Common use of Fully Registered Clause in Contracts

Fully Registered. Debentures (1) With respect to each series of Debentures issuable as Fully Registered Debentures, the Corporation shall cause to be kept by and at the principal office of the Trustee in Calgary, Alberta and by the Trustee or such other registrar as the Corporation, with the approval of the Trustee, may appoint at such other place or places, if any, as may be specified in the Debentures of such series or as the Corporation may designate with the approval of the Trustee, a register in which shall be entered the names and addresses of the holders of Fully Registered Debentures and particulars of the Debentures held by them respectively and of all transfers of Fully Registered Debentures. Such registration shall be noted on the Debentures by the Trustee or other registrar unless a new Debenture shall be issued upon such transfer. (2) No transfer of a Fully Registered Debenture shall be valid unless made on such register referred to in subsection 3.1(1) by the registered holder or such holder's executors, administrators or other legal representatives or an attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Trustee or other registrar upon surrender of the Debentures together with a duly executed form of transfer acceptable to the Trustee upon compliance with such other reasonable requirements as the Trustee or other registrar may prescribe, or unless the name of the transferee shall have been noted on the Debenture by the Trustee or other registrar. (3) Notwithstanding any other provisions in this Indenture or the Debentures, transfers and exchanges of Restricted Debentures shall be made in accordance with this subsection Section 3.1(3): (a) Transfer and Exchange of Interests in a Restricted Uncertificated Debenture for Interests in an Unrestricted Uncertificated Debenture. An interest in a Restricted Uncertificated Debenture may be exchanged by any holder thereof for an interest in an Unrestricted Uncertificated Debenture or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Uncertificated Debenture if the Trustee receives the following: (i) if the holder of such interest in a Restricted Uncertificated Debenture proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Uncertificated Debenture, a certificate from such holder in the form of Schedule E and Schedule F, including the certifications in item (1)(a) thereof; or (ii) if the holder of such beneficial interest in a Restricted Uncertificated Debenture proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Uncertificated Debenture, a certificate from such holder in the form of Schedule D, including the certifications in items (2) or (3) thereof; and, in each such case set forth in this clause 3.1(3)(a), an opinion of counsel in form reasonably acceptable to the Corporation to the effect that such transfer or exchange is in compliance with the 1933 Act and all applicable state securities laws.

Fully Registered. Debentures (1a) With respect to each series of Debentures issuable as Fully Registered Debentures, the Corporation Trust shall cause to be kept by and at the principal office of the Debenture Trustee in Calgary, Alberta and by the Debenture Trustee or such other registrar as the CorporationTrust, with the approval of the Debenture Trustee, may appoint at such other place or places, if any, as may be specified in the Debentures of such series or as the Corporation Trust may designate with the approval of the Debenture Trustee, a register in which shall be entered the names and addresses of the holders of Fully Registered Debentures and particulars of the Debentures held by them respectively and of all transfers of Fully Registered Debentures. Such registration shall be noted on the Debentures by the Debenture Trustee or other registrar unless a new Debenture shall be issued upon such transfer. (2b) No transfer of a Fully Registered Debenture shall be valid unless made on such register referred to in subsection 3.1(1Section 3.1(a) by the registered holder or such holder's ’s executors, administrators or other legal representatives or an attorney duly appointed by an instrument in writing in form and executed in a manner execution satisfactory to the Debenture Trustee or other registrar upon surrender of the Debentures together with a duly executed form of transfer acceptable to the Debenture Trustee and upon compliance with such other reasonable requirements as the Debenture Trustee or other registrar may prescribe, or and unless the name of the transferee shall have been noted on the Debenture by the Debenture Trustee or other registrar. (3) Notwithstanding any other provisions in this Indenture or the Debentures, transfers and exchanges of Restricted Debentures shall be made in accordance with this subsection Section 3.1(3): (a) Transfer and Exchange of Interests in a Restricted Uncertificated Debenture for Interests in an Unrestricted Uncertificated Debenture. An interest in a Restricted Uncertificated Debenture may be exchanged by any holder thereof for an interest in an Unrestricted Uncertificated Debenture or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Uncertificated Debenture if the Trustee receives the following: (i) if the holder of such interest in a Restricted Uncertificated Debenture proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Uncertificated Debenture, a certificate from such holder in the form of Schedule E and Schedule F, including the certifications in item (1)(a) thereof; or (ii) if the holder of such beneficial interest in a Restricted Uncertificated Debenture proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Uncertificated Debenture, a certificate from such holder in the form of Schedule D, including the certifications in items (2) or (3) thereof; and, in each such case set forth in this clause 3.1(3)(a), an opinion of counsel in form reasonably acceptable to the Corporation to the effect that such transfer or exchange is in compliance with the 1933 Act and all applicable state securities laws.

Fully Registered. Debentures (1) With respect to each series of Debentures issuable as Fully Registered Debentures, the Corporation shall cause to be kept by and at the principal office of the Trustee in CalgaryToronto, Alberta Ontario and by the Trustee or such other registrar as the Corporation, with the approval of the Trustee, may appoint at such other place or places, if any, as may be specified in the Debentures of such series or as the Corporation may designate with the approval of the Trustee, a register in which shall be entered the names and addresses of the holders of Fully Registered Debentures and particulars of the Debentures held by them respectively and of all transfers of Fully Registered Debentures. Such registration shall be noted on the Debentures by the Trustee or other registrar unless a new Debenture shall be issued upon such transfer. (2) No transfer of a Fully Registered Debenture shall be valid unless made on such register referred to in subsection Section 3.1(1) by the registered holder or such holder's ’s executors, administrators or other legal representatives or an attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Trustee or other registrar upon surrender of the Debentures together with a duly executed form of transfer acceptable to the Trustee upon compliance with such other reasonable requirements as the Trustee or other registrar may prescribe, or unless the name of the transferee shall have been noted on the Debenture register by the Trustee or other registrar. (3) Notwithstanding any other provisions in this Indenture or the Debentures, transfers and exchanges Any transfer by a U.S. Debentureholder of Restricted Debentures shall be made in accordance with this subsection Section 3.1(3): (a) Transfer and Exchange of Interests in represented by a Restricted Uncertificated Physical Debenture for Interests bearing the legend set forth in an Unrestricted Uncertificated Debenture. An interest in a Restricted Uncertificated Debenture Section 2.15 hereof may only be exchanged by any holder thereof for an interest in an Unrestricted Uncertificated Debenture or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Uncertificated Debenture if the Trustee receives the followingmade: (i) if to the holder of such interest in a Restricted Uncertificated Debenture proposes to exchange such beneficial interest for a beneficial interest Corporation; ​ (ii) outside the United States in an Unrestricted Uncertificated Debenture“offshore transaction” (as such term is defined in Rule 902(h) of Regulation S) meeting the requirements of Rule 904 of Regulation S, a certificate from such holder and in compliance with applicable local laws and regulations; (iii) in compliance with Rule 144 under the form of Schedule E U.S. Securities Act, if available, and Schedule F, including the certifications in item (1)(a) thereofcompliance with any applicable state securities laws; or (iv) in another transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws, after, (A) in the case of proposed transfers pursuant to Rule 904 as set forth in (ii) if above, providing a declaration to the holder of such beneficial interest in a Restricted Uncertificated Debenture proposes to transfer such beneficial interest to a Person who shall take delivery thereof Corporation and the Trustee in the form attached hereto as Schedule D (or such other form as the Corporation may prescribe from time to time), together with such additional documentation as the Corporation may require (which may, without limitation, include an opinion of a beneficial interest counsel, of recognized standing in an Unrestricted Uncertificated Debentureform and substance reasonably satisfactory to the Corporation), a certificate from such holder and (B) in the form case of Schedule D, including the certifications in items proposed transfers pursuant to (2iii) or (3iv) thereof; andabove, in each such case set forth in this clause 3.1(3)(a), providing an opinion of counsel of recognized standing, in form and substance reasonably acceptable satisfactory to the Corporation Corporation, to the effect that such the proposed transfer or exchange is in compliance with may be effected without registration under the 1933 U.S. Securities Act and all applicable state securities laws. (4) If a Debenture not bearing the legend set forth in Section 2.15 hereof is tendered for transfer, the Trustee shall not register such transfer if, based solely on the information provided to the Trustee in connection with such proposed transfer, it has reason to believe that the transferee is in the United States, or is acquiring the Debentures evidenced thereby for the account or benefit of a person in the United States, or if the Corporation has provided written instructions to the Trustee prior to the transfer to the effect that the Corporation believes such transfer would not comply with the U.S. Securities Act or applicable state securities laws.

Fully Registered. Debentures (1) With respect to each series of Debentures issuable as Fully Registered Debentures, the Corporation shall cause to be kept by and at the principal office of the Trustee in CalgaryToronto, Alberta Ontario and by the Trustee or such other registrar as the Corporation, with the approval of the Trustee, may appoint at such other place or places, if any, as may be specified in the Debentures of such series or as the Corporation may designate with the approval of the Trustee, a register in which shall be entered the names and addresses of the holders of Fully Registered Debentures and particulars of the Debentures held by them respectively and of all transfers of Fully Registered Debentures. Such registration shall be noted on the Debentures by the Trustee or other registrar unless a new Debenture shall be issued upon such transfer. (2) No transfer of a Fully Registered Debenture shall be valid unless made on such register referred to in subsection Section 3.1(1) by the registered holder or such holder's ’s executors, administrators or other legal representatives or an attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Trustee or other registrar upon surrender of the Debentures together with a duly executed form of transfer acceptable to the Trustee upon compliance with such other reasonable requirements as the Trustee or other registrar may prescribe, or unless the name of the transferee shall have been noted on the Debenture by the Trustee or other registrar. (3) Notwithstanding any other provisions in this Indenture or the Debentures, transfers and exchanges of Restricted Debentures shall be made in accordance with this subsection Section 3.1(3): (a) Transfer and Exchange of Interests in a Restricted Uncertificated Debenture for Interests in an Unrestricted Uncertificated Debenture. An interest in a Restricted Uncertificated Debenture may be exchanged by any holder thereof for an interest in an Unrestricted Uncertificated Debenture or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Uncertificated Debenture if the Trustee receives the following: (i) if the holder of such interest in a Restricted Uncertificated Debenture proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Uncertificated Debenture, a certificate from such holder in the form of Schedule E and Schedule F, including the certifications in item (1)(a) thereof; or (ii) if the holder of such beneficial interest in a Restricted Uncertificated Debenture proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Uncertificated Debenture, a certificate from such holder in the form of Schedule D, including the certifications in items (2) or (3) thereof; and, in each such case set forth in this clause 3.1(3)(a), an opinion of counsel in form reasonably acceptable to the Corporation to the effect that such transfer or exchange is in compliance with the 1933 Act and all applicable state securities laws.

Fully Registered. Debentures (1a) With respect to each series of Debentures issuable issuable, in whole or in part, as Fully Registered Debentures, the Corporation shall must cause to be kept by and at the principal office of the Debenture Trustee in CalgaryMontréal, Alberta Québec and by the Debenture Trustee or such other registrar as the Corporation, with the approval of the Debenture Trustee, may appoint at such other place or places, if any, as may be specified in the Debentures of such series or as the Corporation may designate with the approval of the Debenture Trustee, a register in which shall will be entered the names and addresses of the holders of Fully Registered Debentures and particulars of the Debentures held by them respectively and of all transfers of Fully Registered Debentures. Such registration shall will be noted on the Debentures by the Debenture Trustee or other registrar unless a new Debenture shall be is issued upon such transfer. (2b) No transfer of a Fully Registered Debenture shall will be valid unless made on such register referred to in subsection 3.1(1Subsection 3.1(a) by the registered holder or such holder's ’s executors, administrators or other legal representatives or an attorney a mandatary duly appointed by an instrument in writing in form and executed in a manner execution satisfactory to the Debenture Trustee or other registrar upon surrender of the Debentures together with a duly executed form of transfer acceptable to the Debenture Trustee and upon compliance with such other reasonable requirements as the Debenture Trustee or other registrar may prescribe, or nor unless the name of the transferee shall have has been noted on the Debenture by the Debenture Trustee or other registrar and the address of the transferee has been provided to the Debenture Trustee or other registrar. (3) Notwithstanding any other provisions in this Indenture or the Debentures, transfers and exchanges of Restricted Debentures shall be made in accordance with this subsection Section 3.1(3): (a) Transfer and Exchange of Interests in a Restricted Uncertificated Debenture for Interests in an Unrestricted Uncertificated Debenture. An interest in a Restricted Uncertificated Debenture may be exchanged by any holder thereof for an interest in an Unrestricted Uncertificated Debenture or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Uncertificated Debenture if the Trustee receives the following: (i) if the holder of such interest in a Restricted Uncertificated Debenture proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Uncertificated Debenture, a certificate from such holder in the form of Schedule E and Schedule F, including the certifications in item (1)(a) thereof; or (ii) if the holder of such beneficial interest in a Restricted Uncertificated Debenture proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Uncertificated Debenture, a certificate from such holder in the form of Schedule D, including the certifications in items (2) or (3) thereof; and, in each such case set forth in this clause 3.1(3)(a), an opinion of counsel in form reasonably acceptable to the Corporation to the effect that such transfer or exchange is in compliance with the 1933 Act and all applicable state securities laws.