Common use of Purchase for Cancellation Clause in Contracts

Purchase for Cancellation. 8.1 Subject to applicable law and notwithstanding Section 8.2, the Company may at any time and from time to time purchase for cancellation all or any part of the Exchangeable Shares by private agreement with any holder of Exchangeable Shares for consideration consisting of Lululemon Common Shares. 8.2 Subject to applicable law, the Company may at any time and from time to time purchase for cancellation all or any part of the outstanding Exchangeable Shares at any price by tender to all the holders of record of Exchangeable Shares then outstanding or through the facilities of any stock exchange on which the Exchangeable Shares are listed or quoted at any price per share. If in response to an invitation for tenders under the provisions of this Section 8.2 more Exchangeable Shares are tendered at a price or prices acceptable to the Company than the Company is prepared to purchase, the Exchangeable Shares to be purchased by the Company shall be purchased as nearly as may be pro rata according to the number of shares tendered by each holder who submits a tender to the Company, provided that when shares are tendered at different prices, the pro rating shall be effected (disregarding fractions) only with respect to the shares tendered at the price at which more shares were tendered than the Company is prepared to purchase after the Company has purchased all the shares tendered at lower prices. If part only of the Exchangeable Shares shall be purchased, the holder thereof shall receive at the expense of the Company (either in the form of a certificate or in book-entry form through the direct registration system) the balance of such shares.

Appears in 3 contracts

Sources: Arrangement Agreement, Arrangement Agreement (Lululemon Athletica Inc.), Arrangement Agreement (Lululemon Corp.)

Purchase for Cancellation. 8.1 (a) Subject to applicable law Law and the articles of the Corporation and notwithstanding Section 8.2, 8.1(b) the Company Corporation may at any time and from time to time purchase for cancellation all or any part of the Exchangeable Shares by private agreement with any holder of Exchangeable Shares for consideration consisting of Lululemon Common Shares. 8.2 (b) Subject to applicable lawLaw and the articles of the Corporation, the Company Corporation may at any time and from time to time purchase for cancellation all or any part of the outstanding Exchangeable Shares at any price per share by tender to all the holders of record of Exchangeable Shares then outstanding or through the facilities of any stock exchange on which the Exchangeable Shares are listed or quoted at any price per sharetogether with an amount equal to all declared and unpaid dividends thereon for which the record date has occurred prior to the date of purchase. If in response to an invitation for tenders under the provisions of this Section 8.2 8.1(b), more Exchangeable Shares are tendered at a price or prices acceptable to the Company Corporation than the Company Corporation is prepared to purchase, the Exchangeable Shares to be purchased by the Company Corporation shall be purchased as nearly as may be pro rata according to the number of shares tendered by each holder who submits a tender to the CompanyCorporation, provided that when shares are tendered at different prices, the pro rating shall be effected (disregarding fractions) only with respect to the shares tendered at the price at which more shares were tendered than the Company Corporation is prepared to purchase after the Company Corporation has purchased all the shares tendered at lower prices. If only part only of the Exchangeable Shares represented by any certificate shall be purchased, a new certificate for the holder thereof balance of such shares shall receive be issued at the expense of the Company (either in the form of a certificate or in book-entry form through the direct registration system) the balance of such sharesCorporation.

Appears in 2 contracts

Sources: Arrangement Agreement (U S Gold Corp), Arrangement Agreement (Minera Andes Inc /Wa)

Purchase for Cancellation. 8.1 5.8.1 Subject to applicable law and notwithstanding Section 8.2section 5.8.2, the Company Corporation may at any time and from time to time purchase for cancellation all or any part of the Exchangeable Shares by private agreement with any holder of Exchangeable Shares for consideration consisting of Lululemon shares of Spinco Common SharesStock. 8.2 5.8.2 Subject to applicable law, the Company Corporation may at any time and from time to time purchase for cancellation all or any part of the outstanding Exchangeable Shares at any price by tender to all the holders of record of Exchangeable Shares then outstanding or through the facilities of any stock exchange on which the Exchangeable Shares are listed or quoted at any price per share. If in response to an invitation for tenders under the provisions of this Section 8.2 section 5.8.2, more Exchangeable Shares are tendered at a price or prices acceptable to the Company Corporation than the Company Corporation is prepared to purchase, the Exchangeable Shares to be purchased by the Company Corporation shall be purchased as nearly as may be pro rata according to the number of shares tendered by each holder who submits a tender to the CompanyCorporation, provided that when shares are tendered at different prices, the pro rating shall be effected (disregarding fractions) only with respect to the shares tendered at the price at which more shares were tendered than the Company Corporation is prepared to purchase after the Company Corporation has purchased all the shares tendered at lower prices. If part only of the Exchangeable Shares shall be purchased, the holder thereof shall receive at the expense of the Company Corporation (either in the form of a certificate or in book-entry form through the direct registration system) the balance of such shares.

Appears in 1 contract

Sources: Transaction Agreement (Domtar CORP)

Purchase for Cancellation. 8.1 Subject to applicable law and notwithstanding Section 8.2, the Company may at any time and from time to time purchase for cancellation all or any part of the Exchangeable Shares by private agreement with any holder of Exchangeable Shares for consideration consisting of Lululemon Common Shares. 8.2 Subject to applicable law, the Company may at any time and from time to time purchase for cancellation all or any part of the outstanding Exchangeable Shares at any price by tender to all the holders of record of Exchangeable Shares then outstanding or through the facilities of any stock exchange on which the Exchangeable Shares are listed or quoted at any price per share. If in response to an invitation for tenders under the provisions of this Section 8.2 8.1, more Exchangeable Shares are tendered at a price or prices acceptable to the Company than the Company is prepared to purchase, the Exchangeable Shares to be purchased by the Company shall be purchased as nearly as may be pro rata according to the number of shares tendered by each holder who submits a tender to the Company, provided that when shares are tendered at different prices, the pro rating shall be effected (disregarding fractions) only with respect to the shares tendered at the price at which more shares were tendered than the Company is prepared to purchase after the Company has purchased all the shares tendered at lower prices. If part only of the Exchangeable Shares represented by any certificate shall be purchased, a new certificate for the holder thereof balance of such shares shall receive be issued at the expense of the Company (either in the form of a certificate or in book-entry form through the direct registration system) the balance of such sharesCompany.

Appears in 1 contract

Sources: Amalgamation Agreement (Dream Team International Inc)

Purchase for Cancellation. 8.1 Subject to applicable law and notwithstanding Section section 8.2, the Company may at any time and from time to time purchase for cancellation all or any part of the Exchangeable Shares by private agreement with any holder of Exchangeable Shares for consideration consisting of Lululemon Common Shares. 8.2 Subject to applicable law, the Company may at any time and from time to time purchase for cancellation all or any part of the outstanding Exchangeable Shares at any price by tender to all the holders of record of Exchangeable Shares then outstanding or through the facilities of any stock exchange on which the Exchangeable Shares are listed or quoted at any price per share. If in response to an invitation for tenders under the provisions of this Section 8.2 section 8.2, more Exchangeable Shares are tendered at a price or prices acceptable to the Company than the Company is prepared to purchase, the Exchangeable Shares to be purchased by the Company shall be purchased as nearly as may be pro rata according to the number of shares tendered by each holder who submits a tender to the Company, provided that when shares are tendered at different prices, the pro rating shall be effected (disregarding fractions) only with respect to the shares tendered at the price at which more shares were tendered than the Company is prepared to purchase after the Company has purchased all the shares tendered at lower prices. If part only of the Exchangeable Shares represented by any certificate shall be purchased, a new certificate for the holder thereof balance of such shares shall receive be issued at the expense of the Company (either in the form of a certificate or in book-entry form through the direct registration system) the balance of such sharesCompany.

Appears in 1 contract

Sources: Combination Agreement (Lojack Corp)

Purchase for Cancellation. 8.1 Subject to applicable law and the articles of the Corporation and notwithstanding Section 8.2, the Company Corporation may at any time and from time to time purchase for cancellation all or any part of the Exchangeable Shares by private agreement with any holder Holder of Exchangeable Shares for consideration consisting of Lululemon Common Shares. 8.2 Subject to applicable lawlaw and the articles of the Corporation, the Company Corporation may at any time and from time to time purchase for cancellation all or any part of the outstanding Exchangeable Shares at any price by tender to all the holders Holders of record of Exchangeable Shares then outstanding or through the facilities of any stock exchange on which the Exchangeable Shares are listed or quoted quoted, if any, at any price per shareshare together with an amount equal to all declared and unpaid dividends thereon for which the record date has occurred prior to the date of purchase. If in response to an invitation for tenders under the provisions of this Section 8.2 8.2, more Exchangeable Shares are tendered at a price or prices acceptable to the Company Corporation than the Company Corporation is prepared to purchase, the Exchangeable Shares to be purchased by the Company Corporation shall be purchased as nearly as may be pro rata according to the number of shares tendered by each holder Holder who submits a tender to the CompanyCorporation, provided that when shares are tendered at different prices, the pro rating shall be effected (disregarding fractions) only with respect to the shares tendered at the price at which more shares were tendered than the Company Corporation is prepared to purchase after the Company Corporation has purchased all the shares tendered at lower prices. If only part only of the Exchangeable Shares represented by any certificate shall be purchased, a new certificate for the holder thereof balance of such shares shall receive be issued at the expense of the Company (either in the form of a certificate or in book-entry form through the direct registration system) the balance of such sharesCorporation.

Appears in 1 contract

Sources: Stock Purchase Agreement (Surge Global Energy, Inc.)

Purchase for Cancellation. 8.1 Subject to applicable law and the articles of the Corporation and notwithstanding Section Sections 4.2, 4.3 and 8.2, the Company Corporation may at any time and from time to time purchase for cancellation all or any part of the Exchangeable Shares by private agreement with any holder of Exchangeable Shares for consideration consisting of Lululemon Common Shares. 8.2 Subject to applicable lawlaw and the articles of the Corporation, the Company Corporation may at any time and from time to time purchase for cancellation all or any part of the outstanding Exchangeable Shares at any price by tender to all the holders of record of Exchangeable Shares then outstanding or through the facilities of any stock exchange on which the Exchangeable Shares are listed or quoted at any price per shareshare together with an amount equal to all declared and unpaid dividends thereon for which the record date has occurred prior to the date of purchase. If in response to an invitation for tenders under the provisions of this Section 8.2 8.2, more Exchangeable Shares are tendered at a price or prices acceptable to the Company Corporation than the Company Corporation is prepared to purchase, the Exchangeable Shares to be purchased by the Company Corporation shall be purchased as nearly as may be pro rata according to the number of shares tendered by each holder who submits a tender to the CompanyCorporation, provided that when shares are tendered at different prices, the pro rating shall be effected (disregarding fractions) only with respect to the shares tendered at the price at which more shares were tendered than the Company Corporation is prepared to purchase after the Company Corporation has purchased all the shares tendered at lower prices. If only part only of the Exchangeable Shares represented by any certificate shall be purchased, a new certificate for the holder thereof balance of such shares shall receive be issued at the expense of the Company (either in the form of a certificate or in book-entry form through the direct registration system) the balance of such sharesCorporation.

Appears in 1 contract

Sources: Arrangement Agreement (Magnum Hunter Resources Corp)

Purchase for Cancellation. 8.1 Subject to applicable law and notwithstanding Section section 8.2, the Company may Exchangeco may, at any time and from time to time time, purchase for cancellation all or any part of the Exchangeable Shares by private agreement with any holder of Exchangeable Shares for consideration consisting solely of Lululemon Common Shares or Preferred Shares. 8.2 Subject to applicable lawlaw and the articles of Exchangeco, the Company Exchangeco may at any time and from time to time purchase for cancellation all or any part of the outstanding Exchangeable Shares at any price by tender to all the holders of record of Exchangeable Shares then outstanding or through the facilities of any stock exchange on which the Exchangeable Shares are listed or quoted at any price per share. If in response to an invitation for tenders under the provisions of this Section 8.2 section 8.2, more Exchangeable Shares are tendered at a price or prices acceptable to the Company Exchangeco than the Company Exchangeco is prepared to purchase, the Exchangeable Shares to be purchased by the Company Exchangeco shall be purchased as nearly as may be pro rata PRO RATA according to the number of shares tendered by each holder who submits a tender to the CompanyExchangeco, provided that when shares are tendered at different prices, the pro rating shall be effected (disregarding fractions) only with respect to the shares tendered at the price at which more shares were tendered than the Company Exchangeco is prepared to purchase after the Company Exchangeco has purchased all the shares tendered at lower prices. If part only of the Exchangeable Shares represented by any certificate shall be purchased, a new certificate for the holder thereof balance of such shares shall receive be issued at the expense of the Company (either in the form of a certificate or in book-entry form through the direct registration system) the balance of such sharesExchangeco.

Appears in 1 contract

Sources: Arrangement Agreement (Redback Networks Inc)