Certification by the Subscription Receipt Agent. (a) No Subscription Receipt Certificate shall be issued or, if issued, shall be valid for any purpose or entitle the holder to the benefit hereof until it has been certified by manual signature by or on behalf of the Subscription Receipt Agent, and such certification by the Subscription Receipt Agent on any Subscription Receipt Certificate shall be conclusive evidence as against the Corporation that the Subscription Receip t Certificate so certified has been duly issued hereunder and that the holder is entitled to the benefits hereof. (b) No NCI deposit in the Book-Based System shall be made or, if made, shall be valid for any purposes or entitle the holder to the benefits hereof and thereof until it has been Authenticated by the Subscription Receipt Agent and such Authentication shall be conclusive evidence as against the Corporation that the NCI deposit so made has been duly issued hereunder and that the holder is entitled to the benefits hereof and thereof. (c) The certification of the Subscription Receipt Agent on the Subscription Receipt Certificates issued hereunder, or the Authentication of the Subscription Receipt Agent of the NCI deposit in the Book-Based System made hereunder, as applicable, shall not be construed as a representation or warranty by the Subscription Receipt Agent as to the validity of this Agreement or the Subscription Receipt Certificates (except the due certification thereof) or the NCI deposit (except the due Authentication thereof) as applicable, and the Subscription Receipt Agent shall in no respect be liable or answerable for the use made of the Subscription Receipt Certificate or NCI deposit, as applicable, or any of them or of the consideration therefor except as otherwise specified herein. The Authentication by the Subscription Receipt Agent of any Subscription Receipt shall be conclusive evidence as against the Corporation that such Uncertificated Subscription Receipts have been duly issued hereunder and that the holder is entitled to the benefits of this Agreement. (d) The register shall be final and conclusive evidence as to all matters relating to Uncertificated Subscription Receipts with respect to which this Agreement requires the Subscription Receipt Agent to maintain records or accounts. In case of differences between the register at any time and any other time, the register at the later time shall be controlling, absent manifest error and such Uncertificated Subscription Receipts are binding on the Corporation. (e) Any Subscription Receipt Certificate validly issued in accordance with the terms of this Agreement in effect at the time of issue of such Subscription Receipt Certificate shall, subject to the terms of this Agreement and applicable law, validly entitle the holder to acquire Common Shares.
Appears in 1 contract
Sources: Subscription Receipt Agreement (Engine Gaming & Media, Inc.)
Certification by the Subscription Receipt Agent. β
(a) The Subscription Receipt Agent shall Certify Subscription Receipts to be issued by the Corporation upon the written direction of the Corporation. No Subscription Receipt Certificate shall be issued or, if issued, shall be valid valid, for any purpose or entitle the holder to the benefit hereof until it has been certified Certified by manual signature by or on behalf of the Subscription Receipt AgentAgent substantially in the form of the certificate set out in Schedule "A" hereto or, in the case of Uncertificated Subscription Receipts, until it has been Certified by entry on the register of the particulars of the Subscription Receipts and such certification Certification by the Subscription Receipt Agent on upon any Subscription Receipt Certificate shall be conclusive evidence as against the Corporation that the Subscription Receip t Certificate Receipt so certified Certified has been duly issued hereunder and that the holder is entitled to the benefits hereof.
(b) No NCI deposit in the Book-Based System shall be made or, if made, shall be valid for any purposes or entitle the holder to the benefits hereof and thereof until it has been Authenticated by the Subscription Receipt Agent and such Authentication shall be conclusive evidence as against the Corporation that the NCI deposit so made has been duly issued hereunder and that the holder is entitled to the benefits hereof and thereof.
(c) The certification of the Subscription Receipt Agent on the Subscription Receipt Certificates issued hereunder, or the Authentication of the Subscription Receipt Agent of the NCI deposit in the Book-Based System made hereunder, as applicable, shall not be construed as a representation or warranty by the Subscription Receipt Agent as to the validity of this Agreement or the Subscription Receipt Certificates (except the due certification thereof) or the NCI deposit (except the due Authentication thereof) as applicable, and the Subscription Receipt Agent shall in no respect be liable or answerable for the use made of the Subscription Receipt Certificate or NCI deposit, as applicable, or any of them or of the consideration therefor except as otherwise specified herein. The Authentication by the Subscription Receipt Agent of any Subscription Receipt shall be conclusive evidence as against the Corporation that such Uncertificated Subscription Receipts have been duly issued hereunder and that the holder is entitled to the benefits of this Agreement.
(d) The register shall be final and conclusive evidence as to all matters relating to Uncertificated Subscription Receipts with respect to which this Agreement requires the Subscription Receipt Agent to maintain records or accounts. In case of differences between the register at any time and any other time, the register at the later time shall be controlling, absent manifest error error, and such any Uncertificated Subscription Receipts are recorded therein shall be binding on the Corporation.
(eb) Any The Certification by the Subscription Receipt Certificate validly Agent of Subscription Receipts issued in accordance with hereunder shall not be construed as a representation or warranty by the terms Subscription Receipt Agent as to the validity of this Agreement in effect at or the time of issue of such Subscription Receipts (except the due Certification thereof by the Subscription Receipt Certificate shall, subject Agent) and the Subscription Receipt Agent shall in no respect be liable for the use made of the Subscription Receipts or any of them or of the Escrowed Proceeds therefor except as otherwise specified herein. The Certification by or on behalf of the Subscription Receipt Agent of Subscription Receipts shall only constitute a representation and warranty by the Subscription Receipt Agent that the Subscription Receipts have been duly Certified by or on behalf of the Subscription Receipt Agent pursuant to the terms provisions of this Agreement and applicable law, validly entitle the holder to acquire Common SharesAgreement.
Appears in 1 contract
Sources: Subscription Receipt Agreement
Certification by the Subscription Receipt Agent. (a) The Subscription Receipt Agent shall Certify Subscription Receipts to be issued by the Corporation upon the written direction of the Corporation. No Subscription Receipt Certificate shall be issued or, if issued, shall be valid for any purpose or entitle the holder to the benefit hereof until it has been certified Certified by manual signature by or on behalf of the Subscription Receipt AgentAgent substantially in the form of the certificate set out in Schedule A hereto or, in the case of Uncertificated Subscription Receipts, until it has been Certified by entry on the register of the particulars of the Subscription Receipts and such certification Certification by the Subscription Receipt Agent on upon any Subscription Receipt Certificate shall be conclusive evidence as against the Corporation that the Subscription Receip t Certificate Receipt so certified Certified has been duly issued hereunder and that the holder is entitled to the benefits hereof.
(b) No NCI deposit in the Book-Based System shall be made or, if made, shall be valid for any purposes or entitle the holder to the benefits hereof and thereof until it has been Authenticated by the Subscription Receipt Agent and such Authentication shall be conclusive evidence as against the Corporation that the NCI deposit so made has been duly issued hereunder and that the holder is entitled to the benefits hereof and thereof.
(c) The certification of the Subscription Receipt Agent on the Subscription Receipt Certificates issued hereunder, or the Authentication of the Subscription Receipt Agent of the NCI deposit in the Book-Based System made hereunder, as applicable, shall not be construed as a representation or warranty by the Subscription Receipt Agent as to the validity of this Agreement or the Subscription Receipt Certificates (except the due certification thereof) or the NCI deposit (except the due Authentication thereof) as applicable, and the Subscription Receipt Agent shall in no respect be liable or answerable for the use made of the Subscription Receipt Certificate or NCI deposit, as applicable, or any of them or of the consideration therefor except as otherwise specified herein. The Authentication by the Subscription Receipt Agent of any Subscription Receipt shall be conclusive evidence as against the Corporation that such Uncertificated Subscription Receipts have been duly issued hereunder and that the holder is entitled to the benefits of this Agreement.
(d) The register shall be final and conclusive evidence as to all matters relating to Uncertificated Subscription Receipts with respect to which this Agreement requires the Subscription Receipt Agent to maintain records or accounts. In case of differences between the register at any time and any other time, the register at the later time shall be controlling, absent manifest error error, and such any Uncertificated Subscription Receipts are recorded therein shall be binding on the Corporation.
(eb) Any The Certification by the Subscription Receipt Certificate validly Agent of Subscription Receipts issued in accordance with hereunder shall not be construed as a representation or warranty by the terms Subscription Receipt Agent as to the validity of this Agreement in effect at or the time of issue of such Subscription Receipts (except the due Certification thereof by the Subscription Receipt Certificate shall, subject Agent) and the Subscription Receipt Agent shall in no respect be liable for the use made of the Subscription Receipts or any of them or of the Escrowed Proceeds therefor except as otherwise specified herein. The Certification by or on behalf of the Subscription Receipt Agent of Subscription Receipts shall only constitute a representation and warranty by the Subscription Receipt Agent that the Subscription Receipts have been duly Certified by or on behalf of the Subscription Receipt Agent pursuant to the terms provisions of this Agreement and applicable law, validly entitle the holder to acquire Common SharesAgreement.
Appears in 1 contract
Sources: Subscription Receipt Agreement
Certification by the Subscription Receipt Agent. (a) β The Subscription Receipt Agent shall Certify Subscription Receipts to be issued by the Corporation upon the written direction of the Corporation. No Subscription Receipt Certificate shall be issued or, if issued, shall be valid for any purpose or entitle the holder Receiptholder to the benefit hereof until it has been certified Certified by manual or electronic signature by or on behalf of the Subscription Receipt AgentAgent substantially in the form of the certificate set out in Schedule A and Schedule B hereto or, in the case of Uncertificated Subscription Receipts, until it has been Certified by entry on the register of the particulars of the Subscription Receipts and such certification Certification by the Subscription Receipt Agent on any Subscription Receipt Certificate shall be conclusive evidence as against the Corporation that the Subscription Receip t Certificate so certified has been duly issued hereunder and that the holder is entitled to the benefits hereof.
(b) No NCI deposit in the Book-Based System shall be made or, if made, shall be valid for any purposes or entitle the holder to the benefits hereof and thereof until it has been Authenticated by the Subscription Receipt Agent and such Authentication shall be conclusive evidence as against the Corporation that the NCI deposit so made has been duly issued hereunder and that the holder is entitled to the benefits hereof and thereof.
(c) The certification of the Subscription Receipt Agent on the Subscription Receipt Certificates issued hereunder, or the Authentication of the Subscription Receipt Agent of the NCI deposit in the Book-Based System made hereunder, as applicable, shall not be construed as a representation or warranty by the Subscription Receipt Agent as to the validity of this Agreement or the Subscription Receipt Certificates (except the due certification thereof) or the NCI deposit (except the due Authentication thereof) as applicable, and the Subscription Receipt Agent shall in no respect be liable or answerable for the use made of the Subscription Receipt Certificate or NCI deposit, as applicable, or any of them or of the consideration therefor except as otherwise specified herein. The Authentication by the Subscription Receipt Agent of upon any Subscription Receipt shall be conclusive evidence as against the Corporation that such Uncertificated the Subscription Receipts have Receipt so Certified has been duly issued hereunder and that the holder Receiptholder is entitled to the benefits of this Agreement.
(d) hereof. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Subscription Receipts with respect to which this Agreement requires the Subscription Receipt Agent to maintain records or accounts. In case of differences between the register at any time and any other time, the register at the later time shall be controlling, absent manifest error error, and such any Uncertificated Subscription Receipts are recorded therein shall be binding on the Corporation.
(e) Any . The Certification by the Subscription Receipt Certificate validly Agent of Subscription Receipts issued in accordance with hereunder shall not be construed as a representation or warranty by the terms Subscription Receipt Agent as to the validity of this Agreement in effect at or the time of issue of such Subscription Receipts (except the due Certification thereof by the Subscription Receipt Certificate shall, subject Agent) and the Subscription Receipt Agent shall in no respect be liable for the use made of the Subscription Receipts or any of them or of the Escrowed Funds therefor except as otherwise specified herein. The Certification by or on behalf of the Subscription Receipt Agent of Subscription Receipts shall only constitute a representation and warranty by the Subscription Receipt Agent that the Subscription Receipts have been duly Certified by or on behalf of the Subscription Receipt Agent pursuant to the terms provisions of this Agreement and applicable law, validly entitle the holder to acquire Common SharesAgreement.
Appears in 1 contract
Sources: Subscription Receipt Agreement