Rights of Dissent. Registered Company Shareholders may exercise Dissent Rights with respect to the Company Shares held by such holders in connection with the Arrangement pursuant to and in the manner set forth in section 191 of the ABCA, as modified by the Interim Order and this Section 4.1. Dissenting Shareholders who duly exercise their Dissent Rights shall be deemed to have transferred the Company Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser (free and clear of all Liens) without any further act or formality at the effective time of Section 3.1(a) notwithstanding the provisions of section 191 of the ABCA, and if they: (a) ultimately are entitled to be paid the fair value for such Company Shares, they (i) shall be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(a)), (ii) shall be paid by the Purchaser the fair value of such Company Shares, which fair value shall be determined as of the close of business on the last Business Day before the Arrangement Resolution was adopted, and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Company Shares; or (b) ultimately are not entitled, for any reason, to be paid the fair value for such Company Shares, they shall be deemed to have participated in the Arrangement, commencing at the Effective Time, on the same basis as a non-dissenting holder of the Company Shares notwithstanding the provisions of section 191 of the ABCA, and such holder shall receive the Share Consideration for each Share Consideration Company Share and be paid the Cash Consideration for each Cash Consideration Company Share held by such holder on the basis set forth in Section 3.1(h) and Section 3.1(i), respectively.
Appears in 2 contracts
Samples: Arrangement Agreement (Crescent Point Energy Corp.), Arrangement Agreement (Hammerhead Energy Inc.)
Rights of Dissent. Registered Company Shareholders Holders of Shares or Options may exercise Dissent Rights rights of dissent with respect to such Shares or Options, as the Company Shares held by such holders in connection with the Arrangement case may be, pursuant to and in the manner set forth in section Section 191 of the ABCA, Act as modified by the Interim Order and this Section 4.13.1 in connection with the Arrangement; provided that, notwithstanding subsection 191(5) of the Act, the written objection to the Arrangement Resolution referred to in subsection 191(5) of the Act must be received by the Corporation not later than 2:00 p.m. (Calgary time) on the Business Day preceding the Shareholder Meeting. Dissenting Shareholders Holders of Shares or Options, as the case may be, who duly exercise such rights of dissent and who:
(a) are ultimately determined to be entitled to be paid fair value for their Dissent Rights Shares or Options, as the case may be, shall be deemed to have transferred such Shares or Options, as the Company Shares held by them and in respect case may be, as of which Dissent Rights have been validly exercised to the Purchaser (free and clear of all Liens) Effective Time, without any further act or formality at the effective time and free and clear of Section 3.1(a) notwithstanding the provisions all liens, claims and encumbrances, to Canco, in consideration for a payment of section 191 of the ABCA, and if they:
(a) ultimately are entitled cash from Canco equal to be paid the such fair value for such Company Shares, they (i) shall be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(a)), (ii) shall be paid by the Purchaser the fair value of such Company Shares, which fair value shall be determined as of the close of business on the last Business Day before the Arrangement Resolution was adopted, and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Company Sharesvalue; or
(b) are ultimately are determined not to be entitled, for any reason, to be paid the fair value for such Company Sharestheir Shares or Options, they as the case may be, shall be deemed to have participated in the Arrangement, commencing at as of the Effective Time, on the same basis as a non-dissenting holder of Shares or Options, as the Company case may be, who did not make an election and shall receive cash on the same basis as holders of Shares notwithstanding or Options in respect of which no election has been made, but in no case shall Acquiror, the provisions Corporation, Canco, Callco or any other person be required to recognize any holder of section 191 Shares or Options who exercises rights of dissent as a holder of Shares or Options after the ABCA, Effective Time and the names of each such holder shall receive be deleted from the Share Consideration for each Share Consideration Company Share and be paid register of holders of Shares or Options at the Cash Consideration for each Cash Consideration Company Share held by such holder on the basis set forth in Section 3.1(h) and Section 3.1(i), respectivelyEffective Time.
Appears in 2 contracts
Samples: Arrangement Agreement (Nabors Industries LTD), Arrangement Agreement (Nabors Industries LTD)
Rights of Dissent. (a) Registered Company Shareholders holders of Orko Shares may exercise rights of dissent (“Dissent Rights Rights”) with respect to the Company Shares held by such holders in connection with the Arrangement shares pursuant to and in the manner set forth in section 191 Section 237 to 247 of the ABCA, as modified by the Interim Order Business Corporations Act and this Section 4.1. 3.1 (the “Dissent Procedures”) in connection with the Arrangement; provided that, notwithstanding subsection 242(a) of the Business Corporations Act, the written objection to the Arrangement Resolution referred to in subsection 242(a) of the Business Corporations Act must be received by Orko not later than 5:00 p.m. (Vancouver time) on the business day that is two business days before the Meeting Date or any date to which the Orko Meeting may be postponed or adjourned and provided further that Dissenting Shareholders who duly exercise who:
(i) are ultimately entitled to be paid fair value for their Dissent Rights Orko Shares shall be deemed to have transferred such Orko Shares to Subco as of the Company Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser (free and clear of all Liens) Effective Time without any further act or formality at and free and clear of all liens, claims and encumbrances, in consideration for the effective time payment by Subco of Section 3.1(a) notwithstanding the provisions of section 191 of the ABCA, and if they:
(a) ultimately are entitled to be paid the fair value for such Company Sharesthereof, they (i) shall be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(a)), (ii) shall be paid by the Purchaser the fair value of such Company Shares, which fair value shall be determined as of the close of business on the last Business Day before the Arrangement Resolution was adopted, and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Company Sharescash; or
(bii) are ultimately are not entitled, for any reason, to be paid the fair value for such Company Shares, they their Orko Shares shall be deemed to have participated in the Arrangement, commencing at the Effective Time, Arrangement on the same basis as a non-dissenting holder of the Company Orko Shares notwithstanding the provisions of section 191 of the ABCA, and such holder shall receive the Share Consideration for each Share Consideration Company Share and be paid the Cash Consideration for each Cash Consideration Company Share held by such holder on the basis determined in accordance with Section 2.3(d); but in no case shall Subco, Orko or any other Person be required to recognize such Persons as holders of Orko Shares after the Effective Time, and the names of such Persons shall be deleted from the registers of holders of Orko Shares at the Effective Time.
(b) In addition to any other restrictions set forth in Section 3.1(hthe Business Corporations Act, none of the following shall be entitled to exercise Dissent Rights:
(i) and Section 3.1(i), respectivelyOrko Optionholders; and
(ii) Orko Shareholders who vote in favour of the Arrangement Resolution.
Appears in 1 contract
Rights of Dissent. (a) Registered Company Shareholders holders of ValGold Shares may exercise rights of dissent (“Dissent Rights Rights”) with respect to the Company Shares held by such holders in connection with the Arrangement shares pursuant to and in the manner set forth in section 191 Section 237 to 247 of the ABCA, as modified by the Interim Order BCBCA and this Section 4.1. 3.1 (the “Dissent Procedures”) in connection with the Arrangement; provided that, notwithstanding subsection 242(a) of the BCBCA, the written objection to the Arrangement Resolution referred to in subsection 242(a) of the BCBCA must be received by ValGold not later than 5:00 p.m. (Vancouver time) on the Business Day that is two business days before the Meeting Date or any date to which the ValGold Meeting may be postponed or adjourned and provided further that Dissenting Shareholders who duly exercise who:
(i) are ultimately entitled to be paid fair value for their Dissent Rights ValGold Shares shall be deemed to have transferred such ValGold Shares to Metalla as of the Company Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser (free and clear of all Liens) Effective Time without any further act or formality at and free and clear of all liens, claims and encumbrances, in consideration for the effective time payment by Metalla of Section 3.1(a) notwithstanding the provisions of section 191 of the ABCA, and if they:
(a) ultimately are entitled to be paid the fair value for such Company Sharesthereof, they (i) shall be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(a)), (ii) shall be paid by the Purchaser the fair value of such Company Shares, which fair value shall be determined as of the close of business on the last Business Day before the Arrangement Resolution was adopted, and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Company Sharescash; or
(bii) are ultimately are not entitled, for any reason, to be paid the fair value for such Company Shares, they their ValGold Shares shall be deemed to have participated in the Arrangement, commencing at the Effective Time, Arrangement on the same basis as a non-dissenting holder of the Company ValGold Shares notwithstanding the provisions of section 191 of the ABCA, and such holder shall receive the Share Consideration for each Share Consideration Company Share and be paid the Cash Consideration for each Cash Consideration Company Share held by such holder Metalla Shares on the basis determined in accordance with Section 2.3(b); but in no case shall Metalla, ValGold or any other Person be required to recognize such Persons as holders of ValGold Shares after the Effective Time, and the names of such Persons shall be deleted from the registers of holders of ValGold Shares at the Effective Time.
(b) In addition to any other restrictions set forth in Section 3.1(hthe BCBCA, none of the following shall be entitled to exercise Dissent Rights:
(i) and Section 3.1(i), respectivelyholders of ValGold Options;
(ii) holders of ValGold Warrants; and
(iii) ValGold Shareholders who vote in favour of the Arrangement Resolution.
Appears in 1 contract
Samples: Arrangement Agreement (Metalla Royalty & Streaming Ltd.)
Rights of Dissent. Registered Company Shareholders Holders of Abatis Shares may exercise Dissent Rights rights of dissent with respect to the Company Shares held by such holders in connection with the Arrangement shares pursuant to and in the manner set forth in section 191 190 of the ABCA, as modified by the Interim Order CBCA and this Section 4.1section 3.1 (the "DISSENT PROCEDURES") in connection with the Arrangement; provided that, notwithstanding subsection 190(5) of the CBCA, the written objection to the Arrangement Resolution referred to in subsection 190(5) of the CBCA must be received by Abatis not later than 5:00 p.m. (Vancouver time) on the last Business Day preceding the Meeting Date. Dissenting Shareholders Holders of Abatis Shares who duly exercise such rights of dissent and who:
(a) are ultimately entitled to be paid fair value for their Dissent Rights Abatis Shares shall be deemed to have transferred the Company such Abatis Shares held by them and in respect of which Dissent Rights have been validly exercised to Exchangeco, to the Purchaser (free and clear of all Liens) without any further act or formality at the effective time of Section 3.1(a) notwithstanding the provisions of section 191 of the ABCA, and if they:
(a) ultimately are entitled to be paid extent the fair value for such Company Shares, they (i) shall be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(a)), (ii) shall be therefor is paid by Exchangeco, and to Abatis, to the Purchaser extent the fair value therefor is paid by Abatis, and, in the case of Abatis Shares so transferred to Abatis, such Company Shares, which fair value shares shall be determined as of the close of business cancelled on the last Business Day before the Arrangement Resolution was adopted, and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Company SharesEffective Date; or
(b) are ultimately are not entitled, for any reason, to be paid the fair value for such Company Shares, they their Abatis Shares shall be deemed to have participated in the Arrangement, commencing at the Effective Time, Arrangement on the same basis as a non-dissenting holder of the Company Abatis Shares notwithstanding the provisions of section 191 of the ABCA, and such holder shall receive the Share Consideration for each Share Consideration Company Share and be paid the Cash Consideration for each Cash Consideration Company Share held by such holder Redback Common Shares on the basis set forth determined in Section 3.1(h) and Section 3.1(iaccordance with section 2.2(c), respectivelybut in no case shall Redback, Exchangeco, Newco, Abatis or any other Person be required to recognize such holders as holders of Abatis Shares after the Effective Time, and the names of such holders of Abatis Shares shall be deleted from the registers of holders of Abatis Shares at the Effective Time.
Appears in 1 contract
Rights of Dissent. Registered Company Shareholders (other than Qualifying Holdcos or Qualifying Holdco Shareholders) may exercise Dissent Rights with respect to the Company Shares held by such holders rights of dissent in connection with the Arrangement with respect to their Shares pursuant to and in the manner set forth in the Interim Order, section 191 190 of the ABCA, CBCA and this section 3.1 (the “Dissent Rights”) as the same may be modified by the Interim Order and this Section 4.1or the Final Order. Dissenting Shareholders who duly exercise their such Dissent Rights and who:
(a) are ultimately entitled to be paid fair value for their Shares shall be deemed to have transferred such Shares to Acquireco on the Company Shares held by them and Effective Date contemporaneously with the event described in respect of which Dissent Rights have been validly exercised to the Purchaser (free and clear of all Lienssection 2.3(a) without any further act or formality at the effective time and free and clear of Section 3.1(a) notwithstanding the provisions of section 191 of the ABCAall liens, claims and if they:
(a) ultimately are entitled encumbrances, with Acquireco being obligated to be paid the fair value for pay such Company Shares, they (i) shall be deemed not to have participated Shareholders in the transactions in Article 3 (other than Section 3.1(a)), (ii) shall be paid by the Purchaser consideration therefor the fair value of such Company Shares, which fair value value, notwithstanding anything to the contrary in the CBCA, if permitted by the Court, shall be determined as of the close of business on the last Business Day before the Arrangement Resolution was adoptedEffective Time, and (iii) the name of each such Shareholder will not be entitled removed from the register of holders of Shares and Acquireco will be recorded as the registered holder of the Shares so transferred and will be deemed to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect legal and beneficial owner of such Company SharesShares free and clear of any liens, claims or encumbrances; or
(b) ultimately are not entitled, for any reason, reason are ultimately not entitled to be paid the fair value for such Company Shares, they their Shares shall be deemed to have participated in the Arrangement, commencing at the Effective Time, Arrangement on the same basis as a any non-dissenting holder of Shareholder who is not a Qualifying Holdco or Qualifying Holdco Shareholder as at and from the Company Shares notwithstanding the provisions of section 191 of the ABCAEffective Time, and such holder shall receive the Share Consideration for each Share Consideration Company Share and be paid the Cash Consideration for each Cash Consideration Company Share held by such holder on the basis set forth in Section 3.1(h) and Section 3.1(ideemed to have transferred their Shares to Acquireco under section 2.3(a), respectivelybut in no case shall the Corporation, Acquireco or any other Person be required to recognize such Shareholders as holders of Shares after the Effective Time, and the names of such Shareholders shall be deleted from the register of Shareholders at the Effective Time.
Appears in 1 contract
Rights of Dissent. (a) Registered Company Shareholders holders of Orko Shares may exercise rights of dissent (“Dissent Rights Rights”) with respect to the Company Shares held by such holders in connection with the Arrangement shares pursuant to and in the manner set forth in section 191 Section 237 to 247 of the ABCA, as modified by the Interim Order Business Corporations Act and this Section 4.1. 3.1 (the “Dissent Procedures”) in connection with the Arrangement; provided that, notwithstanding subsection 242(a) of the Business Corporations Act, the written objection to the Arrangement Resolution referred to in subsection 242(a) of the Business Corporations Act must be received by Orko not later than 5:00 p.m. (Vancouver time) on the business day that is two business days before the Meeting Date or any date to which the Orko Meeting may be postponed or adjourned and provided further that Dissenting Shareholders who duly exercise who:
(i) are ultimately entitled to be paid fair value for their Dissent Rights Orko Shares shall be deemed to have transferred such Orko Shares to Subco as of the Company Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser (free and clear of all Liens) Effective Time without any further act or formality at and free and clear of all liens, claims and encumbrances, in consideration for the effective time payment by Subco of Section 3.1(a) notwithstanding the provisions of section 191 of the ABCA, and if they:
(a) ultimately are entitled to be paid the fair value for such Company Sharesthereof, they (i) shall be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(a)), (ii) shall be paid by the Purchaser the fair value of such Company Shares, which fair value shall be determined as of the close of business on the last Business Day before the Arrangement Resolution was adopted, and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Company Sharescash; or
(bii) are ultimately are not entitled, for any reason, to be paid the fair value for such Company Shares, they their Orko Shares shall be deemed to have participated in the Arrangement, commencing at the Effective Time, Arrangement on the same basis as a non-dissenting holder of the Company Orko Shares notwithstanding the provisions of section 191 of the ABCA, and such holder shall receive the Share Consideration for each Share Consideration Company Share and be paid the Cash Consideration for each Cash Consideration Company Share held by such holder on the basis determined in accordance with Section 2.3(c); but in no case shall Subco, Orko or any other Person be required to recognize such Persons as holders of Orko Shares after the Effective Time, and the names of such Persons shall be deleted from the registers of holders of Orko Shares at the Effective Time.
(b) In addition to any other restrictions set forth in Section 3.1(h) and Section 3.1(i)the Business Corporations Act, respectivelyOrko Shareholders who vote in favour of the Arrangement Resolution shall not be entitled to exercise Dissent Rights.
Appears in 1 contract