NetGateway definition
NetGateway shall have the overriding right (the "Redemption Call Right"), notwithstanding the proposed redemption of the Exchangeable Shares by the Corporation pursuant to Article 7 of the Exchangeable Share Provisions, to purchase from all but not less than all of the holders (other than NetGateway or any Subsidiary thereof) of Exchangeable Shares on the Automatic Redemption Date all but not less than all of the Exchangeable Shares held by each such holder on payment by NetGateway to the holder of the Exchangeable Share Price applicable on the last Business Day prior to the Automatic Redemption Date (the "Redemption Call Purchase Price") which, as provided in this Section 6.1, shall be fully paid and satisfied by the delivery by or on behalf of NetGateway of the Exchangeable Share Consideration representing the Redemption Call Purchase Price. In the event of the exercise of the Redemption Call Right by NetGateway, each holder shall be obligated to sell all the Exchangeable Shares held by the holder to NetGateway on the Automatic Redemption Date on payment by NetGateway to the holder of the Redemption Call Purchase Price for each such share. In connection with payment of the Exchangeable Share Consideration representing the total Redemption Call Purchase Price, NetGateway shall be entitled to liquidate some of the NetGateway Common Stock that would be otherwise deliverable to the particular holder of Exchangeable Shares in order to fund any statutory withholding tax obligation.