Common use of Attributes of the Offered Securities Clause in Contracts

Attributes of the Offered Securities. 2.1 The Debentures to be issued and sold under this Agreement by the Corporation will, upon receipt of payment therefor by the Corporation, be duly and validly created and issued by the Corporation and the Debentures will, among other things: (a) have the Maturity Date and interest rate as contemplated herein; (b) be convertible at the option of the holder into Common Shares at any time prior to the earlier of the close of business on the business day immediately preceding the Maturity Date and the business day immediately preceding the date specified by the Corporation for redemption of the Debentures at the Conversion Price; (c) be redeemable by the Corporation, in whole or in part, (i) on or after January 31, 2021 and prior to January 31, 2023 at a price equal to their principal amount plus accrued and unpaid interest, provided that the daily volume weighted average price of the Common Shares on the TSX, averaged for the 20 consecutive trading days ending five trading days preceding the date of notice of redemption (or, if Common Shares are not listed on the TSX or any other market, the fair market value of the Common Shares as determined by an independent financial advisor retained by the Corporation) is not less than 125% of the Conversion Price and (ii) on or after January 31, 2023 and prior to the Maturity Date, at any time at a price equal to their principal amount plus accrued and unpaid interest; and (d) rank subordinate to all existing and future senior secured and senior unsecured indebtedness (as described in the Offering Documents), and will otherwise have the attributes described in the Offering Documents, subject to those modifications or changes (if any) prior to the Closing Date as may be agreed to in writing by the Corporation and the Underwriters.

Appears in 1 contract

Sources: Underwriting Agreement (Atlantic Power Corp)

Attributes of the Offered Securities. 2.1 The Debentures to be issued and sold under this Agreement by the Corporation will, upon receipt of payment therefor by the Corporation, be duly and validly created and issued by the Corporation and the Debentures will, among other things, be: (a) have the Maturity Date and interest rate as contemplated herein; (b) be convertible at the option of the holder into Common Shares at any time prior to the earlier of the close of business on the business day immediately preceding the Maturity Date and the business day immediately preceding the date specified by the Corporation for redemption of the Debentures at the Conversion Price; (cb) be redeemable by the Corporation, in whole or in part, (i) on or after January 31, 2021 · and prior to January 31, 2023 · at a price equal to their principal amount plus accrued and unpaid interest, provided that the daily volume weighted average price of the Common Shares on the TSX, averaged NYSE for the 20 consecutive trading days ending five trading days preceding the date of notice of redemption (or, if Common Shares are not listed on the TSX NYSE or any other market, the fair market value of the Common Shares as determined by an independent financial advisor retained by the Corporation) is not less than 125·% of the Conversion Price and (ii) on or after January 31, 2023 · and prior to the Maturity Date, at any time at a price equal to their principal amount plus accrued and unpaid interest; and (dc) rank subordinate to all existing and future senior secured and senior unsecured indebtedness (as described in the Offering Documents), and will otherwise have the attributes described in the Offering Documents, subject to those modifications or changes (if any) prior to the Closing Date as may be agreed to in writing by the Corporation and the Underwriters.

Appears in 1 contract

Sources: Underwriting Agreement (Atlantic Power Corp)

Attributes of the Offered Securities. 2.1 The Initial Debentures to be issued and sold under this Agreement by the Corporation will, upon receipt of payment therefor by the Corporation, be duly and validly created and issued by the Corporation and the Initial Debentures will, among other things, be: (a) have the Maturity Date and interest rate as contemplated herein; (b) be convertible at the option of the holder into Common Shares at any time prior to the earlier of the close of business on the business day immediately preceding the Maturity Date and the business day immediately preceding the date specified by the Corporation for redemption of the Debentures at the Conversion Price; (cb) be redeemable by the Corporation, in whole or in part, (i) on or after January 31, 2021 [·] and prior to January 31, 2023 [·] at a price equal to their principal amount plus accrued and unpaid interest, provided that the daily volume weighted average trading price of the Common Shares on the TSX, averaged TSX for the 20 consecutive trading days ending five trading days preceding the date of notice of redemption (or, if Common Shares are not listed on the TSX or any other market, the fair market value of the Common Shares as determined by an independent financial advisor retained by the Corporation) is not less than 125% of the Conversion Price and (ii) on or after January 31, 2023 [·] and prior to the Maturity Date, at any time at a price equal to their principal amount plus accrued and unpaid interest; and (dc) rank subordinate to all existing and future senior secured and senior unsecured indebtedness (as described in the Offering Documents), and will otherwise have the attributes described in the Offering Documents, subject to those modifications or changes (if any) prior to the Closing Date as may be agreed to in writing by the Corporation and the Underwriters. 2.2 The Over-Allotment Debentures to be issued and sold under this Agreement by the Corporation will, upon proper exercise of the Over-Allotment Option and receipt of payment therefor by the Corporation be duly and validly created and issued by the Corporation and will have the attributes described in Section 2.1, subject to those modifications or changes (if any) prior to the Over-Allotment Closing Date as may be agreed to in writing by the Corporation and the Underwriters.

Appears in 1 contract

Sources: Underwriting Agreement (Atlantic Power Corp)