Common use of Restriction on Sale Clause in Contracts

Restriction on Sale. Subject to Section 2.3 and the Articles, the Shareholders shall not sell, directly or indirectly, any Multiple Voting Shares pursuant to a take-over bid (as defined in applicable Securities Laws) under circumstances in which applicable Securities Laws would have required the same offer to be made to SVS Holders if the sale by the Shareholders had been a sale of the Subordinate Voting Shares underlying such Multiple Voting Shares rather than such Multiple Voting Shares, but otherwise on the same terms. For the purposes of this Section 2.2, it shall be assumed that the offer that would have resulted in the sale of such Subordinate Voting Shares by the Shareholders, on the basis set out above, would have constituted a take-over bid for the Subordinate Voting Shares under applicable Securities Laws, regardless of whether this actually would have been the case, and the varying of any material term of an offer shall be deemed to constitute the making of a new offer.

Appears in 2 contracts

Samples: Coattail Agreement (GFL Environmental Holdings Inc.), Coattail Agreement (GFL Environmental Inc.)

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Restriction on Sale. Subject to Section 2.3 and the Articles, the Shareholders Shareholder shall not selltransfer, directly or indirectly, any Multiple Super Voting Shares pursuant to a take-over bid (as defined in applicable Securities Lawssecurities legislation) under circumstances in which applicable Securities Laws securities legislation would have required the same offer to be made to the SVS Holders or the MVS Holders, as applicable, if the sale by the Shareholders such Shareholder had been a sale of the Subordinate Voting Shares underlying such or Multiple Voting Shares Shares, as applicable, rather than such Multiple Super Voting Shares, but otherwise on the same terms. For the purposes of this Section 2.2section, it shall be assumed that the offer that would have resulted in the sale of such Subordinate Voting Shares or Multiple Voting Shares by the Shareholderssuch Shareholder, on the basis set out above, would have constituted a take-over bid for the Subordinate Voting Shares or Multiple Voting Shares, as applicable, under applicable Securities Lawssecurities legislation, regardless of whether this actually would have been the case, and the varying of any material term of an offer shall be deemed to constitute the making of a new offer.

Appears in 2 contracts

Samples: Coattail Agreement, Coattail Agreement

Restriction on Sale. Subject to Section 2.3 and the Articles, the Shareholders shall not sell, directly or indirectly, any Multiple Voting Shares pursuant to a take-over bid (as defined in applicable Securities Laws) under circumstances in which applicable Securities Laws would have required the same offer to be made to SVS Holders if the sale by the Shareholders had been a sale of the Subordinate Voting Shares underlying such Multiple Voting Shares rather than such Multiple Voting Shares, but otherwise on the same terms. For the purposes of this Section 2.2, it shall be assumed that the offer that would have resulted in the sale of such Multiple Voting Shares (or Subordinate Voting Shares into which such Multiple Voting Shares are convertible or converted pursuant to the Articles) by the Shareholders, on the basis set out above, Shareholders would have constituted a take-over bid for the Subordinate Voting Shares under applicable Securities Laws, regardless of whether this actually would have been the case, and the varying of any material term of an offer shall be deemed to constitute the making of a new offer.

Appears in 2 contracts

Samples: Agreement (FSD Pharma Inc.), Coattail Agreement (Shopify Inc.)

Restriction on Sale. Subject to Section 2.3 and the Articles, the Shareholders shall not sell, directly or indirectly, any Multiple Voting Shares pursuant to a take-over bid (as defined in under applicable Securities Laws) under circumstances in which applicable Securities Laws would have required the same offer to be made to SVS Holders if the sale by the Shareholders had been a sale of the Subordinate Voting Shares underlying such Multiple Voting Shares rather than such Multiple Voting Shares, but otherwise on the same terms. For the purposes of this Section 2.2, it shall be assumed that the offer that would have resulted in the sale of such Multiple Voting Shares (or Subordinate Voting Shares into which such Multiple Voting Shares are convertible or converted pursuant to the Articles) by the Shareholders, on the basis set out above, Shareholders would have constituted a take-over bid for the Subordinate Voting Shares under applicable Securities Laws, regardless of whether this actually would have been the case, and the varying of any material term of an offer shall be deemed to constitute the making of a new offer.

Appears in 2 contracts

Samples: Agreement (Canada Goose Holdings Inc.), Coattail Agreement (Canada Goose Holdings Inc.)

Restriction on Sale. Subject to Section 2.3 and the Articles, the Shareholders shall not sell, directly or indirectly, any Multiple Proportionate Voting Shares pursuant to a take-over bid (as defined in applicable Applicable Securities Laws) under circumstances in which applicable Applicable Securities Laws would have required the same offer to be made to SVS Holders if the sale by the Shareholders had been a sale of the Subordinate Voting Shares underlying such Multiple Proportionate Voting Shares rather than such Multiple Proportionate Voting Shares, but otherwise on the same terms. For the purposes of this Section 2.2, it shall be assumed that the offer that would have resulted in the sale of such Proportionate Voting Shares (or Subordinate Voting Shares into which such Proportionate Voting Shares are convertible or converted pursuant to the Articles) by the Shareholders, on the basis set out above, Shareholders would have constituted a take-over bid for the Subordinate Voting Shares under applicable Applicable Securities Laws, regardless of whether this actually would have been the case, and the varying of any material term of an offer shall be deemed to constitute the making of a new offer.

Appears in 2 contracts

Samples: Coattail Agreement, Coattail Agreement

Restriction on Sale. Subject to Section 2.3 and the Articles, the Shareholders shall not sell, directly or indirectly, any Multiple Voting Shares pursuant to a take-over bid (as defined in applicable Securities Laws) under circumstances in which applicable Securities Laws would have required the same offer to be made to SVS Holders if the sale by the Shareholders had been a sale of the Subordinate Voting Shares underlying such Multiple Voting Shares rather than such Multiple Voting Shares, but otherwise on the same terms. For the purposes of this Section 2.2, it shall be assumed that the offer that would have resulted in the sale of such Multiple Voting Shares (or Subordinate Voting Shares into which such Multiple Voting Shares are convertible or converted pursuant to the Articles) by the Shareholders, Shareholders on the basis set out above, above would have constituted a take-over bid for the Subordinate Voting Shares under applicable Securities Laws, regardless of whether this actually would have been the case, and the . The varying of any material term of an offer shall be deemed to constitute the making of a new offer.

Appears in 2 contracts

Samples: Coattail Agreement (TELUS International (Cda) Inc.), Coattail Agreement (TELUS International (Cda) Inc.)

Restriction on Sale. β€Œ Subject to Section 2.3 and the Articles, the Shareholders shall not sell, directly or indirectly, any Multiple Proportionate Voting Shares pursuant to a take-over bid (as defined in applicable Securities Laws) under circumstances in which applicable Securities Laws would have required the same offer to be made to SVS Subordinate Holders if the sale by the Shareholders had been a sale of the Subordinate Voting Shares underlying such Multiple Proportionate Voting Shares rather than such Multiple Proportionate Voting Shares, but otherwise on the same terms. For the purposes of this Section 2.2, it shall be assumed that the offer that would have resulted in the sale of such Proportionate Voting Shares (or Subordinate Voting Shares into which such Proportionate Voting Shares are convertible or converted pursuant to the Articles) by the Shareholders, on the basis set out above, Shareholders would have constituted a take-take- over bid for the Subordinate Voting Shares under applicable Securities Laws, regardless of whether this actually would have been the case, and the varying of any material term of an offer shall be deemed to constitute the making of a new offer.

Appears in 1 contract

Samples: Coattail Agreement

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Restriction on Sale. β€Œ Subject to Section 2.3 and the Articles, the Shareholders shall not sell, directly or indirectly, any Multiple Voting Shares pursuant to a take-over bid (as defined in applicable Securities Laws) under circumstances in which applicable Securities Laws would have required the same offer to be made to SVS Holders if the sale by the Shareholders had been a sale of the Subordinate Voting Shares underlying such Multiple Voting Shares rather than such Multiple Voting Shares, but otherwise on the same terms. For the purposes of this Section 2.2, it shall be assumed that the offer that would have resulted in the sale of such Multiple Voting Shares (or Subordinate Voting Shares into which such Multiple Voting Shares are convertible or converted pursuant to the Articles) by the Shareholders, on the basis set out above, Shareholders would have constituted a take-over bid for the Subordinate Voting Shares under applicable Securities Laws, regardless of whether this actually would have been the case, and the varying of any material term of an offer shall be deemed to constitute the making of a new offer.

Appears in 1 contract

Samples: FSD Pharma

Restriction on Sale. Subject to Section 2.3 and the Articles, the Shareholders shall not sell, directly or indirectly, any Multiple Proportionate Voting Shares pursuant to a take-over bid (as defined in applicable Securities Laws) under circumstances in which applicable Securities Laws would have required the same offer to be made to SVS CS Holders if the sale by the Shareholders had been a sale of the Subordinate Voting Common Shares underlying such Multiple Proportionate Voting Shares rather than such Multiple Proportionate Voting Shares, but otherwise on the same terms. For the purposes of this Section 2.2, it shall be assumed that the offer that would have resulted in the sale of such Subordinate Proportionate Voting Shares (or Common Shares into which such Proportionate Voting Shares are convertible or converted pursuant to the Articles) by the Shareholders, on the basis set out above, Shareholders would have constituted a take-over bid for the Subordinate Voting Common Shares under applicable Securities Laws, regardless of whether this actually would have been the case, and the varying of any material term of an offer shall be deemed to constitute the making of a new offer.

Appears in 1 contract

Samples: Coattail Agreement

Restriction on Sale. Subject to Section 2.3 and the Articles, the Shareholders shall not sell, directly or indirectly, any Multiple Voting Shares pursuant to a take-over bid (as defined in applicable Securities Laws) under circumstances in which applicable Securities Laws would have required the same offer to be made to SVS Holders if the sale by the Shareholders had been a sale of the Subordinate Voting Shares underlying such Multiple Voting Shares rather than such Multiple Voting Shares, but otherwise on the same terms. For the purposes of this Section 2.2, it shall be assumed that the offer that would have resulted in the sale of such Multiple Voting Shares (or Subordinate Voting Shares into which such Multiple Voting Shares are convertible or converted pursuant to the Articles) by the Shareholders, on the basis set out above, Shareholders would have constituted a take-take- over bid for the Subordinate Voting Shares under applicable Securities Laws, regardless of whether this actually would have been the case, and the varying of any material term of an offer shall be deemed to constitute the making of a new offer.

Appears in 1 contract

Samples: Coattail Agreement

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