Liquidation Call Right. In addition to the rights contained in the Exchangeable Share Provisions, Parent and Callco shall have the following rights and obligations in respect of the Exchangeable Shares:
Liquidation Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco shall have the following rights in respect of the Exchangeable Shares:
Liquidation Call Right. (a) ParentCo or, at ParentCo’s option, ParentCo Sub shall have the overriding right (the “Liquidation Call Right”), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of the Corporation as referred to in Article 5 of the Exchangeable Share Provisions, to purchase from all, but not less than all, of the holders of Exchangeable Shares on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder on payment by whichever of ParentCo and ParentCo Sub is exercising such right (the “LCR Exercising Party”) to each holder of the Exchangeable Share Price applicable on the last Business Day prior to the Liquidation Date (the “Liquidation Call Purchase Price”), which as provided in this section 3.1, shall be fully paid and satisfied by the delivery by, or on behalf of, the LCR Exercising Party of the Exchangeable Share Consideration representing the Liquidation Call Purchase Price. In the event of the exercise of the Liquidation Call Right, it is intended that each holder shall be obligated to sell all the Exchangeable Shares held by the holder to the LCR Exercising Party on the Liquidation Date on payment by the LCR Exercising Party to the holder of the Exchange Share Consideration representing the Liquidation Call Purchase Price for each such share, as provided in section 5.4 of the Exchangeable Share Provisions. The Corporation agrees, for the benefit of the LCR Exercising Party, to enforce against the holders of Exchangeable Shares the provisions of section 5.4 of the Exchangeable Share Provisions to such effect.
Liquidation Call Right. Subject to the requirements of Section 3.2, Parent shall have the overriding right (the “Liquidation Call Right”), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of Exchangeco and notwithstanding Article 6 of the Class B Share Provisions, to purchase from all, but not less than all, of the Class B Shareholders (other than any Class B Shareholder which is an Affiliate of Parent) on the Liquidation Date all, but not less than all, of the Class B Shares held by each such Class B Shareholder on payment by Parent to each such Class B Shareholder an amount per Class B Share equal to the Class B Share Consideration applicable on the Business Day prior to the Liquidation Date (the “Liquidation Call Purchase Price”). In the event of the exercise of the Liquidation Call Right by Parent, each Class B Shareholder (other than any Class B Shareholder which is an Affiliate of Parent) shall be obligated to sell all the Class B Shares held by such Class B Shareholder to Parent on the Liquidation Date on payment by Parent to the Class B Shareholder of the Liquidation Call Purchase Price, less any amounts on account of tax properly withheld in accordance with Section 13.3 of the Class B Share Provisions, for each such Class B Share, and Exchangeco shall have no obligation to pay the Liquidation Amount under Article 6 of the Class B Share Provisions to the holders of such Class B Shares so purchased by Parent.
Liquidation Call Right. (a) OSI or OSI ULC shall have the overriding right (the "Liquidation Call Right"), in the event of and notwithstanding any proposed liquidation, dissolution or winding-up of the Corporation as referred to in Article 5 of the Exchangeable Share Provisions, to purchase directly from all but not less than all of the holders (other than OSI or any Subsidiary thereof) of Exchangeable Shares on the Liquidation Date all but not less than all of the Exchangeable Shares held by such holders on payment by OSI or OSI ULC to each holder of the Exchangeable Share Price applicable on the last Business Day prior to the Liquidation Date (the "Liquidation Call Purchase Price") in accordance with subsection 1.3(c). In the event of the exercise of the Liquidation Call Right by OSI or OSI ULC, each holder shall be obligated to sell all the Exchangeable Shares held by such holder to OSI or OSI ULC on the Liquidation Date on payment by OSI or OSI ULC to the holder of the Liquidation Call Purchase Price for each such share.
Liquidation Call Right. Without limiting US Gold's and Callco's other rights contained in the Exchangeable Share Provisions, including the Retraction Call Right, US Gold and Callco shall have the following rights in respect of the Exchangeable Shares:
Liquidation Call Right. The parties hereby acknowledge the rights and obligations of CallCo in respect of the Exchangeable Shares as contained in Section 26.17 of the Exchangeable Share Provisions.
Liquidation Call Right. CallCo shall have the following rights and obligations in respect of the Exchangeable Shares:
Liquidation Call Right. Subject to the requirements of Section 3.2, Callco shall have the overriding right (the “Liquidation Call Right”), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of Exchangeco and notwithstanding Article 6 of the Exchangeable Share Provisions, to purchase from all, but not less than all, of the Exchangeable Shareholders (other than any Exchangeable Shareholder which is an Affiliate of GMS) on the Liquidation Date all, but not less than all, of the Exchangeable Shares held by each such Exchangeable Shareholder on payment by Callco to each such Exchangeable Shareholder an amount per Exchangeable Share equal to the Exchangeable Share Consideration applicable on the Business Day prior to the Liquidation Date (the “Liquidation Call Purchase Price”). In the event of the exercise of the Liquidation Call Right by Callco, each Exchangeable Shareholder (other than any Exchangeable Shareholder which is an Affiliate of GMS) shall be obligated to sell all the Exchangeable Shares held by such Exchangeable Shareholder to Callco on the Liquidation Date on payment by Callco to the Exchangeable Shareholder of the Liquidation Call Purchase Price less any amounts on account of tax required or permitted (to the extent that absent such permitted withholding, the payor would be liable for taxes, interest and/or penalties in connection with the payment) to be deducted and withheld therefrom under applicable law for each such Exchangeable Share and Exchangeco shall have no obligation to pay the Liquidation Amount to the holders of such Exchangeable Shares so purchased by Callco.
Liquidation Call Right. In the event of the liquidation, dissolution or winding-up of Newco, whether voluntary or involuntary, or any other distribution of the assets of Newco among its shareholders for the purpose of winding-up its affairs, Wendy's shall have the overriding right (the "Liquidation Call Right") to purchase all, but not less than all, of the Newco Exchangeable Shares from Seller for an amount per share (the "Liquidation Call Price") equal to (a) the Current Market Price of the Specified Number of Wendy's Common Shares on the last Business Day prior to the date on which Newco's assets shall be distributed to its shareholders in connection with such liquidation, dissolution or winding-up (the "Newco Liquidation Date"), which amount shall be satisfied in full by Wendy's causing to be delivered to Seller (or to the Escrow Agent in the case of Newco Exchangeable Shares then being held in escrow pursuant to the Escrow Agreement), the Specified Number of Wendy's Common Shares (less any Taxes) plus (b) the amount by which the declared and unpaid dividends on one Newco Exchangeable Share exceed, if at all, the declared and unpaid dividends on the Specified Number of Wendy's Common Shares (calculated as of the date of declaration of such dividend or
