Transfer of Subscription Receipts Clause Samples

Transfer of Subscription Receipts. The Subscription Receipts are not transferable without the prior written consent of the Corporation.
View SourceView Similar (4)
Transfer of Subscription Receipts. The Corporation shall cause the Trustee to keep at the Subscription Receipt Agency a register in which shall be entered the names and addresses of the Subscription Receiptholders and particulars of the Subscription Receipts held by them together with details of all transfers of Subscription Receipts. The register with respect to the Subscription Receipts issued by the Corporation referred to in this Section shall at all reasonable times be open for inspection at the Subscription Receipt Agency during normal business hours by the Corporation and the Subscription Receiptholders upon written request. The Trustee shall be entitled to act and rely upon the register to determine residency of Subscription Receiptholders. The Subscription Receipts may only be transferred on the register kept at the Subscription Receipt 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 Trustee, upon surrendering to the Trustee the Subscription Receipt Certificates representing the Subscription Receipts to be transferred and due execution by the holder and its transferee of the transfer form attached to the Subscription Receipt Certificates and delivery of same to the Trustee and upon compliance with: (a) the conditions herein; (b) such reasonable requirements as the Trustee may prescribe; and (c) all applicable securities legislation and requirements of regulatory authorities as confirmed by the transferor and transferee by their execution of the transfer form attached to the Subscription Receipt Certificate. Upon surrender for registration of transfer of Subscription Receipts at the Subscription Receipt Agency of the Subscription Receipt Agent, the Corporation shall issue and thereupon the Subscription Receipt Agent shall certify and deliver a new Subscription Receipt Certificate of like tenor in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in its name evidencing the Subscription Receipts not transferred. The transferee of any Subscription Receipt will be entitled to be entered on the register of holders referred to in this Section 2.10 as the holder of such Subscription Receipts free from all equities or rights of set-off or counter-claim between t...
View SourceView Similar (4)
Transfer of Subscription Receipts. The Subscription Receipts may only be transferred on the register kept by the Subscription Receipt Agent at the Designated Office by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Subscription Receipt Agent only upon (1) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred together with a duly executed form of transfer (in the form attached to the Subscription Receipt Certificate), (2) in the case of Depository Subscription Receipts, in accordance with procedures prescribed by the Depository under the book entry registration system, and (3) upon compliance with: (i) the conditions herein; (ii) such reasonable requirements as the Subscription Receipt Agent may prescribe; and (iii) all applicable securities legislation and requirements of regulatory authorities; and such transfer shall be duly noted in such register by the Subscription Receipt Agent. Upon compliance with such requirements, the Subscription Receipt Agent shall issue to the transferee of a Subscription Receipt Certificate, or the Subscription Receipt Agent shall Authenticate and deliver a Subscription Receipt Certificate upon request that part of the Depository Global Subscription Receipt be certificated. Transfers within the Depository system are not the responsibility of the Subscription Receipt Agent and will not be noted on the register maintained by Subscription Receipt Agent.
View SourceView Similar (2)
Transfer of Subscription Receipts. The Subscription Receipts are not transferrable, except with the prior written consent of ▇▇▇▇▇▇ Mining.
View Source
Transfer of Subscription Receipts. (1) No transfer of Subscription Receipts shall be valid unless made by the Subscription Receiptholder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Subscription Receipt and Escrow Agent with signatures guaranteed by a Canadian Schedule I chartered bank or eligible guarantor institution with membership in an approved medallion signature guarantee program; or made by the liquidator of, or a trustee in bankruptcy for, a Subscription Receiptholder, in each case upon compliance with such reasonable requirements as the Subscription Receipt and Escrow Agent and the Corporation may prescribe (including, without limitation, a requirement to provide evidence of satisfactory compliance with applicable Securities Laws), and unless recorded on the register of transfers maintained by the Subscription Receipt and Escrow Agent pursuant to subsection 3.1(2), and unless all stamp taxes or governmental or other charges arising by reason of such transfer have been paid. (2) If a Subscription Receipt Certificate tendered for transfer bears the U.S. Legend the Subscription Receipt and Escrow Agent shall not register such transfer unless the transferor has provided the Subscription Receipt and Escrow Agent with the Subscription Receipt Certificate and the transfer is made: (i) to the Corporation; (ii) outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act; (iii) within the United States in accordance with Rule 144 or 144A under the U.S. Securities Act, if available, and in compliance with applicable U.S. state securities laws; or (iv) in a transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws; provided that, if a Subscription Receipt is transferred under (iii) or (iv) above, the holder has prior to such sale or transfer, furnished to the Subscription Receipt and Escrow Agent and the Corporation an opinion of counsel or other evidenced exemption, in each case satisfactory to the Corporation. (3) The transferee of Subscription Receipts shall, after the transfer form printed on the Subscription Receipt Certificate and any other form of transfer acceptable to the Subscription Receipt and Escrow Agent is duly completed and the Subscription Receipts are delivered to the Subscription Receipt and Escrow Agent and upon compliance with all other conditions ...
View Source
Transfer of Subscription Receipts. (a) The Subscription Receipts have not been registered under the Securities Act nor qualified for distribution to the public under Canadian Securities Laws, by reason of their issuance by the Corporation in a transaction exempt from (i) the registration requirements of the Securities Act and (ii) the prospectus requirements of Canadian Securities Laws. The Subscription Receipts must continue to be held and may not be offered, resold, transferred, pledged or otherwise disposed of by the Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, and in each case in accordance with any applicable securities laws of any state of the United States and Canadian Securities Laws. (b) However, notwithstanding the foregoing, Subscription Receipts may only be transferred upon: (i) compliance with such reasonable requirements as the Subscription Receipt Agent may prescribe, (ii) compliance with all applicable securities legislation and requirements of regulatory authorities, including the Securities Act, Canadian Securities Laws and the rules and regulations of the Stock Exchange, and (iii) delivery to the Subscription Receipt of a legal opinion prepared by counsel to a prospective transferor, at such transferor’s sole expense, as to the compliance of such transfer with all requirements set forth in clause (iii) above. All such transfers shall be duly noted in such register by the Subscription Receipt Agent. (c) Any Subscription Receipts transferred or issued pursuant to this Section 3.5 shall bear the legends presented in Section 2.3(b) of this Agreement.
View Source
Transfer of Subscription Receipts. The Subscription Receipts are not transferable.
View Source

Related to Transfer of Subscription Receipts

  • Transfer of Shares Shares shall be transferable on the records of the Trust only by the record holder thereof or by its agent thereto duly authorized in writing, upon delivery to the Trustees or a transfer agent of the Trust of a duly executed instrument of transfer, together with such evidence of the genuineness of each such execution and authorization and of other matters as may reasonably be required. Upon such delivery the transfer shall be recorded on the applicable register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereof and neither the Trustees nor any transfer agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer. Any person becoming entitled to any Shares in consequence of the death, bankruptcy, or incompetence of any Shareholder, or otherwise by operation of law, shall be recorded on the applicable register of Shares as the holder of such Shares upon production of the proper evidence thereof to the Trustees or a transfer agent of the Trust, but until such record is made, the Shareholder of record shall be deemed to be the holder of such for all purposes hereof, and neither the Trustees nor any transfer agent or registrar nor any officer or agent of the Trust shall be affected by any notice of such death, bankruptcy or incompetence, or other operation of law.

  • Register of Shares and Share Certificates A register shall be kept at the principal office of the Trust or an office of one or more transfer agents which shall contain the names and addresses of the Shareholders of each Series and Class, the number of Shares of that Series and Class thereof held by them respectively and a record of all transfers thereof. As to Shares for which no certificate has been issued, such register shall be conclusive as to who are the holders of the Shares and who shall be entitled to receive dividends or other distributions or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive payment of any dividend or other distribution, nor to have notice given to him as herein or in the By-laws provided, until he has given his address to the transfer agent or such other officer or agent of the Trust as shall keep the said register for entry thereon. The Trustees shall have no obligation to, but in their discretion may, authorize the issuance of share certificates and promulgate appropriate rules and regulations as to their use. If one or more share certificates are issued, whether in the name of a Shareholder or a nominee, such certificate or certificates shall constitute evidence of ownership of the Shares evidenced thereby for all purposes, including transfer, assignment or sale of such Shares, subject to such limitations as the Trustees may, in their discretion, prescribe.