Notification of Certain Events. In order to assist Parent to comply with its obligations hereunder and to permit ExchangeCo to exercise the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, ExchangeCo will notify Parent of each of the following events at the time set forth below: (a) in the event of any determination by the Board of Directors of ExchangeCo to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo or to effect any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution; (b) promptly, upon the earlier of receipt by ExchangeCo of notice of and ExchangeCo otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo or to effect any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs; (c) immediately, upon receipt by ExchangeCo of a Retraction Request; (d) on the same date on which notice of redemption is given to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Share Provisions; and (e) as soon as practicable upon the issuance by ExchangeCo of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares and rights to acquire Exchangeable Shares in exchange for outstanding Common Shares of the Company pursuant to the Share Exchange Agreement).
Appears in 5 contracts
Sources: Share Exchange Agreement, Share Exchange Agreement (Future Energy Corp.), Exchangeable Share Support Agreement (Future Energy Corp.)
Notification of Certain Events. In order to assist Parent US Gold to comply with its obligations hereunder and to permit ExchangeCo Callco or US Gold to exercise the Liquidation Call Right, the Retraction Call Right, Redemption Call Right and the Redemption Change of Law Call Right, ExchangeCo as applicable, Exchangeco will notify Parent US Gold and Callco of each of the following events at the time set forth below:
(a) in the event of any determination by the Board board of Directors directors of ExchangeCo Exchangeco to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo Exchangeco or to effect any other distribution of the assets of ExchangeCo Exchangeco among its shareholders for the purpose of winding up its affairs, at least 60 30 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
(b) promptly, promptly upon the earlier of (i) receipt by ExchangeCo Exchangeco of notice of of, and ExchangeCo (ii) Exchangeco otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo Exchangeco or to effect any other distribution of the assets of ExchangeCo Exchangeco among its shareholders for the purpose of winding up its affairs;
(c) immediately, immediately upon receipt by ExchangeCo Exchangeco of a Retraction Request;
(d) on the same date on which notice of redemption is given to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Share Provisions; and;
(e) as soon as practicable promptly upon the issuance by ExchangeCo Exchangeco of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares and or rights to acquire Exchangeable Shares in exchange for outstanding Common Shares of the Company pursuant to the Share Exchange AgreementArrangement); and
(f) promptly, upon receiving notice of a Change of Law (as such term is defined in the Plan of Arrangement).
Appears in 4 contracts
Sources: Support Agreement (U S Gold Corp), Arrangement Agreement (U S Gold Corp), Arrangement Agreement (Minera Andes Inc /Wa)
Notification of Certain Events. In order to assist Parent USCo and CallCo to comply with its their respective obligations hereunder hereunder, AcquisitionCo will give USCo and to permit ExchangeCo to exercise the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, ExchangeCo will notify Parent CallCo notice of each of the following events at the time set forth below:
(a) immediately, in the event of any determination by the Board of Directors of ExchangeCo AcquisitionCo to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo or to effect take any other distribution action which would require a vote of the assets holders of ExchangeCo among its shareholders Exchangeable Shares for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distributionapproval;
(b) promptlyimmediately, upon the earlier of of: (i) receipt by ExchangeCo AcquisitionCo of notice of of; and ExchangeCo (ii) AcquisitionCo otherwise becoming aware of of, any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo AcquisitionCo or to effect any other distribution of the assets of ExchangeCo AcquisitionCo among its shareholders for the purpose of winding winding-up its affairs;
(c) immediately, upon receipt by ExchangeCo AcquisitionCo of a Retraction Request;
(d) on the same date on which notice of redemption is given at least 30 days prior to holders of Exchangeable Shares, upon the determination of a any Automatic Redemption Date in accordance with the Share Provisions; andDate;
(e) as soon as practicable upon the issuance by ExchangeCo AcquisitionCo of any Exchangeable Shares or any rights to acquire Exchangeable Shares same; and
(f) in the event of any determination by the Board of Directors of AcquisitionCo to institute voluntary liquidation, dissolution or winding-up proceedings with respect to AcquisitionCo or to effect any other than the issuance of Exchangeable Shares and rights to acquire Exchangeable Shares in exchange for outstanding Common Shares distribution of the Company pursuant assets of AcquisitionCo among its shareholders for the purpose of winding-up its affairs, at least 30 days prior to the Share Exchange Agreement)proposed effective date of such liquidation, dissolution, winding-up or other distribution.
Appears in 4 contracts
Sources: Support Agreement (SimplePons, Inc.), Support Agreement (SimplePons, Inc.), Support Agreement (Quinko-Tek International, Inc.)
Notification of Certain Events. In order to assist Parent RG to comply with its obligations hereunder and to permit ExchangeCo Callco or RG to exercise exercise, as the case may be, the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right and the Redemption Call Right, ExchangeCo will Canco shall notify Parent RG and Callco of each of the following events at the time set forth below:
(a) in the event of any determination by the Board of Directors of ExchangeCo Canco to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo Canco or to effect any other distribution of the assets of ExchangeCo Canco among its shareholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
(b) promptly, upon the earlier of receipt by ExchangeCo Canco of notice of and ExchangeCo Canco otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo Canco or to effect any other distribution of the assets of ExchangeCo Canco among its shareholders for the purpose of winding up its affairs;
(c) immediately, upon receipt by ExchangeCo Canco of a Retraction Request;
(d) on the same date on which notice of redemption is given to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Share Provisions; and;
(e) as soon as practicable upon the issuance by ExchangeCo Canco of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares and rights to acquire Exchangeable Shares in exchange for outstanding Common Shares of the Company pursuant to the Share Exchange AgreementArrangement); and
(f) promptly, upon receiving notice of a Change of Law (as defined in the Plan of Arrangement).
Appears in 4 contracts
Sources: Arrangement Agreement (Royal Gold Inc), Support Agreement (Royal Gold Inc), Arrangement Agreement (Royal Gold Inc)
Notification of Certain Events. In order to assist Parent to comply with its obligations hereunder and to permit ExchangeCo NovaScotiaco to exercise the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, ExchangeCo Exchangeco will notify Parent Parent, NovaScotiaco and the Agent of each of the following events at the time set forth below:
(a) in the event of any determination by the Board of Directors of ExchangeCo to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo Exchangeco or to effect any other distribution of the assets of ExchangeCo Exchangeco among its shareholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
(b) promptly, upon the earlier of receipt by ExchangeCo Exchangeco of notice of and ExchangeCo Exchangeco otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo Exchangeco or to effect any other distribution of the assets of ExchangeCo Exchangeco among its shareholders for the purpose of winding up its affairs;
(c) immediately, upon receipt by ExchangeCo Exchangeco of a Retraction Request;
(d) on the same date on which notice of redemption is given to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Share Provisions; and
(e) as soon as practicable upon the issuance by ExchangeCo Exchangeco of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares and rights to acquire Exchangeable Shares in exchange for outstanding Common Shares of the Company pursuant to the Share Exchange Agreement)Shares.
Appears in 3 contracts
Sources: Exchangeable Share Support Agreement (Ideal Accents Inc), Exchangeable Share Support Agreement (Ideal Accents Inc), Exchangeable Share Support Agreement (Ideal Accents Inc)
Notification of Certain Events. In order to assist Parent MEC to comply with its obligations hereunder and to permit ExchangeCo MEC to exercise the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, ExchangeCo Exchangeco will notify Parent MEC of each of the following events at the time set forth below:
(a) in the event of any determination by the Board of Directors of ExchangeCo Exchangeco to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo Exchangeco or to effect any other distribution of the assets of ExchangeCo Exchangeco among its shareholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
(b) promptly, upon the earlier of receipt by ExchangeCo Exchangeco of notice of and ExchangeCo Exchangeco otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo Exchangeco or to effect any other distribution of the assets of ExchangeCo Exchangeco among its shareholders for the purpose of winding up its affairs;
(c) immediately, upon receipt by ExchangeCo Exchangeco of a Retraction Request;
(d) on the same date on which notice of redemption is given to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Share Provisions; and
(e) as soon as practicable upon the issuance by ExchangeCo Exchangeco of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares and rights to acquire Exchangeable Shares in exchange for outstanding Common Shares of the Company pursuant to the Share Exchange Agreement)Shares.
Appears in 3 contracts
Sources: Exchangeable Share Support Agreement (Magna Entertainment Corp), Exchangeable Share Support Agreement (Magna Entertainment Corp), Exchangeable Share Support Agreement (Magna Entertainment Corp)
Notification of Certain Events. In order to assist Parent Lululemon and Callco to comply with its obligations hereunder and to permit ExchangeCo Callco to exercise the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, ExchangeCo Exchangeco will notify Parent Lululemon and Callco of each of the following events at the time set forth below:
(a) in the event of any determination by the Board board of Directors directors of ExchangeCo Exchangeco to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo Exchangeco or to effect any other distribution of the assets of ExchangeCo Exchangeco among its shareholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
(b) promptly, upon the earlier of receipt by ExchangeCo Exchangeco of notice of and ExchangeCo Exchangeco otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo Exchangeco or to effect any other distribution of the assets of ExchangeCo Exchangeco among its shareholders for the purpose of winding up its affairs;
(c) immediatelypromptly, upon receipt by ExchangeCo Exchangeco of a Retraction Request;
(d) on the same date on which notice of redemption is given to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Exchangeable Share Provisions; and
(e) as soon as practicable upon the issuance by ExchangeCo Exchangeco of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares and rights to acquire Exchangeable Shares in exchange for outstanding Common Shares of the Company LIPO Canada common shares pursuant to the Share Exchange AgreementArrangement).
Appears in 3 contracts
Sources: Exchangeable Share Support Agreement (Lululemon Athletica Inc.), Exchangeable Share Support Agreement (Lululemon Corp.), Exchangeable Share Support Agreement (Lululemon Athletica Inc.)
Notification of Certain Events. In order to assist Parent Newmont to comply with its obligations hereunder and to permit ExchangeCo Callco or Newmont to exercise the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, ExchangeCo New Exchangeco will notify Parent Newmont and Callco of each of the following events at the time set forth below:
(a) in the event of any determination by the Board of Directors of ExchangeCo New Exchangeco to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo New Exchangeco or to effect any other distribution of the assets of ExchangeCo New Exchangeco among its shareholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
(b) promptly, upon the earlier of receipt by ExchangeCo New Exchangeco of notice of and ExchangeCo New Exchangeco otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo New Exchangeco or to effect any other distribution of the assets of ExchangeCo New Exchangeco among its shareholders for the purpose of winding up its affairs;
(c) immediately, upon receipt by ExchangeCo New Exchangeco of a Retraction Request;
(d) on the same date on which notice of redemption is given to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Share Provisions; and
(e) as soon as practicable upon the issuance by ExchangeCo New Exchangeco of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares and rights to acquire Exchangeable Shares in exchange for outstanding Common Shares of the Company pursuant to the Share Exchange AgreementArrangement).
Appears in 2 contracts
Sources: Voting and Exchange Trust Agreement (Newmont Mining Corp /De/), Support Agreement (Newmont Mining Corp /De/)
Notification of Certain Events. In order to assist Parent to comply Acquiror in compliance with its obligations hereunder and to permit ExchangeCo CallCo to exercise the Liquidation Call Right, the Retraction Call Right, the Redemption Call Right and the Redemption Change of Law Call RightRight (if Acquiror causes CallCo to exercise such right), ExchangeCo will notify Parent Acquiror and CallCo of each of the following events at the time times set forth below:
(a) in the event of any determination by the Board of Directors of ExchangeCo to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo or to effect any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding winding-up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
(b) promptly, upon the earlier of receipt by ExchangeCo of notice of and ExchangeCo otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings proceeding with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo or to effect any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding winding-up its affairs;
(c) immediatelypromptly, upon receipt by ExchangeCo of a Retraction Request;
(d) on promptly, following the same date on which notice of redemption is given to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Exchangeable Share Provisions; and;
(e) as soon as practicable promptly, upon the issuance by ExchangeCo of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares and rights to acquire Exchangeable Shares in exchange for outstanding NuLoch Common Shares of the Company pursuant to the Share Exchange AgreementArrangement); and
(f) promptly, upon receiving notice of a Change of Law.
Appears in 2 contracts
Sources: Arrangement Agreement (Magnum Hunter Resources Corp), Support Agreement (Magnum Hunter Resources Corp)
Notification of Certain Events. In order to assist Parent LoJack to comply with its obligations hereunder and to permit ExchangeCo LoJack Callco to exercise the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, ExchangeCo LoJack Exchangeco will notify Parent LoJack and LoJack Callco of each of the following events at the time set forth below:
(a) 2.4.1 in the event of any determination by the Board board of Directors directors of ExchangeCo LoJack Exchangeco to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo LoJack Exchangeco or to effect any other distribution of the assets of ExchangeCo LoJack Exchangeco among its shareholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
(b) 2.4.2 promptly, upon the earlier of receipt by ExchangeCo LoJack Exchangeco of notice of and ExchangeCo LoJack Exchangeco otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo LoJack Exchangeco or to effect any other distribution of the assets of ExchangeCo LoJack Exchangeco among its shareholders for the purpose of winding up its affairs;
(c) 2.4.3 immediately, upon receipt by ExchangeCo LoJack Exchangeco of a Retraction Request;
(d) 2.4.4 on the same date on which notice of redemption is given to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Share Provisions; and
(e) 2.4.5 as soon as practicable upon the issuance by ExchangeCo LoJack Exchangeco of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares and rights to acquire Exchangeable Shares in exchange for outstanding Boomerang Common Shares of the Company pursuant to the Share Exchange AgreementArrangement).
Appears in 2 contracts
Sources: Combination Agreement (Lojack Corp), Support Agreement (Lojack Corp)
Notification of Certain Events. In order to assist Parent to comply with its obligations hereunder under this Agreement and to permit ExchangeCo CallCo to exercise the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right and or the Redemption Call Right, as applicable, ExchangeCo will shall notify Parent and CallCo of each of the following events at the time set forth below:
(a) in the event of any determination by the Board board of Directors directors of ExchangeCo to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo or to effect any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
(b) promptly, promptly upon the earlier of (i) receipt by ExchangeCo of notice of of, and (ii) ExchangeCo otherwise becoming aware of of, any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo or to effect any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs;
(c) immediately, upon receipt by ExchangeCo of a Retraction Request;
(d) on the same date on which notice of redemption is given to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Exchangeable Share Provisions; and;
(e) as soon as practicable upon the issuance by ExchangeCo of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares and rights to acquire Exchangeable Shares in exchange for outstanding Common Shares of the Company pursuant to the Share Exchange AgreementArrangement); and
(f) promptly, upon receiving notice of a Change of Law.
Appears in 2 contracts
Sources: Transaction Agreement (Zymeworks Inc.), Exchangeable Share Support Agreement (Zymeworks Delaware Inc.)
Notification of Certain Events. In order to assist Parent to comply Acquiror in compliance with its obligations hereunder and to permit ExchangeCo Callco to exercise the Liquidation Call Right, the Retraction Call Right, the Redemption Call Right and the Redemption Change of Law Call RightRight (if Acquiror causes Callco to exercise such right), ExchangeCo will notify Parent Acquiror and Callco of each of the following events at the time times set forth below:
(a) in the event of any determination by the Board of Directors of ExchangeCo to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo or to effect any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding winding-up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
(b) promptly, upon the earlier of receipt by ExchangeCo of notice of and ExchangeCo otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings proceeding with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo or to effect any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding winding-up its affairs;
(c) immediatelypromptly, upon receipt by ExchangeCo of a Retraction Request;
(d) on promptly, following the same date on which notice of redemption is given to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Exchangeable Share Provisions; and;
(e) as soon as practicable promptly, upon the issuance by ExchangeCo of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares and rights to acquire Exchangeable Shares in exchange for outstanding Target Common Shares of the Company pursuant to the Share Exchange AgreementArrangement); and
(f) promptly, upon receiving notice of a Change of Law.
Appears in 2 contracts
Sources: Arrangement Agreement (Gran Tierra Energy, Inc.), Support Agreement (Gran Tierra Energy, Inc.)
Notification of Certain Events. In order to assist Parent to comply with its obligations hereunder and to permit ExchangeCo to exercise the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, ExchangeCo will notify Parent of each of the following events at the time set forth below:
(a) in the event of any determination by the Board of Directors of ExchangeCo to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo or to effect any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
(b) promptly, upon the earlier of receipt by ExchangeCo of notice of and ExchangeCo otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo or to effect any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs;
(c) immediately, upon receipt by ExchangeCo of a Retraction Request;
(d) on the same date on which notice of redemption is given to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Share Provisions; and
(e) as soon as practicable upon the issuance by ExchangeCo of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares and rights to acquire Exchangeable Shares in exchange for outstanding Common Shares of the Company pursuant to the Share Exchange AgreementArrangement).
Appears in 2 contracts
Sources: Arrangement Agreement (Counterpath Solutions, Inc.), Exchangeable Share Support Agreement (Counterpath Solutions, Inc.)
Notification of Certain Events. In order to assist Parent Vail to comply with its obligations hereunder and to permit ExchangeCo Vail or Callco to exercise exercise, as the case may be, the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right and or the Redemption Call Right, ExchangeCo will as applicable, Exchangeco shall notify Parent Vail and Callco of each of the following events at the time set forth below:
(a) in the event of any determination by the Board board of Directors directors of ExchangeCo Exchangeco to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo Exchangeco or to effect any other distribution of the assets of ExchangeCo Exchangeco among its shareholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
(b) promptly, promptly upon the earlier of (i) receipt by ExchangeCo Exchangeco of notice of of, and ExchangeCo (ii) Exchangeco otherwise becoming aware of of, any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo Exchangeco or to effect any other distribution of the assets of ExchangeCo Exchangeco among its shareholders for the purpose of winding up its affairs;
(c) immediately, upon receipt by ExchangeCo Exchangeco of a Retraction Request;
(d) on the same date on which notice of redemption is given to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Exchangeable Share Provisions; and;
(e) as soon as practicable upon the issuance by ExchangeCo Exchangeco of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares and rights to acquire Exchangeable Shares in exchange for outstanding Common Shares of the Company pursuant to the Share Exchange AgreementArrangement); and
(f) promptly, upon receiving notice of a Change of Law (as such term is defined in the Plan of Arrangement).
Appears in 1 contract
Notification of Certain Events. In order to assist Parent Pure to comply with its obligations hereunder and to permit ExchangeCo Pure to exercise the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, ExchangeCo Pure Exchangeco will notify Parent Pure of each of the following events at the time set forth below:
(a) in the event of any determination by the Board of Directors of ExchangeCo Pure Exchangeco to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo Pure Exchangeco or to effect any other distribution of the assets of ExchangeCo Pure Exchangeco among its shareholders for the purpose of winding up its affairs, at least 60 days prior to before the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
(b) promptly, upon the earlier of receipt by ExchangeCo Pure Exchangeco of notice of and ExchangeCo Pure Exchangeco otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo Pure Exchangeco or to effect any other distribution of the assets of ExchangeCo Pure Exchangeco among its shareholders for the purpose of winding up its affairs;
(c) immediately, upon receipt by ExchangeCo Pure Exchangeco of a Retraction Request;
(d) on the same date on which notice of redemption is given prior to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Share Provisions; and
(e) as soon as practicable upon the issuance by ExchangeCo Pure Exchangeco of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares and rights to acquire Exchangeable Shares in exchange for outstanding Common Shares of the Company pursuant to the Share Exchange Agreement).
Appears in 1 contract
Notification of Certain Events. In order to assist Parent to comply Duke Energy in compliance with its obligations hereunder and to permit ExchangeCo Callco to exercise the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, ExchangeCo Exchangeco will notify Parent Duke Energy and Callco of each of the following events at the time times set forth below:
(a) in the event of any determination by the Board of Directors of ExchangeCo Exchangeco to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo Exchangeco or to effect any other distribution of the assets of ExchangeCo Exchangeco among its shareholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
(b) promptly, upon the earlier of receipt by ExchangeCo Exchangeco of notice of and ExchangeCo Exchangeco otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings proceeding with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo Exchangeco or to effect any other distribution of the assets of ExchangeCo Exchangeco among its shareholders for the purpose of winding up its affairs;
(c) immediatelypromptly, upon receipt by ExchangeCo Exchangeco of a Retraction Request;
(d) on promptly following the same date on which notice of redemption is given to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Exchangeable Share Provisions; and
(e) as soon as practicable promptly upon the issuance by ExchangeCo Exchangeco of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares and rights to acquire Exchangeable Shares in exchange for outstanding Westcoast Common Shares of the Company pursuant to the Share Exchange AgreementArrangement).
Appears in 1 contract
Notification of Certain Events. In order to assist Parent Newmont to comply with its obligations hereunder and to permit ExchangeCo Callco or Newmont to exercise the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, ExchangeCo Acquisitionco will notify Parent Newmont and Callco of each of the following events at the time set forth below:
(a) in the event of any determination by the Board of Directors of ExchangeCo Acquisitionco to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo Acquisitionco or to effect any other distribution of the assets of ExchangeCo Acquisitionco among its shareholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
(b) promptly, upon the earlier of receipt by ExchangeCo Acquisitionco of notice of and ExchangeCo Acquisitionco otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo Acquisitionco or to effect any other distribution of the assets of ExchangeCo Acquisitionco among its shareholders for the purpose of winding up its affairs;
(c) immediately, upon receipt by ExchangeCo Acquisitionco of a Retraction Request;
(d) on the same date on which notice of redemption is given to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Share Provisions; and
(e) as soon as practicable upon the issuance by ExchangeCo Acquisitionco of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares and rights to acquire Exchangeable Shares in exchange for outstanding Common Shares of the Company pursuant to the Share Exchange AgreementArrangement).
Appears in 1 contract
Notification of Certain Events. In order to assist Parent to comply with its obligations hereunder and to permit ExchangeCo Parent to exercise the Liquidation Call RightRights, the Retraction Call Right and the Redemption Call Right, ExchangeCo Purchaser will notify Parent of each of the following events at the time set forth below:
(a) in the event of any determination by the Board of Directors of ExchangeCo Purchaser to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo Purchaser or to effect any other distribution of the assets of ExchangeCo Purchaser among its shareholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
(b) promptly, upon the earlier of receipt by ExchangeCo Purchaser of notice of and ExchangeCo Purchaser otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo Purchaser or to effect any other distribution of the assets of ExchangeCo Purchaser among its shareholders for the purpose of winding up its affairs;
(c) immediately, upon receipt by ExchangeCo Purchaser of a Retraction Request;
(d) on the same date on which notice of redemption is given to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Share Provisions; and
(e) as soon as practicable upon the issuance by ExchangeCo Purchaser of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares and rights to acquire Exchangeable Shares in exchange for outstanding Common Shares of the Company Teccommon shares pursuant to the Share Exchange AgreementAmalgamation).
Appears in 1 contract
Notification of Certain Events. In order to assist Parent JAG to comply with its obligations hereunder and to permit ExchangeCo to exercise the Liquidation Call Right, the Retraction Call Right and the Redemption Call Righthereunder, ExchangeCo will notify Parent give JAG notice of each of the following events at the time set forth below:
(a) immediately, in the event of any determination by the Board of Directors of ExchangeCo to take any action which would require a vote of the holders of Exchangeable Shares for approval;
(b) immediately, upon the earlier of (i) receipt by ExchangeCo of notice of, and (ii) ExchangeCo otherwise becoming aware of, any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo or to effect any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding-up its affairs;
(c) immediately, upon receipt by ExchangeCo of a Retraction Request (as defined in the Exchangeable Share Provisions);
(d) at least 45 days prior to any Automatic Redemption Date determined by the Board of Directors of ExchangeCo in accordance with clause (b) of the definition of Automatic Redemption Date in the Exchangeable Share Provisions;
(e) as soon as practicable upon the issuance by ExchangeCo of any Exchangeable Shares or rights to acquire Exchangeable Shares; and
(f) in the event of any determination by the Board of Directors of ExchangeCo to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo or to effect any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding winding-up its affairs, at least 60 30 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
(b) promptly, upon the earlier of receipt by ExchangeCo of notice of and ExchangeCo otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo or to effect any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs;
(c) immediately, upon receipt by ExchangeCo of a Retraction Request;
(d) on the same date on which notice of redemption is given to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Share Provisions; and
(e) as soon as practicable upon the issuance by ExchangeCo of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares and rights to acquire Exchangeable Shares in exchange for outstanding Common Shares of the Company pursuant to the Share Exchange Agreement).
Appears in 1 contract
Notification of Certain Events. In order to assist Parent Pubco to comply with its obligations hereunder hereunder, Amalco covenants and agrees to permit ExchangeCo to exercise the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, ExchangeCo will notify Parent give Pubco notice of each of the following events at the time set forth below:
(a) in the event of any determination by the Board board of Directors directors of ExchangeCo Amalco to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo Amalco or to effect any other distribution of the assets of ExchangeCo Amalco among its shareholders for the purpose of winding winding-up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
(b) promptlyimmediately, upon the earlier of of:
(i) receipt by ExchangeCo Amalco of notice of and ExchangeCo of; or
(ii) Amalco otherwise becoming aware of of, any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo Amalco or to effect any other distribution of the assets of ExchangeCo Amalco among its shareholders for the purpose of winding winding-up its affairs;
(c) immediately, upon receipt by ExchangeCo Amalco of a Retraction Request;
(d) on the same date on which notice of redemption is given to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Share Provisions; and
(e) as soon as practicable upon the issuance by ExchangeCo Amalco of any the Exchangeable Shares or rights to acquire the Exchangeable Shares (other than the issuance of Exchangeable Shares and rights to acquire Exchangeable Shares in exchange for outstanding Common Shares of the Company Target shares pursuant to the Share Exchange AgreementAmalgamation);
(e) immediately, in the event of any determination by the Board of Directors of Amalco to take any action which would require a vote of the holders of Exchangeable Shares for approval; and
(f) at least 45 days prior to any Automatic Redemption Date determined by the Board of Directors of Amalco in accordance with clause (b) of the definition of Automatic Redemption Date.
Appears in 1 contract
Sources: Support Agreement (Aspi Europe Inc)
Notification of Certain Events. In order to assist Parent to comply Acquiror in compliance with its obligations hereunder and to permit ExchangeCo Callco to exercise the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, ExchangeCo Canco will notify Parent Acquiror and Callco of each of the following events at the time times set forth below:
(a) in the event of any determination by the Board of Directors of ExchangeCo Canco to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo Canco or to effect any other distribution of the assets of ExchangeCo Canco among its shareholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
(b) promptly, upon the earlier of receipt by ExchangeCo Canco of notice of and ExchangeCo Canco otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings proceeding with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo Canco or to effect any other distribution of the assets of ExchangeCo Canco among its shareholders for the purpose of winding up its affairs;
(c) immediatelypromptly, upon receipt by ExchangeCo Canco of a Retraction Request;
(d) on promptly following the same date on which notice of redemption is given to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Exchangeable Share Provisions; and
(e) as soon as practicable promptly upon the issuance by ExchangeCo Canco of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares and rights to acquire Exchangeable Shares in exchange for outstanding Common Shares of the Company pursuant to the Share Exchange AgreementPlan of Arrangement).
Appears in 1 contract
Notification of Certain Events. In order to assist Parent to comply Duke Energy in compliance with its obligations hereunder and to permit ExchangeCo Callco to exercise the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, ExchangeCo Exchangeco will notify Parent Duke Energy and Callco of each of the following events at the time times set forth below:
(a) in the event of any determination by the Board of Directors of ExchangeCo Exchangeco to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo Exchangeco or to effect any other distribution of the assets of ExchangeCo Exchangeco among its shareholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
(b) promptly, upon the earlier of receipt by ExchangeCo Exchangeco of notice of and ExchangeCo Exchangeco otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings proceeding with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo Exchangeco or to effect any other distribution of the assets of ExchangeCo Exchangeco among its shareholders for the purpose of winding up its affairs;; 128
(c) immediatelypromptly, upon receipt by ExchangeCo Exchangeco of a Retraction Request;
(d) on promptly following the same date on which notice of redemption is given to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Exchangeable Share Provisions; and
(e) as soon as practicable promptly upon the issuance by ExchangeCo Exchangeco of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares and rights to acquire Exchangeable Shares in exchange for outstanding Westcoast Common Shares of the Company pursuant to the Share Exchange AgreementArrangement).
Appears in 1 contract
Notification of Certain Events. In order to assist Parent to comply with its obligations hereunder and to permit ExchangeCo Apta to exercise the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, ExchangeCo Exchangeco will notify Parent Apta, NovaScotiaco and the Agent of each of the following events at the time set forth below:
(a) in the event of any determination by the Board of Directors of ExchangeCo to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo Exchangeco or to effect any other distribution of the assets of ExchangeCo Exchangeco among its shareholders for the purpose of winding up its affairs, at least 60 sixty (60) days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
(b) promptly, upon the earlier of receipt by ExchangeCo Exchangeco of notice of and ExchangeCo Exchangeco otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo Exchangeco or to effect any other distribution of the assets of ExchangeCo Exchangeco among its shareholders for the purpose of winding up its affairs;
(c) immediately, upon receipt by ExchangeCo Exchangeco of a Retraction Request;
(d) on the same date on which notice of redemption is given to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Share Provisions; and
(e) as soon as practicable upon the issuance by ExchangeCo Exchangeco of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares and rights to acquire Exchangeable Shares in exchange for outstanding Common Shares of the Company pursuant to the Share Exchange Agreement)Shares.
Appears in 1 contract
Notification of Certain Events. In order to assist Parent BPY to comply with its obligations hereunder and to permit ExchangeCo BPY to exercise the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, ExchangeCo as applicable, Exchange LP will notify Parent BPY of each of the following events at the time set forth below:
(a) in the event of any determination by the Board of Directors of ExchangeCo to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo Exchange LP or to effect any other distribution of the assets of ExchangeCo Exchange LP among its shareholders holders for the purpose of winding up its affairs, at least 60 30 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
(b) promptly, promptly upon the earlier of (i) receipt by ExchangeCo Exchange LP of notice of of, and ExchangeCo (ii) Exchange LP otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo Exchange LP or to effect any other distribution of the assets of ExchangeCo Exchange LP among its shareholders holders for the purpose of winding up its affairs;
(c) immediately, immediately upon receipt by ExchangeCo Exchange LP of a Retraction Request;
(d) on the same date on which notice of redemption is given to holders of Exchangeable SharesLP Units, upon in the event of any determination of a Redemption Date in accordance with the Share Unit Provisions; and
(e) as soon as practicable promptly upon the issuance by ExchangeCo Exchange LP of any Exchangeable Shares LP Units or rights to acquire Exchangeable Shares LP Units (other than the issuance of Exchangeable Shares and LP Units or rights to acquire Exchangeable Shares in exchange for outstanding Common Shares of the Company LP Units pursuant to the Share Exchange AgreementOffer).
Appears in 1 contract
Sources: Support Agreement (Brookfield Property Partners L.P.)
Notification of Certain Events. In order to assist Parent D-Wave Quantum to comply with its obligations hereunder and to permit ExchangeCo D-Wave Quantum or CallCo to exercise exercise, as the case may be, the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right and or the Redemption Call Right, as applicable, ExchangeCo will shall notify Parent D-Wave Quantum and CallCo of each of the following events at the time set forth below:
(a) in the event of any determination by the Board board of Directors directors of ExchangeCo to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo or to effect any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
(b) promptly, promptly upon the earlier of (i) receipt by ExchangeCo of notice of of, and (ii) ExchangeCo otherwise becoming aware of of, any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo or to effect any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs;
(c) immediately, upon receipt by ExchangeCo of a Retraction Request;
(d) on the same date on which notice of redemption is given to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Exchangeable Share Provisions; and;
(e) as soon as practicable upon the issuance by ExchangeCo of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares and rights to acquire Exchangeable Shares in exchange for outstanding Common Shares of the Company pursuant to the Share Exchange AgreementArrangement); and
(f) promptly, upon receiving notice of a Change of Law.
Appears in 1 contract
Sources: Exchangeable Share Support Agreement (D-Wave Quantum Inc.)
Notification of Certain Events. In order to assist Parent to comply FCE in compliance with its obligations hereunder and to permit ExchangeCo FCE to exercise the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, ExchangeCo will notify Parent FCE and Callco of each of the following events at the time times set forth below:
(a) in the event of any determination by the Board of Directors of ExchangeCo to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo or to effect any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
(b) promptly, upon the earlier of receipt by ExchangeCo of notice of and ExchangeCo otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings proceeding with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo or to effect any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs;
(c) immediatelypromptly, upon receipt by ExchangeCo of a Retraction Request;
(d) on promptly following the same date on which notice of redemption is given to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Exchangeable Share Provisions; and
(e) as soon as practicable promptly upon the issuance by ExchangeCo of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares and rights to acquire Exchangeable Shares in exchange for outstanding Common Shares common shares of the Company Global pursuant to the Share Exchange AgreementArrangement).
Appears in 1 contract
Notification of Certain Events. In order to assist Parent to comply TSA in complying with its obligations hereunder and to permit ExchangeCo TSA Exchangeco, TSA Holdco, or TSA to exercise the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, ExchangeCo TSA Exchangeco will notify Parent TSA, and TSA Holdco (and with respect to (a) below, the transfer agent of the Exchangeable Shares) of each of the following events at the time set forth below:
(a) in the event of any determination by the Board of Directors of ExchangeCo TSA Exchangeco to institute voluntary liquidation, dissolution or winding-winding up proceedings with respect to ExchangeCo TSA Exchangeco or to effect any other distribution of the assets of ExchangeCo TSA Exchangeco among its shareholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-winding up or other distribution;
(b) promptlyimmediately, upon the earlier of of: (i) receipt by ExchangeCo TSA Exchangeco of notice of of; and ExchangeCo (ii) TSA Exchangeco otherwise becoming aware of of, any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-winding up of ExchangeCo TSA Exchangeco or to effect any other distribution of the assets of ExchangeCo TSA Exchangeco among its shareholders for the purpose of winding up its affairs;
(c) immediately, upon receipt by ExchangeCo TSA Exchangeco of a Retraction Request;
(d) on the same date on which notice of redemption is given to the holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Exchangeable Share Provisions; and
(e) as soon as practicable upon the issuance issue by ExchangeCo TSA Exchangeco of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance issue of Exchangeable Shares and rights to acquire Exchangeable Shares in exchange for outstanding Common MDL Class A Shares of the Company pursuant to the Share Exchange AgreementArrangement).
Appears in 1 contract
Sources: Support Agreement (Transaction Systems Architects Inc)
Notification of Certain Events. In order to assist US Parent to comply with its obligations hereunder under this Agreement and to permit ExchangeCo CallCo to exercise the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right and or the Redemption Call Right, as applicable, ExchangeCo will shall notify US Parent and CallCo of each of the following events at the time set forth below:
(a) in the event of any determination by the Board board of Directors directors of ExchangeCo to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo or to effect any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
(b) promptly, promptly upon the earlier of (i) receipt by ExchangeCo of notice of of, and (ii) ExchangeCo otherwise becoming aware of of, any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo or to effect any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs;
(c) immediately, upon receipt by ExchangeCo of a Retraction Request;
(d) on the same date on which notice of redemption is given to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Exchangeable Share Provisions; and;
(e) as soon as practicable upon the issuance by ExchangeCo of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares and rights to acquire Exchangeable Shares in exchange for outstanding Common Shares of the Company pursuant to the Share Exchange Definitive Agreement); and
(f) promptly, upon receiving notice of a Change of Law.
Appears in 1 contract
Notification of Certain Events. In order to assist Parent to comply Acquiror in compliance with its obligations hereunder and to permit ExchangeCo Callco to exercise the Liquidation Call Right, the Retraction Call Right, the Redemption Call Right and the Redemption Change of Law Call RightRight (if Acquiror causes Callco to exercise such right) within the applicable time periods, ExchangeCo Exchangeco will notify Parent Acquiror and Callco of each of the following events at the time times set forth below:
(a) in the event of any determination by the Board of Directors of ExchangeCo Exchangeco to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo Exchangeco or to effect any other distribution of the assets of ExchangeCo Exchangeco among its shareholders for the purpose of winding winding-up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
(b) promptly, upon the earlier of receipt by ExchangeCo Exchangeco of notice of and ExchangeCo Exchangeco otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings proceeding with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo Exchangeco or to effect any other distribution of the assets of ExchangeCo Exchangeco among its shareholders for the purpose of winding winding-up its affairs;
(c) immediatelypromptly, upon receipt by ExchangeCo Exchangeco of a Retraction Request;
(d) on the same date on which notice of redemption is given to holders of Exchangeable Sharespromptly, upon following the determination of a Redemption Date in accordance with the Exchangeable Share Provisions; and;
(e) as soon as practicable promptly, upon the issuance by ExchangeCo Exchangeco of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares and rights to acquire Exchangeable Shares in exchange for outstanding NuLoch Common Shares of the Company pursuant to the Share Exchange AgreementArrangement); and
(f) promptly, upon receiving notice of a Change of Law.
Appears in 1 contract
Notification of Certain Events. In order to assist Parent to comply with its obligations hereunder and to permit ExchangeCo to exercise the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, ExchangeCo will notify Parent of each of the following events at the time set forth below:
(a) in the event of any determination by the Board of Directors of ExchangeCo to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo or to effect any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
(b) promptly, upon the earlier of receipt by ExchangeCo of notice of and ExchangeCo otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo or to effect any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs;
(c) immediately, upon receipt by ExchangeCo of a Retraction Request;
(d) on the same date on which notice of redemption is given to holders of Exchangeable SharesShareholders, upon the determination of a Redemption Date in accordance with the Exchangeable Share Provisions; and
(e) as soon as practicable upon the issuance by ExchangeCo of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares and rights to acquire Exchangeable Shares in exchange for outstanding Common Shares common shares of the Company pursuant to the Share Exchange AgreementArrangement).
Appears in 1 contract
Notification of Certain Events. In order to assist Parent BIP to comply with its obligations hereunder and to permit ExchangeCo BIP to exercise the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, ExchangeCo as applicable, Exchange LP will notify Parent BIP of each of the following events at the time set forth below:
(a) in the event of any determination by the Board of Directors of ExchangeCo to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo Exchange LP or to effect any other distribution of the assets of ExchangeCo Exchange LP among its shareholders holders for the purpose of winding up its affairs, at least 60 30 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
(b) promptly, promptly upon the earlier of (i) receipt by ExchangeCo Exchange LP of notice of of, and ExchangeCo (ii) Exchange LP otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo Exchange LP or to effect any other distribution of the assets of ExchangeCo Exchange LP among its shareholders holders for the purpose of winding up its affairs;
(c) immediately, immediately upon receipt by ExchangeCo Exchange LP of a Retraction Request;
(d) on the same date on which notice of redemption is given to holders of Exchangeable SharesLP Units, upon in the event of any determination of a Redemption Date in accordance with the Share Unit Provisions; and
(e) as soon as practicable promptly upon the issuance by ExchangeCo Exchange LP of any Exchangeable Shares LP Units or rights to acquire Exchangeable Shares LP Units (other than the issuance of Exchangeable Shares and LP Units or rights to acquire Exchangeable Shares in exchange for outstanding Common Shares of the Company LP Units pursuant to the Share Exchange AgreementArrangement).
Appears in 1 contract
Sources: Support Agreement (Brookfield Infrastructure Partners L.P.)
Notification of Certain Events. In order to assist Parent Paid to comply with its obligations hereunder and to permit ExchangeCo it to exercise the Liquidation Call Right, the Retraction Call Right, Redemption Call Right and the Redemption Change of Law Call Right, ExchangeCo as applicable, Amalco will notify Parent Paid of each of the following events at the time set forth below:
(a) in the event of any determination by the Board board of Directors directors of ExchangeCo Amalco to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo Amalco or to effect any other distribution of the assets of ExchangeCo Amalco among its shareholders for the purpose of winding up its affairs, at least 60 35 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
(b) promptly, promptly upon the earlier of (i) receipt by ExchangeCo Amalco of notice of of, and ExchangeCo (ii) Amalco otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo Amalco or to effect any other distribution of the assets of ExchangeCo Amalco among its shareholders for the purpose of winding up its affairs;
(c) immediately, immediately upon receipt by ExchangeCo Amalco of a Retraction RequestRequest or a Paid Call Notice;
(d) on the same date on which notice of redemption is given to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Share Provisions; and;
(e) as soon as practicable promptly upon the issuance by ExchangeCo Amalco of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares and or rights to acquire Exchangeable Shares in exchange for outstanding Common Shares as a result of the Company pursuant to the Share Exchange Agreementan Equivalent Stock Subdivision); and
(f) promptly, upon receiving notice of a Change of Law.
Appears in 1 contract
Sources: Support Agreement (Paid Inc)
Notification of Certain Events. In order to assist the Parent to comply with its obligations hereunder and to permit ExchangeCo the Parent or Callco to exercise exercise, as the case may be, the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right and or the Redemption Call Right, ExchangeCo will as applicable, Exchangeco shall notify the Parent and Callco of each of the following events at the time set forth below:
(a) in the event of any determination by the Board board of Directors directors of ExchangeCo Exchangeco to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ExchangeCo Exchangeco or to effect any other distribution of the assets of ExchangeCo Exchangeco among its shareholders for the purpose of winding up its affairs, at least 60 30 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;
(b) promptly, promptly upon the earlier of (i) receipt by ExchangeCo Exchangeco of notice of and ExchangeCo (ii) Exchangeco otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of ExchangeCo Exchangeco or to effect any other distribution of the assets of ExchangeCo Exchangeco among its shareholders for the purpose of winding up its affairs;
(c) immediately, upon receipt by ExchangeCo Exchangeco of a Retraction Request;
(d) on the same date on which notice of redemption is given to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Exchangeable Share Provisions; and;
(e) as soon as practicable upon the issuance by ExchangeCo Exchangeco of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares and rights to acquire Exchangeable Shares in exchange for outstanding Common Shares of the Company pursuant to the Share Acquisition); and
(f) promptly, upon receiving notice of a Change of Law (as such term is defined in the Exchange Agreement).
Appears in 1 contract