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 NovaScotiaco of the Retraction Call Right and otherwise upon compliance with the provisions of this section 6, to require the 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 Parent Common Share on the last Business Day prior to the Retraction Date (which shall be satisfied in full by the Corporation causing to be delivered to such holder one Parent Common Share for each Exchangeable Share presented and surrendered by the holder), 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 Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares the certificate or certificates representing the Exchangeable Shares which the holder desires to have the 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 may reasonably require, and together with a duly executed statement (the "Retraction Request") in the following form: NOTICE OF RETRACTION To: Ideal Accents Holdings Inc. (the "Corporation") and Ideal Accents (Nova Scotia) Company ("NovaScotiaco") This notice is given pursuant to section 6 of the provisions (the "Share Provisions") attaching to the non-voting exchangeable shares of the Corporation represented by the certificate (the "Certificate") which accompanies this notice and all capitalized words and expressions used in this notice that are defined in the Share Provisions have the meanings ascribed to such words and expressions in such Share Provisions. The undersigned hereby notifies the Corporation that, subject to the Retraction Call Right referred to below, the undersigned desires to have the Corporation redeem in accordance with section 6 of the Share Provisions: [ ] all share(s) represented by the Certificate; or [ ] ____________ share(s) only. The undersigned hereby notifies the Corporation that the Retraction Date shall be NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. The undersigned acknowledges the overriding Retraction Call Right of NovaScotiaco to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the undersigned to sell such shares to NovaScotiaco in accordance with the Retraction Call Right on the Retraction Date for the Purchase Price and on the other terms and conditions set out in section 6.3 of the Share Provisions. This notice of retraction, and this offer to sell the Retracted Shares to NovaScotiaco, may be revoked and withdrawn by the undersigned only by notice in writing given to the Corporation at any time before the close of business on the Business Day immediately preceding the Retraction Date as provided in section 6.7 of the Share Provisions. The undersigned acknowledges that if, as a result of solvency provisions of applicable law, the Corporation is unable to redeem all Retracted Shares, the undersigned will be deemed to have exercised the Exchange Right (as defined in the Voting and Exchange Agency Agreement) so as to require Ideal Accents, Inc. to purchase the unredeemed Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned: [ ] is (select one) [ ] is not a non-resident of Canada for purposes of the Income Tax Act (Canada). The undersigned acknowledges that, in the absence of an indication that the undersigned is not a non- resident of Canada, withholding on account of Canadian tax may be made from amounts payable to the undersigned on the redemption or purchase of the Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned has good title to, and owns, the share(s) represented by the Certificate to be acquired by the Corporation or NovaScotiaco, as the case may be, free and clear of all liens, claims and encumbrances. [ ] Please check box if the securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder from the Transfer Agent, failing which the securities and any cheque(s) will be mailed to the last address of the shareholder as it appears on the register. Date: ___________________________________________________________________________ Name of Person in Whose Name Securities or Cheque(s) are to be Registered, Issued or Delivered (please print) ___________________________________________________________________________ Xxxxxx Xxxxxxx xx X.X. Xxx Xxxxxxxxx xx Xxxxxxxxxxx Xxxx, Xxxxxxxx and Postal Code ___________________________________________________________________________ Signature Guaranteed by

Appears in 3 contracts

Samples: Exchangeable Share Support Agreement (Ideal Accents Inc), Exchangeable Share Support Agreement (Ideal Accents Inc), Exchangeable Share Support Agreement (Ideal Accents Inc)

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RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 A holder of Exchangeable Shares shall be entitled at any timetime after the effectiveness of a Registration Statement under the Securities Act of 1933 registering the issuance of shares of OSI Common Stock issuable pursuant to the provisions attaching to the Exchangeable Shares or prior thereto with the written consent of the Corporation, subject to applicable law and the exercise by NovaScotiaco OSI or OSI ULC of the Retraction Call Right (which, if exercised by OSI or OSI ULC, shall be binding on the holder of Exchangeable Shares) and otherwise upon compliance with the provisions of this section Article 6, to require the Corporation to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per equal to the Exchangeable Share (the "Retraction Price") equal to (i) the Current Market Price of a Parent Common Share applicable on the last Business Day prior to the Retraction Date (the "Retraction Price") which as set forth in Section 6.4, shall be fully paid and satisfied in full by the delivery by or on behalf of the Corporation causing to be delivered to such holder one Parent Common Share for each of the Exchangeable Share presented and surrendered by Consideration representing such holder's Retraction Price. In connection with payment of the holder)Retraction Price, plus (ii) the Unpaid Dividend Amount, if any, on any such Corporation shall be entitled to liquidate some of the OSI Common Stock that would otherwise be deliverable as Exchangeable Share held by such holder on any dividend record date which occurred prior Consideration to the Retraction Dateparticular holder of Exchangeable Shares in order to fund any statutory withholding tax obligation. To effect such redemption, the holder shall present and surrender at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the 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 Corporation redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act applicable law and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, and together with a duly executed statement (the "Retraction Request") in the following form: NOTICE OF RETRACTION To: Ideal Accents Holdings Inc. (the form of Schedule "Corporation") and Ideal Accents (Nova Scotia) Company ("NovaScotiaco") This notice is given pursuant to section 6 of the provisions (the "Share Provisions") attaching A" hereto or in such other form as may be acceptable to the non-voting exchangeable shares of the Corporation represented by the certificate (the "Certificate") which accompanies this notice and all capitalized words and expressions used in this notice that are defined in the Share Provisions have the meanings ascribed to such words and expressions in such Share Provisions. The undersigned hereby notifies the Corporation that, subject to the Retraction Call Right referred to below, the undersigned desires to have the Corporation redeem in accordance with section 6 of the Share Provisions: [ ] all share(s) represented by the Certificate; or [ ] ____________ share(s) only. The undersigned hereby notifies the Corporation that the Retraction Date shall be NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. The undersigned acknowledges the overriding Retraction Call Right of NovaScotiaco to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the undersigned to sell such shares to NovaScotiaco in accordance with the Retraction Call Right on the Retraction Date for the Purchase Price and on the other terms and conditions set out in section 6.3 of the Share Provisions. This notice of retraction, and this offer to sell the Retracted Shares to NovaScotiaco, may be revoked and withdrawn by the undersigned only by notice in writing given to the Corporation at any time before the close of business on the Business Day immediately preceding the Retraction Date as provided in section 6.7 of the Share Provisions. The undersigned acknowledges that if, as a result of solvency provisions of applicable law, the Corporation is unable to redeem all Retracted Shares, the undersigned will be deemed to have exercised the Exchange Right (as defined in the Voting and Exchange Agency Agreement) so as to require Ideal Accents, Inc. to purchase the unredeemed Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned: [ ] is (select one) [ ] is not a non-resident of Canada for purposes of the Income Tax Act (Canada). The undersigned acknowledges that, in the absence of an indication that the undersigned is not a non- resident of Canada, withholding on account of Canadian tax may be made from amounts payable to the undersigned on the redemption or purchase of the Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned has good title to, and owns, the share(s) represented by the Certificate to be acquired by the Corporation or NovaScotiaco, as the case may be, free and clear of all liens, claims and encumbrances. [ ] Please check box if the securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder from the Transfer Agent, failing which the securities and any cheque(s) will be mailed to the last address of the shareholder as it appears on the register. Date: ___________________________________________________________________________ Name of Person in Whose Name Securities or Cheque(s) are to be Registered, Issued or Delivered (please print) ___________________________________________________________________________ Xxxxxx Xxxxxxx xx X.X. Xxx Xxxxxxxxx xx Xxxxxxxxxxx Xxxx, Xxxxxxxx and Postal Code ___________________________________________________________________________ Signature Guaranteed by:

Appears in 2 contracts

Samples: Voting and Exchange Trust Agreement (Oil States International Inc), Combination Agreement (Oil States International Inc)

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 NovaScotiaco Xxxxxxx USA of the Retraction Call Right and otherwise upon on compliance with the provisions of this section Article 6, to require the Corporation Xxxxxxx Canada to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per equal to the Exchangeable Share (the "Retraction Price") equal to (i) the Current Market Price of a Parent Common Share applicable on the last Business Day prior to the Retraction Date (the"Retraction Price") in accordance with Section 6.4, which shall will be satisfied in full by the Corporation Xxxxxxx Canada causing to be delivered to such holder one Parent a Xxxxxxx USA Common Share Stock for each Exchangeable Share presented and surrendered by the holder), plus (ii) together with the Unpaid Dividend Amount, if any, full amount of all declared and unpaid dividends on any each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the Retraction Date. In connection with payment of the Retraction Price, Xxxxxxx Canada will be entitled to liquidate some of Xxxxxxx USA Common Stock that would otherwise be deliverable as Exchangeable Share Consideration to the particular holder of Exchangeable Shares in 77 order to fund any statutory withholding tax obligation. To effect such redemption, the holder shall will present and surrender at the registered office of the Corporation Xxxxxxx Canada or at any office of the Transfer Agent as may be specified by the Corporation Xxxxxxx Canada 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 Corporation Xxxxxxx Canada redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act applicable law and the articles and by-laws of the Corporation Xxxxxxx Canada and such additional documents and instruments as the Transfer Agent may reasonably require, and together with a duly executed statement (the "Retraction the"Retraction Request") in the following form: NOTICE OF RETRACTION To: Ideal Accents Holdings Inc. (the "Corporation") and Ideal Accents (Nova Scotia) Company ("NovaScotiaco") This notice is given pursuant to section 6 form of the provisions (the "Share Provisions") attaching to the non-voting exchangeable shares of the Corporation represented by the certificate (the "Certificate") which accompanies this notice and all capitalized words and expressions used in this notice that are defined in the Share Provisions have the meanings ascribed to such words and expressions Schedule"A" hereto or in such Share Provisions. The undersigned hereby notifies the Corporation that, subject to the Retraction Call Right referred to below, the undersigned desires to have the Corporation redeem in accordance with section 6 of the Share Provisions: [ ] all share(s) represented by the Certificate; or [ ] ____________ share(s) only. The undersigned hereby notifies the Corporation that the Retraction Date shall be NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. The undersigned acknowledges the overriding Retraction Call Right of NovaScotiaco to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the undersigned to sell such shares to NovaScotiaco in accordance with the Retraction Call Right on the Retraction Date for the Purchase Price and on the other terms and conditions set out in section 6.3 of the Share Provisions. This notice of retraction, and this offer to sell the Retracted Shares to NovaScotiaco, form as may be revoked and withdrawn by the undersigned only by notice in writing given acceptable to the Corporation at any time before the close of business on the Business Day immediately preceding the Retraction Date as provided in section 6.7 of the Share Provisions. The undersigned acknowledges that if, as a result of solvency provisions of applicable law, the Corporation is unable to redeem all Retracted Shares, the undersigned will be deemed to have exercised the Exchange Right (as defined in the Voting and Exchange Agency Agreement) so as to require Ideal Accents, Inc. to purchase the unredeemed Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned: [ ] is (select one) [ ] is not a non-resident of Canada for purposes of the Income Tax Act (Xxxxxxx Canada). The undersigned acknowledges that, in the absence of an indication that the undersigned is not a non- resident of Canada, withholding on account of Canadian tax may be made from amounts payable to the undersigned on the redemption or purchase of the Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned has good title to, and owns, the share(s) represented by the Certificate to be acquired by the Corporation or NovaScotiaco, as the case may be, free and clear of all liens, claims and encumbrances. [ ] Please check box if the securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder from the Transfer Agent, failing which the securities and any cheque(s) will be mailed to the last address of the shareholder as it appears on the register. Date: ___________________________________________________________________________ Name of Person in Whose Name Securities or Cheque(s) are to be Registered, Issued or Delivered (please print) ___________________________________________________________________________ Xxxxxx Xxxxxxx xx X.X. Xxx Xxxxxxxxx xx Xxxxxxxxxxx Xxxx, Xxxxxxxx and Postal Code ___________________________________________________________________________ Signature Guaranteed by:

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Golden Soil Inc), Agreement and Plan of Reorganization (Golden Soil Inc)

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 10.1 A holder of Exchangeable Shares shall be entitled at any time, subject to the exercise by NovaScotiaco Patch of the Retraction Call Right and otherwise upon compliance with the provisions of this section 6Article 10, to require the Corporation Exchangeco 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 Parent Common Patch Share on the last Business Day prior to the Retraction Date (which shall may be satisfied in full by the Corporation Exchangeco causing Patch to be delivered deliver to such holder holder, one Parent Common Patch Share for each Exchangeable Share presented and surrendered by the holder), 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 Corporation Exchangeco or at any office of the Trustee or Transfer Agent as may be specified by the Corporation Exchangeco by notice to the holders of Exchangeable Shares the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Corporation Exchangeco 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 Exchangeco and such additional documents and instruments as the Trustee and Transfer Agent may reasonably require, and together with a duly executed statement (the "Retraction Request") in the following form: NOTICE OF RETRACTION To: Ideal Accents Holdings Inc. (the "Corporation") and Ideal Accents (Nova Scotia) Company ("NovaScotiaco") This notice is given pursuant to section 6 of the provisions (the "Share Provisions") attaching to the non-voting exchangeable shares of the Corporation represented by the certificate (the "Certificate") which accompanies this notice and all capitalized words and expressions used in this notice that are defined in the Share Provisions have the meanings ascribed to such words and expressions form attached hereto as Appendix 1, or in such Share Provisions. The undersigned hereby notifies the Corporation that, subject to the Retraction Call Right referred to below, the undersigned desires to have the Corporation redeem in accordance with section 6 of the Share Provisions: [ ] all share(s) represented by the Certificate; or [ ] ____________ share(s) only. The undersigned hereby notifies the Corporation that the Retraction Date shall be NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. The undersigned acknowledges the overriding Retraction Call Right of NovaScotiaco to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the undersigned to sell such shares to NovaScotiaco in accordance with the Retraction Call Right on the Retraction Date for the Purchase Price and on the other terms and conditions set out in section 6.3 of the Share Provisions. This notice of retraction, and this offer to sell the Retracted Shares to NovaScotiaco, form as may be revoked and withdrawn by the undersigned only by notice in writing given acceptable to the Corporation at any time before the close of business on the Business Day immediately preceding the Retraction Date as provided in section 6.7 of the Share Provisions. The undersigned acknowledges that if, as a result of solvency provisions of applicable law, the Corporation is unable to redeem all Retracted Shares, the undersigned will be deemed to have exercised the Exchange Right (as defined in the Voting and Exchange Agency Agreement) so as to require Ideal Accents, Inc. to purchase the unredeemed Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned: [ ] is (select one) [ ] is not a non-resident of Canada for purposes of the Income Tax Act (Canada). The undersigned acknowledges that, in the absence of an indication that the undersigned is not a non- resident of Canada, withholding on account of Canadian tax may be made from amounts payable to the undersigned on the redemption or purchase of the Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned has good title to, and owns, the share(s) represented by the Certificate to be acquired by the Corporation or NovaScotiaco, as the case may be, free and clear of all liens, claims and encumbrances. [ ] Please check box if the securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder from the Transfer Agent, failing which the securities and any cheque(s) will be mailed to the last address of the shareholder as it appears on the register. Date: ___________________________________________________________________________ Name of Person in Whose Name Securities or Cheque(s) are to be Registered, Issued or Delivered (please print) ___________________________________________________________________________ Xxxxxx Xxxxxxx xx X.X. Xxx Xxxxxxxxx xx Xxxxxxxxxxx Xxxx, Xxxxxxxx and Postal Code ___________________________________________________________________________ Signature Guaranteed byExchangeco:

Appears in 2 contracts

Samples: Support Agreement (Patch International Inc/Cn), Share Exchange Agreement (Patch International Inc/Cn)

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 A holder of Exchangeable Shares shall be entitled at any time, subject to the exercise by NovaScotiaco Big Flash of the Retraction Call Right and otherwise upon compliance with the provisions of this section 6, to require the 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 Parent Big Flash Common Share on the last Business Day prior to the Retraction Date (which shall may be satisfied in full by the Corporation causing an instruction to be delivered given to the Trustee to deliver from trust to such holder holder, one Parent Big Flash Common Share for each Exchangeable Share presented and surrendered by the holder, and obtaining written confirmation of such delivery by the Trustee), 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 Corporation or at any office of the Trustee or Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares the certificate or certificates representing the Exchangeable Shares which the holder desires to have the 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 Trustee and Transfer Agent may reasonably require, and together with a duly executed statement (the "Retraction Request") in the following form: NOTICE OF RETRACTION To: Ideal Accents Holdings Inc. (the "Corporation") and Ideal Accents (Nova Scotia) Company ("NovaScotiaco") This notice is given pursuant to section 6 of the provisions (the "Share Provisions") attaching form attached hereto as Appendix 1, or in such other form as may be acceptable to the non-voting exchangeable shares of the Corporation represented by the certificate (the "Certificate") which accompanies this notice and all capitalized words and expressions used in this notice that are defined in the Share Provisions have the meanings ascribed to such words and expressions in such Share Provisions. The undersigned hereby notifies the Corporation that, subject to the Retraction Call Right referred to below, the undersigned desires to have the Corporation redeem in accordance with section 6 of the Share Provisions: [ ] all share(s) represented by the Certificate; or [ ] ____________ share(s) only. The undersigned hereby notifies the Corporation that the Retraction Date shall be NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. The undersigned acknowledges the overriding Retraction Call Right of NovaScotiaco to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the undersigned to sell such shares to NovaScotiaco in accordance with the Retraction Call Right on the Retraction Date for the Purchase Price and on the other terms and conditions set out in section 6.3 of the Share Provisions. This notice of retraction, and this offer to sell the Retracted Shares to NovaScotiaco, may be revoked and withdrawn by the undersigned only by notice in writing given to the Corporation at any time before the close of business on the Business Day immediately preceding the Retraction Date as provided in section 6.7 of the Share Provisions. The undersigned acknowledges that if, as a result of solvency provisions of applicable law, the Corporation is unable to redeem all Retracted Shares, the undersigned will be deemed to have exercised the Exchange Right (as defined in the Voting and Exchange Agency Agreement) so as to require Ideal Accents, Inc. to purchase the unredeemed Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned: [ ] is (select one) [ ] is not a non-resident of Canada for purposes of the Income Tax Act (Canada). The undersigned acknowledges that, in the absence of an indication that the undersigned is not a non- resident of Canada, withholding on account of Canadian tax may be made from amounts payable to the undersigned on the redemption or purchase of the Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned has good title to, and owns, the share(s) represented by the Certificate to be acquired by the Corporation or NovaScotiaco, as the case may be, free and clear of all liens, claims and encumbrances. [ ] Please check box if the securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder from the Transfer Agent, failing which the securities and any cheque(s) will be mailed to the last address of the shareholder as it appears on the register. Date: ___________________________________________________________________________ Name of Person in Whose Name Securities or Cheque(s) are to be Registered, Issued or Delivered (please print) ___________________________________________________________________________ Xxxxxx Xxxxxxx xx X.X. Xxx Xxxxxxxxx xx Xxxxxxxxxxx Xxxx, Xxxxxxxx and Postal Code ___________________________________________________________________________ Signature Guaranteed by:

Appears in 2 contracts

Samples: Share Exchange Agreement (Big Flash Corp), Share Exchange Agreement (Big Flash 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 NovaScotiaco Bowater Holdings of the Retraction Call Right and otherwise upon compliance with the provisions of this section Article 6, to require the Corporation Bowater Canada 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") share equal to (ia) the Current Market Price of a Parent Bowater Common Share on the last Business Day prior to the Retraction Date (Date, which shall be satisfied in full by the Corporation Bowater Canada causing to be delivered to such holder one Parent Bowater Common Share for each Exchangeable Share presented and surrendered by the holder), plus (iib) the Unpaid Dividend Amount, if any, on any such Exchangeable Share held by such holder on any dividend right to receive the full amount when paid of all unpaid dividends thereon for which the record date which for such dividends has occurred prior to the Retraction DateDate (collectively the "Retraction Price"). To effect such redemption, the holder shall present and surrender at the registered office of the Corporation Bowater Canada or at any office of the Transfer Agent as may be specified by the Corporation Bowater Canada by notice to the holders of Exchangeable Shares the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Corporation Bowater Canada redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Canada Business Corporations Act and the articles and by-laws of the Corporation Bowater Canada and such additional documents and instruments as the Transfer Agent may 6 49 reasonably require, and together with a duly executed statement (the "Retraction Request") in the following formform of Schedule A hereto or in such other form as may be acceptable to Bowater Canada: NOTICE OF RETRACTION To: Ideal Accents Holdings Inc. (a) specifying that the holder desires to have all or any number specified therein of the Exchangeable Shares represented by such certificate or certificates (the "CorporationRetracted Shares") and Ideal Accents redeemed by Bowater Canada; (Nova Scotiab) Company ("NovaScotiaco") This notice is given pursuant stating the Business Day on which the holder desires to section 6 of have Bowater Canada redeem the provisions Retracted Shares (the "Share ProvisionsRetraction Date") attaching to the non-voting exchangeable shares of the Corporation represented by the certificate (the "Certificate") which accompanies this notice and all capitalized words and expressions used in this notice that are defined in the Share Provisions have the meanings ascribed to such words and expressions in such Share Provisions. The undersigned hereby notifies the Corporation that), subject to the Retraction Call Right referred to below, the undersigned desires to have the Corporation redeem in accordance with section 6 of the Share Provisions: [ ] all share(s) represented by the Certificate; or [ ] ____________ share(s) only. The undersigned hereby notifies the Corporation provided that the Retraction Date shall be NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon on which this notice the Retraction Request is received by Bowater Canada and further provided that, in the Corporation. If event that no such Business Day is specified aboveby the holder in the Retraction Request, the Retraction Date shall be deemed to be the 15th fifteenth Business Day after the date on which this notice the Retraction Request is received by the Corporation. NOTE: the Retraction Date must be a Business Day Bowater Canada; and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. The undersigned acknowledges (c) acknowledging the overriding right (the "Retraction Call Right Right") of NovaScotiaco Bowater Holdings to purchase all but not less than all the Retracted Shares directly from the undersigned holder and that this notice is and the Retraction Request shall be deemed to be a revocable offer by the undersigned holder to sell such shares the Retracted Shares to NovaScotiaco Bowater Holdings in accordance with the Retraction Call Right on the Retraction Date for the Purchase Price and on the other terms and conditions set out in section 6.3 of the Share Provisions. This notice of retraction, and this offer to sell the Retracted Shares to NovaScotiaco, may be revoked and withdrawn by the undersigned only by notice in writing given to the Corporation at any time before the close of business on the Business Day immediately preceding the Retraction Date as provided in section 6.7 of the Share Provisions. The undersigned acknowledges that if, as a result of solvency provisions of applicable law, the Corporation is unable to redeem all Retracted Shares, the undersigned will be deemed to have exercised the Exchange Right (as defined in the Voting and Exchange Agency Agreement) so as to require Ideal Accents, Inc. to purchase the unredeemed Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned: [ ] is (select one) [ ] is not a non-resident of Canada for purposes of the Income Tax Act (Canada). The undersigned acknowledges that, in the absence of an indication that the undersigned is not a non- resident of Canada, withholding on account of Canadian tax may be made from amounts payable to the undersigned on the redemption or purchase of the Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned has good title to, and owns, the share(s) represented by the Certificate to be acquired by the Corporation or NovaScotiaco, as the case may be, free and clear of all liens, claims and encumbrances. [ ] Please check box if the securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder from the Transfer Agent, failing which the securities and any cheque(s) will be mailed to the last address of the shareholder as it appears on the register. Date: ___________________________________________________________________________ Name of Person in Whose Name Securities or Cheque(s) are to be Registered, Issued or Delivered (please print) ___________________________________________________________________________ Xxxxxx Xxxxxxx xx X.X. Xxx Xxxxxxxxx xx Xxxxxxxxxxx Xxxx, Xxxxxxxx and Postal Code ___________________________________________________________________________ Signature Guaranteed bySection 6.3

Appears in 1 contract

Samples: Bowater 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 NovaScotiaco of the Retraction Call Right applicable law and otherwise upon compliance with the provisions of this section Article 6, to require the 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") share equal to (i) the Current Market Price of a Parent Secure Common Share on the last Business Day prior to the Retraction Date (Date, which shall be satisfied in full by the Corporation causing to be delivered to such holder (a) one Parent Secure Common Share for each Exchangeable Share presented and surrendered by the holder), plus (iib) an additional amount equivalent to the Unpaid Dividend Amountfull amount of all dividends declared and unpaid thereon and all dividends declared on Secure Common Shares which have not been declared on such Exchangeable Shares in accordance with section 3.1 of the Exchangeable Share Provisions (collectively the "Retraction Price"), provided that if any, on the record date for any such Exchangeable Share held by such holder declared and unpaid dividends occurs on any dividend record date which occurred prior to or after the Retraction DateDate the Retraction Price shall not include such additional amount equivalent to such dividends. To effect such redemption, the holder shall present and surrender at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Corporation redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act OBCA and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, and together with a duly executed statement (the "Retraction Request") in the following form: NOTICE OF RETRACTION To: Ideal Accents Holdings Inc. (the "Corporation") and Ideal Accents (Nova Scotia) Company ("NovaScotiaco") This notice is given pursuant to section 6 form of the provisions (the "Share Provisions") attaching Schedule A hereto or in such other form as may be acceptable to the non-voting exchangeable shares of the Corporation represented by the certificate (the "Certificate") which accompanies this notice and all capitalized words and expressions used in this notice that are defined in the Share Provisions have the meanings ascribed to such words and expressions in such Share Provisions. The undersigned hereby notifies the Corporation that, subject to the Retraction Call Right referred to below, the undersigned desires to have the Corporation redeem in accordance with section 6 of the Share Provisions: [ ] all share(s) represented by the Certificate; or [ ] ____________ share(s) only. The undersigned hereby notifies the Corporation that the Retraction Date shall be NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. The undersigned acknowledges the overriding Retraction Call Right of NovaScotiaco to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the undersigned to sell such shares to NovaScotiaco in accordance with the Retraction Call Right on the Retraction Date for the Purchase Price and on the other terms and conditions set out in section 6.3 of the Share Provisions. This notice of retraction, and this offer to sell the Retracted Shares to NovaScotiaco, may be revoked and withdrawn by the undersigned only by notice in writing given to the Corporation at any time before the close of business on the Business Day immediately preceding the Retraction Date as provided in section 6.7 of the Share Provisions. The undersigned acknowledges that if, as a result of solvency provisions of applicable law, the Corporation is unable to redeem all Retracted Shares, the undersigned will be deemed to have exercised the Exchange Right (as defined in the Voting and Exchange Agency Agreement) so as to require Ideal Accents, Inc. to purchase the unredeemed Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned: [ ] is (select one) [ ] is not a non-resident of Canada for purposes of the Income Tax Act (Canada). The undersigned acknowledges that, in the absence of an indication that the undersigned is not a non- resident of Canada, withholding on account of Canadian tax may be made from amounts payable to the undersigned on the redemption or purchase of the Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned has good title to, and owns, the share(s) represented by the Certificate to be acquired by the Corporation or NovaScotiaco, as the case may be, free and clear of all liens, claims and encumbrances. [ ] Please check box if the securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder from the Transfer Agent, failing which the securities and any cheque(s) will be mailed to the last address of the shareholder as it appears on the register. Date: ___________________________________________________________________________ Name of Person in Whose Name Securities or Cheque(s) are to be Registered, Issued or Delivered (please print) ___________________________________________________________________________ Xxxxxx Xxxxxxx xx X.X. Xxx Xxxxxxxxx xx Xxxxxxxxxxx Xxxx, Xxxxxxxx and Postal Code ___________________________________________________________________________ Signature Guaranteed by.

Appears in 1 contract

Samples: Amalgamation Agreement (Lamb Steven)

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 A holder of Exchangeable Shares shall be entitled at any time, subject to applicable law and the exercise by NovaScotiaco CCo or CCo Holdco of the Retraction Call Right (which, if exercised by CCo or CCo Holdco, shall be binding on the holder of Exchangeable Shares) and otherwise upon compliance with the provisions of this section Article 6, to require the Corporation to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per equal to the Exchangeable Share (the "Retraction Price") equal to (i) the Current Market Price of a Parent Common Share applicable on the last Business Day prior to the Retraction Date (which the "Retraction Price") which, as set forth in Section 6.4, shall be fully paid and satisfied in full by the delivery by or on behalf of the Corporation causing to be delivered to such holder one Parent Common Share for each of the Exchangeable Share presented and surrendered by Consideration representing such holder's Retraction Price. In connection with payment of the holder)Retraction Price, plus (ii) the Unpaid Dividend Amount, if any, on any such Corporation shall be entitled to liquidate some of the CCo Common Stock that would otherwise be deliverable as Exchangeable Share held by such holder on any dividend record date which occurred prior Consideration to the Retraction Dateparticular holder of Exchangeable Shares in order to fund any statutory withholding tax obligation. To effect such redemption, the holder shall present and surrender at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the 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 Corporation redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act applicable law and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, and together with a duly executed statement (the "Retraction Request") in the following form: NOTICE OF RETRACTION To: Ideal Accents Holdings Inc. (the form of Schedule "Corporation") and Ideal Accents (Nova Scotia) Company ("NovaScotiaco") This notice is given pursuant to section 6 of the provisions (the "Share Provisions") attaching A" hereto or in such other form as may be acceptable to the non-voting exchangeable shares of the Corporation represented by the certificate (the "Certificate") which accompanies this notice and all capitalized words and expressions used in this notice that are defined in the Share Provisions have the meanings ascribed to such words and expressions in such Share Provisions. The undersigned hereby notifies the Corporation that, subject to the Retraction Call Right referred to below, the undersigned desires to have the Corporation redeem in accordance with section 6 of the Share Provisions: [ ] all share(s) represented by the Certificate; or [ ] ____________ share(s) only. The undersigned hereby notifies the Corporation that the Retraction Date shall be NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. The undersigned acknowledges the overriding Retraction Call Right of NovaScotiaco to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the undersigned to sell such shares to NovaScotiaco in accordance with the Retraction Call Right on the Retraction Date for the Purchase Price and on the other terms and conditions set out in section 6.3 of the Share Provisions. This notice of retraction, and this offer to sell the Retracted Shares to NovaScotiaco, may be revoked and withdrawn by the undersigned only by notice in writing given to the Corporation at any time before the close of business on the Business Day immediately preceding the Retraction Date as provided in section 6.7 of the Share Provisions. The undersigned acknowledges that if, as a result of solvency provisions of applicable law, the Corporation is unable to redeem all Retracted Shares, the undersigned will be deemed to have exercised the Exchange Right (as defined in the Voting and Exchange Agency Agreement) so as to require Ideal Accents, Inc. to purchase the unredeemed Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned: [ ] is (select one) [ ] is not a non-resident of Canada for purposes of the Income Tax Act (Canada). The undersigned acknowledges that, in the absence of an indication that the undersigned is not a non- resident of Canada, withholding on account of Canadian tax may be made from amounts payable to the undersigned on the redemption or purchase of the Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned has good title to, and owns, the share(s) represented by the Certificate to be acquired by the Corporation or NovaScotiaco, as the case may be, free and clear of all liens, claims and encumbrances. [ ] Please check box if the securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder from the Transfer Agent, failing which the securities and any cheque(s) will be mailed to the last address of the shareholder as it appears on the register. Date: ___________________________________________________________________________ Name of Person in Whose Name Securities or Cheque(s) are to be Registered, Issued or Delivered (please print) ___________________________________________________________________________ Xxxxxx Xxxxxxx xx X.X. Xxx Xxxxxxxxx xx Xxxxxxxxxxx Xxxx, Xxxxxxxx and Postal Code ___________________________________________________________________________ Signature Guaranteed by:

Appears in 1 contract

Samples: Combination Agreement (Calpine Corp)

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 NovaScotiaco Sonic of the Retraction Call Right and otherwise upon compliance with the provisions of this section 6Article 5, to require the 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 (the "Retraction Price") equal to (ia) the Current Market Price of a Parent multiplied by the Current Sonic Common Share Equivalent, in each case determined on the last Business Day prior to the Retraction Date (Date, which shall be satisfied in full in respect of the Retracted Shares by the Corporation causing to be delivered to such holder one Parent such whole number of Sonic Common Shares as is equal to the product obtained by multiplying the number of Retracted Shares by the Current Sonic Common Share for each Exchangeable Equivalent (together with an amount in lieu of any fractional Sonic Common Share presented and surrendered by the holderresulting from such calculation payable in accordance with section 9.4), plus (iib) the Unpaid Dividend Amount, if any, aggregate of all dividends declared and unpaid on any such Exchangeable each Retracted Share held by such holder on any dividend record date which occurred prior up to the Retraction DateDate (collectively the "Retraction Price", provided that if the record date for any such declared and unpaid dividend occurs on or after the Retraction Date the Retraction Price shall not include such declared and unpaid dividends). To effect such redemption, the holder shall present and surrender at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares listed on Schedule A hereto the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Corporation redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act OBCA and the articles and by-by- laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, and together with a duly duly-executed statement (the "Retraction Request") in the following form: NOTICE OF RETRACTION To: Ideal Accents Holdings Inc. (the "Corporation") and Ideal Accents (Nova Scotia) Company ("NovaScotiaco") This notice is given pursuant to section 6 form of the provisions (the "Share Provisions") attaching to the non-voting exchangeable shares of the Corporation represented by the certificate (the "Certificate") which accompanies this notice and all capitalized words and expressions used in this notice that are defined in the Share Provisions have the meanings ascribed to such words and expressions Schedule A hereto or in such Share Provisions. The undersigned hereby notifies the Corporation that, subject to the Retraction Call Right referred to below, the undersigned desires to have the Corporation redeem in accordance with section 6 of the Share Provisions: [ ] all share(s) represented by the Certificate; or [ ] ____________ share(s) only. The undersigned hereby notifies the Corporation that the Retraction Date shall be NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. The undersigned acknowledges the overriding Retraction Call Right of NovaScotiaco to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the undersigned to sell such shares to NovaScotiaco in accordance with the Retraction Call Right on the Retraction Date for the Purchase Price and on the other terms and conditions set out in section 6.3 of the Share Provisions. This notice of retraction, and this offer to sell the Retracted Shares to NovaScotiaco, form as may be revoked and withdrawn by the undersigned only by notice in writing given acceptable to the Corporation at any time before the close of business on the Business Day immediately preceding the Retraction Date as provided in section 6.7 of the Share Provisions. The undersigned acknowledges that if, as a result of solvency provisions of applicable law, the Corporation is unable to redeem all Retracted Shares, the undersigned will be deemed to have exercised the Exchange Right (as defined in the Voting and Exchange Agency Agreement) so as to require Ideal Accents, Inc. to purchase the unredeemed Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned: [ ] is (select one) [ ] is not a non-resident of Canada for purposes of the Income Tax Act (Canada). The undersigned acknowledges that, in the absence of an indication that the undersigned is not a non- resident of Canada, withholding on account of Canadian tax may be made from amounts payable to the undersigned on the redemption or purchase of the Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned has good title to, and owns, the share(s) represented by the Certificate to be acquired by the Corporation or NovaScotiaco, as the case may be, free and clear of all liens, claims and encumbrances. [ ] Please check box if the securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder from the Transfer Agent, failing which the securities and any cheque(s) will be mailed to the last address of the shareholder as it appears on the register. Date: ___________________________________________________________________________ Name of Person in Whose Name Securities or Cheque(s) are to be Registered, Issued or Delivered (please print) ___________________________________________________________________________ Xxxxxx Xxxxxxx xx X.X. Xxx Xxxxxxxxx xx Xxxxxxxxxxx Xxxx, Xxxxxxxx and Postal Code ___________________________________________________________________________ Signature Guaranteed by:

Appears in 1 contract

Samples: Sonic Environmental Systems Inc

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 5.1 A holder of Exchangeable Shares shall be entitled at any timetime but not more than once in any calendar quarter, subject to the exercise by NovaScotiaco Callco of the Retraction Call Right and otherwise upon compliance with to the provisions terms and conditions of this section 6Section 5, to require the 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 Parent Common Quanta Share on the last Business Day prior to the Retraction Date (which amount shall be satisfied in full by the Corporation causing to be delivered to such holder one Parent Common Quanta Share for each Exchangeable Share presented and surrendered by the holder), plus (ii) the Unpaid Dividend Amount, if any, on any such Exchangeable Share held by such holder, provided that the minimum number of Exchangeable Shares to be redeemed at any time shall be the lesser of (A) 50,000 Exchangeable Shares and (B) the number of Exchangeable Shares registered in the name of such holder on any dividend record the date which occurred prior to of the Retraction DateRequest. For greater certainty, the Retraction Price for each such Exchangeable Share held by such holder on the Retraction Date may be satisfied only by the Corporation causing the issuance and delivery to such holder of one Quanta Share and a cheque for the balance, if any, of the Retraction Price without interest, less any amounts withheld on account of tax required to be deducted and withheld therefrom. To effect such redemption, the holder shall present and surrender at the registered office of the Corporation (or at any office of the Transfer Agent as may be specified by the 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 Corporation redeem, free and clear of all liens, claims and encumbrances, 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 Corporation, the Transfer Agent Agent, or Quanta may reasonably require, and together with a duly executed statement retraction request (the "Retraction Request") in the following form: NOTICE OF RETRACTION To: Ideal Accents Holdings Inc. (the "Corporation") and Ideal Accents (Nova Scotia) Company ("NovaScotiaco") This notice is given pursuant to section 6 of the provisions (the "Share Provisions") attaching form attached hereto as Appendix 1, or in such other form as may be acceptable to the non-voting exchangeable shares of the Corporation represented by the certificate (the "Certificate") which accompanies this notice and all capitalized words and expressions used in this notice that are defined in the Share Provisions have the meanings ascribed to such words and expressions in such Share Provisions. The undersigned hereby notifies the Corporation that, subject to the Retraction Call Right referred to below, the undersigned desires to have the Corporation redeem in accordance with section 6 of the Share Provisions: [ ] all share(s) represented by the Certificate; or [ ] ____________ share(s) only. The undersigned hereby notifies the Corporation that the Retraction Date shall be NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. The undersigned acknowledges the overriding Retraction Call Right of NovaScotiaco to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the undersigned to sell such shares to NovaScotiaco in accordance with the Retraction Call Right on the Retraction Date for the Purchase Price and on the other terms and conditions set out in section 6.3 of the Share Provisions. This notice of retraction, and this offer to sell the Retracted Shares to NovaScotiaco, may be revoked and withdrawn by the undersigned only by notice in writing given to the Corporation at any time before the close of business on the Business Day immediately preceding the Retraction Date as provided in section 6.7 of the Share Provisions. The undersigned acknowledges that if, as a result of solvency provisions of applicable law, the Corporation is unable to redeem all Retracted Shares, the undersigned will be deemed to have exercised the Exchange Right (as defined in the Voting and Exchange Agency Agreement) so as to require Ideal Accents, Inc. to purchase the unredeemed Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned: [ ] is (select one) [ ] is not a non-resident of Canada for purposes of the Income Tax Act (Canada). The undersigned acknowledges that, in the absence of an indication that the undersigned is not a non- resident of Canada, withholding on account of Canadian tax may be made from amounts payable to the undersigned on the redemption or purchase of the Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned has good title to, and owns, the share(s) represented by the Certificate to be acquired by the Corporation or NovaScotiaco, as the case may be, free and clear of all liens, claims and encumbrances. [ ] Please check box if the securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder from the Transfer Agent, failing which the securities and any cheque(s) will be mailed to the last address of the shareholder as it appears on the register. Date: ___________________________________________________________________________ Name of Person in Whose Name Securities or Cheque(s) are to be Registered, Issued or Delivered (please print) ___________________________________________________________________________ Xxxxxx Xxxxxxx xx X.X. Xxx Xxxxxxxxx xx Xxxxxxxxxxx Xxxx, Xxxxxxxx and Postal Code ___________________________________________________________________________ Signature Guaranteed by:

Appears in 1 contract

Samples: Support Agreement (Quanta Services 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 NovaScotiaco NPS Holdings of the Retraction Call Right and otherwise upon compliance with the provisions of this section Article 6, to require the Corporation Company 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") share equal to (i) the Current Market Price of a Parent NPS Common Share on the last Business Day prior to the Retraction Date (the "Retraction Price"), which shall be satisfied in full by the Corporation Company causing to be delivered to such holder one Parent NPS Common Share for each Exchangeable Share presented and surrendered by the holder), 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 Corporation Company or at any office of the Transfer Agent as may be specified by the Corporation Company by notice to the holders of Exchangeable Shares the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Corporation Company redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act OBCA and the articles and by-laws Articles of the Corporation 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 following formform of Schedule A hereto or in such other form as may be acceptable to the Company: NOTICE OF RETRACTION To: Ideal Accents Holdings Inc. specifying that the holder desires to have all or any number specified therein of the Exchangeable Shares represented by such certificate or certificates (the "CorporationRetracted Shares") and Ideal Accents (Nova Scotia) Company ("NovaScotiaco") This notice is given pursuant to section 6 of the provisions (the "Share Provisions") attaching to the non-voting exchangeable shares of the Corporation represented redeemed by the certificate (Company; stating the "Certificate") Business Day on which accompanies this notice and all capitalized words and expressions used in this notice that are defined in the Share Provisions have the meanings ascribed to such words and expressions in such Share Provisions. The undersigned hereby notifies the Corporation that, subject to the Retraction Call Right referred to below, the undersigned holder desires to have the Corporation Company redeem in accordance with section 6 of the Share Provisions: [ ] all share(s) represented by Retracted Shares (the Certificate; or [ ] ____________ share(s) only. The undersigned hereby notifies the Corporation "Retraction Date"), provided that the Retraction Date shall be NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon on which this notice the Retraction Request is received by the Corporation. If Company and further provided that, in the event that no such Business Day is specified aboveby the holder in the Retraction Request, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice the Retraction Request is received by the Corporation. NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. The undersigned acknowledges the overriding Retraction Call Right of NovaScotiaco to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the undersigned to sell such shares to NovaScotiaco in accordance with the Retraction Call Right on the Retraction Date for the Purchase Price and on the other terms and conditions set out in section 6.3 of the Share Provisions. This notice of retraction, and this offer to sell the Retracted Shares to NovaScotiaco, may be revoked and withdrawn by the undersigned only by notice in writing given to the Corporation at any time before the close of business on the Business Day immediately preceding the Retraction Date as provided in section 6.7 of the Share Provisions. The undersigned acknowledges that if, as a result of solvency provisions of applicable law, the Corporation is unable to redeem all Retracted Shares, the undersigned will be deemed to have exercised the Exchange Right (as defined in the Voting and Exchange Agency Agreement) so as to require Ideal Accents, Inc. to purchase the unredeemed Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned: [ ] is (select one) [ ] is not a non-resident of Canada for purposes of the Income Tax Act (Canada). The undersigned acknowledges that, in the absence of an indication that the undersigned is not a non- resident of Canada, withholding on account of Canadian tax may be made from amounts payable to the undersigned on the redemption or purchase of the Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned has good title to, and owns, the share(s) represented by the Certificate to be acquired by the Corporation or NovaScotiaco, as the case may be, free and clear of all liens, claims and encumbrances. [ ] Please check box if the securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder from the Transfer Agent, failing which the securities and any cheque(s) will be mailed to the last address of the shareholder as it appears on the register. Date: ___________________________________________________________________________ Name of Person in Whose Name Securities or Cheque(s) are to be Registered, Issued or Delivered (please print) ___________________________________________________________________________ Xxxxxx Xxxxxxx xx X.X. Xxx Xxxxxxxxx xx Xxxxxxxxxxx Xxxx, Xxxxxxxx and Postal Code ___________________________________________________________________________ Signature Guaranteed byCompany; and

Appears in 1 contract

Samples: Arrangement Agreement (NPS Pharmaceuticals 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 NovaScotiaco Support Agreement WACI of the Retraction Call Right and otherwise upon compliance with the provisions of this section 6, to require the 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 Parent WACI Common Share on the last Business Day prior to the Retraction Date (which shall may be satisfied in full by the Corporation causing an instruction to be delivered given to such holder one Parent Common Share for the Agent to disburse from escrow, in respect of each Exchangeable Share presented held by each respective holder thereof, one WACI Common Share, and surrendered obtaining written confirmation of such disbursement by the holderAgent), 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 Corporation WACI or at any office of the Agent or Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares the certificate or certificates representing the Exchangeable Shares which the holder desires to have the 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 Agent and Transfer Agent may reasonably require, and together with a duly executed statement (the "Retraction Request") in the following form: NOTICE OF RETRACTION To: Ideal Accents Holdings Inc. (the "Corporation") and Ideal Accents (Nova Scotia) Company ("NovaScotiaco") This notice is given pursuant to section 6 of the provisions (the "Share Provisions") attaching form attached hereto as Appendix 1, or in such other form as may be acceptable to the non-voting exchangeable shares of the Corporation represented by the certificate (the "Certificate") which accompanies this notice and all capitalized words and expressions used in this notice that are defined in the Share Provisions have the meanings ascribed to such words and expressions in such Share Provisions. The undersigned hereby notifies the Corporation that, subject to the Retraction Call Right referred to below, the undersigned desires to have the Corporation redeem in accordance with section 6 of the Share Provisions: [ ] all share(s) represented by the Certificate; or [ ] ____________ share(s) only. The undersigned hereby notifies the Corporation that the Retraction Date shall be NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. The undersigned acknowledges the overriding Retraction Call Right of NovaScotiaco to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the undersigned to sell such shares to NovaScotiaco in accordance with the Retraction Call Right on the Retraction Date for the Purchase Price and on the other terms and conditions set out in section 6.3 of the Share Provisions. This notice of retraction, and this offer to sell the Retracted Shares to NovaScotiaco, may be revoked and withdrawn by the undersigned only by notice in writing given to the Corporation at any time before the close of business on the Business Day immediately preceding the Retraction Date as provided in section 6.7 of the Share Provisions. The undersigned acknowledges that if, as a result of solvency provisions of applicable law, the Corporation is unable to redeem all Retracted Shares, the undersigned will be deemed to have exercised the Exchange Right (as defined in the Voting and Exchange Agency Agreement) so as to require Ideal Accents, Inc. to purchase the unredeemed Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned: [ ] is (select one) [ ] is not a non-resident of Canada for purposes of the Income Tax Act (Canada). The undersigned acknowledges that, in the absence of an indication that the undersigned is not a non- resident of Canada, withholding on account of Canadian tax may be made from amounts payable to the undersigned on the redemption or purchase of the Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned has good title to, and owns, the share(s) represented by the Certificate to be acquired by the Corporation or NovaScotiaco, as the case may be, free and clear of all liens, claims and encumbrances. [ ] Please check box if the securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder from the Transfer Agent, failing which the securities and any cheque(s) will be mailed to the last address of the shareholder as it appears on the register. Date: ___________________________________________________________________________ Name of Person in Whose Name Securities or Cheque(s) are to be Registered, Issued or Delivered (please print) ___________________________________________________________________________ Xxxxxx Xxxxxxx xx X.X. Xxx Xxxxxxxxx xx Xxxxxxxxxxx Xxxx, Xxxxxxxx and Postal Code ___________________________________________________________________________ Signature Guaranteed by:

Appears in 1 contract

Samples: Support Agreement (Wireless Age Communications Inc)

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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 NovaScotiaco Callco of the Retraction Call Right and otherwise upon compliance with with, and subject to, the provisions of this section 6, to require the 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") share equal to (i) the Current Market Price of a Parent Common an AMVESCAP Ordinary Share on the last Business Day prior to the Retraction Date (the "RETRACTION PRICE"), which shall be satisfied in full by the Corporation delivering or causing to be delivered to such holder one Parent Common AMVESCAP Ordinary Share (which on issue will be admitted to listing by the UKLA and admitted to trading by the LSE) for each Exchangeable Share presented and surrendered by the holder)holder together with, plus (ii) on the Unpaid Dividend Amountdesignated payment date therefor, if any, the full amount of all declared and unpaid dividends 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 Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Corporation redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Companies Act and the articles Memorandum and by-laws Articles of Association of the Corporation and such additional documents documents, instruments and instruments payments (including, without limitation, any applicable Stamp Taxes) as the Transfer Agent and the Corporation may reasonably require, and together with a duly executed statement (the "Retraction RequestRETRACTION REQUEST") in the following form: NOTICE OF RETRACTION To: Ideal Accents Holdings Inc. (the "Corporation") and Ideal Accents (Nova Scotia) Company ("NovaScotiaco") This notice is given pursuant to section 6 form of the provisions (the "Share Provisions") attaching Schedule A hereto or in such other form as may be acceptable to the non-voting exchangeable shares of the Corporation represented by the certificate (the "Certificate") which accompanies this notice and all capitalized words and expressions used in this notice that are defined in the Share Provisions have the meanings ascribed to such words and expressions in such Share Provisions. The undersigned hereby notifies the Corporation that, subject to the Retraction Call Right referred to below, the undersigned desires to have the Corporation redeem in accordance with section 6 of the Share Provisions: [ ] all share(s) represented by the Certificate; or [ ] ____________ share(s) only. The undersigned hereby notifies the Corporation that the Retraction Date shall be NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. The undersigned acknowledges the overriding Retraction Call Right of NovaScotiaco to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the undersigned to sell such shares to NovaScotiaco in accordance with the Retraction Call Right on the Retraction Date for the Purchase Price and on the other terms and conditions set out in section 6.3 of the Share Provisions. This notice of retraction, and this offer to sell the Retracted Shares to NovaScotiaco, may be revoked and withdrawn by the undersigned only by notice in writing given to the Corporation at any time before the close of business on the Business Day immediately preceding the Retraction Date as provided in section 6.7 of the Share Provisions. The undersigned acknowledges that if, as a result of solvency provisions of applicable law, the Corporation is unable to redeem all Retracted Shares, the undersigned will be deemed to have exercised the Exchange Right (as defined in the Voting and Exchange Agency Agreement) so as to require Ideal Accents, Inc. to purchase the unredeemed Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned: [ ] is (select one) [ ] is not a non-resident of Canada for purposes of the Income Tax Act (Canada). The undersigned acknowledges that, in the absence of an indication that the undersigned is not a non- resident of Canada, withholding on account of Canadian tax may be made from amounts payable to the undersigned on the redemption or purchase of the Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned has good title to, and owns, the share(s) represented by the Certificate to be acquired by the Corporation or NovaScotiaco, as the case may be, free and clear of all liens, claims and encumbrances. [ ] Please check box if the securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder from the Transfer Agent, failing which the securities and any cheque(s) will be mailed to the last address of the shareholder as it appears on the register. Date: ___________________________________________________________________________ Name of Person in Whose Name Securities or Cheque(s) are to be Registered, Issued or Delivered (please print) ___________________________________________________________________________ Xxxxxx Xxxxxxx xx X.X. Xxx Xxxxxxxxx xx Xxxxxxxxxxx Xxxx, Xxxxxxxx and Postal Code ___________________________________________________________________________ Signature Guaranteed by:

Appears in 1 contract

Samples: Merger Agreement (Amvescap PLC/London/)

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 NovaScotiaco Callco of the Retraction Call Right and otherwise upon compliance with with, and subject to, the provisions of this section 6(S)6, to require the Corporation Acquisitionco 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") share equal to (i) the Current Market Price of a Parent 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 Corporation Acquisitionco delivering or causing to be delivered to such holder one Parent Common 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 holder)holder together with, plus (ii) on the Unpaid designated payment date therefor, the 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 Corporation Acquisitionco or at any office of the Transfer Agent as may be specified by the Corporation Acquisitionco by notice to the holders of Exchangeable Shares the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Corporation Acquisitionco redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act CBCA and the articles and by-laws Articles of the Corporation Acquisitionco and such additional documents documents, instruments and instruments payments as the Transfer Agent and Acquisitionco may reasonably require, and together with a duly executed statement (the "Retraction RequestRETRACTION REQUEST") in the following form: NOTICE OF RETRACTION To: Ideal Accents Holdings Inc. (the "Corporation") and Ideal Accents (Nova Scotia) Company ("NovaScotiaco") This notice is given pursuant to section 6 form of the provisions (the "Share Provisions") attaching to the non-voting exchangeable shares of the Corporation represented by the certificate (the "Certificate") which accompanies this notice and all capitalized words and expressions used in this notice that are defined in the Share Provisions have the meanings ascribed to such words and expressions Schedule A hereto or in such Share Provisions. The undersigned hereby notifies the Corporation that, subject to the Retraction Call Right referred to below, the undersigned desires to have the Corporation redeem in accordance with section 6 of the Share Provisions: [ ] all share(s) represented by the Certificate; or [ ] ____________ share(s) only. The undersigned hereby notifies the Corporation that the Retraction Date shall be NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. The undersigned acknowledges the overriding Retraction Call Right of NovaScotiaco to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the undersigned to sell such shares to NovaScotiaco in accordance with the Retraction Call Right on the Retraction Date for the Purchase Price and on the other terms and conditions set out in section 6.3 of the Share Provisions. This notice of retraction, and this offer to sell the Retracted Shares to NovaScotiaco, form as may be revoked and withdrawn by the undersigned only by notice in writing given acceptable to the Corporation at any time before the close of business on the Business Day immediately preceding the Retraction Date as provided in section 6.7 of the Share Provisions. The undersigned acknowledges that if, as a result of solvency provisions of applicable law, the Corporation is unable to redeem all Retracted Shares, the undersigned will be deemed to have exercised the Exchange Right (as defined in the Voting and Exchange Agency Agreement) so as to require Ideal Accents, Inc. to purchase the unredeemed Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned: [ ] is (select one) [ ] is not a non-resident of Canada for purposes of the Income Tax Act (Canada). The undersigned acknowledges that, in the absence of an indication that the undersigned is not a non- resident of Canada, withholding on account of Canadian tax may be made from amounts payable to the undersigned on the redemption or purchase of the Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned has good title to, and owns, the share(s) represented by the Certificate to be acquired by the Corporation or NovaScotiaco, as the case may be, free and clear of all liens, claims and encumbrances. [ ] Please check box if the securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder from the Transfer Agent, failing which the securities and any cheque(s) will be mailed to the last address of the shareholder as it appears on the register. Date: ___________________________________________________________________________ Name of Person in Whose Name Securities or Cheque(s) are to be Registered, Issued or Delivered (please print) ___________________________________________________________________________ Xxxxxx Xxxxxxx xx X.X. Xxx Xxxxxxxxx xx Xxxxxxxxxxx Xxxx, Xxxxxxxx and Postal Code ___________________________________________________________________________ Signature Guaranteed byAcquisitionco:

Appears in 1 contract

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

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. Section 6.1 A holder of Exchangeable Shares shall be entitled at any time, subject to the exercise by NovaScotiaco JTH of the Retraction Call Right and otherwise upon compliance with the provisions of this section 6ARTICLE VI, to require the Corporation to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per for each such Exchangeable Share (the "Retraction Price") equal to (i) the Current Market Price of a Parent Common Exchangeable Share Amount applicable on the last Business Day prior to the Retraction Date (which shall the “Retraction Amount”). The Retraction Call Right may be satisfied exercised from time to time for all or a portion of the Exchangeable Shares, provided that no partial Retraction Call Right for the Exchangeable Shares may be exercised other than in full by increments equal to multiples of 10,000 Exchangeable Shares (subject to adjustment in the Corporation causing number of Exchangeable Shares pursuant to be delivered to such holder one Parent Common Share for each Exchangeable Share presented and surrendered by the holderthese share provisions), 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 Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares the certificate or certificates representing the Exchangeable Shares which the holder desires to have the 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 Corporation may reasonably require, and together DataTax shall deliver to JTH for cancellation the number of shares of JTH Special Voting Stock issued by JTH corresponding to the number of Exchangeable Shares subject to the Retraction Call Right (with the retraction of 10,000 Exchangeable Shares subject to adjustment in the number of Exchangeable Shares pursuant to the Share Provisions requiring the delivery for cancellation of 1 share of JTH Special Voting Stock). The holder shall also deliver a duly executed statement (the "Retraction Request") in the following form: NOTICE OF RETRACTION To: Ideal Accents Holdings Inc. (the "Corporation") and Ideal Accents (Nova Scotia) Company ("NovaScotiaco") This notice is given pursuant to section 6 form of the provisions (the "Share Provisions") attaching Schedule A hereto or in such other form as may be acceptable to the non-voting exchangeable shares of the Corporation represented by the certificate (the "Certificate") which accompanies this notice and all capitalized words and expressions used in this notice that are defined in the Share Provisions have the meanings ascribed to such words and expressions in such Share Provisions. The undersigned hereby notifies the Corporation that, subject to the Retraction Call Right referred to below, the undersigned desires to have the Corporation redeem in accordance with section 6 of the Share Provisions: [ ] all share(s) represented by the Certificate; or [ ] ____________ share(s) only. The undersigned hereby notifies the Corporation that the Retraction Date shall be NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. The undersigned acknowledges the overriding Retraction Call Right of NovaScotiaco to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the undersigned to sell such shares to NovaScotiaco in accordance with the Retraction Call Right on the Retraction Date for the Purchase Price and on the other terms and conditions set out in section 6.3 of the Share Provisions. This notice of retraction, and this offer to sell the Retracted Shares to NovaScotiaco, may be revoked and withdrawn by the undersigned only by notice in writing given to the Corporation at any time before the close of business on the Business Day immediately preceding the Retraction Date as provided in section 6.7 of the Share Provisions. The undersigned acknowledges that if, as a result of solvency provisions of applicable law, the Corporation is unable to redeem all Retracted Shares, the undersigned will be deemed to have exercised the Exchange Right (as defined in the Voting and Exchange Agency Agreement) so as to require Ideal Accents, Inc. to purchase the unredeemed Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned: [ ] is (select one) [ ] is not a non-resident of Canada for purposes of the Income Tax Act (Canada). The undersigned acknowledges that, in the absence of an indication that the undersigned is not a non- resident of Canada, withholding on account of Canadian tax may be made from amounts payable to the undersigned on the redemption or purchase of the Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned has good title to, and owns, the share(s) represented by the Certificate to be acquired by the Corporation or NovaScotiaco, as the case may be, free and clear of all liens, claims and encumbrances. [ ] Please check box if the securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder from the Transfer Agent, failing which the securities and any cheque(s) will be mailed to the last address of the shareholder as it appears on the register. Date: ___________________________________________________________________________ Name of Person in Whose Name Securities or Cheque(s) are to be Registered, Issued or Delivered (please print) ___________________________________________________________________________ Xxxxxx Xxxxxxx xx X.X. Xxx Xxxxxxxxx xx Xxxxxxxxxxx Xxxx, Xxxxxxxx and Postal Code ___________________________________________________________________________ Signature Guaranteed by:

Appears in 1 contract

Samples: Share Exchange Agreement (JTH Holding, Inc.)

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 (1) A holder of Exchangeable Shares Selling Shareholder shall be entitled at any time, subject to the exercise by NovaScotiaco Callco of the Retraction Call Right and otherwise ‎otherwise upon compliance with with, and subject to, the provisions of this section Section 6, to require the Corporation ExchangeCo to redeem ‎redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per Exchangeable Share ‎share (the "Retraction Price") equal to (i) the Current Market Price of a Parent Common Share on SPAC Share, determined as of the last Business Day ‎last business day prior to the Retraction Date (Date, plus the Dividend Amount, if any, which shall Retraction Price ‎shall be satisfied in full by the Corporation ExchangeCo delivering or causing to be delivered to such holder holder, on the ‎designated payment date therefor, one Parent Common SPAC Share (which on issue will be admitted to listing and trading ‎by the Principal Exchange (subject to official notice of issuance)) for each Exchangeable Share presented and ‎and surrendered by the holder), plus (ii) together with 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 ‎Selling Shareholder shall present and surrender at the registered office of the Corporation ExchangeCo or at any office of the ‎the Transfer Agent as may be specified by the Corporation ExchangeCo by notice to the holders of Exchangeable Shares the ‎the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Corporation ‎ExchangeCo redeem, together with such other documents and instruments as may be required to effect a transfer ‎transfer of Exchangeable Shares under the Act OBCA and the articles and by-laws of the Corporation ExchangeCo and such additional documents ‎documents, instruments and instruments payments as the Transfer Agent and ExchangeCo may reasonably require, and ‎and together with a duly executed statement (the "Retraction Request") in the following form: NOTICE OF RETRACTION To: Ideal Accents Holdings Inc. (the form of Schedule "Corporation") and Ideal Accents (Nova Scotia) Company ("NovaScotiaco") This notice is given pursuant to section 6 of the provisions (the "Share Provisions") attaching to the non-voting exchangeable shares of the Corporation represented by the certificate (the "Certificate") which accompanies this notice and all capitalized words and expressions used in this notice that are defined in the Share Provisions have the meanings ascribed to such words and expressions A" ‎hereto or in such Share Provisions. The undersigned hereby notifies the Corporation that, subject to the Retraction Call Right referred to below, the undersigned desires to have the Corporation redeem in accordance with section 6 of the Share Provisions: [ ] all share(s) represented by the Certificate; or [ ] ____________ share(s) only. The undersigned hereby notifies the Corporation that the Retraction Date shall be NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. The undersigned acknowledges the overriding Retraction Call Right of NovaScotiaco to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the undersigned to sell such shares to NovaScotiaco in accordance with the Retraction Call Right on the Retraction Date for the Purchase Price and on the other terms and conditions set out in section 6.3 of the Share Provisions. This notice of retraction, and this offer to sell the Retracted Shares to NovaScotiaco, form as may be revoked and withdrawn by the undersigned only by notice in writing given acceptable to the Corporation at any time before the close of business on the Business Day immediately preceding the Retraction Date as provided in section 6.7 of the Share Provisions. The undersigned acknowledges that if, as a result of solvency provisions of applicable law, the Corporation is unable to redeem all Retracted Shares, the undersigned will be deemed to have exercised the Exchange Right (as defined in the Voting and Exchange Agency Agreement) so as to require Ideal Accents, Inc. to purchase the unredeemed Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned: [ ] is (select one) [ ] is not a non-resident of Canada for purposes of the Income Tax Act (Canada). The undersigned acknowledges that, in the absence of an indication that the undersigned is not a non- resident of Canada, withholding on account of Canadian tax may be made from amounts payable to the undersigned on the redemption or purchase of the Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned has good title to, and owns, the share(s) represented by the Certificate to be acquired by the Corporation or NovaScotiaco, as the case may be, free and clear of all liens, claims and encumbrances. [ ] Please check box if the securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder from the Transfer Agent, failing which the securities and any cheque(s) will be mailed to the last address of the shareholder as it appears on the register. Date: ___________________________________________________________________________ Name of Person in Whose Name Securities or Cheque(s) are to be Registered, Issued or Delivered (please print) ___________________________________________________________________________ Xxxxxx Xxxxxxx xx X.X. Xxx Xxxxxxxxx xx Xxxxxxxxxxx Xxxx, Xxxxxxxx and Postal Code ___________________________________________________________________________ Signature Guaranteed byExchangeCo:‎

Appears in 1 contract

Samples: Business Combination Agreement (CF Acquisition Corp. VI)

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. 6.1 20.1 A holder of Exchangeable Shares shall be entitled at any time, subject to applicable law and the exercise by NovaScotiaco JAG or JAG Holdco of the Retraction Call Right (which, if exercised by JAG or JAG Holdco, shall be binding on the holder of Exchangeable Shares) and otherwise upon compliance with the provisions of this section Article 6, to require the Corporation to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per equal to the Exchangeable Share (the "Retraction Price") equal to (i) the Current Market Price of a Parent Common Share applicable on the last Business Day prior to the Retraction Date (the "Retraction Price") which as set forth in Section 6.4, shall be fully paid and satisfied in full by the delivery by or on behalf of the Corporation causing to be delivered to such holder one Parent Common Share for each of the Exchangeable Share presented and surrendered by Consideration representing such holder's Retraction Price. In connection with payment of the holder)Retraction Price, plus (ii) the Unpaid Dividend Amount, if any, on any such Corporation shall be entitled to liquidate some of the JAG Common Stock that would otherwise be deliverable as Exchangeable Share held by such holder on any dividend record date which occurred prior Consideration to the Retraction Dateparticular holder of Exchangeable Shares in order to fund any statutory withholding tax obligation. To effect such redemption, the holder shall present and surrender at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the 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 Corporation redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act applicable law and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, and together with a duly executed statement (the "Retraction Request") in the following form: NOTICE OF RETRACTION To: Ideal Accents Holdings Inc. (the form of Schedule "Corporation") and Ideal Accents (Nova Scotia) Company ("NovaScotiaco") This notice is given pursuant to section 6 of the provisions (the "Share Provisions") attaching A" hereto or in such other form as may be acceptable to the non-voting exchangeable shares of the Corporation represented by the certificate (the "Certificate") which accompanies this notice and all capitalized words and expressions used in this notice that are defined in the Share Provisions have the meanings ascribed to such words and expressions in such Share Provisions. The undersigned hereby notifies the Corporation that, subject to the Retraction Call Right referred to below, the undersigned desires to have the Corporation redeem in accordance with section 6 of the Share Provisions: [ ] all share(s) represented by the Certificate; or [ ] ____________ share(s) only. The undersigned hereby notifies the Corporation that the Retraction Date shall be NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. The undersigned acknowledges the overriding Retraction Call Right of NovaScotiaco to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the undersigned to sell such shares to NovaScotiaco in accordance with the Retraction Call Right on the Retraction Date for the Purchase Price and on the other terms and conditions set out in section 6.3 of the Share Provisions. This notice of retraction, and this offer to sell the Retracted Shares to NovaScotiaco, may be revoked and withdrawn by the undersigned only by notice in writing given to the Corporation at any time before the close of business on the Business Day immediately preceding the Retraction Date as provided in section 6.7 of the Share Provisions. The undersigned acknowledges that if, as a result of solvency provisions of applicable law, the Corporation is unable to redeem all Retracted Shares, the undersigned will be deemed to have exercised the Exchange Right (as defined in the Voting and Exchange Agency Agreement) so as to require Ideal Accents, Inc. to purchase the unredeemed Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned: [ ] is (select one) [ ] is not a non-resident of Canada for purposes of the Income Tax Act (Canada). The undersigned acknowledges that, in the absence of an indication that the undersigned is not a non- resident of Canada, withholding on account of Canadian tax may be made from amounts payable to the undersigned on the redemption or purchase of the Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned has good title to, and owns, the share(s) represented by the Certificate to be acquired by the Corporation or NovaScotiaco, as the case may be, free and clear of all liens, claims and encumbrances. [ ] Please check box if the securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder from the Transfer Agent, failing which the securities and any cheque(s) will be mailed to the last address of the shareholder as it appears on the register. Date: ___________________________________________________________________________ Name of Person in Whose Name Securities or Cheque(s) are to be Registered, Issued or Delivered (please print) ___________________________________________________________________________ Xxxxxx Xxxxxxx xx X.X. Xxx Xxxxxxxxx xx Xxxxxxxxxxx Xxxx, Xxxxxxxx and Postal Code ___________________________________________________________________________ Signature Guaranteed by:

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Jag Media Holdings Inc)

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER. Section 6.1 A holder of CN Exchangeable Shares shall be entitled at any time, subject to the exercise by NovaScotiaco NAR Subco of the Retraction Call Right and otherwise upon compliance with the provisions of this section Article 6, to require the Corporation to redeem any or all of the CN Exchangeable Shares registered in the name of such holder for an amount per Exchangeable Share (the "Retraction Price") share equal to (i) the Current Market Price of a Parent Common Share Newco Stapled Unit on the last Business Day prior to the Retraction Date (the "Retraction Price"), which shall be satisfied in full by the Corporation causing to be delivered issued to such holder one Parent Newco Common Share for each CN Exchangeable Share presented and surrendered by the holder), plus (ii) together with, on the Unpaid Dividend Amountpayment date therefor, if any, the full amount of all declared and unpaid dividends on any such CN 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 Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares CN Stapled Units the certificate or certificates representing the Exchangeable Shares CN Stapled Units in respect of which the holder desires to have the Corporation redeemredeem the CN Exchangeable Shares forming part thereof, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares CN Stapled Units under the Act CBCA and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, and together with a duly executed statement (the "Retraction Request") in the following form: NOTICE OF RETRACTION To: Ideal Accents Holdings Inc. (the "Corporation") and Ideal Accents (Nova Scotia) Company ("NovaScotiaco") This notice is given pursuant to section 6 form of the provisions (the "Share Provisions") attaching Schedule A hereto or in such other form as may be acceptable to the non-voting exchangeable shares of the Corporation represented by the certificate (the "Certificate") which accompanies this notice and all capitalized words and expressions used in this notice that are defined in the Share Provisions have the meanings ascribed to such words and expressions in such Share Provisions. The undersigned hereby notifies the Corporation that, subject to the Retraction Call Right referred to below, the undersigned desires to have the Corporation redeem in accordance with section 6 of the Share Provisions: [ ] all share(s) represented by the Certificate; or [ ] ____________ share(s) only. The undersigned hereby notifies the Corporation that the Retraction Date shall be NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. The undersigned acknowledges the overriding Retraction Call Right of NovaScotiaco to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the undersigned to sell such shares to NovaScotiaco in accordance with the Retraction Call Right on the Retraction Date for the Purchase Price and on the other terms and conditions set out in section 6.3 of the Share Provisions. This notice of retraction, and this offer to sell the Retracted Shares to NovaScotiaco, may be revoked and withdrawn by the undersigned only by notice in writing given to the Corporation at any time before the close of business on the Business Day immediately preceding the Retraction Date as provided in section 6.7 of the Share Provisions. The undersigned acknowledges that if, as a result of solvency provisions of applicable law, the Corporation is unable to redeem all Retracted Shares, the undersigned will be deemed to have exercised the Exchange Right (as defined in the Voting and Exchange Agency Agreement) so as to require Ideal Accents, Inc. to purchase the unredeemed Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned: [ ] is (select one) [ ] is not a non-resident of Canada for purposes of the Income Tax Act (Canada). The undersigned acknowledges that, in the absence of an indication that the undersigned is not a non- resident of Canada, withholding on account of Canadian tax may be made from amounts payable to the undersigned on the redemption or purchase of the Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned has good title to, and owns, the share(s) represented by the Certificate to be acquired by the Corporation or NovaScotiaco, as the case may be, free and clear of all liens, claims and encumbrances. [ ] Please check box if the securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder from the Transfer Agent, failing which the securities and any cheque(s) will be mailed to the last address of the shareholder as it appears on the register. Date: ___________________________________________________________________________ Name of Person in Whose Name Securities or Cheque(s) are to be Registered, Issued or Delivered (please print) ___________________________________________________________________________ Xxxxxx Xxxxxxx xx X.X. Xxx Xxxxxxxxx xx Xxxxxxxxxxx Xxxx, Xxxxxxxx and Postal Code ___________________________________________________________________________ Signature Guaranteed by:

Appears in 1 contract

Samples: Rights Agreement (Burlington Northern Santa Fe 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 NovaScotiaco BEI of the Retraction Call Right and otherwise upon compliance with subject to the provisions terms and conditions of this section Section 6, to require the 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 PriceRETRACTION PRICE") equal to (i) the Current Market Price of a Parent Common BEI Share on the last Business Day prior to the Retraction Date (which which, subject to applicable law, shall be satisfied in full by the Corporation causing to be delivered to such holder one Parent Common BEI Share for each Exchangeable Share presented and surrendered by the holder), 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 Corporation (or at any office of the Transfer Agent as may be specified by the 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 Corporation redeem, free and clear of all liens, claims and encumbrances, 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 Agent, the Corporation or BEI may reasonably require, and together with a duly executed statement (the "Retraction RequestRETRACTION REQUEST") in the following form: NOTICE OF RETRACTION To: Ideal Accents Holdings Inc. (the "Corporation") and Ideal Accents (Nova Scotia) Company ("NovaScotiaco") This notice is given pursuant to section 6 of the provisions (the "Share Provisions") attaching form attached hereto as Appendix 1, or in such other form as may be acceptable to the non-voting exchangeable shares of the Corporation represented by the certificate (the "Certificate") which accompanies this notice and all capitalized words and expressions used in this notice that are defined in the Share Provisions have the meanings ascribed to such words and expressions in such Share Provisions. The undersigned hereby notifies the Corporation that, subject to the Retraction Call Right referred to below, the undersigned desires to have the Corporation redeem in accordance with section 6 of the Share Provisions: [ ] all share(s) represented by the Certificate; or [ ] ____________ share(s) only. The undersigned hereby notifies the Corporation that the Retraction Date shall be NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. NOTE: the Retraction Date must be a Business Day and must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this notice is received by the Corporation. If no such Business Day is specified above, the Retraction Date shall be deemed to be the 15th Business Day after the date on which this notice is received by the Corporation. The undersigned acknowledges the overriding Retraction Call Right of NovaScotiaco to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the undersigned to sell such shares to NovaScotiaco in accordance with the Retraction Call Right on the Retraction Date for the Purchase Price and on the other terms and conditions set out in section 6.3 of the Share Provisions. This notice of retraction, and this offer to sell the Retracted Shares to NovaScotiaco, may be revoked and withdrawn by the undersigned only by notice in writing given to the Corporation at any time before the close of business on the Business Day immediately preceding the Retraction Date as provided in section 6.7 of the Share Provisions. The undersigned acknowledges that if, as a result of solvency provisions of applicable law, the Corporation is unable to redeem all Retracted Shares, the undersigned will be deemed to have exercised the Exchange Right (as defined in the Voting and Exchange Agency Agreement) so as to require Ideal Accents, Inc. to purchase the unredeemed Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned: [ ] is (select one) [ ] is not a non-resident of Canada for purposes of the Income Tax Act (Canada). The undersigned acknowledges that, in the absence of an indication that the undersigned is not a non- resident of Canada, withholding on account of Canadian tax may be made from amounts payable to the undersigned on the redemption or purchase of the Retracted Shares. The undersigned hereby represents and warrants to the Corporation and NovaScotiaco that the undersigned has good title to, and owns, the share(s) represented by the Certificate to be acquired by the Corporation or NovaScotiaco, as the case may be, free and clear of all liens, claims and encumbrances. [ ] Please check box if the securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder from the Transfer Agent, failing which the securities and any cheque(s) will be mailed to the last address of the shareholder as it appears on the register. Date: ___________________________________________________________________________ Name of Person in Whose Name Securities or Cheque(s) are to be Registered, Issued or Delivered (please print) ___________________________________________________________________________ Xxxxxx Xxxxxxx xx X.X. Xxx Xxxxxxxxx xx Xxxxxxxxxxx Xxxx, Xxxxxxxx and Postal Code ___________________________________________________________________________ Signature Guaranteed by:

Appears in 1 contract

Samples: Support Agreement (Barnabus Energy, Inc.)

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