Common use of Termination of shareholder Clause in Contracts

Termination of shareholder. (a) Upon a Shareholder ceasing to be a Limited Partner, or in the case of Alderon, a Limited Partner or a General Partner (a “Terminating Event” and such Limited Partner a “Terminated Shareholder”): (i) the Terminated Shareholder’s Shares shall be, and shall be deemed to be, immediately sold by the Terminated Shareholder to, and repurchased by, the Corporation for a price of $1.00, and cancelled; and (ii) the Terminated Shareholder shall have no rights or obligations hereunder in respect of any time following the Terminating Event (except pursuant to this Section 3.3 and Section 9.1). (b) If the Terminated Shareholder fails to complete the transaction of purchase and sale referred to in Section 3.3(a), then the $1.00 amount which the Corporation would otherwise be required to pay to the Terminated Shareholder may be deposited by the Corporation into a trust account in the name of the Terminated Shareholder at the bank branch used by the Corporation. Upon making such deposit and giving the Terminated Shareholder notice thereof, the purchase of the Terminated Shareholder’s Shares by the Corporation shall be deemed to have been fully completed and all right, title, benefit and interest, both at law and in equity, in and to such Shares shall be and be deemed to be transferred and assigned to and vested in the Corporation. The Terminated Shareholder shall be entitled to receive the $1.00 amount deposited in the trust account upon satisfying its obligations under this Agreement. In connection with the sale of any Share pursuant to this Section 3.3, if the Terminated Shareholder defaults in executing and delivering any document in accordance with the terms hereof or completing the purchase and sale as contemplated herein, and in connection with the purchase for cancellation or issuance of Shares pursuant to Section 3.5, each Shareholder hereby irrevocably nominates, constitutes and appoints the Corporation as its true and lawful attorney and agent, in accordance with the Powers of Attorney Act (Ontario) for, in the name of and on behalf of the applicable Shareholder to execute and deliver all such assignments, transfers, deeds or instruments as may be necessary to effectively transfer and assign the Shares being sold to the Corporation or to issue the applicable Shares, and in accordance with the Powers of Attorney Act (Ontario), (a) each Shareholder declares that this power of attorney may be exercised during any subsequent legal incapacity on its part. Such appointment and power of attorney, being coupled with an interest, shall not be revoked by the dissolution, winding up, bankruptcy or insolvency of such Shareholder and each party hereby ratifies, confirms and agrees to ratify and confirm all that the Corporation may lawfully do or cause to be done by virtue of such power of attorney.

Termination of shareholder. (a) Upon a Shareholder ceasing to be a Limited Partner, or in the case of Alderon, a Limited General Partner or a General Limited Partner (a “Terminating Event” and such Limited Partner or General Partner a “Terminated Shareholder”): (i) the Terminated Shareholder’s Shares shall be, and shall be deemed to be, immediately sold by the Terminated Shareholder to, and repurchased by, the Corporation for a price of $1.00, and cancelled; and (ii) the Terminated Shareholder shall have no rights or obligations hereunder in respect of any time following the Terminating Event (except pursuant to this Section 3.3 and Section 9.1). (b) If the Terminated Shareholder fails to complete the transaction of purchase and sale referred to in Section 3.3(a), then the $1.00 amount which the Corporation would otherwise be required to pay to the Terminated Shareholder may be deposited by the Corporation into a trust account in the name of the Terminated Shareholder at the bank branch used by the Corporation. Upon making such deposit and giving the Terminated Shareholder notice thereof, the purchase of the Terminated Shareholder’s Shares by the Corporation shall be deemed to have been fully completed and all right, title, benefit and interest, both at law and in equity, in and to such Shares shall be and be deemed to be transferred and assigned to and vested in the Corporation. The Terminated Shareholder shall be entitled to receive the $1.00 amount deposited in the trust account upon satisfying its obligations under this Agreement. . (c) In connection with the sale of any Share pursuant to this Section 3.3, if the Terminated Shareholder defaults in executing and delivering any document in accordance with the terms hereof or completing the purchase and sale as contemplated herein, and in connection with the purchase for cancellation or issuance of Shares pursuant to Section 3.5, each Shareholder hereby irrevocably nominates, constitutes and appoints the Corporation as its true and lawful attorney and agent, in accordance with the Powers of Attorney Act (Ontario) for, in the name of and on behalf of the applicable Shareholder to execute and deliver all such assignments, transfers, deeds or instruments as may be necessary to effectively transfer and assign the Shares being sold to the Corporation or to issue the applicable Shares, and in accordance with the Powers of Attorney Act (Ontario), (a) , each Shareholder declares that this power of attorney may be exercised during any subsequent legal incapacity on its part. Such appointment and power of attorney, being coupled with an interest, shall not be revoked by the dissolution, winding up, bankruptcy or insolvency of such Shareholder and each party hereby ratifies, confirms and agrees to ratify and confirm all that the Corporation may lawfully do or cause to be done by virtue of such power of attorney.

Termination of shareholder. ‌ (a1) Upon (i) any dissolution of a Shareholder ceasing to be First Nation, (ii) any other termination of the existence of a Limited PartnerFirst Nation, (iii) any termination (by resolution of the Chiefs in Assembly) of the recognition of a First Nation, or in the case (iv) any Near Band having a Loss of Alderon, a Limited Partner or a General Partner Status Event pursuant to Section 3.4 (each a “Terminating Event” and any such Limited Partner First Nation a “Terminated Shareholder”): (ia) the Terminated Shareholder’s Shares Share shall be, and shall be deemed to be, immediately sold by the Terminated Shareholder to, and repurchased by, the Corporation for a price of $1.00, and cancelled; and (iib) the Terminated Shareholder shall have no rights or obligations hereunder in respect of any time following the Terminating Event (except pursuant to this Section 3.3 3.5 and Section 9.110.1). (b2) If the Terminated Shareholder fails to complete the transaction of purchase and sale referred to in Section 3.3(a3.5(1), then the $1.00 amount which the Corporation would otherwise be required to pay to the Terminated Shareholder may be deposited by the Corporation into a trust account in the name of the Terminated Shareholder at the bank branch used by the Corporation. Upon making such deposit and giving the Terminated Shareholder notice thereof, the purchase of the Terminated Shareholder’s Shares Share by the Corporation shall be deemed to have been fully completed and all right, title, benefit and interest, both at law and in equity, in and to such Shares Share shall be and be deemed to be transferred and assigned to and vested in the Corporation. The Terminated Shareholder shall be entitled to receive the $1.00 amount deposited in the trust account upon satisfying its obligations under this Agreement. . (3) In connection with the sale of any Share pursuant to Section 3.5 of this Section 3.3Agreement, if the Terminated Shareholder defaults in executing and delivering any document in accordance with the terms hereof or completing the purchase and sale as contemplated herein, and in connection with the purchase for cancellation or issuance of Shares pursuant to Section 3.5, each Shareholder it hereby irrevocably nominates, constitutes and appoints the Corporation as its true and lawful attorney and agent, in accordance with the Powers of Attorney Act (Ontario) for, in the name of and on behalf of the applicable Terminated Shareholder to execute and deliver all such assignments, transfers, deeds or instruments as may be necessary to effectively transfer and assign the Shares Share being sold to the Corporation or to issue the applicable SharesCorporation, and in accordance with the Powers of Attorney Act (Ontario), (a) each , the Terminated Shareholder declares that this power of attorney may be exercised during any subsequent legal incapacity on its part. Such appointment and power of attorney, being coupled with an interest, shall not be revoked by the dissolution, winding up, bankruptcy or insolvency of such Terminated Shareholder and each party Party hereby ratifies, confirms and agrees to ratify and confirm all that the Corporation may lawfully do or cause to be done by virtue of such power of attorney.