Trizec Canada definition
Examples of Trizec Canada in a sentence
An Eligible Shareholder may make a Tax Deferral Election in which event it will elect to exchange its TrizecHahn Shares or Holdco Shares with Trizec Canada.
No TrizecHahn Shares or Holdco Shares of a person who is not an Eligible Shareholder will be Trizec Canada Exchanged Shares.
Trizec Canada and Trizec Subco agree to indemnify and save harmless the Holdco Shareholders from all Losses suffered or incurred by them as a result of or arising directly or indirectly out of or in connection with any breach by Trizec Canada or Trizec Subco of any representation, warranty, obligation or covenant of Trizec Canada or Trizec Subco contained in this Holdco Agreement.
Each person who, at or prior to the Election Deadline, is a holder of record of TrizecHahn SVS will be entitled, with respect to all or a portion of such shares, to elect, at or prior to the Election Deadline, to exchange such shares for Trizec Properties Shares or Trizec Canada Shares, or a combination thereof, on the basis set forth herein and in the Share Election Form; Holdco Shareholders will be required in the Holdco Agreement to elect to exchange Holdco Shares for Trizec Canada Shares.
At the time of closing, all of the Holdco Documents shall be delivered to Trizec Canada and Trizec Subco by the Holdco Shareholders and Holdco.
The Holdco Shareholders and Holdco shall forthwith make available to Trizec Canada and Trizec Subco and their authorized representatives all minute books, share certificate books, share registers, books of account, accounting records, corporate documents and all other books or records, documents, information or data relating to Holdco (collectively the "Holdco Documents").
The Holdco Shareholders shall deliver to Trizec Canada and Trizec Subco a written legal opinion satisfactory to Trizec Canada and Trizec Subco in connection with the purchase and sale of the Holdco Shares.
For greater certainty, the consideration received for such Holdco Shares shall be identical to the consideration which such Holdco would have been entitled to receive if the TrizecHahn Shares held by such Holdco were acquired directly by Trizec Canada or Trizec Subco, as applicable, under the Plan of Arrangement.
If a holder of record of TrizecHahn Shares (other than a Dissenting Shareholder) fails to make a proper election in the Share Election Form, such holder shall be deemed to have elected to exchange their TrizecHahn Shares under the Arrangement with Trizec Subco in exchange for Trizec Canada Shares and each TrizecHahn Share of such holder shall be deemed to be a Trizec Subco Elected Share.
In no case shall any person be required to recognize such holders as holders of TrizecHahn Shares, Trizec Canada Shares or Trizec Properties Common Stock after the Effective Time and the names of such holders shall be deleted from the applicable register of TrizecHahn Shareholders at the Effective Time.