Transfer and Ownership of Warrants. (a) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with: (i) the conditions herein; (ii) such reasonable requirements as the Warrant Agent may prescribe; and (iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee a Warrant Certificate or DRS Advice, as applicable. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent. (b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a). (c) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 8 contracts
Sources: Warrant Indenture (Columbia Care Inc.), Warrant Indenture (Columbia Care Inc.), Warrant Indenture (Columbia Care Inc.)
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant a Warrant Certificate representing the Warrants transferred, and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant representing the Warrants transferred, or DRS Advicethe Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated, and the transferee of a Book Entry Warrant shall be recorded through the relevant Book Entry Participant in accordance with the book-entry registration system as applicablethe entitlement holder in respect of such Warrants. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and such securities may be transferred only (A) the transfer is made to the Corporation; , (B) the transfer is made outside of the United States in a transaction meeting the requirements of accordance with Rule 904 of Regulation S, if available, and is in compliance with applicable local securities laws and regulations, and (C) in accordance with the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act provided by Rule 144, if available, and in compliance with applicable state securities laws, (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the CorporationD) as the Corporation may reasonably require; (C) the transfer is made pursuant to in accordance with the exemption from the registration requirements of under the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder144A, if available, and in each case in accordance compliance with any applicable state securities laws, or “blue sky” laws; (DE) with the transfer is in compliance with prior written consent of the Corporation pursuant to another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant laws after first providing to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive (1) in the case of a transfer pursuant to clause B, a declaration in the form of Schedule “C” attached hereto together with such additional documentation as the Corporation and the Warrant Agent may reasonably prescribe, and (2) in the case of a transfer pursuant to clause C or clause E, an opinion of counsel, U.S. counsel of recognized standing, or other evidence reasonably standing in form and substance satisfactory to the Corporation in form and substancethe Warrant Agent that the offer, sale, pledge or other transfer does not require registration under the U.S. Securities Act or applicable state securities laws, or after first providing to the effect that Corporation such other evidence of compliance with applicable securities laws as the Corporation shall reasonably request. Warrants and, if applicable, Shares, issued to, or for the account or benefit of, a U.S. Legend set forth Warrantholder other than an Original QIB Purchaser (and any certificates issued in subsection 2.8(areplacement thereof or in substitution therefor) is no longer required on must be issued only in individually certificated form, subject to the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in requirements of Section 2.8(a3.3(3).
(c3) Subject to the provisions of this Indenture, and Applicable Legislation and applicable lawLaw, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 6 contracts
Sources: Warrant Indenture, Warrant Indenture, Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate or DRS Advice, as applicableupon request that part of the CDS Global Warrant be certificated. Transfers of CDS Global Warrants within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and (A) the transfer is made to the Corporation; , (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, S and is in compliance with applicable local laws and regulations, and if the Corporation qualified as a foreign issuer” (as defined in Rule 902 of Regulation S) at the time of issuance of the Warrants, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Warrant Agent or the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the CorporationCorporation and the Warrant Agent) as the Corporation Warrant Agent may reasonably require; , (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A 144 thereunder, if available, or (ii) Rule 144 144A thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; , or (D) the transfer is made in compliance with another exemption from transaction that does not require registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, that it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii2.12(2)(C)(i) or 2.12(b)(D2.12(2)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation and the Warrant Agent, to such effect. In relation to a transfer under (C)(iiC)(i) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, counsel of recognized standing, or other evidence standing reasonably satisfactory to the Corporation and Warrant Agent in form and substance, substance to the effect that the U.S. Legend restrictive legend set forth in subsection 2.8(a2.8(1) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend legend set forth in Section 2.8(a2.8(1).
(c3) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 6 contracts
Sources: Warrant Indenture, Warrant Indenture, Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and manner of execution satisfactory to the Warrant Agent Agent, acting reasonably, only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency (or at any other place that is designated by the Corporation with the approval of the Warrant Certificate Agent) the Warrant Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counselhereto, if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(ia) the conditions herein;
(iib) such reasonable requirements as the Warrant Agent may reasonably prescribe; and
(iiic) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee a Warrant Certificate Certificate, or DRS Advice, as applicable. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Authenticate and deliver a Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside upon request that part of the United States in a transaction meeting the requirements of Rule 904 of Regulation SCDS Global Warrant be certificated, and is in compliance with applicable local laws Warrants that are held as Book Entry Warrants shall be transferred and regulations, and recorded through the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case relevant Book Entry Participant in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is book entry registration system as the entitlement holder in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion respect of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c2) Subject to the provisions of this IndentureAgreement, Applicable Legislation and applicable law, the Warrantholder holder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares (or other security issued in accordance with Article 4) by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 5 contracts
Sources: Warrant Agency Agreement, Warrant Agency Agreement, Warrant Agency Agreement (Alignvest Acquisition Corp)
Transfer and Ownership of Warrants. (a) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “"A” (together with a declaration for removal of U.S. Legend or opinion of counsel", if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , (c) in the case of DRS AdvicesUncertificated Warrants, surrendering to the Warrant Agent at the Warrant Agency, such other instructions, in accordance with the procedures prescribed by form satisfactory to the Warrant Agent; , and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate Certificate, and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant (or DRS Adviceit shall Authenticate and deliver a Certificated Warrant instead, upon request), representing the Warrants transferred and the transferee of a Book Entry Only Warrant shall be recorded through the relevant Book Entry Only Participant in accordance with the book entry registration system as applicable. Transfers within the systems entitlement holder in respect of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agentsuch Warrants.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting accordance with the requirements of Rule 904 of Regulation S, S and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “"C” " to this Warrant Indenture, or in such other form as the Corporation and Warrant Agent may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the CorporationCorporation and the Warrant Agent) as the Corporation Warrant Agent may reasonably require; (C) the transfer is made pursuant to in compliance with the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A 144 thereunder, if available, or (ii) Rule 144 144A thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (ED) the transfer is made pursuant to an effective in another transaction that does not require registration statement under the U.S. Securities Act and or any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii2.12(b)(C)(i) or Sections 2.12(b)(D) furnished to the Corporation and Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation and the Warrant Agent to such effect. In relation to a transfer under (C)(iiC)(i) or (D) above, unless the Corporation and the Warrant Agent receive receives an opinion of counsel, of recognized standing, or other evidence in form and substance reasonably satisfactory to the Corporation in form and substance, Warrant Agent to the effect that the U.S. Legend restrictive legend set forth in subsection Section 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend legend set forth in Section 2.8(a).
(c) Subject to the provisions of this Indenture, Applicable Legislation Indenture and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 4 contracts
Sources: Warrant Indenture (mCloud Technologies Corp.), Warrant Indenture (mCloud Technologies Corp.), Warrant Indenture (mCloud Technologies Corp.)
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder Registered Warrantholder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel”, if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , (c) in the case of DRS AdvicesUncertificated Warrants, surrendering to the Warrant Agent at the Warrant Agency, a duly executed Transaction Instruction from the holder (or such other instructions, in accordance with the procedures prescribed by form satisfactory to the Warrant Agent; ), and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation laws and requirements of regulatory authoritiesRegulatory Authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate Certificate, and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant (or DRS Adviceit shall Authenticate and deliver a Certificated Warrant instead, upon request), representing the Warrants transferred and the transferee of a Book Entry Only Warrant shall be recorded through the relevant Book Entry Only Participant in accordance with the book entry registration system as applicable. Transfers within the systems entitlement holder in respect of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agentsuch Warrants.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c2) Subject to the provisions of this Indenture, Applicable Legislation Indenture and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 3 contracts
Sources: Warrant Indenture (HEXO Corp.), Warrant Indenture (HEXO Corp.), Warrant Indenture (HEXO Corp.)
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); attached hereto and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a Warrant Certificate and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or DRS Advice, as applicablethe Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears any of the U.S. Legend legends set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and (A) the transfer is made to the Corporation; Corporation or (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers declaration to the Warrant Agent and the Corporation a declaration substantially in the form effect set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished delivered to the Warrant Agent Agent, and if required by the Corporation Warrant Agent, the transferor provides an opinion of counsel or other evidence in form and substance of recognized standing, reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) proposed transfer is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear exempt from registration with applicable state laws and the U.S. Legend set forth in Section 2.8(a)Securities Act and that such legends may be removed.
(c3) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Warrant Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 3 contracts
Sources: Warrant Indenture (Tower One Wireless Corp.), Warrant Indenture, Warrant Indenture
Transfer and Ownership of Warrants. (a) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a))”; (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; (c) in the case of DRS AdvicesWarrants issued using a direct registration system, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon In respect of certificated Warrants, upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate or DRS Advice, as applicableupon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b) . If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.8(b), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the CorporationCompany; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation Warrant Agent or the Company may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the CorporationCompany and the Warrant Agent) as the Corporation Warrant Agent may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 144, thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; or (D) the transfer is made in compliance with another exemption from transaction that does not require registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(iiSection 2.12(a)(C)(ii) or 2.12(b)(D) Section 2.12(a)(D), and if requested by the Warrant Agent or the Company, Section 2.12(a)(B), furnished to the Warrant Agent and the Corporation Company an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation Company, to such effect. In relation to a transfer under (C)(iiSection 2.12(a)(C)(ii) or (DSection 2.12(a)(D) above, unless the Corporation Company and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation Company in form and substance, substance to the effect that the U.S. Legend restrictive legend set forth in subsection 2.8(aSection 2.8(b) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend legend set forth in Section 2.8(a2.8(b).
(cb) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation Company upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation Company and the Warrant Agent with respect to such Warrants, and neither the Corporation Company nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 3 contracts
Sources: Warrant Indenture (IM Cannabis Corp.), Warrant Indenture (IM Cannabis Corp.), Warrant Indenture (IM Cannabis Corp.)
Transfer and Ownership of Warrants. (a) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent Agent, acting reasonably, only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “"A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); " and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant a Warrant Certificate representing the Warrants transferred, and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant representing the Warrants transferred, or DRS Advice, as applicablethe Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b) . If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and such securities may be transferred only (A) the transfer is made to the Corporation; , (B) the transfer is made outside of the United States in a transaction meeting the requirements of accordance with Rule 904 of Regulation S, if available, and is in compliance with applicable local securities laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act provided by Rule 144, if available, and in compliance with applicable state securities laws; or , (ED) in accordance with the transfer is made pursuant to an effective exemption from registration statement under the U.S. Securities Act provided by Rule 144A, if available, and any in compliance with applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.or
Appears in 3 contracts
Sources: Warrant Indenture, Warrant Indenture, Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(ia) the conditions herein;
(iib) such reasonable requirements as the Warrant Agent may prescribe; and
(iiic) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant a Warrant Certificate representing the Warrants transferred, and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant representing the Warrants transferred, or DRS Advicethe Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated, and the transferee of a Book Entry Warrant shall be recorded through the relevant Book Entry Participant in accordance with the book-entry registration system as applicablethe entitlement holder in respect of such Warrants. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate andand such securities may be transferred only: (A) the transfer is made to the CorporationCompany; (B) the transfer is made outside of the United States in a transaction meeting the requirements of accordance with Rule 904 of Regulation S, if available, and is in compliance with applicable local securities laws and regulations, and ; (C) in accordance with the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which mayprovided by Rule 144, without limitationif available, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably requireand in compliance with applicable state securities laws; (CD) the transfer is made pursuant to in accordance with the exemption from the registration requirements of under the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder144A, if available, and in each case in accordance compliance with any applicable state securities laws, or “blue sky” laws; (DE) with the transfer is in compliance with prior written consent of the Company pursuant to another exemption from registration under the U.S. Securities Act and applicable state securities laws; or laws after first providing to the Company and the Warrant Agent (E1) in the case of a transfer is made pursuant to clause B, a declaration in the form of Schedule “C” attached hereto together with such additional documentation as the Company and the Warrant Agent may reasonably prescribe, and (2) in the case of a transfer pursuant to clause C or clause E, an effective opinion of U.S. counsel of recognized standing in form and substance satisfactory to the Company and the Warrant Agent that the offer, sale, pledge or other transfer does not require registration statement under the U.S. Securities Act and any or applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished after first providing to the Warrant Agent and the Corporation an opinion of counsel or Company such other evidence of compliance with applicable securities laws as the Company shall reasonably request. Warrants and, if applicable, Common Shares, issued to, or for the account or benefit of, a U.S. Warrantholder other than a QIB Purchaser (and any certificates issued in form and substance reasonably satisfactory replacement thereof or in substitution therefor) must be issued only in individually certificated form, subject to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion requirements of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a3.3(3).
(c3) Subject to the provisions of this Indenture, Indenture and Applicable Legislation and applicable lawLaw, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation Company upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation Company and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation Company nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 3 contracts
Sources: Warrant Indenture, Warrant Indenture, Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon:
(a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend legend or opinion of counsel, if required by Section 2.8(aSections 2.9(1) or 0, as applicable)); ;
(b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and
(c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation Securities Laws and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate or DRS AdviceCertificate, as applicablerepresenting the Warrants transferred. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.9(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form such securities may be transferred only as set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a2.9(1).
(c3) Subject to the provisions of this Indenture, Applicable Legislation Indenture and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
(4) The Corporation will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the register kept by the Warrant Agent, if such transfer would constitute a violation of Securities Laws or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Corporation. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with Securities Laws.
(5) Any Warrant Certificate issued to a transferee upon transfers contemplated by this section 2.13 shall bear the appropriate legends, as required by applicable Securities Laws, as set forth in subsection 2.9.
Appears in 3 contracts
Sources: Warrant Indenture, Warrant Indenture, Warrant Indenture
Transfer and Ownership of Warrants.
(a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon:
(a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); hereto;
(b) in the case of Book Based Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and
(c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation Securities Laws and requirements of regulatory authorities; and, in the case of (a) or (c) abovean Authenticated Warrant, such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate, representing the Warrants transferred, and to the transferee of an Uncertificated Warrant or a DRS Advice, an Uncertificated Warrant or a DRS Advice representing the Warrant transferred, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate or DRS Advice, as applicableupon request that part of the CDS Global Warrant be Authenticated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.8(3), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and such securities may be transferred only
(A) the transfer is made to the Corporation; , (B) the transfer is made outside of the United States in a transaction meeting the requirements of accordance with Rule 904 of Regulation S, if available, and is in compliance with applicable local securities laws and regulations, and (C) within the transferor delivers to United States in accordance with the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder144, if available, or (ii) Rule 144 thereunder144A, if available, and and, in each case case, in accordance compliance with any applicable state securities local laws and regulations, or “blue sky” laws; (D) with the transfer is in compliance with prior written consent of the Corporation pursuant to another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant laws after first providing to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive (1) in the case of a transfer pursuant to clause B, a declaration in the form of Schedule “B” hereto together with such additional documentation as the Corporation and the Warrant Agent may reasonably prescribe, and (2) in the case of a transfer pursuant to clause C(i) or clause D, an opinion of counsel, U.S. counsel of recognized standing, or other evidence reasonably standing in form and substance satisfactory to the Corporation in form and substancethe Warrant Agent that the offer, sale, pledge or other transfer does not require registration under the U.S. Securities Act or applicable state securities laws, or after first providing to the effect that Corporation such other evidence of compliance with applicable securities laws as the U.S. Legend set forth in subsection 2.8(a) is no longer required Corporation shall reasonably request. Warrants and, if applicable, Common Shares issuable on the Warrant Certificates representing the transferred exercise of Warrants, issued to, or for the Warrant Certificates received by the transferee will continue to bear the account or benefit of, a U.S. Legend set forth Warrantholder (and any certificates issued in Section 2.8(areplacement thereof or in substitution therefor), other than an Original QIB Purchaser, must be issued only in individually certificated form.
(c3) Subject to the provisions of this Indenture, Indenture and Applicable Legislation and applicable lawLegislation, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holderholder.
(4) The Corporation will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the register kept by the Warrant Agent, if such transfer would constitute a violation of Securities Laws or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Corporation. No duty shall rest on the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with Securities Laws.
(5) Any Warrant Certificate issued to a transferee upon transfers contemplated by this section shall bear the appropriate legends, as required by applicable Securities Laws, as set forth in subsection 2.8.
Appears in 2 contracts
Sources: Warrant Indenture, Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register Register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “"A” (together with a declaration for removal of U.S. Legend or opinion of counsel", if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , (c) in the case of DRS Advices, in accordance with the procedures prescribed by surrendering to the Warrant Agent; Agent at the Warrant Agency, DRS Advices representing the Warrants to be transferred together with a duly executed form of transfer as set forth in Schedule "A" and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) abovea Warrant Certificate, such transfer shall be duly noted in such register Register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate, to the transferee of a DRS Advice, a DRS Advice, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate or DRS Advice, as applicableupon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register Register maintained by the Warrant AgentAgent and Warrants that are held as Book Entry Only Warrants shall be transferred and recorded through the relevant Book Entry Only Participant in accordance with the book entry registration system as the entitlement holder in respect of such Warrants. No duty shall rest with the Warrant Agent to determine compliance of the transferor or transferee with Applicable Securities Laws. The Warrant Agent shall be entitled to assume that all transfers are legal and proper.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c2) Subject to the provisions of this Indenture, Indenture and Applicable Legislation and applicable lawLegislation, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 2 contracts
Sources: Warrant Indenture (Double Zero Capital, LP), Second Supplemental Warrant Indenture (Osisko Development Corp.)
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “"A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); " and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate or DRS Advice, as applicableupon request that part of the CDS Global Warrant be certificated. Transfers of CDS Global Warrants within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and (A) the transfer is made to the Corporation; , (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, S and is in compliance with applicable local laws and regulations, and if the Corporation qualified as a foreign issuer" (as defined in Rule 902 of Regulation S) at the time of issuance of the Warrants, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “"C” " to this Warrant Indenture, or in such other form as the Warrant Agent or the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the CorporationCorporation and the Warrant Agent) as the Corporation Warrant Agent may reasonably require; , (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A 144 thereunder, if available, or (ii) Rule 144 144A thereunder, if available, and in each case in accordance with any applicable state securities or “"blue sky” " laws; , or (D) the transfer is made in compliance with another exemption from transaction that does not require registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, that it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii2.12(2)(C)(i) or 2.12(b)(D2.12(2)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation and the Warrant Agent, to such effect. In relation to a transfer under (C)(iiC)(i) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, counsel of recognized standing, or other evidence standing reasonably satisfactory to the Corporation and Warrant Agent in form and substance, substance to the effect that the U.S. Legend restrictive legend set forth in subsection 2.8(a2.8(1) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend legend set forth in Section 2.8(a2.8(1).
(c3) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 2 contracts
Sources: Warrant Indenture (Algernon Pharmaceuticals Inc.), Warrant Indenture (Algernon Pharmaceuticals Inc.)
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counselattached hereto, if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a Warrant Certificate and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or DRS Advice, as applicablethe Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears any of the U.S. Legend legends set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and:
(A) the transfer is made to the Corporation; Corporation or (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers declaration to the Warrant Agent and the Corporation a declaration substantially in the form effect set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished delivered to the Warrant Agent Agent, and if required by the Corporation Warrant Agent, the transferor provides an opinion of counsel or other evidence in form and substance of recognized standing, reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) proposed transfer is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear exempt from registration with applicable state laws and the U.S. Legend set forth in Section 2.8(a)Securities Act and that such legends may be removed.
(c3) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Warrant Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 2 contracts
Sources: Warrant Indenture, Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); A and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate or DRS Advice, as applicableupon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and:
(A) the transfer is made to the Corporation; Corporation or (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers declaration to the Warrant Agent and the Corporation a declaration substantially in the form effect set forth in Schedule “C” C to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of is delivered to the availability of an exemption or exclusion from registration under Warrant Agent, and if required by the U.S. Securities Act (which mayWarrant Agent, without limitation, include the transferor provides an opinion of counsel, counsel of recognized standing standing, reasonably satisfactory to the Corporation) as Corporation and the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) Warrant Agent that the transfer is in compliance with another exemption from registration under applicable state laws and the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a)Act.
(c3) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 2 contracts
Sources: Warrant Indenture, Warrant Indenture
Transfer and Ownership of Warrants. (1) The Agent shall maintain a ---------------------------------- register of the holders at its principal office in the City of Toronto which shall be open for inspection by any agent or representative of the Sellers, the Underwriter or a Warrantholder, in which shall be entered the name and addresses of the holders of the Warrants, the number of Warrants held by them and all other information required by law. The Agent shall, from time to time when requested to do so in writing by the Sellers or the Underwriter furnish the Sellers with a list of the names and addresses of holders of Warrants entered in the registers kept by the Agent and showing the number of Common Shares which might then be acquired upon the exercise of the Warrants held by each such holder.
(2) Except as otherwise set forth in this Section 2.2, the Warrants are not transferable.
(3) A person who furnishes evidence to the reasonable satisfaction of the Agent that he is:
(a) The Warrants may only be transferred on a Warrantholder;
(b) an executor, administrator, heir or legal representative of the register kept by heirs of the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: (a) in the case estate of a Warrant Certificatedeceased Warrantholder;
(c) a guardian, committee, trustee, curator or tutor representing a Warrantholder who is an infant, an incompetent person or a missing person;
(d) a liquidator of, or a trustee in bankruptcy for, a Warrantholder; or
(e) a transferee of a Warrantholder, may as hereinafter stated, by surrendering to the Warrant Agent at the Warrant Agency such evidence together with the Warrant Certificate representing in question to the Warrants to be transferred together with a duly executed transfer form Agent (by delivery or mail as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); (b10.3) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) subject to such reasonable requirements with respect to the payment by the holder of the costs associated with the transfer as the Warrant Agent may prescribe; and
(iii) prescribe and all applicable securities legislation and requirements of regulatory authorities; and, become noted upon the register of Warrantholders. After receiving the surrendered Warrant Certificates and upon the person surrendering the same meeting the requirements as hereinbefore set forth, the Agent shall forthwith give written notice thereof together with confirmation as to the identity of the person entitled to become the holder to the Sellers. Forthwith after receiving written notice from the Agent as aforesaid, the Sellers shall, in accordance with the case provisions of (a) or (c) aboveSection 2.7, such transfer shall cause a new Warrant Certificate to be duly noted in such register by issued and sent to the Warrant Agent. Upon compliance with such requirements, new holder and the Warrant Agent shall issue to the transferee a Warrant Certificate or DRS Advice, as applicable. Transfers within the systems alter its register of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agentholders accordingly.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c4) Subject to the provisions of this Indenture, Applicable Legislation Indenture and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, Warrants free from all equities and rights of set-off or counterclaim between any of the Sellers and such Warrantholder's transferor or previous holder of Warrants and the issue of Common Shares by the Corporation upon the exercise of Warrants by any Warrantholder in accordance with the terms and conditions herein contained shall discharge all responsibilities of any the Corporation Sellers and the Warrant Agent with respect to such Warrants, and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 2 contracts
Sources: Warrant Indenture (Bid Com International Inc), Warrant Indenture (Bid Com International Inc)
Transfer and Ownership of Warrants. (a) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “"A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); " and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee a Warrant Certificate Certificate, or DRS Advice, as applicable. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent shall Authenticate and will not deliver a Warrant Certificate upon request that part of the CDS Global Warrant be noted on certificated, and Warrants that are held as Book Entry Only Warrants shall be transferred and recorded through the register maintained by relevant Book Entry Only Participant in accordance with the Warrant Agentbook entry registration system as the entitlement holder in respect of such Warrants.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(aSubsection 2.8(b), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and (A) the transfer is made to the Corporation; Corporation or (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers declaration to the Warrant Agent and the Corporation a declaration substantially in the form effect set forth in Schedule “"C” " to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of is delivered to the availability of an exemption Warrant Agent, and if required by the Warrant Agent or exclusion from registration under the U.S. Securities Act (which mayCorporation, without limitation, include the transferor provides an opinion of counsel, counsel of recognized standing standing, reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) that the transfer is in compliance with another exemption from registration under applicable United Sates state securities laws and the U.S. Securities Act and applicable state securities laws; or (EC) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation transferor provides an opinion of counsel or such other evidence evidence, in form and substance each case, as is reasonably satisfactory to the Corporation to such effect. In relation to a that the transfer under (C)(ii) or (D) above, unless the Corporation is in compliance with applicable U.S. state laws and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a)Securities Act.
(c) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 2 contracts
Sources: Warrant Indenture, Warrant Indenture
Transfer and Ownership of Warrants.
(a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(ia) the conditions herein;
(iib) such reasonable requirements as the Warrant Agent may prescribe; and
(iiic) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant a Warrant Certificate representing the Warrants transferred, and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant representing the Warrants transferred, or DRS Advicethe Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated, and the transferee of a Book Entry Warrant shall be recorded through the relevant Book Entry Participant in accordance with the book-entry registration system as applicablethe entitlement holder in respect of such Warrants. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate andand such securities may be transferred only: (A) the transfer is made to the CorporationCompany; (B) the transfer is made outside of the United States in a transaction meeting the requirements of accordance with Rule 904 of Regulation S, if available, and is in compliance with applicable local securities laws and regulations, and ; (C) in accordance with the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which mayprovided by Rule 144, without limitationif available, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably requireand in compliance with applicable state securities laws; (CD) the transfer is made pursuant to in accordance with the exemption from the registration requirements of under the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder144A, if available, and in each case in accordance compliance with any applicable state securities laws, or “blue sky” laws; (DE) with the transfer is in compliance with prior written consent of the Company pursuant to another exemption from registration under the U.S. Securities Act and applicable state securities laws; or laws after first providing to the Company and the Warrant Agent (E1) in the case of a transfer is made pursuant to clause B, a declaration in the form of Schedule “C” attached hereto together with such additional documentation as the Company and the Warrant Agent may reasonably prescribe, and (2) in the case of a transfer pursuant to clause C or clause E, an effective opinion of U.S. counsel of recognized standing in form and substance satisfactory to the Company and the Warrant Agent that the offer, sale, pledge or other transfer does not require registration statement under the U.S. Securities Act and any or applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished after first providing to the Warrant Agent and the Corporation an opinion of counsel or Company such other evidence of compliance with applicable securities laws as the Company shall reasonably request. Warrants and, if applicable, Common Shares, issued to, or for the account or benefit of, a U.S. Warrantholder other than a QIB Purchaser (and any certificates issued in form and substance reasonably satisfactory replacement thereof or in substitution therefor) must be issued only in individually certificated form, subject to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion requirements of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a3.3(3).
(c3) Subject to the provisions of this Indenture, Indenture and Applicable Legislation and applicable lawLaw, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation Company upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation Company and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation Company nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 2 contracts
Sources: Warrant Indenture, Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and manner of execution satisfactory to the Warrant Agent Agent, acting reasonably, only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency (or at any other place that is designated by the Corporation with the approval of the Warrant Certificate Agent) the Warrant Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counselhereto, if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(ia) the conditions herein;
(iib) such reasonable requirements as the Warrant Agent may reasonably prescribe; and
(iiic) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee a Warrant Certificate Certificate, or DRS Advice, as applicable. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Authenticate and deliver a Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside upon request that part of the United States in a transaction meeting the requirements of Rule 904 of Regulation SCDS Global Warrant be certificated, and is in compliance with applicable local laws Warrants that are held as Book Entry Warrants shall be transferred and regulations, and recorded through the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case relevant Book Entry Participant in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is book entry registration system as the entitlement holder in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion respect of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c2) Subject to the provisions of this IndentureAgreement, Applicable Legislation and applicable law, the Warrantholder holder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares (or other security issued in accordance with Article 4) by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 2 contracts
Sources: Warrant Agency Agreement (TPCO Holding Corp.), Warrant Agency Agreement (Bespoke Capital Acquisition Corp)
Transfer and Ownership of Warrants. (a) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “"A” " (together with a declaration for removal of U.S. Legend legend or opinion of counsel, if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee a Warrant Certificate or DRS Advice, as applicable. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b) If a Warrant Certificate or DRS Advice tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate or DRS Advice and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “"C” " to this Warrant Indenture, or in such other form as the Warrant Agent or the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(aAgent) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and as the Warrant Agent with respect to such Warrants, and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.may reasonably require;
Appears in 2 contracts
Sources: Warrant Indenture, Warrant Indenture
Transfer and Ownership of Warrants. (a) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a))“; (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; (c) in the case of DRS AdvicesWarrants issued using a direct registration system, in accordance with the procedures prescribed by the Warrant Agent; and (dc) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon In respect of certificated Warrants, upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate or DRS Advice, as applicableupon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” “ to this Warrant Indenture, or in such other form as the Warrant Agent or the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the CorporationCorporation and the Warrant Agent) as the Corporation Warrant Agent may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, 144 or (ii) Rule 144 144A, thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; or (D) the transfer is made in compliance with another exemption from transaction that does not require registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(iiSection 2.12(a)(C) or 2.12(b)(DSection 2.12(a)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation Corporation, to such effect. In relation to a transfer under (C)(iiC) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, substance to the effect that the U.S. Legend restrictive legend set forth in subsection Section 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend legend set forth in Section 2.8(a).
(cb) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 2 contracts
Sources: Warrant Indenture, Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificate(s) representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a))A attached hereto; (b) in the case of Book Entry Only WarrantsUncertificated Warrants held through the book entry registration system, in accordance with procedures the Applicable Procedures prescribed by the Depository under the book entry registration system; and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation Applicable Legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a Warrant Certificate and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or DRS Advice, as applicablethe Warrant Agent shall Authenticate and deliver a Warrant Certificate upon the request that part of the Warrants held by the Depository be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.8(2), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and (Aa) the transfer is made to the Corporation; or (Bb)(i) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers declaration to the Warrant Agent and the Corporation a declaration substantially in the form effect set forth in Schedule “C” C to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory is delivered to the Corporation) as the Corporation may reasonably requireWarrant Agent; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or and/or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to required by the Warrant Agent and Agent, the Corporation transferor provides an opinion of counsel or other evidence in form and substance of recognized standing, reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) proposed transfer is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear excluded or exempt from registration with applicable state laws and the U.S. Legend set forth in Section 2.8(a)Securities Act and that such legends may be removed, if applicable.
(c3) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Warrant Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 2 contracts
Sources: Warrant Indenture (Vizsla Silver Corp.), Warrant Indenture (Vizsla Silver Corp.)
Transfer and Ownership of Warrants. (a) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); attached hereto and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a Warrant Certificate representing Warrants, and to the transferee of an uncertificated Warrant, an uncertificated Warrant, or DRS Advicethe Warrant Agent shall authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrants be certificated, as applicableif permissible in accordance with the terms and conditions of this Indenture. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend legends set forth in Section 2.8(a2.14(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and (A) the transfer is made to the Corporation; Corporation or (B) the transfer is made outside of the United States in a transaction meeting the requirements of accordance with Rule 904 of Regulation S, S and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from registration under the registration requirements of the U.S. Securities 1933 Act provided by (i1) Rule 144A thereunder, if available, or (ii2) Rule 144 thereunder, if available, and and, in each either case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; , or (ED) the transfer is made pursuant to an effective in a transaction that does not require registration statement under the U.S. Securities 1933 Act and or any applicable state securities laws; provided thatand, it has prior to any in the case of a transfer pursuant to Sections 2.12(b)(C)(iiclause (C)(2) or 2.12(b)(D) (D), after the holder of such Warrant Certificate has, prior to such transfer, furnished to the Warrant Agent Corporation (and the Corporation Warrant Agent) an opinion of counsel or other evidence Counsel of recognized standing to such effect, in form and substance either case reasonably satisfactory to the Corporation to stating that such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a)legends may be removed.
(c) Subject to the provisions of this Indenture, Indenture and Applicable Legislation and applicable lawLegislation, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
(d) Notwithstanding any other provisions of this Indenture, in processing and registering transfers of Warrants, no duty or responsibility whatsoever shall rest upon the Warrant Agent to determine the compliance by any transferor or transferee with the terms of the legend contained in Section 2.14(a), or with the relevant securities laws or regulations, including, without limitation, Regulation S, and the Warrant Agent shall be entitled to assume that all transfers made in accordance with the terms of this Indenture are legal and proper.
Appears in 2 contracts
Sources: Warrant Indenture, Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a Warrant Certificate and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or DRS Advice, as applicablethe Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c) Subject to the provisions of this Indenture, Indenture and Applicable Legislation and applicable lawLegislation, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Warrant Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
(2) If a Warrant Certificate tendered for transfer bears the legend set forth in Section 2.8(3), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and the holder certifies in the form of transfer, either (A) the transfer is made to the Corporation; or (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S and in compliance with applicable local laws and regulations; or (C) the transfer is being made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A under the U.S. Securities Act, if available, or (ii) Rule 144 under the U.S. Securities Act, if available, and, in each case, in accordance with applicable state securities laws; or
Appears in 2 contracts
Sources: Warrant Indenture, Warrant Indenture
Transfer and Ownership of Warrants. (a) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule :“AB” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate or DRS Advice, as applicableupon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and (A) the transfer is made to the Corporation; Corporation or (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers declaration to the Warrant Agent and the Corporation a declaration substantially in the form effect set forth in Schedule “CB” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of is delivered to the availability of an exemption or exclusion from registration under Warrant Agent, and if required by the U.S. Securities Act (which mayWarrant Agent, without limitation, include the transferor provides an opinion of counsel, counsel of recognized standing standing, reasonably satisfactory to the Corporation) as Corporation and the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) Warrant Agent that the transfer is in compliance with another exemption from registration under applicable state laws and the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a)Act.
(c) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 2 contracts
Sources: Warrant Indenture (Cohbar, Inc.), Warrant Indenture (Cohbar, Inc.)
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); A and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(ia) the conditions herein;
(iib) such reasonable requirements as the Warrant Agent may prescribe; and
(iiic) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate or DRS Advice, as applicableupon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and (A) the transfer is made to the Corporation; Corporation or (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers declaration to the Warrant Agent and the Corporation a declaration substantially in the form effect set forth in Schedule “C” C to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of is delivered to the availability of an exemption or exclusion from registration under Warrant Agent, and if required by the U.S. Securities Act (which mayWarrant Agent, without limitation, include the transferor provides an opinion of counsel, counsel of recognized standing standing, reasonably satisfactory to the Corporation) as Corporation and the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) Warrant Agent that the transfer is in compliance with another exemption from registration under applicable state laws and the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a)Act.
(c3) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 2 contracts
Sources: Warrant Indenture (Invictus MD Strategies Corp.), Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: :
(a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” hereto (together with a declaration for removal of U.S. Legend legend or opinion of counsel, if required by Section 2.8(a2.8(1)); ;
(b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and
(c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate, representing the Warrants transferred and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant representing the Warrants transferred, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate or DRS Advice, as applicableupon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and such securities may be transferred only (A) the transfer is made to the Corporation; Company, (B) the transfer is made outside of the United States in a transaction meeting the requirements of accordance with Rule 904 of Regulation S, if available, and is in compliance with applicable local securities laws and regulations, and regulations (C) in accordance with the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act provided by Rule 144, if available, and in compliance with applicable state securities laws, (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the CorporationD) as the Corporation may reasonably require; (C) the transfer is made pursuant to in accordance with the exemption from the registration requirements of under the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder144A, if available, and in each case in accordance compliance with any applicable state securities laws, or “blue sky” laws; (DE) with the transfer is in compliance with prior written consent of the Company pursuant to another exemption from registration under the U.S. Securities Act and applicable state securities laws; or laws after first providing to the Company and the Warrant Agent
(E1) in the case of a transfer is made pursuant to clause B, a declaration in the form of Schedule “B” attached hereto together with such additional documentation as the Company and the Warrant Agent may reasonably prescribe, and (2) in the case of a transfer pursuant to clause C or clause E, an effective opinion of U.S. counsel of recognized standing in form and substance satisfactory to the Company and the Warrant Agent that the offer, sale, pledge or other transfer does not require registration statement under the U.S. Securities Act and any or applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished after first providing to the Warrant Agent and the Corporation an opinion of counsel or Company such other evidence of compliance with applicable securities laws as the Company shall reasonably request. Warrants and, if applicable, Common Shares, issued to, or for the account or benefit of, a U.S. Warrantholder other than an Original QIB Purchaser (and any certificates issued in form and substance reasonably satisfactory replacement thereof or in substitution therefor) must be issued only in individually certificated form, subject to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion requirements of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a3.3(3).
(c3) Subject to the provisions of this Indenture, Applicable Legislation Indenture and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation Company upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation Company and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation Company nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 2 contracts
Sources: Warrant Indenture, Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” attached hereto (together with a declaration for removal of U.S. Legend legend or opinion of counsel, if required by Sections Section 2.8(a2.8(1) or Section 2.8(3), as applicable); , and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue a Warrant Certificate to the transferee of a Warrant Certificate and shall issue an Uncertificated Warrant to the transferee of an Uncertificated Warrant, or DRS Advice, as applicablethe Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form such securities may be transferred only as set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a2.8(1).
(c3) Subject to the provisions of this Indenture, Applicable Legislation Indenture and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Warrant Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
(4) The Corporation will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the register kept by the Warrant Agent, if such transfer would constitute a violation of applicable securities laws or the rules, regulations or policies of any regulatory authority having jurisdiction.
(5) Any Warrant Certificate issued to a transferee upon transfers contemplated by this Section 2.12 shall bear the appropriate legends, as required by applicable securities laws, as set forth in Section 2.8.
Appears in 2 contracts
Sources: Warrant Indenture (Acreage Holdings, Inc.), Warrant Indenture
Transfer and Ownership of Warrants. (a) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee a Warrant Certificate or DRS Advice, as applicable. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.or
Appears in 2 contracts
Sources: Warrant Indenture, Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “"A” (together with a declaration for removal of U.S. Legend or opinion of counsel", if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , (c) in the case of DRS AdvicesUncertificated Warrants, surrendering to the Warrant Agent at the Warrant Agency, a duly executed Transaction Instruction from the holder (or such other instructions, in accordance with the procedures prescribed by form satisfactory to the Warrant Agent; ), and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate Certificate, and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant (or DRS Adviceit shall Authenticate and deliver a Certificated Warrant instead, upon request), representing the Warrants transferred and the transferee of a Book Entry Only Warrant shall be recorded through the relevant Book Entry Only Participant in accordance with the book entry registration system as applicable. Transfers within the systems entitlement holder in respect of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agentsuch Warrants.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c2) Subject to the provisions of this Indenture, Applicable Legislation Indenture and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 2 contracts
Sources: Warrant Indenture (Midway Gold Corp), Warrant Indenture (Vista Gold Corp)
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon:
(a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” hereto (together with a declaration for removal of U.S. Legend legend or opinion of counsel, if required by Section 2.8(aSections 2.8(1)); ;
(b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and
(c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) abovea Certificated Warrant, such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate or DRS AdviceCertificate, as applicable. Transfers within representing the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant AgentWarrants transferred.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and such securities may be transferred only
(A) the transfer is made to the Corporation; , (B) the transfer is made outside of the United States in a transaction meeting the requirements of accordance with Rule 904 of Regulation S, S and is in compliance with applicable local securities laws and regulations, and if available, (C) within the transferor delivers to United States in accordance with the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144 or (ii) Rule 144A thereunderand in compliance with applicable local laws and regulations, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) with the transfer is in compliance with prior written consent of the Corporation pursuant to another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant laws after first providing to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion (1) in the case of counsela transfer pursuant to clause B, a declaration in the form of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance Schedule “B” hereto together with the terms and conditions herein contained shall discharge all responsibilities of such additional documentation as the Corporation and the Warrant Agent with respect to such Warrantsmay reasonably prescribe, and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.and
Appears in 2 contracts
Sources: Warrant Indenture, Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: :
(a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel"A attached hereto, if required by Section 2.8(a)); or
(b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; (c) in the case of DRS AdvicesBook Entry Registration System, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a new Warrant Certificate, and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate or DRS Advice, as applicableupon request that part of Uncertificated Warrants registered in the name of the Depository be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c2) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Warrant Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 2 contracts
Sources: Warrant Indenture (Contact Gold Corp.), Warrant Indenture (Contact Gold Corp.)
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counselattached hereto, if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a new Warrant Certificate and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate or DRS Advice, as applicableupon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant AgentAgent and shall be recorded through the relevant Book Entry Participant in accordance with the book entry registration system as the entitlement holder in respect of such Warrants.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legends set forth in Section 2.8(a2.8(2), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and such securities may be transferred only (A) the transfer is made to the Corporation; , (B) the transfer is made outside of the United States in a transaction meeting the requirements of accordance with Rule 904 of Regulation S, if available, and is in compliance with applicable local securities laws and regulations, and (C) in accordance with the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder144, if available, and in each case in accordance compliance with any applicable state securities laws, or “blue sky” laws; (D) with the transfer is in compliance with prior written consent of the Corporation pursuant to another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) laws after first providing to the transfer is made pursuant to an effective registration statement under Corporation and the U.S. Securities Act and any applicable state securities laws; provided thatWarrant Agent, it has prior to any in the case of a transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation clause (B), an opinion of U.S. counsel or other evidence of recognized standing in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counselthat the offer, of recognized standingsale, pledge or other transfer does not require registration under the U.S. Securities Act or applicable state securities laws and that such legends may be removed. Warrants and, if applicable, Warrant Shares, issued to, or other evidence reasonably satisfactory to for the Corporation account or benefit of, a U.S. Person or person in form the United States (and substance, to the effect that the U.S. Legend set forth any certificates issued in subsection 2.8(areplacement thereof or in substitution therefor) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth must be issued only in Section 2.8(a)individually certificated form.
(c3) Subject to the provisions of this Indenture, Indenture and Applicable Legislation and applicable lawLegislation, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Warrant Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
(4) The Corporation will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the register kept by the Warrant Agent, if such transfer would constitute a violation of applicable securities laws or the rules, regulations or policies of any regulatory authority having jurisdiction.
(5) Any Warrants issued to a transferee upon transfers contemplated by this Section 2.12 shall bear the appropriate legends, as required by applicable securities laws, as set forth in Section 2.8.
Appears in 2 contracts
Sources: Warrant Indenture (TerrAscend Corp.), Warrant Indenture (TerrAscend Corp.)
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: :
(a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend legend or opinion of counsel, if required by Section 2.8(aSections 2.9(1) or 2.9(2), as applicable); ;
(b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; and
(c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation Securities Laws and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate or DRS AdviceCertificate, as applicablerepresenting the Warrants transferred. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.9(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form such securities may be transferred only as set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a2.9(1).
(c3) Subject to the provisions of this Indenture, Indenture and Applicable Legislation and applicable lawLegislation, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Warrant Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
(4) The Corporation will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the register kept by the Warrant Agent if such transfer would constitute a violation of Securities Laws or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Corporation. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with Securities Laws.
(5) Any Warrant Certificate issued to a transferee upon transfers contemplated by this Section 2.13 shall bear the appropriate legends, as required by applicable Securities Laws, as set forth in subsection 2.9.
Appears in 2 contracts
Sources: Warrant Indenture, Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register Register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel”, if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , (c) in the case of DRS Advices, in accordance with the procedures prescribed by surrendering to the Warrant Agent; Agent at the Warrant Agency, DRS Advices representing the Warrants to be transferred together with a duly executed form of transfer as set forth in Schedule “A” and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) abovea Warrant Certificate, such transfer shall be duly noted in such register Register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate, to the transferee of a DRS Advice, a DRS Advice, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate or DRS Advice, as applicableupon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register Register maintained by the Warrant AgentAgent and Warrants that are held as Book Entry Only Warrants shall be transferred and recorded through the relevant Book Entry Only Participant in accordance with the book entry registration system as the entitlement holder in respect of such Warrants. No duty shall rest with the Warrant Agent to determine compliance of the transferor or transferee with Applicable Securities Laws. The Warrant Agent shall be entitled to assume that all transfers are legal and proper.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c2) Subject to the provisions of this Indenture, Indenture and Applicable Legislation and applicable lawLegislation, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 2 contracts
Sources: Warrant Indenture (Osisko Development Corp.), Warrant Indenture (Condire Management, LP)
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal Form of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); Transfer and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate or DRS Advice, as applicableupon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant AgentAgent and Warrants that are held as Book Entry Only Warrants shall be transferred and recorded through the relevant Book Entry Only Participant in accordance with the book entry registration system as the entitlement holder in respect of such Warrants.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c2) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
(3) Notwithstanding any other provisions of this Indenture, in processing and registering transfers of Warrants, no duty or responsibility whatsoever shall rest upon the Warrant Agent to determine the compliance by any transferor or transferee with the terms of any legends, or with the relevant securities laws or regulations and the Warrant Agent shall be entitled to assume that all transfers are legal and proper.
Appears in 2 contracts
Sources: Warrant Indenture (Sandstorm Gold LTD), Warrant Indenture (Sandstorm Gold LTD)
Transfer and Ownership of Warrants. (a) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend legend or opinion of counsel, if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate or DRS Advice, as applicableupon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation SS in circumstances where Rule 905 of Regulation S does not apply, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Warrant Agent or the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the CorporationCorporation and the Warrant Agent) as the Corporation Warrant Agent may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; or (D) the transfer is made in compliance with another exemption from transaction that does not require registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii2.12(b)(C) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation and the Warrant Agent, to such effect. In relation to a transfer under (C)(iiC) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, substance to the effect that the U.S. Legend restrictive legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend legend set forth in Section 2.8(a).
(c) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 2 contracts
Sources: Warrant Indenture (Bunker Hill Mining Corp.), Warrant Indenture (Bunker Hill Mining Corp.)
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate. Any Warrant Certificate or DRS Advice, as applicable. Transfers within shall continue to bear the systems legends prescribed in Section 2.8.
(2) The Warrant Agent understands and acknowledges that the Warrants and the Common Shares issuable upon the exercise of the Depository are Warrants have not the responsibility of the Warrant Agent been and will not be noted on registered under any state securities laws of the register maintained by the Warrant Agent.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a)United States; provided, the Warrant Agent however, that such understanding and acknowledgement shall not register such transfer unless detract from or in any way lessen or diminish the transferor has provided obligations of the Warrant Agent Warrantholders, and the transferors and transferees of Warrants, to comply with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside all Applicable Legislation including applicable state securities laws of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers respect to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenturesale, transfer, disposition, purchase or in such other form as the Corporation may from time to time prescribe, together with such other evidence acquisition of the availability Warrants or the Common Shares issuable upon exercise of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a)Warrant.
(c3) Subject to the provisions of this Indenture, Indenture and Applicable Legislation and applicable lawLegislation, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 2 contracts
Sources: Warrant Indenture (MANAS PETROLEUM Corp), Warrant Indenture (MANAS PETROLEUM Corp)
Transfer and Ownership of Warrants. (a) 2.12.1 The Warrants may only be transferred on the Warrant register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (ai) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a))”; (bii) in the case of Book Entry Only Warrants, in accordance with the procedures prescribed by the Depository under the book entry registration system; or (ciii) in the case of DRS AdvicesUncertificated Warrants, surrendering to the Warrant Agent at the Warrant Agency, a duly executed Transaction Instruction from the holder (or such other instructions, in accordance with the procedures prescribed by form satisfactory to the Warrant Agent; ), and (d) in each case, upon compliance with:
(ia) the conditions herein;
(iib) such reasonable requirements as the Warrant Agent may prescribe; and
(iiic) all applicable securities legislation Securities Laws and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such Warrant register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate (or DRS Adviceit shall Authenticate an Uncertificated Warrant instead, upon request), and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant (or it shall Authenticate and deliver a Certificated Warrant instead, upon request), representing the Warrants transferred and to the transferee of a Book Entry Only Warrant, shall be recorded through the relevant Book Entry Only Participant in accordance with the book entry registration system as applicable. Transfers within the systems entitlement holder in respect of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agentsuch Warrants.
(b) 2.12.2 If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a)2.8.1, the Warrant Agent shall not Warrant register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate Certificate, if applicable, and: (Ai) the transfer is made to the Corporation; (Bii) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers declaration to the Warrant Agent and the Corporation a declaration substantially in the form effect set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of is delivered to the availability of an exemption Warrant Agent; or exclusion from registration under (iii) the U.S. Securities Act (which may, without limitation, include transferor provides an opinion of counsel, of recognized standing reasonably counsel or such other written confirmation or certification satisfactory to the Corporation) as Corporation and the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) Warrant Agent that the transfer is in compliance with another exemption from registration under applicable state laws and the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a)Act.
(c) 2.12.3 Subject to the provisions of this Indenture, Applicable Legislation Indenture and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Warrant Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 2 contracts
Sources: Warrant Indenture (Amaya Gaming Group Inc.), Warrant Indenture (Amaya Gaming Group Inc.)
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); and (b) in the case of Book Entry Only Uncertificated Warrants, in accordance with procedures Applicable Procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
: (i) the conditions herein;
; (ii) such reasonable requirements as the Warrant Agent may prescribe; and
and (iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a Warrant Certificate and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or DRS Advice, as applicablethe Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the Uncertificated Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c) Subject to the provisions of this Indenture, Indenture and Applicable Legislation and applicable lawLegislation, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Warrant Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 2 contracts
Sources: Warrant Indenture, Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counselattached hereto, if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a Warrant Certificate and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or DRS Advice, as applicablethe Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears any of the U.S. Legend legends set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and (A) the transfer is made to the Corporation; , (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers declaration to the Warrant Agent and the Corporation a declaration substantially in the form effect set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Warrant Agent or the Corporation may from time to time prescribe, together with such other evidence of is delivered to the availability of an exemption Warrant Agent, or exclusion from registration under the U.S. Securities Act (which may, without limitation, include C) an opinion of counsel, counsel of recognized standing standing, reasonably satisfactory to the Corporation) as Corporation and the Corporation may reasonably require; (C) Warrant Agent, is delivered to the Warrant Agent that the proposed transfer is made pursuant to the exemption exempt from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under laws and the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to that such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a)legends may be removed.
(c3) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Warrant Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); A and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(ia) the conditions herein;
(iib) such reasonable requirements as the Warrant Agent may prescribe; and
(iiic) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate or DRS Advice, as applicableupon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(aSections 2.8(1) and 2.8(2), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and (A) the transfer is made to the Corporation; Corporation or (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers declaration to the Warrant Agent and the Corporation a declaration substantially in the form effect set forth in Schedule “C” C to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of is delivered to the availability of an exemption or exclusion from registration under Warrant Agent, and if required by the U.S. Securities Act (which mayWarrant Agent, without limitation, include the transferor provides an opinion of counsel, counsel of recognized standing standing, reasonably satisfactory to the Corporation) as Corporation and the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) Warrant Agent that the transfer is in compliance with another exemption from registration under applicable state laws and the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a)Act.
(c3) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register Register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register Register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a Warrant Certificate and, to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or DRS Advice, as applicablethe Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register Register maintained by the Warrant Agent.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c2) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Transfer and Ownership of Warrants. (a) The Warrants may only be transferred in connection with a transfer of those Common Shares which, together with such Warrants to be transferred, constitute a Unit or Units and further, may only be transferred on the register kept by the Warrant Agent Trustee at the Warrant Agency Agency, by the holder or its legal representatives representative or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent Trustee, only upon: (a) in the case of a Warrant Certificate, upon surrendering to the Warrant Agent Trustee at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent Trustee may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant AgentTrustee. Upon compliance with such requirements, the Warrant Agent Trustee shall issue to the transferee a Warrant Certificate or DRS Advice, as applicable. Transfers within representing the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant AgentWarrants transferred.
(b) If a Warrant Certificate tendered for transfer bears The Trustee acknowledges that the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, Warrants and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration Common Shares issuable upon exercise thereof have not been registered under the U.S. Securities Act (which mayAct, without limitation, include an opinion or the securities laws of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements any state of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if availableUnited States, and may not be transferred in each case in accordance with any applicable state securities the United States or “blue sky” laws; (D) to a U.S. Person unless the transfer is in compliance with another exemption from registration Warrants and the Common Shares issuable upon exercise thereof have been registered under the U.S. Securities Act and the securities laws of all applicable state securities laws; states of the United States or (E) the transfer an exemption from such registration requirements is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a)available.
(c) Subject to the provisions of this Indenture, Applicable Legislation Indenture and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, Warrants and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent Trustee with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent Trustee shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Transfer and Ownership of Warrants. (a) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: :
(ai) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” ”;
(together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); (bii) in the case of Book Entry Only WarrantsUncertificated Warrants issued to the Depository, in accordance with procedures prescribed by the Depository under the book entry registration system; non- certificated inventory system administered by the Depository;
(ciii) in the case of Uncertificated Warrants represented by DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and and
(div) upon compliance with:
(iA) the conditions herein;
(iiB) such reasonable requirements as the Warrant Agent may prescribe; and
(iiiC) all applicable securities legislation laws and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of Warrants represented by a Warrant Certificate or DRS Advice, as applicable, a Warrant Certificate or DRS Advice representing the Warrants transferred, and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant representing the Warrants transferred, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of an Uncertificated Warrant be certificated, and the transferee of an Uncertificated Warrant shall be recorded through the relevant Participant in accordance with the non-certificated inventory system administered by the Depository as the entitlement holder in respect of such Warrants. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b) If a Warrant Certificate or DRS Advice tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.10(c), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate andor DRS Advice and such securities may be transferred only: (Ai) the transfer is made to the Corporation; (Bii) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, S under the U.S. Securities Act and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (Ciii) the transfer is made pursuant to in accordance with the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (Eiv) the transfer is made pursuant to an effective in another transaction that does not require registration statement under the U.S. Securities Act and or any applicable state securities laws; provided thatlaws and regulations governing the offer and sale of securities, it has prior after first providing to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion (A) in the case of counsela transfer pursuant to clause (ii), a declaration in the form of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance Schedule “C” attached hereto together with the terms and conditions herein contained shall discharge all responsibilities of such additional documentation as the Corporation and the Warrant Agent with respect may reasonably prescribe; and (B) in the case of a transfer pursuant to such Warrants, and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.clause
Appears in 1 contract
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon:
(a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “"A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); ";
(b) in the case of Book Entry Only CDS Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; and
(c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation Securities Laws and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate or DRS AdviceCertificate, as applicablerepresenting the Warrants transferred. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.9(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form such securities may be transferred only as set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a2.9(1).
(c3) Subject to the provisions of this Indenture, Applicable Legislation Indenture and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
(4) The Corporation will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the register kept by the Warrant Agent, if such transfer would constitute a violation of Securities Laws or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Corporation. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with Securities Laws.
(5) Any Warrant Certificate issued to a transferee upon transfers contemplated by this Section 2.13 shall bear the appropriate legends, as required by applicable Securities Laws, as set forth in Section 2.9.
Appears in 1 contract
Sources: Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder Registered Warrantholder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution reasonably satisfactory to the Warrant Agent only upon: (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form in the form attached to the Warrant Certificate as set forth out in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a))”; (b) in the case of Book Entry Only Warrants, in accordance with procedures Applicable Procedures prescribed by the Depository under the book entry registration system; (c) in the case of DRS AdvicesUncertificated Warrants, surrendering to the Warrant Agent at the Warrant Agency, a duly executed transfer form in the form attached to the Warrant Certificate as set out in Schedule “A” from the Registered Warrantholder (or such other instructions, in accordance with the procedures prescribed by form reasonably satisfactory to the Warrant Agent); and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate Certificate, and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant (or DRS Adviceit shall Authenticate and deliver a Certificated Warrant instead, upon request), representing the Warrants transferred and the transferee of a Book Entry Warrant shall be recorded through the relevant Book Entry Participant in accordance with the book entry registration system as applicablethe entitlement holder in respect of such Warrants. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c2) Subject to the provisions of this Indenture, Indenture and Applicable Legislation and applicable lawLegislation, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Sources: Warrant Indenture (Logiq, Inc.)
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon:
(a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend legend or opinion of counsel, if required by Section 2.8(aSections 2.9(1) or 2.9(1), as applicable); ;
(b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; and
(c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation Securities Laws and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant a Warrant Certificate or DRS Advice, as applicablerepresenting the Warrants transferred. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.9(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form such securities may be transferred only as set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a2.9(1).
(c3) Subject to the provisions of this Indenture, Applicable Legislation Indenture and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, and neither . Neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
(4) The Corporation will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the register kept by the Warrant Agent, if such transfer would constitute a violation of Securities Laws or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Corporation. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with Securities Laws.
(5) Any Warrant Certificate issued to a transferee upon transfers contemplated by this Section
Appears in 1 contract
Sources: Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register Register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , (c) in the case of DRS Advices, in accordance with the procedures prescribed by surrendering to the Warrant AgentAgent at the Warrant Agency, DRS Advices representing the Warrants to be transferred together with a duly executed form of transfer as set forth in Schedule A; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) abovea Warrant Certificate, such transfer shall be duly noted in such register Register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate, and to the transferee of a DRS Advice a DRS Advice or the Warrant Agent shall Authenticate and deliver a Warrant Certificate or DRS Advice, as applicableupon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register Register maintained by the Warrant AgentAgent and Warrants that are held as Book Entry Only Warrants shall be transferred and recorded through the relevant Book Entry Only Participant in accordance with the book entry registration system as the entitlement holder in respect of such Warrants.
(b2) If a Warrant Certificate tendered for transfer bears any of the U.S. Legend legends set forth in Section 2.8(a)2.8, the Warrant Agent shall not register such transfer unless unless, in the case of a Warrant Certificate bearing only the legend set forth in Section 2.8(1) (and not the legend(s) set forth in Section 2.8(2)), the transferor has provided the Warrant Agent with the Warrant Certificate and: and (A) the transfer is made to the Corporation; Corporation or (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act or (C) if the transfer is made pursuant to an exemption provided by Rule 144 under the U.S. Securities Act, if available, or another valid exemption, and in each case in compliance with any applicable state securities laws; provided thatlaws in the United States and securities laws of any other applicable jurisdictions, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive transferor provides an opinion of counsel, of recognized standing, or other evidence standing reasonably satisfactory to the Corporation in form and substanceCorporation, to the effect that the U.S. Legend set forth in subsection 2.8(a) such legend is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear under applicable requirements of the U.S. Legend set forth in Section 2.8(a)Securities Act.
(c3) No duty shall rest with the Warrant Agent to determine compliance of the transferor or transferee with Applicable Securities Laws. The Warrant Agent shall be entitled to assume that all transfers are legal and proper.
(4) Subject to the provisions of this Indenture, Indenture and Applicable Legislation and applicable lawLegislation, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Sources: Warrant Indenture (I-80 Gold Corp.)
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counselattached hereto, if required by Section 2.8(a)); (b) - 19 - in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a Warrant Certificate and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or DRS Advice, as applicablethe Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears any of the U.S. Legend legends set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and:
(A) the transfer is made to the Corporation; , (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers declaration to the Warrant Agent and the Corporation a declaration substantially in the form effect set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Warrant Agent or the Corporation may from time to time prescribe, together with such other evidence of is delivered to the availability of an exemption Warrant Agent, or exclusion from registration under the U.S. Securities Act (which may, without limitation, include C) an opinion of counsel, counsel of recognized standing standing, reasonably satisfactory to the Corporation) as Corporation and the Corporation may reasonably require; (C) Warrant Agent, is delivered to the Warrant Agent that the proposed transfer is made pursuant to the exemption exempt from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under laws and the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to that such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a)legends may be removed.
(c3) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Warrant Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Transfer and Ownership of Warrants. (1) The Agent shall maintain a ---------------------------------- register of the holders at its principal office in the City of Toronto which shall be open for inspection by any agent or representative of the Corporation, the Underwriter or a Warrantholder, in which shall be entered the name and addresses of the holders of the Warrants, the number of Warrants held by them and all other information required by law. The Agent shall, from time to time when requested to do so in writing by the Corporation or the Underwriter furnish the Corporation or the Underwriters, as the case may be, with a list of the names and addresses of holders of Warrants entered in the registers kept by the Agent and showing the number of Common Shares which might then be acquired upon the exercise of the Warrants held by each such holder.
(2) Except as otherwise set forth in this Section 2.2, the Warrants are not transferable.
(3) A person who furnishes evidence to the reasonable satisfaction of the Agent that he is:
(a) The Warrants may only be transferred on a Warrantholder;
(b) an executor, administrator, heir or legal representative of the register kept by heirs of the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: (a) in the case estate of a Warrant Certificatedeceased Warrantholder;
(c) a guardian, committee, trustee, curator or tutor representing a Warrantholder who is an infant, an incompetent person or a missing person;
(d) a liquidator of, or a trustee in bankruptcy for, a Warrantholder; or
(e) a transferee of a Warrantholder, may as hereinafter stated, by surrendering to the Warrant Agent at the Warrant Agency such evidence together with the Warrant Certificate representing in question to the Warrants to be transferred together with a duly executed transfer form Agent (by delivery or mail as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); (b10.3) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) subject to such reasonable requirements with respect to the payment by the holder of the costs associated with the transfer as the Warrant Agent may prescribe; and
(iii) prescribe and all applicable securities legislation and requirements of regulatory authorities; and, become noted upon the register of Warrantholders. After receiving the surrendered Warrant Certificates and upon the person surrendering the same meeting the requirements as hereinbefore set forth, the Agent shall forthwith give written notice thereof together with confirmation as to the identity of the person entitled to become the holder to the Corporation. Forthwith after receiving written notice from the Agent as aforesaid, the Corporation shall, in accordance with the case provisions of (a) or (c) aboveSection 2.7, such transfer shall cause a new Warrant Certificate to be duly noted in such register by issued and sent to the Warrant Agent. Upon compliance with such requirements, new holder and the Warrant Agent shall issue to the transferee a Warrant Certificate or DRS Advice, as applicable. Transfers within the systems alter its register of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agentholders accordingly.
(b4) If Warrants may not be transferred to U.S. Persons or persons within the United States, subject to subsection 2.2(5).
(5) Notwithstanding subsection 2.2(4), if a Warrant Certificate certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a)subsection 2.1(3):
(i) the transfer may be made to a U.S. Person or persons within the United States, the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) that the transfer is made in accordance with the terms of such legend and provided further that the Warrant certificate issued to such transferee shall also bear such legend; or
(ii) if the Corporation; (B) the transfer is made Warrant represented by such Warrant Certificate are being sold outside of the United States in a transaction meeting the requirements of under Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the legend may be removed by the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include providing an opinion of counsel, of recognized standing counsel reasonably satisfactory acceptable to the Corporation) as the Corporation may reasonably require; (C) the that such transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption exempt from registration under the U.S. Securities Act and all applicable state U.S. State securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the . The Warrant Agent shall be protected in acting and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required relying solely on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received addresses provided by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a)transferor for these purposes.
(c6) Subject to the provisions of this Indenture, Applicable Legislation Indenture and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, Warrants free from all equities and rights of set-off or counterclaim between the Corporation and such Warrantholder's transferor or previous holder of Warrants and the issue of Common Shares by the Corporation upon the exercise of Warrants by any Warrantholder in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: :
(a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” hereto (together with a declaration for removal of U.S. Legend legend or opinion of counsel, if required by Section 2.8(aSections 2.8(2)); ;
(b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; and
(c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) abovea Certificated Warrant, such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate or DRS AdviceCertificate, as applicable. Transfers within representing the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant AgentWarrants transferred.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.8(3), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and such securities may be transferred only (A) the transfer is made to the Corporation; , or (B) the transfer is made outside of the United States in a transaction meeting the requirements of accordance with Rule 904 of Regulation S, S and is in compliance with applicable local securities laws and regulations, if available, after first providing to the Corporation and the transferor delivers Warrant Agent, in the case of a transfer pursuant to the Warrant Agent and the Corporation clause B, a declaration substantially in the form set forth in of Schedule “CB” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, hereto together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) additional documentation as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence may reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a)prescribe.
(c3) Subject to the provisions of this Indenture, Applicable Legislation Indenture and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Sources: Warrant Indenture
Transfer and Ownership of Warrants. (a) The Warrants may only be transferred on the register kept by maintained at the office of the Warrant Agent at the Warrant Agency by the holder or its legal representatives representative or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent Agent, acting reasonably, only upon: (a) in the case of a Warrant Certificate, upon surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate or Warrant Certificates representing the Warrants to be transferred together with a duly executed payment representing any transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; (c) in the case of DRS Advices, in accordance with the procedures prescribed fees charged by the Warrant Agent; Agent and (d) upon compliance with:
(i) the conditions hereinset forth in this Indenture;
(ii) such reasonable requirements as the Warrant Agent and the Corporation may prescribe; and
(iii) all applicable securities legislation and applicable requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee a one or more Warrant Certificate or DRS Advice, as applicable. Transfers within Certificates representing the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant AgentWarrants transferred.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the The Corporation and the Warrant Agent receive an opinion will deem and treat the registered owner of counsel, of recognized standing, or other evidence reasonably satisfactory any Warrant as the beneficial owner thereof for all purposes and neither the Corporation nor the Warrant Agent shall be affected by any notice to the contrary except where the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on or the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received Agent is required to take notice by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a)statute or by order of a court of competent jurisdiction.
(c) Subject to the provisions of this Indenture, Applicable Legislation Indenture and applicable law, the Warrantholder Warrantholders shall be entitled to the rights and privileges attaching to the Warrants, and the . The issue of Common Shares by the Corporation upon the exercise of Warrants by any Warrantholder in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
(d) Except as otherwise provided in this Indenture, the Warrant Agent may charge to a holder requesting a transfer of a Warrant Certificate or Certificates a reasonable sum for such transfer or transfers, and payment of such charges and reimbursement of the Warrant Agent or the Corporation for any and all stamp taxes or governmental or other charges required to be paid shall be made by such holder as a condition precedent to such transfer.
Appears in 1 contract
Sources: Warrant Indenture (Champion Communication Services Inc)
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register Register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “"A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); " and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) abovea Warrant Certificate, such transfer shall be duly noted in such register Register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate or DRS Advice, as applicableupon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register Register maintained by the Warrant AgentAgent and Warrants that are held as Book Entry Only Warrants shall be transferred and recorded through the relevant Book Entry Only Participant in accordance with the book entry registration system as the entitlement holder in respect of such Warrants. No duty shall rest with the Warrant Agent to determine compliance of the transferor or transferee with Applicable Securities Laws. The Warrant Agent shall be entitled to assume that all transfers are legal and proper.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c2) Subject to the provisions of this Indenture, Indenture and Applicable Legislation and applicable lawLegislation, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Sources: Supplemental Warrant Indenture (Osisko Development Corp.)
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “"A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); " and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant a Warrant Certificate representing the Warrants transferred, and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant representing the Warrants transferred, or DRS Advicethe Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated, and the transferee of a Book Entry Warrant shall be recorded through the relevant Book Entry Participant in accordance with the book-entry registration system as applicablethe entitlement holder in respect of such Warrants. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and such securities may be transferred only (A) the transfer is made to the Corporation; , (B) the transfer is made outside of the United States in a transaction meeting the requirements of accordance with Rule 904 of Regulation S, if available, and is in compliance with applicable local securities laws and regulations, and (C) in accordance with the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act provided by Rule 144, if available, and in compliance with applicable state securities laws, (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the CorporationD) as the Corporation may reasonably require; (C) the transfer is made pursuant to in accordance with the exemption from the registration requirements of under the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder144A, if available, and in each case in accordance compliance with any applicable state securities laws, or “blue sky” laws; (DE) with the transfer is in compliance with prior written consent of the Corporation pursuant to another exemption from registration under the U.S. Securities Act and applicable U.S. state securities laws; or laws after first providing to the Corporation and the Warrant Agent (E1) in the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any case of a transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to clause B, a declaration in the form of Schedule "C" attached hereto together with such additional documentation as the Corporation and the Warrant Agent may reasonably prescribe, and (2) in the Corporation case of a transfer pursuant to clause C or clause E, an opinion of U.S. counsel or other evidence of recognized standing in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counselthat the offer, of recognized standingsale, pledge or other transfer does not require registration under the U.S. Securities Act or applicable U.S. state securities laws, or other evidence reasonably satisfactory after first providing to the Corporation such other evidence of compliance with applicable securities laws as the Corporation shall reasonably request. Warrants and, if applicable, Shares, issued to, or for the account or benefit of, a U.S. Warrantholder other than an Original QIB Purchaser (and any certificates issued in form and substancereplacement thereof or in substitution therefor) must be issued only in individually certificated form, subject to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in requirements of Section 2.8(a3.3(3).
(c3) Subject to the provisions of this Indenture, and Applicable Legislation and applicable lawLaw, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Transfer and Ownership of Warrants. (a) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counselB”, if required by Section 2.8(a)); (b) in the case of Book Entry Only Based Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; Book Based System, and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant (or it shall Authenticate an Uncertificated Warrant instead, upon request), a Warrant Certificate Certificate, and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant (or DRS Adviceit shall Authenticate and deliver a Certificated Warrant instead, upon request), representing the Warrants transferred and the transferee of a Book Based Warrant shall be recorded through the relevant Book Based Participant in accordance with the Book Based System as applicablethe entitlement holder in respect of such Warrants. Transfers within the systems of the Depository Book Based System are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and the holder certifies in the form of transfer, either (A) the transfer is made to the Corporation; or (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, S and is in compliance with applicable local laws and regulations..
(c) If a Warrant Certificate tendered for transfer bears the legend set forth in Section 2.8(b), and the transferor delivers to the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and the Corporation a declaration substantially holder certifies in the form set forth in Schedule “C” to this Warrant Indentureof transfer, or in such other form as either (A) the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory transfer is made to the Corporation; or (B) as the Corporation may reasonably requiretransfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S and in compliance with applicable local laws and regulations; (C) the transfer is being made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A under the U.S. Securities Act and in accordance with applicable state securities laws; (D) the transfer is being made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, 144 under the U.S. Securities Act or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from transaction that does not require registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any and in the case of transfer pursuant to Sections 2.12(b)(C)(ii(D)(i) or 2.12(b)(Dand D(ii) furnished to the Warrant Agent and the Corporation shall first have received an opinion of counsel of recognized standing, or other evidence evidence, in either case in form and substance reasonably satisfactory to the Corporation Corporation, to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(cd) Subject to the provisions of this Indenture, Indenture and Applicable Legislation and applicable lawLegislation, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Sources: Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel”, if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a Warrant Certificate and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or DRS Advice, as applicablethe Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears any of the U.S. Legend legends set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and (A) the transfer is made to the Corporation; Company, (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers declaration to the Warrant Agent and the Corporation a declaration substantially in the form effect set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation Company may from time to time prescribe, together with such other evidence of is delivered to the availability of an exemption or exclusion from registration under Warrant Agent and the U.S. Securities Act (which mayCompany along with, without limitationif required by the Warrant Agent, include an opinion of counsel, counsel of recognized standing standing, reasonably satisfactory to the Corporation) as Company and the Corporation may reasonably require; Warrant Agent, (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case thereunder in accordance with any applicable state securities or “"blue sky” " laws; , or (D) the transfer is made in compliance with another exemption from transaction that does not require registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii2.12(2)(C) or 2.12(b)(D2.12(2)(D) furnished to the Company and the Warrant Agent and the Corporation an opinion of counsel or other evidence evidence, in either case in form and substance reasonably satisfactory to the Corporation Company and the Warrant Agent, acting reasonably, to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c3) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation Company upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation Company and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation Company nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Sources: Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon:
(a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “"A” " (together with a declaration for removal of U.S. Legend legend or opinion of counsel, if required by Section 2.8(a2.8(1)); ;
(b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; and
(c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a Warrant Certificate and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or DRS Advice, as applicablethe Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the Certificate, a duly completed transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form as set forth in Schedule “C” to this Warrant Indenture"A", or in and any other materials required by such other form as form, and the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to authorized the Warrant Agent and in writing to process the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a)transfer.
(c3) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Sources: Warrant Indenture
Transfer and Ownership of Warrants.
(a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate representing the Warrants to be transferred together with a duly executed form of transfer form as set forth included in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); the Warrant Certificate and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a Warrant Certificate and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or DRS Advice, as applicablethe Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c) Subject to the provisions of this Indenture, Indenture and Applicable Legislation and applicable lawLegislation, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Warrant Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Sources: Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); A and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation Applicable Legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate or DRS Advice, as applicable. Transfers within the systems upon request that part of the Depository CDS Global Warrant be certificated, and Warrants that are not held as Book Entry Only Warrants shall be transferred and recorded through the responsibility relevant Book Entry Only Participant in accordance with the book entry registration system as the entitlement holder in respect of the Warrant Agent and will not be noted on the register maintained by the Warrant Agentsuch Warrants.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend a legend set forth in Section 2.8(a2.9(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and (Aa) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (Eb) the transfer is made pursuant to an effective registration statement under filed with the U.S. Securities Act and any applicable state securities laws; provided thatSEC, it has prior to any transfer pursuant to Sections 2.12(b)(C)(iior (c) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation transferor provides an opinion of counsel or other evidence in form and substance of recognized standing, reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth transfer is in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear compliance with applicable state laws and the U.S. Legend set forth in Section 2.8(a)Securities Act.
(c3) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Transfer and Ownership of Warrants. (a) The Warrants may only be transferred on the register Warrant Register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: (a) in the case of a Warrant Certificate, upon surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate or Warrant Certificates representing the Warrants to be transferred transferred, with the Transfer Form thereon duly completed and executed, signed by the Warrantholder or by the duly appointed legal representative thereof or a duly authorized attorney, together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal evidence of U.S. Legend authority of any such legal representative or opinion of counselattorney and, if required by Section 2.8(a)); (b) in the case of Book Entry Only WarrantsTransfer Form, in accordance with procedures prescribed by the Depository under the book entry registration system; (c) in the case of DRS Advicessuch signature properly guaranteed, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authoritiesauthorities relating to the transferability of the Warrants or restrictions thereon; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register the Warrant Register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee a Warrant Certificate representing the Warrants transferred. Such new Warrant Certificate shall be sent by first class mail or DRS Adviceheld for pick up by the transferee in accordance with the instructions given on the Transfer Form and, as applicable. Transfers within if no such instructions are given, shall be sent by first class mail to the systems address of the Depository transferee appearing on the Transfer Form. If less than all the Warrants represented by a Warrant Certificate are not the responsibility of transferred, the Warrant Agent and will shall issue a new Warrant Certificate representing those Warrants not be noted transferred in the same name as the name appearing on the register maintained Warrant Certificate surrendered for transfer. Such new Warrant Certificate shall be sent by first class mail or held for pick up in accordance with instructions given on the transfer form and, if no instructions are given, shall be sent by first class mail to the address of the holder of the Warrants surrendered for transfer appearing on the Warrant AgentRegister.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the The Corporation and the Warrant Agent receive an opinion will deem and treat the registered owner of counsel, of recognized standing, or other evidence reasonably satisfactory any Warrant as the beneficial owner thereof for all purposes and neither the Corporation nor the Warrant Agent shall be affected by any notice to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a)contrary.
(c) Subject to the provisions of this Indenture, Applicable Legislation Indenture and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, Warrants and the issue of Common Shares by the Corporation upon the exercise of Warrants by any Warrantholder in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
(d) The Warrants and Common Shares issuable upon exercise thereof have not been registered under the U.S. Securities Act or the securities laws of any state of the United States and may not be transferred in the United States or to a U.S. Person, unless the Warrants and the Common Shares issuable upon exercise thereof have been 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 requirement is available. The Warrant Agent shall not permit the transfer of any Warrants to a U.S. Person unless the holder thereof has provided to the Warrant Agent and the Corporation an opinion of counsel, or other evidence, in form reasonably satisfactory to the Corporation and the Warrant Agent, to the effect that such transfer of Warrants does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities.
Appears in 1 contract
Transfer and Ownership of Warrants.
(a) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon:
(a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal Form of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); Transfer and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation Applicable Laws and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate or DRS Advice, as applicableupon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent, and Warrants that are held as Book Entry Only Warrants shall be transferred and recorded through the relevant Book Entry Only Participant in accordance with the book entry registration system as the entitlement holder in respect of such Warrants.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c) Subject to the provisions of this Indenture, Indenture and Applicable Legislation and applicable law, Law the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
(c) If a Warrant Certificate tendered for transfer bears the legend set forth in Section 2.5(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and the holder certifies in the Form of Transfer, either (A) the transfer is made to the Corporation; or (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S and in compliance with applicable local laws and regulations; or (C) the transfer is being made pursuant to the exemption from the registration requirements of the U.S. Securities Act; or
Appears in 1 contract
Sources: Warrant Indenture
Transfer and Ownership of Warrants.
(a) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); attached hereto and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a Warrant Certificate representing Warrants, and to the transferee of an uncertificated Warrant, an uncertificated Warrant, or DRS Advicethe Warrant Agent shall authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrants be certificated, as applicableif permissible in accordance with the terms and conditions of this Indenture. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend legends set forth in Section 2.8(a2.15(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and (A) the transfer is made to the Corporation; Corporation or (B) the transfer is made outside of the United States in a transaction meeting the requirements of accordance with Rule 904 of Regulation S, S and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from registration under the registration requirements of the U.S. Securities 1933 Act provided by (i1) Rule 144A thereunder, if available, or (ii2) Rule 144 thereunder, if available, and and, in each either case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; , or (ED) the transfer is made pursuant to an effective in a transaction that does not require registration statement under the U.S. Securities 1933 Act and or any applicable state securities laws; provided thatand, it has prior to any in the case of a transfer pursuant to Sections 2.12(b)(C)(iiclause (C)(2) or 2.12(b)(D) (D), after the holder of such Warrant Certificate has, prior to such transfer, furnished to the Warrant Agent Corporation (and the Corporation Warrant Agent) an opinion of counsel or other evidence Counsel of recognized standing to such effect, in form and substance either case reasonably satisfactory to the Corporation to stating that such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a)legends may be removed.
(c) Subject to the provisions of this Indenture, Indenture and Applicable Legislation and applicable lawLegislation, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
(d) Notwithstanding any other provisions of this Indenture, in processing and registering transfers of Warrants, no duty or responsibility whatsoever shall rest upon the Warrant Agent to determine the compliance by any transferor or transferee with the terms of the legend contained in Section 2.15(a), or with the relevant securities laws or regulations, including, without limitation, Regulation S, and the Warrant Agent shall be entitled to assume that all transfers made in accordance with the terms of this Indenture are legal and proper.
Appears in 1 contract
Sources: Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon:
(a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” hereto (together with a declaration for removal of U.S. Legend legend or opinion of counsel, if required by Section 2.8(aSections 2.8(1)); ;
(b) in the case of Book Entry Only Uncertificated Warrants, in accordance with procedures prescribed by the Depository under the book entry registration book-based system; , and
(c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) abovea Certificated Warrant, such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate or DRS AdviceCertificate, as applicable. Transfers within representing the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant AgentWarrants transferred.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and such securities may be transferred only (A) the transfer is made to the Corporation; , (B) the transfer is made outside of the United States in a transaction meeting the requirements of accordance with Rule 904 of Regulation S, S and is in compliance with applicable local securities laws and regulations, and (C) in accordance with the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144 or (ii) Rule 144A thereunderand in compliance with applicable state securities laws and regulations, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) with the transfer is in compliance with prior written consent of the Corporation pursuant to another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant , after in each case, first providing to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive (1) in the case of a transfer pursuant to clause B, a declaration in the form prescribed from time to time by the Corporation, together with any other evidence, which may, without limitation, include an opinion of counsel, counsel of recognized standing, in form and substance satisfactory to the Corporation, and (2) in the case of a transfer pursuant to clause C(i) or other evidence reasonably clause D, an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation in form and substancethat the offer, sale, pledge or other transfer does not require registration under the U.S. Securities Act, or after first providing to the effect that Corporation such other evidence of compliance with applicable securities laws as the Corporation shall reasonably request. If required under the U.S. Legend set forth Securities Act, Warrants issued to, or for the account or benefit of, a U.S. Person or a person in subsection 2.8(athe United States (and any certificates issued in replacement thereof or in substitution therefor) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth must be issued only in Section 2.8(a)individually certificated form.
(c3) Subject to the provisions of this Indenture, Applicable Legislation Indenture and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form in the form attached to the Warrant Certificate as set forth out in Schedule “"A” (together with a declaration for removal of U.S. Legend or opinion of counsel", if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures Applicable Procedures prescribed by the Depository under the book entry registration system; , (c) in the case of DRS AdvicesUncertificated Warrants, surrendering to the Warrant Agent at the Warrant Agency, a duly executed Transaction Instruction from the holder (or such other instructions, in accordance with the procedures prescribed by form satisfactory to the Warrant Agent; ), and (d) upon compliance with:
(ia) the conditions herein;
(iib) such reasonable requirements as the Warrant Agent may prescribe; and
(iiic) all applicable securities legislation and legislation, the requirements of regulatory authoritiesauthorities and applicable stock exchange rules and policies; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate Certificate, and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant (or DRS Adviceit shall Authenticate and deliver a Certificated Warrant instead, upon request), representing the Warrants transferred and the transferee of a Book Entry Warrant shall be recorded through the relevant Book Entry Participant in accordance with the book entry registration system as applicable. Transfers within the systems entitlement holder in respect of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agentsuch Warrants.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and (A) the transfer is made to the Corporation; Corporation or (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers declaration to the Warrant Agent and the Corporation a declaration substantially in the form effect set forth in Schedule “C” "B" to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory is delivered to the Corporation) as the Corporation may reasonably require; Warrant Agent or (C) the transfer is made pursuant transferor provides an opinion of counsel satisfactory to the exemption from Corporation and the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) Warrant Agent that the transfer is in compliance with another exemption from registration under applicable state laws and the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a)Act.
(c3) Subject to the provisions of this Indenture, Applicable Legislation Indenture and applicable law, the Warrantholder Warrantholders shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Sources: Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder Registered Warrantholder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counselattached hereto, if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation Applicable Securities Laws and requirements of regulatory authoritiesRegulatory Authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant (or DRS Advicethe Warrant Agent shall Authenticate and deliver a Certificated Warrant upon request), representing the Warrants transferred and the transferee of a Book Entry Only Warrant shall be recorded through the relevant Book Entry Only Participant in accordance with the book entry registration system as applicablethe entitlement holder in respect of such Warrants. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears any of the U.S. Legend legends set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and (A) the transfer is made to the Corporation; Corporation or (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers declaration to the Warrant Agent and the Corporation a declaration substantially in the form effect set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished delivered to the Warrant Agent Agent, and if required by the Corporation Warrant Agent, the transferor provides an opinion of counsel or other evidence in form and substance of recognized standing, reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) proposed transfer is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear exempt from registration with applicable state laws and the U.S. Legend set forth in Section 2.8(a)Securities Act and that such legends may be removed.
(c3) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
(4) If a Warrant Certificate (or certificate representing the Common Shares) tendered for transfer bears the legend set forth in Section 2.8(1), the Warrant Agent (or the Corporation’s registrar and transfer agent, as applicable) shall not register such transfer unless the transferor has provided the Warrant Agent (or the Corporation’s registrar and transfer agent, as applicable) with the Warrant Certificate (or the certificate representing the Common Shares) and the holder certifies in the Form of Transfer, either (A) the transfer is made to the Corporation; or (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S and in compliance with applicable local laws and regulations; or (C) the transfer is being made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144 under the U.S. Securities Act, if available, or (ii) Rule 144A, if available, and, in both cases, in compliance with applicable state securities laws; (D) in another transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws; or (E) pursuant to an effective registration statement under the U.S. Securities Act, and in the case of (C)(i) and (D) above (and, if required by the Corporation or the Warrant Agent or the Corporation’s registrar and transfer agent, in the case of (B)), the Corporation and the Warrant Agent (or the Corporation’s registrar and transfer agent, as applicable) shall first have received an opinion of counsel of recognized standing, or other evidence, in either case in form and substance reasonably satisfactory to the Corporation, and the Warrant Agent (or the Corporation’s registrar and transfer agent, as applicable), to such effect.
Appears in 1 contract
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution reasonably satisfactory to the Warrant Agent only upon: (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form in the form attached to the Warrant Certificate as set forth out in Schedule “"A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a))"; (b) in the case of Book Entry Only Warrants, in accordance with procedures Applicable Procedures prescribed by the Depository under the book entry registration system; (c) in the case of DRS AdvicesUncertificated Warrants, surrendering to the Warrant Agent at the Warrant Agency, a duly executed Transaction Instruction from the holder (or such other instructions, in accordance with the procedures prescribed by form reasonably satisfactory to the Warrant Agent); and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate Certificate, and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant (or DRS Adviceit shall Authenticate and deliver a Certificated Warrant instead, upon request), representing the Warrants transferred and the transferee of a Book Entry Warrant shall be recorded through the relevant Book Entry Participant in accordance with the book entry registration system as applicablethe entitlement holder in respect of such Warrants. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If Unless a transfer is permitted in accordance with the legend set forth in Section 2.8(3) without the requirement for the delivery of an opinion of counsel, if a Warrant Certificate tendered for transfer bears is to be transferred to a U.S. Person or a person located in the U.S. Legend set forth in Section 2.8(a)United States, the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) and the transferor provides an opinion of counsel satisfactory to the Corporation in form and substance satisfactory to the Corporation that the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made being completed pursuant to the an exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, of 1933 and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under applicable state laws and the U.S. Securities Act and applicable state securities laws; of 1933. The Corporation or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and may place a U.S. legend on the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(iicertificate(s) or (D) above, unless the Corporation and representing the Warrant Certificate transferred. The Warrant Agent receive an opinion shall be entitled to request any other documents that it may reasonably require in accordance with its internal policies for the removal of counsel, the legend for the purpose of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the complying with U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend securities laws set forth in Section 2.8(a2.8(3).
(c3) Subject to the provisions of this Indenture, Applicable Legislation Indenture and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Transfer and Ownership of Warrants. (a) 2.11.1 The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal Form of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); Transfer and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate or DRS Advice, as applicableupon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and Warrants that are held as Book Entry Only Warrants shall be transferred and recorded through the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case relevant Book Entry Only Participant in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is book entry registration system as the entitlement holder in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion respect of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c) 2.11.2 Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
2.11.3 If a Warrant Certificate tendered for transfer bears the legend set forth in Section 2.5.2, the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and the holder certifies in the form of transfer, either (A) the transfer is made to the Corporation; or (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S and in compliance with applicable local laws and regulations; or (C) the transfer is being made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144 under the U.S. Securities Act, if available, or (ii) Rule 144A, if available, and, in both cases, in compliance with applicable state securities laws; or (D) in another transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws, and in each case the Corporation shall first have received an opinion of counsel of recognized standing, or other evidence, in either case in form and substance reasonably satisfactory to the Corporation, to such effect.
2.11.4 Notwithstanding any other provisions of this Indenture, in processing and registering transfers of Warrants, no duty or responsibility whatsoever shall rest upon the Warrant Agent to determine the compliance by any transferor or transferee with the terms of any legends, or with the relevant securities laws or regulations and the Warrant Agent shall be entitled to assume that all transfers are legal and proper.
Appears in 1 contract
Sources: Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon:
(a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” hereto (together with a declaration for removal of U.S. Legend legend or opinion of counsel, if required by Section 2.8(a2.9(1)); ;
(b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; provided that an electronic transfer of the Warrants initiated by the Book Entry Only Participant through a book based registration system in the 40-day distribution compliance period described in Rule 903(b)(2) of Regulation S shall constitute a representation to both the Corporation and the Warrant Agent that the transferee of such Warrants (a) is not in the United States; (b) is not a U.S. Person; and (c) is not acquiring such Warrants on behalf of a U.S. Person or a person in the case United States;. If the CDS Participant is not able to make or deliver the foregoing representation by initiating the electronic transfer of DRS Advicesthe Warrants, in accordance with then such Warrants shall be withdrawn from the procedures prescribed book based registration system by the CDS Participant and an individually registered Warrant Certificate shall be issued by the Warrant AgentAgent to such beneficial owner or CDS Participant and the transfer procedures set forth in Section 2.13(1)(a) shall be followed; and and
(dc) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) abovea Certificated Warrant, such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate or DRS AdviceCertificate, as applicable. Transfers within representing the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant AgentWarrants transferred.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.9(1)(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and such securities may be transferred only (A) the transfer is made to the Corporation; , (B) the transfer is made outside of the United States in a transaction meeting the requirements of compliance with Rule 904 of Regulation S, S and is in compliance with applicable local securities laws and regulations, and (C) in compliance with the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A 144 thereunder, if available, or (ii) Rule 144 144A thereunder, if available, and in each case in accordance compliance with any applicable state securities or “blue sky” laws; local laws and regulations, (D) the transfer is in compliance with another exemption from transaction that does not require registration under the U.S. Securities Act and or any applicable state securities laws; , or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and Act, in each case in compliance with any applicable state securities laws; provided thatlaws in the United States, it has prior after first providing to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive (1) in the case of a transfer pursuant to clause B, a declaration in the form of Schedule “B” hereto together with such additional documentation as the Corporation and the Warrant Agent may reasonably prescribe, and (2) in the case of a transfer pursuant to clause C(i) or clause D, an opinion of counsel, U.S. counsel of recognized standing, or other evidence reasonably standing in form and substance satisfactory to the Corporation in form and substancethat the offer, sale, pledge or other transfer does not require registration under the U.S. Securities Act or applicable state securities laws, or after first providing to the effect that Corporation such other evidence of compliance with applicable securities laws as the Corporation shall reasonably request. Warrants and, if applicable, Warrant Shares, issued to, or for the account or benefit of, a U.S. Legend set forth Purchaser (and any certificates issued in subsection 2.8(areplacement thereof or in substitution therefor) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth must be issued only in Section 2.8(a)individually certificated form.
(c3) Subject to the provisions of this Indenture, Applicable Legislation Indenture and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); A and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate Certificate, or DRS Advice, as applicable. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Authenticate and deliver a Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside upon request that part of the United States in a transaction meeting the requirements of Rule 904 of Regulation SCDS Global Warrant to be certificated, and is in compliance with applicable local laws Warrants that are held as Book Entry Only Warrants shall be transferred and regulations, and recorded through the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case relevant Book Entry Only Participant in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is book entry registration system as the entitlement holder in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion respect of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c2) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with SchHGXOH ³$´ DWWDFKHG KHUHWR E LQ WKH surrendering to the Warrant Agent at the Warrant Agency a declaration for removal of U.S. Legend or opinion of counselduly executed transfer form as set IRUWK LQ 6FKHGXOH ³$´) inDtWheWcDasFe KofHBGo ok KEHntrUy HWWarRran ts , if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in iDn QG F accordance with procedures prescribed by the Depository under the book entry registration system; (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a Warrant Certificate and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or DRS Advice, as applicablethe Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request by any Warrantholder or by a Book Entry Participant that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legends set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and the transfer (A) the transfer is made to the Corporation; Corporation or (B) the transfer is made outside of the United States in a transaction meeting the requirements of accordance with Rule 904 of Regulation S, if available, and is in compliance with applicable local securities laws and regulations, and (C) in accordance with the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act provided by Rule 144, if available, and in compliance with applicable state securities laws, (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the CorporationD) as the Corporation may reasonably require; (C) the transfer is made pursuant to in accordance with the exemption from the registration requirements of under the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder144A, if available, and in each case in accordance compliance with any applicable state securities laws, or “blue sky” laws; (DE) with the transfer is in compliance with prior written consent of the Corporation pursuant to another exemption from registration under the U.S. Securities Act and applicable state securities laws; or laws after first providing to the Corporation and the Warrant Agent (E1) in the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any case of a transfer pursuant to Sections 2.12(b)(C)(iiclause B, a GHFODUDWLRQ LQ WKDH´ IDRWUWPD FRK(▇▇▇▇ Ga 6s tFKheKHWHUaGHrraXWntORAHge nt³or the Corporation may prescribe from time to time) or 2.12(b)(D) furnished to together with such additional documentation as the Corporation and the Warrant Agent may reasonably prescribe, and (2) in the Corporation case of a transfer pursuant to clause C or clause E, an opinion of counsel or other evidence Counsel of recognized standing in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standingthat the transfer does not require registration under the U.S. Securities Act or applicable state securities laws, or other evidence reasonably satisfactory after first providing to the Corporation in form and substance, to such other evidence of compliance with applicable securities laws as the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a)Corporation may reasonably request.
(c3) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Warrant Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Sources: Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” attached hereto (together with a declaration for removal of U.S. Legend legend or opinion of counsel, if required by Section 2.8(a2.8(1)); , and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue a Warrant Certificate to the transferee of a Warrant Certificate and shall issue an Uncertificated Warrant to the transferee of an Uncertificated Warrant, or DRS Advice, as applicablethe Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form such securities may be transferred only as set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a2.8(1).
(c3) Subject to the provisions of this Indenture, Applicable Legislation Indenture and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Warrant Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
(4) The Corporation will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the register kept by the Warrant Agent, if such transfer would constitute a violation of applicable securities laws or the rules, regulations or policies of any regulatory authority having jurisdiction.
(5) Any Warrant Certificate issued to a transferee upon transfers contemplated by this Section 2.12 shall bear the appropriate legends, as required by applicable securities laws, as set forth in Section 2.8.
Appears in 1 contract
Sources: Warrant Indenture
Transfer and Ownership of Warrants. (a) The Warrants may only be transferred on the register kept of Warrantholders maintained by the Warrant Agent at the Warrant Agency by upon the holder or its legal representatives or its attorney duly appointed by an Warrantholder delivering to the Warrant Agent at the Warrant Agency a written instrument in writing of transfer in form and execution satisfactory to the Warrant Agent only upon: (a) in the case of a Warrant Certificate, and surrendering to the Warrant Agent at the Warrant Agency the for cancellation with Warrant Certificate representing the Certificate(s) evidencing such Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the terms and conditions hereingoverning the Warrants contained in this Indenture and the Warrant Certificate;
(ii) such reasonable requirements as the Corporation and the Warrant Agent may prescribe; and
(iii) all applicable securities legislation legislation, including without limitation Applicable Securities Laws, and requirements of regulatory authorities; and, in authorities relating to the case transferability of (a) the Warrants or (c) above, such transfer shall be duly noted in such register by the Warrant Agentrestrictions thereon. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee a Warrant Certificate or DRS Advice, as applicablerepresenting the Warrants transferred. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b) If a Warrant Certificate tendered for A transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with form is attached to the Warrant Certificate and: (A) which, once duly completed and delivered by a Warrantholder and the transfer is made to the Corporation; (B) the transfer is made outside transferee of the United States in a transaction meeting the requirements of Rule 904 of Regulation SWarrants, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably prima facie satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion as a written instrument of counseltransfer for the purposes of transfer of Warrants.
(b) A Warrantholder may transfer a number of Warrants less than the total number of Warrants evidenced by a Warrant Certificate. If less than all the Warrants represented by a Warrant Certificate are transferred, of recognized standing, or other evidence reasonably satisfactory to the Corporation Warrant Agent shall issue a new Warrant Certificate representing those Warrants not transferred in form and substance, to the effect that same name as the U.S. Legend set forth in subsection 2.8(a) is no longer required name appearing on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a)Certificate surrendered for transfer.
(c) Subject Notwithstanding anything contained in this Indenture or in the Warrant Certificates, the Warrant Agent, relying solely on the transfer form attached to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of Warrant Certificate or such other reasonable requirements as the Corporation and the Warrant Agent have prescribed pursuant to Subsection 2.10(a), will not register any assignment or transfer of a Warrant if it has reasonable grounds to believe that such transfer is otherwise not in accordance with respect to such Warrants, and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holderapplicable law.
Appears in 1 contract
Sources: Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant a Warrant Certificate representing the Warrants transferred, and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant representing the Warrants transferred, or DRS Advicethe Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated, and the transferee of a Book Entry Warrant shall be recorded through the relevant Book Entry Participant in accordance with the book-entry registration system as applicablethe entitlement holder in respect of such Warrants. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and such securities may be transferred only (A) the transfer is made to the Corporation; , (B) the transfer is made outside of the United States in a transaction meeting the requirements of accordance with Rule 904 of Regulation S, if available, and is in compliance with applicable local securities laws and regulations, and (C) in accordance with the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act provided by Rule 144, if available, and in compliance with applicable state securities laws, (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the CorporationD) as the Corporation may reasonably require; (C) the transfer is made pursuant to in accordance with the exemption from the registration requirements of under the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder144A, if available, and in each case in accordance compliance with any applicable state securities laws, or “blue sky” laws; (DE) with the transfer is in compliance with prior written consent of the Corporation pursuant to another exemption from registration under the U.S. Securities Act and applicable U.S. state securities laws; or laws after first providing to the Corporation and the Warrant Agent (E1) in the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any case of a transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to clause B, a declaration in the form of Schedule “C” attached hereto together with such additional documentation as the Corporation and the Warrant Agent may reasonably prescribe, and (2) in the Corporation case of a transfer pursuant to clause C or clause E, an opinion of U.S. counsel or other evidence of recognized standing in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counselthat the offer, of recognized standingsale, pledge or other transfer does not require registration under the U.S. Securities Act or applicable U.S. state securities laws, or other evidence reasonably satisfactory after first providing to the Corporation such other evidence of compliance with applicable securities laws as the Corporation shall reasonably request. Warrants and, if applicable, Shares, issued to, or for the account or benefit of, a U.S. Warrantholder other than an Original QIB Purchaser (and any certificates issued in form and substancereplacement thereof or in substitution therefor) must be issued only in individually certificated form, subject to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in requirements of Section 2.8(a3.3(3).
(c3) Subject to the provisions of this Indenture, and Applicable Legislation and applicable lawLaw, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Sources: Warrant Indenture
Transfer and Ownership of Warrants.
(a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a Warrant Certificate and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or DRS Advice, as applicablethe Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c) Subject to the provisions of this Indenture, Indenture and Applicable Legislation and applicable lawLegislation, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Warrant Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
(2) If a Warrant Certificate tendered for transfer bears the legend set forth in Section 2.8(3), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and the holder certifies in the form of transfer, either (A) the transfer is made to the Corporation; or (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S and in compliance with applicable local laws and regulations; or (C) the transfer is being made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A under the U.S. Securities Act, if available, or (ii) Rule 144 under the U.S. Securities Act, if available, and, in each case, in accordance with applicable state securities laws; or
Appears in 1 contract
Sources: Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); attached hereto and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a Warrant Certificate and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or DRS Advice, as applicablethe Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears any of the U.S. Legend legends set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and:
(A) the transfer is made to the Corporation; Corporation or (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers declaration to the Warrant Agent and the Corporation a declaration substantially in the form effect set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished delivered to the Warrant Agent Agent, and if required by the Corporation Warrant Agent, the transferor provides an opinion of counsel or other evidence in form and substance of recognized standing, reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) proposed transfer is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear exempt from registration with applicable state laws and the U.S. Legend set forth in Section 2.8(a)Securities Act and that such legends may be removed.
(c3) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Warrant Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Sources: Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counselattached hereto, if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a Warrant Certificate and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or DRS Advice, as applicablethe Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears any of the U.S. Legend legends set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and (A) the transfer is made to the Corporation; Corporation or (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers declaration to the Warrant Agent and the Corporation a declaration substantially in the form effect set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished delivered to the Warrant Agent Agent, and if required by the Corporation Warrant Agent, the transferor provides an opinion of counsel or other evidence in form and substance of recognized standing, reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) proposed transfer is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear exempt from registration with applicable state laws and the U.S. Legend set forth in Section 2.8(a)Securities Act and that such legends may be removed.
(c3) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Warrant Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Sources: Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); attached hereto and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate or DRS Advice, as applicableupon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a), the Sections 2.8(1) and 2.8(2),the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and (A) the transfer is made to the Corporation; Corporation or (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers declaration to the Warrant Agent and the Corporation a declaration substantially in the form effect set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of is delivered to the availability of an exemption or exclusion from registration under Warrant Agent, and if required by the U.S. Securities Act (which mayWarrant Agent, without limitation, include the transferor provides an opinion of counsel, counsel of recognized standing standing, reasonably satisfactory to the Corporation) as Corporation and the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) Warrant Agent that the transfer is in compliance with another exemption from registration under applicable state laws and the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a)Act.
(c3) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “"A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); " attached hereto and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , (c) in the case of Uncertificated Warrants or DRS Advices, in accordance with the procedures prescribed by surrendering to the Warrant Agent; Agent at the Warrant Agency, DRS Advices representing the Warrants to be transferred together with a duly executed form of transfer as set forth in Schedule "A", and (d) upon compliance with:with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation laws and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a Warrant Certificate and to the transferee of an Uncertificated Warrant or a DRS Advice, as applicablean Uncertificated Warrant or a DRS Advice, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and (A) the transfer is made to the Corporation; Corporation or (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers declaration to the Warrant Agent and the Corporation a declaration substantially in the form effect set forth in Schedule “"C” " to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of is delivered to the availability of an exemption or exclusion from registration under Warrant Agent, and if required by the U.S. Securities Act (which mayWarrant Agent, without limitation, include the transferor provides an opinion of counsel, counsel of recognized standing standing, reasonably satisfactory to the Corporation) as Corporation and the Corporation may reasonably require; Warrant Agent, or (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case thereunder in accordance with any applicable state securities or “"blue sky” " laws; , or (D) the transfer is made in compliance with another exemption from transaction that does not require registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii2.12(2)(C) or 2.12(b)(D2.12(2)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence evidence, in either case in form and substance reasonably satisfactory to the Corporation and the Warrant Agent, acting reasonably, to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c3) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Warrant Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Sources: Warrant Indenture
Transfer and Ownership of Warrants. (a) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); A and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a Warrant Certificate and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or DRS Advice, as applicablethe Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and (A) the transfer is made to the Corporation; Corporation or (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers declaration to the Warrant Agent and the Corporation a declaration substantially in the form effect set forth in Schedule “C” C to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of is delivered to the availability of an exemption or exclusion from registration under Warrant Agent, and if required by the U.S. Securities Act (which mayWarrant Agent, without limitation, include the transferor provides an opinion of counsel, counsel of recognized standing standing, reasonably satisfactory to the Corporation) as Corporation and the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) Warrant Agent that the transfer is in compliance with another exemption from registration under applicable state laws and the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a)Act.
(c) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.holder.
Appears in 1 contract
Sources: Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); A and (b) in the case of Book Entry Only Based Warrants, in accordance with procedures prescribed by the Depository under the book entry based registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate or DRS Advice, as applicableupon request by the Corporation that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c2) Subject to the provisions of this Indenture, Applicable Legislation and applicable lawApplicable Legislation, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Sources: Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counselA attached hereto, if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a Warrant Certificate and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or DRS Advice, as applicablethe Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and (A) the transfer is made to the Corporation; Company, (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers declaration to the Warrant Agent and the Corporation a declaration substantially in the form effect set forth in Schedule “C” C to this Warrant Indenture, or in such other form as the Corporation Company may from time to time prescribe, together with such other evidence of is delivered to the availability of an exemption Warrant Agent, or exclusion from registration under (C) the U.S. Securities Act (which may, without limitation, include transferor provides an opinion of counsel, counsel of recognized standing standing, reasonably satisfactory to the Corporation) as Company that the Corporation may reasonably require; (C) the proposed transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption exempt from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act , and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to that such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a)legends may be removed.
(c3) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Warrant Shares by the Corporation Company upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation Company and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation Company nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Sources: Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder Registered Warrantholder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution reasonably satisfactory to the Warrant Agent only upon: (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form in the form attached to the Warrant Certificate as set forth out in Schedule “"A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a))"; (b) in the case of Book Entry Only Warrants, in accordance with procedures Applicable Procedures prescribed by the Depository under the book entry registration system; (c) in the case of DRS AdvicesUncertificated Warrants, surrendering to the Warrant Agent at the Warrant Agency, a duly executed transfer form in the form attached to the Warrant Certificate as set out in Schedule "A" from the Registered Warrantholder (or such other instructions, in accordance with the procedures prescribed by form reasonably satisfactory to the Warrant Agent); and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate Certificate, and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant (or DRS Adviceit shall Authenticate and deliver a Certificated Warrant instead, upon request), representing the Warrants transferred and the transferee of a Book Entry Warrant shall be recorded through the relevant Book Entry Participant in accordance with the book entry registration system as applicablethe entitlement holder in respect of such Warrants. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If Unless a transfer is permitted in accordance with the legend set forth in Section 2.8(3) without the requirement for the delivery of an opinion of counsel, if a Warrant Certificate tendered for transfer bears is to be transferred to, or for the account or benefit of, a U.S. Legend set forth Person or a person in Section 2.8(a)the United States, the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) and the transferor provides an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation and the Warrant Agent that the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is being completed in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; . The Corporation or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and may place a U.S. legend restricting transfer on the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(iicertificate(s) or (D) above, unless the Corporation and representing the Warrant Certificate transferred. The Warrant Agent receive an opinion shall be entitled to request any other documents that it may reasonably require in accordance with its internal policies for the removal of counsel, the legend for the purpose of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the complying with U.S. Legend set forth in subsection 2.8(a) is no longer required securities laws restrictions on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend transfer set forth in Section 2.8(a2.8(3).
(c3) Subject to the provisions of this Indenture, Applicable Legislation Indenture and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Sources: Warrant Indenture
Transfer and Ownership of Warrants. (a) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); A and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate or DRS Advice, as applicableupon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and (A) the transfer is made to the Corporation; Corporation or (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers declaration to the Warrant Agent and the Corporation a declaration substantially in the form effect set forth in Schedule “C” C to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of is delivered to the availability of an exemption or exclusion from registration under Warrant Agent, and if required by the U.S. Securities Act (which mayWarrant Agent, without limitation, include the transferor provides an opinion of counsel, counsel of recognized standing standing, reasonably satisfactory to the Corporation) as Corporation and the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) Warrant Agent that the transfer is in compliance with another exemption from registration under applicable state laws and the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a)Act.
(c) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Sources: Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register of Warrantholders kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel”, if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register of Warrantholders by the Warrant Agent. Upon compliance with such requirements, unless such Warrants are Book-Entry Only Warrants, the Warrant Agent shall will issue to the transferee a one or more Warrant Certificate or DRS Advice, as applicableCertificates representing the Warrants transferred. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register of Warrantholders maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and the holder certifies in the form of transfer, either (A) the transfer is made to the CorporationCompany; or (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, S and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is being made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A under the U.S. Securities Act and in accordance with applicable state securities laws; (D) the transfer is being made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, 144 under the U.S. Securities Act or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from transaction that does not require registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any and in the case of transfer pursuant to Sections 2.12(b)(C)(ii(D)(i) or 2.12(b)(Dand D(ii) furnished to the Company and Warrant Agent and the Corporation shall first have received an opinion of counsel of recognized standing, or other evidence evidence, in either case in form and substance reasonably satisfactory to the Corporation Company and Warrant Agent, to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c3) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation Company upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation Company and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation Company nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Sources: Warrant Indenture
Transfer and Ownership of Warrants. (a) a. The Warrants may only be transferred on the register kept by the Warrant Agent Trustee at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: (a) in the case of a Warrant Certificate, Trustee upon surrendering to the Warrant Agent Trustee at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent Trustee may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant AgentTrustee. Upon compliance with such requirements, the Warrant Agent Trustee shall issue to the transferee a Warrant Certificate or DRS Advicerepresenting the Warrants transferred. If a Warrantholder transfers a number of Warrants less than the total number of Warrants evidenced by a surrendered Warrant Certificate, as applicable. Transfers within the systems transferor shall be entitled to receive a new Warrant Certificate evidencing the balance of the Depository are Warrants which have not been transferred.
b. The Trustee acknowledges that the responsibility of the Warrant Agent and will Warrants may not be noted on the register maintained by the Warrant Agent.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth offered, sold or transferred in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting unless the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, Warrants and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration Common Shares issuable upon exercise thereof have been registered under the U.S. Securities Act and the securities laws of all applicable state securities laws; states of the United States or an exemption from registration is available.
c. In addition, the Trustee agrees not to register any transfer of Warrants bearing the legend set forth in subsection 2.5(b) unless, in addition to the other requirements set forth herein:
(Ei) the Warrantholder has executed and delivered to the Trustee a declaration in the form set out in Exhibit “A” to Schedule “A” hereto (or as the Corporation may otherwise prescribe) to the effect that the transfer is being made pursuant to an effective registration statement Rule 904 of Regulation S under the U.S. Securities Act Act, and any applicable state securities laws; provided thatin such case the Warrant Certificate issued to the transferee shall not include the legend set forth in subsection 2.5(c) unless the Corporation has, prior to the issuance thereof, informed the Trustee that it has prior ceased to any transfer pursuant to Sections 2.12(b)(C)(iibe a “foreign issuer” as defined in Rule 902 under the U.S. Securities Act; or
(ii) or 2.12(b)(D) furnished the Warrantholder has delivered to the Warrant Agent Trustee and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the transfer is in compliance with the requirements of the U.S. Legend Securities Act and all applicable state securities laws, and the Corporation has confirmed in writing to the Trustee that such opinion is satisfactory to the Corporation, and in such case the Warrant Certificate issued to the transferee shall include the legend set forth in subsection 2.8(a2.5(b) unless such opinion states that the legend is no longer required required; or
(iii) the Corporation has confirmed in writing to the Trustee that it has received other evidence satisfactory to it that the transfer is in compliance with the requirements of the U.S. Securities Act and all applicable state securities laws, and has instructed the Trustee regarding the inclusion or omission of the legend set forth in subsection 2.5(b) on the Warrant Certificates representing Certificate issued to the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a)transferee.
(c) d. Subject to the provisions of this Indenture, Applicable Legislation Indenture and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, Warrants and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained contained, shall discharge all responsibilities of the Corporation and the Warrant Agent Trustee with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent Trustee shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counselattached hereto, if required by Section 2.8(a)); and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue a Warrant Certificate to the transferee of a Warrant Certificate and shall issue an Uncertificated Warrant to the transferee of an Uncertificated Warrant, or DRS Advice, as applicablethe Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c2) Subject to the provisions of this Indenture, Applicable Legislation Indenture and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Warrant Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Sources: Warrant Indenture
Transfer and Ownership of Warrants.
(a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon:
(a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “"A” " (together with a declaration for removal of U.S. Legend legend or opinion of counsel, if required by Section 2.8(a2.8(1)); ;
(b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; and
(c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a Warrant Certificate and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or DRS Advice, as applicablethe Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the Certificate, a duly completed transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form as set forth in Schedule “C” to this Warrant Indenture"A", or in and any other materials required by such other form as form, and the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to authorized the Warrant Agent and in writing to process the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a)transfer.
(c3) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Sources: Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon:
(a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend legend or opinion of counsel, if required by Section 2.8(a)); Sections 2.9(1) or 0, as applicable);
(b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and
(c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; andand
(iii) all applicable securities legislation Securities Laws and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate or DRS AdviceCertificate, as applicablerepresenting the Warrants transferred. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.9(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form such securities may be transferred only as set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a2.9(1).
(c3) Subject to the provisions of this Indenture, Applicable Legislation Indenture and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
(4) The Corporation will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the register kept by the Warrant Agent, if such transfer would constitute a violation of Securities Laws or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Corporation. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with Securities Laws.
(5) Any Warrant Certificate issued to a transferee upon transfers contemplated by this section 2.13 shall bear the appropriate legends, as required by applicable Securities Laws, as set forth in subsection 2.9.
Appears in 1 contract
Sources: Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); attached hereto and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a Warrant Certificate and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or DRS Advice, as applicablethe Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: Certificate, and such securities may be transferred only (A) the transfer is made to the Corporation; , (B) the transfer is made outside of the United States in a transaction meeting the requirements of accordance with Rule 904 of Regulation S, if available, and is in compliance with applicable local securities laws and regulations, and (C) in accordance with the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act provided by Rule 144, if available, and in compliance with applicable state securities laws, (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the CorporationD) as the Corporation may reasonably require; (C) the transfer is made pursuant to in accordance with the exemption from the registration requirements of under the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder144A, if available, and in each case in accordance compliance with any applicable state securities laws, or “blue sky” laws; (DE) with the transfer is in compliance with prior written consent of the Corporation pursuant to another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant laws after first providing to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive (1) in the case of a transfer pursuant to clause B, a declaration in the form of Schedule “C” attached hereto together with such additional documentation as the Corporation and the Warrant Agent may reasonably prescribe, and (2) in the case of a transfer pursuant to clause C or clause E, an opinion of counsel, U.S. counsel of recognized standing, or other evidence reasonably standing in form and substance satisfactory to the Corporation in form and substancethe Warrant Agent that the offer, sale, pledge or other transfer does not require registration under the U.S. Securities Act or applicable state securities laws, or after first providing to the effect that Corporation such other evidence of compliance with applicable securities laws as the Corporation shall reasonably request. Warrants and, if applicable, Warrant Shares, issued to, or for the account or benefit of, a U.S. Legend set forth Warrantholder (and any certificates issued in subsection 2.8(areplacement thereof or in substitution therefor) is no longer required on must be issued only in individually certificated form, subject to the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in requirements of Section 2.8(a3.3(2).
(c3) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Warrant Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Sources: Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: :
(a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “"A” (together with a declaration for removal of U.S. Legend or opinion of counsel" attached hereto, if required by Section 2.8(a)); or
(b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; (c) in the case of DRS AdvicesBook Entry Registration System, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a new Warrant Certificate, and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate or DRS Advice, as applicableupon request that part of Uncertificated Warrants registered in the name of the Depository be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c2) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Warrant Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counselattached hereto, if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a Warrant Certificate and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or DRS Advice, as applicablethe Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears any of the U.S. Legend legends set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and (A) the transfer is made to the Corporation; Company or (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers declaration to the Warrant Agent and the Corporation a declaration substantially in the form effect set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation Company may from time to time prescribe, together with such other evidence of is delivered to the availability of an exemption or exclusion from registration under Warrant Agent, and if required by the U.S. Securities Act (which mayWarrant Agent, without limitation, include the transferor provides an opinion of counsel, counsel of recognized standing standing, reasonably satisfactory to the Corporation) as Company and the Corporation may reasonably require; (C) Warrant Agent that the proposed transfer is made pursuant to the exemption exempt from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under laws and the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to that such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a)legends may be removed.
(c3) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Warrant Shares by the Corporation Company upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation Company and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation Company nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Sources: Warrant Indenture (Verses AI Inc.)
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its executors, administrators or other legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “"A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a))"; (b) in the case of Book Entry Only NCI Warrants, in accordance with procedures prescribed by the Depository under the book entry registration its NCI system; (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (dc) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation laws and requirements and regulations of regulatory authoritiesauthorities having jurisdiction with respect to such transfer; and, in the case of (a) or (c) above, such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate or DRS AdviceCertificate, as applicableand in the case of (b) above, shall be recorded through the relevant Depository Participant in accordance with the NCI system. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c2) Subject to the provisions of this Indenture, Indenture and Applicable Legislation and applicable lawLaw, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Sources: Warrant Indenture (HIVE Blockchain Technologies Ltd.)
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counselattached hereto, if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(ia) the conditions herein;
(iib) such reasonable requirements as the Warrant Agent may prescribe; and
(iiic) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a Warrant Certificate and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or DRS Advice, as applicablethe Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears any of the U.S. Legend legends set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and (A) the transfer is made to the Corporation; Corporation or (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers declaration to the Warrant Agent and the Corporation a declaration substantially in the form effect set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished delivered to the Warrant Agent Agent, and if required by the Corporation Warrant Agent, the transferor provides an opinion of counsel or other evidence in form and substance of recognized standing, reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) proposed transfer is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear exempt from registration with applicable state laws and the U.S. Legend set forth in Section 2.8(a)Securities Act and that such legends may be removed.
(c3) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Warrant Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Transfer and Ownership of Warrants. (a) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend legend or opinion of counsel, if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee a Warrant Certificate or DRS Advice, as applicableCertificate. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Warrant Agent or the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the CorporationCorporation and the Warrant Agent) as the Corporation Warrant Agent may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; , or (E) the transfer is made pursuant to per an effective registration statement under the U.S. Securities Act and or any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii2.12(b)(C) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation and the Warrant Agent, to such effect. In relation to a transfer under (C)(iiC) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, substance to the effect that the U.S. Legend restrictive legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend legend set forth in Section 2.8(a).
(c) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel”, if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register of Warrantholders by the Warrant Agent. Upon compliance with such requirements, unless such Warrants are Book-Entry Only Warrants, the Warrant Agent shall will issue to the transferee a one or more Warrant Certificate or DRS Advice, as applicableCertificates representing the Warrants transferred. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a)2.8, the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and the holder certifies in the form of transfer, either (A) the transfer is made to the CorporationCompany; or (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, S and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is being made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A under the U.S. Securities Act and in accordance with applicable state securities laws; (D) the transfer is being made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, 144 under the U.S. Securities Act or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from transaction that does not require registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any and in the case of transfer pursuant to Sections 2.12(b)(C)(ii(D)(i) or 2.12(b)(Dand D(ii) furnished to the Company and Warrant Agent and the Corporation shall first have received an opinion of counsel of recognized standing, or other evidence evidence, in either case in form and substance reasonably satisfactory to the Corporation Company and Warrant Agent, to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c3) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation Company upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation Company and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation Company nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Sources: Warrant Indenture
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); A and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate or DRS Advice, as applicableupon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: and (A) the transfer is made to the Corporation; Corporation or (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers declaration to the Warrant Agent and the Corporation a declaration substantially in the form effect set forth in Schedule “C” C to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory is delivered to the Corporation) as the Corporation may reasonably require; Warrant Agentor (C) the transfer is made pursuant to the in compliance with an exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or , and in the case of (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act C), and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to in the Warrant Agent and Agent’s discretion in the Corporation case of (B), the transferor has provided an opinion of counsel or other evidence in form and substance of recognized standing reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a)Corporation.
(c3) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Sources: Warrant Indenture (Jet Metal Corp.)
Transfer and Ownership of Warrants. (a1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon:
(a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend legend or opinion of counsel, if required by Section 2.8(aSections 2.9(1) or 2.9(2), as applicable); ;
(b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; , and
(c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation Securities Laws and requirements of regulatory authorities; and, in the case of (a) or (c) above, and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate or DRS AdviceCertificate, as applicablerepresenting the Warrants transferred. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b2) If a Warrant Certificate tendered for transfer bears the U.S. Legend legend set forth in Section 2.8(a2.9(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form such securities may be transferred only as set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a2.9(1).
(c3) Subject to the provisions of this Indenture, Applicable Legislation Indenture and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
(4) The Corporation will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the register kept by the Warrant Agent, if such transfer would constitute a violation of Securities Laws or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Corporation. No duty shall rest with the Warrant Agent to determine compliance of the transferee or transferor of any Warrant with Securities Laws.
(5) Any Warrant Certificate issued to a transferee upon transfers contemplated by this section 2.13 shall bear the appropriate legends, as required by applicable Securities Laws, as set forth in subsection 2.9.
Appears in 1 contract
Sources: Warrant Indenture
Transfer and Ownership of Warrants. (a) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee a Warrant Certificate or DRS Advice, as applicable. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Subordinate Voting Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Sources: Warrant Indenture (Harvest Health & Recreation Inc.)