Common use of Termination of Voting Rights Clause in Contracts

Termination of Voting Rights. All of the rights of the Holder with respect to the Holder Votes exercisable in respect of the Exchangeable Shares held by the Holder shall be deemed to be surrendered by the Holder to the Parent and such Holder Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by the Holder to the Parent or the Corporation of the certificates representing such Exchangeable Shares in connection with the exercise by the Holder of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shares, as specified in Article 4 hereof (unless in either case (a) the Parent shall not have delivered the requisite Parent Common Shares issuable in exchange therefor to the Holder or (b) such exchange of Exchangeable Shares for Parent Common Shares occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent Consent), or upon the retraction of Exchangeable Shares pursuant to Article 6 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of the Corporation pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the Holder by the Parent pursuant to the exercise by the Parent of the Retraction Call Right or the Liquidation Call Right (unless the Parent shall not have delivered the requisite Parent Common Shares and cheque, if any, deliverable in exchange thereof to the Holder and such retraction or purchase occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent Consent).

Appears in 2 contracts

Samples: Voting and Exchange Agreement (Caldera Corp /Fl/), Voting and Exchange Agreement (Caldera Corp /Fl/)

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Termination of Voting Rights. All of the rights of the Holder a Beneficiary with respect to the Holder Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the Holder right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Holder Beneficiary to RTO Acquiror or Callco, as the Parent case may be, and such Holder Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon (i) the delivery by the Holder such holder to the Parent or the Corporation Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Holder of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common RTO Acquiror Shares, as specified in Article 4 hereof 5 (unless in either case (a) the Parent RTO Acquiror shall not have delivered the requisite Parent Common RTO Acquiror Shares issuable in exchange therefor to the Holder or (b) such exchange of Exchangeable Shares for Parent Common Shares occurs after Trustee pending delivery to the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent ConsentBeneficiaries), or upon (ii) the retraction or redemption of Exchangeable Shares pursuant to Article Section 6 or 7 of the Exchangeable Share Provisions, or upon (iii) the effective date of the liquidation, dissolution or winding-up of the Corporation Canco pursuant to Article Section 5 of the Exchangeable Share Provisions, or (iv) the purchase of Exchangeable Shares from the holder thereof by RTO Acquiror or Callco pursuant to the exercise by RTO Acquiror or Callco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right, or upon the purchase of Exchangeable Shares from form the Holder holders thereof by the Parent RTO Acquiror or Callco pursuant to the exercise by the Parent RTO Acquiror or Callco of the Retraction Call Right or the Liquidation Change of Law Call Right (unless as defined in the Parent Plan of Arrangement) (unless, in any case, RTO Acquiror or Callco, as the case may be, shall not have delivered the requisite Parent Common Shares and cheque, if any, deliverable consideration in exchange thereof to the Holder and such retraction or purchase occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent Consenttherefor).

Appears in 1 contract

Samples: Arrangement Agreement (Torchlight Energy Resources Inc)

Termination of Voting Rights. All Except with respect to a Parent Meeting or Parent Consent for which the record date has occurred, all of the rights of the a Holder with respect to the Holder Votes exercisable in respect of the Exchangeable Shares held by such Holder, including the right to instruct the Trustee as to the voting of or to vote personally such Holder Votes, shall be deemed to be surrendered by the Holder to the Parent and such Holder Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by the such Holder to the Parent or the Corporation Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Holder of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shares, as specified in Article 4 hereof pursuant to the Automatic Exchange Rights (unless in either case (a) the Parent shall not have delivered the requisite shares of Parent Common Shares Stock issuable in exchange therefor to the Holder or (b) such exchange of Exchangeable Shares Trustee for Parent Common Shares occurs after delivery to the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent ConsentHolders), or upon the retraction redemption of Exchangeable Shares pursuant to Article 5 or Article 6 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of the Corporation Acquisition Sub pursuant to Article 5 4 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the Holder holder thereof by the Parent pursuant to the exercise by the Parent of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right (unless Right. Acquisition Sub shall cause the Parent shall not have delivered Transfer Agent to notify the requisite Parent Common Shares and cheque, if any, deliverable in exchange thereof to the Holder and such retraction or purchase occurs after the close of business on the record date for a Parent Meeting or the seeking Trustee of a redemption of Exchangeable Shares pursuant to Articles 5 and 6 of the Exchangeable Share Provisions or upon the liquidation, dissolution or winding-up of Acquisition Sub pursuant to Article 4 of the Exchangeable Share Provisions or upon the exercise by Parent Consent but prior to such Parent Meeting of the Retraction Call Right, Liquidation Call Right or the effective date of such Parent Consent)Redemption Call Right.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Cubist Pharmaceuticals Inc)

Termination of Voting Rights. All of the rights of the Holder a Beneficiary with respect to the Holder Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the Holder right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Holder Beneficiary to RTO Acquiror or Callco, as the Parent case may be, and such Holder Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon (i) the delivery by the Holder such holder to the Parent or the Corporation Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Holder of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common RTO Acquiror Shares, as specified in Article 4 hereof 5 (unless in either case (a) the Parent RTO Acquiror shall not have delivered the requisite Parent Common RTO Acquiror Shares issuable in exchange therefor to the Holder or (b) such exchange of Exchangeable Shares for Parent Common Shares occurs after Trustee pending delivery to the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent ConsentBeneficiaries), or upon (ii) the retraction or redemption of Exchangeable Shares pursuant to Article Section 6 or 7 of the Exchangeable Share Provisions, or upon (iii) the effective date of the liquidation, dissolution or winding-winding- up of the Corporation Canco pursuant to Article Section 5 of the Exchangeable Share Provisions, or (iv) the purchase of Exchangeable Shares from the holder thereof by RTO Acquiror or Callco pursuant to the exercise by RTO Acquiror or Callco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right, or upon the purchase of Exchangeable Shares from form the Holder holders thereof by the Parent RTO Acquiror or Callco pursuant to the exercise by the Parent RTO Acquiror or Callco of the Retraction Call Right or the Liquidation Change of Law Call Right (unless as defined in the Parent Plan of Arrangement) (unless, in any case, RTO Acquiror or Callco, as the case may be, shall not have delivered the requisite Parent Common Shares and cheque, if any, deliverable consideration in exchange thereof to the Holder and such retraction or purchase occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent Consenttherefor).

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Meta Materials Inc.)

Termination of Voting Rights. All of the rights of the Holder a Beneficiary with respect to the Holder Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the Holder right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Holder Beneficiary to the Parent and such Holder Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by the Holder such holder to the Parent or the Corporation Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Holder Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common SharesAutomatic Exchange Rights, as specified in Article 4 2 hereof (unless in either case (a) the Parent shall not have delivered the requisite Parent Common Shares issuable in exchange therefor to the Holder or (b) such exchange of Exchangeable Shares for Parent Common Shares occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent Consent), or upon the retraction or redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, respectively, or upon the effective date of the liquidation, dissolution or winding-up of the Corporation pursuant to Article 5 of the Exchangeable Share ProvisionsLiquidation Date, or upon the purchase of Exchangeable Shares from the Holder holder thereof by the Parent CanCo pursuant to the exercise by the Parent CanCo of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right (unless the Parent CanCo shall not have delivered the requisite Parent Common Shares and cheque, if any, deliverable in exchange thereof to the Holder Trustee for delivery to the Beneficiaries and such redemption, retraction or purchase occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent Consent).

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Photon Dynamics Inc)

Termination of Voting Rights. All Except with respect to a Parent Meeting or Parent Consent for which the record date has occurred, all of the rights of the a Holder with respect to the Holder Votes exercisable in respect of the Exchangeable Shares held by such Holder, including the right to instruct the Trustee as to the voting of or to vote personally such Holder Votes, shall be deemed to be surrendered by the Holder to the Parent and such Holder Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by the such Holder to the Parent or the Corporation Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Holder of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shares, as specified in Article 4 hereof pursuant to the Automatic Exchange Rights (unless in either case (a) the Parent CDN2 shall not have delivered the requisite Parent Common Shares issuable in exchange therefor to the Holder or (b) such exchange of Exchangeable Shares Trustee for Parent Common Shares occurs after delivery to the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent ConsentHolders), or upon the retraction redemption of Exchangeable Shares pursuant to Article 5 or Article 6 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of the Corporation Acquisition Sub pursuant to Article 5 4 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the Holder holder thereof by the Parent CDN2 pursuant to the exercise by the Parent CDN2 of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right (unless Right. Acquisition Sub shall cause the Parent shall not have delivered Transfer Agent to notify the requisite Parent Common Shares and cheque, if any, deliverable in exchange thereof to the Holder and such retraction or purchase occurs after the close of business on the record date for a Parent Meeting or the seeking Trustee of a Parent Consent but prior redemption of Exchangeable Shares pursuant to such Parent Meeting Articles 5 and 6 of the Exchangeable Share Provisions or upon the effective date liquidation, dissolution or winding-up of such Parent Consent)Acquisition Sub pursuant to Article 4 of the Exchangeable Share Provisions or upon the exercise by CDN2 of the Retraction Call Right, Liquidation Call Right or Redemption Call Right.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Broadcom Corp)

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Termination of Voting Rights. All of the rights of the Holder a Beneficiary with respect to the Holder Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the Holder right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Holder Beneficiary to the Parent and such Holder Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by the Holder such holder to the Parent or the Corporation Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Holder Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shares, as specified in Article 4 5 hereof (unless in either case (a) the Parent Dutchco shall not have delivered the requisite Parent Common Shares issuable in exchange therefor to the Holder Trustee for delivery to the Beneficiaries or (b) such exchange of Exchangeable Shares for Parent Common Shares occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent Consent), or upon the retraction or redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, respectively, or upon the effective date of the liquidation, dissolution or winding-up of the Corporation pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the Holder holder thereof by the Parent Dutchco pursuant to the exercise by the Parent Dutchco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right (unless the Parent Dutchco shall not have delivered the requisite Parent Common Shares and cheque, if any, deliverable in exchange thereof to the Holder Trustee for delivery to the Beneficiaries and such redemption, retraction or purchase occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent Consent).

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Discreet Logic Inc)

Termination of Voting Rights. All Except as otherwise provided herein or in the Exchangeable Share Provisions, all of the rights of the a Holder with respect to the Holder Votes exercisable in respect of the Exchangeable Shares held by such Holder, including the right to instruct the Trustee as to the voting of or to vote personally such Holder Votes, shall be deemed to be surrendered by the Holder to the Parent RVI, and such Holder Votes and the Voting Rights represented thereby shall cease immediately immediately, upon the delivery by the such Holder to the Parent or the Corporation Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Holder of the Exchange Put Right or the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent shares of RVI Common SharesStock, as specified in Article 4 5 hereof (unless in either any case (a) the Parent RVI or RVI Holdco shall not have delivered the requisite Parent Common Shares issuable Exchangeable Share Consideration deliverable in exchange therefor to the Holder or (b) such exchange of Exchangeable Shares Trustee for Parent Common Shares occurs after delivery to the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent ConsentHolders), or upon the retraction redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of RVI Sub or any other distribution of the Corporation assets of RVI Sub among its shareholders for the purpose of winding up its affairs pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the Holder holder thereof by the Parent RVI pursuant to the exercise by the Parent RVI of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right. Exchange Right and Automatic Exchange Grant and Ownership of the Exchange Put Right, Exchange Right and Automatic Exchange Right RVI hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Holders: the Exchange Put Right; the right (unless the Parent "Exchange Right"), upon the occurrence and during the continuance of an Insolvency Event, to require RVI to purchase from each or any Holder all or any part of the Exchangeable Shares held by the Holders, [provided that, upon exercise of such right, RVI may, at its option, cause RVI Holdco to purchase such shares;] and the Automatic Exchange Rights, all in accordance with the provisions of this agreement and the Exchangeable Share Provisions, as the case may be. RVI hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Holders of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights by RVI to the Trustee. During the term of the Trust and subject to the terms and conditions of this agreement, the Trustee shall possess and be vested with full legal ownership of the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise and enforce for the benefit of the Holders all of the rights and powers of an owner with respect to the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights, provided that the Trustee shall: hold the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights and the legal title thereto as trustee solely for the use and benefit of the Holders in accordance with the provisions of this agreement; and except as specifically authorized by this agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights, and the Trustee shall not have delivered exercise any such rights for any purpose other than the requisite Parent Common purposes for which this Trust is created pursuant to this agreement. Legended Share Certificates RVI Sub will cause each certificate representing Exchangeable Shares and cheque, if any, deliverable in exchange thereof to bear an appropriate legend notifying the Holders of: their right to instruct the Trustee with respect to the Holder exercise of the Exchange Put Right and such retraction or purchase occurs after the close Exchange Right in respect of business on the record date for Exchangeable Shares held by a Parent Meeting or Holder; and the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent Consent)Automatic Exchange Rights.

Appears in 1 contract

Samples: Combination Agreement (Rubincon Ventures Inc)

Termination of Voting Rights. All of the rights of the Holder a Beneficiary with respect to the Holder Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the Holder right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Holder Beneficiary to the Parent and such Holder Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by the Holder such holder to the Parent or the Corporation Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Holder Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shares, as specified in Article 4 5 hereof (unless in either case (a) the Parent Dutchco shall not have delivered the requisite Parent Common Shares issuable in exchange therefor to the Holder Trustee for delivery to the Beneficiaries or (b) such exchange of Exchangeable Shares for Parent Common Shares occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent Consent), or upon the retraction or redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, respectively, or upon the effective date of the liquidation, dissolution or winding-up of the Corporation pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the Holder holder thereof by the Parent Dutchco pursuant to the exercise by the Parent Dutchco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right (unless the Parent Dutchco shall not have delivered the requisite Parent Common Shares and cheque, if any, deliverable in exchange thereof to the Holder Trustee for delivery to the Beneficiaries and such redemption, retraction or purchase occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent Consent).. 9

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement Agreement (Autodesk Inc)

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