Dissenting Shareholders. 5.1 Notwithstanding §3.1 hereof, holders of Petro Basin Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 185 of the OBCA. Notwithstanding subsection 185(6) of the OBCA, any Petro Basin Shareholder seeking to exercise Dissent Rights must deliver to Petro Basin a written objection to the Arrangement by 5:00 p.m., Toronto time, on the Business Day that is five Business Days prior to the date of the Petro Basin Meeting (as it may be adjourned or postponed from time to time) and must strictly comply with all other provisions of section 185 of the OBCA as modified by the Interim Order (collectively, the “Dissent Procedures”). 5.2 Petro Basin Shareholders who duly exercise Dissent Rights with respect to their Petro Basin Shares (“Dissenting Shares”) and who: (a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Petro Basin for cancellation immediately before the Effective Date; or (b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- dissenting Petro Basin Shareholder and shall receive New Shares and Subco Shares, on the same basis as every other non-dissenting Petro Basin Shareholder, and in no case shall Petro Basin be required to recognize such person as holding Petro Basin Shares on or after the Effective Date. 5.3 If a Petro Basin Shareholder exercises the Dissent Right, Petro Basin shall on the Effective Date set aside and not distribute that portion of the Distributed Subco Shares that is attributable to the Petro Basin Shares for which the Dissent Right has been exercised. If the dissenting Petro Basin Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Petro Basin shall distribute to such Petro Basin Shareholder his, her or its pro-rata portion of the Distributed Subco Shares. If a Petro Basin Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Petro Basin shall retain the portion of the Distributed Subco Shares attributable to such Petro Basin Shareholder (the “Non-Distributed Subco Shares”), and the Non-Distributed Subco Shares shall be dealt with as determined by the board of directors of Petro Basin in its absolute discretion.
Appears in 2 contracts
Sources: Arrangement Agreement, Arrangement Agreement
Dissenting Shareholders. 5.1 Notwithstanding §Section 3.1 hereof, holders of Petro Basin Telferscot Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 185 190 of the OBCA. Notwithstanding subsection 185(6) of the OBCA, any Petro Basin Shareholder seeking to exercise Dissent Rights must deliver to Petro Basin a written objection to the Arrangement by 5:00 p.m., Toronto time, on the Business Day that is five Business Days prior to the date of the Petro Basin Meeting (as it may be adjourned or postponed from time to time) and must strictly comply with all other provisions of section 185 of the OBCA as modified by the Interim Order CBCA (collectively, the “Dissent Procedures”).
5.2 Petro Basin Telferscot Shareholders who duly exercise Dissent Rights with respect to their Petro Basin Telferscot Shares (“Dissenting Shares”) and who:
(a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Petro Basin Telferscot for cancellation immediately before the Effective Date; or
(b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- dissenting Petro Basin Telferscot Shareholder and shall receive New Shares, SpinCo1 Shares, SpinCo2 Shares, SpinCo3 Shares, SpinCo4 Shares, SpinCo5 Shares, SpinCo6 Shares and Subco Shares, SpinCo7 Shares on the same basis as every other non-dissenting Petro Basin Telferscot Shareholder, and in no case shall Petro Basin Telferscot be required to recognize such person as holding Petro Basin Telferscot Shares on or after the Effective Date.
5.3 If a Petro Basin Telferscot Shareholder exercises the Dissent Right, Petro Basin Telferscot shall on the Effective Date set aside and not distribute that portion of the Distributed Subco SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Shares that is attributable to the Petro Basin Telferscot Shares for which the Dissent Right has been exercised. If the dissenting Petro Basin Telferscot Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Petro Basin Telferscot shall distribute to such Petro Basin Telferscot Shareholder his, her or its pro-rata portion of the respective Distributed Subco SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Shares. If a Petro Basin Telferscot Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Petro Basin Telferscot shall retain the portion of the Distributed Subco SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Shares attributable to such Petro Basin Telferscot Shareholder (collectively, the “Non-Distributed Subco Shares”), and the Non-Distributed Subco Shares shall be dealt with as determined by the board of directors of Petro Basin Telferscot in its absolute discretion.
Appears in 2 contracts
Sources: Arrangement Agreement, Plan of Arrangement
Dissenting Shareholders. 5.1 Notwithstanding §3.1 hereof, holders of Petro Basin Shares 4.1 Each registered Renewables Shareholder may exercise rights of dissent (Dissent Rights with respect to the “Dissent Right”) Renewables Shares held by such registered Renewables Shareholder in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 185 190 of the OBCA. Notwithstanding subsection 185(6) of the OBCACBCA, any Petro Basin Shareholder seeking to exercise Dissent Rights must deliver to Petro Basin a written objection to the Arrangement by 5:00 p.m., Toronto time, on the Business Day that is five Business Days prior to the date of the Petro Basin Meeting (as it may be adjourned or postponed from time to time) and must strictly comply with all other provisions of section 185 of the OBCA as modified by the Interim Order (collectively, the “Dissent Procedures”).
5.2 Petro Basin and this Article 4. Dissenting Shareholders who duly exercise their Dissent Rights with shall be deemed to have transferred the Renewables Shares held by them and in respect of which Dissent Rights have been validly exercised to their Petro Basin Shares (“Dissenting Shares”TransAlta free and clear of all Liens as provided in Section 3.1(a) and whoif they:
(a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall Renewables Shares shall: (i) be deemed not to have transferred participated in the transactions in Section 3.1 hereof, other than the transaction in Subsection 3.1(a); (ii) be entitled to be paid an amount equal to such fair value by TransAlta; and (iii) not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such Dissenting Shareholders not exercised their Dissenting Shares to Petro Basin for cancellation immediately before the Effective DateDissent Rights in respect of such Renewables Shares; or
(b) for any reason are ultimately not entitled entitled, for any reason, to be paid fair value for their Dissenting Shares, Renewables Shares shall be deemed to have participated in the Arrangement Arrangement, as of the Effective Time, on the same basis as a non- dissenting Petro Basin Shareholder and shall receive New Shares and Subco Shares, on the same basis as every other non-dissenting Petro Basin Shareholder, and in holder of Renewables Shares who did not deposit with the Depositary a duly completed Letter of Transmittal prior to the Election Deadline.
4.2 The fair value of the Renewables Shares for the purposes of Subsection 4.1(a) shall be determined as of the close of business on the last Business Day before the day on which the Arrangement Resolution is approved by the Renewables Shareholders.
4.3 In no case event shall Petro Basin TransAlta or Renewables be required to recognize such person any Dissenting Shareholder as holding Petro Basin Shares on or a Renewables Shareholder after the Effective DateTime and the names of such holders shall be removed from the register of Renewables Shareholders as at the Effective Time.
5.3 If 4.4 For greater certainty, in addition to any other restrictions in section 190 of the CBCA, any Person who has voted (including by way of instructing a Petro Basin proxy holder to vote) their Renewables Shares in favour of the Arrangement Resolution shall not be entitled to exercise Dissent Rights (but only in respect of such Renewables Shares). In addition, a Dissenting Shareholder exercises may only exercise Dissent Rights in respect of all, and not less than all, of its Renewables Shares.
4.5 Notwithstanding subsection 190(5) of the Dissent RightCBCA, Petro Basin shall the written notice setting forth such registered Renewables Shareholder’s objection to the Arrangement Resolution must be received in accordance with the Interim Order by no later than 5:00 p.m. (Calgary time) on the Effective Date set aside and not distribute that portion third Business Day immediately prior to the date of the Distributed Subco Shares that is attributable to the Petro Basin Shares for which the Dissent Right has been exercised. If the dissenting Petro Basin Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Petro Basin shall distribute to such Petro Basin Shareholder his, her or its pro-rata portion of the Distributed Subco Shares. If a Petro Basin Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Petro Basin shall retain the portion of the Distributed Subco Shares attributable to such Petro Basin Shareholder (the “Non-Distributed Subco Shares”), and the Non-Distributed Subco Shares shall be dealt with as determined by the board of directors of Petro Basin in its absolute discretionRenewables Meeting.
Appears in 1 contract
Dissenting Shareholders. 5.1 Notwithstanding §3.1 hereof, holders of Petro Basin ▇▇▇▇▇ Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 185 sections 237 – 247 of the OBCA. Notwithstanding subsection 185(6) of the OBCA, any Petro Basin Shareholder seeking to exercise Dissent Rights must deliver to Petro Basin a written objection to the Arrangement by 5:00 p.m., Toronto time, on the Business Day that is five Business Days prior to the date of the Petro Basin Meeting (as it may be adjourned or postponed from time to time) and must strictly comply with all other provisions of section 185 of the OBCA as modified by the Interim Order BCBCA (collectively, the “Dissent Procedures”).
5.2 Petro Basin ▇▇▇▇▇ Shareholders who duly exercise Dissent Rights with respect to their Petro Basin ▇▇▇▇▇ Shares (“Dissenting Shares”) and who:
(a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Petro Basin ▇▇▇▇▇ for cancellation immediately before the Effective Date; or
(b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- non-dissenting Petro Basin ▇▇▇▇▇ Shareholder and shall receive New Shares, 1020410 Shares, 1020416 Shares, 1020673 Shares and Subco Shares, 1020680 Shares on the same basis as every other non-dissenting Petro Basin ▇▇▇▇▇ Shareholder, and in no case shall Petro Basin ▇▇▇▇▇ be required to recognize such person as holding Petro Basin ▇▇▇▇▇ Shares on or after the Effective Date.
5.3 If a Petro Basin ▇▇▇▇▇ Shareholder exercises the Dissent Right, Petro Basin ▇▇▇▇▇ shall on the Effective Date set aside and not distribute that portion of the Distributed Subco 1020410 Shares, Distributed 1020416 Shares, Distributed 1020673 Shares and Distributed 1020680 Shares that is attributable to the Petro Basin ▇▇▇▇▇ Shares for which the Dissent Right has been exercised. If the dissenting Petro Basin ▇▇▇▇▇ Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Petro Basin ▇▇▇▇▇ shall distribute to such Petro Basin ▇▇▇▇▇ Shareholder his, her or its pro-rata portion of the respective Distributed Subco 1020410 Shares, Distributed 1020416 Shares, Distributed 1020673 Shares and Distributed 1020680 Shares. If a Petro Basin ▇▇▇▇▇ Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Petro Basin ▇▇▇▇▇ shall retain the portion of the Distributed Subco 1020410 Shares, Distributed 1020416 Shares, Distributed 1020673 Shares and Distributed 1020680 Shares attributable to such Petro Basin ▇▇▇▇▇ Shareholder (collectively, the “Non-Distributed Subco Shares”), and the Non-Non- Distributed Subco Shares shall be dealt with as determined by the board of directors of Petro Basin ▇▇▇▇▇ in its absolute discretion.
Appears in 1 contract
Sources: Arrangement Agreement
Dissenting Shareholders.
5.1 Notwithstanding §Section 3.1 hereof, holders of Petro Basin TGOD Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 185 Section 190 of the OBCA. Notwithstanding CBCA, as modified by the Interim Order, the Final Order and this Section 5.1 (the “Dissent Procedures”); provided that, notwithstanding subsection 185(6190(5) of the OBCACBCA, any Petro Basin Shareholder seeking to exercise Dissent Rights must deliver to Petro Basin a the written objection to the Arrangement Resolution referred to in subsection 190(5) of the CBCA must be received by TGOD not later than 5:00 p.m., Toronto p.m. (Vancouver time, on the Business Day that is five ) two Business Days prior to immediately preceding the date of the Petro Basin TGOD Meeting (as it may be adjourned or postponed from time to time) and must strictly comply with all other provisions of section 185 of the OBCA as modified by the Interim Order (collectively, the “Dissent Procedures”).
5.2 Petro Basin TGOD Shareholders who duly exercise Dissent Rights with respect to their Petro Basin TGOD Shares (“Dissenting Shares”) and who:
(a) are ultimately determined to be entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Petro Basin TGOD for cancellation immediately before the Effective Date; or
(b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- dissenting Petro Basin TGOD Shareholder and shall receive New TGOD Shares and Subco SharesAcquiCo Unit Purchase Warrants, on the same basis as every other non-dissenting Petro Basin TGOD Shareholder, and in no case shall Petro Basin TGOD be required to recognize such person as holding Petro Basin TGOD Shares on or after the Effective Date.
5.3 If a Petro Basin TGOD Shareholder exercises the Dissent Right, Petro Basin TGOD shall on the Effective Date set aside and not distribute that portion of the Distributed Subco Shares AcquiCo Unit Purchase Warrants that is attributable to the Petro Basin TGOD Shares for which the Dissent Right has been exercised. If the dissenting Petro Basin TGOD Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Petro Basin TGOD shall distribute to such Petro Basin TGOD Shareholder his, her or its pro-rata portion of the Distributed Subco SharesAcquiCo Unit Purchase Warrants. If a Petro Basin TGOD Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Petro Basin TGOD shall retain the portion of the Distributed Subco Shares AcquiCo Unit Purchase Warrants attributable to such Petro Basin TGOD Shareholder (the “Non-Distributed Subco SharesAcquiCo Unit Purchase Warrants”), and the Non-Distributed Subco Shares AcquiCo Unit Purchase Warrants shall be dealt with as determined by the board of directors of Petro Basin TGOD Board in its absolute discretion.
Appears in 1 contract
Sources: Arrangement Agreement
Dissenting Shareholders. 5.1 Notwithstanding §3.1 hereof, holders of Petro Basin Shares Each registered GLN Shareholder may exercise rights of dissent (the “"Dissent Right”Rights") in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 185 under Division 2 of Part 8 of the OBCA. Notwithstanding subsection 185(6) of BCBCA, the OBCAInterim Order and this Section 5.1 in connection with the Arrangement, any Petro Basin Shareholder seeking to exercise Dissent Rights must deliver to Petro Basin a provided that the written objection to the Arrangement Resolution contemplated by 5:00 p.m., Toronto time, on the Business Day that is five Business Days prior to the date Section 242 of the Petro Basin Meeting (as it may BCBCA must be adjourned or postponed from time sent to time) and must strictly comply with all other provisions of section 185 of received by GLN at least two days before the OBCA as modified by the Interim Order (collectively, the “Dissent Procedures”).
5.2 Petro Basin GLN Meeting. GLN Shareholders who duly exercise such Dissent Rights with respect to their Petro Basin Shares (“Dissenting Shares”) and who:
(a) are ultimately determined to be entitled to be paid fair value by Exito for their Dissenting Shares, shall the GLN Shares in respect of which they have validly exercised Dissent Rights will be deemed to have irrevocably transferred their Dissenting such GLN Shares to Petro Basin for cancellation immediately before the Effective DateExito (free and clear of all Encumbrances) pursuant to Section 3.1(a); or
(b) for any reason are ultimately not entitled entitled, for any reason, to be paid fair value by Exito for their Dissenting Sharesthe GLN Shares in respect of which they have exercised Dissent Rights, shall will be deemed to have participated in the Arrangement on the same basis as a non- dissenting Petro Basin Shareholder and shall receive New holder of GLN Shares and Subco Shares, on the same basis as every other non-dissenting Petro Basin Shareholder, and to which Section 3.1(b) applies; but in no case shall Petro Basin will GLN, Exito or any other person, including the Depositary, be required to recognize any Dissenting GLN Shareholder as a holder of GLN Shares or common shares of the Amalgamated Company after the completion of the steps set out in Section 3.1(a). Each Dissenting GLN Shareholder will cease to be entitled to the rights of a GLN Shareholder in respect of the GLN Shares or any rights to be a GLN Shareholder in respect of the Amalgamated Company in relation to which such person Dissenting GLN Shareholder has exercised Dissent Rights and the names of each Dissenting GLN Shareholder will be removed from the central securities register of GLN as holding Petro Basin Shares of the commencement of the implementation of the Arrangement on or after the Effective Date.
5.3 If a Petro Basin Shareholder exercises the Dissent Right. For greater certainty, Petro Basin shall on the Effective Date set aside and not distribute that portion in addition to any other restriction under Section 242 of the Distributed Subco Shares that is attributable BCBCA, neither:
(i) Warrantholders, in any event, nor
(ii) GLN Shareholders who vote, or who have instructed a proxyholder to vote, in favour of the Petro Basin Shares for which the Dissent Right has been exercised. If the dissenting Petro Basin Shareholder is ultimately not Arrangement Resolution; shall be entitled to be paid for their Dissenting Shares, Petro Basin shall distribute to such Petro Basin Shareholder his, her or its pro-rata portion of the Distributed Subco Shares. If a Petro Basin Shareholder duly complies with the exercise Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Petro Basin shall retain the portion of the Distributed Subco Shares attributable to such Petro Basin Shareholder (the “Non-Distributed Subco Shares”), and the Non-Distributed Subco Shares shall be dealt with as determined by the board of directors of Petro Basin in its absolute discretionRights.
Appears in 1 contract
Sources: Arrangement Agreement
Dissenting Shareholders. 5.1 Notwithstanding §3.1 hereof, holders of Petro Basin Tulox Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 185 sections 237 – 247 of the OBCA. Notwithstanding subsection 185(6) of the OBCA, any Petro Basin Shareholder seeking to exercise Dissent Rights must deliver to Petro Basin a written objection to the Arrangement by 5:00 p.m., Toronto time, on the Business Day that is five Business Days prior to the date of the Petro Basin Meeting (as it may be adjourned or postponed from time to time) and must strictly comply with all other provisions of section 185 of the OBCA as modified by the Interim Order BCBCA (collectively, the “Dissent Procedures”).
5.2 Petro Basin Tulox Shareholders who duly exercise Dissent Rights with respect to their Petro Basin Tulox Shares (“Dissenting Shares”) and who:
(a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Petro Basin Tulox for cancellation immediately before the Effective Date; or
(b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- dissenting Petro Basin Tulox Shareholder and shall receive New Shares and Subco CDP Shares, GBS Shares, MSM Shares, MSS Shares, THOM Shares and TRED Shares on the same basis as every other non-dissenting Petro Basin Tulox Shareholder, and in no case shall Petro Basin Tulox be required to recognize such person as holding Petro Basin Tulox Shares on or after the Effective Date.
5.3 If a Petro Basin Tulox Shareholder exercises the Dissent Right, Petro Basin Tulox shall on the Effective Date set aside and not distribute that portion of the Distributed Subco CDP, GBS, MSM, MSS, THOM and TRED Shares that is attributable to the Petro Basin Tulox Shares for which the Dissent Right has been exercised. If the dissenting Petro Basin Tulox Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Petro Basin Tulox shall distribute to such Petro Basin Tulox Shareholder his, her or its pro-rata portion of the Distributed Subco CDP, GBS, MSM, MSS, THOM and TRED Shares. If a Petro Basin Tulox Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Petro Basin Tulox shall retain the portion of the Distributed Subco CDP, GBS, MSM, MSS, THOM and TRED Shares attributable to such Petro Basin Tulox Shareholder (the “Non-Distributed Subco CDP, GBS, MSM, MSS, THOM and TRED Shares”), and the Non-Distributed Subco CDP, GBS, MSM, MSS, THOM and TRED Shares shall be dealt with as determined by the board of directors of Petro Basin Tulox in its absolute discretion.
Appears in 1 contract
Sources: Arrangement Agreement
Dissenting Shareholders. 5.1 Notwithstanding §3.1 hereof, holders of Petro Basin Newlox Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 185 sections 237 – 247 of the OBCA. Notwithstanding subsection 185(6) of the OBCA, any Petro Basin Shareholder seeking to exercise Dissent Rights must deliver to Petro Basin a written objection to the Arrangement by 5:00 p.m., Toronto time, on the Business Day that is five Business Days prior to the date of the Petro Basin Meeting (as it may be adjourned or postponed from time to time) and must strictly comply with all other provisions of section 185 of the OBCA as modified by the Interim Order BCBCA (collectively, the “Dissent Procedures”).
5.2 Petro Basin Newlox Shareholders who duly exercise Dissent Rights with respect to their Petro Basin Newlox Shares (“Dissenting Shares”) and who:
(a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Petro Basin Newlox for cancellation immediately before the Effective Date; or
(b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- dissenting Petro Basin Newlox Shareholder and shall receive New Shares and Subco MN Shares, Carnelian Shares and Sor Shares on the same basis as every other non-dissenting Petro Basin Newlox Shareholder, and in no case shall Petro Basin Newlox be required to recognize such person as holding Petro Basin Newlox Shares on or after the Effective Date.
5.3 If a Petro Basin Newlox Shareholder exercises the Dissent Right, Petro Basin Newlox shall on the Effective Date set aside and not distribute that portion of the Distributed Subco MN, Carnelian and Sor Shares that is attributable to the Petro Basin Newlox Shares for which the Dissent Right has been exercised. If the dissenting Petro Basin Newlox Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Petro Basin Newlox shall distribute to such Petro Basin Newlox Shareholder his, her or its pro-rata portion of the Distributed Subco Shares. If a Petro Basin Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Petro Basin shall retain the portion of the Distributed Subco Shares attributable to such Petro Basin Shareholder (the “Non-Distributed Subco Shares”), and the Non-Distributed Subco Shares shall be dealt with as determined by the board of directors of Petro Basin in its absolute discretion.MN,
Appears in 1 contract
Sources: Arrangement Agreement
Dissenting Shareholders. 5.1 Notwithstanding §3.1 hereof, holders of Petro Basin New Age Farm Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 185 sections 237 – 247 of the OBCA. Notwithstanding subsection 185(6) of the OBCA, any Petro Basin Shareholder seeking to exercise Dissent Rights must deliver to Petro Basin a written objection to the Arrangement by 5:00 p.m., Toronto time, on the Business Day that is five Business Days prior to the date of the Petro Basin Meeting (as it may be adjourned or postponed from time to time) and must strictly comply with all other provisions of section 185 of the OBCA as modified by the Interim Order BCBCA (collectively, the “Dissent Procedures”).
5.2 Petro Basin New Age Farm Shareholders who duly exercise Dissent Rights with respect to their Petro Basin New Age Farm Shares (“Dissenting Shares”) and who:
(a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Petro Basin New Age Farm for cancellation immediately before the Effective Share Distribution Record Date; or
(b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- dissenting Petro Basin New Age Farm Shareholder and shall receive New Shares and Subco Shares, NHS Shares on the same basis as every other non-dissenting Petro Basin New Age Farm Shareholder, and in no case shall Petro Basin New Age Farm be required to recognize such person as holding Petro Basin New Age Farm Shares on or after the Effective Share Distribution Record Date.
5.3 If a Petro Basin New Age Farm Shareholder exercises the Dissent Right, Petro Basin New Age Farm shall on the Effective Share Distribution Record Date set aside and not distribute that portion of the Distributed Subco NHS Shares that is attributable to the Petro Basin New Age Farm Shares for which the Dissent Right has been exercised. If the dissenting Petro Basin New Age Farm Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Petro Basin New Age Farm shall distribute to such Petro Basin New Age Farm Shareholder his, her or its pro-rata portion of the respective Distributed Subco NHS Shares. If a Petro Basin New Age Farm Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Petro Basin New Age Farm shall retain the portion of the Distributed Subco NHS Shares attributable to such Petro Basin New Age Farm Shareholder (collectively, the “Non-Distributed Subco Shares”), and the Non-Distributed Subco Shares shall be dealt with as determined by the board of directors of Petro Basin New Age Farm in its absolute discretion.
Appears in 1 contract
Sources: Arrangement Agreement
Dissenting Shareholders. 5.1 Notwithstanding §3.1 hereof, holders of Petro Basin VEGN Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 185 sections 237 – 247 of the OBCA. Notwithstanding subsection 185(6) of the OBCA, any Petro Basin Shareholder seeking to exercise Dissent Rights must deliver to Petro Basin a written objection to the Arrangement by 5:00 p.m., Toronto time, on the Business Day that is five Business Days prior to the date of the Petro Basin Meeting (as it may be adjourned or postponed from time to time) and must strictly comply with all other provisions of section 185 of the OBCA as modified by the Interim Order BCBCA (collectively, the “Dissent Procedures”).
5.2 Petro Basin VEGN Shareholders who duly exercise Dissent Rights with respect to their Petro Basin VEGN Shares (“Dissenting Shares”) and who:
(a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Petro Basin Plant&Co for cancellation immediately before the Effective Date; or
(b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- non-dissenting Petro Basin VEGN Shareholder and shall receive New VEGN Shares and Subco Shares, Spinco Shares on the same basis as every other non-dissenting Petro Basin VEGN Shareholder, and in no case shall Petro Basin Plant&Co be required to recognize such person as holding Petro Basin VEGN Shares on or after the Effective Date.
5.3 If a Petro Basin VEGN Shareholder exercises the Dissent Right, Petro Basin Plant&Co shall on the Effective Date set aside and not distribute that portion of the Distributed Subco Spinco Shares that is attributable to the Petro Basin VEGN Shares for which the Dissent Right has been exercised. If the dissenting Petro Basin VEGN Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Petro Basin Plant&Co shall distribute to such Petro Basin VEGN Shareholder his, her or its pro-rata portion of the respective Distributed Subco Spinco Shares. If a Petro Basin VEGN Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid fair value for their Dissenting Shares, then Petro Basin Plant&Co shall retain the portion of the Distributed Subco Spinco Shares attributable to such Petro Basin VEGN Shareholder (collectively, the “Non-Non- Distributed Subco Shares”), and the Non-Distributed Subco Shares shall be dealt with as determined by the board of directors of Petro Basin Plant&Co in its absolute discretion.
Appears in 1 contract
Sources: Arrangement Agreement
Dissenting Shareholders. 5.1 Notwithstanding §Article 3.1 hereof, holders of Petro Basin Zenith Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 185 sections 237 – 247 of the OBCA. Notwithstanding subsection 185(6) of the OBCA, any Petro Basin Shareholder seeking to exercise Dissent Rights must deliver to Petro Basin a written objection to the Arrangement by 5:00 p.m., Toronto time, on the Business Day that is five Business Days prior to the date of the Petro Basin Meeting (as it may be adjourned or postponed from time to time) and must strictly comply with all other provisions of section 185 of the OBCA as modified by the Interim Order BCBCA (collectively, the “Dissent Procedures”).
5.2 Petro Basin Zenith Shareholders who duly exercise Dissent Rights with respect to their Petro Basin Zenith Shares (“Dissenting Shares”) and who:
(a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Petro Basin Zenith for cancellation immediately before the Effective Date; or
(b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- dissenting Petro Basin Zenith Shareholder and shall receive New Shares and Subco Shares, High Point Shares and Top Exploration Shares on the same basis as every other non-dissenting Petro Basin Zenith Shareholder, and in no case shall Petro Basin Zenith be required to recognize such person as holding Petro Basin Zenith Shares on or after the Effective Date.
5.3 If a Petro Basin Zenith Shareholder exercises the Dissent Right, Petro Basin Zenith shall on the Effective Date set aside and not distribute that portion of the Distributed Subco High Point and Top Exploration Shares that is attributable to the Petro Basin Zenith Shares for which the Dissent Right has been exercised. If the dissenting Petro Basin Zenith Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Petro Basin Zenith shall distribute to such Petro Basin Zenith Shareholder his, her or its pro-rata portion of the Distributed Subco High Point and Top Exploration Shares. If a Petro Basin Zenith Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Petro Basin Zenith shall retain the portion of the Distributed Subco High Point and Top Exploration Shares attributable to such Petro Basin Zenith Shareholder (the “Non-Distributed Subco High Point and Top Exploration Shares”), and the Non-Distributed Subco High Point and Top Exploration Shares shall be dealt with as determined by the board of directors of Petro Basin Zenith in its absolute discretion.
Appears in 1 contract
Sources: Arrangement Agreement
Dissenting Shareholders. 5.1 Notwithstanding §Section 3.1 hereof, holders of Petro Basin Aurwest Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 185 sections 237 to 247 of the OBCA. Notwithstanding subsection 185(6) of the OBCA, any Petro Basin Shareholder seeking to exercise Dissent Rights must deliver to Petro Basin a written objection to the Arrangement by 5:00 p.m., Toronto time, on the Business Day that is five Business Days prior to the date of the Petro Basin Meeting (as it may be adjourned or postponed from time to time) and must strictly comply with all other provisions of section 185 of the OBCA as modified by the Interim Order BCBCA (collectively, the “Dissent Procedures”).
5.2 Petro Basin Aurwest Shareholders who duly exercise Dissent Rights with respect to their Petro Basin Aurwest Shares (“Dissenting Shares”) and who:
(a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Petro Basin Aurwest for cancellation immediately before the Effective Date; or
(b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- dissenting Petro Basin Aurwest Shareholder and shall receive New Shares, Stellar Stars SpinCo Shares, SpinCo1 Shares, SpinCo2 Shares, SpinCo3 Shares, SpinCo4 Shares and Subco Shares, SpinCo5 Shares on the same basis as every other non-dissenting Petro Basin Aurwest Shareholder, and in no case shall Petro Basin Aurwest be required to recognize such person as holding Petro Basin Aurwest Shares on or after the Effective Date.
5.3 If a Petro Basin Aurwest Shareholder exercises the Dissent Right, Petro Basin Aurwest shall on the Effective Date set aside and not distribute that portion of the Distributed Subco SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Shares that is attributable to the Petro Basin Aurwest Shares for which the Dissent Right has been exercised. If the dissenting Petro Basin Aurwest Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Petro Basin Aurwest shall distribute to such Petro Basin Aurwest Shareholder his, her or its pro-rata portion of the respective Distributed Subco SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Shares. If a Petro Basin Aurwest Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Petro Basin Aurwest shall retain the portion of the Distributed Subco SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Shares attributable to such Petro Basin Aurwest Shareholder (collectively, the “Non-Distributed Subco Shares”), and the Non-Distributed Subco Shares shall be dealt with as determined by the board of directors of Petro Basin Aurwest in its absolute discretion.
Appears in 1 contract
Sources: Arrangement Agreement
Dissenting Shareholders. 5.1 Notwithstanding §3.1 hereof, holders of Petro Basin Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 185 of the OBCA. Notwithstanding subsection 185(6) of the OBCA, any Petro Basin Shareholder seeking to exercise Dissent Rights must deliver to Petro Basin a written objection to the Arrangement by 5:00 p.m., Toronto time, on the Business Day that is five Business Days prior to the date of the Petro Basin Meeting (as it may be adjourned or postponed from time to time) and must strictly comply with all other provisions of section 185 of the OBCA as modified by the Interim Order (collectively, the “Dissent Procedures”).
5.2 Petro Basin Shareholders who duly exercise Dissent Rights with respect to their Petro Basin Shares (“Dissenting Shares”) and who:
(a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Petro Basin for cancellation immediately before the Effective Date; or
(b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- dissenting Petro Basin Shareholder and shall receive New Shares, Centennial Shares and Subco Glenwood Shares, on the same basis as every other non-dissenting Petro Basin Shareholder, and in no case shall Petro Basin be required to recognize such person as holding Petro Basin Shares on or after the Effective Date.
5.3 If a Petro Basin Shareholder exercises the Dissent Right, Petro Basin shall on the Effective Date set aside and not distribute that portion of the Distributed Subco Centennial Shares and Distributed Glenwood Shares that is attributable to the Petro Basin Shares for which the Dissent Right has been exercised. If the dissenting Petro Basin Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Petro Basin shall distribute to such Petro Basin Shareholder his, her or its pro-rata portion of the Distributed Subco Centennial Shares and Distributed Glenwood Shares. If a Petro Basin Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Petro Basin shall retain the portion of the Distributed Subco Centennial Shares and Distributed Glenwood Shares attributable to such Petro Basin Shareholder (collectively, the “Non-Distributed Subco Shares”), and the Non-Distributed Subco Shares shall be dealt with as determined by the board of directors of Petro Basin in its absolute discretion.
Appears in 1 contract
Sources: Arrangement Agreement
Dissenting Shareholders. 5.1 Notwithstanding §3.1 hereofUnless a Written Resolution has been executed by every Westbrick Shareholder, holders each registered holder of Petro Basin Westbrick Shares may exercise rights of that has not executed a Written Resolution shall have the right to dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 185 of the OBCA. Notwithstanding subsection 185(6) of the OBCA, any Petro Basin Shareholder seeking to exercise Dissent Rights must deliver to Petro Basin a written objection respect to the Arrangement by 5:00 p.m., Toronto time, on the Business Day that is five Business Days prior to the date in accordance with section 191 of the Petro Basin Meeting (as it may be adjourned or postponed from time to time) and must strictly comply with all other provisions of section 185 of the OBCA ABCA, as modified by the Interim Order (collectivelyand this Article 5; provided that, notwithstanding subsection 191(5) of the ABCA, the “Dissent Procedures”).
5.2 Petro Basin Shareholders who duly written objection to the Arrangement Resolution referred to in subsection 191(5) of the ABCA must be received by ▇▇▇▇▇▇▇▇▇ from the Dissenting Shareholder not later than the Election Deadline. A Dissenting Shareholder may not exercise Dissent Rights with in respect of only a portion of the Westbrick Shares it holds, but may only exercise Dissent Rights in respect of all, and not less than all¸ of the Westbrick Shares it holds. A Dissenting Shareholder shall, at the Effective Time, cease to their Petro Basin have any rights as a holder of Westbrick Shares (“Dissenting Shares”) and who:
(a) are ultimately shall only be entitled to be paid the fair value for their of the holder’s Westbrick Shares (less any applicable withholdings). Only registered holders of Westbrick Shares can elect to be Dissenting SharesShareholders and such Dissenting Shareholders must dissent with respect to all Westbrick Shares held by the Dissenting Shareholder. Dissent Rights are not available to holders of Westbrick Options, Westbrick Amalco Options, Westbrick RSUs or Westbrick DSUs. Notwithstanding the provisions of section 191 of the ABCA, a Dissenting Shareholder who is entitled to be paid the fair value of the holder’s Westbrick Shares (less any applicable withholdings) shall be deemed to have transferred their Dissenting the holder’s Westbrick Shares to Petro Basin Westbrick (free and clear of any and all Encumbrances) for cancellation immediately before at the Effective Date; or
(b) Time. A Dissenting Shareholder who, for any reason are ultimately reason, is not entitled to be paid the fair value for their Dissenting of the holder’s Westbrick Shares, shall be deemed to have treated as if the holder had participated in the Arrangement on the same basis as a non- non-dissenting Petro Basin Shareholder holder of Westbrick Shares and shall receive New the consideration to which a Cash Electing Shareholder is entitled under the Arrangement, notwithstanding the provisions of section 191 of the ABCA. The fair value of the Westbrick Shares and Subco Shares, shall be determined as of the close of business on the same basis as every other non-dissenting Petro Basin Shareholder, and last Business Day before the day on which the Arrangement is approved by the Westbrick Shareholders pursuant to the Written Resolution; but in no case event shall Petro Basin Purchaser or Westbrick Amalco be required to recognize such person Dissenting Shareholder as holding Petro Basin Shares on or a shareholder of Westbrick Amalco after the Effective Date.
5.3 If Time and each Dissenting Shareholder will cease to be entitled to the rights of a Petro Basin Westbrick Shareholder exercises in respect of the Westbrick Shares in relation to which such Dissenting Shareholder has exercised Dissent Right, Petro Basin Rights and the name of such holder shall on be removed from the applicable Westbrick register of shareholders as at the Effective Date set aside Time to reflect that such former holder is no longer the holder of such Westbrick Shares as at and not distribute that portion from the Effective Time. For greater certainty, in addition to any other restrictions in section 191 of the Distributed Subco Shares that is attributable ABCA, no Person who has executed a Written Resolution shall be entitled to dissent with respect to the Petro Basin Shares for which the Dissent Right has been exercised. If the dissenting Petro Basin Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Petro Basin shall distribute to such Petro Basin Shareholder his, her or its pro-rata portion of the Distributed Subco Shares. If a Petro Basin Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Petro Basin shall retain the portion of the Distributed Subco Shares attributable to such Petro Basin Shareholder (the “Non-Distributed Subco Shares”), and the Non-Distributed Subco Shares shall be dealt with as determined by the board of directors of Petro Basin in its absolute discretionArrangement.
Appears in 1 contract
Dissenting Shareholders. 5.1 Notwithstanding §3.1 hereof, holders of Petro Basin NVG Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 185 sections 237 – 247 of the OBCA. Notwithstanding subsection 185(6) of the OBCA, any Petro Basin Shareholder seeking to exercise Dissent Rights must deliver to Petro Basin a written objection to the Arrangement by 5:00 p.m., Toronto time, on the Business Day that is five Business Days prior to the date of the Petro Basin Meeting (as it may be adjourned or postponed from time to time) and must strictly comply with all other provisions of section 185 of the OBCA as modified by the Interim Order BCBCA (collectively, the “Dissent Procedures”).
5.2 Petro Basin NVG Shareholders who duly exercise Dissent Rights with respect to their Petro Basin NVG Shares (“Dissenting Shares”) and who:
(a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Petro Basin NVG for cancellation immediately before the Effective Date; or
(b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- dissenting Petro Basin NVG Shareholder and shall receive New NVG Shares and Subco Shares, KPM Shares on the same basis as every other non-dissenting Petro Basin NVG Shareholder, and in no case shall Petro Basin NVG be required to recognize such person as holding Petro Basin NVG Shares on or after the Effective Date.
5.3 If a Petro Basin an NVG Shareholder exercises the Dissent Right, Petro Basin NVG shall on the Effective Date set aside and not distribute that portion of the Distributed Subco KPM Shares that is attributable to the Petro Basin NVG Shares for which the Dissent Right has been exercised. If the dissenting Petro Basin NVG Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Petro Basin NVG shall distribute to such Petro Basin NVG Shareholder his, her or its pro-rata portion of the Distributed Subco KPM Shares. If a Petro Basin an NVG Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Petro Basin NVG shall retain the portion of the Distributed Subco KPM Shares attributable to such Petro Basin NVG Shareholder (the “Non-Non- Distributed Subco KPM Shares”), and the Non-Distributed Subco KPM Shares shall be dealt with as determined by the board of directors of Petro Basin NVG in its absolute discretion.
Appears in 1 contract
Sources: Arrangement Agreement
Dissenting Shareholders. 5.1 Notwithstanding §3.1 hereof, holders of Petro Basin Kidani Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 185 sections 237 – 247 of the OBCA. Notwithstanding subsection 185(6) of the OBCA, any Petro Basin Shareholder seeking to exercise Dissent Rights must deliver to Petro Basin a written objection to the Arrangement by 5:00 p.m., Toronto time, on the Business Day that is five Business Days prior to the date of the Petro Basin Meeting (as it may be adjourned or postponed from time to time) and must strictly comply with all other provisions of section 185 of the OBCA as modified by the Interim Order BCBCA (collectively, the “Dissent Procedures”).
5.2 Petro Basin Kidani Shareholders who duly exercise Dissent Rights with respect to their Petro Basin Kidani Shares (“Dissenting Shares”) and who:
(a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Petro Basin Kidani for cancellation immediately before the Effective Date; or
(b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- non-dissenting Petro Basin Kidani Shareholder and shall receive New Shares, 1040426 Shares, 1040428 Shares, 1040433 Shares, 1040436 Shares, 1040440 Shares and Subco Shares, 1040442 Shares on the same basis as every other non-dissenting Petro Basin Kidani Shareholder, and in no case shall Petro Basin Kidani be required to recognize such person as holding Petro Basin Kidani Shares on or after the Effective Date.
5.3 If a Petro Basin Kidani Shareholder exercises the Dissent Right, Petro Basin Kidani shall on the Effective Date set aside and not distribute that portion of the Distributed Subco 1040426 Shares, Distributed 1040428 Shares, Distributed 1040433 Shares, Distributed 1040436 Shares, Distributed 1040440 Shares and Distributed 1040442 Shares that is attributable to the Petro Basin Kidani Shares for which the Dissent Right has been exercised. If the dissenting Petro Basin Kidani Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Petro Basin Kidani shall distribute to such Petro Basin Kidani Shareholder his, her or its pro-rata portion of the respective Distributed Subco 1040426 Shares, Distributed 1040428 Shares, Distributed 1040433 Shares, Distributed 1040436 Shares, Distributed 1040440 Shares and Distributed 1040442 Shares. If a Petro Basin Kidani Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid fair value for their Dissenting Shares, then Petro Basin Kidani shall retain the portion of the Distributed Subco 1040426 Shares, Distributed 1040428 Shares, Distributed 1040433 Shares, Distributed 1040436 Shares, Distributed 1040440 Shares and Distributed 1040442 Shares attributable to such Petro Basin Kidani Shareholder (collectively, the “Non-Distributed Subco Shares”), and the Non-Distributed Subco Shares shall be dealt with as determined by the board of directors of Petro Basin Kidani in its absolute discretion.
Appears in 1 contract
Sources: Arrangement Agreement
Dissenting Shareholders. 5.1 Notwithstanding §3.1 hereof, holders of Petro Basin True Zone Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 185 sections 237 – 247 of the OBCA. Notwithstanding subsection 185(6) of the OBCA, any Petro Basin Shareholder seeking to exercise Dissent Rights must deliver to Petro Basin a written objection to the Arrangement by 5:00 p.m., Toronto time, on the Business Day that is five Business Days prior to the date of the Petro Basin Meeting (as it may be adjourned or postponed from time to time) and must strictly comply with all other provisions of section 185 of the OBCA as modified by the Interim Order BCBCA (collectively, the “Dissent Procedures”).
5.2 Petro Basin True Zone Shareholders who duly exercise Dissent Rights with respect to their Petro Basin True Zone Shares (“Dissenting Shares”) and who:
(a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Petro Basin True Zone for cancellation immediately before the Effective Date; or
(b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- dissenting Petro Basin True Zone Shareholder and shall receive New Shares and Subco SharesPatch, Frond, Oak, Moshi, Elm and Rocket Shares on the same basis as every other non-dissenting Petro Basin True Zone Shareholder, and in no case shall Petro Basin True Zone be required to recognize such person as holding Petro Basin True Zone Shares on or after the Effective Date.
5.3 If a Petro Basin True Zone Shareholder exercises the Dissent Right, Petro Basin True Zone shall on the Effective Date set aside and not distribute that portion of the Distributed Subco Patch, Frond, Oak, Moshi, Elm and Rocket Shares that is attributable to the Petro Basin True Zone Shares for which the Dissent Right has been exercised. If the dissenting Petro Basin True Zone Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Petro Basin True Zone shall distribute to such Petro Basin True Zone Shareholder his, her or its pro-pro- rata portion of the Distributed Subco Patch, Frond, Oak, Moshi, Elm and Rocket Shares. If a Petro Basin True Zone Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Petro Basin True Zone shall retain the portion of the Distributed Subco Patch, Frond, Oak, Moshi, Elm and Rocket Shares attributable to such Petro Basin True Zone Shareholder (the “Non-Non- Distributed Subco Patch, Frond, Oak, Moshi, Elm and Rocket Shares”), and the Non-Distributed Subco Patch, Frond, Oak, Moshi, Elm and Rocket Shares shall be dealt with as determined by the board of directors of Petro Basin True Zone in its absolute discretion.
Appears in 1 contract
Sources: Arrangement Agreement
Dissenting Shareholders. 5.1 Notwithstanding §3.1 hereof, holders of Petro Basin MOBIO Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 185 sections 237 – 247 of the OBCA. Notwithstanding subsection 185(6) of the OBCA, any Petro Basin Shareholder seeking to exercise Dissent Rights must deliver to Petro Basin a written objection to the Arrangement by 5:00 p.m., Toronto time, on the Business Day that is five Business Days prior to the date of the Petro Basin Meeting (as it may be adjourned or postponed from time to time) and must strictly comply with all other provisions of section 185 of the OBCA as modified by the Interim Order BCBCA (collectively, the “Dissent Procedures”).
5.2 Petro Basin MOBIO Shareholders who duly exercise Dissent Rights with respect to their Petro Basin MOBIO Shares (“Dissenting Shares”) and who:
(a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Petro Basin MOBIO for cancellation immediately before the Effective Date; or
(b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- non-dissenting Petro Basin MOBIO Shareholder and shall receive New MOBIO Shares and Subco Shares, Shares on the same basis as every other non-dissenting Petro Basin MOBIO Shareholder, and in no case shall Petro Basin MOBIO be required to recognize such person as holding Petro Basin MOBIO Shares on or after the Effective Date.
5.3 If a Petro Basin MOBIO Shareholder exercises the Dissent Right, Petro Basin MOBIO shall on the Effective Date set aside and not distribute that portion of the Distributed Subco Shares that is attributable to the Petro Basin MOBIO Shares for which the Dissent Right has been exercised. If the dissenting Petro Basin MOBIO Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Petro Basin MOBIO shall distribute to such Petro Basin MOBIO Shareholder his, her or its pro-rata portion of the respective Distributed Subco Shares. If a Petro Basin MOBIO Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid fair value for their Dissenting Shares, then Petro Basin MOBIO shall retain the portion of the Distributed Subco Shares attributable to such Petro Basin MOBIO Shareholder (collectively, the “Non-Non- Distributed Subco Shares”), and the Non-Distributed Subco Shares shall be dealt with as determined by the board of directors of Petro Basin MOBIO in its absolute discretion.
Appears in 1 contract
Sources: Arrangement Agreement
Dissenting Shareholders. 5.1 Notwithstanding §3.1 hereof, holders of Petro Basin Rockshield Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 185 sections 237 to 247 of the OBCA. Notwithstanding subsection 185(6) of the OBCA, any Petro Basin Shareholder seeking to exercise Dissent Rights must deliver to Petro Basin a written objection to the Arrangement by 5:00 p.m., Toronto time, on the Business Day that is five Business Days prior to the date of the Petro Basin Meeting Act (as it may be adjourned or postponed from time to time) and must strictly comply with all other provisions of section 185 of the OBCA as modified by the Interim Order (collectively, the “Dissent Procedures”).
5.2 Petro Basin Rockshield Shareholders who duly exercise Dissent Rights with respect to their Petro Basin Rockshield Shares (“Dissenting Shares”) and who:
(a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Petro Basin Rockshield for cancellation immediately before the Effective Date; or
(b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- dissenting Petro Basin Rockshield Shareholder and shall receive New Shares, Acquico Shares and Subco OppCo Shares, on the same basis as every other non-dissenting Petro Basin Rockshield Shareholder, and in no case shall Petro Basin Rockshield be required to recognize such person as holding Petro Basin Rockshield Shares on or after the Effective Date.
5.3 If a Petro Basin Rockshield Shareholder exercises the Dissent Right, Petro Basin Rockshield shall on the Effective Date set aside and not distribute that portion of the Distributed Subco AcquiCo Shares and /or the Distributed OppCo Shares that is attributable to the Petro Basin Rockshield Shares for which the Dissent Right has been exercised. If the dissenting Petro Basin Rockshield Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Petro Basin Rockshield shall distribute to such Petro Basin Rockshield Shareholder his, her or its pro-rata portion of the Distributed Subco AcquiCo Shares and /or the Distributed OppCo Shares. If a Petro Basin Rockshield Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Petro Basin Rockshield shall retain the portion of the Distributed Subco AcquiCo Shares and /or the Distributed OppCo Shares attributable to such Petro Basin Rockshield Shareholder (the “Non-Distributed Subco Subsidiary Shares”), and the Non-Distributed Subco Subsidiary Shares shall be dealt with as determined by the board of directors of Petro Basin Rockshield in its absolute discretion.
Appears in 1 contract
Sources: Arrangement Agreement
Dissenting Shareholders. 5.1 Notwithstanding §3.1 hereof, holders of Petro Basin 360 Capital Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 185 sections 237 – 247 of the OBCA. Notwithstanding subsection 185(6) of the OBCA, any Petro Basin Shareholder seeking to exercise Dissent Rights must deliver to Petro Basin a written objection to the Arrangement by 5:00 p.m., Toronto time, on the Business Day that is five Business Days prior to the date of the Petro Basin Meeting (as it may be adjourned or postponed from time to time) and must strictly comply with all other provisions of section 185 of the OBCA as modified by the Interim Order BCBCA (collectively, the “Dissent Procedures”).
5.2 Petro Basin 360 Capital Shareholders who duly exercise Dissent Rights with respect to their Petro Basin 360 Capital Shares (“Dissenting Shares”) and who:
(a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Petro Basin 360 Capital for cancellation immediately before the Effective Date; or
(b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- dissenting Petro Basin 360 Capital Shareholder and shall receive New Shares and Subco Atikin Shares, CGSG Shares and Plenus Shares on the same basis as every other non-dissenting Petro Basin 360 Capital Shareholder, and in no case shall Petro Basin 360 Capital be required to recognize such person as holding Petro Basin 360 Capital Shares on or after the Effective Date.
5.3 If a Petro Basin 360 Capital Shareholder exercises the Dissent Right, Petro Basin 360 Capital shall on the Effective Date set aside and not distribute that portion of the Distributed Subco Atikin, CGSG and Plenus Shares that is attributable to the Petro Basin 360 Capital Shares for which the Dissent Right has been exercised. If the dissenting Petro Basin 360 Capital Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Petro Basin 360 Capital shall distribute to such Petro Basin 360 Capital Shareholder his, her or its pro-rata portion of the Distributed Subco Atikin, CGSG and Plenus Shares. If a Petro Basin 360 Capital Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Petro Basin 360 Capital shall retain the portion of the Distributed Subco Atikin, CGSG and Plenus Shares attributable to such Petro Basin 360 Capital Shareholder (the “Non-Distributed Subco Atikin, CGSG and Plenus Shares”), and the Non-Distributed Subco Atikin, CGSG and Plenus Shares shall be dealt with as determined by the board of directors of Petro Basin 360 Capital in its absolute discretion.
Appears in 1 contract
Sources: Arrangement Agreement
Dissenting Shareholders. 5.1 Notwithstanding §3.1 hereof, holders of Petro Basin PUF Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 185 sections 237 – 247 of the OBCA. Notwithstanding subsection 185(6) of the OBCA, any Petro Basin Shareholder seeking to exercise Dissent Rights must deliver to Petro Basin a written objection to the Arrangement by 5:00 p.m., Toronto time, on the Business Day that is five Business Days prior to the date of the Petro Basin Meeting (as it may be adjourned or postponed from time to time) and must strictly comply with all other provisions of section 185 of the OBCA as modified by the Interim Order BCBCA (collectively, the “Dissent Procedures”).
5.2 Petro Basin PUF Shareholders who duly exercise Dissent Rights with respect to their Petro Basin PUF Shares (“Dissenting Shares”) and who:
(a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Petro Basin PUF for cancellation immediately before the Effective Date; or
(b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- non-dissenting Petro Basin PUF Shareholder and shall receive New PUF Shares and Subco Shares, Natures Hemp Shares on the same basis as every other non-dissenting Petro Basin PUF Shareholder, and in no case shall Petro Basin PUF be required to recognize such person as holding Petro Basin PUF Shares on or after the Effective Date.
5.3 If a Petro Basin PUF Shareholder exercises the Dissent Right, Petro Basin PUF shall on the Effective Date set aside and not distribute that portion of the Distributed Subco Natures Hemp Shares that is attributable to the Petro Basin PUF Shares for which the Dissent Right has been exercised. If the dissenting Petro Basin PUF Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Petro Basin PUF shall distribute to such Petro Basin PUF Shareholder his, her or its pro-rata portion of the respective Distributed Subco Natures Hemp Shares. If a Petro Basin PUF Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid fair value for their Dissenting Shares, then Petro Basin PUF shall retain the portion of the Distributed Subco Natures Hemp Shares attributable to such Petro Basin PUF Shareholder (collectively, the “Non-Distributed Subco Shares”), and the Non-Distributed Subco Shares shall be dealt with as determined by the board of directors of Petro Basin PUF in its absolute discretion.
Appears in 1 contract
Sources: Arrangement Agreement
Dissenting Shareholders. 5.1 Notwithstanding §3.1 hereof, holders of Petro Basin CLM Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 185 sections 237 – 247 of the OBCA. Notwithstanding subsection 185(6) of the OBCA, any Petro Basin Shareholder seeking to exercise Dissent Rights must deliver to Petro Basin a written objection to the Arrangement by 5:00 p.m., Toronto time, on the Business Day that is five Business Days prior to the date of the Petro Basin Meeting (as it may be adjourned or postponed from time to time) and must strictly comply with all other provisions of section 185 of the OBCA as modified by the Interim Order BCBCA (collectively, the “Dissent Procedures”).
5.2 Petro Basin CLM Shareholders who duly exercise Dissent Rights with respect to their Petro Basin CLM Shares (“Dissenting Shares”) and who:
(a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Petro Basin CLM for cancellation immediately before the Effective Date; or
(b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- non-dissenting Petro Basin CLM Shareholder and shall receive New CLM Shares and Subco Shares, Spinco Shares on the same basis as every other non-dissenting Petro Basin CLM Shareholder, and in no case shall Petro Basin CLM be required to recognize such person as holding Petro Basin CLM Shares on or after the Effective Date.
5.3 If a Petro Basin CLM Shareholder exercises the Dissent Right, Petro Basin CLM shall on the Effective Date set aside and not distribute that portion of the Distributed Subco Spinco Shares that is attributable to the Petro Basin CLM Shares for which the Dissent Right has been exercised. If the dissenting Petro Basin CLM Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Petro Basin CLM shall distribute to such Petro Basin CLM Shareholder his, her or its pro-rata portion of the respective Distributed Subco Spinco Shares. If a Petro Basin CLM Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid fair value for their Dissenting Shares, then Petro Basin CLM shall retain the portion of the Distributed Subco Spinco Shares attributable to such Petro Basin CLM Shareholder (collectively, the “Non-Distributed Subco Shares”), and the Non-Distributed Subco Shares shall be dealt with as determined by the board of directors of Petro Basin CLM in its absolute discretion.
Appears in 1 contract
Sources: Arrangement Agreement
Dissenting Shareholders. 5.1 Notwithstanding §3.1 hereof, holders of Petro Basin ▇▇▇▇▇▇▇▇▇ Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 185 sections 237 – 247 of the OBCA. Notwithstanding subsection 185(6) of the OBCA, any Petro Basin Shareholder seeking to exercise Dissent Rights must deliver to Petro Basin a written objection to the Arrangement by 5:00 p.m., Toronto time, on the Business Day that is five Business Days prior to the date of the Petro Basin Meeting (as it may be adjourned or postponed from time to time) and must strictly comply with all other provisions of section 185 of the OBCA as modified by the Interim Order BCBCA (collectively, the “Dissent Procedures”).
5.2 Petro Basin ▇▇▇▇▇▇▇▇▇ Shareholders who duly exercise Dissent Rights with respect to their Petro Basin ▇▇▇▇▇▇▇▇▇ Shares (“Dissenting Shares”) and who:
(a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Petro Basin ▇▇▇▇▇▇▇▇▇ for cancellation immediately before the Effective Date; or
(b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- dissenting Petro Basin ▇▇▇▇▇▇▇▇▇ Shareholder and shall receive New Shares and Subco Shares, Acqua Shares, Breosla Shares, Forbairt Shares, Laidineach Shares, Saibhir Shares, and Teaghlach Shares on the same basis as every other non-dissenting Petro Basin ▇▇▇▇▇▇▇▇▇ Shareholder, and in no case shall Petro Basin ▇▇▇▇▇▇▇▇▇ be required to recognize such person as holding Petro Basin ▇▇▇▇▇▇▇▇▇ Shares on or after the Effective Date.
5.3 If a Petro Basin ▇▇▇▇▇▇▇▇▇ Shareholder exercises the Dissent Right, Petro Basin ▇▇▇▇▇▇▇▇▇ shall on the Effective Date set aside and not distribute that portion of the Distributed Subco Subsidiary Shares that is attributable to the Petro Basin ▇▇▇▇▇▇▇▇▇ Shares for which the Dissent Right has been exercised. If the dissenting Petro Basin ▇▇▇▇▇▇▇▇▇ Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Petro Basin ▇▇▇▇▇▇▇▇▇ shall distribute to such Petro Basin ▇▇▇▇▇▇▇▇▇ Shareholder his, her or its pro-rata portion of the Distributed Subco Subsidiary Shares. If a Petro Basin ▇▇▇▇▇▇▇▇▇ Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Petro Basin ▇▇▇▇▇▇▇▇▇ shall retain the portion of the Distributed Subco Subsidiary Shares attributable to such Petro Basin ▇▇▇▇▇▇▇▇▇ Shareholder (the “Non-Distributed Subco Subsidiary Shares”), and the Non-Distributed Subco Subsidiary Shares shall be dealt with as determined by the board of directors of Petro Basin ▇▇▇▇▇▇▇▇▇ in its absolute discretion.
Appears in 1 contract
Sources: Arrangement Agreement