Marathon Shares definition
Examples of Marathon Shares in a sentence
Marathon and CallCo will in good faith expeditiously take all such actions and do all such things as are necessary to cause all Marathon Shares (or other securities into which Marathon Shares may be reclassified or changed as contemplated by Section 2.6 hereof) to be delivered hereunder to be listed, quoted or posted for trading on the stock exchange or quotation system on which such securities are principally listed, quoted or posted for trading at such time.
Marathon is authorized to issue an unlimited number of Marathon Shares.
All such Marathon Shares shall be free and clear of any lien, claim, encumbrance, security interest or adverse claim or interest.
Notwithstanding anything contained in this Agreement, including, without limitation, Article 5, no Beneficiary (or the Trustee as trustee for and on behalf of, and for the use and benefit of a Beneficiary) shall be entitled to, and Marathon and CallCo will not deliver, fractions of Marathon Shares.
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.
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.
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).
Where the application of the provisions of this Agreement, including, without limitation, Article 5, would otherwise result in a Beneficiary (or the Trustee, on behalf of the Beneficiary) receiving a fraction of a Marathon Share the Beneficiary (or the Trustee on behalf of the Beneficiary) shall be entitled to receive the nearest whole 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.
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).