Exchange of Subscription Receipts Sample Clauses

The Exchange of Subscription Receipts clause outlines the process by which subscription receipts are converted into the underlying securities, such as shares or units, once certain conditions are met. Typically, this clause specifies the triggering events—such as regulatory approval or completion of a transaction—that must occur before holders of subscription receipts receive their securities. For example, if a company is raising funds for an acquisition, the receipts may only be exchanged for shares once the acquisition closes. This clause ensures that investors are protected by only receiving their securities when key conditions are satisfied, thereby managing risk and providing clarity on the timing and requirements for the exchange.
Exchange of Subscription Receipts. Each Subscription Receipt will automatically be exchanged for one (1) ▇▇▇▇▇ Share pursuant to the terms and conditions of the Subscription Receipts and the subscription receipt agreement to be entered into in connection with the Concurrent Financing.
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Exchange of Subscription Receipts. (1) One or more Subscription Receipt Certificate(s) may, upon compliance with the requirements of the Subscription Receipt Agent, acting reasonably, be exchanged for one or more Subscription Receipt Certificates of different denomination(s) evidencing in the aggregate an equal number of Subscription Receipts as the number of Subscription Receipts represented by the Subscription Receipt Certificates being exchanged. (2) Subscription Receipt Certificates may be exchanged only at the principal transfer office of the Subscription Receipt Agent in the city of V▇▇▇▇▇▇▇▇, ▇.▇. ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or at any other place that is designated by the Corporation in writing with the approval of the Subscription Receipt Agent. Any Subscription Receipt Certificates tendered for exchange shall be surrendered to the Subscription Receipt Agent or to its agent and cancelled. The Corporation shall sign all Subscription Receipt Certificates necessary to carry out exchanges as aforesaid and those Subscription Receipt Certificates shall be certified by or on behalf of the Subscription Receipt Agent. (3) Subscription Receipt Certificates issued in exchange for Subscription Receipt Certificates in accordance with this section shall bear the legends set forth in subsection 2.8(1) and, if applicable, 2.8(2).
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Exchange of Subscription Receipts. 4.1 Automatic Exchange of Subscription Receipts 17 4.2 Issue of Units 18 4.3 Delivery of Conversion Notice 18 4.4 Effect of Deemed Exchange of Subscription Receipts 18 4.5 Fractions 18 4.6 Recording 18 4.7 Securities Restrictions 19
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Exchange of Subscription Receipts. If the Release Event occurs prior to the Termination Time, upon occurrence of the Release Event: (i) the Escrowed Funds shall be released as provided in Section 6.03(a); (ii) (i) in the event the Release Event occurs prior to the Amalgamation, the Subscription Receipts shall be automatically exchanged for Common Shares for no additional consideration and without further action on the part of the Subscription Receiptholders, with each Subscription Receipt being so exchanged for that number of Common Shares equal to the Exchange Number in effect on the Release Date, or (ii) in the event the Release Event occurs after the Amalgamation, the Subscription Receipts shall be automatically exchanged for Resulting Issuer Shares (in lieu of Common Shares) for no additional consideration and without further action on the part of the Subscription Receiptholders, with each Subscription Receipt being so exchanged for that number of Resulting Issuer Shares equal to the Exchange Number in effect on the Release Date; and (iii) upon issuance of the Common Shares or Resulting Issuer Shares, as applicable, the Subscription Receipt Certificates representing such Subscription Receipts shall become null and void and of no further force or effect. For certainty, the automatic exchange of the Subscription Receipts will not take place before the occurrence of the Release Event.
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Exchange of Subscription Receipts. If the Release Event occurs prior to the Release Deadline, upon occurrence of the Release Event: (1) the Subscription Receipts shall be deemed to be automatically exchanged, for no additional consideration and without further action on the part of the Subscription Receiptholders, for Units in accordance with subsection 2.3(1). Each Unit shall be immediately severable into a Common Share, Warrant and Right comprising the Unit; and (2) upon issuance of the Units underlying the Subscription Receipts, the Subscription Receipt Certificates representing such Subscription Receipts shall become null and void of no further force or effect. For greater certainty, Subscription Receipts will not be exchangeable before the occurrence of the Release Event.
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Exchange of Subscription Receipts. If the Escrow Release Conditions are met prior to the Termination Time: (i) the Chief Executive Officer and the Chief Financial Officer of each of the Company and CGGC (or such other officers as may be acceptable to the Lead Agent, acting reasonably), shall certify to the Agents (the “Confirmation Certificate”) that the Escrow Release Conditions (other than the delivery of the Release Certificate) have been satisfied; (ii) upon receipt of the Confirmation Certificate, the Company and the Agents shall execute and deliver the Release Certificate to the Subscription Receipt Agent confirming that the Escrow Release Conditions have been satisfied or waived and specifying the amounts to be released pursuant to Article 6 and to whom such amounts should be released; (iii) prior to or at the Transaction Time, and following receipt by the Subscription Receipt Agent of the Release Certificate, (i) the Company shall execute and deliver to the Subscription Receipt Agent a written notice to issue to the Subscription Receiptholders one Non-Voting Share for each Subscription Receipt then outstanding (subject to any applicable adjustment provided for herein); and
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Exchange of Subscription Receipts. (1) One or more Subscription Receipt Certificates may, upon compliance with the requirements of the Subscription Receipt and Escrow Agent, acting reasonably, be exchanged for one or more Subscription Receipt Certificates of different denomination(s) evidencing in the aggregate an equal number of Subscription Receipts as the number of Subscription Receipts represented by the Subscription Receipt Certificates so exchanged. (2) Subscription Receipt Certificates may be exchanged only at the principal transfer office of the Subscription Receipt and Escrow Agent in the City of Toronto, Ontario or at any other place that is designated by the Corporation in writing with the approval of the Subscription Receipt and Escrow Agent. Any Subscription Receipt Certificates tendered for exchange shall be surrendered to the Subscription Receipt and Escrow Agent or to its agent and cancelled. The Corporation shall sign all Subscription Receipt Certificates necessary to carry out exchanges as aforesaid and those Subscription Receipt Certificates shall be countersigned by or on behalf of the Subscription Receipt and Escrow Agent. (3) Subscription Receipt Certificates issued in exchange for Subscription Receipt Certificates in accordance with this section shall bear the legends set forth in subsections 2.9(1), 2.9(2) and 2.9(4), as applicable.
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Related to Exchange of Subscription Receipts

  • Acceptance of Subscriptions 4.1 Following Agent’s first receipt of Subscriptions, on each business day, or more frequently if reasonably requested as to major tally figures, forward a report by email to [________________] (the “Company Representative”) as to the following information, based upon a preliminary review (and at all times subject to a final determination by Company) as of the close of business on the preceding business day or the most recent practicable time prior to such request, as the case may be: (i) the total number of shares of the Additional Common Stock Subscribed for; (ii) the total number of the Rights sold; (iii) the total number of the Rights partially Subscribed for; (iv) the amount of funds received; and (v) the cumulative totals in categories (i) through (iv), above. 4.2 As promptly as possible following the Expiration Time, advise the Company Representative by email of (i) the number of shares of the Additional Common Stock Subscribed for and (ii) the number of shares of the Additional Common Stock unsubscribed for.

  • TERMS OF SUBSCRIPTION Pending acceptance of this subscription by the Company, all funds paid hereunder shall be deposited by the Company and immediately available to the Company for its general corporate purposes.

  • Surrender of American Depositary Shares and Withdrawal of Deposited Securities Upon surrender of American Depositary Shares for the purpose of withdrawal of the Deposited Securities represented thereby and payment of the fee of the Depositary for the surrender of American Depositary Shares as provided in Section 5.9 and payment of all taxes and governmental charges payable in connection with that surrender and withdrawal of the Deposited Securities, and subject to the terms and conditions of this Deposit Agreement, the Owner of those American Depositary Shares shall be entitled to delivery (to the extent delivery can then be lawfully and practicably made), to or as instructed by that Owner, of the amount of Deposited Securities at the time represented by those American Depositary Shares, but not any money or other property as to which a record date for distribution to Owners has passed (since money or other property of that kind will be delivered or paid on the scheduled payment date to the Owner as of that record date), and except that the Depositary shall not be required to accept surrender of American Depositary Shares for the purpose of withdrawal to the extent it would require delivery of a fraction of a Deposited Security. That delivery shall be made, as provided in this Section, without unreasonable delay. As a condition of accepting a surrender of American Depositary Shares for the purpose of withdrawal of Deposited Securities, the Depositary may require (i) that each surrendered Receipt be properly endorsed in blank or accompanied by proper instruments of transfer in blank and (ii) that the surrendering Owner execute and deliver to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered to or upon the written order of a person or persons designated in that order. Thereupon, the Depositary shall direct the Custodian to deliver, subject to Sections 2.6, 3.1 and 3.2, the other terms and conditions of this Deposit Agreement and local market rules and practices, to the surrendering Owner or to or upon the written order of the person or persons designated in the order delivered to the Depositary as above provided, the amount of Deposited Securities represented by the surrendered American Depositary Shares, and the Depositary may charge the surrendering Owner a fee and its expenses for giving that direction by cable (including SWIFT) or facsimile transmission. If Deposited Securities are delivered physically upon surrender of American Depositary Shares for the purpose of withdrawal, that delivery will be made at the Custodian’s office, except that, at the request, risk and expense of an Owner surrendering American Depositary Shares for withdrawal of Deposited Securities, and for the account of that Owner, the Depositary shall direct the Custodian to forward any cash or other property comprising, and forward a certificate or certificates, if applicable, and other proper documents of title, if any, for, the Deposited Securities represented by the surrendered American Depositary Shares to the Depositary for delivery at the Depositary’s Office or to another address specified in the order received from the surrendering Owner.

  • Warrant Private Placement Simultaneously with the Closing, the Sponsor (and/or its designees) and I-Bankers Securities, Inc. will separately purchase from the Company pursuant to the Warrants Purchase Agreement (as defined below) an aggregate of 7,300,000 warrants of the Company (collectively, the “Placement Warrants”) in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Placement Warrants and the securities underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” The Placement Warrants shall be identical to the Warrants sold in the Offering except that the warrants included in the Placement Warrants shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (provided, that if the Placement Warrants are not held by holders other than the initial purchasers or any of their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants included in the Firm Units being sold in this Offering). There will be no placement agent in the Warrant Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities.

  • REGISTRATION OF TRANSFER OF AMERICAN DEPOSITARY SHARES; COMBINATION AND SPLIT-UP OF RECEIPTS INTERCHANGE OF CERTIFICATED AND UNCERTIFICATED AMERICAN DEPOSITARY SHARES. The Depositary, subject to the terms and conditions of the Deposit Agreement, shall register a transfer of American Depositary Shares on its transfer books upon (i) in the case of certificated American Depositary Shares, surrender of the Receipt evidencing those American Depositary Shares, by the Owner or by a duly authorized attorney, properly endorsed or accompanied by proper instruments of transfer or (ii) in the case of uncertificated American Depositary Shares, receipt from the Owner of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.9 of that Agreement), and, in either case, duly stamped as may be required by the laws of the State of New York and of the United States of America. Upon registration of a transfer, the Depositary shall deliver the transferred American Depositary Shares to or upon the order of the person entitled thereto. The Depositary, subject to the terms and conditions of the Deposit Agreement, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. The Depositary, upon surrender of certificated American Depositary Shares for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel the Receipt evidencing those certificated American Depositary Shares and send the Owner a statement confirming that the Owner is the owner of the same number of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.9 of the Deposit Agreement) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall cancel those uncertificated American Depositary Shares and register and deliver to the Owner a Receipt evidencing the same number of certificated American Depositary Shares. As a condition precedent to the delivery, registration of transfer, or surrender of any American Depositary Shares or split-up or combination of any Receipt or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar may require payment from the depositor of the Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as provided in the Deposit Agreement, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations the Depositary may establish consistent with the provisions of the Deposit Agreement. The Depositary may refuse to accept deposits of Shares for delivery of American Depositary Shares or to register transfers of American Depositary Shares in particular instances, or may suspend deposits of Shares or registration of transfer generally, whenever it or the Company considers it necessary or advisable to do so. The Depositary may refuse surrenders of American Depositary Shares for the purpose of withdrawal of Deposited Securities in particular instances, or may suspend surrenders for the purpose of withdrawal generally, but, notwithstanding anything to the contrary in the Deposit Agreement, only for (i) temporary delays caused by closing of the Depositary’s register or the register of holders of Shares maintained by the Company or the Foreign Registrar, or the deposit of Shares, in connection with voting at a shareholders’ meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities or (iv) any other reason that, at the time, is permitted under paragraph I(A)(1) of the General Instructions to Form F-6 under the Securities Act of 1933 or any successor to that provision. The Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares that, at the time of deposit, are Restricted Securities.