Retraction. Any holder of Series 2 Special Shares shall be entitled to require the Company to redeem, subject to the requirements of the Business Corporations Act (British Columbia), at any time or times all or any of the Series 2 Special Shares registered in the name of such holder on the books of the Company by tendering to the Company at the registered office of the Company a share certificate or certificates representing the Series 2 Special Shares which the registered holder desires to have the Company redeem together with a notice in writing specifying (i) that the registered holder desires to have the Series 2 Special Shares represented by such certificate or certificates redeemed by the Company and (ii) the business day (“Retraction Date”) on which the holder desires to have the Company redeem such Series 2 Special Shares. The Retraction Date shall not be less than 30 days after the day on which the notice in writing is given to the Company without the consent of the Company. Upon receipt of a share certificate or certificates representing the Series 2 Special Shares which the registered holder desires to have the Company redeem together with such notice, the Company shall on the Retraction Date redeem such Series 2 Special Shares, by paying to such registered holder the Redemption Amount for each such Special Preferred Share being redeemed. Such payment shall be made by a promissory note or a cheque payable at par at any branch of the Company’s bankers for the time being in Canada. If less than all of the Series 2 Special Shares represented by any certificate are redeemed, the holder shall be entitled to receive a new certificate for that number of Series 2 Special Shares represented by the original certificate or certificates which are not redeemed. The said Series 2 Special Shares shall be redeemed on the Retraction Date and from and after the Retraction Date the holder of such shares shall cease to be entitled to dividends and shall not be entitled to exercise any of the rights of holders of Series 2 Special Shares in respect thereof unless payment of the Redemption Amount is not made on the Retraction Date, in which event the rights of the holder of the Series 2 Special Shares shall remain unaffected.
Appears in 2 contracts
Samples: Arrangement Agreement (Rubicon Minerals Corp), Arrangement Agreement (Rubicon Minerals Corp)
Retraction. Any holder of Series 2 1 Special Shares shall be entitled to require the Company to redeem, subject to the requirements of the Business Corporations Act (British Columbia), at any time or times all or any of the Series 2 1 Special Shares registered in the name of such holder on the books of the Company by tendering to the Company at the registered office of the Company a share certificate or certificates representing the Series 2 1 Special Shares which the registered holder desires to have the Company redeem together with a notice in writing specifying (i) that the registered holder desires to have the Series 2 1 Special Shares represented by such certificate or certificates redeemed by the Company and (ii) the business day (“Retraction Date”) on which the holder desires to have the Company redeem such Series 2 1 Special Shares. The Retraction Date shall not be less than 30 days after the day on which the notice in writing is given to the Company without the consent of the Company. Upon receipt of a share certificate or certificates representing the Series 2 1 Special Shares which the registered holder desires to have the Company redeem together with such notice, the Company shall on the Retraction Date redeem such Series 2 1 Special Shares, by paying to such registered holder the Redemption Amount for each such Special Preferred Share being redeemed. Such payment shall be made by a promissory note or a cheque payable at par at any branch of the Company’s bankers for the time being in Canada. If less than all of the Series 2 1 Special Shares represented by any certificate are redeemed, the holder shall be entitled to receive a new certificate for that number of Series 2 1 Special Shares represented by the original certificate or certificates which are not redeemed. The said Series 2 1 Special Shares shall be redeemed on the Retraction Date and from and after the Retraction Date the holder of such shares shall cease to be entitled to dividends and shall not be entitled to exercise any of the rights of holders of Series 2 1 Special Shares in respect thereof unless payment of the Redemption Amount is not made on the Retraction Date, in which event the rights of the holder of the Series 2 1 Special Shares shall remain unaffected.
Appears in 2 contracts
Samples: Arrangement Agreement (Rubicon Minerals Corp), Arrangement Agreement (Rubicon Minerals Corp)
Retraction. Any 4.1 Subject to the Act, a holder of Class A Preference Series 2 Special 1 Shares shall be entitled to require the Company Corporation to redeem, subject to redeem the requirements whole or any part of the Business Corporations Act (British Columbia), at any time or times all or any of the Class A Preference Series 2 Special 1 Shares registered in the name of such the holder on the books of the Company by tendering Corporation.
4.2 A holder of Class A Preference Series 1 Shares to be redeemed shall tender to the Company Corporation at the its registered office of the Company a share certificate or certificates representing the Series 2 Special Shares which the registered holder desires to have the Company redeem together with a notice request in writing specifying (i) that the registered holder desires to have the whole or any part of the Class A Preference Series 2 Special 1 Shares represented by such certificate or certificates registered in his name redeemed by the Company and Corporation, (ii) the business day (“Retraction Date”) on number of Class A Preference Series 1 Shares which the holder desires to have the Company redeem such Series 2 Special Shares. The Retraction Date Corporation redeem, and (iii) the business day, which shall not be less than 30 days after the day on which the notice request in writing is given to the Company without Corporation, on which the consent of holder desires to have the Company. Upon receipt of a Corporation redeem the shares (the "retraction date"), together with the share certificate or certificates certificates, if any, representing the Class A Preference Series 2 Special 1 Shares which the registered holder desires to have the Company redeem together with such noticeCorporation redeem.
4.3 The Corporation shall, the Company shall on receipt of a request and share certificates, on the Retraction Date retraction date, redeem such Series 2 Special Shares, the shares by paying to such the registered holder $15.00 per Class A Preference Series 1 Share together with all declared and unpaid dividends (if any) thereon up to the Redemption Amount date fixed for each such Special Preferred Share being redeemedredemption. Such This payment shall be made by a promissory note or a cheque payable at par at any branch in Canada of one of the Company’s Corporation's bankers for the time being in Canadabeing. If less than all a part only of the Class A Preference Series 2 Special 1 Shares represented by any certificate are certificates is redeemed, the holder shall be entitled to receive a new certificate for that number of Series 2 Special Shares represented the balance shall be issued by the original certificate or certificates which are not redeemed. Corporation.
4.4 The said Class A Preference Series 2 Special 1 Shares shall be redeemed on the Retraction Date retraction date and from and after that date the Retraction Date the holder of such shares shall cease to be entitled to dividends and their holders shall not be entitled to exercise any of the rights of holders of Series 2 Special Shares shareholders in respect thereof of the shares, unless payment of the Redemption Amount redemption price is not made on the Retraction Dateretraction date, in which event case the rights of the holder holders of the Series 2 Special Shares shares shall remain unaffected.
Appears in 2 contracts
Samples: Amalgamation Agreement (Genterra Inc), Amalgamation Agreement (Genterra Inc)
Retraction. The Class E Special Shares are retractable as follows:
(i) Any holder of Series 2 Class E Special Shares shall be entitled to require the Company Corporation to redeem, subject to the requirements of the Business Corporations Act (British Columbia), at any time or times and from time to time, all or any of the Series 2 Class E Special Shares registered in the name of such holder on (such share or shares are referred to as the books of "Retracted Share" or "Retracted Shares" as the Company by tendering case may be);
(ii) A Certificate or Certificates for the Retracted Shares, endorsed for transfer to the Company Corporation, shall be tendered to the Corporation at the registered office of the Company a share certificate or certificates representing the Series 2 Special Shares which the registered holder desires to have the Company redeem Corporation together with a notice in writing specifying (i) specifying: aa. that the registered holder desires to have the Series 2 Class E Special Shares represented by such certificate certificate(s) redeemed, or certificates the number of shares which the holder desires to have redeemed if such number is less than the total number of shares represented by the Company certificate(s); and (ii) bb. the business day (“"Retraction Date”") on which the holder desires to have the Company Corporation redeem such Series 2 Special Shares. shares;
(iii) The Retraction Date shall not not, without the consent in writing of the Corporation, be less than 30 days after the day on which the notice in writing is given to the Company without Corporation;
(iv) The Corporation shall redeem the consent of the Company. Upon receipt of a share certificate or certificates representing the Series 2 Special Retracted Shares which the registered holder desires to have the Company redeem together with such notice, the Company shall on the Retraction Date redeem such Series 2 Special Shares, by paying to such registered holder Date;
(v) The retraction price shall be the Redemption Amount for each such Special Preferred Share being redeemed. Such payment shall be made by a promissory note or a cheque payable at par at any branch of the Company’s bankers for the time being in Canada. one ($1) dollar per share.
(vi) If less than all of the Series 2 Class E Special Shares represented by any certificate are redeemed, the registered holder shall be entitled to receive a new certificate for that the number of Series 2 Special Shares shares represented by the original certificate or certificates which are not redeemed. The said Series 2 Special Shares shall be redeemed on the Retraction Date and from ;
(vii) From and after the Retraction Date Date, the holder holders of such shares the Retracted Shares shall cease to be entitled to dividends and shall not be entitled to exercise any of the rights of holders of Series 2 Special Shares shareholders in respect thereof of the Retracted Shares unless the Corporation has defaulted on payment of the Redemption Amount is not made on the Retraction Date, in which event the rights of the holder of the Series 2 Special Shares shall remain unaffectedAmount.
Appears in 1 contract
Samples: Incorporation Agreement