Common use of Transferability and Ownership of Special Warrants Clause in Contracts

Transferability and Ownership of Special Warrants. (a) Subject to Section 2.5(b), the Special Warrants are non-transferable and no transfer of any Special Warrants shall be valid or permitted, without the prior written consent of the Corporation. (b) Notwithstanding the generality of the foregoing, the Special Warrants may be transferred on the register kept by the Special Warrant Agent at the Special 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 Special Warrant Agent only upon (a) surrendering to the Special Warrant Agent at the Special Warrant Agency, (1) the Special Warrant Certificates representing the Special Warrants to be transferred together with a duly executed transfer form as set forth in as Appendix “1” to the Special Warrant Certificate, and (2) evidence of written consent of the Corporation of such transfer of Special Warrants, and (b) upon compliance with: (i) the conditions herein; (ii) such reasonable requirements as the Special Warrant 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 Special Warrant Agent. Upon compliance with such requirements, the Special Warrant Agent shall issue to the transferee of a Special Warrant Certificate, a Special Warrant Certificate. (c) If a Special Warrant Certificate tendered for transfer bears the legend set forth in Section 5.8(a), the Special Warrant Agent shall not register such transfer unless the transferor has provided the Special Warrant Agent with the Special Warrant Certificate and such securities may be transferred only (A) to the Corporation, (B) outside the United States in accordance with Rule 904 of Regulation S and in compliance with applicable local securities laws and regulations, if available, (C) within the United States in accordance with the exemption from registration under the U.S. Securities Act provided by (i) Rule 144 or (ii) Rule 144A and in compliance with applicable local laws and regulations, if available, or (D) with the prior written consent of the Corporation pursuant to another exemption from registration under the U.S. Securities Act and applicable state securities laws after first providing to the Corporation and the Special Warrant Agent (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 Special Warrant Agent may reasonably prescribe, and (2) in the case of a transfer pursuant to clause C(i) or clause D, an opinion of U.S. counsel of recognized standing in form and substance satisfactory to the Corporation and the Special 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 Corporation such other evidence of compliance with applicable securities laws as the Corporation shall reasonably request. Special Warrants and, if applicable, the Underlying Securities, issued to, or for the account or benefit of, a U.S. Purchaser (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. (d) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Special Warrantholder shall be entitled to the rights and privileges attaching to the Special Warrants, and the issue of Units by the Corporation upon the deemed exercise of Special Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Special Warrant Agent with respect to such Special Warrants and neither the Corporation nor the Special Warrant Agent shall be bound to inquire into the title of any such holder.

Transferability and Ownership of Special Warrants. (a) Subject to Section 2.5(b), the Special Warrants are non-transferable and no transfer of any Special Warrants shall be valid or permitted, without the prior written consent of the Corporation. (b) Notwithstanding the generality of the foregoing, the Special Warrants may be transferred on the register kept by the Special Warrant Agent at the Special 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 Special Warrant Agent only upon (a) surrendering to the Special Warrant Agent at the Special Warrant Agency, (1) the Special Warrant Certificates representing the Special Warrants to be transferred together with a duly executed transfer form as set forth in as Appendix “1” to ³1´to the Special Warrant Certificate, and (2) evidence of written consent of the Corporation of such transfer of Special Warrants, and (b) upon compliance with: (i) the conditions herein; (ii) such reasonable requirements as the Special Warrant 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 Special Warrant Agent. Upon compliance with such requirements, the Special Warrant Agent shall issue to the transferee of a Special Warrant Certificate, a Special Warrant Certificate. (c) If a Special Warrant Certificate tendered for transfer bears the legend set forth in Section 5.8(a), the Special Warrant Agent shall not register such transfer unless the transferor has provided the Special Warrant Agent with the Special Warrant Certificate and such securities may be transferred only (A) to the Corporation, (B) outside the United States in accordance with Rule 904 of Regulation S and in compliance with applicable local securities laws and regulations, if available, (C) within the United States in accordance with the exemption from registration under the U.S. Securities Act provided by (i) Rule 144 or (ii) Rule 144A and in compliance with applicable local laws and regulations, if available, or (D) with the prior written consent of the Corporation pursuant to another exemption from registration under the U.S. Securities Act and applicable state securities laws after first providing to the Corporation and the Special Warrant Agent (1) in the case of a transfer pursuant to clause B, a declaration in the form of Schedule “B” hereto together RI D WUDQVIHU SXUVXDQW WR FODXVH % D GHFOD with such additional documentation as the Corporation and the Special Warrant Agent may reasonably prescribe, and (2) in the case of a transfer pursuant to clause C(i) or clause D, an opinion of U.S. counsel of recognized standing in form and substance satisfactory to the Corporation and the Special 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 Corporation such other evidence of compliance with applicable securities laws as the Corporation shall reasonably request. Special Warrants and, if applicable, the Underlying Securities, issued to, or for the account or benefit of, a U.S. Purchaser (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. (d) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Special Warrantholder shall be entitled to the rights and privileges attaching to the Special Warrants, and the issue of Units by the Corporation upon the deemed exercise of Special Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Special Warrant Agent with respect to such Special Warrants and neither the Corporation nor the Special Warrant Agent shall be bound to inquire into the title of any such holder.