Common use of Rights and Duties of Warrant Agent Clause in Contracts

Rights and Duties of Warrant Agent. 10.2.1 The Warrant Agent shall also act as the transfer agent and registrar of the Warrants and shall cause the central register to be kept in Montreal, and shall ensure that the following particulars are entered therein: 10.2.1.1 the names and addresses of the Warrantholders, a statement of each holding of Warrants (for which purpose separate holdings by the same Warrantholder need only be aggregated if the Warrantholder's name and address in respect of each holding are identical); 10.2.1.2 the date at which the person was entered in the register as a Warrantholder in respect of each holding; and 10.2.1.3 the date at which any person ceases to be a Warrantholder in respect of each holding. The Warrant Agent shall also retain until the third anniversary of the Time of Expiry all instruments of transfer of Warrants which are lodged for registration (or copies thereof), including the details shown thereon of the persons by or through whom they are lodged, all cancelled Warrants (or copies thereof) and all other related documents. 10.2.2 Unless the register kept pursuant to this Section 10.2 is in such a form as to constitute an index of Warrantholders, a separate index thereof shall be kept in respect of the register and within 14 days after the date on which any alteration is made in the register the Warrant Agent shall ensure that any necessary alteration in the accompanying index shall have been made. In other respects, the register shall be kept in such a form as to facilitate the conversion of the register into the register of holders of Common Shares after the Time of Expiry. 10.2.3 The Warrant Agent shall cause facilities to be maintained for the surrender, delivery, exchange and exercise of Warrants and for the registration of transfers of Warrants in accordance with the provisions of this Agreement at the Warrant Agencies. 10.2.4 As soon as practicable following the third anniversary of the Time of Expiry the Warrant Agent shall deliver to the Corporation a certificate of destruction for all of those documents referred to in this Section 10.2. 10.2.5 In the exercise of the rights and duties prescribed or conferred by the terms of this Agreement, the Warrant Agent shall act honestly and in good faith with a view to the best interests of the Warrantholders and shall exercise that degree of care, diligence and skill that a reasonably prudent warrant agent would exercise in comparable circumstances. No provision of this Agreement shall be construed to relieve the Warrant Agent from, or require any other person to indemnify the Warrant Agent against, liability for its own negligence, intentional or gross fault or bad faith. 10.2.6 The obligation of the Warrant Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Warrant Agent or the Warrantholders hereunder shall be conditional upon the Warrantholders furnishing, when required by notice in writing by the Warrant Agent, sufficient funds to commence or continue such act, action or proceeding and indemnity reasonably satisfactory to the Warrant Agent to protect and hold harmless the Warrant Agent against the costs, charges, expenses and liabilities to be incurred thereby and any loss and damage the Warrant Agent may suffer by reason thereof. None of the provisions contained in this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or obligations or in the exercise of any of its rights or powers unless indemnified as aforesaid. 10.2.7 The Warrant Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Warrantholders, at whose instance it is acting, to deposit with the Warrant Agent the Warrants held by them, for which Warrants the Warrant Agent shall issue receipts. 10.2.8 Every provision of this Agreement that by its terms relieves the Warrant Agent of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation, of this Section 10.2 and of Section 10.3.