Examples of RG Shares in a sentence
RG, Canco and the Trustee shall be entitled to deduct and withhold from any dividend, distribution, price or other consideration otherwise payable under this agreement to any holder of Exchangeable Shares or RG Shares such amounts as RG, Canco or the Trustee is required to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or United States tax Laws or any provision of provincial, state, local or foreign tax Law, in each case as amended or succeeded.
Notwithstanding the foregoing, but subject to Article 3, RG shall not be in violation of this Section 2.9 if any person or group of persons acting jointly or in concert acquire all or substantially all of the assets of RG or the RG Shares pursuant to any merger of RG pursuant to which RG was not the surviving corporation.
The Trustee shall mail or otherwise send to each Beneficiary, at the expense of RG, copies of all such materials (and all materials specifically directed to the Beneficiaries or to the Trustee for the benefit of the Beneficiaries by RG) received by the Trustee from RG contemporaneously with the sending of such materials to holders of RG Shares.
Any written materials distributed by the Trustee pursuant to this agreement shall be sent by mail (or otherwise communicated in the same manner as RG utilizes in communications to holders of RG Shares subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee) to each Beneficiary at its address as shown on the books of Canco.
RG agrees not to communicate with holders of RG Shares with respect to such written materials otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries.
RG hereby represents, warrants and covenants that the RG Shares issuable as described herein will be duly authorized and validly issued as fully paid and shall be free and clear of any lien, claim or encumbrance.
Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be the holder of the RG Shares delivered to it pursuant to the Exchange Right.
All such RG Shares shall be duly authorized and validly issued as fully paid and shall be free and clear of any lien, claim or encumbrance.
On such date, the cash and/or Exchangeable Shares and/or RG Shares to which the former holder of the certificate referred to in the preceding sentence was ultimately entitled shall be deemed to have been surrendered for no consideration to Canco.
The rights (“RG Rights”) issued under RG’s first amended and restated rights agreement, dated as of September 10, 2007, shall attach to all RG Shares and Exchangeable Shares issued in exchange for IRC Shares pursuant to the Arrangement.