number of Shares required to be sold by such Other Securityholder shall be rounded down to the nearest whole number.
If any transaction or series of transactions contemplated in this section 3.4 requires shareholder or securityholder approval, each Shareholder that is required to sell Shares pursuant to this section 3.4 will participate fully in any such purchase and vote, or cause to be voted (in person, by proxy or by action by written consent, if applicable) all Shares held or beneficially owned by, or over which such holder exercises voting control or direction, in favour of, and to approve and adopt, as applicable, such transaction or transactions and all actions as may be necessary in connection therewith, including, if applicable, any required or related amendment to the notice of articles of the Company or the Amended Articles.
No Shareholder that may be required to sell Shares pursuant to this section 3.4 shall deposit, or permit any of their Affiliates to deposit, except as provided in this section 3.4 and in accordance with Article 27 of the Amended Articles, any Shares beneficially owned by such holder or Affiliate in any voting trust or subject any Shares to any agreement or arrangement with respect to the voting of such securities (other than proxies that may be granted from time to time in respect of specific meetings), unless specifically requested to do so by the Purchaser in connection with a sale pursuant to this section 3.4.
| ||(d) || |
Acknowledgement of Article 27.
Each Shareholder confirms and acknowledges that any Purchase Offer made and Drag Along Right exercised under this section 3.4 is subject to and shall be made in accordance with the terms and conditions of Article 27 of the Amended Articles.
|3.5 || |
Companys Option to Repurchase Shareholders Shares
In the event that a Shareholder becomes at any time employed, either directly or indirectly, with a Competitive Business, then at any time during the year following the date on which the Company becomes aware of the Shareholders employment with a Competitive Business, the Company may, in its sole discretion, repurchase all of the Shares held by the Shareholder on payment of the Repurchase Price for each Share to be repurchased together with all declared and unpaid dividends thereon. In the case of such repurchase, the Company will provide the Shareholder with not less than 30 days written notice of such repurchase by delivering a notice (the Repurchase Notice) to the Shareholder, specifying the date and place of repurchase, the Repurchase Price and the number of Shares to be repurchased. If a Repurchase Notice is delivered to the Shareholder by the Company and the Company deposits sufficient funds to repurchase the Shares in an account at a lending institution identified in the Repurchase Notice on or before the proposed date of repurchase, the Shares to be repurchased will be deemed to be repurchased and the Shareholder will have no further rights in respect thereof, except to receive the payment out of the funds so deposited by the Company.
|3.6 || |
Going Public Agreements
If the Company proceeds to list any shares of the Company on a public stock exchange or commences a public offering, each holder of an Option granted under the Plan will promptly enter into all such escrow,