Examples of Marathon Shares in a sentence
If the Arrangement is concluded, a Marathon Shareholder who exercises Dissent Rights in strict compliance with the Dissent Procedures shall be entitled to be paid by Marathon the fair value of the Marathon Shares held by such Dissenting Marathon Shareholder in respect of which such Dissenting Marathon Shareholder dissents, determined as provided for in the CBCA, as modified by the Interim Order and this section 4.
All such Marathon Shares shall be free and clear of any lien, claim, encumbrance, security interest or adverse claim or interest.
Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be the holder of the Marathon Shares delivered to it pursuant to the Exchange Rights.
Marathon is authorized to issue an unlimited number of Marathon Shares.
AcquisitionCo, Marathon and the Depositary shall be entitled to deduct and withhold from any dividend or consideration otherwise payable to any holder of Common Shares, Marathon Shares or Exchangeable Shares such amounts as Western, AcquisitionCo, Marathon or the Depositary is required to deduct and withhold with respect to such payment under the ITA, the United States Internal Revenue Code of 1986 or any provision of federal, provincial, territorial, state, local or foreign tax law.
In no case shall Stillwater, AquireCo, Marathon or Marathon Gold be required to recognize Dissenting Marathon Shareholders or a Dissenting Marathon Shareholder at and after the Effective Time as a legal or beneficial holder of Marathon Shares for any purpose, and the names of such Dissenting Marathon Shareholders shall be removed from the share register of Marathon at the Effective Time.
Upon delivery to the Trustee of such Marathon Shares, the Trustee shall deliver such Marathon Shares to such Beneficiary (or to such other persons, if any, properly designated by such Beneficiary).
Marathon and CallCo hereby represent, warrant and covenant that the Marathon Shares issuable as described herein will be duly authorized and validly issued as fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance.
Marathon, CallCo and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Marathon Shares such amounts as Marathon, CallCo or the Trustee is required to deduct and withhold with respect to such payment under the Tax Act or any provision of provincial, local or foreign tax law, in each case as amended or succeeded.
The purchase price for each such Exchangeable Share so purchased may be satisfied only by Marathon or CallCo, as applicable, delivering or causing to be delivered to the Trustee, on behalf of the relevant Beneficiary, that number of Marathon Shares equal to the Exchange Ratio as at the Business Day prior to the Liquidation Event Effective Time, such purchase price to be paid in accordance with Section 5.12(d) (but less any amounts withheld pursuant to Section 5.13).