Pooling Arrangement. 1.1 The Shareholder agrees, effective as of the date of this Agreement (the “Effective Date”), not to transfer, assign, option, dispose of, pledge or encumber any interest in the Special Warrants or the Shares (the “Restrictions on Disposition”) for a period from the Effective Date to the Completion Date. 1.2 Subject to subsection 1.3 of this Agreement, in the period from the Effective Date to the date which is 36 months following the Effective Date, the Shares will be released from the Restrictions on Disposition to the Shareholder in accordance with the release schedule set out in Schedule “A” to this Agreement. 1.3 Notwithstanding subsection 1.2 of this Agreement, the Shares will be released from the Restrictions on Disposition on the earlier of: (a) the day the Company completes, or has completed, a technical report in accordance with National Instrument 43-101, Standards of Disclosure for Mineral Projects, (“NI 43-101”) that identifies a measured, indicated or inferred mineral resource (as defined in NI 43-101) of at least 20,000,000 ounces of silver on the Property; and (b) the day an independent arm’s length third party completes a takeover bid, or otherwise acquires, over 50% of the issued and outstanding shares of the Company. 1.4 Upon their release from the Restrictions on Disposition pursuant to subsections 1.2 or 1.3 of this Agreement, the Shares will cease to be governed or affected by this Agreement. 1.5 During the period in which the Shares are subject to the Restrictions on Disposition pursuant to this Agreement: (a) the Shareholder may exercise all voting rights attached to the Shares held by the Shareholder; (b) the Shares may be transferred to another person only if the Company’s board of directors has approved the transfer provided that any such transfer will only be effective if the transferee agrees to be bound by the terms of this Agreement and signifies such agreement by entering into a voluntary pooling agreement in respect of the shares that are to be transferred on the same terms as are contained in this Agreement. 1.6 The Company will conspicuously ▇▇▇▇ all certificates representing the Shares with the following legend: “The shares represented by this certificate are subject to a voluntary pooling agreement between the Company and Diamond Hill Investment Corporation, dated May 18, 2006 (the “Agreement”), and are subject to a hold period that expires on the earlier of <> [ the date that is either 6, 12, 18, 24, 30 or 36 months following Effective Date] and the day calculated pursuant to subsection 1.3 of the Agreement.
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Pooling Arrangement. 1.1 The Shareholder Each of the Shareholders agrees, effective as of the date of this Agreement (the “Effective Date”), not to transfer, assign, option, dispose of, pledge or encumber any interest in the Special Warrants or the their respective Pooled Shares (the “Restrictions on Disposition”) for a period from the Effective Date other than pursuant to the Completion Datethis Agreement.
1.2 Subject to subsection 1.3 of this Agreement, in the period from the Effective Date to the date which is 36 months following the Effective Date, the Pooled Shares will be released from the Restrictions on Disposition to the Shareholder Shareholders in accordance with the release schedule set out in Schedule “A” to this Agreement.
1.3 Notwithstanding subsection 1.2 of this Agreement, the Pooled Shares will be released from the Restrictions on Disposition on the earlier of:
(a) the day the Company Wildcat or Ventana, as applicable, completes, or has completed, a technical report in accordance with National Instrument 43-101, Standards of Disclosure for Mineral Projects, (“NI 43-101”) that identifies a measured, indicated or inferred mineral resource (as defined in NI 43-101) of at least 20,000,000 1,000,000 ounces of silver gold on the Property; and, as such term is defined in the Acquisition Agreement;
(b) if Ventana Shares have been issued to the Shareholders:
(i) the day an independent arm’s length third party completes a takeover bid, or otherwise acquires, over 50% of the issued and outstanding shares of Ventana; or
(ii) the Companyday after any regulatory or public disclosure filings confirming the creation of a new control person or control block holding over 20% of the issued and outstanding shares of Ventana after the completion of the Plan of Arrangement;
(c) if Wildcat Shares have been issued to the Shareholders:
(i) the day an independent arm’s length third party completes a takeover bid, or otherwise acquires, over 50% of the issued and outstanding shares of Wildcat; or
(ii) the day after any regulatory or public disclosure filings confirming the creation of a new control person or control block holding over 20% of the issued and outstanding shares of Wildcat after the completion of the Plan of Arrangement; or
(d) concurrently with the completion of an acquisition by a third party of shares of Ventana or Wildcat including the Ventana Shares or Wildcat Shares, as applicable, held by the Shareholders, which acquisition is conditional upon the release of the Pooled Shares from the Restrictions on Disposition.
1.4 Upon their release from the Restrictions on Disposition pursuant to subsections 1.2 or 1.3 of this Agreement, the Pooled Shares will cease to be governed or affected by this Agreement, without any further action being required.
1.5 During the period in which the Pooled Shares are subject to the Restrictions on Disposition pursuant to this Agreement:
(a) each of the Shareholder Shareholders may exercise all voting rights attached to the Pooled Shares held by the that Shareholder;; and
(b) any or all of the Pooled Shares may be transferred to another person only if the Company’s board of directors has approved the transfer provided that any such transfer will only be effective if the transferee agrees with Wildcat or Ventana, as the case may be, to be bound by the terms of this Agreement and signifies such agreement by entering into a voluntary pooling agreement in respect of the shares that are to be transferred on the same terms as are contained in this Agreement.
1.6 The Company Wildcat or Ventana, as the case may be, will conspicuously ▇▇▇▇ all certificates representing the Pooled Shares with the following legend: “The shares represented by this certificate are subject to a voluntary pooling agreement between the Company and Diamond Hill Investment among Wildcat Silver Corporation, Ventana Gold Corp. and, inter alia, the holder of these securities, dated for reference May 18, 2006 (the “Agreement”), and are subject to a hold period that expires on the earlier of <> [ [enter the applicable release date that is either 6, 12, 18, 24, 30 or 36 months following Effective Datein respect of the applicable amount of Pooled Shares as set out in Schedule “A”] and the day calculated pursuant to subsection 1.3 of the Agreement.”
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Pooling Arrangement. 1.1 The Shareholder agrees, effective as of the date of this Agreement (the “Effective Date”), not to transfer, assign, option, dispose of, pledge or encumber any interest in the Special Warrants or the Pooled Shares (the “Restrictions on Disposition”) for a period from other than pursuant to this Agreement or subsection 3.2 of the Effective Date to the Completion DateShare Purchase Agreement.
1.2 Subject to subsection 1.3 of this Agreement, in the period from the Effective Date to the date which is 36 months following the Effective Date, the Pooled Shares will be released from the Restrictions on Disposition to the Shareholder in accordance with the release schedule set out in Schedule “A” to this Agreement.
1.3 Notwithstanding subsection 1.2 of this Agreement, the Pooled Shares will automatically be released from the Restrictions on Disposition on the earlier ofearliest to occur of the following:
(a) the day Ventana or the Company completes, or has completed, a technical report in accordance with National Instrument 43-101, Standards of Disclosure for Mineral Projects, (“NI 43-101”) that identifies a measured, indicated or inferred mineral resource (as defined in NI 43-101) of at least 20,000,000 1,000,000 ounces of silver gold on the La Bodega Property; and, as such term is defined in the Share Purchase Agreement;
(b) if the Ventana Shares have been issued to the Shareholder:
(i) the day an independent after any regulatory or public disclosure filings confirming that there has been a change of the Chief Executive Officer (and/or President) and the Chief Financial Officer of Ventana following the date of the Reorganization, as such term is defined in the Share Purchase Agreement;
(ii) the day after any regulatory or public disclosure filings confirming that there has been a change of the majority of the directors of Ventana following the date of the Reorganization;
(iii) the day after any regulatory or public disclosure filings confirming the creation of a new control person or control block holding over 20% of the issued and outstanding shares of Ventana following the date of the Reorganization; or
(iv) the day a third party arm’s length to Ventana completes a takeover bid, or otherwise acquires, over 50% of the issued and outstanding shares of Ventana; or
(c) if the Wildcat Shares have been issued to the Shareholder:
(i) the day after any regulatory or public disclosure filings confirming that there has been a change of the Chief Executive Officer (and/or President) and the Chief Financial Officer of the Company following the date of this Agreement (except pursuant to the Reorganization, if applicable);
(ii) the day after any regulatory or public disclosure filings confirming that there has been a change of the majority of the directors of the Company following the date of this Agreement (except pursuant to the Reorganization, if applicable);
(iii) the day after any regulatory filings confirming the creation of a new control person or control block holding over 20% of the issued and outstanding shares of the Company following the date of this Agreement (except pursuant to the Reorganization, if applicable); or
(iv) the day a third party arm’s length to the Company completes a takeover bid, or otherwise acquires, over 50% of the issued and outstanding shares of the Company.
1.4 Upon their release from the Restrictions on Disposition pursuant to subsections 1.2 or 1.3 of this Agreement, the Pooled Shares will cease to be governed or affected by this Agreement.
1.5 During the period in which the Pooled Shares are subject to the Restrictions on Disposition pursuant to this Agreement:
(a) the Shareholder may exercise all voting rights attached to the Pooled Shares held by the Shareholder;
(b) the Pooled Shares may be transferred to another person only if the Company’s board of directors of Ventana in respect of the Ventana Shares, or the board of directors of the Company in respect of the Wildcat Shares, as applicable, has approved the transfer provided that any such transfer will only be effective if the transferee agrees to be bound by the terms of this Agreement and signifies such agreement by entering into a voluntary pooling agreement in respect of the shares that are to be transferred on the same terms as are contained in this Agreement.
1.6 The Company Ventana or the Company, as applicable, will conspicuously ▇▇▇▇ all certificates representing the Pooled Shares with the following legend: “The shares represented by this certificate are subject to a voluntary pooling agreement between among the Company and Diamond Hill Investment Augusta Capital Corporation, Wildcat Silver Corporation and Ventana Gold Corp., dated for reference May 18, 2006 (the “Agreement”), and are subject to a hold period that expires on the earlier of <> [ [enter the applicable release date that is either 6, 12, 18, 24, 30 or 36 months following Effective Datein respect of the applicable amount of Pooled Shares as set out in Schedule “A”] and the day calculated pursuant to subsection 1.3 of the Agreement.
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