Issue of Global Certificates. (1) The Corporation may, at its sole option, specify, in a written order of the Corporation delivered to the Warrant Agent, that some or all of the Warrants are to be represented by one or more Depository Global Warrants or Global Certificates registered in the name of the Depository or its nominee, and in the event of a Global Certificate, the Corporation shall execute and the Warrant Agent shall certify and deliver one or more Global Certificates that shall: (a) represent the aggregate number of outstanding Warrants to be represented by such Global Certificate(s); (b) be delivered by the Warrant Agent to the Depository or pursuant to the Depository’s instructions; and (c) if the Depository is CDS, bear a legend substantially to the following effect (together with such other legends as shall be instructed by the Corporation in accordance with applicable Securities Laws and the rules of the TSX, NASDAQ or other applicable stock exchange): (2) Transfers of beneficial ownership in any Warrant represented by a Global Certificate will be effected only: (a) with respect to the interest of a Participant, through records maintained by the Depository or its nominee for such Global Certificate, and (b) with respect to the interest of any Person other than a Participant, through records maintained by Participants. Beneficial Owners who are not Participants but who desire to sell or otherwise transfer ownership of or any other interest in Warrants represented by such Global Certificate may do so only through a Participant. (3) The rights of Beneficial Owners shall be limited to those established by applicable law and agreements between the Depository and the Participants and between such Participants and Beneficial Owners and must be exercised through a Participant in accordance with the rules and procedures of the Depository. (4) Each of the parties hereto acknowledges and agrees that such Holders through their respective Participants are collectively entitled, under the terms hereof, to all of the rights accorded to registered holders of Warrants and are bound by all of the obligations of such Holder. (5) Subject to Section 2.11(6) and Section 2.11(7) and Section 3.2(5) neither the Corporation nor the Warrant Agent shall be under any obligation to deliver to any Participant or Beneficial Owner, nor shall any Participant or Beneficial Owner have any right to require the delivery of, a certificate or other instrument evidencing any interest in Warrants represented by a Global Certificate. Beneficial Owners who are not Participants but who desire to exercise Warrants represented by a Global Certificate or Depository Global Warrant may do so only through a Participant in accordance with Section 3.2(5). (6) If any Warrant is represented by a Global Certificate and any of the following events occurs: (a) the Depository or the Corporation has notified the Warrant Agent that (1) the Depository is unwilling or unable to continue as Depository or (2) the Depository ceases to be a clearing agency in good standing under applicable laws and, in either case, the Corporation is unable to locate a qualified successor Depository within 90 days of delivery of such notice; (b) the Corporation has determined, in its sole discretion, with the consent of the Warrant Agent, to terminate the book entry only system in respect of such Global Certificate and has communicated such determination to the Warrant Agent in writing; (c) the Corporation or the Depository is required by applicable law to take the action contemplated in this Section 2.11(6); or (d) the book entry only system administrated by the Depository ceases to exist, then one or more definitive fully registered Warrant Certificates shall be executed by the Corporation and certified and delivered by the Warrant Agent to the Depository in exchange for the Global Certificate(s) held by the Depository. (7) Fully registered Warrant Certificates issued and exchanged pursuant to Section 2.11(6) shall be registered in such names and in such denominations as the Depository shall instruct the Warrant Agent, provided that the aggregate number of Warrants represented by such Warrant Certificates shall be equal to the aggregate number of Warrants represented by the Global Certificate(s) so exchanged. Upon exchange of a Global Certificate for one or more Warrant Certificates in definitive form, such Global Certificate shall be cancelled by the Warrant Agent. (8) Notwithstanding anything herein or in the terms of the Warrant Certificates to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for: (a) the records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any Person in any Warrant represented by any Global Certificate (other than the applicable Depository or its nominee); (b) maintaining, supervising or reviewing any records of the Depository or any Participant relating to any such interest; or (c) advice or representations made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Participant.
Appears in 2 contracts
Sources: Warrant Indenture (Dragonwave Inc), Warrant Indenture (Dragonwave Inc)
Issue of Global Certificates. (1a) The Corporation may, at its sole option, specify, in by a written order of the Corporation delivered to the Warrant Agent, that some or all of the Warrants are to be represented by one or more Depository Global Warrants or Global Certificates registered in the name of the Depository or its nominee, and in the such event of a Global Certificate, the Corporation shall execute and the Warrant Agent shall certify countersign and deliver one or more Global Certificates that shall:
(a) shall represent the aggregate number of outstanding Warrants to be represented by such Global Certificate(s);.
(b) The rights of Beneficial Owners holding Warrants through the Book-Based System or the BEO System shall be delivered limited to those established by applicable law and the agreements between the Depository and the Depository Participants and the agreements between the Depository Participants and Beneficial Owners. Any rights of such Beneficial Owners shall be exercised solely through a Depository Participant in accordance with Article 4 and the rules and procedures established by the Depository from time to time.
(c) For so long as Warrants are represented by a Global Certificate, if any of the following events occurs:
(i) the Depository notifies the Corporation that is unwilling or unable to continue as depository of the Warrants represented by a Global Certificate and the Corporation is unable to locate a qualified successor,
(ii) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as depositary of the Warrants represented by a Global Certificate and the Corporation is unable to locate a qualified successor,
(iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depositary and the Corporation is unable to locate a qualified successor, or
(iv) the Corporation or the Depository is required by applicable laws to take the action contemplated in this subsection 2.3(c), Registered Certificates shall be issued in exchange for the Global Certificate, or the applicable portion thereof, in accordance with Section 2.8 but subject to the provisions of this Section 2.3. All such Warrants issued and exchanged pursuant to this subsection 2.3(c) shall be registered in such names and in such denominations as the Depository shall instruct the Warrant Agent, provided that the aggregate number of such Warrants shall be equal to the aggregate number of Warrants represented by the Global Certificate so exchanged, and the Global Certificate so exchanged, or the applicable portion thereof, shall be cancelled by the Warrant Agent.
(d) All references herein to actions by, notices given or payments made to Warrantholders shall, where Warrants are held through a Global Certificate, refer to actions taken by, or notices given or payments made to, the Depository upon instruction from the Depository Participants in accordance with applicable procedures. For the purposes of any provision hereof requiring or permitting actions with the consent of or at the direction of Warrantholders evidencing a specified percentage of the aggregate Warrants outstanding, such direction or consent may be given by holders of Warrants acting through the Depository and the Depository Participants owning Warrants evidencing the requisite percentage of the Warrants. The rights of Beneficial Owners shall be limited to those established by applicable laws and agreements between the Depository and the Depository Participants and between such Depository Participants and Beneficial Owners.
(e) Each of the Warrant Agent and the Corporation may deal with the Depository for all purposes as the authorized representative of the respective Warrantholders and such dealing with the Depository shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder. For so long as Warrants are represented by a Global Certificate, if any notice or other communication is required to be given to Warrantholders, the Warrant Agent will give such notices and communications to the Depository or pursuant to the Depository’s instructions; andits nominee.
(c) if the Depository is CDS, bear a legend substantially to the following effect (together with such other legends as shall be instructed by the Corporation in accordance with applicable Securities Laws and the rules of the TSX, NASDAQ or other applicable stock exchange):
(2f) Transfers of beneficial ownership in any Warrant represented by a Global Certificate or by way of a non-certificated issue will be effected only:
only (ai) with respect to the interest of a Depository Participant, through records maintained by the Depository or its nominee for such Global Certificate, and
and (bii) with respect to the interest of any Person person other than a Depository Participant, through records maintained by the Depository Participants. Beneficial Owners who are not Depository Participants but who desire to sell or otherwise transfer ownership of or any other interest in Warrants represented by such Global Certificate may do so only through a Depository Participant.
(3) The rights of Beneficial Owners shall be limited to those established by applicable law and agreements between the Depository and the Participants and between such Participants and Beneficial Owners and must be exercised through a Participant in accordance with the rules and procedures of the Depository.
(4) Each of the parties hereto acknowledges and agrees that such Holders through their respective Participants are collectively entitled, under the terms hereof, to all of the rights accorded to registered holders of Warrants and are bound by all of the obligations of such Holder.
(5) Subject to Section 2.11(6) and Section 2.11(7) and Section 3.2(5) neither the Corporation nor the Warrant Agent shall be under any obligation to deliver to any Participant or Beneficial Owner, nor shall any Participant or Beneficial Owner have any right to require the delivery of, a certificate or other instrument evidencing any interest in Warrants represented by a Global Certificate. Beneficial Owners who are not Participants but who desire to exercise Warrants represented by a Global Certificate or Depository Global Warrant may do so only through a Participant in accordance with Section 3.2(5).
(6) If any Warrant is represented by a Global Certificate and any of the following events occurs:
(a) the Depository or the Corporation has notified the Warrant Agent that (1) the Depository is unwilling or unable to continue as Depository or (2) the Depository ceases to be a clearing agency in good standing under applicable laws and, in either case, the Corporation is unable to locate a qualified successor Depository within 90 days of delivery of such notice;
(b) the Corporation has determined, in its sole discretion, with the consent of the Warrant Agent, to terminate the book entry only system in respect of such Global Certificate and has communicated such determination to the Warrant Agent in writing;
(c) the Corporation or the Depository is required by applicable law to take the action contemplated in this Section 2.11(6); or
(d) the book entry only system administrated by the Depository ceases to exist, then one or more definitive fully registered Warrant Certificates shall be executed by the Corporation and certified and delivered by the Warrant Agent to the Depository in exchange for the Global Certificate(s) held by the Depository.
(7) Fully registered Warrant Certificates issued and exchanged pursuant to Section 2.11(6subsection 2.3(c) hereof as a result of the withdrawal of a number of Warrants from a Global Certificate shall be registered in such names and in such denominations as the Depository shall instruct the Warrant Agent, provided that the aggregate number of Warrants represented by such Warrant Certificates shall be equal to the aggregate number of Warrants represented by the so withdrawn from a Global Certificate(s) so exchangedCertificate. Upon exchange withdrawal of a Global Certificate for one or more Warrant Certificates in definitive form, the number of Warrants represented by such Global Certificate shall be cancelled reduced by the Warrant Agent.
(8) g) Notwithstanding anything herein or in the terms of the Warrant Certificates to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
for (ai) the records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any Person person in any Warrant represented by any Global Certificate (other than the applicable Depository depository or its nominee);
, (bii) for maintaining, supervising or reviewing any records of the Depository or any Depository Participant relating to any such interest; or
, or (ciii) any advice or representations representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Depository Participant.
(h) Registered Certificates issued and exchanged pursuant to subsection 2.3(c) shall be registered in such names and in such denominations as the Depository shall instruct the Warrant Agent, provided that the aggregate number of Warrants represented by such Registered Certificates shall be equal to the aggregate number of Warrants represented by the Global Certificate(s) so exchanged. Upon exchange of a Global Certificate for one or more Registered Certificates in definitive form, such Global Certificate shall be cancelled by the Warrant Agent.
(i) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the Book- Based System or the BEO System, or payments made on account of any interest of any person in Warrants represented by an electronic position in the Book-Based System or the BEO System (other than in respect of the Depository or its nominee);
(ii) maintaining, supervising or reviewing any records of the Depository or any Depository Participant relating to any interest referred to in subsection 2.3(i)(i); or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Depository Participant.
(j) For so long as Warrants are represented by a Global Certificate deposited in CDS, the certificates representing such Warrants shall bear the following legend, or such other legend as may be prescribed by CDS from time to time:
(k) For so long as Warrants are represented by a Global Certificate deposited in DTC, the certificates representing such Warrants shall bear the following legend, or such other legend as may be prescribed by DTC from time to time:
Appears in 1 contract
Sources: Warrant Indenture (Energy Fuels Inc)
Issue of Global Certificates. (1a) The Corporation may, at its sole option, specify, in a written order of the Corporation delivered to the Warrant Agent, that some or all of the Warrants are to be represented by one or more Depository Global Warrants or Global Certificates registered in the name of the Depository CDS or its nominee, and in the such event of a Global Certificate, the Corporation shall execute and the Warrant Agent shall certify countersign and deliver one or more Global Certificates that shall:
(a) shall represent the aggregate number of outstanding Warrants to be represented by such Global Certificate(s);.
(b) be delivered by the Warrant Agent to the Depository or pursuant to the Depository’s instructions; and
(c) if the Depository is CDS, bear a legend substantially to the following effect (together with such other legends as shall be instructed by the Corporation in accordance with applicable Securities Laws and the rules of the TSX, NASDAQ or other applicable stock exchange):
(2) Transfers of beneficial ownership in any Warrant represented by a Global Certificate will be effected only:
only (ai) with respect to the interest of a Participant, through records maintained by the Depository CDS or its nominee for such Global Certificate, and
and (bii) with respect to the interest of any Person person other than a Participant, through records maintained by Participants. Beneficial Owners who are not Participants but who desire to sell or otherwise transfer ownership of or any other interest in Warrants represented by such Global Certificate may do so only through a Participant.
(3c) The rights of Beneficial Owners shall be limited to those established by applicable law and agreements between the Depository CDS and the Participants and between such Participants and Beneficial Owners and must be exercised through a Participant in accordance with the rules and procedures of the DepositoryCDS.
(4) Each of the parties hereto acknowledges and agrees that such Holders through their respective Participants are collectively entitled, under the terms hereof, to all of the rights accorded to registered holders of Warrants and are bound by all of the obligations of such Holder.
(5d) Subject to Section 2.11(6subsection 2.2(e) and Section 2.11(7) and Section 3.2(5) (f), neither the Corporation nor the Warrant Agent shall be under any obligation to deliver to any Participant or Beneficial Owner, nor shall any Participant or Beneficial Owner have any right to require the delivery of, a certificate or other instrument evidencing any interest in Warrants represented by a Global Certificate. Beneficial Owners who except where physical certificates evidencing ownership in the Warrants are not Participants but who desire required to exercise Warrants represented by a Global Certificate deal with Warrant exercises or Depository Global Warrant may do so only through a Participant in accordance with Section 3.2(5)restricted and/or legended securities.
(6e) If any Warrant is represented by a Global Certificate and any of the following events occurs:
(ai) the Depository or the Corporation CDS has notified the Warrant Agent that (1) the Depository CDS is unwilling or unable to continue as Depository the depository or (2) the Depository CDS ceases to be a clearing agency in good standing under applicable laws and, in either case, the Corporation is unable to locate a qualified successor Depository depository within 90 days of delivery of such notice;
(bii) the Corporation has determined, in its is sole discretion, with the consent of the Warrant Agent, to terminate the book entry only system Book-Entry Only System in respect of such Global Certificate and has communicated such determination to the Warrant Agent in writing;
(ciii) the Corporation or the Depository CDS is required by applicable law to take the action contemplated in this Section 2.11(6subsection 2.2(e); or
(div) the book entry only system administrated Book-Entry Only System administered by the Depository CDS ceases to exist, ; then one or more definitive fully registered Warrant Certificates shall be executed by the Corporation and certified countersigned and delivered by the Warrant Agent to the Depository CDS in exchange for the Global Certificate(s) held by the DepositoryCDS.
(7f) Fully registered Warrant Certificates issued and exchanged pursuant to Section 2.11(6subsection 2.2(e) shall be registered in such names and in such denominations as the Depository CDS shall instruct the Warrant Agent, provided that the aggregate number of Warrants represented by such Warrant Certificates shall be equal to the aggregate number of Warrants represented by the Global Certificate(s) so exchanged. Upon exchange of a Global Certificate for one or more Warrant Certificates in definitive form, such Global Certificate shall be cancelled by the Warrant Agent.
(8) g) Notwithstanding anything herein or in the terms of the Warrant Certificates to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
for (ai) the records maintained by the Depository CDS relating to any ownership interests or any other interests interest in the Warrants or the depository system maintained by the DepositoryCDS, or payments made on account of any ownership interest or any other interest of any Person person in any Warrant represented by any Global Certificate (other than the applicable Depository depository or its nominee);
, (bii) maintaining, supervising or reviewing any records of the Depository CDS or any Participant relating to any such interest; or
, or (ciii) any advice or representations representation made or given by the Depository CDS or those contained herein that relate to the rules and regulations of the Depository CDS or any action to be taken by the Depository CDS on its own direction or at the direction of any Participant.
(h) The provisions of section 2.12 with respect to the transfer of Warrants are subject to the provisions of this section 2.2.
Appears in 1 contract