Common use of Retraction at Option of Holder Clause in Contracts

Retraction at Option of Holder. (i) Subject to applicable Laws and the due exercise by CallCo of the Retraction Call Right, a holder of Exchangeable Shares shall be entitled at any time to require the Company to redeem (at the holder’s discretion) any or all of the Exchangeable Shares registered in the name of such holder for an amount per share equal to the Exchangeable Share Price applicable on the last Business Day prior to the Retraction Date (the “Retraction Price”), which price shall be satisfied in full by the Company or CallCo, as applicable, delivering or causing to be delivered to such holder the Exchangeable Share Consideration representing the Retraction Price. A holder of Exchangeable Shares must give notice of such request to redeem or purchase by presenting and surrendering to any office of the Transfer Agent as may be specified by the Company by notice to the holders of the Exchangeable Shares, the Exchangeable Share Documents representing the Exchangeable Shares that such holder desires to have the Company redeem or CallCo purchase, as applicable, together with (A) such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCBCA and these Articles, as applicable, together with such additional documents, instruments and payments as the Transfer Agent or the Company may reasonably require, and (B) a duly executed request (the “Retraction Request”) in the form of the Appendix attached hereto or in such other form as may be acceptable to the Company:

Appears in 2 contracts

Samples: Voting and Exchange Trust Agreement (Zymeworks Delaware Inc.), And Amended Transaction Agreement (Zymeworks Inc.)

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Retraction at Option of Holder. (i1) Subject to applicable Laws law and the due exercise by CallCo ERS of the a Retraction Call Right, a holder of Exchangeable Shares shall be entitled at any time to require the Company Corporation to redeem redeem, on the fifth Business Day after the date on which the Retraction Request is received by the Corporation (at the holder’s discretion) "Retraction Date"), any or all of the Exchangeable Shares registered in the name of such holder for an amount per share equal to (a) the Exchangeable Share Current Market Price applicable of a share of ERS Common Stock on the last Business Day prior to the Retraction Date (the “Retraction Price”)Date, which price shall be satisfied in full by the Company or CallCo, as applicable, delivering or Corporation causing to be delivered to such holder the one share of ERS Common Stock for each Exchangeable Share Consideration representing presented and surrendered by the holder, plus (b) the Dividend Amount, if any (collectively, the "Retraction Price"). In connection with the payment of the Retraction Price. A , the Corporation shall be entitled to sell some of the ERS Common Stock that would otherwise be deliverable to the particular holder of Exchangeable Shares in order to fund any statutory withholding tax obligation. To effect a redemption under this Section 6.1, the holder must give notice present and surrender at the registered office of such request to redeem the Corporation or purchase by presenting and surrendering to at any office of the Transfer Agent as may be specified by the Company Corporation by notice to the holders of Exchangeable Shares the Exchangeable Shares, the Exchangeable Share Documents certificate representing the Exchangeable Shares that such the holder desires to have the Company redeem or CallCo purchase, as applicableCorporation redeem, together with (A) such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCBCA CBCA and these Articles, as applicable, together with such additional documents, documents and instruments and payments as the Transfer Agent or and the Company Corporation may reasonably require, and (B) together with a duly executed request statement (the "Retraction Request") in the form of the Appendix attached Schedule A hereto or in such other form as may be acceptable to the Company:Corporation specifying that the holder desires to have all or any number specified therein of the Exchangeable Shares represented by such certificate (the "Retracted Shares") redeemed by the Corporation.

Appears in 1 contract

Samples: Combination Agreement (Electronic Retailing Systems International Inc)

Retraction at Option of Holder. (i) Subject to applicable Laws laws and the due exercise by CallCo the Parent or Callco of the Retraction Call Right, a holder of Exchangeable Shares shall be entitled at any time to require the Company to redeem redeem, on the fifth Business Day after the date on which the Retraction Request is received by the Company (at the holder’s discretion) "Retraction WSLegal\073132\00009\12677454v12 Date"), any or all of the Exchangeable Shares registered in the name of such holder for an amount per share equal to the Exchangeable Share Price applicable on the last Business Day prior to the Retraction Date (the "Retraction Price"), which price shall be satisfied in full by the Company or CallCo, as applicable, delivering or causing to be delivered to such holder the Exchangeable Share Consideration representing the Retraction Price. A holder of Exchangeable Shares must give notice of such a request to redeem or purchase by presenting and surrendering to the Company, at the registered office of the Company or at any office of the Transfer Agent as may be specified by the Company by notice to the holders of the Exchangeable Shares, the Exchangeable Share Documents certificate or certificates representing the Exchangeable Shares that such holder desires to have the Company redeem or CallCo purchase, as applicableredeem, together with (A) such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCBCA BCA(BC) and these Articles, as applicable, together with the constating documents of the Company and such additional documents, instruments and payments as the Transfer Agent or and the Company may reasonably require, require and (B) a duly executed request (the ''Retraction Request'') in the form of the Appendix attached I hereto or in such other form as may be acceptable to the Company specifying that such holder desires to have all or any number specified therein of the Exchangeable Shares represented by such certificate or certificates (the "Retracted Shares") redeemed by the Company:.

Appears in 1 contract

Samples: Exchange Agreement (Biotricity Inc.)

Retraction at Option of Holder. (i) Subject to applicable Laws laws and the due exercise by CallCo the Parent of the Retraction Call Right, a holder of Exchangeable Shares shall be entitled at any time to require the Company to redeem redeem, on the fifth (at 5th) Business Day after the holder’s discretion) date on which the Retraction Request is received by the Company (the “Retraction Date”), any or all of the Exchangeable Shares registered in the name of such holder for an amount per share equal to the Exchangeable Share Price applicable on the last Business Day prior to the Retraction Date (the “Retraction Price”), which price shall be satisfied in full by the Company or CallCo, as applicable, delivering or causing to be delivered to such holder the Exchangeable Share Consideration representing the Retraction Price. A holder of Exchangeable Shares must give notice of such a request to redeem or purchase by presenting and surrendering to the Company, at the registered office of the Company or at any office of the Transfer Agent as may be specified by the Company by notice to the holders of the Exchangeable Shares, the Exchangeable Share Documents certificate or certificates representing the Exchangeable Shares that such holder desires to have the Company redeem or CallCo purchase, as applicableredeem, together with (A) such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCBCA and these Articles, as applicable, together with such additional documents, instruments and payments as the Transfer Agent or the Company may reasonably require, and (B) a duly executed request (the “Retraction Request”) in the form of the Appendix attached hereto or in such other form as may be acceptable to the Companywith:

Appears in 1 contract

Samples: Amalgamation Agreement (AMERI Holdings, Inc.)

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Retraction at Option of Holder. (i) Subject to applicable Laws law and the due exercise by CallCo Molycorp or Callco of the Retraction Call Right, a holder of Exchangeable Shares shall be entitled at any time to require the Company to redeem redeem, on the fifth Business Day after the date on which the Retraction Request is received by the Company (at the holder’s discretion) “Retraction Date”), any or all of the Exchangeable Shares registered in the name of such holder for an amount per share equal to the Exchangeable Share Price applicable on the last Business Day prior to the Retraction Date (the “Retraction Price”), which price shall be satisfied in full by the Company or CallCo, as applicable, delivering or causing to be delivered to such holder the Exchangeable Share Consideration representing the Retraction Price. A The holder of Exchangeable Shares must give notice of such a request to redeem or purchase by presenting and surrendering to the Company, at the registered office of the Company or at any office of the Transfer Agent as may be specified by the Company by notice to the holders of the Exchangeable Shares, the Exchangeable Share Documents certificate or certificates representing the Exchangeable Shares that such the holder desires to have the Company redeem or CallCo purchase, as applicableredeem, together with (A) such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCBCA and these Articles, as applicable, together with the articles and by-laws of the Company and such additional documents, instruments and payments as the Transfer Agent or and the Company may reasonably require, require and (B) a duly executed request (the ‘‘Retraction Request’’) in the form of the Appendix attached Schedule A hereto or in such other form as may be acceptable to the Company specifying that the holder desires to have all or any number specified therein of the Exchangeable Shares represented by such certificate or certificates (the “Retracted Shares”) redeemed by the Company:.

Appears in 1 contract

Samples: Arrangement Agreement (Molycorp, Inc.)

Retraction at Option of Holder. (ia) Subject to applicable Laws Law and the due exercise by CallCo BPY of the Retraction Call Right, a holder of Exchangeable Shares shall LP Units will be entitled at any time to require the Company Partnership to redeem redeem, on the fifth Business Day after the date on which the Retraction Request is received by the Partnership (at the holder’s discretion) “Retraction Date”), any or all of the Exchangeable Shares LP Units registered in the name of such holder for an amount per share Exchangeable LP Unit equal to the Exchangeable Share LP Unit Price applicable on the last Business Day prior to the Retraction Date (the “Retraction Price”), which price shall will be satisfied in full by the Company or CallCo, as applicable, delivering or Partnership causing to be delivered to such holder the Exchangeable Share Consideration representing the Retraction PriceLP Unit Consideration. A The holder of Exchangeable Shares must give notice of such request a requirement to redeem or purchase by presenting and surrendering to at the registered office of the Partnership or at any office of the Transfer Agent as may be specified by the Company Partnership by notice to the holders of Exchangeable LP Units the Exchangeable Shares, the Exchangeable Share Documents certificate or certificates representing the Exchangeable Shares LP Units that such the holder desires to have the Company redeem or CallCo purchase, as applicablePartnership redeem, together with (A) such other documents and instruments as may be required to effect a transfer of Exchangeable Shares LP Units under the BCBCA Limited Partnerships Act, the Partnership Agreement and these Articles, as applicable, together with such additional documents, documents and instruments and payments as the Transfer Agent or and the Company Partnership may reasonably require, and (B) together with a duly executed request statement (the “Retraction Request”) in the form of the Appendix attached Schedule A hereto or in such other form as may be acceptable to the Company:Partnership specifying that the holder desires to have all or any number specified therein of the Exchangeable LP Units represented by such certificate or certificates (the “Retracted LP Units”) redeemed by the Partnership.

Appears in 1 contract

Samples: Limited Partnership Agreement (Brookfield Property Partners L.P.)

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