Common use of RETRACTION OF EXCHANGEABLE SHARES BY HOLDER Clause in Contracts

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 A holder of Exchangeable Shares shall be entitled at any time, subject to the exercise by Callco of the Retraction Call Right and otherwise upon compliance with the provisions of this Article 6, to require the Company to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per Exchangeable Share equal to the Current Market Price of a Lululemon Common Share on the last Business Day prior to the Retraction Date (the “Retraction Price”), which shall be satisfied in full by the Company causing to be delivered to such holder, for each Exchangeable Share presented and surrendered by the holder, one Lululemon Common Share and any Dividend Amount. To effect such redemption, the holder shall present and surrender at the registered office of the Company or at any office of the Transfer Agent as may be specified by the Company by notice to the holders of Exchangeable Shares the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Company redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares and such additional documents and instruments as the Transfer Agent and the Company may reasonably require, and together with a duly executed statement (the “Retraction Request”) in the form of Schedule A hereto or in such other form as may be acceptable to the Company:

Appears in 3 contracts

Samples: www.sec.gov, Arrangement Agreement (Lululemon Athletica Inc.), Arrangement Agreement (Lululemon Corp.)

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RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 A holder of Exchangeable Shares shall be entitled at any time, subject to the exercise by Callco Jaws US of the Retraction Call Right and otherwise upon compliance with the provisions of this Article 6, to require the Company Corporation to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per Exchangeable Share equal to the Current Market Exchangeable Share Price of a Lululemon Common Share applicable on the last Business Day prior to the Retraction Date (the "Retraction Price”)") in accordance with Section 6.4. In connection with payment of the Retraction Price, which the Corporation shall be satisfied in full by entitled to liquidate some of the Company causing to Jaws US Common Stock that would otherwise be delivered to such holder, for each deliverable as Exchangeable Share presented and surrendered by Consideration to the holder, one Lululemon Common Share and particular holder of Exchangeable Shares in order to fund any Dividend Amountstatutory withholding tax obligation. To effect such redemption, the holder shall present and surrender at the registered office of the Company Corporation or at any office of the Transfer Agent as may be specified by the Company Corporation in Schedule A hereto or by notice to the holders of Exchangeable Shares the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Company Corporation redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable law and the by-laws of the Corporation and such additional documents and instruments as the Transfer Agent and the Company may reasonably require, and together with a duly executed statement (the "Retraction Request") in the form of Schedule A "A" hereto or in such other form as may be acceptable to the CompanyCorporation:

Appears in 2 contracts

Samples: Share Purchase Agreement (Jaws Technologies Inc /Ny), Share Purchase Agreement (Jaws Technologies Inc /Ny)

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 A holder of Exchangeable Shares shall be entitled at any time, subject to the exercise by Callco Parent of the Retraction Call Right and otherwise upon compliance with the provisions of this Article 6, to require the Company Corporation to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per Exchangeable Share share equal to the Current Market Price of a Lululemon Parent Common Share Stock on the last Business Day prior to the Retraction Date (the “Retraction Price”), which shall be satisfied in full by the Company Corporation causing to be delivered to such holder, holder one share of Parent Common Stock for each Exchangeable Share presented and surrendered by the holder, one Lululemon Common together with, on the payment date therefor, the full amount of all declared and unpaid dividends on any such Exchangeable Share and held by such holder on any Dividend Amountdividend record date which occurred prior to the Retraction Date. To effect such redemption, the holder shall present and surrender at the registered office of the Company or at any office of the Transfer Agent as may be specified by the Company Corporation by notice to the holders of Exchangeable Shares the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Company Corporation redeem, together with such other documents and instruments as may be are required to effect a transfer of Exchangeable Shares under the BCA and the charter documents of the Corporation and such additional documents and instruments as the Transfer Agent and Parent or the Company Corporation may reasonably require, and together with a duly executed statement (the “Retraction Request”) in the form of Schedule A hereto or in such other form as may be acceptable to the CompanyCorporation:

Appears in 2 contracts

Samples: Trust Agreement, Agreement (Future Energy Corp.)

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 A holder of Exchangeable Shares shall be entitled at any time, subject to the exercise by Callco of the Retraction Call Right and otherwise upon compliance with the provisions of this Article 6, to require the Company to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per Exchangeable Share share equal to the Current Market Exchangeable Share Price of a Lululemon Common Share applicable on the last Business Day prior to the Retraction Date (the "Retraction Price"), which shall be satisfied in full by the Company causing to be delivered to such holder, for each holder the Exchangeable Share presented and surrendered by Consideration representing the holder, one Lululemon Common Share and any Dividend AmountRetraction Price. To effect such redemption, the holder shall present and surrender at the registered office of the Company or at any office of the Transfer Agent as may be specified by the Company by notice to the holders of Exchangeable Shares Shares, the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Company redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the CBCA and the articles and bylaws of the Company and such additional documents and instruments as the Transfer Agent and the Company may reasonably require, and together with a duly executed statement (the "Retraction Request") in the form of Schedule A hereto or in such other form as may be acceptable to the Company:

Appears in 2 contracts

Samples: Acquisition Agreement (Nabors Industries Inc), Combination Agreement (Duke Energy Corp)

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 (a) A holder of Exchangeable Shares shall be entitled at any time, subject to the exercise by Callco Parent of the Retraction Call Right (as defined below) and otherwise upon compliance with the provisions of this Article 6section 5(a), to require the Company Corporation to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per Exchangeable Share share equal to (y) the Current Market Price Value of a Lululemon Parent Common Share determined on the last Business Day trading day prior to the Retraction Date (the “Retraction Price”as defined below), which shall be paid and satisfied in full only by the Company Corporation causing to be delivered to such holder, holder one Parent Common Share for each Exchangeable Share presented and surrendered by the holderholder plus (z) an additional amount equivalent to the full amount of all dividends declared and unpaid thereon (collectively the "Retraction Price"), one Lululemon Common Share provided that if the record date for any such declared and any Dividend Amountunpaid dividends occurs on or after the Retraction Date the Retraction Price shall not include such additional amount equivalent to the declared and unpaid dividends. To effect such redemption, the holder shall present and surrender at the registered office of the Company or at any office of the Transfer Agent as may be specified by the Company by notice to the holders of Exchangeable Shares Corporation the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Company Corporation redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Companies Act, (Quebec) and the by-laws of the Corporation and such additional documents and instruments as the Transfer Agent and secretary of the Company Corporation may reasonably require, and together with a duly executed statement (the “Retraction Request”) in the form of Schedule A hereto or in such other form as may be acceptable to the Company:Corporation ("Retraction Request"):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Hosposable Products Inc), Guaranty Agreement (Hosposable Products Inc)

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 A holder of Exchangeable Shares shall be entitled at any time, subject to the exercise by Callco of the Retraction Call Right and otherwise upon compliance with the provisions of this Article 6, to require the Company Corporation to redeem any or all of the Exchangeable Shares registered in the name of such holder holder, for an amount per Exchangeable Share share equal to the Current Market Exchangeable Share Price of a Lululemon Common Share applicable on the last Business Day prior to the Retraction Date (the "Retraction Price"), which shall be satisfied in full by the Company Corporation causing to be delivered to such holder, for each holder the Exchangeable Share presented and surrendered by Consideration representing the holder, one Lululemon Common Share and any Dividend AmountRetraction Price. To effect such redemption, the holder shall present and surrender at the registered office of the Company Corporation or at any office of the Transfer Agent as may be specified by the Company Corporation by notice to the holders of Exchangeable Shares Shares, the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Company Corporation redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the ABCA and the articles and bylaws of the Corporation and such additional documents and instruments as the Transfer Agent and the Company Corporation may reasonably require, and together with a duly executed statement (the "Retraction Request") in the form of Schedule A hereto or in such other form as may be acceptable to the CompanyCorporation:

Appears in 2 contracts

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

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 A holder of Exchangeable Shares shall be entitled at any time, subject to the exercise by Callco NovaScotiaco of the Retraction Call Right and otherwise upon compliance with the provisions of this Article section 6, to require the Company Corporation to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per Exchangeable Share (the "Retraction Price") equal to (i) the Current Market Price of a Lululemon an Apta Common Share on the last Business Day prior to the Retraction Date (the “Retraction Price”), which shall be satisfied in full by the Company Corporation causing to be delivered to such holder, holder one Apta Common Share for each Exchangeable Share presented and surrendered by the holder), one Lululemon Common Share and any plus (ii) the Unpaid Dividend Amount, if any, on any such Exchangeable Share held by such holder on any dividend record date which occurred prior to the Retraction Date,. To effect such redemption, the holder shall present and surrender at the registered office of the Company Corporation or at any office of the Transfer Agent as may be specified by the Company Corporation by notice to the holders of Exchangeable Shares the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Company Corporation redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent and the Company may reasonably require, and together with a duly executed statement (the "Retraction Request") in the form of Schedule A attached hereto as Appendix 1, or in such other form as may be acceptable to the CompanyCorporation:

Appears in 1 contract

Samples: Support Agreement (Apta Holdings Inc)

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 A holder of Exchangeable Shares shall be entitled at any time, subject to the exercise by Callco Parent of the Retraction Call Right and otherwise upon compliance with the provisions of this Article 6, to require the Company Corporation to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per Exchangeable Share share equal to the Current Market Price of a Lululemon Parent Common Share Stock on the last Business Day prior to the Retraction Date (the “Retraction Price”), which shall be satisfied in full by the Company Corporation causing to be delivered to such holder, holder one share of Parent Common Stock for each Exchangeable Share presented and surrendered by the holder, one Lululemon Common together with, on the payment date therefor, the full amount of all declared and unpaid dividends on any such Exchangeable Share and held by such holder on any Dividend Amountdividend record date which occurred prior to the Retraction Date. To effect such redemption, the holder shall present and surrender at the registered office of the Company or at any office of the Transfer Agent as may be specified by the Company Corporation by notice to the holders of Exchangeable Shares the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Company Corporation redeem, together with such other documents and instruments as may be are required to effect a transfer of Exchangeable Shares under the SBCA and the by-laws of the Corporation and such additional documents and instruments as the Transfer Agent and Parent or the Company Corporation may reasonably require, and together with a duly executed statement (the “Retraction Request”) in the form of Schedule A hereto or in such other form as may be acceptable to the CompanyCorporation:

Appears in 1 contract

Samples: Share Exchange Agreement (Keewatin Windpower Corp.)

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 A holder of Exchangeable Shares shall be entitled at any time, subject to the exercise by Callco WACI of the Retraction Call Right and otherwise upon compliance with the provisions of this Article section 6, to require the Company Corporation to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per Exchangeable Share (the "Retraction Price") equal to (i) the Current Market Price of a Lululemon WACI Common Share on the last Business Day prior to the Retraction Date (the “Retraction Price”), which shall may be satisfied in full by the Company Corporation causing to be delivered to such holder, holder one WACI Common Share for each Exchangeable Share presented and surrendered by the holder), one Lululemon Common Share and any plus (ii) the Unpaid Dividend Amount, if any, on any such Exchangeable Share held by such holder on any dividend record date which occurred prior to the Retraction Date. To effect such redemption, the holder shall present and surrender at the registered office of the Company Corporation or at any office of the Transfer Agent as may be specified by the Company Corporation by notice to the holders of Exchangeable Shares the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Company Corporation redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent and the Company may reasonably require, and together with a duly executed statement (the "Retraction Request") in the form of Schedule A attached hereto as Appendix 1, or in such other form as may be acceptable to the CompanyCorporation:

Appears in 1 contract

Samples: Support Agreement (Wireless Age Communications Inc)

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 A holder of Exchangeable Shares shall be entitled at any time, subject to the exercise by Callco of the Retraction Call Right and otherwise upon compliance with the provisions of this Article 6, to require the Company Corporation to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per Exchangeable Share share equal to the sum of (i) the Current Market Price of a Lululemon Common Corresponding Coors Share on the last Business Day prior to the Retraction Date (the "Retraction Price"), which shall be satisfied in full by the Company Corporation delivering or causing to be delivered to such holder, holder one Corresponding Coors Share for each Exchangeable Share presented and surrendered by the holder, one Lululemon Common and (ii) on the designated payment date therefor, the full amount of all declared and unpaid dividends on any such Exchangeable Share and held by such holder on any Dividend Amountdividend record date which occurred prior to the Retraction Date. To effect such redemption, the holder shall present and surrender at the registered office of the Company Corporation or at any office of the Transfer Agent as may be specified by the Company Corporation by notice to the holders of Exchangeable Shares the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Company Corporation redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the CBCA and the Articles of the Corporation and such additional documents and instruments as the Transfer Agent and the Company Corporation may reasonably require, and together with a duly executed statement (the "Retraction Request") in the form of Schedule A hereto or in such other form as may be acceptable to the CompanyCorporation:

Appears in 1 contract

Samples: Combination Agreement (Coors Adolph Co)

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 A holder of Exchangeable Shares shall will be entitled at any time, subject to the exercise by Callco Parent of the Retraction Call Right and otherwise upon compliance with the provisions of this Article 6, to require the Company Corporation to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per Exchangeable Share share equal to the Current Market Price of a Lululemon Parent Common Share Stock on the last Business Day prior to the Retraction Date (the “Retraction Price”), which shall will be satisfied in full by the Company Corporation causing to be delivered to such holder, holder one share of Parent Common Stock for each Exchangeable Share presented and surrendered by the holder, one Lululemon Common together with, on the payment date therefor, the full amount of all declared and unpaid dividends on any such Exchangeable Share and held by such holder on any Dividend Amountdividend record date which occurred prior to the Retraction Date. To effect such redemption, the holder shall will present and surrender at the registered office of the Company or at any office of the Transfer Agent as may be specified by the Company Corporation by notice to the holders of Exchangeable Shares the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Company Corporation redeem, together with such other documents and instruments as may be are required to effect a transfer of Exchangeable Shares under the BCA and the articles of the Corporation and such additional documents and instruments as the Transfer Agent and Parent or the Company Corporation may reasonably require, and together with a duly executed statement (the “Retraction Request”) in the form of Schedule A hereto or in such other form as may be acceptable to the CompanyCorporation:

Appears in 1 contract

Samples: Arrangement Agreement (Schmitt Industries Inc)

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 A holder of Exchangeable Shares shall be entitled at any time, subject to the exercise by Callco Newco of the Retraction Call Right and otherwise upon compliance with the provisions of this Article 6, to require the Company Exchangeco to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per Exchangeable Share share equal to the Current Market Price of a Lululemon Redback Common Share on the last Business Day prior to the Retraction Date (the “Retraction Price”"RETRACTION PRICE"), which shall be satisfied in full by the Company Exchangeco causing to be delivered to such holder, holder one Redback Common Share for each Exchangeable Share presented and surrendered by the holder, one Lululemon Common together with, on the payment date therefor, the full amount of all declared and unpaid dividends on any such Exchangeable Share and held by such holder on any Dividend Amountdividend record date which occurred prior to the Retraction Date. To effect such redemption, the holder shall present and surrender at the registered office of the Company Exchangeco or at any office of the Transfer Agent as may be specified by the Company by notice to the holders of Exchangeable Shares Agent's Office the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Company Exchangeco redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Company Act and the articles of Exchangeco and such additional documents and instruments as the Transfer Agent and the Company Exchangeco may reasonably require, and together with a duly executed statement (the “Retraction Request”THE "RETRACTION REQUEST") in the form of Schedule A hereto or in such other form as may be acceptable to the CompanyExchangeco:

Appears in 1 contract

Samples: Arrangement Agreement (Redback Networks Inc)

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 A holder of Exchangeable Shares shall be entitled at any time, subject to the exercise by Callco US Co of the Retraction Call Right and otherwise upon compliance with the provisions of this Article 6, to require the Company Corporation to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per Exchangeable Share equal to the Current Market Exchangeable Share Price of a Lululemon Common Share applicable on the last Business Day prior to the Retraction Date (the "Retraction Price"). In connection with payment of the Retraction Price, which the Corporation shall be satisfied entitled to liquidate some of the US Co Common Stock that would otherwise be deliverable to the particular holder of Exchangeable Shares in full by the Company causing order to be delivered to such holder, for each Exchangeable Share presented and surrendered by the holder, one Lululemon Common Share and fund any Dividend Amountstatutory withholding tax obligation. To effect such redemption, the holder shall present and surrender at the registered office of the Company Corporation or at any office of the Transfer Agent as may be specified by the Company Corporation by notice to the holders of Exchangeable Shares the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Company Corporation redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable law and the by-laws of the Corporation and such additional documents and instruments as the Transfer Agent and the Company may reasonably require, and together with a duly executed statement (the "Retraction Request") in the form of Schedule Exhibit A hereto or in such other form as may be acceptable to the CompanyCorporation:

Appears in 1 contract

Samples: Combination Agreement (Pioneer Natural Resources Co)

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 5.6.1 A holder of Exchangeable Shares shall be entitled at any time, subject to the exercise by Callco Newco Canada of the Retraction Call Right and otherwise upon compliance with the provisions of this Article 65.6, to require the Company Corporation to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per Exchangeable Share equal to the Current Market Price of a Lululemon share of Spinco Common Share Stock on the last Business Day prior to the Retraction Date (the “Retraction Price”), which shall be satisfied in full by the Company Corporation causing to be delivered to such holder, for each Exchangeable Share presented and surrendered by the holder, one Lululemon share of Spinco Common Share Stock and any Dividend Amount. To effect such redemption, the holder shall present and surrender at the registered office of the Company Corporation or at any office of the Transfer Agent as may be specified by the Company Corporation by notice to the holders of Exchangeable Shares the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Company Corporation redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares and such additional documents and instruments as the Transfer Agent and the Company Corporation may reasonably require, and together with a duly executed statement (the “Retraction Request”) in the form of Schedule A hereto or in such other form as may be acceptable to the CompanyCorporation:

Appears in 1 contract

Samples: Transaction Agreement (Domtar CORP)

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 A holder of Exchangeable Shares shall be entitled at any time, subject to the exercise by Callco of the Retraction Call Right and otherwise upon compliance with the provisions of this Article 6, to require the Company Corporation to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per Exchangeable Share share equal to the Current Market Exchangeable Share Price of a Lululemon Common Share applicable on the last Business Day prior to the Retraction Date (the "Retraction Price"), which shall be satisfied in full by the Company Corporation causing to be delivered to such holder, for each holder the Exchangeable Share presented and surrendered by Consideration representing the holder, one Lululemon Common Share and any Dividend AmountRetraction Price. To effect such redemption, the holder shall present and surrender at the registered office of the Company Corporation or at any office of the Transfer Agent as may be specified by the Company Corporation by notice to the holders of Exchangeable Shares Shares, the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Company Corporation redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the ABCA and the articles and bylaws of the Corporation and such additional documents and instruments as the Transfer Agent and the Company Corporation may reasonably require, and together with a duly executed statement (the "Retraction Request") in the form of Schedule A hereto or in such other form as may be acceptable to the CompanyCorporation:

Appears in 1 contract

Samples: Combination Agreement (Fuelcell Energy Inc)

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 A holder of Exchangeable Shares shall be entitled at any time, subject to the exercise by Callco Parent of the Retraction Call Right and otherwise upon compliance with the provisions of this Article 6, to require the Company to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per Exchangeable Share share equal to the Current Market Price of a Lululemon Parent Common Share on the last Business Day prior to the Retraction Date (the "Retraction Price"), which shall be satisfied in full by the Company causing to be delivered to such holder, holder one Parent Common Share for each Exchangeable Share presented and surrendered by the holder, one Lululemon Common Share and any Dividend Amount. To effect such redemption, the holder shall present and surrender at the registered office of the Company or at any office of the Transfer Agent as may be specified by the Company by notice to the holders of Exchangeable Shares the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Company redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the Articles of the Company and such additional documents and instruments as the Transfer Agent and the Company may reasonably require, and together with a duly executed statement (the "Retraction Request") in the form of Schedule A hereto or in such other form as may be acceptable to the Company:

Appears in 1 contract

Samples: Amalgamation Agreement (Dream Team International Inc)

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RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 A holder of Exchangeable Shares shall be entitled at any time, time subject to the exercise by Callco TMW and Canco of the Retraction Call Right and otherwise upon compliance with the provisions of this Article 6, to require the Company Corporation to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per Exchangeable Share equal to the Current Market Exchangeable Share Price of a Lululemon Common Share applicable on the last Business Day prior to the Retraction Date (the "Retraction Price"). In connection with payment of the Retraction Price, which the Corporation shall be satisfied entitled to liquidate some of the TMW Common Stock that would otherwise be deliverable to the particular holder of Exchangeable Shares in full by the Company causing order to be delivered to such holder, for each Exchangeable Share presented and surrendered by the holder, one Lululemon Common Share and fund any Dividend Amountstatutory withholding tax obligation. To effect such redemption, the holder shall present and surrender at the registered office of the Company Corporation or at any office of the Transfer Agent as may be specified by the Company Corporation in Schedule A hereto or by notice to the holders of Exchangeable Shares the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Company Corporation redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the by-laws of the Corporation and such additional documents and instruments as the Transfer Agent and the Company may reasonably require, and together with a duly executed statement (the "Retraction Request") in the form of Schedule A hereto or in such other form as may be acceptable to the CompanyCorporation:

Appears in 1 contract

Samples: Combination Agreement (Mens Wearhouse Inc)

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 A holder of Exchangeable Shares shall be entitled at any time, subject to applicable law and subject to the exercise by Callco QuebecCo of the Retraction Call Right and otherwise upon compliance with the provisions of this Article 6Right, to require the Company Company, on no more than two occasions for any one holder, to redeem any all or all a portion, of the Exchangeable Shares registered in the name of such holder for an amount per Exchangeable Share equal to the Current Market Price one (1) share of a Lululemon Buyer Common Share on the last Business Day prior to the Retraction Date (the “Retraction Price”), which shall be satisfied in full by the Company causing to be delivered to such holder, Stock for each Exchangeable Share presented and surrendered by the holder, one Lululemon plus an amount equivalent to the full amount of all declared and unpaid dividends thereon and all dividends declared on Buyer Common Share Stock which have not been declared on such Exchangeable Shares in accordance with Section 3.1 of these share provisions (collectively the "RETRACTION PRICE"), provided that if the record date for any such declared and any Dividend Amountunpaid dividends occurs on or after the Retraction Date, the Retraction Price shall not include such additional amount equivalent to such dividends. To effect such redemptionretraction, the holder shall present and surrender surrender, at the registered office of the Company or at any other office of the Transfer Agent and in any manner whatsoever as may be specified by the Company by notice to the holders of Exchangeable Shares Shares, the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Company redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Company Law and the by-laws of the Company and such additional documents and instruments as the Transfer Agent and the Company may reasonably require, and together with a duly executed statement (the “Retraction Request”"RETRACTION REQUEST") in the form of Schedule A hereto or in such other form as may be acceptable to the Company:

Appears in 1 contract

Samples: Stock Purchase Agreement (Bentley Systems Inc)

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 5.1 A holder of Exchangeable Shares shall be entitled at during any timeRetraction Period, subject to the exercise by Callco Applied of the Retraction Call Right and otherwise upon compliance with the provisions of this Article 65, to require the Company Corporation to redeem any or all of the Exchangeable Shares registered in the name of such holder (the "Retracted Shares") for an amount per Exchangeable for each Retracted Share equal to (a) the Current Market Price of a Lululemon multiplied by the Current Applied Common Share Stock Equivalent, in each case determined on the last Business Day prior to the Retraction Date (the “Retraction Price”)Date, which shall be satisfied in full in respect of a Retracted Share by the Company Corporation causing to be delivered to such holderholder such number of shares of Applied Common Stock as is equal to the Current Applied Common Stock Equivalent, plus (b) the aggregate of all dividends declared and unpaid on each Retracted Share up to the Retraction Date (collectively the "Retraction Price", provided that if the record date for each Exchangeable Share presented any such declared and surrendered by unpaid dividend occurs on or after the holder, one Lululemon Common Share Retraction Date the Retraction Price shall not include such declared and any Dividend Amountunpaid dividends) without interest. To effect such redemption, the holder shall present and surrender at the registered office of the Company or at any office of the Transfer Agent as may be specified by the Company by notice to the holders of Exchangeable Shares the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Company Corporation redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA and the by-laws of the Corporation and such additional documents and instruments as the Transfer Agent and the Company may reasonably require, and together with a duly executed statement (the "Retraction Request") in the form of Schedule A hereto or in such other form as may be acceptable (in their sole discretion) to the CompanyTransfer Agent and Applied:

Appears in 1 contract

Samples: The Combination Agreement (Applied Cellular Technology Inc)

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 A holder of Exchangeable Shares shall be entitled at any time, subject to the exercise by LoJack Callco of the Retraction Call Right and otherwise upon compliance with the provisions of this Article 6, to require the Company to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per Exchangeable Share share equal to the Current Market Price of a Lululemon LoJack Common Share on the last Business Day prior to the Retraction Date (the “Retraction Price”), which shall be satisfied in full by the Company causing to be delivered to such holder, holder one LoJack Common Share for each Exchangeable Share presented and surrendered by the holderholder plus on the designated payment date therefor, one Lululemon Common Share and to the extent not paid by the Company, any Dividend Amount. To effect such redemption, the holder shall present and surrender at the registered office of the Company or at any office of the Transfer Agent as may be specified by the Company by notice to the holders of Exchangeable Shares the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Company redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the CBCA and the Articles of the Company and such additional documents and instruments as the Transfer Agent and the Company may reasonably require, and together with a duly executed statement (the “Retraction Request”) in the form of Schedule A hereto or in such other form as may be acceptable to the Company:

Appears in 1 contract

Samples: Combination Agreement (Lojack Corp)

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 3.6.1 A holder of Exchangeable Shares shall be entitled at any time, subject to the exercise by Callco Newco Canada of the Retraction Call Right and otherwise upon compliance with the provisions of this Article 6‎3.6, to require the Company Corporation to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per Exchangeable Share equal to the Current Market Price of a Lululemon share of Spinco Common Share Stock on the last Business Day prior to the Retraction Date (the “Retraction Price”), which shall be satisfied in full by the Company Corporation causing to be delivered to such holder, for each Exchangeable Share presented and surrendered by the holder, one Lululemon share of Spinco Common Share and any Dividend AmountStock. To effect such redemption, the holder shall present and surrender at the registered office of the Company Corporation or at any office of the Transfer Agent as may be specified by the Company Corporation by notice to the holders of Exchangeable Shares the certificate or certificates certificates, if any, representing the Exchangeable Shares which the holder desires to have the Company Corporation redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares and such additional documents and instruments as the Transfer Agent and the Company Corporation may reasonably require, and together with a duly executed statement (the “Retraction Request”) in the form of Schedule A hereto or in such other form as may be acceptable to the CompanyCorporation:

Appears in 1 contract

Samples: Transaction Agreement (Weyerhaeuser Co)

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 A holder of Exchangeable Shares shall be entitled at any time, subject to the exercise by Callco CallCo of the Retraction Call Right and otherwise upon compliance with the provisions of this Article 6, to require the Company Corporation to redeem any or all of the Exchangeable Shares registered in the name of such holder holder, for an amount per Exchangeable Share share equal to the Current Market Exchangeable Share Price of a Lululemon Common Share applicable on the last Business Day prior to the Retraction Date (the "Retraction Price"), which shall be satisfied in full by the Company Corporation causing to be delivered to such holder, for each holder the Exchangeable Share presented and surrendered by Consideration representing the holder, one Lululemon Common Share and any Dividend AmountRetraction Price. To effect such redemption, the holder shall present and surrender at the registered office of the Company Corporation or at any office of the Transfer Agent as may be specified by the Company Corporation by notice to the holders of Exchangeable Shares Shares, the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Company Corporation redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the ABCA and the articles and bylaws of the Corporation and such additional documents and instruments as the Transfer Agent and the Company Corporation may reasonably require, and together with a duly executed statement (the "Retraction Request") in the form of Schedule A hereto or in such other form as may be acceptable to the CompanyCorporation:

Appears in 1 contract

Samples: Arrangement Agreement (Magnum Hunter Resources Corp)

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 A holder of Exchangeable Shares shall be entitled at any time, time subject to the exercise by Callco National of the Retraction Call Right and otherwise upon compliance with the provisions of this Article 6, to require the Company Corporation to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per Exchangeable Share equal to the Current Market Exchangeable Share Price of a Lululemon Common Share applicable on the last Business Day prior to the Retraction Date (the "RETRACTION PRICE"). In connection with payment of the Retraction Price”), which the Corporation shall be satisfied entitled to liquidate some of the National Common Stock that would otherwise be deliverable to the particular holder of Exchangeable Shares in full by the Company causing order to be delivered to such holder, for each Exchangeable Share presented and surrendered by the holder, one Lululemon Common Share and fund any Dividend Amountstatutory withholding tax obligation. To effect such redemption, the holder shall present and surrender at the registered office of the Company Corporation or at any office of the Transfer Agent as may be specified by the Company Corporation by notice to the holders of Exchangeable Shares the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Company Corporation redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the by-laws of the Corporation and such additional documents and instruments as the Transfer Agent and the Company may reasonably require, and together with a duly executed statement (the “Retraction Request”"RETRACTION REQUEST") in the form of Schedule A hereto or in such other form as may be acceptable to the CompanyCorporation:

Appears in 1 contract

Samples: Combination Agreement (National Oilwell Inc)

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 (1) A holder of Exchangeable Shares shall be entitled at any time, subject to the exercise by Callco of the Retraction Call Right and otherwise upon compliance with with, and subject to, the provisions of this Article Section 6, to require the Company Corporation to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per Exchangeable Share equal to the Current Market Price of a Lululemon Common Newmont Share on the last Business Day business day prior to the Retraction Date (the “Retraction Price”), which shall be satisfied in full by the Company Corporation delivering or causing to be delivered to such holder, holder one Newmont Share (which on issue will be admitted to listing and trading by the NYSE (subject to official notice of issuance)) for each Exchangeable Share presented and surrendered by the holderholder together with, one Lululemon Common on the designated payment date herefore, the Dividend Amount in respect of such Exchangeable Share and any Dividend Amount(if any). To effect such redemption, the holder shall present and surrender at the registered office of the Company Corporation or at any office of the Transfer Agent as may be specified by the Company Corporation by notice to the holders of Exchangeable Shares the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Company Corporation redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCBCA and the Articles of the Corporation and such additional documents documents, instruments and instruments payments as the Transfer Agent and the Company Corporation may reasonably require, and together with a duly executed statement (the “Retraction Request”) in the form of Schedule A Exhibit 1 hereto or in such other form as may be acceptable to the CompanyCorporation:

Appears in 1 contract

Samples: Arrangement Agreement (Newmont Mining Corp /De/)

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 A holder Holder of Exchangeable Shares shall be entitled at any time, subject to the exercise by Callco of the Retraction Call Right and otherwise upon compliance with the provisions of this Article 6, to require the Company Corporation to redeem any or all of the Exchangeable Shares registered in the name of such holder Holder for an amount per Exchangeable Share share equal to the Current Market Exchangeable Share Price of a Lululemon Common Share applicable on the last Business Day prior to the Retraction Date (the "Retraction Price"), which shall be satisfied in full by the Company Corporation causing to be delivered to such holder, for each Holder the Exchangeable Share presented and surrendered by Consideration representing the holder, one Lululemon Common Share and any Dividend AmountRetraction Price. To effect such redemption, the holder Holder shall present and surrender at the registered office of the Company Corporation or at any office of the Transfer Agent Agent, if any, as may be specified by the Company Corporation by notice to the holders Holders of Exchangeable Shares Shares, the certificate or certificates representing the Exchangeable Shares which the holder Holder desires to have the Company Corporation redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the ABCA and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent Agent, if any, and the Company Corporation may reasonably require, and together with a duly executed statement (the "Retraction Request") in the form of Schedule A “A” hereto or in such other form as may be acceptable to the CompanyCorporation:

Appears in 1 contract

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

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 A holder of Exchangeable Shares shall be entitled at any time, subject to the exercise by Callco Canco of the Retraction Call Right and otherwise upon compliance with the provisions of this Article 6, to require the Company Purchaser to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per Exchangeable Share share equal to the Current Market Exchangeable Share Price of a Lululemon Common Share applicable on the last Business Day prior to the Retraction Date (the "Retraction Price"), which shall be satisfied in full by the Company Purchaser causing to be delivered to such holder, for each holder the Exchangeable Share presented and surrendered by Consideration representing the holder, one Lululemon Common Share and any Dividend AmountRetraction Price. To effect such redemption, the holder Holder shall present and surrender at the registered office of the Company Purchaser or at any office of the Transfer Agent as may be specified by the Company Purchaser by notice to the holders of Exchangeable Shares Shares, the certificate or certificates representing the Exchangeable Shares which the holder Holder desires to have the Company Purchaser redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the CBCA and the articles and bylaws of the Purchaser and such additional documents and instruments as the Transfer Agent and the Company Purchaser may reasonably require, and together with a duly executed statement (the "Retraction Request") in the form of Schedule A hereto or in such other form as may be acceptable to the CompanyPurchaser:

Appears in 1 contract

Samples: Voting Agreement (Ad.Venture Partners, Inc.)

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