Rights of Dissent. Holders of Meta Shares may exercise rights of dissent with respect to those Meta Shares pursuant to, and (except as expressly indicated to the contrary in this Section 3.1), in the manner set forth in, Section 185 of the OBCA and this Section 3.1 in connection with the Arrangement (the “Dissent Rights”); provided that, notwithstanding Section 185(6) of the OBCA, the written objection to the resolution approving the Arrangement referred to in Section 185(6) of the OBCA must be received by Meta not later than 5:00 p.m. (Toronto time) on the second Business Day before the Meta Meeting; and provided further that, notwithstanding the provisions of Section 185 of the OBCA, Meta Shareholders who duly exercise Dissent Rights and who have not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights and who:
(a) ultimately are determined to be entitled to be paid fair value for their Meta Shares, which fair value, notwithstanding anything to the contrary contained in Section 185 of the OBCA, shall be determined as of the Exchange Time, shall be deemed to have transferred those Meta Shares as of the Exchange Time at the fair value of the Meta Shares determined as of the Exchange Time in accordance with Section 2.2(a), without any further act or formality and free and clear of all Encumbrances, to Meta and shall not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holder not exercised their Dissent Rights in respect of such Meta Shares; or
(b) ultimately are determined not to be entitled, for any reason, to be paid fair value for their Meta Shares, shall be deemed to have participated in the Arrangement on the same basis as a holder of Meta Shares who has not exercised Dissent Rights and shall be deemed to have elected to receive, and shall receive, the consideration provided in Section 2.3(c), but in no case shall Meta, RTO Acquiror, Canco, the Depositary or any other person be required to recognize any such holder as a holder of Meta Shares after the Exchange Time, and the names of each such holder shall be deleted from the register of holders of Meta Shares at the Exchange Time.
Rights of Dissent. Holders of the Company Common Stock may exercise rights of dissent with respect to such shares pursuant to and in the manner set forth in section 190 of the CBCA and this Section 3.1 (the "DISSENT RIGHTS") 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 the Company not later than 5:00 p.m. (Toronto time) on the Business Day preceding the Company Meeting. Holders of the Company Common Stock who duly exercise such rights of dissent and who:
(a) are ultimately determined to be entitled to be paid fair value for their Company Common Stock shall be deemed to have transferred such Company Common Stock to the Purchaser in accordance with Section 2.2(b) hereof to the extent the fair value therefor is paid by the Purchaser; or
(b) are ultimately determined not to be entitled, for any reason, to be paid fair value for their Company Common Stock shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of the Company Common Stock and shall receive from the Purchaser the Cash Consideration on the basis determined in accordance with, Section 2.2(a) hereof; but in no case shall Parent, the Purchaser, the Company or any other Person be required to recognize such holders as holders of Company Common Stock after the Effective Time, and the names of such holders of Company Common Stock shall be deleted from the registers of holders of Company Common Stock at the Effective Time,
Rights of Dissent. Each registered holder of Class A Shares and Class B Shares may exercise dissent rights with respect to any Class A Shares or Class B Shares held by such holder (the Dissent Rights) in connection with the Arrangement pursuant to and in the manner set forth in Section 185 of the OBCA, as modified by the Interim Order and this Section 3.1, provided that, notwithstanding subsection 185(6) of the OBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6) of the OBCA must be received by the Corporation not later than 5:00 p.m. (Toronto time) on the date that is two (2) Business Days immediately preceding the date of the Meeting (as it may be adjourned or postponed from time to time). Each Dissenting Holder that duly exercises such holder’s Dissent Rights shall be deemed to have transferred the Class A Shares and Class B Shares held by such holder and, in respect of which Dissent Rights have been validly exercised, to the Purchaser free and clear of all Liens (other than the right to be paid fair value for such Class A Shares or Class B Shares, as the case may be, as set out in this Section 3.1), as provided in Section 2.3(a) and if they:
(a) ultimately are entitled to be paid fair value for such Class A Shares or Class B Shares, as the case may be: (i) shall be deemed not to have participated in the transactions in Article
Rights of Dissent. Each Buyco Securityholder may exercise Dissent Rights with respect to his Buyco securityholdings pursuant to and in the manner set forth in Sections 237 to 247 of the BCBCA, Article 6 of the Arrangement Agreement, and this Section 3.1 (the “Dissent Procedures”) in connection with the Arrangement, provided that, notwithstanding Subsection 242(1)(a) of the BCBCA, the written objection to the Arrangement Resolution referred to in Subsection 242(1)(a) of the BCBCA must be received by Buyco not later than 5:00 p.m. (Vancouver Time) on the last Business Day preceding the Buyco Meeting Date. Each Buyco Securityholder who duly exercises such Dissent Rights and who is ultimately:
(a) entitled to be paid fair value for his Buyco Shares, shall be deemed to have transferred such Buyco Shares to Buyco as of the Effective Time without any further act or formality and free and clear of all liens, claims and encumbrances, in consideration for the payment by Buyco of the fair value thereof, in cash; or
(b) not entitled, for any reason, to be paid fair value for his Buyco Shares, shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting Buyco Securityholder and shall receive Subco-RI Shares on the basis determined in accordance with Section 2.3(5); but in no case shall Buyco or any other Person be required to recognize each such holder as a Buyco Securityholder after the Effective Time, and the name of each such Buyco Securityholder duly exercising Dissent Rights shall be removed from the central securities register of Buyco at the Effective Time.
Rights of Dissent. Holders of Shares or Options may exercise rights of dissent with respect to such Shares or Options, as the case may be, pursuant to and in the manner set forth in Section 191 of the Act as modified by the Interim Order and this Section 3.1 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. 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 Shares or Options, as the case may be, shall be deemed to have transferred such Shares or Options, as the case may be, as of the Effective Time, without any further act or formality and free and clear of all liens, claims and encumbrances, to Canco, in consideration for a payment of cash from Canco equal to such fair value; or
(b) are ultimately determined not to be entitled, for any reason, to be paid fair value for their Shares or Options, as the case may be, shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Shares or Options, as the case may be, who did not make an election and shall receive cash on the same basis as holders of Shares or Options in respect of which no election has been made, but in no case shall Acquiror, the Corporation, Canco, Callco or any other person be required to recognize any holder of Shares or Options who exercises rights of dissent as a holder of Shares or Options after the Effective Time and the names of each such holder shall be deleted from the register of holders of Shares or Options at the Effective Time.
Rights of Dissent. Registered Shareholders may exercise dissent rights with respect to the Common Shares held by such holders (“Dissent Rights”) in connection with the Arrangement pursuant to and in the manner set forth in Section 185 of the OBCA, as modified by the Interim Order and this Section 3.1; provided that, notwithstanding subsection 185(6) of the OBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6) of the OBCA must be received by the Company not later than 5:00 p.m. two Business Days immediately preceding the date of the Company Meeting (as it may be adjourned or postponed from time to time). Dissenting Holders who duly exercise their Dissent Rights shall be deemed to have transferred the Common Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens, as provided in Section 2.3(g), and if they:
(a) ultimately are entitled to be paid fair value for such Common Shares: (i) shall be deemed not to have participated in the transactions in Article 2 (other than Section 2.3(g)); (ii) will be entitled to be paid the fair value of such Common Shares, which fair value, notwithstanding anything to the contrary contained in Part XIV of the OBCA, shall be determined as of the close of business on the 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 Common Shares; or
(b) ultimately are not entitled, for any reason, to be paid fair value for such Common Shares, shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Common Shares as provided for in Section 2.3(h) of this Plan of Arrangement.
Rights of Dissent. TIN Shareholders shall be entitled to exercise dissent rights (“Dissent Rights”) with respect to the TIN Shares pursuant to and in the manner set forth in Sections 185 of the OBCA as modified by the Interim Order and this section 4, but provided that, notwithstanding Section 185 of the OBCA, TIN Shareholders wishing to exercise Dissent Rights shall have delivered to TIN written objection to the Arrangement by 4:00 p.m. (Toronto time) at least two Business Days prior to the date of the TIN Meeting and shall otherwise comply with Sections 185 of the OBCA (the “Dissent Procedures”). If the Arrangement is concluded, a Dissenting Shareholder shall be entitled to be paid by TIN, the fair value of the TIN Shares held by such Dissenting Shareholder in respect of which such Dissenting Shareholder dissents in accordance with the Dissent Procedures, provided that any such Dissenting Shareholder who exercises such Dissent Rights and who:
(a) is ultimately entitled to be paid fair value for its TIN Shares, shall be deemed pursuant to section 3(a)(i) hereof to have transferred its TIN Shares to TIN for cancellation, and shall not be entitled to any other payment or consideration, including any payment or consideration under the Arrangement to which such Dissenting Shareholder would have been entitled had it not exercised its Dissent Rights; or
(b) is for any reason ultimately not entitled to be paid the fair value for its TIN Shares, shall be deemed to have participated in the Arrangement as of the Effective Time on the same terms and as a non-dissenting TIN Shareholder and shall be issued only the same consideration which a TIN Shareholder is entitled to receive under the Arrangement as if such Dissenting Shareholder would not have exercised Dissent Rights. In no case shall Elementos, TIN or any other Person be required to recognize Dissenting Shareholders as a TIN Shareholder at and after the Effective Time, and the names of such Dissenting Shareholders shall be removed from the shareholder register of TIN at the Effective Time and cancelled.
Rights of Dissent. 5.1 Notwithstanding Section 3.1, holders of Target Shares may exercise rights of dissent (the "Dissent Rights") in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in sections 242 to 247 of the BCBCA (collectively, the "Dissent Procedures").
5.2 Target Shareholders who duly exercise Dissent Rights with respect to their Target Shares ("Dissenting Shares") and who:
(a) are ultimately entitled to be paid fair value for their Dissenting Shares will be deemed to have transferred their Dissenting Shares to Target for cancellation immediately before the Effective Date; or
(b) for any reason are ultimately not entitled to be paid for their Dissenting Shares, will be deemed to have participated in the Arrangement on the same basis as a non-dissenting Target Shareholder and will receive Purchaser Shares on the same basis as every other non-dissenting Target Shareholder; but in no case will Target be required to recognize such persons as holding Target Shares on or after the Effective Date.
5.3 If a Target Shareholder exercises the Dissent Right, Purchaser will on the Effective Date set aside a number of Purchaser Shares which is attributable under the Arrangement to the Target Shares for which Dissent Rights have been exercised. If the dissenting Target Shareholder is ultimately not entitled to be paid for their Dissenting Shares, they will be deemed to have participated in the Arrangement on the same basis as the non-dissenting Target Shareholders and Purchaser will distribute to such Target Shareholder the Purchaser Shares that the Target Shareholder is entitled to receive pursuant to the terms of the Arrangement. If a Target Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, Purchaser will pay the amount to be paid in respect of the Dissenting Shares.
Rights of Dissent. Pursuant to the Interim Order, each registered Zazu Shareholder may exercise rights of dissent ("Dissent Rights") under Section 190 of the CBCA as modified by this Article 4 as the same may be modified by the Interim Order or the Final Order in respect of the Arrangement, provided that the written objection to the Arrangement Resolution contemplated by Section 190(5) of the CBCA must be sent to and received by Zazu not later than 5:00 p.m. (Eastern time) on the Business day immediately preceding the date of the Zazu Meeting or any date to which the Zazu Meeting may be postponed or adjourned. Zazu Shareholders who duly exercise such rights of dissent and who:
(a) are ultimately determined to be entitled to be paid fair value from Zazu, for the Dissenting Shares in respect of which they have exercised Dissent Rights, will be deemed to have irrevocably transferred such Dissenting Shares to Zazu pursuant to Section 3.1(a) in consideration of such fair value; or
(b) are ultimately not entitled, for any reason, to be paid fair value for the Dissenting Shares in respect of which they have exercised Dissent Rights, will be deemed to have participated in the Arrangement on the same basis as a Zazu Shareholder who has not exercised Dissent Rights, as at and from the time specified in Section 3.1(a) and be entitled to receive only the consideration set forth in Section 3.1(c); but in no case will Zazu or Solitario or any other person be required to recognize such holders as holders of Zazu Shares after the completion of the steps set forth in Section 3.1, and each Dissenting Zazu Shareholder will cease to be entitled to the rights of a Zazu Shareholder in respect of the Zazu Shares in relation to which such Dissenting Zazu Shareholder has exercised Dissent Rights and the central securities register of Zazu will be amended to reflect that such former holder is no longer the holder of such Zazu Shares as and from the completion of the steps in Section 3.1.
Rights of Dissent. Holders of Limited Voting Shares may exercise dissent rights (“Dissent Rights”) in connection with the Arrangement in accordance with Section 185 of the OBCA, the Interim Order and this Section 4.1; provided that, notwithstanding Subsection 185(6) of the OBCA, the written objection to the Arrangement Resolution referred to in Subsection 185(6) of the OBCA must be received by Four Seasons not later than 5:00 p.m. (Toronto time) on the Business Day immediately preceding the date of the Four Seasons Meeting. Dissenting Shareholders shall be deemed to have transferred Limited Voting Shares held by them to Purchaser, as provided in Section 3.1(g), and if ultimately determined not to be entitled, for any reason, to be paid fair value for their Limited Voting Shares shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Limited Voting Shares. In no case shall Purchaser, Four Seasons or any other person be required to recognize such holders as holders of Limited Voting Shares after the completion of the step contemplated by Section 3.1(g).
