Common use of Ownership of Outstanding Shares Clause in Contracts

Ownership of Outstanding Shares. Without the prior approval of ExchangeCo and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of the Exchangeable Share Provisions, Acquiror covenants and agrees in favour of ExchangeCo that, as long as any outstanding Exchangeable Shares are owned by any Person other than Acquiror or any of its Affiliates, Acquiror will be and remain the direct or indirect beneficial owner of all issued and outstanding voting shares in the capital of ExchangeCo and Callco. Notwithstanding the foregoing, Acquiror shall not be in violation of this Section 2.9 if any person or group of persons acting jointly or in concert acquires all or substantially all of the assets of Acquiror or the Acquiror Common Shares pursuant to any merger of Acquiror pursuant to which Acquiror was not the surviving corporation.

Appears in 2 contracts

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

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Ownership of Outstanding Shares. Without the prior approval of ExchangeCo and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of the Exchangeable Share Provisions, Acquiror covenants and agrees in favour of ExchangeCo that, as long as any outstanding Exchangeable Shares are owned by any Person other than Acquiror or any of its Affiliates, Acquiror will be and remain the direct or indirect beneficial owner of all issued and outstanding voting shares in the capital of ExchangeCo and CallcoCallCo. Notwithstanding the foregoing, Acquiror shall not be in violation of this Section 2.9 if any person or group of persons acting jointly or in concert acquires all or substantially all of the assets of Acquiror or the Acquiror Common Shares pursuant to any merger of Acquiror pursuant to which Acquiror was not the surviving corporation.

Appears in 2 contracts

Samples: Arrangement Agreement (Magnum Hunter Resources Corp), Support Agreement (Magnum Hunter Resources Corp)

Ownership of Outstanding Shares. Without the prior approval of ExchangeCo the Corporation and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of the Exchangeable Share Provisions, Acquiror covenants and agrees in favour of ExchangeCo the Corporation that, as long as any outstanding Exchangeable Shares are owned by any Person other than Acquiror or any of its Affiliates, Acquiror will be and remain the direct or indirect beneficial owner of all issued and outstanding voting shares in the capital of ExchangeCo the Corporation and Callco. Notwithstanding the foregoing, Acquiror shall not be in violation of this Section 2.9 section if any person or group of persons acting jointly or in concert acquires all or substantially all of the assets of Acquiror or the Acquiror Common Shares pursuant to any merger of Acquiror pursuant to which Acquiror was not the surviving corporation.

Appears in 1 contract

Samples: Support Agreement (Surge Global Energy, Inc.)

Ownership of Outstanding Shares. Without the prior approval of ExchangeCo Canco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of the Exchangeable Share Provisions, Acquiror covenants and agrees in favour of ExchangeCo Canco that, as long as any outstanding Exchangeable Shares are owned by any Person other than Acquiror or any of its Affiliates, Acquiror will be and remain the direct or indirect beneficial owner of all issued and outstanding voting shares in the capital of ExchangeCo Canco and Callco. Notwithstanding the foregoing, Acquiror shall not be in violation of this Section 2.9 section if any person or group of persons acting jointly or in concert acquires all or substantially all of the assets of Acquiror or the Acquiror Common Shares pursuant to any merger of Acquiror pursuant to which Acquiror was not the surviving corporation.

Appears in 1 contract

Samples: Acquisition Agreement (Nabors Industries Inc)

Ownership of Outstanding Shares. Without the prior approval of ExchangeCo Canco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 13.2 of the Exchangeable Share Provisions, Acquiror Acquirer covenants and agrees in favour of ExchangeCo Canco that, as long as any outstanding Exchangeable Shares are owned by any Person other than Acquiror Acquirer or any of its Affiliates, Acquiror Acquirer will be and remain the direct or indirect beneficial owner of all issued and outstanding voting shares in the capital of ExchangeCo Canco and Callco. Notwithstanding the foregoing, Acquiror Acquirer shall not be in violation of this Section 2.9 section if any person or group of persons acting jointly or in concert acquires all or substantially all of the assets of Acquiror Acquirer or the Acquiror Common Acquirer Shares pursuant to any merger of Acquiror Acquirer pursuant to which Acquiror Acquirer was not the surviving corporation.

Appears in 1 contract

Samples: Support Agreement (Canwest Petroleum Corp)

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Ownership of Outstanding Shares. Without the prior approval of ExchangeCo the Corporation and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of the Exchangeable Share Provisions, Acquiror covenants and agrees in favour of ExchangeCo the Corporation that, as long as any outstanding Exchangeable Shares are owned by any Person other than Acquiror or any of its Affiliates, Acquiror will be and remain the direct or indirect beneficial owner of all issued and outstanding voting shares in the capital of ExchangeCo and Callcothe Corporation. Notwithstanding the foregoing, Acquiror shall not be in violation of this Section 2.9 section if any person or group of persons acting jointly or in concert acquires all or substantially all of the assets of Acquiror or the Acquiror Common Shares pursuant to any merger of Acquiror pursuant to which Acquiror was not the surviving corporation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Surge Global Energy, Inc.)

Ownership of Outstanding Shares. Without the prior approval of ExchangeCo Exchangeco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of the Exchangeable Share Provisions, Acquiror covenants and agrees in favour of ExchangeCo Exchangeco that, as long as any outstanding Exchangeable Shares are owned by any Person other than Acquiror or any of its Affiliates, Acquiror will be and remain the direct or indirect beneficial owner of all issued and outstanding voting shares in the capital of ExchangeCo Exchangeco and Callco. Notwithstanding the foregoing, Acquiror shall not be in violation of this Section 2.9 if any person or group of persons acting jointly or in concert acquires all or substantially all of the assets of Acquiror or the Acquiror Common Shares pursuant to any merger of Acquiror pursuant to which Acquiror was not the surviving corporation.

Appears in 1 contract

Samples: Support Agreement (Magnum Hunter Resources Corp)

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