Common use of Change of Law Call Right Clause in Contracts

Change of Law Call Right. (a) RG shall have the overriding right (the “Change of Law Call Right”), in the event of a Change of Law, to purchase (or to cause Callco to purchase) from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is an affiliate of RG) all but not less than all of the Exchangeable Shares held by each such holder upon payment by RG or Callco, as the case may be, of an amount per share (the “Change of Law Call Purchase Price”) equal to the Current Market Price of RG Shares on the last business day prior to the Change of Law Call Date plus the Dividend Amount, which shall be satisfied in full by RG or Callco, as the case may be, delivering or causing to be delivered to such holder one RG Share plus any Dividend Amount. In the event of the exercise of the Change of Law Call Right by RG or Callco, each holder of Exchangeable Shares shall be obligated to sell all the Exchangeable Shares held by such holder to RG or Callco, as the case may be, on the Change of Law Call Date upon payment by RG or Callco, as the case may be, to such holder of the Change of Law Call Purchase Price for each such Exchangeable Share.

Appears in 3 contracts

Samples: Arrangement Agreement (Royal Gold Inc), Arrangement Agreement (Royal Gold Inc), Arrangement Agreement (International Royalty Corp)

AutoNDA by SimpleDocs

Change of Law Call Right. (a) RG Acquiror shall have the overriding right (the "Change of Law Call Right"), in the event of a Change of Law, to purchase (or to cause Callco to purchase) from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is an affiliate of RGAcquiror) all but not less than all of the Exchangeable Shares held by each such holder upon payment by RG Acquiror or Callco, as the case may be, of an amount per share (the "Change of Law Call Purchase Price") equal to the Current Market Exchangeable Share Price of RG Shares applicable on the last business day Business Day prior to the Change of Law Call Date plus the Dividend AmountDate, which shall be satisfied in full by RG or Callco, as the case may be, delivering or causing to be delivered to such holder one RG Share plus any Dividend Amountaccordance with Section 5.3(c). In the event of the exercise of the Change of Law Call Right by RG Acquiror or Callco, as the case may be, each holder of Exchangeable Shares shall be obligated to sell all the Exchangeable Shares held by such holder to RG Acquiror or Callco, as the case may be, on the Change of Law Call Date upon payment by RG or Callco, as the case may be, Acquiror to such holder of the Change of Law Call Purchase Price for each such Exchangeable Share.

Appears in 3 contracts

Samples: Arrangement Agreement (Nabors Industries LTD), Acquisition Agreement (Nabors Industries Inc), Arrangement Agreement (Nabors Industries LTD)

AutoNDA by SimpleDocs

Change of Law Call Right. (a) RG Acquiror shall have the overriding right (the "Change of Law Call Right"), in the event of a Change of Law, to purchase (or to cause Callco to purchase) from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is an affiliate of RGAcquiror) all but not less than all of the Exchangeable Shares held by each such holder upon payment by RG Acquiror or Callco, as the case may be, of an amount per share (the "Change of Law Call Purchase Price") equal to the Current Market Exchangeable Share Price of RG Shares applicable on the last business day Business Day prior to the Change of Law Call Date plus the Dividend AmountDate, which shall be satisfied in full by RG or Callco, as the case may be, delivering or causing to be delivered to such holder one RG Share plus any Dividend Amountaccordance with Subsection 8.1(c). In the event of the exercise of the Change of Law Call Right by RG Acquiror or Callco, as the case may be, each holder of Exchangeable Shares shall be obligated to sell all the Exchangeable Shares held by such holder to RG Acquiror or Callco, as the case may be, on the Change of Law Call Date upon payment by RG or Callco, as the case may be, Acquiror to such holder of the Change of Law Call Purchase Price for each such Exchangeable Share.

Appears in 2 contracts

Samples: Arrangement Agreement (Gran Tierra Energy, Inc.), Arrangement Agreement (Gran Tierra Energy, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.