Recognition of Dissenting Shareholders Sample Clauses
The Recognition of Dissenting Shareholders clause defines the rights and procedures for shareholders who do not agree with certain major corporate decisions, such as mergers or acquisitions. Typically, this clause outlines how dissenting shareholders can formally express their opposition, the process for having their shares valued, and the method by which they may be bought out by the company or the acquiring entity. Its core function is to protect minority shareholders by ensuring they have a clear, fair mechanism to exit the company and receive compensation if they disagree with significant changes, thereby reducing potential disputes and ensuring smoother corporate transactions.
Recognition of Dissenting Shareholders. (a) In no circumstances shall the Parent, the Purchaser, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Common Shares in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall the Parent, the Purchaser, the Company or any other Person be required to recognize Dissenting Shareholders as holders of Common Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(e), and the names of such Dissenting Shareholders shall be removed from the Company’s register of holders of Common Shares in respect of which Dissent Rights have been validly exercised as of the Effective Time. In addition to any other restrictions under the NSCA, holders of Common Shares who vote or have instructed a proxyholder to vote such Common Shares in favour of the Arrangement Resolution (but only in respect of such Common Shares) shall not be entitled to exercise Dissent Rights.
Recognition of Dissenting Shareholders. (a) In no circumstances shall the Parties or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of ▇▇▇▇▇▇▇▇ Shares in respect of which such Dissent Rights are purported to be exercised.
(b) For greater certainty, in no case shall the Parties or any other Person be required to recognize any Dissenting Shareholder as a holder of ▇▇▇▇▇▇▇▇ Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 3.1(a), and the name of such Dissenting Shareholder shall be removed from the register of ▇▇▇▇▇▇▇▇ Shareholders maintained by or on behalf of ▇▇▇▇▇▇▇▇ as to those ▇▇▇▇▇▇▇▇ Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 3.1(a) occurs. In addition to any other restrictions in the Interim Order and under section 185 of the OBCA, for greater certainty, none of the following Persons shall be entitled to exercise Dissent Rights: (i) any holder of ▇▇▇▇▇▇▇▇ Equity Awards; (ii) any Person (including any beneficial owner of ▇▇▇▇▇▇▇▇ Shares) who is not a registered holder of ▇▇▇▇▇▇▇▇ Shares; and (iii) any ▇▇▇▇▇▇▇▇ Shareholder who votes or has instructed a proxyholder to vote its ▇▇▇▇▇▇▇▇ Shares in favour of the Arrangement Resolution.
Recognition of Dissenting Shareholders. (a) In no circumstances shall Rio Alto, Sulliden, Amalco, SpinCo, the Depository or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the holder of those Sulliden Shares in respect of which such rights are sought to be exercised.
(b) For greater certainty, in no case shall Rio Alto, Sulliden, Amalco, SpinCo, the Depository or any other Person be required to recognize Dissenting Shareholders as Sulliden Shareholders in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a) above, and the names of such Dissenting Shareholders shall be removed from the registers of Sulliden Shareholders in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section (a) occurs. In addition to any other restrictions under the OBCA or the QBCA, as the case may be, none of the following shall be entitled to exercise Dissent Rights: (i) Sulliden Optionholders, (ii) Sulliden Warrantholders, and (iii) Sulliden Shareholders who vote or have instructed a proxyholder to vote such Sulliden Shares in favour of the Contunuance Resolution or Arrangement Resolution, as the case may be (but only in respect of such Sulliden Shares).
Recognition of Dissenting Shareholders. (a) In no circumstances shall the Parties or any other Person be required to recognize a Person exercising Dissent Rights unless such Person (i) as of the record date for the Company Meeting, is the registered holder of those Company Common Shares in respect of which such rights are sought to be exercised; (ii) as of the deadline for exercising Dissent Rights, is the registered holder of those Company Common Shares in respect of which such rights are sought to be exercised; and (iii) has strictly complied with the procedures for exercising Dissent Rights and has not withdrawn such dissent prior to the Effective Time.
(b) In no case shall the Parties or any other Person be required to recognize Dissenting Shareholders as holders of Company Common Shares after the completion of the transfer under Section 3.1(b), and the names of such Dissenting Shareholders shall be removed from the registers of holders of Company Common Shares at the same time as the event described in Section 3.1(b) occurs.
(c) Company Shareholders who withdraw, or are deemed to withdraw, their right to exercise Dissent Rights shall be deemed to have participated in the Arrangement, as of the Effective Time, and shall be entitled to receive the consideration to which Company Shareholders who have not exercised Dissent Rights are entitled under Section 3.1(c).
(d) In addition to any other restrictions under the Interim Order or Section 185 of the OBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Company Equity Awards (in their capacity as holders of Company Equity Awards); (ii) Company Shareholders who vote or have instructed a proxyholder to vote Company Common Shares in favor of the Arrangement Resolution; (iii) any Person who is not a registered holder of Company Common Shares (including any beneficial owner of Company Common Shares); and (iv) Holdings and its Affiliates.
Recognition of Dissenting Shareholders. In no case shall any of Azarga, enCore, the Depositary or any other person be required to recognize a Dissenting Shareholder as a holder of Azarga Shares from and after the Effective Time, nor as having any interest in Azarga, enCore or any other Party hereto, and, from and after the Effective Time, the names of Dissenting Shareholders shall be deleted from the register of holders of Azarga Shares maintained by Azarga. For greater certainty, ▇▇▇▇▇▇ Shareholders who vote, or who have instructed a proxyholder to vote, in favour of the Arrangement Resolution shall not be entitled to Dissent Rights. In addition to any other restrictions set forth in the Act, none of the following shall be entitled to Dissent Rights: (i) Azarga Optionholders; and (ii) holders of Azarga Warrants.
Recognition of Dissenting Shareholders. “From and after the Effective Time, in no case is Flutter, Stars or any other Person required to recognize a Dissenting Shareholder as a holder of Stars Shares in respect of which Dissent Rights have been validly exercised to Stars, as provided in Section 2.4(a), and the names of the Dissenting Shareholders are to be deleted from Stars’ register of holders of Stars Shares in respect of such Stars Shares. In addition to any other restrictions under Section 185 of the OBCA, for greater certainty, none of the following shall be entitled to exercise Dissent Rights: holders of Stars Options, holders of Stars Equity Awards and holders of Stars Shares who vote or have instructed a proxyholder to vote such Stars Shares in favour of the Stars Resolution (but only in respect of such Stars Shares).”;
Recognition of Dissenting Shareholders. (a) In no circumstance shall Gerdau, the Acquiror, the Company or any other person be required to recognize a person as a Dissenting Shareholder (i) unless such person is the holder of the Common Shares in respect of which Dissent Rights are purported to be exercised immediately prior to the Effective Time, (ii) if such person has voted or instructed a proxy holder to vote such Common Shares in favor of the Arrangement Resolution, or (iii) unless such person has strictly complied with the procedures for exercising Dissent Rights described in Section 4.1 and does not withdraw such dissent prior to the Effective Time.
(b) For greater certainty, (i) in no circumstances shall Gerdau, the Acquiror, the Company or any other person be required to recognize a Dissenting Shareholder as the holder of any Common Share in respect of which Dissent Rights have been validly exercised at and after the completion of the steps contemplated in Section 3.1 and (ii) in addition to any other restrictions under Section 190 of the CBCA, holders of Awards shall not be entitled to exercise dissent rights with respect to such Awards.
Recognition of Dissenting Shareholders. Neither the Company nor any other Person shall be required to recognize a Dissenting Shareholder as a Holder or beneficial owner of Company Shares at or after the Effective Time and, from and after the Effective Time, the names of such Dissenting Shareholders shall be deleted from the register of Holders maintained by or on behalf of the Company.
Recognition of Dissenting Shareholders. In no circumstances shall Chemesis or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is a registered holder of those Chemesis Common Shares in respect of which such rights are sought to be exercised. From and after the Effective Date, neither Chemesis nor any other Person shall be required to recognize a Dissenting Shareholder as a shareholder of Chemesis and the names of the Dissenting Shareholders shall be deleted from the register of holders of Chemesis Common Shares previously maintained or caused to be maintained by Chemesis.
Recognition of Dissenting Shareholders. (a) In no circumstances will the parties or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of Common Shares in respect of which such Dissent Rights are purported to be exercised.
(b) From and after the Effective Time, neither LAC nor Spinco nor any other Person will be required to recognize a Dissenting Shareholder as a holder of Common Shares or as a holder of any securities of any of LAC or Spinco or any of their respective Subsidiaries and, subject to re-instatement pursuant to Section 3.1(a)(ii) above, at the Effective Time, the names of the Dissenting Shareholders will be deleted from the register of holders of Common Shares previously maintained or caused to be maintained by LAC in accordance with Section 2.4(a). In addition to any other restrictions in the Interim Order and under section 237 of the BCBCA, for greater certainty, none of the following Persons will be entitled to exercise Dissent Rights: (i) any holder of Old LAC Equity Awards; (ii) any Person who is not a registered holder of Common Shares; and (iii) any holder of LAC Class A Common Shares, Spinco Common Shares or Spinco Preference Shares.