Manner of Exercise of Right to Convert. (a) The holder of a Debenture desiring to convert such Debenture in whole or in part into Common Shares, or in the alternative, the holder who is required to convert such Debenture in whole or in part into Common Shares in accordance with clause 12.1(b) hereof shall surrender such Debenture to the Trustee at its principal office in the City of Calgary together with the conversion form on the back of such Debenture or any other written notice in a form satisfactory to the Corporation, in either case duly executed by the holder or his executors or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in a form and executed in a manner satisfactory to the Corporation, exercising his right or obligation to convert such Debenture in accordance with the provisions of this Article. Thereupon such Debentureholder or, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with all (b) For the purposes of Article 12, a Debenture shall be deemed to be surrendered for conversion by the holder on the date on which it is so surrendered by the holder in accordance with the provisions of this Article and, in the case of a Debenture so surrendered by post or other means of transmission, on the date on which it is received by the Trustee at its office specified herein or on the date in the notice given by the Corporation under clause 12.1(b) hereof, whichever is the first to occur (herein referred to as the "Conversion Date"); provided that if a Debenture is surrendered for conversion on a day on which the register of Common Shares is closed, the person or persons entitled to receive Common Shares shall become the holder or holders of record of such Common Shares as at the date on which such registers are next reopened. (c) Any part, being one thousand ($1,000) dollars or an integral multiple thereof, of a Debenture of a denomination in excess of one thousand ($1,000) dollars may be converted as provided in this Article and all references in this Indenture to conversion of Debentures shall be deemed to include conversion of such parts. (d) The holder of any Debenture of which part only is converted shall surrender the said Debenture to the Trustee, and the Trustee shall cancel the same and shall without charge forthwith certify and deliver to the holder a new Debenture or Debentures in an aggregate principal amount equal to the unconverted part of the principal amount of the Debenture so surrendered. (e) The holder of a Debenture surrendered for conversion in accordance with Article shall rank only in respect of dividends declared in favour of shareholders of record on and after the Conversion Date or such later date as such holder shall become the holder of record of such Common Shares pursuant to this Article, from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid and non-assessable Common Shares. (f) The forwarding of Common Shares by the Trustee or the Corporation to the holders of the Debenture upon conversion of the Debentures as provided in this Article 12 shall satisfy and discharge the Corporation and the Trustee of their obligations hereunder, provided that in the event of non-receipt of certificates representing such Common Shares by the holder, or the loss or destruction thereof, the Corporation, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, shall issue to such holder a replacement certificate or certificates. (g) In the event the principal amount of a Debenture, or any portion thereof, is converted into Common Shares pursuant to the terms hereof, then same shall be applied in the reverse order of payment of indebtedness as is set forth in clause 3.4 hereof.
Appears in 1 contract
Manner of Exercise of Right to Convert. (a) The holder of a Debenture desiring to convert such Debenture in whole or in part into Common Shares, or in the alternative, the holder who is required to convert such Debenture in whole or in part into Common Issuer Shares in accordance with clause 12.1(b) hereof shall surrender such Debenture to the Trustee at its principal office in the City of Calgary Designated Office together with the conversion form on the back of such Debenture or any other written notice in a form satisfactory to the CorporationTrustee, in either case duly executed by the holder or his executors or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in a form and executed in a manner satisfactory to the CorporationTrustee, exercising his right or obligation to convert such Debenture in accordance with the provisions of this Article; provided that with respect to a Global Debenture, the obligation to surrender a Debenture to the Trustee shall be satisfied if the Trustee makes notation on the Global Debenture of the principal amount thereof so converted and the Trustee is provided with all other documentation which it may request. Thereupon such Debentureholder or, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with allall reasonable requirements of the Trustee, his nominee(s) or assignee(s), shall be entitled to be entered in the books of the Issuer as at the Date of Conversion (or such later date as is specified in Section 6.4(b)) as the holder of the number of Issuer Shares into which such Debenture is convertible in accordance with the provisions of this Article and, as soon as practicable thereafter, the Issuer shall deliver to such Debentureholder or, subject as aforesaid, his nominee(s) or assignee(s), a certificate or certificates for such Issuer Shares and make or cause to be made any payment of interest to which such Debentureholders is entitled in accordance with Section 6.4(e) hereof.
(b) For the purposes of Article 12this Article, a Debenture shall be deemed to be surrendered for conversion by the holder on the date (herein called the “Date of Conversion”) on which it is so surrendered by the holder in accordance with the provisions of this Article and, in the case of a Debenture so surrendered by post or other means of transmission, on the date on which it is received by the Trustee at one of its office offices specified herein or on the date in the notice given by the Corporation under clause 12.1(b) hereof, whichever is the first to occur (herein referred to as the "Conversion Date"Section 6.4(a); provided that if a Debenture is surrendered for conversion on a day on which the register of Common Issuer Shares is closed, the person Person or persons Persons entitled to receive Common Issuer Shares shall become the holder or holders of record of such Common Issuer Shares as at the date on which such registers are next reopened.
(c) Any part, being one thousand ($1,000) dollars 1,000 or such other amount as determined by the Issuer, or an integral multiple thereofthereof as applicable, of a Debenture of in a denomination in excess of one thousand ($1,000) dollars 1,000 may be converted as provided in this Article and all references in this Indenture to conversion of Debentures shall be deemed to include conversion of such parts.
(d) The holder of any Debenture Any Debentureholder of which only a part only is converted shall shall, upon the exercise of his or her right of conversion surrender the said Debenture to the Trustee, and the Trustee shall cancel the same and shall without charge forthwith certify and deliver to the holder Debentureholder a new Debenture or Debentures in an aggregate principal amount equal to the unconverted part of the principal amount of the Debenture so surrenderedsurrendered or, with respect to a Global Debenture, the Trustee shall make notations on the Global Debenture of the principal amount thereof so converted.
(e) The holder Debentureholder of a Debenture surrendered for conversion in accordance with Article this Section 6.4 shall be entitled (subject to any applicable restriction or the right to receive interest on conversion of the Debentures of any series) to receive accrued and unpaid interest in respect thereof (net of withholding taxes) from and including the last Interest Payment Date, up to but excluding the Date of Conversion of such Debenture and the Issuer Shares issued upon such conversion shall rank only in respect of distributions or dividends declared in favour of shareholders of record on and after the Date of Conversion Date or such later date as such holder shall become the holder of record of such Common Issuer Shares pursuant to this ArticleSection 6.4(b), from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid and non-assessable Common Issuer Shares.
(f) The forwarding of Common Shares by the Trustee or the Corporation to the holders of the Debenture upon conversion of the Debentures as provided in this Article 12 shall satisfy and discharge the Corporation and the Trustee of their obligations hereunder, provided that in the event of non-receipt of certificates representing such Common Shares by the holder, or the loss or destruction thereof, the Corporation, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, shall issue to such holder a replacement certificate or certificates.
(g) In the event the principal amount of a Debenture, or any portion thereof, is converted into Common Shares pursuant to the terms hereof, then same shall be applied in the reverse order of payment of indebtedness as is set forth in clause 3.4 hereof.
Appears in 1 contract
Sources: Trust Indenture (Algonquin Power & Utilities Corp.)
Manner of Exercise of Right to Convert. (a) The holder of a Debenture Debentures desiring to convert all or any part of the outstanding principal amount of such Debenture in whole or in part Debentures, plus accrued and unpaid interest on such principal amount to but excluding the Date of Conversion, into Common Shares, or in the alternative, the holder who is required to convert such Debenture in whole or in part into Common Shares in accordance with clause 12.1(b) hereof Stapled Units shall surrender such Debenture Debentures to the Debenture Trustee at its principal office offices in the City of Vancouver or Calgary together with the conversion form on attached hereto as Schedule “C” (the back of such Debenture “Conversion Notice”) or any other written notice in a form satisfactory to the CorporationDebenture Trustee and, unless the Company notifies the Debentureholder otherwise, Appendix “A” to the Conversion Notice completed in either case accordance with the provided instructions, both duly executed by the holder or his his, her or its executors or administrators or other legal representatives or his his, her or their attorney duly appointed by an instrument in writing in a form and executed in a manner satisfactory to the CorporationDebenture Trustee, exercising his his, her or its right or obligation to convert such Debenture Debentures in accordance with the provisions of this Article; provided that with respect to a Global Debenture, the obligation to surrender Debentures to the Debenture Trustee shall be satisfied if the Debenture Trustee makes notation on the Global Debenture of the principal amount thereof so converted and the Debenture Trustee is provided with all other documentation which it may request. Thereupon such Debentureholder oror his, her or its nominee(s) or assignee(s), subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with allall reasonable requirements of the Debenture Trustee, shall be entitled to be entered in the books of the Company on the Date of Conversion, provided that the register of Stapled Units is open on that date (or such later date as is specified in Section 6.4(b)), as the holder of the number of Stapled Units into which such Debenture is convertible, net of applicable withholding taxes, if any, in accordance with the provisions of this Article and, as soon as practicable thereafter, the Company shall deliver to such Debentureholder or, subject as aforesaid, his, her or its nominee(s) or assignee(s), a certificate or certificates representing the securities constituting such Stapled Units and make or cause to be made any payment in respect of fractional Stapled Units as provided in Section 6.8.
(b) For the purposes of Article 12this Article, a Debenture the Debentures shall be deemed to be surrendered for conversion by the holder on the date (herein called the “Date of Conversion”) on which it is they are so surrendered by when the holder register of the Debenture Trustee is open and in accordance with the provisions of this Article or, in the case of a Global Debenture in respect of which the Debenture Trustee received notice of and all necessary documentation in connection with the exercise of the conversion rights and, in the case of a Debenture so surrendered by post or other means of transmission, on the date on which it is received by the Debenture Trustee at its office specified herein or on the date in the notice given by the Corporation under clause 12.1(b) hereof, whichever is the first to occur (herein referred to as the "Conversion Date"Section 6.4(a); provided that if a Debenture is Debentures are surrendered for conversion on a day on which the register of Common Shares Stapled Units is closed, the person Person or persons Persons entitled to receive Common Shares Stapled Units shall become the holder or holders of record of such Common Shares Stapled Units as at the date on which such registers are next reopened.
(c) Any part, being one thousand ($1,000) dollars or an integral multiple thereof, of a Debenture of a denomination in excess of one thousand ($1,000) dollars may be converted as provided in this Article and all references in this Indenture to conversion of Debentures shall be deemed to include conversion of such parts.
(d) The holder of any Debenture Debentures of which only a part only is converted shall shall, upon the exercise of his, her or its right of conversion, surrender the said Debenture such Debentures to the Debenture Trustee, and the Debenture Trustee shall cancel the same and shall without charge forthwith certify and deliver to the holder a new Debenture or Debentures in an aggregate principal amount equal to the unconverted part of the principal amount of the Debenture so surrenderedsurrendered or, with respect to a Global Debenture, the Debenture Trustee shall make notations on the Global Debentures of the principal amount thereof so converted.
(ed) The holder of a Debenture surrendered for Stapled Units issued upon such conversion in accordance with Article shall rank only in respect of distributions or dividends declared in favour of shareholders Unitholders of record on and after the Date of Conversion Date or such later date as such holder shall become the holder of record of such Common Shares Stapled Units pursuant to this ArticleSection 6.4(b), from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid and non-assessable Common SharesStapled Units.
(fe) The forwarding In order to convert part or all of Common Shares by the Trustee or outstanding principal amount of Debentures, plus accrued and unpaid interest thereon, into Stapled Units, the Corporation Debentureholder must, unless the Company notifies the Debentureholder otherwise, provide to the Company, with the conversion form or notice specified in Section 6.4(a), Appendix “A” to the Conversion Notice completed in accordance with the provided instructions to permit the Company to complete the Election Form and execute and file the Election Form with the CRA so that a joint election of the Debentureholder and the Company can be made under the provisions of Section 85 of the Tax Act in respect of the conversion. The Company is hereby irrevocably appointed (and the successive respective holders of the Debenture upon conversion Debentures by taking and holding the same shall be conclusively deemed to have so appointed the Company) the true and lawful attorney-in-fact of the Debentureholder converting such principal amount of Debentures and such accrued and unpaid interest with authority on behalf of the Debentureholder (i) to complete the Election Form as provided required under Section 85 of the Tax Act in this Article 12 shall satisfy and discharge such manner as to deem the Corporation and the Trustee proceeds of their obligations hereunder, provided that in the event disposition of non-receipt of certificates representing such Common Shares by the holder, or the loss or destruction thereof, the Corporation, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, shall issue to such holder a replacement certificate or certificates.
(g) In the event the principal amount of a Debenture, or any portion thereof, is converted into Common Shares pursuant the Debentures and all accrued and unpaid interest on such principal amount for the purposes of the Tax Act on the conversion to be equal to the terms hereoffair market value of the principal amount of the Debentures and accrued and unpaid interest so converted at the time of the conversion, then same shall be applied as determined by the Company and (ii) to execute and file such Election Form with the CRA. The Company will deliver a copy of the signed Election Form to the Debentureholder, in the reverse order of payment of indebtedness as is set forth manner provided in clause 3.4 hereofSection 13.2, after the Election Form has been filed with the CRA.
Appears in 1 contract
Manner of Exercise of Right to Convert. (a1) The holder of a Debenture desiring to convert such Debenture in whole or in part into Common Shares, or in the alternative, the holder who is required to convert such Debenture in whole or in part into Common Shares in accordance with clause 12.1(b) hereof shall surrender such Debenture to the Trustee at its principal office in the City of Calgary Calgary, Alberta together with one or more conversion notices in the conversion form on the back of such Debenture Schedule B or any other written notice or notices in a form satisfactory to the CorporationTrustee (including, in either case for greater certainty, electronically with an original to follow promptly upon request by the Trustee) duly executed by the holder or his their executors or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in a form and executed in a manner satisfactory to the CorporationTrustee, exercising his their right or obligation to convert such Debenture in accordance with the provisions of this Article. Thereupon such Debentureholder orDebentureholder, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with allall reasonable requirements of the Trustee, or their nominee(s) or assignee(s) shall be entitled to be entered in the books of the Corporation as at the Date of Conversion (or such later date as is specified in subsection 6.4(2)) as the holder of the number of Common Shares, as applicable, into which such Debenture is convertible in accordance with the provisions of this Article and, within two (2) Business Days, the Corporation shall deliver to such Debentureholder or, subject as aforesaid, their nominee(s) or assignee(s), a certificate or certificates for such Common Shares, including with respect to any payment of interest to which such holder is entitled in accordance with subsection 6.4(5).
(b2) For the purposes of Article 12this Article, a Debenture or any part thereof shall be deemed to be surrendered for conversion by the holder on the date (herein called the “Date of Conversion”) on which it is so surrendered by when the holder register of the Trustee is open and in accordance with the provisions of this Article and all necessary documentation in respect of the exercise of the conversion rights and, in the case of a Debenture so surrendered by post mail or other means of transmission, on the date on which it is received by the Trustee at its office specified herein or on the date in the notice given by the Corporation under clause 12.1(b) hereof, whichever is the first to occur (herein referred to as the "Conversion Date")Section 13.3; provided that if a Debenture is surrendered for conversion on a day on which the register of Common Shares is closed, the person Person or persons Persons entitled to receive Common Shares shall become the holder or holders of record of such Common Shares as at the date on which such registers are next reopened.
(c3) Any part, being one thousand ($1,000) dollars 1,000 or an integral multiple of $1,000 thereof, of a Debenture of in a denomination in excess of one thousand ($1,000) dollars 1,000 may be converted as provided in this Article and all references in this Indenture to conversion of Debentures shall be deemed to include conversion of such parts.
(d4) The holder of any Debenture of which only a part only is converted shall shall, upon the exercise of their right of conversion, surrender the said such Debenture to the TrusteeTrustee in accordance with subsection 6.4(1), and the Trustee shall cancel the same and shall without charge forthwith certify and deliver to the holder a new Debenture or Debentures in an aggregate principal amount equal to the unconverted part of the principal amount of the Debenture so surrendered.
(e5) The holder of a Debenture surrendered for conversion in accordance with Article this Section 6.4 shall be entitled (subject to any applicable restriction on the right to receive interest on conversion of Debentures) to receive accrued and unpaid interest in respect thereof, in Common Shares, up to but excluding the Date of Conversion and the Common Shares issued upon such conversion shall rank only in respect of distributions or dividends declared in favour of shareholders of record on and after the Date of Conversion Date or such later date as such holder shall become the holder of record of such Common Shares pursuant to this Articlesubsection 6.4(2), from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid and non-assessable Common Shares.
(f) The forwarding of Common Shares by the Trustee or the Corporation to the holders of the Debenture upon conversion of the Debentures as provided in this Article 12 shall satisfy and discharge the Corporation and the Trustee of their obligations hereunder, provided that in the event of non-receipt of certificates representing such Common Shares by the holder, or the loss or destruction thereof, the Corporation, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, shall issue to such holder a replacement certificate or certificates.
(g) In the event the principal amount of a Debenture, or any portion thereof, is converted into Common Shares pursuant to the terms hereof, then same shall be applied in the reverse order of payment of indebtedness as is set forth in clause 3.4 hereof.
Appears in 1 contract
Sources: Indenture (Canopy Growth Corp)
Manner of Exercise of Right to Convert.
(a) The holder Holder of a Debenture desiring to convert such Debenture in whole or in part into Common Shares, or in the alternative, the holder who is required to convert such Debenture in whole or in part into Common Shares in accordance with clause 12.1(b) hereof shall surrender such Debenture to the Trustee at its principal office in the City of Calgary Calgary, Alberta, together with the conversion form on the back of such Debenture notice set out in Schedule “A” or any other written notice in a form satisfactory to the CorporationTrustee, in either case duly executed by the holder Holder or his executors or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in a form and executed in a manner satisfactory to the CorporationTrustee, exercising his right or obligation to convert such Debenture in accordance with the provisions of this Article; provided that with respect to Uncertificated Debentures, the obligation to surrender a Debenture to the Trustee shall be satisfied if the Trustee is provided with all documentation which it may request. Thereupon such Debentureholder or, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with allall reasonable requirements of the Trustee, his nominee(s) or assignee(s) shall be entitled to be entered in the books of the Corporation as at the Date of Conversion (or such later date as is specified in Section 4.1 and Section 4.4(b)) as the Holder of the number of Common Shares into which such Debenture is convertible in accordance with the provisions of this Article and, as soon as practicable thereafter, the Corporation shall electronically deposit the Common Shares as directed by the Debentureholder or deliver to such Debentureholder or, subject as aforesaid, his nominee(s) or assignee(s), a certificate or certificates for such Common Shares and make or cause to be made any payment of interest to which such Holder is entitled in accordance with Section 4.4(e).
(b) For the purposes of Article 12Section 4.1, a Debenture shall be deemed to be surrendered for conversion by the holder on the date (the “Date of Conversion”) on which it is so surrendered by when the holder register of the Trustee is open and in accordance with the provisions of this Article or, in the case of Uncertificated Debentures which the Trustee received notice of and all necessary documentation in respect of the exercise of the conversion rights and, in the case of a Debenture so surrendered by post or other means of transmission, on the date on which it is received by the Trustee at its principal office specified herein or on the date in the notice given by the Corporation under clause 12.1(b) hereof, whichever is the first to occur (herein referred to as the "Conversion Date"Section 4.4(a); provided that if a Debenture is surrendered for conversion on a day on which the register of Common Shares is closed, the person Person or persons Persons entitled to receive Common Shares shall become the holder Holder or holders of record of such Common Shares as at the date on which such registers are next reopened.reopened.
(c) Any part, being one thousand ($1,000) dollars 1,000 or an integral multiple thereof, of a Debenture of in a denomination in excess of one thousand ($1,000) dollars 1,000 may be converted as provided in this Article and all references in this Indenture to conversion of Debentures shall be deemed to include conversion of such parts.
(d) The holder Holder of any Debenture of which only a part only is converted shall shall, upon the exercise of his, her or its right of conversion surrender the said such Debenture to the TrusteeTrustee in accordance with Section 4.4(a), and the Trustee shall cancel the same and shall without charge forthwith certify Authenticate and deliver to the holder Holder a new Debenture or Debentures in an aggregate principal amount equal to the unconverted part of the principal amount of the Debenture so surrendered. It is understood and agreed by the parties hereto that, unless the Trustee is otherwise in a position to perform electronic conversions, in every instance where Uncertificated Debentures held through the NCI are to be converted in whole or in part, such Debentures being converted shall not be represented by Certificated Debentures, and it shall be sufficient for the Trustee to convert such Debentures upon receiving either the attached exercise form executed by the Depository or an NCI Letter of Instruction in a form agreed upon by the Trustee and the Depository, or such other form that they may require from time to time.
(e) The holder Holder of a Debenture surrendered for conversion in accordance with Article this Section 4.4 shall be entitled (subject to any applicable restriction on the right to receive interest on conversion of Debentures of any series) to receive accrued and unpaid interest in respect thereof from the date of the last Interest Payment Date up to but excluding the Date of Conversion (less applicable withholding taxes, if any), and the Common Shares issued upon such conversion shall rank only in respect of distributions or dividends declared in favour of shareholders of record on and after the Date of Conversion Date or such later date as such holder Holder shall become the holder Holder of record of such Common Shares pursuant to this ArticleSection 4.4(b), from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid and non-assessable Common Shares.
(f) The forwarding of Common Shares by the Trustee or the Corporation to the holders of the Debenture upon conversion of the Debentures as provided in this Article 12 shall satisfy and discharge the Corporation and the Trustee of their obligations hereunder, provided that in the event of non-receipt of certificates representing such Common Shares by the holder, or the loss or destruction thereof, the Corporation, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, shall issue to such holder a replacement certificate or certificates.
(g) In the event the principal amount of a Debenture, or any portion thereof, is converted into Common Shares pursuant to the terms hereof, then same shall be applied in the reverse order of payment of indebtedness as is set forth in clause 3.4 hereof.Shares.
Appears in 1 contract
Sources: Indenture
Manner of Exercise of Right to Convert. (a1) The holder of a Debenture desiring to convert such Debenture in whole or in part into Common Shares, or in the alternative, the holder who is required to convert such Debenture in whole or in part into Common Shares in accordance with clause 12.1(b) hereof shall surrender such Debenture prior to the Expiry Time to the Trustee at its principal office in the City of Calgary Toronto (or at such additional place or places as the Corporation with the approval of the Trustee may determine) together with the conversion form on the back reverse side of the Debenture Certificate in respect of such Debenture or any other written notice in a form satisfactory to the CorporationTrustee, in either case duly executed by the holder or his executors or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in a form and substance satisfactory to the Trustee and executed in a manner satisfactory to the CorporationTrustee, with signatures medallion guaranteed or guaranteed by a Canadian chartered bank, a trust company or a member firm of The Toronto Stock Exchange (the "EXCHANGE") or other recognized stock exchange if Shares are to be issued to a person other than a holder, exercising his right or obligation its rights to convert such Debenture in accordance with the provisions of this Article. Thereupon such Debentureholder orand/or, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with allall reasonable requirements of the Trustee, its nominee(s) or assignee(s), shall, subject to the provisions of Subsection 4.4(6) and Section 4.8, be entitled to be entered in the books of the Corporation as at the Date of Conversion (or such later date as is specified in Subsection 4.3(2)) as the holder of the number of Shares into which such Debenture is convertible in accordance with the provisions of this Article and, as soon as practicable thereafter, the Corporation shall deliver to such Debentureholder and/or, subject as aforesaid, its nominee(s) or assignee(s), a certificate or certificates for such Shares and, if applicable, a cheque for any amount payable under this Article.
(b2) For the purposes of Article 12this Article, a Debenture shall be deemed to be surrendered for conversion by the holder on the date (herein called the "DATE OF CONVERSION") on which it is so surrendered by the holder in accordance with the provisions of this Article and, in the case of a Debenture so surrendered by post or other means of transmission, on the date on which it is received by the Trustee at its office specified herein or on the date in the notice given by the Corporation under clause 12.1(bSubsection (1) hereof, whichever is the first to occur (herein referred to as the "Conversion Date")of this Section; provided that if a Debenture is surrendered for conversion on a day on which the register of Common Shares is closed, the person or persons entitled to receive Common Shares shall shall, except as provided in Subsection 4.4(6), become the holder or holders of record of such Common Shares as at the date on which such registers are register is next reopened.
(c) Any part, being one thousand ($1,000) dollars or an integral multiple thereof, of . If a Debenture is surrendered for conversion on, or during the 15 Business Days preceding, any interest payment date or the day of a denomination in excess selection by the Trustee of one thousand ($1,000) dollars may be converted as provided in this Article and all references in this Indenture to conversion of any Debentures for redemption, such Debenture shall be deemed to include be surrendered for conversion of on the Business Day immediately following such partsinterest payment date or the date on which the Debentures are selected for redemption.
(d3) The holder of any Debenture of which part only is converted shall shall, upon the exercise of his right of conversion, surrender the Debenture Certificate in respect of said Debenture to the Trustee, and the Trustee shall cancel the same and shall without charge to the holder forthwith certify and deliver to the holder a new Debenture Certificate or Debentures Debenture Certificates in an aggregate principal amount equal to the unconverted part of the principal amount of the Debenture so surrendered.
(e4) The holder of a Debenture surrendered for conversion in accordance with Article this Section 4.3 shall be entitled to receive accrued and unpaid interest in respect thereof only for the period up to the interest payment date, if any, which falls on the Date of Conversion or, if the Date of Conversion is not an interest payment date, for the period up to the interest payment date immediately preceding the Date of Conversion; and there shall be no payment or adjustment by the Corporation on account of any interest accrued or accruing on such Debenture from the date of the latest interest payment date. The Shares issued upon conversion shall rank only in respect of dividends declared in favour of shareholders holders of record of Shares on and after the Date of Conversion Date or such later date as such holder shall become the holder of record of such Common Shares pursuant to this ArticleSubsection 4.3(2), from which applicable date they will for all purposes be by and be deemed to be issued and outstanding as fully paid and non-assessable Common Shares.
(f) The forwarding of Common Shares by the Trustee or the Corporation to the holders of the Debenture upon conversion of the Debentures as provided in this Article 12 shall satisfy and discharge the Corporation and the Trustee of their obligations hereunder, provided that in the event of non-receipt of certificates representing such Common Shares by the holder, or the loss or destruction thereof, the Corporation, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, shall issue to such holder a replacement certificate or certificates.
(g) In the event the principal amount of a Debenture, or any portion thereof, is converted into Common Shares pursuant to the terms hereof, then same shall be applied in the reverse order of payment of indebtedness as is set forth in clause 3.4 hereof.
Appears in 1 contract
Manner of Exercise of Right to Convert. (a) The holder of a Debenture desiring to convert such Debenture in whole or in part into Common Shares, or in the alternative, the holder who is required to convert such Debenture in whole or in part into Common Shares in accordance with clause 12.1(b) hereof Trust Units shall surrender such Debenture to the Debenture Trustee at its principal office in the City of Calgary together with a conversion notice in the conversion form on the back of such Debenture attached hereto as Schedule D or any other written notice in a form satisfactory to the CorporationDebenture Trustee, in either case duly executed by the holder or his executors or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in a form and executed in a manner satisfactory to the CorporationDebenture Trustee, exercising his right or obligation to convert such Debenture in accordance with the provisions of this Article. Thereupon such Debentureholder or, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with allall reasonable requirements of the Debenture Trustee, his nominee(s) or assignee(s) shall be entitled to be entered in the books of the Trust as at the Date of Conversion (or such later date as is specified in Section 6.4(b)) as the holder of the number of Trust Units into which such Debenture is convertible in accordance with the provisions of this Article and, as soon as practicable thereafter, the Trust shall deliver to such Debentureholder or, subject as aforesaid, his nominee(s) or assignee(s), a certificate or certificates for such Trust Units and make or cause to be made any payment of interest to which such holder is entitled in accordance with Section 6.4(e) hereof.
(b) For the purposes of Article 12this Article, a Debenture shall be deemed to be surrendered for conversion by the holder on the date (herein called the “Date of Conversion”) on which it is so surrendered by the holder in accordance with the provisions of this Article and, in the case of a Debenture so surrendered by post or other means of transmission, on the date on which it is received by the Debenture Trustee at its office specified herein or on the date in the notice given by the Corporation under clause 12.1(b) hereof, whichever is the first to occur (herein referred to as the "Conversion Date"Section 6.4(a); provided that if a Debenture is surrendered for conversion on a day on which the register of Common Shares Trust Units is closed, the person or persons entitled to receive Common Shares Trust Units shall become the holder or holders of record of such Common Shares Trust Units as at the date on which such registers are register is next reopened.
(c) Any part, being one thousand ($1,000) dollars 1,000 or an integral multiple thereof, of a Debenture of in a denomination in excess of one thousand ($1,000) dollars 1,000 may be converted as provided in this Article and all references in this Indenture to conversion of Debentures shall be deemed to include conversion of such partspart.
(d) The Upon a holder of any Debenture exercising his right of which conversion in respect of only a part only is converted shall surrender of the said Debenture and surrendering such Debenture to the TrusteeDebenture Trustee in accordance with Section 6.4(a), and the Debenture Trustee shall cancel the same and shall without charge forthwith certify and deliver to the holder a new Debenture or Debentures in an aggregate principal amount equal to the unconverted part of the principal amount of the Debenture so surrenderedsurrendered or, with respect to a Global Debenture, the Depository shall make notations on the Global Debenture of the principal amount thereof so converted.
(e) The holder of a Debenture surrendered for conversion in accordance with Article this Section 6.4 shall be entitled (subject to any applicable restriction on the right to receive interest on conversion of Debentures of any series) to receive accrued and unpaid interest in respect thereof up to but excluding the Date of Conversion and the Trust Units issued upon such conversion shall rank only in respect of distributions or dividends declared in favour of shareholders unitholders of record on and after the Date of Conversion Date or such later date as such holder shall become the holder of record of such Common Shares Trust Units pursuant to this ArticleSection 6.4(b), from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid and non-assessable Common SharesTrust Units.
(f) The forwarding of Common Shares by the Trustee or the Corporation to the holders of the Debenture upon conversion of the Debentures as provided in this Article 12 shall satisfy and discharge the Corporation and the Trustee of their obligations hereunder, provided that in the event of non-receipt of certificates representing such Common Shares by the holder, or the loss or destruction thereof, the Corporation, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, shall issue to such holder a replacement certificate or certificates.
(g) In the event the principal amount of a Debenture, or any portion thereof, is converted into Common Shares pursuant to the terms hereof, then same shall be applied in the reverse order of payment of indebtedness as is set forth in clause 3.4 hereof.
Appears in 1 contract
Manner of Exercise of Right to Convert. (a) The holder of a Debenture desiring to convert such Debenture in whole or in part into Common Shares, or in the alternative, the holder who is required to convert such Debenture in whole or in part into Freely Tradeable Common Shares in accordance with clause 12.1(b) hereof shall surrender such Debenture to the Debenture Trustee at its principal office in the City of Calgary Designated Office together with the conversion form on the back of such Debenture or any other written notice in a form satisfactory to the CorporationDebenture Trustee, in either case duly executed by the holder or his its executors or administrators or other legal representatives or his its or their attorney duly appointed by an instrument in writing in a form and executed in a manner satisfactory to the CorporationDebenture Trustee, exercising his its right or obligation to convert such Debenture in accordance with the provisions of this Article. Thereupon such Debentureholder orThereupon, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with allall reasonable requirements of the Debenture Trustee, such Debentureholder or its nominee(s) or assignee(s), shall be entitled to be entered in the books of the Corporation as at the Date of Conversion (or such later date as is specified in Section 6.3(b)) as the holder of the number of Common Shares into which such Debenture is convertible in accordance with the provisions of this Article and, as soon as practicable thereafter, subject as aforesaid, the Corporation shall deliver to such Debentureholder or its nominee(s) or assignee(s), a certificate or certificates for such Common Shares.
(b) For the purposes of Article 12this Article, a Debenture shall be deemed to be surrendered for conversion by the holder on the date (herein called the “Date of Conversion”) on which it is so surrendered by the holder in accordance with the provisions of this Article and, in the case of a Debenture so surrendered by post or other means of transmission, on the date on which it is received by the Debenture Trustee at its office specified herein or on the date in the notice given by the Corporation under clause 12.1(b) hereof, whichever is the first to occur (herein referred to as the "Conversion Date")Designated Office; provided that if a Debenture is surrendered for conversion on a day on which the register of Common Shares is closed, the person or persons entitled to receive Common Shares shall become the holder or holders of record of such Common Shares as at the date on which such registers are next reopened.
(c) Any part, being one thousand ($1,000) dollars 1,000 or an integral multiple thereof, of a Debenture of in a denomination in excess of one thousand ($1,000) dollars 1,000 may be converted as provided in this Article and all references in this Trust Indenture to conversion of Debentures shall be deemed to include conversion of such parts.
(d) The holder of any Debenture of which only a part only is converted shall shall, upon the exercise of its right of conversion surrender the said Debenture to the Debenture Trustee, and the Debenture Trustee shall cancel the same and shall without charge forthwith certify and deliver to the holder a new Debenture or Debentures in an aggregate principal amount equal to the unconverted part of the principal amount of the Debenture so surrendered.
(e) The holder of a Debenture surrendered for conversion in accordance with Article this Section 6.3 shall be entitled to receive accrued and unpaid interest in respect thereof up to but excluding the Date of Conversion of such Debenture (less any tax required to be withheld pursuant to Section 7.8, if any) and the Common Shares issued upon such conversion shall rank only in respect of distributions or dividends declared in favour of shareholders of record on and after the Date of Conversion Date or such later date as such holder shall become the holder of record of such Common Shares pursuant to this ArticleSection 6.3(b), from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid and paid, non-assessable Common Shares.
(f) The forwarding of Common Shares by the Trustee or the Corporation to the holders of the Debenture upon conversion of the Debentures as provided in this Article 12 shall satisfy and discharge the Corporation and the Trustee of their obligations hereunder, provided that in the event of non-receipt of certificates representing such Common Shares by the holder, or the loss or destruction thereof, the Corporation, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, shall issue to such holder a replacement certificate or certificates.
(g) In the event the principal amount of a Debenture, or any portion thereof, is converted into Common Shares pursuant to the terms hereof, then same shall be applied in the reverse order of payment of indebtedness as is set forth in clause 3.4 hereof.
Appears in 1 contract
Sources: Trust Indenture (Wi-Lan Inc.)
Manner of Exercise of Right to Convert. (a1) The holder of a Debenture desiring to convert such Debenture in whole or in part into Common Shares, or in the alternative, the holder who is required to convert such Debenture in whole or in part into Common Shares in accordance with clause 12.1(b) hereof shall surrender such Debenture to the Trustee at its principal office in the City of Calgary ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, together with the conversion form on the back of such Debenture notice set out in Schedule 2.2 or any other written notice in a form satisfactory to the CorporationTrustee, in either case duly executed by the holder or his executors or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in a form and executed in a manner satisfactory to the CorporationTrustee, exercising his right or obligation to convert such Debenture in accordance with the provisions of this Article; provided that with respect to Uncertificated Debentures, the obligation to surrender a Debenture to the Trustee shall be satisfied if the Trustee is provided with all documentation which it may request. Thereupon such Debentureholder or, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with allall reasonable requirements of the Trustee, his nominee(s) or assignee(s) shall be entitled to be entered in the books of the Corporation as at the Date of Conversion (or such later date as is specified in Section 4.1 and Section 4.4(2)) as the holder of the number of Common Shares into which such Debenture is convertible in accordance with the provisions of this Article and, as soon as practicable thereafter, the Corporation shall electronically deposit the Common Shares as directed by the Debentureholder or deliver to such Debentureholder or, subject as aforesaid, his nominee(s) or assignee(s), a certificate or certificates for such Common Shares and make or cause to be made any payment of interest to which such holder is entitled in accordance with Section 4.4(5).
(b2) For the purposes of Article 12Section 4.1, a Debenture shall be deemed to be surrendered for conversion by the holder on the date (herein called the “Date of Conversion”) on which it is so surrendered by when the holder register of the Trustee is open and in accordance with the provisions of this Article or, in the case of Uncertificated Debentures which the Trustee received notice of and all necessary documentation in respect of the exercise of the conversion rights and, in the case of a Debenture so surrendered by post or other means of transmission, on the date on which it is received by the Trustee at its principal office specified herein or on the date in the notice given by the Corporation under clause 12.1(b) hereof, whichever is the first to occur (herein referred to as the "Conversion Date"Section 4.4(1); provided that if a Debenture is surrendered for conversion on a day on which the register of Common Shares is closed, the person Person or persons Persons entitled to receive Common Shares shall become the holder or holders of record of such Common Shares as at the date on which such registers are next reopened.
(c3) Any part, being one thousand ($1,000) dollars 1,000 or an integral multiple thereof, of a Debenture of in a denomination in excess of one thousand ($1,000) dollars 1,000 may be converted as provided in this Article and all references in this Indenture to conversion of Debentures shall be deemed to include conversion of such parts.
(d4) The holder of any Debenture of which only a part only is converted shall shall, upon the exercise of his, her or its right of conversion surrender the said such Debenture to the TrusteeTrustee in accordance with Section 4.4(1), and the Trustee shall cancel the same and shall without charge forthwith certify Authenticate and deliver to the holder a new Debenture or Debentures in an aggregate principal amount equal to the unconverted part of the principal amount of the Debenture so surrendered. It is understood and agreed by the parties hereto that, unless the Trustee is otherwise in a position to perform electronic conversions, in every instance where Uncertificated Debentures held through the NCI are to be converted in whole or in part, such Debentures being converted shall not be represented by Certificated Debentures, and it shall be sufficient for the Trustee to convert such Debentures upon receiving either the attached exercise form executed by the Depository or an NCI Letter of Instruction in a form agreed upon by the Trustee and the Depository, or such other form that they may require from time to time.
(e5) The holder of a Debenture surrendered for conversion in accordance with Article this Section 4.4 shall be entitled (subject to any applicable restriction on the right to receive interest on conversion of Debentures of any series) to receive accrued and unpaid interest in respect thereof from the date of the last Interest Payment Date up to but excluding the Date of Conversion (less applicable withholding taxes, if any), and the Common Shares issued upon such conversion shall rank only in respect of distributions or dividends declared in favour of shareholders of record on and after the Date of Conversion Date or such later date as such holder shall become the holder of record of such Common Shares pursuant to this ArticleSection 4.4(2), from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid and non-assessable Common Shares.
(f) The forwarding of Common Shares by the Trustee or the Corporation to the holders of the Debenture upon conversion of the Debentures as provided in this Article 12 shall satisfy and discharge the Corporation and the Trustee of their obligations hereunder, provided that in the event of non-receipt of certificates representing such Common Shares by the holder, or the loss or destruction thereof, the Corporation, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, shall issue to such holder a replacement certificate or certificates.
(g) In the event the principal amount of a Debenture, or any portion thereof, is converted into Common Shares pursuant to the terms hereof, then same shall be applied in the reverse order of payment of indebtedness as is set forth in clause 3.4 hereof.
Appears in 1 contract
Sources: Indenture
Manner of Exercise of Right to Convert. (a) The holder of a Debenture desiring to convert such Debenture in whole or in part into Common SharesShares shall prior to the Time of Expiry, or in the alternative, the holder who is required to convert such Debenture in whole or in part into Common Shares in accordance with clause 12.1(b) hereof shall surrender such Debenture to the Trustee at its principal office in the City of Calgary Calgary, together with the conversion written notice, substantially in the form on of the back of such Debenture Schedule attached hereto (the “Conversion Notice”) or any other written notice in a form satisfactory to the CorporationTrustee, in either case duly executed by the holder or his executors or administrators or executors, administrators, successors, other legal representatives or his or their attorney duly appointed by an instrument in writing in a form and executed in a manner satisfactory to the CorporationTrustee, exercising his right or obligation to convert such Debenture in accordance with the provisions of this ArticleSection. Thereupon such Debentureholder orshall be entitled to be entered in the books of the Corporation as at the Date of Conversion as the holder of the number of Common Shares into which such Debenture is convertible in accordance with the provisions of this Section and, subject as soon as practicable thereafter, the Corporation shall deliver to payment of all applicable stamp such Debentureholder a certificate or security transfer taxes or other governmental charges and compliance with all
(b) certificates for such Common Shares. For the purposes of Article 12this Section 4, a Debenture shall be deemed to be surrendered for conversion by the holder on the date (herein called “Date of Conversion”) on which it is so surrendered by the holder in accordance with the provisions of this Article Section and, in the case of a Debenture so surrendered by post or other means of transmission, on the date on which it is received by the Trustee at its office specified herein or on the date in the notice given by the Corporation under clause 12.1(b) hereof, whichever is the first to occur (herein referred to as the "Conversion Date")Trustee; provided that if a Debenture is surrendered for conversion on a day on which the register of Common Shares is closed, the person or persons entitled to receive Common Shares shall become the holder or holders of record of such Common Shares as at the date on which such registers are next reopened.
(c) . Any part, being one thousand a minimum of One Thousand ($1,0001,000.00) dollars or an integral multiple thereofDollars, of a Debenture of a denomination in excess of one thousand One Thousand ($1,0001,000.00) dollars Dollars may be converted as provided in this Article Section and all references in this Indenture indenture to conversion of Debentures shall be deemed to include conversion of such partsportions.
(d) The holder of any Debenture of which part only is converted shall surrender the said Debenture to the Trustee, and the Trustee shall cancel the same and shall without charge forthwith certify and deliver to the holder a new Debenture or Debentures in an aggregate principal amount equal to the unconverted part of the principal amount of the Debenture so surrendered.
(e) The holder of a Debenture surrendered for conversion in accordance with Article shall rank only in respect of dividends declared in favour of shareholders of record on and after the Conversion Date or such later date as such holder shall become the holder of record of such Common Shares pursuant to this Article, from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid and non-assessable Common Shares.
(f) The forwarding of Common Shares by the Trustee or the Corporation to the holders of the Debenture upon conversion of the Debentures as provided in this Article 12 shall satisfy and discharge the Corporation and the Trustee of their obligations hereunder, provided that in the event of non-receipt of certificates representing such Common Shares by the holder, or the loss or destruction thereof, the Corporation, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, shall issue to such holder a replacement certificate or certificates.
(g) In the event the principal amount of a Debenture, or any portion thereof, is converted into Common Shares pursuant to the terms hereof, then same shall be applied in the reverse order of payment of indebtedness as is set forth in clause 3.4 hereof.
Appears in 1 contract
Manner of Exercise of Right to Convert. (a) The holder Holder of a Debenture desiring to convert such Debenture in whole or in part into Common Shares, or in the alternative, the holder who is required wishing to convert such Debenture in whole or in part into Common Shares in accordance with clause 12.1(b) hereof shall surrender such Debenture prior to the Conversion Deadline, to the Debenture Trustee at its principal office stock and bond transfer offices in the City Cities of Calgary Vancouver, British Columbia or ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, together with the completed conversion form on the back of attached to such Debenture or any other written notice in a form and substance satisfactory to the CorporationDebenture Trustee, in either case duly executed by the holder Holder or his the Holder’s executors or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing and in a form and executed in a manner substance satisfactory to the CorporationDebenture Trustee, exercising his the Holder’s right or obligation to convert such Debenture in accordance with the provisions of this ArticleArticle 4. Thereupon such Debentureholder or, subject to payment of all applicable stamp or taxes, security transfer taxes or other governmental charges and compliance with allall reasonable requirements of the Debenture Trustee, such Debentureholder’s nominee or assignee, shall be entitled to be entered in the books of the Company as at the Conversion Date (as defined in subsection 4.2(b) below) (or such later date as is specified in subsection 4.2(b)) as the holder of the number of Common Shares into which such Debenture is convertible in accordance with the provisions hereof and, as soon as practicable thereafter, the Company shall deliver to such Debentureholder or, subject as aforesaid, his nominee or assignee, a certificate for such Common Shares and, if applicable, a cheque for any amount payable under section 4.5. Each Common Share certificate originally issued in the United States, and each Common Share certificate issued in exchange therefor or in substitution thereof, shall bear the legend set forth in section 4.13.
(b) For the purposes of Article 12this Debenture Indenture, a Debenture shall be deemed to be surrendered for conversion by the holder on the date (the “Conversion Date”) on which it is so surrendered by the holder in accordance with the provisions of this Article hereof and, in the case of a Debenture so surrendered by post mail or other means of transmissiondelivery, on the date on which it is physically received by the Debenture Trustee at one of its office offices specified herein or on the date in the notice given by the Corporation under clause 12.1(b) hereofsubsection 4.2(a), whichever is the first to occur (herein referred to as the "Conversion Date"); provided that if a Debenture is surrendered for conversion on a day on which the register of Common Shares is closed, the person or persons Person entitled to receive Common Shares shall become the holder or holders of record of such Common Shares as at the date on which such registers are register is next reopenedreopened and provided that if a Debenture is surrendered for conversion on any Interest Payment Date or in either case during the 15 preceding Business Days, such Debenture shall be deemed to be surrendered for conversion on the Business Day immediately following such Interest Payment Date except where such Interest Payment Date is the date of maturity, in which case such Debenture shall be deemed to be surrendered on the Business Day immediately preceding the date of maturity.
(c) Any part, being one thousand ($1,000) dollars 1,000 or an integral multiple thereof, of a Debenture of a denomination in excess of one thousand ($1,000) dollars 1,000 may be converted as provided in this Article herein and all references in this Debenture Indenture to conversion of Debentures shall be deemed to include conversion of such parts.
(d) . The holder Holder of any Debenture of which part only is converted shall shall, upon the exercise of his right of conversion, surrender the said such Debenture to the Debenture Trustee, and the Debenture Trustee shall cancel the same and shall shall, without charge to the Holder, forthwith certify and deliver to the holder Holder a new Debenture or Debentures in an aggregate principal amount equal to the unconverted part of the principal amount of the Debenture so surrendered.
(ed) The holder Holder of a Debenture surrendered for conversion in accordance with Article this section 4.2 shall be entitled to receive accrued and unpaid interest in respect thereof up to but excluding the Conversion Date. The Common Shares issued upon conversion shall rank only in respect of dividends distributions declared in favour of shareholders holders of record of Common Shares on and after the Conversion Date or such later date as such holder Holder shall become the holder of record of such Common Shares pursuant to this Articlesubsection 4.2(b), from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid and non-assessable Common Shares.
(fe) The forwarding of Debentures and the Common Shares by issuable upon conversion thereof have not been registered under the Trustee U.S. Securities Act or the Corporation securities laws of any state of the United States, and the Debentures may not be converted within the United States or by or on behalf of any U.S. Person or person in the United States unless the Common Shares are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available. The Debenture Trustee shall not issue or register Common Shares or the certificates representing such Common Shares unless the holder has executed and delivered to the holders Debenture Trustee Form of Conversion included on the Debenture Certificate and:
(i) the Holder has certified that the Debentures are not being converted in the United States or by or for the account or benefit of a U.S. Person or person in the United States, in the form set forth in subparagraph 1 of the Form of Conversion included in the Debenture Certificate;
(ii) the Company receives a written opinion of Counsel satisfactory to the Company or other evidence satisfactory to the Company that the Common Shares to be delivered upon conversion of the Debentures as provided in this Article 12 shall satisfy and discharge have been registered under the Corporation U.S. Securities Act and the Trustee securities laws of their obligations hereunder, provided that all applicable states of the United States or are exempt from the registration thereunder; or
(iii) the Holder is the original subscriber for the Debentures in the event United States and makes the representations set forth in subparagraph 3 of non-receipt the Form of certificates representing such Common Shares by Conversion included on the holderDebenture Certificate.
(f) The Debenture Trustee may rely solely on the Form of Conversion included on the Debenture Certificate and any materials received pursuant to subsection 4.2(e) above, or if applicable, in determining whether the loss or destruction thereof, the Corporation, upon being furnished Holder has complied with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, shall issue to such holder a replacement certificate or certificatesall Applicable Securities Legislation.
(g) In the event the principal amount of a Debenture, or any portion thereof, is converted into No certificates representing Common Shares pursuant will be registered or delivered to the terms hereof, then same shall be applied an address in the reverse order United States unless the holder of payment of indebtedness as is Debentures complies with the requirements set forth in clause 3.4 hereofsubsection 4.2(e)(ii) or 4.2(e)(iii), and, in the case of subsection 4.2(e)(ii), the Company confirmed in writing to the Debenture Trustee that the opinion of Counsel is satisfactory to the Company. Any such certificates will bear the legend as set forth in subsection 4.13.
Appears in 1 contract
Manner of Exercise of Right to Convert. (a) The holder of a Debenture desiring to convert such Debenture in whole or in part into Common Shares, Shares (or the Depository in the alternative, case of an instruction by a Beneficial Holder through one or more Depository Participants concerning the holder who is required to convert such Debenture in whole or in part into Common Shares in accordance with clause 12.1(bexercise of its conversion right) hereof shall surrender such Debenture to the Debenture Trustee at its principal office in the City of Calgary together with a conversion notice in the conversion form on attached to the back of such Debenture or any other written notice in a form satisfactory to the CorporationDebenture Trustee, in either case duly executed by the holder or his executors or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in a form and executed in a manner satisfactory to the CorporationDebenture Trustee, exercising his right or obligation to convert such Debenture in accordance with the provisions of this Article; provided that with respect to a Global Debenture, the obligation to surrender a Debenture to the Debenture Trustee shall be satisfied if the Debenture Trustee makes notation on the Global Debenture of the principal amount thereof so converted and the Debenture Trustee is provided with all other documentation which it may request. Thereupon such Debentureholder or, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with allall reasonable requirements of the Debenture Trustee, his nominee(s) or assignee(s) shall be entitled to be entered in the books of the Corporation as at the Date of Conversion (or such later date as is specified in Section 6.4(b)) as the holder of the number of Common Shares into which such Debenture is convertible in accordance with the provisions of this Article and, as soon as practicable thereafter, the Corporation shall deliver to such Debentureholder or, subject as aforesaid, his nominee(s) or assignee(s), a certificate or certificates for such Common Shares and make or cause to be made any payment of interest to which such holder is entitled in accordance with Section 6.4(e) hereof.
(b) For the purposes of Article 12this Article, a Debenture shall be deemed to be surrendered for conversion by the holder on the date (herein called the “Date of Conversion”) on which it is so surrendered by the holder in accordance with the provisions of this Article or, in the case of a Global Debenture on the date on which the Debenture Trustee received notice of and all necessary documentation in respect of the exercise of the conversion rights and, in the case of a Debenture so surrendered by post or other means of transmission, on the date on which it is received by the Debenture Trustee at one of its office offices specified herein or on the date in the notice given by the Corporation under clause 12.1(b) hereof, whichever is the first to occur (herein referred to as the "Conversion Date"Section 6.4(a); provided that if a Debenture is surrendered for conversion on a day on which the register of Common Shares is closed, the person or persons entitled to receive Common Shares shall become the holder or holders of record of such Common Shares as at the date on which such registers are register is next reopened.
(c) Any part, being one thousand ($1,000) dollars US$1,000 or an integral multiple thereof, of a Debenture of in a denomination in excess of one thousand ($1,000) dollars US$1,000 may be converted as provided in this Article and all references in this Indenture to conversion of Debentures shall be deemed to include conversion of such partspart.
(d) The holder of any Debenture of which only a part only is converted shall shall, upon the exercise of his right of conversion surrender the said such Debenture to the Debenture Trustee, and the Debenture Trustee shall cancel the same and shall without charge forthwith certify and deliver to the holder a new Debenture or Debentures in an aggregate principal amount equal to the unconverted part of the principal amount of the Debenture so surrenderedsurrendered or, with respect to a Global Debenture, the Depository shall make notations on the Global Debentures of the principal amount thereof so converted.
(e) The holder of a Debenture surrendered for conversion in accordance with Article this Section 6.4 shall be entitled (subject to any applicable restriction on the right to receive interest on conversion of Debentures of any series) to receive accrued and unpaid interest in respect thereof up to but excluding the Date of Conversion and the Common Shares issued upon such conversion shall rank only in respect of distributions or dividends declared in favour of shareholders holders of Common Shares of record on and after the Date of Conversion Date or such later date as such holder shall become the holder of record of such Common Shares pursuant to this ArticleSection 6.4(b), from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid and non-assessable Common Shares.
(f) The forwarding Upon conversion of Common Shares any Debentures held in book-entry only form, the Depository shall make notations in the Global Debenture of the principal amount of Debentures so converted, which notation shall be authenticated by the Trustee or the Corporation to the holders of the Debenture upon conversion of the Debentures as provided in this Article 12 shall satisfy Trustee, and discharge the Corporation and the Debenture Trustee of their obligations hereunder, provided that in shall cause to be deposited with the event of non-receipt of certificates representing Depository the shares into which such Common Shares by the holder, or the loss or destruction thereof, the Corporation, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, shall issue to such holder a replacement certificate or certificates.
(g) In the event the principal amount of a Debenture, or any portion thereof, is converted into Common Shares pursuant to the terms hereof, then same shall be applied in the reverse order of payment of indebtedness as is set forth in clause 3.4 hereof.Debentures have been converted
Appears in 1 contract
Manner of Exercise of Right to Convert. (a) The holder of a Debenture desiring to convert such Debenture in whole or in part into Common Shares, or in the alternative, the holder who is required to convert such Debenture in whole or in part into Common Shares in accordance with clause 12.1(b) hereof shall surrender such Debenture to the Debenture Trustee at its principal office offices in the City of Calgary Calgary, Alberta together with the conversion notice in the form on the back of such Debenture attached hereto as Schedule "C" or any other written notice in a form satisfactory to the CorporationDebenture Trustee, in either case case, duly executed by the holder or his executors or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in a form and executed in a manner satisfactory to the CorporationDebenture Trustee, exercising his right or obligation to convert such Debenture in accordance with the provisions of this ArticleArticle 6. Thereupon such Debentureholder or, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with allall reasonable requirements of the Debenture Trustee, his nominee(s) or assignee(s) shall be entitled to be entered in the books of the Corporation as at the Date of Conversion (or such later date as is specified in Section 6.4(b)) as the holder of the number of Shares into which such Debenture is convertible in accordance with the provisions of this Article 6 and, within five (5) Business Days thereafter, the Debenture Trustee shall (i) deliver to such Debentureholder or, subject as aforesaid, his nominee(s) or assignee(s), a certificate or certificates for such Shares and (ii) make or cause to be made any payment of interest to which such holder is entitled in accordance with Section 6.4(e) hereof or in respect of fractional Shares as provided in Section 6.6.
(b) For the purposes of Article 12this Article, a Debenture shall be deemed to be surrendered for conversion by the holder on the date on which it is so surrendered by when the holder register of the Debenture Trustee is open and in accordance with the provisions of this Article 6 and, in the case of a Debenture so surrendered by post or other means of transmission, on the date on which it is received by the Debenture Trustee at one of its office offices specified herein or on the date in the notice given by the Corporation under clause 12.1(b) hereof, whichever is the first to occur (herein referred to as the "Conversion Date"Section 6.4(a); provided that if a Debenture is surrendered for conversion on a day on which the register of Common Shares is closed, closed the person Person or persons Persons entitled to receive Common Shares shall become the holder or holders of record of such Common Shares as at the date on which such registers are register is next reopenedreopened (in each case, the "Date of Conversion").
(c) Any part, being one thousand ($1,000) dollars 1,000 or an integral a multiple thereof, of a Debenture of in a denomination in excess of one thousand ($1,000) dollars 1,000 may be converted as provided in this Article and all references in this Indenture to conversion of Debentures shall be deemed to include conversion of such partspart.
(d) The Upon a holder of any Debenture exercising the right of which conversion in respect of only a part only is converted shall surrender of the said Debenture and surrendering such Debenture to the Debenture Trustee, and in accordance with Section 6.4(a) the Debenture Trustee shall cancel the same and shall without charge forthwith certify and deliver to the holder a new Debenture or Debentures in an aggregate principal amount equal to the unconverted part of the principal amount of the Debenture so surrendered.
(e) The holder of a Debenture surrendered for conversion in accordance with Article this Section 6.4 shall be entitled to receive accrued and unpaid interest from the last Interest Payment Date up to, but not including the Date of Conversion. The Shares issued upon such conversion shall rank only in respect of distributions or dividends declared in favour of shareholders of record on and after the Date of Conversion Date or such later date as such holder shall become the holder of record of such Common Shares pursuant to this ArticleSection 6.4(b), from which applicable date they such Shares will for all purposes be and be deemed to be issued and outstanding as fully paid and non-assessable Common Shares.
(f) The forwarding In the event of Common a conversion of Debentures into Shares where the holder is subject to withholding taxes, the Debenture Trustee, on a Written Direction of the Corporation but for the account of the holder, shall sell, or cause to be sold through such investment banks, brokers or dealers selected by the Trustee or Corporation and approved by the Debenture Trustee, out of the Shares issued by the Corporation for this purpose, such number of Shares that together with any cash payment in lieu of fractional Shares, if any, is sufficient to yield net proceeds (after payment of all costs) to cover the amount of taxes required to be withheld, and shall remit same on behalf of the Corporation to the holders proper tax authorities within the period of time prescribed for this purpose under applicable laws. Any amount of net proceeds (after payment of all costs) in excess of the Debenture upon conversion of the Debentures as provided in this Article 12 shall satisfy and discharge the Corporation and the Trustee of their obligations hereunder, provided that in the event of non-receipt of certificates representing such Common Shares amount required by the holder, or the loss or destruction thereof, the Corporation, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory applicable law to it, shall issue to such holder a replacement certificate or certificates.
(g) In the event the principal amount of a Debenture, or any portion thereof, is converted into Common Shares pursuant be withheld will be remitted to the terms hereof, then same shall be applied in the reverse order of payment of indebtedness as is set forth in clause 3.4 hereofDebentureholder.
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Manner of Exercise of Right to Convert. (a) The holder of a Debenture desiring to convert such Debenture in whole or in part into Common Shares, or in the alternative, the holder who is required to convert such Debenture in whole or in part into Common Freely Tradeable Shares in accordance with clause 12.1(b) hereof shall surrender such Debenture to the Trustee at its principal office in the City of Calgary Designated Office together with the conversion form notice on the back of such Debenture or any other written notice in a form satisfactory to the CorporationTrustee, in either case duly executed by the holder or his its executors or administrators or other legal representatives or his its or their attorney duly appointed by an instrument in writing in a form and executed in a manner satisfactory to the CorporationTrustee, exercising his its right or obligation to convert such Debenture in accordance with the provisions of this Article. Thereupon such Debentureholder or, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with allall reasonable requirements of the Trustee, its nominee(s) or assignee(s), shall be entitled to be entered in the books of the Corporation as at the Date of Conversion (or such later date as is specified in Section 6.3(b)) as the holder of the number of Shares into which such Debenture is convertible in accordance with the provisions of this Article and, as soon as practicable thereafter, the Corporation shall deliver to such Debentureholder or, subject as aforesaid, its nominee(s) or assignee(s), a certificate or other evidence of such Shares.
(b) For the purposes of Article 12this Article, a Debenture shall be deemed to be surrendered for conversion by the holder on the date (herein called the “Date of Conversion”) on which it is so surrendered by the holder in accordance with the provisions of this Article and, in the case of a Debenture so surrendered by post or other means of transmission, on the date on which it is received by the Trustee at its office specified herein or on the date in the notice given by the Corporation under clause 12.1(b) hereof, whichever is the first to occur (herein referred to as the "Conversion Date")Designated Office; provided that if a Debenture is surrendered for conversion on a day on which the register of Common Shares is closed, the person or persons entitled to receive Common Shares shall become the holder or holders of record of such Common Shares as at the date on which such registers are next reopened.
(c) Any part, being one thousand ($1,000) dollars 1,000 or an integral multiple thereof, of a Debenture of in a denomination in excess of one thousand ($1,000) dollars 1,000 may be converted as provided in this Article and all references in this Indenture to conversion of Debentures shall be deemed to include conversion of such parts.
(d) The holder of any Debenture of which only a part only is converted shall shall, upon the exercise of its right of conversion surrender the said Debenture to the Trustee, and the Trustee shall cancel the same and shall shall, if applicable, without charge forthwith certify and deliver to the holder a new Debenture or Debentures in an aggregate principal amount equal to the unconverted part of the principal amount of the Debenture so surrendered.
(e) The holder of a Debenture surrendered for conversion in accordance with Article this Section 6.3 shall be entitled to receive accrued and unpaid interest in respect thereof up to but excluding the Date of Conversion of such Debenture (less any tax required to be withheld pursuant to Section 7.8, if any) and the Shares issued upon such conversion shall rank only in respect of distributions or dividends declared in favour of shareholders of record on and after the Date of Conversion Date or such later date as such holder shall become the holder of record of such Common Shares pursuant to this ArticleSection 6.3(b), from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid and paid, non-assessable Common Shares.
(f) The forwarding of Common Shares by the Trustee or the Corporation to the holders of the Debenture upon conversion of the Debentures as provided in this Article 12 shall satisfy and discharge the Corporation and the Trustee of their obligations hereunder, provided that in the event of non-receipt of certificates representing such Common Shares by the holder, or the loss or destruction thereof, the Corporation, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, shall issue to such holder a replacement certificate or certificates.
(g) In the event the principal amount of a Debenture, or any portion thereof, is converted into Common Shares pursuant to the terms hereof, then same shall be applied in the reverse order of payment of indebtedness as is set forth in clause 3.4 hereof.
Appears in 1 contract
Sources: Indenture (Kirkland Lake Gold Ltd.)
Manner of Exercise of Right to Convert. (a1) The holder of a Debenture desiring to convert such Debenture in whole or in part into Common Shares, or in the alternative, the holder who is required to convert such Debenture in whole or in part into Common Shares in accordance with clause 12.1(b) hereof Units shall surrender such Debenture to the Trustee at its principal office in the City of Calgary Calgary, Alberta together with the conversion form on notice attached to the back of such Debenture certificate set out in Schedule 2.2 or any other written notice in a form satisfactory to the CorporationTrustee, in either case duly executed by the holder or his executors or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in a form and executed in a manner satisfactory to the CorporationTrustee, exercising his right or obligation to convert such Debenture ▇▇▇▇▇▇▇▇▇ in accordance with the provisions of this Article; provided that with respect to Uncertificated Debentures, the obligation to surrender a Debenture to the Trustee shall be satisfied if the Trustee is provided with all documentation which it may request. Thereupon such Debentureholder or, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with allall reasonable requirements of the Trustee, his nominee(s) or assignee(s) shall be entitled to be entered in the books of the Corporation as at the Date of Conversion (or such later date as is specified in Section 4.1 and Section 4.4(2)) as the holder of the number of Common Shares and Warrants comprising the Units into which such Debenture is convertible in accordance with the provisions of this Article and, as soon as practicable thereafter, the Corporation shall electronically deposit the Common Shares and Warrants comprising the Units as directed by the Debentureholder or deliver to such Debentureholder or, subject as aforesaid, his nominee(s) or assignee(s), a certificate or certificates for such Common Shares and Warrants comprising the Units and make or cause to be made any payment of interest to which such holder is entitled in accordance with Section 4.4(5).
(b2) For the purposes of Article 12this Article, a Debenture shall be deemed to be surrendered for conversion by the holder on the date (herein called the “Date of Conversion”) on which it is so surrendered by when the holder register of the Trustee is open and in accordance with the provisions of this Article or, in the case of Uncertificated Debentures which the Trustee received notice of and all necessary documentation in respect of the exercise of the conversion rights and, in the case of a Debenture so surrendered by post or other means of transmission, on the date on which it is received by the Trustee at its principal office specified herein or on the date in the notice given by the Corporation under clause 12.1(b) hereof, whichever is the first to occur (herein referred to as the "Conversion Date"Section 4.4(1); provided that if a Debenture is surrendered for conversion on a day on which the register of Common Shares or Warrants is closed, the person Person or persons Persons entitled to receive Common Shares and Warrants shall become the holder or holders of record of such Common Shares and Warrants as at the date on which such registers are next reopened.
(c3) Any part, being one thousand ($1,000) dollars 1,000 or an integral multiple thereof, of a Debenture of in a denomination in excess of one thousand ($1,000) dollars 1,000 may be converted as provided in this Article and all references in this Indenture to conversion of Debentures shall be deemed to include conversion of such parts.
(d4) The holder of any Debenture of which only a part only is converted shall shall, upon the exercise of his, her or its right of conversion surrender the said such Debenture to the TrusteeTrustee in accordance with Section 4.4(1), and the Trustee shall cancel the same and shall without charge forthwith certify Authenticate and deliver to the holder a new Debenture or Debentures in an aggregate principal amount equal to the unconverted part of the principal amount of the Debenture so surrendered. It is understood and agreed by the parties hereto that, unless the Trustee is otherwise in a position to perform electronic conversions, in every instance where Uncertificated Debentures held through the NCI are to be converted in whole or in part, such Debentures being converted shall not be represented by Certificated Debentures, and it shall be sufficient for the Trustee to convert such Debentures upon receiving either the attached exercise form executed by the Depository or an NCI Letter of Instruction in a form agreed upon by the Trustee and the Depository, or such other form that they may require from time to time.
(e5) The holder of a Debenture surrendered for conversion in accordance with Article this Section 4.4 shall be entitled (subject to any applicable restriction on the right to receive interest on conversion of Debentures of any series) to receive accrued and unpaid interest in respect thereof from the date of the last Interest Payment Date up to but excluding the Date of Conversion (less applicable withholding taxes, if any), and the Common Shares comprising the Units issued upon such conversion shall rank only in respect of distributions or dividends declared in favour of shareholders of record on and after the Date of Conversion Date or such later date as such holder shall become the holder of record of such Common Shares pursuant to this ArticleSection 4.4(2), from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid and non-assessable Common Shares.
(f) The forwarding of Common Shares by the Trustee or the Corporation to the holders of the Debenture upon conversion of the Debentures as provided in this Article 12 shall satisfy and discharge the Corporation and the Trustee of their obligations hereunder, provided that in the event of non-receipt of certificates representing such Common Shares by the holder, or the loss or destruction thereof, the Corporation, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, shall issue to such holder a replacement certificate or certificates.
(g) In the event the principal amount of a Debenture, or any portion thereof, is converted into Common Shares pursuant to the terms hereof, then same shall be applied in the reverse order of payment of indebtedness as is set forth in clause 3.4 hereof.
Appears in 1 contract
Sources: Indenture