Common use of General Exception Clause in Contracts

General Exception. The provisions of sections 6.1, 6.4 and 6.5 shall not be applicable if a Shareholder Disposes of or Alienates all or part of the Shares or Convertible Securities, if any, he/it holds, and the Directors shall authorize (or, for further clarity, the Shareholders shall cause any of their representatives acting as Directors to authorize) the said Disposition or Alienation notwithstanding any other provisions in the articles or by-laws of the Corporation (other than those necessary for the maintenance of its closed company status within the meaning of the SECURITIES ACT (Quebec)), the whole without prior authorization from the other Shareholders, provided that this Disposition or Alienation be made to, or in favour of, a Person wholly-owned by such Shareholder or in respect of which such Shareholder holds the entirety of beneficial interest in or in favour of a Person by whom or by which the Shareholder is wholly-owned, in all cases, subject to the following conditions: 6.7.1 that the assignee (i) confirm to the other Shareholders and to the Corporation its irrevocable consent to be bound by the provisions of this Agreement by transmitting to them an intervention duly executed, (ii) succeed this Shareholder in all its rights, benefits, obligations and responsibilities under this Agreement and (iii) be substituted for this Shareholder as completely as if the assignee were named in each provision of this Agreement and undertake not to issue shares of its share capital or Convertible Securities to a Person other than the assignor without the prior written consent of the other Shareholders, which consent may be given or refused at their entire discretion; 6.7.2 that the Shares and Convertible Securities, if any, thus Disposed of or Alienated remain subject to the provisions of this Agreement in the hands of the said assignee; 6.7.3 that the Shareholder remain bound by this Agreement and undertake not to Dispose of or Alienate all or any part of the Shares of the assignee that it will hold without having obtained the prior written consent of the other Shareholders, which consent may be given or refused at their entire discretion.