Sample Clauses for Share Provisions Class A Voting Common Shares
The rights, privileges, restrictions and conditions attaching to the Class A Voting Common Shares are as follows:
(a)Dividend Rights
Subject to the prior rights of any other class of shares for dividends and not otherwise, the holders of the Class A Voting Common Shares shall be entitled to receive dividends as and when declared by the directors from time to time out of the assets of the Corporation properly applicable to the payment of dividends and the amount per share of each such dividend shall be determined by the directors of the Corporation at the time of declaration. [Notwithstanding the foregoing, the directors may declare in their absolute discretion dividends on the Class A Voting Common Shares of the Corporation in priority to or after dividends, if any, which may be declared or paid on any other class of shares or the common shares of the Corporation.]
(b)Voting Rights
The holders of the Class A Voting Common Shares shall be entitled to receive notice of and to attend all meetings of the shareholders of the Corporation and shall be entitled to one (1) vote for each such share held by the shareholder at all shareholders' meetings, except meetings at which only holders of another specified class of shares other than the Class A Voting Common Shares are entitled to vote.
(c)Purchase for Cancellation
Subject to the requirements of the Act, the Corporation shall have the right at its option at any time and from time to time to purchase for cancellation all or any part of the issued and outstanding Class A Voting Common Shares pursuant to tenders or, with the unanimous consent of the holders of all issued Class A Voting Common Shares, only upon the terms set out herein. If in response to an invitation for tenders, two (2) or more shareholders submit tenders at the same price and if such tenders are accepted by the Corporation in whole or in part, then, unless the Corporation accepts all such tenders in whole, the Corporation shall accept tenders in proportion as nearly as may be to the number of shares offered in each such tender.
Class B Non-Voting Common Shares
The rights, privileges, restrictions and conditions attaching to the Class B Non-Voting Common Shares are as follows:
(a)Dividend Rights
Subject to the prior rights of any other class of shares for dividends and not otherwise, the holders of the Class B Non-Voting Common Shares shall be entitled to receive dividends as and when declared by the directors from time to time out of the assets of the Corporation properly applicable to the payment of dividends and the amount per share of each such dividend shall be determined by the directors of the Corporation at the time of declaration. [Notwithstanding the foregoing, the directors may declare in their absolute discretion dividends on the Class B Non-Voting Common Shares of the Corporation in priority to or after dividends, if any, which may be declared or paid on any other class of shares or the common shares of the Corporation.]
(b)Non-Voting Provisions
The holders of the Class B Non-Voting Common Shares shall not be entitled to receive notice of nor to attend nor to vote at meetings of the shareholders of the Corporation other than at a meeting of the holders of the Class B Non-Voting Common shares voting separately as a class and accordingly shall not have the right, as such, to vote, inter alia, in any election of the directors or auditors of the Corporation. The holders of the Class B Non-Voting Common Shares shall, however, receive notice of any meeting of the shareholders of the Corporation called for the purposes of authorizing any matter in respect of which the holders of the Class B Non-Voting Common Shares would be entitled to vote separately as a class pursuant to the Act.
(c)Purchase for Cancellation
The Corporation shall have the right at its option at any time and from time to time to purchase for cancellation all or any part of the issued and outstanding Class B Non-Voting Common Shares pursuant to tenders or, with the unanimous consent of the holders of all issued Class B Non-Voting Common Shares, only upon the terms set out herein. If in response to an invitation for tenders, two (2) or more shareholders submit tenders at the same price and if such tenders are accepted by the Corporation in whole or in part, then, unless the Corporation accepts all such tenders in whole, the Corporation shall accept tenders in proportion as nearly as may be to the number of shares offered in each such tender.
Class A Voting Redeemable Retractable Special Shares
The rights, privileges, restrictions and conditions attaching to the Class A Voting Redeemable Retractable Special Shares are as follows:
(a)Voting
The holders of the Class A Special Shares shall be entitled to receive notice of and to attend all meetings of the shareholders of the Corporation and shall be entitled to one (1) vote for each such share held by the shareholder at all shareholders' meetings, except meetings at which only holders of another specified class other than the Class A Special Shares are entitled to vote.
(b)Dividend
Subject of the prior rights of any other class of shares for dividends and not otherwise, the holders of the Class A Special Shares shall be entitled to receive dividends as and when declared by the directors from time to time out of the assets of the Corporation properly applicable to the payment of dividends and the amount per share of each such dividend shall be determined by the directors of the Corporation at the time of declaration. [Notwithstanding the foregoing, the directors may declare in their absolute discretion dividends on the Class A Special Shares of the Corporation in priority to or after dividends, if any, which may be declared or paid on any other class of shares including the common shares of the Corporation.]
(c)Redemption Amount
The "Class A Special Share Redemption Amount" of each Class A Special Share shall be the quotient where the numerator is equal to the fair market value of the assets transferred to the Corporation for the issue of such Class A Special Share less the fair market value of any non-share consideration (if any) issued by the Corporation at the time of such asset transfer; and the denominator is the number of Class A Special Shares issued and outstanding.
(d)Price Adjustment Clause
The provisions of this [Section I] in respect of the Class A Redemption Amount shall be subject to the provisions of this [Section 1.7(a)]. In the event that for the purpose of administering the Income Tax Act (Canada) and determining the fair market value of any property exchanged with the Corporation for the Class A Special Shares, any competent taxing authority (the "Department") alleges [,prior to the expiration of the limitation period for assessments and reassessments under the Income Tax Act (Canada),] that the fair market value of any property exchanged with the Corporation for Class A Special Shares is greater or less than the Class A Redemption Amount of all the Class A Special Shares so issued as agreed and determined by the Corporation and the holders of the Class A Special Shares, the Class A Redemption Amount shall be increased or decreased to reflect the Final Determination (as defined below) of the fair market value of the Class A Special Shares. The adjustment to the Class A Redemption Amount per share shall be equal to the total increase or decrease in the total redemption value divided by the number of Class A Special Shares so issued. The Class A Redemption Amount so adjusted shall be deemed retroactive to the date of the first issuance to have been its Class A Redemption Amount. In the event that any of the Class A Special Shares have been redeemed prior to the date of the Final determination, cash settlements will be made by the holder of the said shares or the Corporation as the case may be. "Final Determination" means the earliest to occur of the following events:
(i)the concurring decision of the Department, the Corporation and the holders of Class A Special Shares, as to the fair market vale of the property, including any shares or assets sold, exchanged or transferred for such Class A Special Shares; and
(ii)the determination of the fair market value of the property, including any shares or assets sold, exchanged or transferred for such Class A Special Shares by a Court having jurisdiction in the matter (after all appeal rights have been exhausted or all times for appeal have expired).[1]
(e)Redemption Right
At any time the Corporation shall be entitled to redeem all or any part of the Class A Special Shares by paying an amount per share redeemed equal to the Class A Special Share Redemption Amount, together with an amount equal to all dividends declared and unpaid thereon to the redemption date. Unless otherwise agreed upon by the Corporation and each holder of Class A Special Shares to be redeemed, not less than thirty (30) days' notice in writing of such redemption shall be given by mailing such notice to the registered holders of Class A Special Shares to be redeemed, specifying the date and place of redemption; if notices of any such redemption be given by the Corporation in the manner aforesaid, and if amounts sufficient to redeem the Class A Special Shares be deposited with any trust company or chartered bank in Canada, as specified in the notice, on or before the date fixed for redemption, dividends on the Class A Special Shares to be redeemed shall cease after the date so fixed for redemption and the holders thereof shall thereafter have no rights against the Corporation in respect thereof except, upon the surrender of the share certificate or certificates representing such shares to be redeemed, to receive payment therefor out of the moneys so deposited. In case a part only of the then outstanding Class A Special Shares is at any time to be redeemed, the shares so to be redeemed shall be selected by lot in such manner as the directors in their discretion shall decide upon or, if the directors so determine may be redeemed pro rata, disregarding fractions, and the directors may make such adjustments as may be necessary to avoid the redemption of fractional parts of shares.
(f)Retraction Right
At any time a holder of a Class A Special Share shall be entitled to require the Corporation to redeem all or any part of such holder's Class A Special Shares by paying an amount per share redeemed equal to the Class A Special Share Redemption Amount, together with an amount equal to all non-cumulative dividends declared and unpaid thereon to the redemption date. A holder of Class A Special Shares desiring to have Class A Special Shares redeemed by the Corporation pursuant to this section shall deposit with the Corporation at any office of the Corporation the certificates representing such Class A Special Shares as the holder wishes to have redeemed, together with a notice requiring the redemption of all or a specific number of the shares represented by such certificates. The Corporation shall pay to a holder who so deposits certificates representing Class A Special Shares the Class A Special Share Redemption Amount for the shares to be redeemed, as specified in the above notice from the holder, within thirty (30) days after such deposit. Such payment shall be made by cheque payable at par at any branch of the Corporation's bankers for the time being in Canada. If a holder of Class A Special Shares specifies in the above notice that a part only of the Class A Special Shares represented by any deposited share certificate is to be redeemed, the Corporation shall issue and deliver to such holder, at the expense of the Corporation, a new share certificate representing the Class A Special Shares which are not to be redeemed. Upon payment by the Corporation of the Class A Special Share Redemption Amount for the Class A Special Shares so deposited by any holder, such holder, in respect of those Class A Special Shares, shall cease to be entitled to exercise any of the rights of a holder of Class A Special Shares.
(g)Satisfaction of Redemption
The Corporation shall be entitled, at its option, to pay and satisfy the Class A Special Share Redemption Amount in respect of any Class A Special Shares redeemed pursuant to paragraphs (e) or (f) hereof by issuance of the Corporation's promissory note, payable on demand and without interest, with a principal amount equal to the Class A Special Share Redemption Amount of the shares so redeemed.
(h)Purchase for Cancellation
The Corporation shall have the right at its option at any time and from time to time to purchase for cancellation all or any part of the issued and outstanding Class A Special Shares pursuant to tenders or, with the unanimous consent of the holders of all issued Class A Special Shares, only upon the terms set out herein but at a price not exceeding the Class A Special Share Redemption Amount. If in response to an invitation for tenders, two (2) or more shareholders submit tenders at the same price and if such tenders are accepted by the Corporation in whole or in part, then, unless the Corporation accepts all such tenders in whole, the Corporation shall accept tenders in proportion as nearly as may be to the number of shares offered in each such tender.
Liquidation Clause
In the event of the liquidation, dissolution or winding-up of the Corporation, or other distribution of its assets among the shareholders for the purposes of winding up its affairs, the assets of the Corporation shall be distributed among the shareholders according to the Redemption Amount of the class of shares held by them in the order set out below. Each class shall be paid in full and in priority to the other classes set out below:
(a)Class A Special; and
(b)the remainder divided among the holders of the Class A Voting Common Shares and Class B Non-Voting Common Shares pro rata.
After the foregoing distribution, the shareholders shall not be entitled to share any further in the distribution of the property or assets of the Corporation.
Conversion Clause
This clause can be used to specify the terms of conversion of one class of shares to another class of shares. The anti-dilution clause contained in the exchangeable share provisions should also be used with convertible shares.
Conversion Clause
The Corporation may, at its option, convert all (but not less than all) of the outstanding Class A Special Shares into common shares at a rate of [number] Class A Special Shares for each common share at any time, by notice in writing to the holders of the outstanding Class A Special Shares, specifying the date fixed for such conversion. Upon surrender of the certificates representing the Class A Special Shares to be converted the holders thereof shall, on the date so fixed for the conversion, be entitled to receive certificates for the common shares resulting from such conversion. At any time after, any holder of Class A Special Shares shall be entitled to send a written notice to the Corporation requiring that all, but not less than all, of such holder's Class A Special Shares be converted into common shares at a rate of [number] Class A Special Shares for each common share and specifying a date for such conversion, whereupon such shares shall be converted in the same manner aforesaid.
Exchange Clause
The following clauses are used where the shareholder has the right to exchange current shareholdings for other shares. These shares are used where the shares will be exchanged for public corporation shares. The disposition or exchange will normally be a taxable transaction. The anti-dilution clause should also be used in respect of convertible shares.
(a)Exchange at Option of Holder
(i)Subject to applicable law, a holder of Exchangeable Shares shall be entitled at any time to require the Corporation to redeem, on the fifth Business Day after the date on which the Retraction Request is received by the Corporation (the "Retraction Date"), any or all of the Exchangeable Shares registered in the name of such holder for the *[Number] of *[Parentco] Common Stock for each Exchangeable Share presented and surrendered by the holder, (the "Retraction Price"). To effect a redemption under this Section, the holder must present and surrender at the registered office of the Corporation the certificate representing the Exchangeable Shares that 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 and such additional documents and instruments as the Corporation may reasonably require, together with a duly executed statement (the "Retraction Request") in the form of Schedule A hereto or in such other form as may be acceptable to the Corporation specifying that the holder desires to have all or any number specified therein of the Exchangeable Shares represented by such certificate (the "Retracted Shares") redeemed by the Corporation.
(ii)In the case of a redemption of Exchangeable Shares under this Section, upon receipt by the Corporation in the manner specified in Section (i) hereof of a certificate representing the number of Exchangeable Shares which the holder desires to have the Corporation redeem, together with a Retraction Request, and provided that the Retraction Request is not revoked by the holder in the manner specified in Section (v), the Corporation shall redeem the Retracted Shares effective at the close of business on the Retraction Date. On the Retraction Date, the Corporation shall deliver to the relevant holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or at the address specified in the holder's Retraction Request or by holding for pick-up by the holder at the registered office of the Corporation, a certificate representing the number of shares of *[Parentco] Common Stock to which such holder is entitled (which shares shall be duly issued as fully paid and non-assessable shall be free and clear of any lien, claim, encumbrance, security interest or adverse claim) registered in the name of the holder or in such other name as the holder may request in payment of the Retraction Price and such delivery of such certificate by the Corporation shall be deemed to be payment of and shall satisfy and discharge all liability for the Retraction Price to the extent that the same is represented by such share certificates. If only a part of the Exchangeable Shares represented by any certificate is redeemed, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of the Corporation.