New FSV definition
Examples of New FSV in a sentence
Outside and not as part of this Plan of Arrangement, the articles of: (a) Colliers may be restated to reflect the amendments made thereto pursuant to this Plan of Arrangement and such amended and restated articles may be filed by Colliers with the Director pursuant to the OBCA; and (b) New FSV may be restated to reflect the amendments made thereto pursuant to this Plan of Arrangement and such amended and restated articles may be filed by New FSV with the Director pursuant to the OBCA.
Each of FirstService, New FSV and Colliers (and their transfer agents on their behalf) shall be entitled to deduct and withhold from amounts payable under this Plan of Arrangement such amounts as each of FirstService, New FSV and Colliers (and their transfer agents on their behalf) is required to deduct and withhold with respect to such payment under the Tax Act or any provision of any applicable federal, provincial, territorial, state, local or foreign tax law.
FirstService may enter into indemnification agreements with each of the persons who are directors and officers of New FSV or FSV Holdco effective as at the Effective Date, providing for indemnification of such directors and officers in accordance with the provisions of Section 9.3.
The rights and obligations of the Parties, the Colliers Indemnified Parties and the New FSV Indemnified Parties under Article 9 hereunder shall, subject to the provisions of Section 12.23, survive the termination of this Agreement.
In furtherance of the foregoing, neither FirstService nor any Affiliate of FirstService shall be entitled to participate in the defense of, or share in any proceeds, settlements, judgments or awards resulting from, nor shall it bear any responsibility with respect to any costs, expenses or Liabilities associated with any New FSV Litigation.
In making any such claims on behalf of New FSV or its Affiliate, as the case may be, Colliers shall exercise the same degree of diligence as it would normally exercise in connection with insurance claims made on its own behalf.
FirstService hereby acknowledges and agrees that New FSV and FSV Holdco have a proprietary interest in the New FSV Information and that the same is of value to New FSV, FSV Holdco and their Affiliates and that use or disclosure of the New FSV Information contrary to the terms of this Agreement would cause irreparable harm to New XXX, XXX Xxxxxx xxx xxxxx Xxxxxxxxxx.
FirstService’s shareholders would receive one New FSV Multiple Voting Share or Subordinate Voting Share for each FirstService Multiple Voting Share or Subordinate Voting Share held, respectively.
Nothing in this Agreement shall impair any of the rights of any directors or officers of FirstService, Colliers, New FSV or FSV Holdco, or any of their respective Affiliates, to seek indemnification under any certificate of incorporation or by-laws of FirstService or any of its predecessors or Affiliates, or under any indemnification agreements, arising out of or relating to actions or inactions of such directors or officers prior to the Reorganization Time.
Any return premium under the Current Insurance Arrangements associated with Colliers and New FSV each obtaining their own directors' and officers' liability coverage as provided above shall be applied to offset the premium associated with extending the time period to provide notice of a claim under the Current Insurance Arrangements as contemplated in subsection 4.3 (b) below.