Dissent Procedures Clause Samples
Dissent Procedures. (a) Holders of Primero Shares may exercise Dissent Procedures with respect to Primero Shares in connection with the Arrangement, provided that, notwithstanding the Dissent Procedures, the written objection to the special resolution to approve the Arrangement contemplated by Section 242 of the BCBCA must be sent to Primero by holders who wish to dissent at least two days before the Primero Meeting or any date to which the Primero Meeting may be postponed or adjourned.
(b) Holders of Primero Shares who duly exercise Dissent Rights with respect to their Primero Shares (“Dissenting Shares”) and who:
(i) are ultimately entitled to be paid by Primero (using funds held by Primero at the Effective Time) the fair value for their Dissenting Shares will be deemed to have transferred their Dissenting Shares to Primero free and clear of all encumbrances immediately before the Effective Date; or
(ii) for any reason are ultimately not entitled to be paid by Primero for their Dissenting Shares, will be deemed to have participated in the Arrangement on the same basis as a non-dissenting Primero Shareholder and will receive Northgate Shares on the same basis as every other non-dissenting Primero Shareholder; but in no case will Primero or Northgate be required to recognize such persons as holding Primero Shares on or after the Effective Date.
(c) If a Primero Shareholder exercises the Dissent Right, Northgate will on the Effective Date set aside a number of Northgate Shares which is attributable under the Arrangement to the Primero Shares for which Dissent Rights have been exercised. If the dissenting Primero Shareholder is ultimately not entitled to be paid by Primero for their Dissenting Shares, they will be deemed to have participated in the Arrangement on the same basis as the non-dissenting Primero Shareholders and Northgate will distribute to such Primero Shareholder the Northgate Shares that the Primero Shareholder is entitled to receive pursuant to the terms of the Arrangement. If a Primero Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid by Primero for their Dissenting Shares, Primero will pay the amount to be paid in respect of the Dissenting Shares.
Dissent Procedures. Holders of Northern Orion Common Shares may exercise Dissent Procedures with respect to Northern Orion Common Shares in connection with the Arrangement, provided that, notwithstanding the Dissent Procedures, the written objection to the special resolution to approve the Arrangement contemplated by section 242 of the BCBCA must be sent to Northern Orion by holders who wish to dissent at least two days before the Northern Orion Meeting or any date to which the Northern Orion Meeting may be postponed or adjourned and provided further that holders who exercise such rights of dissent and who:
(a) are ultimately entitled to be paid fair value for their Northern Orion Common Shares, which fair value shall be the fair value of such shares immediately before the passing by the holders of the Northern Orion Common Shares of the resolution approving the Arrangement, shall be paid an amount equal to such fair value by Yamana; and
(b) are ultimately not entitled, for any reason, to be paid fair value for their Northern Orion Common Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Northern Orion Common Shares and shall be entitled to receive only the consideration contemplated in subsection 3.1(a) hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Procedures, but further provided that in no case shall Yamana, Yamana Subco, Northern Orion, Amalco or any other person be required to recognize holders of Northern Orion Common Shares who exercise Dissent Procedures as holders of Northern Orion Common Shares after the time that is immediately prior to the Effective Time, and the names of such holders of Northern Orion Common Shares who exercise Dissent Procedures shall be deleted from the central securities register as holders of Northern Orion Common Shares at the Effective Time.
Dissent Procedures. A registered LVL Shareholder who wishes to exercise the registered LVL Shareholder’s Dissent Right must:
(a) do so in respect of all LVL Common Shares registered in the name of the registered LVL Shareholder;
(b) comply with sections 242 and 244 of the BCBCA, as modified below; and
(c) deliver a written notice of dissent to the office of LVL at ▇▇▇▇▇ ▇▇▇▇ - ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇ ▇▇▇, at least two Business Days before the day of the Meeting or any adjournment thereof, (the “Dissent Procedures”).
Dissent Procedures. A registered Entrée Shareholder who wishes to exercise the registered Entrée Shareholder’s Dissent Right must
(a) do so in respect of all shares registered in the name of the registered Entrée Shareholder,
(b) comply with sections 242 and 244 of the BCBCA, as modified below, and
(c) deliver a written notice of dissent to the office of Entrée at ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, at least two Business Days before the day of the Meeting or any adjournment thereof (the “Dissent Procedures”).
Dissent Procedures. Holders of Linear Shares may exercise Dissent Procedures with respect to Linear Shares in connection with the Arrangement, provided that, notwithstanding the Dissent Procedures, the written objection to the special resolution to approve the Arrangement contemplated by Section 191 of the ABCA must be received by Linear no later than 5:00 p.m. (Toronto time) on the Business Day immediately prior to the date of the Linear Meeting or any date to which the Linear Meeting may be postponed or adjourned and provided further that holders who exercise such rights of dissent and who:
(a) are ultimately entitled to be paid fair value for their Linear Shares, which fair value shall be determined as of the close of business on the day before the Final Order becomes effective, shall be paid an amount equal to such fair value by Apollo; and
(b) are ultimately not entitled, for any reason, to be paid fair value for their Linear Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Linear Shares and shall be entitled to receive only the consideration contemplated in subsection 3.01(d) hereof which such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Procedures, but further provided that in no case shall Apollo, Apollo Subco, Linear or any other person be required to recognize Dissenting Shareholders as holders of Linear Shares after the Effective Time, and the names of such Dissenting Shareholders shall be deleted from the register of holders of Linear Shares at the Effective Time.
Dissent Procedures. Further to the Interim Order, a Company Shareholder who wishes to exercise his Dissent Right must strictly follow, and will be subject to, the provisions set out in Division 2 of Part 8 of the BCA as modified by this 0 as the same may be modified by the Interim Order or the Final Order.
Dissent Procedures. Shareholder who wishes to exercise his or her Right of Dissent must give written notice of his or her dissent (a "NOTICE OF DISSENT") to Verb by depositing such Notice of Dissent with Verb, or mailing it to Verb by registered mail, at its registered and records office at 1600 - 609 Granville Street, Vancouve▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇eff Durno, or by personally serving it on any director or officer of Verb, in all cases not later than 48 hours before the Verb Meeting. To be valid, a Notice of Dissent must:
Dissent Procedures. (a) Holders of Primero Shares may exercise Dissent Procedures with respect to Primero Shares in connection with the Arrangement, provided that, notwithstanding the Dissent Procedures, the written objection to the special resolution to approve the Arrangement contemplated by Section 242 of the BCBCA must be sent to Primero by holders who wish to dissent at least two days before the Primero Meeting or any date to which the Primero Meeting may be postponed or adjourned.
Dissent Procedures. A Pacifica Securityholder who wishes to exercise the Pacifica Dissent Right must give written notice of its dissent (a "PACIFICA NOTICE OF DISSENT") to Pacifica by depositing, mailing or transmitting by facsimile the Pacifica Notice of Dissent to Pacifica, c/o Computershare Trust Company of Canada, if by deposit or mail, to ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, or by facsimile transmission to (▇▇▇) ▇▇▇-▇▇▇▇, in all cases no later than the termination of the Pacifica Meeting, and must not vote "For" the resolution approving the Arrangement. To be valid, a Pacifica Notice of Dissent must:
(a) state that the Pacifica Securityholder objects to the Arrangement and is exercising its Pacifica Dissent Right; and
(b) specify the number of Pacifica Shares and/or Pacifica Options in respect of which such Pacifica Securityholder is exercising its Pacifica Dissent Right, which shall not be less than all of the Pacifica Shares and/or Pacifica Options held by that Pacifica Securityholder on behalf of any one beneficial owner and registered in the name of that Pacifica Securityholder.
Dissent Procedures. Anacott Shareholder who wishes to exercise the registered Anacott Shareholder's Dissent Right must: