Common use of Form and Terms of Warrants Clause in Contracts

Form and Terms of Warrants. (a) Subject to Section 2.9(d) the Warrants may be issued pursuant to the Book-Based System and may be represented by a Global Warrant. The Global Warrant shall be held by, or on behalf of, the Depository as depository of the Participants in the Book-Based System and shall be registered in the name of “CEDE & Co.” (or such other name as the Depository may use from time to time as its nominee for the purposes of the Book-Based System). In the event that the Warrants are issued pursuant to the Book-Based System, no beneficial holder will receive Definitive Warrants representing their beneficial ownership in Warrants unless the Corporation determines to terminate the Book-Based System or the other conditions set forth in Section 2.9(d) have been satisfied. (b) The Warrant Certificates (including all replacements issued in accordance with this Indenture) shall be substantially in the form set out in Schedule “A” hereto, shall bear such legends and distinguishing letters and numbers as the Corporation may, with the approval of the Trustee, prescribe, and shall be issuable in any denomination excluding fractions. The aggregate amount of the Global Warrants may from time to time be increased or decreased by notations made on the Global Warrant by the Trustee, subject in each case to compliance with the Applicable Procedures and each Global Warrant shall bear a legend substantially in the following form subject to modification as required by the Depository: “Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Corporation or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this certificate may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor Depositary or a nominee of such successor Depositary.” (c) Each Global Warrant shall represent such of the outstanding Warrants as shall be specified therein and each shall provide that it shall represent the aggregate outstanding Warrants from time to time endorsed thereon and that the aggregate outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, to reflect replacements, exchanges, or exercises of such Warrants. Any adjustment of the aggregate amount of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Warrants represented thereby shall be made by the Trustee in accordance with instructions given by the holder thereof as required by Section 2.9 and shall be made on the records of the Trustee and the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Warrant held on their behalf by the Depository or under the Global Warrant, and the Depository (including, for this purpose, its nominee) may be treated by the Corporation, the Trustee and any agent of the Corporation or the Trustee as the absolute owner and holder of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (1) prevent the Corporation, the Trustee or any agent of the Corporation or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or (2) impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Warrant. (d) The Warrant Certificates may be engraved, printed, lithographed or partly in one form and partly in another as the Corporation with the approval of the Trustee may determine. No change in the Warrant Certificate shall be required by reason of any adjustment made pursuant to Article 4 in the number or class of Common Shares or other securities to which a holder is entitled pursuant to the exercise of the Warrants. (e) No fractional Warrants shall be issued or otherwise provided for hereunder. (f) The number of Common Shares which may be purchased pursuant to the exercise of Warrants and the Exercise Price payable therefor shall be adjusted in the events and in the manner specified in Article 4. (g) Each Warrant shall entitle the holder thereof to such other rights and privileges as are set forth in this Indenture.

Form and Terms of Warrants. (a) Subject to Section 2.9(d) the Warrants may be issued pursuant to the Book-Based System and may be represented by a Global Warrant. The Global Warrant shall be held by, or on behalf of, the Depository as depository of the Participants in the Book-Based System and shall be registered in the name of “CEDE & Co.” (or such other name as the Depository may use from time to time as its nominee for the purposes of the Book-Based System). In the event that the Warrants are issued pursuant to the Book-Based System, no beneficial holder will receive Definitive Warrants representing their beneficial ownership in Warrants unless the Corporation determines to terminate the Book-Based System or the other conditions set forth in Section 2.9(d) have been satisfied. (b) The Warrant Certificates (including all replacements issued in accordance with this Indenture) shall be substantially in the form set out in Schedule “A” hereto, shall bear such legends and distinguishing letters and numbers as the Corporation may, with the approval of the Trustee, prescribe, and shall be issuable in any denomination excluding fractions. The aggregate amount of the Global Warrants may from time to time be increased or decreased by notations made on the Global Warrant by the Trustee, subject in each case to compliance with the Applicable Procedures and each Global Warrant shall bear a legend substantially in the following form subject to modification as required by the Depository: “Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Corporation or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this certificate may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor Depositary or a nominee of such successor Depositary.”: (c) Each Global Warrant shall represent such of the outstanding Warrants as shall be specified therein and each shall provide that it shall represent the aggregate outstanding Warrants from time to time endorsed thereon and that the aggregate outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, to reflect replacements, exchanges, or exercises of such Warrants. Any adjustment of the aggregate amount of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Warrants represented thereby shall be made by the Trustee in accordance with instructions given by the holder thereof as required by Section 2.9 and shall be made on the records of the Trustee and the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Warrant held on their behalf by the Depository or under the Global Warrant, and the Depository (including, for this purpose, its nominee) may be treated by the Corporation, the Trustee and any agent of the Corporation or the Trustee as the absolute owner and holder of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (1) prevent the Corporation, the Trustee or any agent of the Corporation or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or (2) impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Warrant. (d) The Warrant Certificates may be engraved, printed, lithographed or partly in one form and partly in another as the Corporation with the approval of the Trustee may determine. No change in the Warrant Certificate shall be required by reason of (i) any adjustment made pursuant to Article 4 in the number or class of Common Shares or other securities to which a holder is entitled pursuant to the exercise of the Warrants; or (ii) any redemption or cashless exercise of Warrants pursuant to Section 3.7. (e) No fractional Warrants shall be issued or otherwise provided for hereunder. (f) The number of Common Shares which may be purchased pursuant to the exercise of Warrants and the Exercise Price payable therefor shall be adjusted in the events and in the manner specified in Article 4. (g) Each Warrant shall entitle the holder thereof to such other rights and privileges as are set forth in this Indenture.