Manner of Exercise of Right to Convert. (a) The holder of a Debenture desiring to convert such Debenture in whole or in part into Shares shall surrender such Debenture to the Trustee at its principal office in Vancouver, British Columbia, together with the conversion notice in the form attached as Schedule II on the back of such Debenture or any other written notice in a form satisfactory to the Trustee and the Corporation, in either case duly executed by the holder or its executors or administrators or other legal representatives or its or their attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Trustee, exercising its right to convert such Debenture in accordance with the provisions of this Article 5. If the number of Shares issuable upon a conversion of Debentures would result in the Maximum Conversion Shares being exceeded such that the approval of one or more stock exchange(s) on which the Shares are then listed is required for the Shares issuable upon a conversion of Debentures to be listed on such stock exchange(s), the Corporation shall use its reasonable commercial efforts to obtain the approval of such stock exchange(s) (provided, for greater certainty, such commercially reasonable efforts shall not require the Corporation seeking securityholder approval, if required) and the conversion shall be conditional on such approval(s) being obtained. Thereupon such Debentureholder or, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with all 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 Section 5.3(b) or, if stock exchange approval is required in respect of a conversion, as soon as practicable following the date such approval is obtained) as the holder of the number of Shares into which such Debenture is convertible in accordance with the provisions of this Article 5 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 this Article, a Debenture shall be deemed to be surrendered for conversion on the date (herein called the “Date of Conversion”) on which it is so surrendered in accordance with the provisions of this Article 5 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 in Vancouver, British Columbia; provided that if a Debenture is surrendered for conversion on a day on which the register of Shares is closed, the person or persons entitled to receive Shares shall become the holder or holders of record of such Shares as at the date on which such registers are next reopened. (c) Any part, being $1,000 or an integral multiple thereof, of a Debenture in a denomination in excess of $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 is converted 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, 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 this Section 5.3 shall be entitled to receive accrued and unpaid interest in accordance with Section 2.3(c) in respect thereof up to but excluding the Date of Conversion of such Debenture 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 or such later date as such holder shall become the holder of record of such Shares pursuant to Section 5.3, from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid, non-assessable Shares.
Appears in 1 contract
Sources: Trust 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 Shares shall surrender such Debenture to the Trustee at its principal office in the City of Vancouver, British Columbia, together with the conversion notice in the form attached as Schedule II on the back of such Debenture or any other written notice in a form satisfactory to the Trustee and the Corporation, in either case Conversion Notice duly executed by the holder or its his executors or administrators or other legal representatives or its his or their attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Trustee, exercising its his right to convert such Debenture in accordance with the provisions of this Article 5. If 6; provided that with respect to a Global Debenture, such holders (or its Depository Participant) shall request the number withdrawal of Shares issuable upon the Debenture from the Depository’s book entry only registration system and a conversion of Debentures would result Definitive Debenture shall be issued by the Trustee to such holder (or its Depository Participant) and such holder (or its Depository Participant) must follow the exercise procedure set forth in the Maximum Conversion Shares being exceeded such that the approval of one or more stock exchange(s) on which the Shares are then listed is required for the Shares issuable upon a conversion of Debentures to be listed on such stock exchange(s)this Section 6.3(a).For clarity and certainty, the Corporation Trustee shall use its reasonable commercial efforts have no duty or responsibility to obtain monitor or enforce the approval of such stock exchange(s) (provided, for greater certainty, such commercially reasonable efforts shall not require Conversion Restriction or to receive Schedule C with representations concerning the Corporation seeking securityholder approval, if required) and the conversion shall be conditional on such approval(s) being obtainedConversion Restriction. Thereupon such Debentureholder or, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with all reasonable requirements of the Trustee, its 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 5.3(b) or, if stock exchange approval is required in respect of a conversion, as soon as practicable following the date such approval is obtained6.3(b)) as the holder of the number of Common Shares into which such Debenture is convertible in accordance with the provisions of this Article 5 6 and, as soon as practicable thereafter, the Corporation shall deliver to such Debentureholder or, subject as aforesaid, its his nominee(s) or assignee(s), a certificate or other evidence of certificates for such Common Shares.
(b) For the purposes of this ArticleArticle 6, a Debenture shall be deemed to be surrendered for conversion on the date (herein called the “Date of Conversion”): (i) on which it is so surrendered (together with all necessary documentation in respect of the exercise of the conversion rights) in accordance with the provisions of this Article 5 and6, (ii) in the case of a Global Debenture, on which the Trustee received the Definitive Debenture as specified in Section 6.3 (together with all necessary documentation in respect of the exercise of the conversion rights), or (iii) 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 (together with all necessary documentation in respect of the exercise of the conversion rights) at one of its principal office offices specified in Vancouver, British ColumbiaSection 6.3(a); provided that if a Debenture is surrendered for conversion on a day on which the register of Common Shares or Debentures 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.reopened.
(c) Any part, being $1,000 or an integral a multiple thereof, of a Debenture in a denomination in excess of $1,000 may be converted as provided in this Article 6 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 is converted shall, upon the exercise of its his right of conversion conversion, surrender the said such Debenture to the TrusteeTrustee in accordance with Section 6.3(a), and the Trustee shall cancel the same and shall, if applicable, 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.surrendered or, with respect to a Global Debenture, if certificated, the Trustee 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 this Section 5.3 Holders converting Debentures shall be entitled to receive accrued and unpaid interest in accordance with Section 2.3(c) in respect thereof up thereon from the period of the day following the last Interest Calculation Date prior to but excluding the Date of Conversion to the date that is one Business Day prior to the Date of such Debenture and the Conversion. 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 or such later date as such holder shall become the holder of record of such Common Shares pursuant to Section 5.36.3(b), from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid, paid and non-assessable Common Shares.
Appears in 1 contract
Sources: Convertible Debenture 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 Shares shall surrender such Debenture to the Trustee at its principal office in Vancouver, British Columbia, together with the conversion notice in the form attached as Schedule II on the back of such Debenture or any other written notice in a form satisfactory to the Trustee and the Corporation, in either case duly executed by the holder or its executors or administrators or other legal representatives or its or their attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Trustee, exercising its right to convert such Debenture in accordance with the provisions of this Article 5. If the number of Shares issuable upon a conversion of Debentures would result in the Maximum Conversion Shares being exceeded such that the approval of one or more stock exchange(s) on which the Shares are then listed is required for the the Shares issuable upon a conversion of Debentures to be listed on such stock exchange(s), the Corporation shall use its reasonable commercial efforts to obtain the approval of such stock exchange(s) (provided, for greater certainty, such commercially reasonable efforts shall not require the Corporation seeking securityholder approval, if required) and the conversion shall be conditional on such approval(s) being obtained. Thereupon such Debentureholder or, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with all 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 Section 5.3(b) or, if stock exchange approval is required in respect of a conversion, as soon as practicable following the date such approval is obtained) as the holder of the number of Shares into which such Debenture is convertible in accordance with the provisions of this Article 5 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 this Article, a Debenture shall be deemed to be surrendered for conversion on the date (herein called the “"Date of Conversion”") on which it is so surrendered in accordance with the provisions of this Article 5 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 in Vancouver, British Columbia; provided that if a Debenture is surrendered for conversion on a day on which the register of Shares is closed, the person or persons entitled to receive Shares shall become the holder or holders of record of such Shares as at the date on which such registers are next reopened.reopened.
(c) Any part, being $1,000 or an integral multiple thereof, of a Debenture in a denomination in excess of $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 is converted 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, 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.surrendered.
(e) The holder of a Debenture surrendered for conversion in accordance with this Section 5.3 shall be entitled to receive accrued and unpaid interest in accordance with Section 2.3(c) in respect thereof up to but excluding the Date of Conversion of such Debenture 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 or such later date as such holder shall become the holder of record of such Shares pursuant to Section 5.3, from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid, non-assessable Shares.
Appears in 1 contract
Sources: Trust Indenture (NexGen Energy Ltd.)
Manner of Exercise of Right to Convert.
(a) The holder of a Debenture desiring to convert such Debenture in whole or in part into Shares shall surrender such Debenture to the Trustee at its principal office in Vancouver, British Columbia, together with the conversion notice in the form attached as Schedule II on the back of such Debenture or any other written notice in a form satisfactory to the Trustee and the Corporation, in either case duly executed by the holder or its executors or administrators or other legal representatives or its or their attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Trustee, exercising its right to convert such Debenture in accordance with the provisions of this Article 5. If the number of Shares issuable upon a conversion of Debentures would result in the Maximum Conversion Shares being exceeded such that the approval of one or more stock exchange(s) on which the Shares are then listed is required for the the Shares issuable upon a conversion of Debentures to be listed on such stock exchange(s), the Corporation shall use its reasonable commercial efforts to obtain the approval of such stock exchange(s) (provided, for greater certainty, such commercially reasonable efforts shall not require the Corporation seeking securityholder approval, if required) and the conversion shall be conditional on such approval(s) being obtained. Thereupon such Debentureholder or, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with all 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 Section 5.3(b) or, if stock exchange approval is required in respect of a conversion, as soon as practicable following the date such approval is obtained) as the holder of the number of Shares into which such Debenture is convertible in accordance with the provisions of this Article 5 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 this Article, a Debenture shall be deemed to be surrendered for conversion on the date (herein called the “Date of Conversion”) on which it is so surrendered in accordance with the provisions of this Article 5 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 in Vancouver, British Columbia; provided that if a Debenture is surrendered for conversion on a day on which the register of Shares is closed, the person or persons entitled to receive Shares shall become the holder or holders of record of such Shares as at the date on which such registers are next reopened.reopened.
(c) Any part, being $1,000 or an integral multiple thereof, of a Debenture in a denomination in excess of $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 is converted 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, 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.surrendered.
(e) The holder of a Debenture surrendered for conversion in accordance with this Section 5.3 shall be entitled to receive accrued and unpaid interest in accordance with Section 2.3(c) in respect thereof up to but excluding the Date of Conversion of such Debenture 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 or such later date as such holder shall become the holder of record of such Shares pursuant to Section 5.3, from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid, non-assessable Shares.
Appears in 1 contract
Sources: Trust Indenture (NexGen Energy Ltd.)
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 shall surrender such Debenture to the Trustee at either of its principal office offices in Vancouverthe City of Calgary, British ColumbiaAlberta or the City of Toronto, Ontario together with the conversion notice in the form attached hereto as Schedule II on the back of such Debenture D or any other written notice in a form satisfactory to the Trustee and the CorporationTrustee, in either case duly executed by the holder or its his executors or administrators or other legal representatives or its his or their attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Trustee, exercising its his right to convert such Debenture in accordance with the provisions of this Article 5. If the number of Shares issuable upon Article; provided that with respect to a conversion of Debentures would result in the Maximum Conversion Shares being exceeded such that the approval of one or more stock exchange(s) on which the Shares are then listed is required for the Shares issuable upon a conversion of Debentures to be listed on such stock exchange(s)Global Debenture, the Corporation obligation to surrender a Debenture to the Trustee shall use its reasonable commercial efforts to obtain be satisfied if the approval Trustee makes notation on the Global Debenture of such stock exchange(s) (provided, for greater certainty, such commercially reasonable efforts shall not require the Corporation seeking securityholder approval, if required) principal amount thereof so converted and the conversion shall be conditional on such approval(s) being obtainedTrustee 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 all reasonable requirements of the Trustee, its 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 5.3(b) or, if stock exchange approval is required in respect of a conversion, as soon as practicable following the date such approval is obtained6.4(b)) as the holder of the number of Common Shares into which such Debenture is convertible in accordance with the provisions of this Article 5 and, as soon as practicable thereafter, the Corporation shall deliver to such Debentureholder or, subject as aforesaid, its his nominee(s) or assignee(s), a certificate or other evidence certificates for such Common Shares and make or cause to be made any payment of interest to which such Sharesholder is entitled in accordance with Section 6.4(e) hereof.
(b) For the purposes of this Article, a Debenture shall be deemed to be surrendered for conversion on the date (herein called the “"Date of Conversion”") on which it is so surrendered when the register of the Trustee is open and in accordance with the provisions of this Article 5 or, in the case of a Global Debenture 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 one of its principal office offices specified in Vancouver, British ColumbiaSection 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 next reopened.reopened.
(c) Any part, being $1,000 or an integral multiple thereof, of a Debenture in a denomination in excess of $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 is converted shall, upon the exercise of its his right of conversion surrender the said such Debenture to the TrusteeTrustee in accordance with Section 6.4(a), and the Trustee shall cancel the same and shall, if applicable, 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.surrendered 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 this Section 5.3 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 accordance with Section 2.3(c) respect thereof, in respect thereof cash, up to but excluding the Date of Conversion of such Debenture 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 or such later date as such holder shall become the holder of record of such Common Shares pursuant to Section 5.36.4(b), from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid, paid and non-assessable Common Shares.
Appears in 1 contract
Sources: Convertible Debenture Indenture (Advantage Oil & Gas Ltd.)
Manner of Exercise of Right to Convert.
(a) The holder of a Debenture desiring to convert such Debenture in whole or in part into Shares shall surrender such Debenture to the Trustee at its principal office in Vancouver, British Columbia, together with the conversion notice in the form attached as “Conversion Notice - Schedule II II” on the back of such Debenture or any other written notice in a form satisfactory to the Trustee and the Corporation, in either case duly executed by the holder or its executors or administrators or other legal representatives or its or their attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Trustee, exercising its right to convert such Debenture in accordance with the provisions of this Article 5. If the number of Shares issuable upon a conversion of Debentures would result in the Maximum Conversion Shares being exceeded such that the approval of one or more stock exchange(s) on which the Shares are then listed is required for the the Shares issuable upon a conversion of Debentures to be listed on such stock exchange(s), the Corporation shall use its reasonable commercial efforts to obtain the approval of such stock exchange(s) (provided, for greater certainty, such commercially reasonable efforts shall not require the Corporation seeking securityholder approval, if required) and the conversion shall be conditional on such approval(s) being obtained. Thereupon such Debentureholder or, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with all 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 Section 5.3(b) or, if stock exchange approval is required in respect of a conversion, as soon as practicable following the date such approval is obtained) as the holder of the number of Shares into which such Debenture is convertible in accordance with the provisions of this Article 5 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 this Article, a Debenture shall be deemed to be surrendered for conversion on the date (herein called the “Date of Conversion”) on which it is so surrendered in accordance with the provisions of this Article 5 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 in Vancouver, British Columbia; provided that if a Debenture is surrendered for conversion on a day on which the register of Shares is closed, the person or persons entitled to receive Shares shall become the holder or holders of record of such Shares as at the date on which such registers are next reopened.reopened.
(c) Any part, being $1,000 or an integral multiple thereof, of a Debenture in a denomination in excess of $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 is converted 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, 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.surrendered.
(e) The holder of a Debenture surrendered for conversion in accordance with this Section 5.3 shall be entitled to receive accrued and unpaid interest in accordance with Section 2.3(c) in respect thereof up to but excluding the Date of Conversion of such Debenture 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 or such later date as such holder shall become the holder of record of such Shares pursuant to Section 5.3, from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid, non-assessable Shares.
Appears in 1 contract
Sources: Trust Indenture (NexGen Energy Ltd.)
Manner of Exercise of Right to Convert.
(a) The holder of a Debenture desiring to convert such Debenture in whole or in part into Shares shall shall, subject to Section 6.3(d), surrender such Debenture to the Trustee at its principal office in Vancouver, British Columbia, the Designated Office together with the conversion notice in the form attached as Schedule II on the back of such Debenture or any other written notice in a form satisfactory to the Trustee and the CorporationTrustee, in either case duly executed by the holder or its his executors or administrators or other legal representatives or its his or their attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Trustee, exercising its his right to convert such Debenture in accordance with the provisions of this Article 5Article. If The holder of the number of Shares issuable upon a conversion of Debentures would result in the Maximum Conversion Shares being exceeded such that the approval of one or more stock exchange(s) on which the Shares are then listed is required for the Shares issuable upon a conversion of Debentures to be listed on such stock exchange(s), the Corporation shall use its reasonable commercial efforts to obtain the approval of such stock exchange(s) (provided, for greater certainty, such commercially reasonable efforts shall not require the Corporation seeking securityholder approvalalso furnish appropriate endorsements and transfer documents, if required) and required by the conversion shall be conditional on such approval(s) being obtainedTrustee. Thereupon such Debentureholder or, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with all reasonable requirements of the Trustee, its 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 5.3(b) or, if stock exchange approval is required in respect of a conversion, as soon as practicable following the date such approval is obtained6.3(b)) as the holder of the number of Shares into which such Debenture is convertible in accordance with the provisions of this Article 5 and, as soon as practicable thereafter, the Corporation shall deliver to such Debentureholder or, subject as aforesaid, its his nominee(s) or assignee(s), a certificate or other evidence certificates for such Shares and make or cause to be made any payment of interest to which such SharesDebentureholder is entitled to under Section 6.3(f).
(b) For the purposes of this Article, a Debenture shall be deemed to be surrendered for conversion on the date (herein called the “Date of Conversion”) on which it is so surrendered in accordance with the provisions of this Article 5 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 principal office offices specified in Vancouver, British ColumbiaSection 6.3(a); provided that if a Debenture is surrendered for conversion on a day on which the register of Shares is closed, the person or persons entitled to receive Shares shall become the holder or holders of record of such Shares as at the date on which such registers are next reopened.reopened.
(c) Any part, being $1,000 or an integral multiple thereof, of a Debenture in a denomination in excess of $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) Debentureholders may surrender a Debenture for conversion by means of book-entry delivery in accordance with the regulations of the applicable book-entry facility. If a Debentureholder converts more than one Debenture at the same time, the number of Shares issuable upon conversion thereof shall be base don the aggregate principal amount of the Debentures converted.
(e) The holder of any Debenture of which only a part is converted shall, upon the exercise of its his right of conversion surrender the said Debenture ▇▇▇▇▇▇▇▇▇ to the Trustee, and the Trustee shall cancel the same and shall, if applicable, 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.surrendered.
(ef) The holder of a Debenture surrendered for conversion in accordance with this Section 5.3 6.3 shall be entitled to receive accrued and unpaid interest in accordance with Section 2.3(c) in respect thereof up to but excluding the Date of Conversion of such Debenture and the Shares issued upon such conversion shall rank only in respect of distributions or dividends declared in favour of shareholders share holders of record on and after the Date of Conversion or such later date as such holder shall become the holder of record of such Shares pursuant to Section 5.36.3(b), from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid, paid and non-assessable Shares.
Appears in 1 contract
Sources: Trust Indenture (MDC Partners Inc)
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 shall surrender such Debenture to the Trustee at either of its principal office offices in Vancouverthe City of Calgary, British ColumbiaAlberta or the City of Toronto, Ontario together with the conversion notice in the form attached hereto as Schedule II on the back of such Debenture “D” or any other written notice in a form satisfactory to the Trustee and the CorporationTrustee, in either case duly executed by the holder or its his executors or administrators or other legal representatives or its his or their attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Trustee, exercising its his right to convert such Debenture in accordance with the provisions of this Article 5. If the number of Shares issuable upon Article; provided that with respect to a conversion of Debentures would result in the Maximum Conversion Shares being exceeded such that the approval of one or more stock exchange(s) on which the Shares are then listed is required for the Shares issuable upon a conversion of Debentures to be listed on such stock exchange(s)Global Debenture, the Corporation obligation to surrender a Debenture to the Trustee shall use its reasonable commercial efforts to obtain be satisfied if the approval Trustee makes notation on the Global Debenture of such stock exchange(s) (provided, for greater certainty, such commercially reasonable efforts shall not require the Corporation seeking securityholder approval, if required) principal amount thereof so converted and the conversion shall be conditional on such approval(s) being obtainedTrustee 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 all reasonable requirements of the Trustee, its 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 5.3(b) or, if stock exchange approval is required in respect of a conversion, as soon as practicable following the date such approval is obtained6.4(b)) as the holder of the number of Common Shares into which such Debenture is convertible in accordance with the provisions of this Article 5 and, as soon as practicable thereafter, the Corporation shall deliver to such Debentureholder or, subject as aforesaid, its his nominee(s) or assignee(s), a certificate or other evidence certificates for such Common Shares and make or cause to be made any payment of interest to which such Sharesholder is entitled in accordance with Section 6.4(e) hereof.
(b) For the purposes of this Article, a Debenture shall be deemed to be surrendered for conversion on the date (herein called the “Date of Conversion”) on which it is so surrendered when the register of the Trustee is open and in accordance with the provisions of this Article 5 or, in the case of a Global Debenture 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 one of its principal office offices specified in Vancouver, British ColumbiaSection 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 next reopened.reopened.
(c) Any part, being $1,000 or an integral multiple thereof, of a Debenture in a denomination in excess of $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 is converted shall, upon the exercise of its his right of conversion surrender the said such Debenture to the TrusteeTrustee in accordance with Section 6.4(a), and the Trustee shall cancel the same and shall, if applicable, 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.surrendered 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 this Section 5.3 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 accordance with Section 2.3(c) respect thereof, in respect thereof cash, up to but excluding the Date of Conversion of such Debenture 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 or such later date as such holder shall become the holder of record of such Common Shares pursuant to Section 5.36.4(b), from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid, paid and non-assessable Common Shares.
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Sources: Debenture Indenture