30 sixty (60) days before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror Parent and/or Callco has exercised the Redemption Call Right forthwith after the expiry of the period during which RTO Acquiror Parent or Callco may exercise the Redemption Call Right. If RTO Acquiror Parent and/or Callco exercises the Redemption Call Right, RTO Acquiror Parent and/or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Parent or any of its affiliatesSubsidiaries) will sell, on the Redemption Date, all of the Exchangeable Shares Shares, subject to the Redemption Call Right held by such holders holders, on such date for a price per share equal to the Redemption Call Purchase Price which shall be satisfied (payable in full by RTO Acquiror or Callco delivering or causing to be delivered to each such holder one RTO Acquiror the form of Exchangeable Share plus any Dividend AmountConsideration).
(c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Redemption Call Right, RTO Acquiror and/or Parent or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Redemption Date, an aggregate number of RTO Acquiror Shares and a cheque or cheques payable at par at any branch of the bankers of RTO Acquiror or Callco, as applicable, Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment of the aggregate Redemption Call Purchase Price less any amounts required to be withheld pursuant to Section 4.5under applicable Law. Provided that RTO Acquiror or Callco, as applicable, such Exchangeable Share Consideration has complied been so deposited with the immediately preceding sentenceTransfer Agent, the holders of the Exchangeable Shares (other than RTO Acquiror Parent and its affiliatesSubsidiaries) shall cease to be holders of the Exchangeable Shares on and after the Redemption Date and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including, without limitation, any rights under the Voting and Exchange Trust Agreement) other than the right to receive their proportionate part of the aggregate Redemption Call Purchase Price, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares Shares, if any, held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Parent Shares which such holder is entitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates certificates, if any, representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA Business Corporations Act and the articles of Canco the Company, as applicable, and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates certificates, if any, shall be entitled to receive receive, in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror Parent or Callco, as the case may be, shall transfer deliver to such holder, holder the RTO Acquiror Shares to which Exchangeable Share Consideration such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6. If Callco does not exercise the Redemption Call Right in the manner described above, on the Redemption Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the redemption price otherwise payable by Canco in connection with the redemption of the Exchangeable Shares pursuant to Article 7 of the Exchangeable Share Provisionsreceive.
Appears in 1 contract
Samples: Exchangeable Share Support Agreement (HWEL Holdings Corp.)
Redemption Call Right. In The Company, each Shareholder, the Parent, the Exchangeco and Callco agree that in addition to the rights contained in the Exchangeable Share ProvisionsProvisions (including the Retraction Call Right), RTO Acquiror the Parent and Callco shall have the following rights in respect of the Exchangeable Shares:
(a) Subject to the proviso in Section 5.2(b4.2(b) that Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror the Parent has not exercised the Redemption Call Right, and notwithstanding the proposed redemption of the Exchangeable Shares by Canco the Exchangeco pursuant to Section 7 of the Exchangeable Share Provisions, RTO Acquiror the Parent and Callco shall each have the overriding right (the “"Redemption Call Right”") to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror the Parent or any an affiliate of its affiliatesthe Parent) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder upon on payment by RTO Acquiror the Parent or Callco, as the case may be, to each such holder an amount per of the Exchangeable Share Price (payable in the “Redemption Call Purchase Price”form of the Exchangeable Share Consideration) equal to the Current Market Price of an RTO Acquiror applicable on the last Business Day prior to the Redemption Date plus (the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as applicable, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount "Redemption Call Purchase Price") in accordance with Section 5.2(c4.2(c). In the event of the exercise of the Redemption Call Right by RTO Acquiror the Parent or Callco, as the case may be, each such holder of Exchangeable Shares shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror the Parent or Callco, as the case may be, on the Redemption Date upon on payment by RTO Acquiror the Parent or Callco, as the case may be, to such holder of the Redemption Call Purchase Price (payable in the form of Exchangeable Share Consideration) for each such share, and Canco the Exchangeco shall have no obligation to redeem, or to pay any Dividend Amount the Redemption Price (as defined in the Exchangeable Share Provisions) in respect of, such shares so purchased.
(b) Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror the Parent has not exercised the Redemption Call Right. To exercise the Redemption Call Right, RTO Acquiror the Parent or Callco must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Canco the Exchangeco of its intention to exercise such right right: (i) in the case of a redemption occurring as a result of a RTO Acquiror Parent Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event (each as defined in the Exchangeable Share Provisions)Event, on or before the Redemption Date, ; and (ii) in any other case, at least 30 days before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror the Parent and/or Callco has exercised the Redemption Call Right forthwith after the expiry of the period during which RTO Acquiror the Parent or Callco may exercise the Redemption Call Right. If RTO Acquiror the Parent and/or Callco exercises the Redemption Call Right, RTO Acquiror the Parent and/or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror the Parent or any an affiliate of its affiliatesthe WSLegal\073132\00009\12677454v12 Parent) will sell, on the Redemption Date, all of the Exchangeable Shares held by such holders on such date for a price per share equal to the Redemption Call Purchase Price which shall be satisfied (payable in full by RTO Acquiror or Callco delivering or causing to be delivered to each such holder one RTO Acquiror the form of Exchangeable Share plus any Dividend AmountConsideration).
(c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Redemption Call Right, RTO Acquiror the Parent and/or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Redemption Date, an aggregate number of RTO Acquiror Shares and a cheque or cheques payable at par at any branch of the bankers of RTO Acquiror or Callco, as applicable, Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment of the aggregate total Redemption Call Purchase Price less any amounts withheld pursuant to Section 4.53.6. Provided that RTO Acquiror or Callco, as applicable, such Exchangeable Share Consideration has complied been so deposited with the immediately preceding sentenceTransfer Agent, the holders of the Exchangeable Shares (other than RTO Acquiror and its affiliates) shall cease to be holders of the Exchangeable Shares on and after the Redemption Date and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including, without limitation, including any rights under the Voting and Exchange Trust Agreement) other than the right to receive their proportionate part of the aggregate total Redemption Call Purchase Price, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Parent Shares which such holder is entitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA BCBCA and articles the constating documents of Canco the Exchangeco, and such additional documents, instruments and payments as the Transfer Agent and the Exchangeco may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive receive, in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or the Parent and/or Callco, as the case may be, shall transfer deliver to such holder, the RTO Acquiror Shares to which Exchangeable Share Consideration such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6receive. If neither the Parent nor Callco does not exercise exercises the Redemption Call Right in the manner described above, on the Redemption Date the holders each holder of the Exchangeable Shares will be entitled to receive in exchange therefor receive, on the Redemption Date, the redemption price otherwise payable by Canco the Exchangeco in respect of the Exchangeable Shares held by such holder in connection with the redemption of the Exchangeable Shares pursuant to Article Section 7 of the Exchangeable Share Provisions.
Appears in 1 contract
Samples: Exchange Agreement (Biotricity Inc.)
Redemption Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror Parent and Callco shall have the following rights and obligations in respect of the Exchangeable Shares:
(a) Subject to the proviso in Section 5.2(b) that Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror Parent has not exercised the Redemption Call Right (other than in the case of a Seventh Anniversary Redemption, with respect to which Callco shall always be entitled to exercise the Redemption Call Right), and notwithstanding the proposed redemption of the Exchangeable Shares by Canco the Company pursuant to Section 7 of the Exchangeable Share Provisions, RTO Acquiror Parent and Callco shall each have the overriding right (the “Redemption Call Right”) to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Parent or any of its affiliatesSubsidiaries) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror Parent or Callco, as the case may be, to each such holder an amount per of the Exchangeable Share Price (payable in the “Redemption Call Purchase Price”form of the Exchangeable Share Consideration) equal to the Current Market Price of an RTO Acquiror applicable on the last Business Day prior to the Redemption Date plus (the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as applicable, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount “Redemption Call Purchase Price”) in accordance with Section 5.2(c). In the event of the exercise of the Redemption Call Right by RTO Acquiror Parent or Callco, as the case may be, each such holder of Exchangeable Shares shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror Parent or Callco, as the case may be, on the Redemption Date upon payment by RTO Acquiror Parent or Callco, as the case may be, to such holder of the Redemption Call Purchase Price for each such share(payable in the form of Exchangeable Share Consideration), and Canco the Company shall have no obligation to redeem, or to pay any Dividend Amount the redemption price otherwise payable by the Company in respect of, such shares of the Exchangeable Shares so purchased.
(b) Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror Parent has not exercised the Redemption Call Right, other than in the case of a Seventh Anniversary Redemption with respect to which Callco shall always be entitled to exercise the Redemption Call Right. To exercise the Redemption Call Right, RTO Acquiror Parent or Callco Callco, as the case may be, must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Canco the Company of its intention to exercise such right (i) in the case of a redemption occurring as in connection with a result of a RTO Acquiror Control Parent Extraordinary Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event (each as defined in the Exchangeable Share Provisions), on or before the Redemption Date, and (ii) in any other case, at least 30 days fifteen (15) Business Days before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror Parent and/or Callco has exercised the Redemption Call Right forthwith after the expiry of the period during which RTO Acquiror Parent or Callco may exercise the Redemption Call Right. If RTO Acquiror Parent and/or Callco exercises the Redemption Call Right, RTO Acquiror Parent and/or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Parent or any of its affiliatesSubsidiaries) will sell, on the Redemption Date, all of the Exchangeable Shares held by such holders on such date for a price per share equal to the Redemption Call Purchase Price which shall be satisfied (payable in full by RTO Acquiror or Callco delivering or causing to be delivered to each such holder one RTO Acquiror the form of Exchangeable Share plus any Dividend AmountConsideration).
(c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Redemption Call Right, RTO Acquiror and/or Parent or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Redemption Date, an aggregate number of RTO Acquiror Shares and a cheque or cheques payable at par at any branch of the bankers of RTO Acquiror or Callco, as applicable, Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment of the aggregate Redemption Call Purchase Price less any amounts withheld pursuant to Section 4.53.11. Provided that RTO Acquiror or Callco, as applicable, such Exchangeable Share Consideration has complied been so deposited with the immediately preceding sentenceTransfer Agent, the holders of the Exchangeable Shares (other than RTO Acquiror Parent and its affiliatesSubsidiaries) shall cease to be holders of the Exchangeable Shares on and after the Redemption Date and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including, without limitation, any rights under the Voting and Exchange Trust Agreement) other than the right to receive their proportionate part of the aggregate Redemption Call Purchase Price, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Parent Shares which such holder is entitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA BCBCA and the articles of Canco the Company, as applicable, and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive receive, in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror Parent or Callco, as the case may be, shall transfer deliver to such holder, holder the RTO Acquiror Shares to which Exchangeable Share Consideration such holder is entitled and as soon as reasonably practicable thereafter to receive.
(d) If neither Parent nor Callco notifies the Transfer Agent shall deliver and the Company in accordance with Section 5.2(b) of its intention to such holder of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6. If Callco does not exercise the Redemption Call Right in the manner and timing described above, on the Redemption Date the holders each holder of the Exchangeable Shares will will, at the holder’s discretion, be entitled to receive demand (by way of notice given to the Company or Parent) that Parent exercise (or cause Callco to exercise) the Redemption Call Right in exchange therefor the redemption price otherwise payable by Canco in connection with the redemption respect of the Exchangeable Shares pursuant to Article 7 of shares covered by the Exchangeable Share Provisionsnotice.
Appears in 1 contract
Samples: Exchangeable Share Support Agreement (Penn National Gaming Inc)
Redemption Call Right. In addition to the rights contained in the Exchangeable Share ProvisionsProvisions (including, RTO Acquiror without limitation, the Retraction Call Right), Vail and Callco shall have the following rights in respect of the Exchangeable Shares:
(a) Subject to the proviso in Section 5.2(b6.2(b) that Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror Vail has not exercised the Redemption Call Right, and notwithstanding the proposed redemption of the Exchangeable Shares by Canco Exchangeco pursuant to Section 7 of the Exchangeable Share Provisions, RTO Acquiror Vail and Callco shall each have the overriding right (the “"Redemption Call Right”") to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Vail or any of its affiliatesAffiliates) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror Vail or Callco, as the case may be, to each such holder an amount per of the Exchangeable Share Price (payable in the “Redemption Call Purchase Price”form of the Exchangeable Share Consideration) equal to the Current Market Price of an RTO Acquiror applicable on the last Business Day prior to the Redemption Date plus (the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as applicable, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount "Redemption Call Purchase Price") in accordance with Section 5.2(c6.2(c). In the event of the exercise of the Redemption Call Right by RTO Acquiror Vail or Callco, as the case may be, each such holder of Exchangeable Shares shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror Vail or Callco, as the case may be, on the Redemption Date upon payment by RTO Acquiror Vail or Callco, as the case may be, to such holder of the Redemption Call Purchase Price for each such share(payable in the form of Exchangeable Share Consideration), and Canco Exchangeco shall have no obligation to redeem, or to pay any Dividend Amount the Redemption Price (as defined in the Exchangeable Share Provisions) in respect of, such shares so purchased.
(b) Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror Vail has not exercised the Redemption Call Right. To exercise the Redemption Call Right, RTO Acquiror Vail or Callco must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Canco Exchangeco of its intention to exercise such right (i) in the case of a redemption occurring as a result of a RTO Acquiror Vail Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event (each as defined in the Exchangeable Share Provisions)Event, on or before the Redemption Date, and (ii) in any other case, at least 30 days before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror Vail and/or Callco has exercised the Redemption Call Right forthwith after the expiry of the period during which RTO Acquiror Vail or Callco may exercise the Redemption Call Right. If RTO Acquiror Vail and/or Callco exercises the Redemption Call Right, RTO Acquiror Vail and/or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Vail or any of its affiliatesAffiliates) will sell, on the Redemption Date, all of the Exchangeable Shares held by such holders on such date for a price per share equal to the Redemption Call Purchase Price which shall be satisfied (payable in full by RTO Acquiror or Callco delivering or causing to be delivered to each such holder one RTO Acquiror the form of Exchangeable Share plus any Dividend AmountConsideration).
(c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Redemption Call Right, RTO Acquiror Vail and/or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Redemption Date, an aggregate number of RTO Acquiror Shares and a cheque or cheques payable at par at any branch of the bankers of RTO Acquiror or Callco, as applicable, Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment of the aggregate Redemption Call Purchase Price less any amounts withheld pursuant to Section 4.55.3. Provided that RTO Acquiror or Callco, as applicable, such Exchangeable Share Consideration has complied been so deposited with the immediately preceding sentenceTransfer Agent, the holders of the Exchangeable Shares (other than RTO Acquiror Vail and its affiliatesAffiliates) shall cease to be holders of the Exchangeable Shares on and after the Redemption Date and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including, without limitation, any rights under the Voting and Exchange Trust Agreement) other than the right to receive their proportionate part of the aggregate Redemption Call Purchase Price, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Vail Shares which such holder is entitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA BCBCA and the articles of Canco Exchangeco, as applicable, and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive receive, in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or Vail and/or Callco, as the case may be, shall transfer deliver to such holder, holder the RTO Acquiror Shares to which Exchangeable Share Consideration such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6receive. If neither Vail nor Callco does not exercise exercises the Redemption Call Right in the manner described above, on the Redemption Date the holders each holder of the Exchangeable Shares will be entitled to receive in exchange therefor receive, on the Redemption Date, the redemption price otherwise payable by Canco Exchangeco in respect of the Exchangeable Shares held by such holder in connection with the redemption of the Exchangeable Shares pursuant to Article Section 7 of the Exchangeable Share Provisions.
Appears in 1 contract
Redemption Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco shall have the following rights in respect of the Exchangeable Shares:
(a) Subject to the proviso in Section 5.2(b) that Callco Each of Pioneer and Pioneer Affiliate shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Redemption Call Right, and notwithstanding the proposed redemption of the Exchangeable Shares by Canco pursuant to Section 7 of the Exchangeable Share Provisions, RTO Acquiror and Callco shall each have the overriding right (the “Redemption Call Right”) ), notwithstanding the proposed redemption of Class A Exchangeable Shares by Exchangeco pursuant to Article 7 of the Exchangeable Share Provisions, to purchase from all but not less than all of the holders of the Class A Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Pioneer or any direct or indirect wholly-owned subsidiary of its affiliatesPioneer) on the Redemption Date all but not less than all of the Class A Exchangeable Shares held by each such holder upon which are the subject of such redemption, on payment by RTO Acquiror Pioneer or CallcoPioneer Affiliate, as the case may beapplicable, to each such holder of an amount per Class A Exchangeable Share (the “Redemption Call Purchase Price”) equal to the Current Market Price of an RTO Acquiror Pioneer Common Share on the last Business Day prior to the Redemption Date plus multiplied by the Dividend AmountExchange Ratio, which shall be satisfied in full by RTO Acquiror Pioneer or Callco, as applicable, delivering or Pioneer Affiliate causing to be delivered to such holder one RTO Acquiror that number of Pioneer Common Shares equal to the Exchange Ratio (for each Class A Exchangeable Share presented), plus any the Dividend Amount in accordance with Section 5.2(c)Amount. In the event of the exercise of the Redemption Call Right by RTO Acquiror Pioneer or Callco, as the case may bePioneer Affiliate, each such holder of Exchangeable Shares shall be obligated to sell all of the Class A Exchangeable Shares held by the holder which are the subject of the redemption to RTO Acquiror Pioneer or Callco, as the case may be, Pioneer Affiliate on the Redemption Date upon on payment by RTO Acquiror Pioneer or CallcoPioneer Affiliate, as the case may beapplicable, to such the holder of the Redemption Call Purchase Price for each such share, and Canco Exchangeco shall have no obligation to redeem, or to pay any Dividend Amount in respect of, redeem such shares so purchasedpurchased by Pioneer or Pioneer Affiliate.
(b) Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Redemption Call Right. To exercise the Redemption Call Right, RTO Acquiror Pioneer or Callco Pioneer Affiliate, as applicable, must notify the Transfer AgentExchangeco, as agent for the holders of the Class A Exchangeable Shares, and Canco of its Pioneer Affiliate’s intention to exercise such right (i) at least 60 days before the Redemption Date, except in the case of a redemption occurring as a result of a RTO Acquiror an Pioneer Control TransactionTransaction or Cemblend Default Event, an Exchangeable Share Voting Event in which case Pioneer or an Exempt Exchangeable Share Voting Event (each as defined in the Exchangeable Share Provisions), Pioneer Affiliate shall so notify Exchangeco on or before the Redemption Date, and (ii) in any other case, at least 30 days before the Redemption Date. The Transfer Agent Exchangeco will notify the holders of the Class A Exchangeable Shares as to whether or not RTO Acquiror and/or Callco Pioneer or Pioneer Affiliate, as applicable, has exercised the Redemption Call Right forthwith after the expiry of the period during which RTO Acquiror the same may be exercised by Pioneer or Callco may exercise the Redemption Call Right. Pioneer Affiliate If RTO Acquiror and/or Callco Pioneer or Pioneer Affiliate exercises the Redemption Call Right, RTO Acquiror and/or Callcothen on the Redemption Date, Pioneer or Pioneer Affiliate, as the case may beapplicable, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) will sell, on the Redemption Date, sell all of the Class A Exchangeable Shares held by such holders on such date then outstanding for a price per share equal to the Redemption Call Purchase Price which shall be satisfied in full by RTO Acquiror or Callco delivering or causing to be delivered to each such holder one RTO Acquiror Share plus any Dividend AmountPrice.
(c) For the purposes of completing the purchase and sale of the Class A Exchangeable Shares pursuant to the exercise of the Redemption Call Right, RTO Acquiror and/or CallcoPioneer or Pioneer Affiliate, as the case may beapplicable, shall deposit or cause to be deposited with the Transfer Agent, on or before the Redemption Date, an aggregate number of RTO Acquiror Shares and prepare a cheque or cheques payable at par at any branch of the bankers of RTO Acquiror Pioneer or CallcoPioneer Affiliate, as applicable, representing the aggregate Dividend Amount, if any, Amount in payment of the aggregate total Redemption Call Purchase Price Price, less any amounts withheld pursuant to Section 4.53.1 hereof. Provided that RTO Acquiror Pioneer or Callco, as applicable, Pioneer Affiliate has complied with the immediately preceding sentence, on and after the holders Redemption Date, the rights of the each holder of Class A Exchangeable Shares (other than RTO Acquiror and its affiliatesPioneer or any direct or indirect wholly-owned subsidiary of Pioneer) shall cease will be limited to be holders of the Exchangeable Shares on and after the Redemption Date and, from and after receiving such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including, without limitation, any rights under the Voting and Exchange Trust Agreement) other than the right to receive their holder’s proportionate part of the aggregate total Redemption Call Purchase Price, without interest, Price payable by Pioneer or Pioneer Affiliate upon presentation and surrender by the holder of certificates representing the Class A Exchangeable Shares held by such holder and the holder shall shall, on and after the Redemption Date Date, be considered and deemed for all purposes to be the holder of the RTO Acquiror Pioneer Common Shares to which it is entitled provided such holder is entitled to receiveprovides or has provided Pioneer with the Shareholder Documentation. Upon surrender to the Transfer Agent Pioneer or Pioneer Affiliate, as applicable, of a certificate or certificates representing Class A Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Class A Exchangeable Shares under the OBCA Business Corporations Act (Alberta) and articles the by-laws of Canco Exchangeco and such additional documents, documents and instruments as Exchangeco and payments as the Transfer Agent Pioneer may reasonably require, including the Shareholder Documentation, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror Pioneer or CallcoPioneer Affiliate, as the case may beapplicable, shall transfer to such holder, the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror Pioneer or CallcoPioneer Affiliate, as the case may beapplicable, payable at par at any branch in payment of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amountremaining portion, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holdertotal Redemption Call Purchase Price, less any amounts withheld pursuant to Section 4.63.1 hereof. If Callco Pioneer or Pioneer Affiliate does not exercise the Redemption Call Right in the manner described above, on the Redemption Date the holders of the Class A Exchangeable Shares will be entitled to receive in exchange therefor the redemption price otherwise payable by Canco Exchangeco in connection with the redemption of the Class A Exchangeable Shares pursuant to Article 7 of the Exchangeable Share Provisions.
Appears in 1 contract
Samples: Call Rights Agreement (NCS Multistage Holdings, Inc.)
Redemption Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror Parent and Callco shall have the following rights and obligations in respect of the Exchangeable Shares:
(a) Subject to the proviso in Section 5.2(b) that Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror Parent has not exercised the Redemption Call Right (other than in the case of a Seventh Anniversary Redemption, with respect to which Callco shall always be entitled to exercise the Redemption Call Right), and notwithstanding the proposed redemption obligation of the Company to redeem the Exchangeable Shares by Canco pursuant to Section 7 of the Exchangeable Share Provisions, RTO Acquiror Parent and Callco shall each have the overriding right (the “Redemption Call Right”) to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Parent or any of its affiliatesSubsidiaries) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror Parent or Callco, as the case may be, to each such holder an amount per of the Exchangeable Share Price (payable in the “Redemption Call Purchase Price”form of the Exchangeable Share Consideration) equal to the Current Market Price of an RTO Acquiror applicable on the last Business Day prior to the Redemption Date plus (the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as applicable, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount “Redemption Call Purchase Price”) in accordance with Section 5.2(c). In the event of the exercise of the Redemption Call Right by RTO Acquiror Parent or Callco, as the case may be, each such holder of Exchangeable Shares shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror Parent or Callco, as the case may be, on the Redemption Date upon payment by RTO Acquiror Parent or Callco, as the case may be, to such holder of the Redemption Call Purchase Price for each such share(payable in the form of Exchangeable Share Consideration) less any amounts on account of tax required or permitted to be deducted and withheld therefrom under applicable law, and Canco the Company shall have no obligation to redeem, or to pay any Dividend Amount the redemption price otherwise payable by the Company in respect of, such shares of the Exchangeable Shares so purchased.
(b) Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror Parent has not exercised the Redemption Call Right. To exercise the Redemption Call Right, RTO Acquiror Parent or Callco Xxxxxx, as the case may be, must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Canco the Company of its intention to exercise such right (i) in the case of a redemption occurring as in connection with a result of a RTO Acquiror Control Parent Extraordinary Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event (each as defined in the Exchangeable Share Provisions), on or before the Redemption Date, and (ii) in any other case, at least 30 days fifteen (15) Business Days before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror Parent and/or Callco has exercised the Redemption Call Right forthwith after the expiry of the period during which RTO Acquiror Parent or Callco may exercise the Redemption Call Right. If RTO Acquiror Parent and/or Callco exercises the Redemption Call Right, RTO Acquiror Parent and/or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Parent or any of its affiliatesSubsidiaries) will sell, on the Redemption Date, all of the Exchangeable Shares held by such holders on such date for a price per share equal to the Redemption Call Purchase Price which shall be satisfied (payable in full by RTO Acquiror the form of Exchangeable Share Consideration) less any amounts on account of tax required or Callco delivering or causing permitted to be delivered to each such holder one RTO Acquiror Share plus any Dividend Amountdeducted and withheld therefrom under applicable law.
(c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Redemption Call Right, RTO Acquiror and/or Parent or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Redemption Date, an aggregate number of RTO Acquiror Shares and a cheque or cheques payable at par at any branch of the bankers of RTO Acquiror or Callco, as applicable, Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment of the aggregate Redemption Call Purchase Price less any amounts withheld pursuant to Section 4.53.11. Provided that RTO Acquiror or Callco, as applicable, such Exchangeable Share Consideration has complied been so deposited with the immediately preceding sentenceTransfer Agent, the holders of the Exchangeable Shares (other than RTO Acquiror Parent and its affiliatesSubsidiaries) shall cease to be holders of the Exchangeable Shares on and after the Redemption Date and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including, without limitation, any rights under the Voting and Exchange Trust Agreement) other than the right to receive their proportionate part of the aggregate Redemption Call Purchase Price, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Parent Shares which such holder is entitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA Canada Business Corporations Act and the articles of Canco the Company, as applicable, and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive receive, in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror Parent or Callco, as the case may be, shall transfer deliver to such holder, holder the RTO Acquiror Shares to which Exchangeable Share Consideration such holder is entitled and as soon as reasonably practicable thereafter to receive.
(d) If neither Parent nor Xxxxxx notifies the Transfer Agent shall deliver and the Company in accordance with Section 5.2(b) of its intention to such holder of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6. If Callco does not exercise the Redemption Call Right in the manner and timing described above, on the Redemption Date the holders each holder of the Exchangeable Shares will will, at the holder’s discretion, be entitled to receive demand (by way of notice given to the Company or Parent) that Parent exercise (or cause Callco to exercise) the Redemption Call Right in exchange therefor the redemption price otherwise payable by Canco in connection with the redemption respect of the Exchangeable Shares pursuant to Article 7 of shares covered by the Exchangeable Share Provisionsnotice.
Appears in 1 contract
Samples: Exchangeable Share Support Agreement (Recursion Pharmaceuticals, Inc.)
Redemption Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and (a) Callco shall have the following rights in respect of overriding right (the Exchangeable Shares:
(a) Subject to the proviso in Section 5.2(b) that Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the "Redemption Call Right"), and notwithstanding the proposed redemption of the Exchangeable Shares by Canco the Corporation pursuant to Section Article 7 of the Exchangeable Share Provisions, RTO Acquiror and Callco shall each have the overriding right (the “Redemption Call Right”) to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror FCE or any of its affiliatesAffiliates) to be redeemed on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder upon on payment by RTO Acquiror or Callco, as Callco to the case may be, to each such holder an amount per Exchangeable Share (of the “Redemption Call Purchase Price”) equal to the Current Market Price of an RTO Acquiror on the last Business Day prior to the Redemption Date plus the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as applicable, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount determined in accordance with Section 5.2(c1.3(c). In the event of the exercise of the Redemption Call Right by RTO Acquiror or Callco, as the case may be, each such holder of Exchangeable Shares shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror or Callco, as the case may be, Callco on the Redemption Date upon on payment by RTO Acquiror or Callco, as Callco to the case may be, to such holder of the Redemption Call Purchase Price for each such share, and Canco shall have no obligation to redeem, or to pay any Dividend Amount in respect of, such shares so purchased.
(b) Callco shall only will be entitled deemed to exercise have exercised the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Redemption Call Right. To exercise the Redemption Call Right, RTO Acquiror or unless Callco must notify notifies the Transfer AgentAgent in writing, as agent for the holders of the Exchangeable Shares, and Canco the Corporation of its Callco's intention not to exercise such right (i) in the case of a redemption occurring as a result of a RTO Acquiror Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event (each as defined in the Exchangeable Share Provisions), on or before the Redemption Date, and (ii) in any other case, at least 30 35 days before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror and/or Callco has exercised the Redemption Call Right forthwith after the expiry of the period during which RTO Acquiror or Callco the same may exercise the Redemption Call Rightbe exercised by Callco. If RTO Acquiror and/or Callco exercises the Redemption Call Right, RTO Acquiror and/or Callco, as on the case may be, Redemption Date Callco will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) will sell, on the Redemption Date, sell all of the Exchangeable Shares held by such holders on such date to be redeemed for a price per share equal to the Redemption Call Purchase Price which shall be satisfied in full by RTO Acquiror or Callco delivering or causing to be delivered to each such holder one RTO Acquiror Share plus any Dividend AmountPrice.
(c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Redemption Call Right, RTO Acquiror and/or Callco, as the case may be, Callco shall deposit or cause to be deposited with the Transfer Agent, on or before the Redemption Date, an aggregate number of RTO Acquiror Shares and a cheque or cheques payable at par at any branch of the bankers of RTO Acquiror or Callco, as applicable, Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment of the aggregate Redemption Call Purchase Price less any amounts withheld pursuant to Section 4.5Price. Provided that RTO Acquiror or Callco, as applicable, such Exchangeable Share Consideration has complied been so deposited with the immediately preceding sentenceTransfer Agent, the holders of the Exchangeable Shares (other than RTO Acquiror and its affiliates) shall cease to be holders of the Exchangeable Shares on and after the Redemption Date and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including, without limitation, any rights under the Voting and Exchange Trust Agreement) other than the right each holder of Exchangeable Shares so purchased will be limited to receive their receiving such holder's proportionate part of the aggregate total Redemption Call Purchase Price, without interest, Price payable by Callco upon presentation representation and surrender by the holder of certificates representing the Exchangeable Shares held purchased by Callco from such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Shares which of FCE Common Stock delivered to such holder is entitled to receiveholder. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA ABCA and articles the by-laws of Canco the Corporation and such additional documents, documents and instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or Callco, as the case may be, Callco shall transfer deliver to such holder, the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6Exchangeable Share Consideration. If Callco does not exercise the Redemption Call Right in the manner described above, on the Redemption Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the redemption price otherwise payable by Canco the Corporation in connection with the redemption of the Exchangeable Shares pursuant to Article 7 of the Exchangeable Share Provisions.
Appears in 1 contract
Redemption Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco (a) Bowater Holdings shall have the following rights in respect of overriding right (the Exchangeable Shares:
(a) Subject to the proviso in Section 5.2(b) that Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the "Redemption Call Right"), and notwithstanding the proposed redemption of the Exchangeable Shares by Canco Bowater Canada pursuant to Section Article 7 of the Exchangeable Share Provisions, RTO Acquiror and Callco shall each have the overriding right (the “Redemption Call Right”) to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder upon on payment by RTO Acquiror or Callco, as Bowater Holdings to the case may be, to each such holder of an amount per Exchangeable Share (the “Redemption Call Purchase Price”) share equal to (a) the Current Market Price (as defined in the Exchangeable Share Provisions) of an RTO Acquiror a Bowater Common Share on the last Business Day prior to the Redemption Date plus the Dividend AmountDate, which shall be satisfied in full by RTO Acquiror or Callco, as applicable, delivering or causing to be delivered to such holder one RTO Acquiror Bowater Common Share plus any Dividend Amount in accordance with Section 5.2(c(b) the right to receive the full amount when paid of all unpaid dividends on such Exchangeable Share for which the record date has occurred prior to the Redemption Date (collectively the "Redemption Call Purchase Price"). In the event of the exercise of the Redemption Call Right by RTO Acquiror or Callco, as the case may beBowater Holdings, each such holder of Exchangeable Shares shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror or Callco, as the case may be, Bowater Holdings on the Redemption Date upon on payment by RTO Acquiror or Callco, as Bowater Holdings to the case may be, to such holder of the Redemption Call Purchase Price for each such share, and Canco shall have no obligation to redeem, or to pay any Dividend Amount in respect of, such shares so purchased.
(b) Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Redemption Call Right. To exercise the Redemption Call Right, RTO Acquiror or Callco Bowater Holdings must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Canco Bowater Canada of its Bowater Holdings' intention to exercise such right (i) at least 60 days before the Redemption Date, except in the case of a redemption occurring as a result of a RTO Acquiror an acquisition of Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event of Bowater (each as defined in the Exchangeable Share Provisions), ) in which case Bowater Holdings shall notify the Transfer Agent and Bowater Canada on or before the Redemption Date, and (ii) in any other case, at least 30 days before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror and/or Callco Bowater Holdings has exercised the Redemption Call Right forthwith after the expiry of the period during which RTO Acquiror or Callco the same may exercise the Redemption Call Rightbe exercised by Bowater Holdings. If RTO Acquiror and/or Callco Bowater Holdings exercises the Redemption Call Right, RTO Acquiror and/or Callco, as on the case may be, Redemption Date Bowater Holdings will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) will sell, on the Redemption Date, sell all of the Exchangeable Shares held by such holders on such date then outstanding for a price per share equal to the Redemption Call Purchase Price which shall be satisfied in full by RTO Acquiror or Callco delivering or causing to be delivered to each such holder one RTO Acquiror Share plus any Dividend AmountPrice.
(c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Redemption Call Right, RTO Acquiror and/or Callco, as the case may be, Bowater Holdings shall deposit or cause to be deposited with the Transfer Agent, on or before the Redemption Date, an certificates representing the aggregate number of RTO Acquiror Bowater Common Shares and a cheque or cheques payable at par at any branch deliverable by Bowater Holdings in payment of the bankers total Redemption Call Purchase Price and shall waive any rights to receive any dividends which represent the amount of RTO Acquiror or Callco, as applicable, representing the aggregate Dividend Amountremaining portion, if any, in payment of the aggregate total Redemption Call Purchase Price less any amounts withheld pursuant to Section 4.54.7 hereof. Provided that RTO Acquiror or Callco, as applicable, Bowater Holdings has complied with the immediately immediate preceding sentence, the holders of the Exchangeable Shares (other than RTO Acquiror and its affiliates) shall cease to be holders of the Exchangeable Shares on and after the Redemption Date and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including, without limitation, any rights under the Voting and Exchange Trust Agreement) other than the right each holder of Exchangeable Shares will be limited to receive their receiving such holder's proportionate part of the aggregate total Redemption Call Purchase PricePrice payable by Bowater Holdings (which in case of unpaid dividends, without interestif any, shall be satisfied by the payment thereof by Bowater Canada on the payment date for such dividends) upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Bowater Common Shares to which such holder it is entitled to receiveentitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA Act and articles the by-laws of Canco Bowater Canada and such additional documents, documents and instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or Callco, as the case may be, Bowater Holdings shall transfer deliver to such holder, certificates representing the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder of the RTO Acquiror Bowater Common Shares to which the holder is entitled and on the applicable dividend payment date a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing Bowater Canada in Canada in payment of the Dividend Amountremaining portion, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, total Redemption Call Purchase Price less any amounts withheld pursuant to Section 4.64.7 hereof. If Callco Bowater Holdings does not exercise the Redemption Call Right in the manner described above, on the Redemption Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the redemption price otherwise payable by Canco Bowater Canada in connection with the redemption of the Exchangeable Shares pursuant to Article 7 of the Exchangeable Share Provisions.
Appears in 1 contract
Samples: Arrangement Agreement (Bowater Inc)
Redemption Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror (a) OSI and Callco OSI ULC shall have the following rights in respect of overriding right (the Exchangeable Shares:
(a) Subject to the proviso in Section 5.2(b) that Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the "Redemption Call Right"), and notwithstanding the any proposed redemption of the Exchangeable Shares by Canco the Corporation pursuant to Section Article 7 of the Exchangeable Share Provisions, RTO Acquiror and Callco shall each have the overriding right (the “Redemption Call Right”) to purchase directly from all but not less than all of the holders of the Exchangeable Shares (other than OSI or any holder Subsidiary thereof) of Exchangeable Shares which is RTO Acquiror or any of its affiliates) on the Automatic Redemption Date all but not less than all of the Exchangeable Shares held by each such holder upon on payment by RTO Acquiror OSI or Callco, as OSI ULC to the case may be, to each such holder an amount per of the Exchangeable Share (the “Redemption Call Purchase Price”) equal to the Current Market Price of an RTO Acquiror applicable on the last Business Day prior to the Automatic Redemption Date plus (the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as applicable, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount "Redemption Call Purchase Price") in accordance with Section 5.2(csubsection 1.4(c). In the event of the exercise of the Redemption Call Right by RTO Acquiror OSI or Callco, as the case may beOSI ULC, each such holder of Exchangeable Shares shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror OSI or Callco, as the case may be, OSI ULC on the Automatic Redemption Date upon on payment by RTO Acquiror OSI or Callco, as OSI ULC to the case may be, to such holder of the Redemption Call Purchase Price for each such share, and Canco shall have no obligation to redeem, or to pay any Dividend Amount in respect of, such shares so purchased.
(b) Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Redemption Call Right. To exercise the Redemption Call Right, RTO Acquiror OSI or Callco OSI ULC must notify the Transfer AgentAgent in writing, as agent for the holders of the Exchangeable Shares, and Canco the Corporation of its the OSI's or OSI ULC's intention to exercise such right (i) in not later than the case date by which the Corporation is required to give notice of a redemption occurring as a result of a RTO Acquiror Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event (each as defined in the Exchangeable Share Provisions), on or before the Redemption Date, and (ii) in any other case, at least 30 days before the Automatic Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror and/or Callco OSI or OSI ULC has exercised the Redemption Call Right forthwith after the expiry of date by which the period during which RTO Acquiror same may be exercised by OSI or Callco may exercise the Redemption Call RightOSI ULC. If RTO Acquiror and/or Callco OSI or OSI ULC exercises the Redemption Call Right, RTO Acquiror and/or Callcoon the Automatic Redemption Date, as the case may be, OSI will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) will sell, on the Redemption Date, sell all of the Exchangeable Shares held by such holders on such date then outstanding for a price per share equal to the Redemption Call Purchase Price which shall be satisfied in full by RTO Acquiror or Callco delivering or causing to be delivered to each such holder one RTO Acquiror Share plus any Dividend AmountPrice.
(c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Redemption Call Right, RTO Acquiror and/or Callco, as the case may be, OSI or OSI ULC shall deposit or cause to be deposited with the Transfer Agent, on or before the Automatic Redemption Date, an aggregate number the Exchangeable Share Consideration representing the total Redemption Call Purchase Price. Provided that such Exchangeable Share Consideration has been so deposited with the Transfer Agent, on and after the Automatic Redemption Date, the rights of RTO Acquiror each holder of Exchangeable Shares and a cheque or cheques payable at par at any branch will be limited to receiving such holder's proportionate part of the bankers of RTO Acquiror or Callco, as applicable, representing the aggregate Dividend Amount, if any, in payment of the aggregate total Redemption Call Purchase Price less any amounts withheld pursuant to Section 4.5. Provided that RTO Acquiror payable by OSI or Callco, as applicable, has complied with the immediately preceding sentence, the holders of the Exchangeable Shares (other than RTO Acquiror and its affiliates) shall cease to be holders of the Exchangeable Shares on and after the Redemption Date and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including, without limitation, any rights under the Voting and Exchange Trust Agreement) other than the right to receive their proportionate part of the aggregate Redemption Call Purchase Price, without interest, OSI ULC upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Automatic Redemption Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Shares which OSI Common Stock delivered to such holder is entitled to receiveholder. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA Act and articles the by-laws of Canco the Corporation and such additional documents, documents and instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror OSI or Callco, as the case may be, OSI ULC shall transfer deliver to such holder, the RTO Acquiror Shares Exchangeable Share Consideration to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6entitled. If Callco OSI or OSI ULC does not exercise the Redemption Call Right in the manner described above, on the Automatic Redemption Date Date, the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the redemption price otherwise payable by Canco the Corporation in connection with the redemption of the Exchangeable Shares pursuant to Article 7 of the Exchangeable Share Provisions. Notwithstanding the foregoing, until such Exchangeable Share Consideration is delivered to the holder, the holder shall be deemed to still be a holder of Exchangeable Shares for purposes of all voting rights with respect thereto under the Voting and Exchange Trust Agreement.
Appears in 1 contract
Samples: Combination Agreement (Oil States International Inc)
Redemption Call Right. In The Company, each Securityholder, the Parent, the Purchaser and Callco agree that in addition to the rights contained in the Exchangeable Share ProvisionsProvisions (including the Retraction Call Right), RTO Acquiror the Parent and Callco shall have the following rights in respect of the Exchangeable Shares:
(a) Subject to the proviso in Section 5.2(b4.2(b) that Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror the Parent has not exercised the Redemption Call Right, and notwithstanding the proposed redemption of the Exchangeable Shares by Canco the Purchaser pursuant to Section 7 of the Exchangeable Share Provisions, RTO Acquiror the Parent and Callco shall each have the overriding right (the “Redemption Call Right”) to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror the Parent or any an affiliate of its affiliatesthe Parent) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder upon on payment by RTO Acquiror the Parent or Callco, as the case may be, to each such holder an amount per of the Exchangeable Share Price (payable in the “Redemption Call Purchase Price”form of the Exchangeable Share Consideration) equal to the Current Market Price of an RTO Acquiror applicable on the last Business Day prior to the Redemption Date plus (the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as applicable, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount “Redemption Call Purchase Price”) in accordance with Section 5.2(c4.2(c). In the event of the exercise of the Redemption Call Right by RTO Acquiror the Parent or Callco, as the case may be, each such holder of Exchangeable Shares shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror the Parent or Callco, as the case may be, on the Redemption Date upon on payment by RTO Acquiror the Parent or Callco, as the case may be, to such holder of the Redemption Call Purchase Price (payable in the form of Exchangeable Share Consideration) for each such share, and Canco the Purchaser shall have no obligation to redeem, or to pay any Dividend Amount the Redemption Price (as defined in the Exchangeable Share Provisions) in respect of, such shares so purchased.
(b) Callco shall only be entitled to exercise the Redemption Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror the Parent has not exercised the Redemption Call Right. To exercise the Redemption Call Right, RTO Acquiror the Parent or Callco must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Canco the Purchaser of its intention to exercise such right (i) in the case of a redemption occurring as a result of a RTO Acquiror Parent Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event (each as defined in the Exchangeable Share Provisions)Event, on or before the Redemption Date, Date and (ii) in any other case, at least 30 days before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror the Parent and/or Callco has exercised the Redemption Call Right forthwith after the expiry of the period during which RTO Acquiror the Parent or Callco may exercise the Redemption Call Right. If RTO Acquiror the Parent and/or Callco exercises the Redemption Call Right, RTO Acquiror the Parent and/or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror the Parent or any an affiliate of its affiliatesthe Parent) will sell, on the Redemption Date, all of the Exchangeable Shares held by such holders on such date for a price per share equal to the Redemption Call Purchase Price which shall be satisfied (payable in full by RTO Acquiror or Callco delivering or causing to be delivered to each such holder one RTO Acquiror the form of Exchangeable Share plus any Dividend AmountConsideration).
(c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Redemption Call Right, RTO Acquiror the Parent and/or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Redemption Date, an aggregate number of RTO Acquiror Shares and a cheque or cheques payable at par at any branch of the bankers of RTO Acquiror or Callco, as applicable, Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment of the aggregate total Redemption Call Purchase Price less any amounts withheld pursuant to Section 4.53.6. Provided that RTO Acquiror or Callco, as applicable, such Exchangeable Share Consideration has complied been so deposited with the immediately preceding sentenceTransfer Agent, the holders of the Exchangeable Shares (other than RTO Acquiror and its affiliates) shall cease to be holders of the Exchangeable Shares on and after the Redemption Date and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including, without limitation, including any rights under the Voting and Exchange Trust Agreement) other than the right to receive their proportionate part of the aggregate total Redemption Call Purchase Price, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Redemption Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Parent Shares which such holder is entitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA BCBCA and articles the constating documents of Canco the Purchaser, and such additional documents, instruments and payments as the Transfer Agent and the Purchaser may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive receive, in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or the Parent and/or Callco, as the case may be, shall transfer deliver to such holder, the RTO Acquiror Shares to which Exchangeable Share Consideration such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6receive. If neither the Parent nor Callco does not exercise exercises the Redemption Call Right in the manner described above, on the Redemption Date the holders each holder of the Exchangeable Shares will be entitled to receive in exchange therefor receive, on the Redemption Date, the redemption price otherwise payable by Canco the Purchaser in respect of the Exchangeable Shares held by such holder in connection with the redemption of the Exchangeable Shares pursuant to Article Section 7 of the Exchangeable Share Provisions.
Appears in 1 contract
