Spinco Ownership. (a) Acquiror covenants in favour of Spinco that, from and after the Effective Time until the second anniversary of the Effective Date, it and its affiliates will not, without the express advance written approval of the board of directors of Spinco, acquire or propose to acquire or otherwise obtain or propose to obtain a right to acquire or to control any securities of Spinco that would result in Acquiror and its affiliates having a Pro Rata Interest in excess of 19.9%; provided that this Section 5.8(a) shall cease to apply in the event that Spinco (a) publicly announces its intention to agree to a merger, amalgamation, arrangement or direct or indirect sale of all or substantially all of the assets of Spinco and its subsidiaries, taken as a whole, or any similar transaction, with or to a person other than Acquiror, its affiliates or any person acting jointly or in concert with Acquiror or its affiliates in respect of such transaction (a “Third Party”) which, if consummated in accordance with its terms, would result in Persons who immediately prior to the consummation of such transaction were shareholders of Spinco holding less than 50% of the voting securities of the resulting or transferee corporation or entity, or (b) enters into an agreement with a Third party pursuant to which Spinco agrees to support and recommend a take-over bid by such Third Party (or an affiliate or agent of such Third Party).
(b) If immediately following the Effective Time the Acquiror and its affiliates hold or are entitled to receive Spinco Shares and Spinco Convertible Securities that would result in Acquiror and its affiliates having a Pro Rata Interest in excess of 19.9%, it will, or will cause its affiliate to:
(i) within 90 days of the date the Spinco Shares begin trading on the TSX or TSX Venture Exchange, as applicable (the “Required Sale Date”), sell in an orderly fashion such number of Spinco Shares and/or Spinco Convertible Securities (the “Excess Securities”) as would, after giving effect to the sale of such Excess Securities, reduce Acquiror’s and its affiliates’ Pro Rata Interest to an amount that is not in excess of 19.9%, provided that prior to making any block sale trades, Acquiror shall provide notice to Spinco that it or its affiliate intends to make a block sale trade at a specified price and if within five (5) Business Days of receiving such notice, Spinco identifies a buyer that is willing to purchase all but not less than all of such block of Excess Securit...
Spinco Ownership. Acquiror covenants in favour of Spinco that, prior to the second anniversary of the Effective Date, it and its affiliates will not, without the express advance written approval of the board of directors of Spinco, acquire or propose to acquire or otherwise obtain or propose to obtain a right to acquire or to control any securities of Spinco in excess of a 9.9% interest. If immediately following the Effective Time the Acquiror and its affiliates hold or are entitled to receive more than 9.9% of the outstanding Spinco Shares, it will, or will cause its affiliate to:
(a) within 90 days of the date the Spinco Shares begin trading on the TSX Venture Exchange (the "Required Sale Date"), sell in an orderly fashion all of the Spinco Shares that it holds in excess of 9.9% of the outstanding Spinco Shares (the "Excess Shares"), provided that prior to making any block sale trades, Acquiror shall provide notice to Spinco that it or its affiliate intends to make a block sale trade at a specified price and if within five Business Days of receiving such notice, Spinco identifies a buyer that is willing to purchase all but not less than all of such block of Spinco Shares at a price that is at least equal to such specified price, Acquiror shall, or shall cause its affiliate to, sell such Spinco Shares to the buyer identified by Spinco within such five Business Day period or such later time frame as Acquiror and such buyer may agree; and
(b) if Acquiror and its affiliates have not sold the Excess Shares by the Required Sale Date, Acquiror shall be required to sell, or shall be required to cause its affiliate to sell such Excess Shares into the market or otherwise at the direction of Spinco at the lesser of the fair market value determined by the directors of Spinco under section 4(c) of the Plan of Arrangement and the current trading price of the Spinco Shares on the TSX Venture Exchange. If the Effective Date occurs, this Section 5.11 shall survive the termination of this Agreement.
