Redemption and Waiver. (a) The Trustees acting in good faith may, with the prior consent of the holders of Units or of the holders of Rights, as the case may be, at any time prior to the provisions of section 4.1 becoming applicable as a result of the occurrence of a Flip-in Event, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.0001 per Right, appropriately adjusted in a manner analogous to the applicable adjustment provided for in section 3.2, if an event of the type analogous to any of the events described in section 3.2 shall have occurred (such redemption price being herein referred to as the “Redemption Price”). (b) The Trustees acting in good faith may, with the prior consent of the holders of Units or the holders of Rights, as the case may be, determine, at any time prior to the occurrence of a Flip-In Event that may occur by reason of an acquisition of Units otherwise than pursuant to a Take-over Bid made by means of a take-over bid circular to all holders of record of Units and otherwise than in the circumstances set forth in subsection 6.1(d), to waive the application of section 4.1 to such Flip-in Event. (c) The Trustees acting in good faith may determine, at any time prior to the occurrence of a Flip-in Event that may occur by reason of a Take-over Bid made by take-over bid circular sent to all holders of record of Units, to waive the application of section 4.1 to such Flip-in Event, provided that if the Trustees waive the application of section 4.1 to such a Flip-in Event, they shall be deemed to have waived the application of section 4.1 to any other Flip-in Event occurring by reason of any Take-over Bid made by take-over bid circular to all holders of record of Units which is made prior to the expiry of any Take-over Bid (as the same may be extended from time to time) in respect of which a waiver is, or is deemed to have been, granted under this subsection 6.1(c). (d) The Trustees acting in good faith may waive the application of section 4.1 in respect of any Flip-in Event, provided that both of the following conditions are satisfied: (i) the Trustees have determined that the Person that became an Acquiring Person did so by inadvertence and without any intention to become, or knowledge that it would become, an Acquiring Person; and (ii) such Person has reduced its Beneficial Ownership of Units such that at the time of the granting of a waiver pursuant to this subsection 6.1(d), it is no longer an Acquiring Person and has provided the Trustees with satisfactory evidence thereof, and, in the event of any such waiver, for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred and the Separation Time shall be deemed not to have occurred as a result of such Person having inadvertently become an Acquiring Person. (e) The Trustees shall, without further formality, be deemed to have elected to redeem the Rights at the Redemption Price on the date that a Person who has made a Permitted Bid, a Competing Permitted Bid or Take-over Bid in respect of which the Trustees have waived, or are deemed to have waived, pursuant to subsection 6.1(c), the application of section 4.1, takes up and pays for Units pursuant to the terms and conditions of such Permitted Bid, Competing Permitted Bid or Take-over Bid, as the case may be. (f) Where a Take-over Bid that is not a Permitted Bid is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, all of the provisions of this Agreement shall continue to apply as if the Separation Time had not occurred and as if Rights Certificates had not been mailed to each holder of Units as of the Separation Time and for all purposes of this Agreement the Separation Time shall be deemed not to have occurred. Under this circumstance and notwithstanding the foregoing, the Trustees may elect to redeem all the then outstanding Rights at the Redemption Price and be deemed to have issued replacement Rights under this Agreement to holders of record of Units immediately following the time of such redemption. (g) If the Trustees elect or are deemed to have elected to redeem the Rights, the right to exercise the Rights will thereupon, without further action and without notice, terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. (h) Within 10 Business Days after the Trustees electing, or having been deemed to have elected, to redeem the Rights, the REIT shall give notice of redemption to the holders of the then outstanding Rights by mailing such notice to each such holder at such holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Separation Time, on the registry books of the transfer agents for the Units. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. The REIT may not redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this section 6.1, and other than in connection with the purchase of Units prior to the Separation Time. If the Redemption Price payable to any holder of Rights includes a fraction of a cent, such Redemption Price shall be rounded up to the nearest cent.
Appears in 1 contract
Sources: Unitholder Rights Plan Agreement
Redemption and Waiver.
(a1) The Trustees acting in good faith may, with Subject to the prior consent of the holders of Units Voting Shares or of the holders of RightsRights obtained as set forth in Section 5.4(2) or Section 5.4(3) hereof, as applicable, the case may beBoard of Directors acting in good faith may, at any time prior to the provisions of section 4.1 becoming applicable as a result of the occurrence of a Flip-in Event, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.0001 0.00001 per Right, Right appropriately adjusted in a manner analogous to the applicable adjustment provided for in section 3.2, if Section 2.3 hereof in the event that an event of the type analogous to any of the events described in section 3.2 Section 2.3 hereof shall have occurred (such redemption price being herein referred to as the “Redemption Price”).
(b2) The Trustees acting in good faith may, with Subject to the prior consent of the holders of Units or Voting Shares obtained as set forth in Section 5.4(2) hereof, the holders Board of Rights, as the case may be, determineDirectors may, at any time prior to the occurrence of a Flip-In in Event that may as to which the application of Section 3.1 hereof has not been waived pursuant to this Section 5.1(4), if such Flip-in Event would occur by reason of an acquisition of Units Voting Shares otherwise than pursuant to a Take-over Bid made by means of a take-over bid circular to all registered holders of record of Units Voting Shares and otherwise than in the circumstances set forth in subsection 6.1(d)Section 5.1(4) hereof, to waive the application of section 4.1 Section 3.1 hereof to such Flip-in Event. In such event the Board of Directors shall extend the Separation Time to a date at least ten (10) Business Days subsequent to the meeting of shareholders called to approve such waiver.
(c3) The Trustees Board of Directors acting in good faith may determinefaith, at any time may, prior to the occurrence of a Flip-in Event, and upon prior written notice delivered to the Rights Agent, determine to waive the application of Section 3.1 hereof to a Flip-in Event that may occur by reason of a Take-over Bid made by takemeans of a Take-over bid Bid circular sent to all registered holders of record of Units, to waive the application of section 4.1 to such Flip-in Event, Voting Shares; provided that if the Trustees waive Board of Directors waives the application of section 4.1 Section 3.1 hereof to such a particular Flip-in EventEvent pursuant to this Section 5.1(3), they the Board of Directors shall be deemed to have waived the application of section 4.1 Section 3.1 hereof to any other Flip-in Event occurring by reason of any Take-over Bid made by take-over bid means of a Takeover Bid circular to all registered holders of record of Units which is made Voting Shares prior to the expiry of any Take-Take- over Bid (as the same may be extended from time to time) in respect of which a waiver is, or is deemed to have beenbeen granted, granted under pursuant to this subsection 6.1(cSection 5.1(3).
(d4) The Trustees acting in good faith may Board of Directors may, prior to the close of business on the tenth (10th ) day following the Stock Acquisition Date, determine, upon prior written notice delivered to the Rights Agent, to waive or to agree to waive the application of section 4.1 in respect of any Section 3.1 hereof to a Flip-in Event, provided that both of the following conditions are satisfied:
(ia) the Trustees have Board of Directors has determined that the a Person that became an Acquiring Person did so ▇▇▇▇▇ by inadvertence and without any intention to become, or knowledge that it Person would become, become an Acquiring Person; and
(iib) such Person Acquiring ▇▇▇▇▇ has reduced its Beneficial Ownership of Units Voting Shares (or has entered into a contractual arrangement with the Corporation, acceptable to the Board of Directors, to do so within thirty (30) days of the date on which such contractual arrangement is entered into such that at the time of the granting of a waiver becomes effective pursuant to this subsection 6.1(d), Section 5.1(4) it is no longer an and Acquiring Person Person; and has provided the Trustees with satisfactory evidence thereof, and, in the event of any such a waiver, for the purposes of this Agreement, such the Flip-in Event shall be deemed not to have occurred and the Separation Time shall be deemed not to have occurred as a result of such Person having inadvertently become an Acquiring Personnever occurred.
(e5) The Trustees shallWhere a Person acquires pursuant to a Permitted Bid, without further formalitya Competing Bid or an Exempt Acquisition under Section 5.1(3)above, be deemed to have elected to outstanding Voting Shares, then the Corporation shall immediately upon the consummation of such acquisition redeem the Rights at the Redemption Price on the date that a Person who has made a Permitted Bid, a Competing Permitted Bid or Take-over Bid in respect of which the Trustees have waived, or are deemed to have waived, pursuant to subsection 6.1(c), the application of section 4.1, takes up and pays for Units pursuant to the terms and conditions of such Permitted Bid, Competing Permitted Bid or Take-over Bid, as the case may bePrice.
(f) Where a Take-over Bid that is not a Permitted Bid is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, all of the provisions of this Agreement shall continue to apply as if the Separation Time had not occurred and as if Rights Certificates had not been mailed to each holder of Units as of the Separation Time and for all purposes of this Agreement the Separation Time shall be deemed not to have occurred. Under this circumstance and notwithstanding the foregoing, the Trustees may elect to redeem all the then outstanding Rights at the Redemption Price and be deemed to have issued replacement Rights under this Agreement to holders of record of Units immediately following the time of such redemption.
(g6) If the Trustees elect Corporation is obligated under Section 5.1(5) above to redeem the Rights, or are deemed to have elected if the Board of Directors elects under Section 5.1(1) above or Section 5.1(8) below to redeem the Rights, the right to exercise the Rights will thereupon, without further action and without notice, terminate and each Right will after redemption be null and void and the only right thereafter of the holders of Rights shall be to receive the Redemption Price.
(h7) Within 10 Business Days ten (10) days after the Trustees electingCorporation is obligated under Section 5.1(5) above to redeem the Rights, or having been deemed to have elected, the Board of Directors elects under Section 5.1(1) above or Section 5.1(8) below to redeem the Rights, the REIT Corporation shall give notice of redemption to the holders of the then outstanding Rights by mailing such notice to each all such holder holders at such holder’s their last address as it appears upon the registry books of they appear on the Rights Agent Register or, prior to the Separation Time, on the registry books of the transfer agents agent for the UnitsCommon Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. The REIT Corporation may not redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this section 6.1, Section 5.1 and other than in connection with the purchase of Units Common Shares prior to the Separation Time. If .
(8) Where a Take-over Bid that is not a Permitted Bid Acquisition is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, the Board of Directors my elect to redeem all the outstanding Rights at the Redemption Price payable Price.
(9) Notwithstanding the Rights being redeemed pursuant to any Section 5.1(8) above, all the provisions of this Agreement shall continue to apply as if the Separation Time had not occurred and rights Certificates representing the number of Rights held by each holder of Rights includes a fraction record of a cent, Common Shares as of the Separation Time had not been mailed to each such Redemption Price holder and for all purposes of this Agreement the Separation Time shall be rounded up deemed not to have occurred and the nearest centRights shall remain attached to outstanding Voting Shares, subject to and in accordance with the provisions of this Agreement.
Appears in 1 contract
Sources: Shareholder Rights Plan Agreement (Great Panther Resources LTD)
Redemption and Waiver.
(a) The Trustees acting in good faith may, with the prior consent of the holders of Units or of the holders of Rights, as the case may be, at any time prior to the provisions of section 4.1 becoming applicable as a result of the occurrence of a Flip-in Event, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.0001 per Right, appropriately adjusted in a manner analogous to the applicable adjustment provided for in section 3.2, if an event of the type analogous to any of the events described in section 3.2 shall have occurred (such redemption price being herein referred to as the “Redemption Price”).
(b) The Trustees acting in good faith may, with the prior consent of the holders of Units or the holders of Rights, as the case may be, determine, at any time prior to the occurrence of a Flip-In Event that may occur by reason of an acquisition of Units otherwise than pursuant to a Take-over Bid made by means of a take-over bid circular to all holders of record of Units and otherwise than in the circumstances set forth in subsection 6.1(d), to waive the application of section 4.1 to such Flip-in Event.
(c) The Trustees acting in good faith may determine, at any time prior to the occurrence of a Flip-in Event that may occur by reason of a Take-over Bid made by take-over bid circular sent to all holders of record of Units, to waive the application of section 4.1 to such Flip-in Event, provided that if the Trustees waive the application of section 4.1 to such a Flip-in Event, they shall be deemed to have waived the application of section 4.1 to any other Flip-in Event occurring by reason of any Take-over Bid made by take-over bid circular to all holders of record of Units which is made prior to the expiry of any Take-over Bid (as the same may be extended from time to time) in respect of which a waiver is, or is deemed to have been, granted under this subsection 6.1(c).
(d) The Trustees acting in good faith may waive the application of section 4.1 in respect of any Flip-in Event, provided that both of the following conditions are satisfied:
(i) the Trustees have determined that the Person that became an Acquiring Person did so by inadvertence and without any intention to become, or knowledge that it would become, an Acquiring Person; and
(ii) such Person has reduced its Beneficial Ownership of Units such that at the time of the granting of a waiver pursuant to this subsection 6.1(d), it is no longer an Acquiring Person and has provided the Trustees with satisfactory evidence thereof, and, in the event of any such waiver, for the purposes of this Agreement, such Flip-in Event shall be deemed not to have occurred and the Separation Time shall be deemed not to have occurred as a result of such Person having inadvertently become an Acquiring Person.
(e) The Trustees shall, without further formality, be deemed to have elected to redeem the Rights at the Redemption Price on the date that a Person who has made a Permitted Bid, a Competing Permitted Bid or Take-over Bid in respect of which the Trustees have waived, or are deemed to have waived, pursuant to subsection 6.1(c), the application of section 4.1, takes up and pays for Units pursuant to the terms and conditions of such Permitted Bid, Competing Permitted Bid or Take-over Bid, as the case may be.
(f) Where a Take-over Bid that is not a Permitted Bid is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, all of the provisions of this Agreement shall continue to apply as if the Separation Time had not occurred and as if Rights Certificates had not been mailed to each holder of Units as of the Separation Time and for all purposes of this Agreement the Separation Time shall be deemed not to have occurred. Under this circumstance and notwithstanding the foregoing, the Trustees may elect to redeem all the then outstanding Rights at the Redemption Price and be deemed to have issued replacement Rights under this Agreement to holders of record of Units immediately following the time of such redemption.
(g) If the Trustees elect or are deemed to have elected to redeem the Rights, the right to exercise the Rights will thereupon, without further action and without notice, terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price.
(h) Within 10 Business Days after the Trustees electing, or having been deemed to have elected, to redeem the Rights, the REIT shall give notice of redemption to the holders of the then outstanding Rights by mailing such notice to each such holder at such holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Separation Time, on the registry books of the transfer agents for the Units. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. The REIT may not redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this section 6.1, and other than in connection with the purchase of Units prior to the Separation Time. If the Redemption Price payable to any holder of Rights includes a fraction of a cent, such Redemption Price shall be rounded up to the nearest cent.
Appears in 1 contract
Sources: Unitholder Rights Plan Agreement