Exchangeable Shares. The Exchangeable Shares to be issued by the Purchaser pursuant to this Agreement shall be subject to the following terms: (a) each Exchangeable Share may be exchanged at the request of its holder for one common share of PWIN, provided that in the event of a consolidation, split or other reorganization of the capital stock of the Purchaser or of PWIN, the number of PWIN common shares issuable for each one Exchangeable Share shall be adjusted accordingly; (b) Of the Exchangeable Shares received by a Lynx Shareholder on the Closing Date: (i) none may be exchanged during the period ending on and including the day of the first anniversary of the Closing Date; (ii) up to one-third (1/3) may be exchanged after said first anniversary; (iii) an additional one-third (1/3) may be exchanged after the second anniversary of the Closing Date; and (iv) all Exchangeable Shares may be exchanged after the third anniversary of the Closing Date. (c) Each Exchangeable Share may be exchanged at the request of the Purchaser at any time during the period ending on and including the day of the fifth anniversary of the Closing Date, and shall be exchanged upon: (i) the occurrence of a take over bid for all of the issued and outstanding shares of PWIN; or (ii) the day of the fifth anniversary of the Closing Date. All Exchangeable Shares shall be automatically exchanged on the fifth anniversary of the Closing Date. 2.6
Exchangeable Shares the TDSI Exchangeable Shares are validly created, allotted and issued as fully-paid and non-assessable shares, are registered in the name of TDSI Transferor, except for o , are the only issued and outstanding shares of the Transferee and are free and clear of any Encumbrance.
Exchangeable Shares. The Corporation is authorized to issue an unlimited number of Exchangeable Shares, which constitute a separate and distinct class of shares. The Exchangeable Shares shall carry and be subject to the following rights, privileges, restrictions and conditions, namely:
Exchangeable Shares. All Exchangeable Shares issuable in accordance with the Plan of Arrangement will be duly authorized and validly issued by AcquisitionCo as fully paid and non-assessable and will not be subject to any pre-emptive rights;
Exchangeable Shares. Each Exchangeable Share may, on or after Closing, be exchanged at the request of its holder for one common share of the Purchaser, provided that in the event of a consolidation, split or other reorganization of the capital stock of the Purchaser or China eMall, the number of the Purchaser's common shares issuable for each one Exchangeable Share shall be adjusted accordingly. The rights, privileges and restrictions of the Exchangeable Shares shall be substantially as set out in Schedule 2.8.
Exchangeable Shares. Before closing the shareholders of China eMall shall create the Exchangeable Shares by filing articles of amendment of China eMall. The rights, privileges, restrictions and conditions of the Exchangeable Shares shall be as is substantially set out in Schedule 2.8. GDCT and Uphill Shares - Before Closing the Uphill Vendors shall cause Uphill to file articles of amendment subdividing the 100 common shares into 700,000 common shares. Voting Trust - On Closing the Purchaser and the Vendors holding Exchangeable Shares shall enter into a voting trust agreement in a mutually agreeable form prepared by counsel to China eMall to provide to a trustee, acting on behalf of all of the holders of Exchangeable Shares, voting rights of shares in the capital of the Purchaser equivalent to the voting rights of the common shares in the capital of the Purchaser into which the Exchangeable Shares are exchangeable that will be allotted for purposes of issuance with respect to the Exchangeable Shares; or the Purchaser shall deposit a number of common shares in the capital of the Purchaser equal at all times and from time to time to the number of common share in the capital of the Purchaser into which the outstanding Exchangeable Shares are exchangeable, provided that the voting rights of such shares shall be held by the trustee of such voting trust pursuant to the terms and conditions of such a voting trust agreement in a mutually agreeable form prepared by counsel to China eMall for the benefit of the holders of the outstanding Exchangeable Shares from time to time but all other rights of such common shares in the capital of the Purchaser shall be held by the trustee for the benefit of the Purchaser pursuant to the terms and conditions of such a voting trust agreement in a mutually agreeable form prepared by counsel to China eMall. If any one or more of the foregoing conditions shall not have been fulfilled on or before the Closing Date, the Vendors may terminate this Agreement by notice in writing to the Purchaser in which event the Vendors shall be released from all obligations under this Agreement without liability and (unless the Vendors can show that the condition relied upon could reasonably have been performed by the Purchaser) the Purchaser shall also be released from all obligations hereunder without liability; provided, however, that the Vendors shall be entitled to waive compliance with any one or more of such conditions in whole or in part if they shall see fit to d...
Exchangeable Shares. If the Arrangement becomes effective and the Exchangeable Share Condition is satisfied, Source shall: (a) use its best efforts to ensure that Cableshare remains a "public corporation" within the meaning of the Income Tax Act (Canada) for so long as there are Exchangeable Shares outstanding (other than those held by Source or the Source Affiliates); and (b) if there are Exchangeable Shares outstanding (other than those held by Source or the Source Affiliates) when Source is eligible to file a registration statement on form S-3 in respect of Source Common Shares under the Securities Act, cause Cableshare to list the Exchangeable Shares on a stock exchange in Canada (and, if necessary in connection therewith, Source shall file a registration statement with the SEC relating to Source Common Shares), provided that Source shall not be obligated hereby to file any registration statement with the SEC at any time when Source is in the course of making a public offering or distribution of its securities or for 90 days following such an offering or distribution, and further provided that nothing in this section 7.5 shall derogate from any provisions hereof relating to the redemption, retraction, exchange or call of Exchangeable Shares. ARTICLE 8.
Exchangeable Shares. Notwithstanding anything in this Agreement or in the provisions attaching to the exchangeable shares of the Corporation or Seawolf, as the case may be (the "Exchangeable Shares") to be issued to the Executive as partial consideration for the Common Shares of the Corporation to be acquired by Seawolf pursuant to the Merger, the Exchangeable Shares shall not be retractable by the Executive prior to the third anniversary of the date of issue of the Exchangeable Shares (the "Anniversary Date"); provided that if notice is given pursuant to subsection 2.2(b), subsection 2.2(c) or subsection 2.2(d) (subject to the provisions thereof), upon the death of the Executive, or if a Change of Control occurs, then the Exchangeable Shares shall thereafter be immediately retractable by the Executive (or if applicable his heirs and representatives) for Class B Shares. In the event the Executive is distributed Class B Shares upon a liquidation of the Corporation, pursuant to the provisions attaching to the Exchangeable Shares, the Executive covenants and agrees that he shall not sell, assign, transfer, encumber or otherwise dispose of any of the Class B non- voting shares ("Class B Shares") in the capital of CCL received upon such distribution prior to the Anniversary Date. All share certificates evidencing the Exchangeable Shares or, in the event of the distribution of Class B Shares pursuant to the liquidation of the Corporation, the Class B Shares received upon such distribution, shall bear a legend setting out the foregoing restrictions provided that upon the expiration of such restrictions, such shares shall be recertificated without such legend. The Executive shall use reasonable commercial efforts to conduct all permitted dispositions of Exchangeable Shares and Class B Shares in an orderly manner such that the market price of the Class B Shares shall not be unduly affected by any such disposition, and the Executive shall provide reasonable advance notice to CCL of any proposed disposition, whereupon CCL shall have the right (which right CCL shall have the right to assign to an institution, pension fund, mutual fund or similar purchaser, provided that any such assignment shall not relieve CCL from its obligations with respect to the exercise of such right, and provided that such assignment shall not delay the right or ability of the Executive to so dispose of his Class B Shares) but not the obligation, upon notice in writing to the Executive within one business day of r...
Exchangeable Shares. Uniphase and Exchangeco covenant and agree that,
Exchangeable Shares. The Exchangeable Shares and the Exchangeco Public Preference Shares to be issued in connection with the Arrangement will be duly and validly issued by Exchangeco and fully paid and non-assessable. The rights, privileges, restrictions and conditions attaching to the Class A Exchangeable Shares shall be substantially as set out in Appendix I of the Plan of Arrangement. The rights, privileges, restrictions and conditions attaching to the Class B Exchangeable Shares shall be substantially as set out in Appendix I of the Plan of Arrangement. A term sheet describing certain terms of the Exchangeco Public Preference Shares shall be set out in Appendix II of the Plan of Arrangement. 4.24
