ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 Flip-in Event (a) Subject to subsection 4.1(b) and section 6.1, if prior to the Expiration Time a Flip-in Event shall occur, each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments provided for in section 3.2 in the event that after such date of consummation or occurrence, any event of a type analogous to any of the events described in section 3.2 shall have occurred). (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or (ii) a transferee of Rights, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding section 4.1(b)(i), shall become null and void without any further action, and any holder of such Rights, including transferees, shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. (c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights. (d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(i) or 4.1(b)(ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b) of the Shareholder Rights Plan Agreement.” provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend. (e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.
Appears in 3 contracts
Samples: Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement (Quaterra Resources Inc), Shareholder Rights Plan Agreement
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Event
(a) Subject to subsection 4.1(bsubsections 3.1(b), 5.1(b), 5.1(c) and section 6.15.1(d) hereof, if in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation, except as provided below, each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 in the event that after such date of consummation or occurrence, any occurrence an event of a type analogous to any of the events described in section 3.2 Section 2.3 shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in the foregoing or any other provisions of this Agreement to the contraryAgreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate Person acting jointly or Associate in concert with an Acquiring Person); or
(ii) a transferee, direct or indirect, of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or
(ii) a transferee of Rights, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), ) that has the purpose or effect of avoiding section 4.1(b)(i), clause (i) of this subsection 3.1(b): shall become null and void without any further action, and any holder of such Rights, Rights (including transferees, ) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with in respect to of such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclause (i) or 4.1(b)(ii(ii) of subsection 3.1(b) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “"The Rights represented by this Rights Certificate were issued to Beneficially Owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 4.1(b3.1(b) of the Shareholder Rights Plan Agreement.” provided "; provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person described acting jointly or in such legendconcert with an Acquiring Person.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.
Appears in 3 contracts
Samples: Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement, Shareholder Rights Plan
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Event
(a) Subject to subsection 4.1(bthe provisions of Section 2.2, Section 3.1(b) and section 6.1Section 5.1 hereof and except as provided below, if prior to the Expiration Time a Flip-in Event shall occur, each Right shall thereafter constitute, effective at the close Close of business Business on the tenth Business Day after the relevant Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 hereof in the event that that, after such date of consummation or occurrence, any an event of a type analogous to any of the events described in section 3.2 Section 2.3 hereof shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any a Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any with an Affiliate or Associate of an Acquiring Person); or
(ii) a direct or indirect transferee of Rightsof, directly or indirectlyother successor in title to, from an Acquiring Person such Rights (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee a “Transferee”), who becomes a transferee Transferee concurrently with or subsequent to the Acquiring Person becoming such an Acquiring Person, in a transfer transfer, whether or not for consideration, that the Board of Directors has determined is part of a plan, arrangement understanding or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any an Affiliate or Associate of an Acquiring Person), ) that has the purpose or effect of avoiding section 4.1(b)(i), the provisions of this Section 3.1(b) applicable in the circumstances contemplated in clause (i) hereof; shall thereupon become null and be void without any further action, and any holder of such Rights, Rights (including transferees, any Transferee) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent, or any Co-Rights Agent (as hereinafter defined), upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this Section 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this Section 3.1(b) and such rights shall be null and void.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclauses (i) or 4.1(b)(ii(ii) of Section 3.1(b) hereof or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, exchange or replacement or adjustment of any other Rights Certificate referred to in this sentence, sentence shall contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate any of an Acquiring Personthem. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(bSection 3.1(b) of the Shareholder Rights Plan Agreement.” provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.”
Appears in 3 contracts
Samples: Shareholder Rights Plan Agreement, Shareholder Agreement, Shareholder Rights Plan Agreement
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Event
(a) Subject to subsection 4.1(bsubsections 3.1(b), 5.1(b), 5.1(c) and section 6.15.1(d), if hereof, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation so that, except as provided below, each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 in the event that after such date of consummation or occurrence, any occurrence an event of a type analogous to any of the events described in section 3.2 Section 2.3 shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in the foregoing or any other provisions of this Agreement to the contraryAgreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or
(ii) a transferee transferee, direct or indirect, of Rights, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with with, an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person Person, (or an any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of with, an Acquiring Person), ) that has the purpose or effect of avoiding section 4.1(b)(iclause (i) of this subsection 3.1(b), shall become null and void without any further action, and any holder of such Rights, Rights (including transferees, ) shall thereafter have no right right, to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with in respect to of such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclauses (i) or 4.1(b)(ii(ii) of subsection 3.1(b) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “The Rights represented by this Rights Certificate were issued to Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate any of an Acquiring Personthem. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 4.1(b3.1(b) of the Shareholder Rights Plan Agreement.” ”, provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person, an Affiliate or Associate thereof or a Person described acting jointly or in such legendconcert with any of them.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.
Appears in 2 contracts
Samples: Shareholder Rights Plan Agreement (Open Text Corp), Shareholder Rights Plan Agreement
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1
3.1 Flip-in EventEvent
(a) Subject to subsection 4.1(bSection 3.1(b) and section 6.1Sections 5.1 and 5.2, if in the event that prior to the Expiration Time a Flip-in Event shall occur, the Partnership shall take such action as shall be necessary to ensure and provide, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of applicable securities laws or comparable legislation so that, except as provided below, each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, thereafter constitute the right to purchase from the CorporationPartnership, upon exercise thereof in accordance with the terms hereof, that number of Common Shares Units having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 in the event that after such date of consummation or occurrence, any an event of a type analogous to any of the events described in section 3.2 Section 2.3 shall have occurred).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); oror
(ii) a transferee of Rights, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) ), where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement understanding or scheme of an Acquiring Person (or an any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding section 4.1(b)(i), this Section 3.1(b), shall become null and void without any further action, and any holder of such Rights, Rights (including transferees, ) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iSection 3.1(b)(i) or 4.1(b)(ii(ii) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring PersonPerson (as such terms are defined in the Unitholder Rights Plan Agreement). This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 4.1(bSection 3.1(b) of the Shareholder Unitholder Rights Plan Agreement.” provided provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation Partnership in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend.
(e) From and after . The issuance of a Rights Certificate without the Separation Time, the Corporation shall do all such acts and things as legend referred to in this Section 3.1 shall be necessary and within its power to ensure compliance with of no effect on the provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this AgreementSection 3.1.
Appears in 2 contracts
Samples: Unitholder Rights Plan Agreement, Unitholder Rights Plan Agreement
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Event
(a) Subject to subsection 4.1(bthe provisions of Section 2.2 and subsections 5.1(b), (c) and section 6.1(d) hereof and except as provided below, if prior to the Expiration Time a Flip-in Event shall occur, each Right shall thereafter constitute, effective at the close Close of business Business on the tenth Business Day after the relevant Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 hereof in the event that that, after such date of consummation or occurrence, any an event of a type analogous to any of the events described in section 3.2 Section 2.3 hereof shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any a Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any with an Affiliate or Associate of an Acquiring Person); or
(ii) a direct or indirect transferee of Rightsof, directly or indirectlyother successor in title to, from an Acquiring Person such Rights (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee a “Transferee”), who becomes a transferee Transferee concurrently with or subsequent to the Acquiring Person becoming such an Acquiring Person, in a transfer transfer, whether or not for consideration, that the Board of Directors has determined is part of a plan, arrangement understanding or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any an Affiliate or Associate of an Acquiring Person), ) that has the purpose or effect of avoiding section 4.1(b)(i), the provisions of this subsection 3.1(b) applicable in the circumstances contemplated in clause (i) hereof; shall thereupon become null and be void without any further action, and any holder of such Rights, Rights (including transferees, any Transferee) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent, or any Co-Rights Agent, upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and such rights shall be null and void.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclauses (i) or 4.1(b)(ii(ii) of subsection 3.1(b) hereof or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, exchange or replacement or adjustment of any other Rights Certificate referred to in this sentence, sentence shall contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate any of an Acquiring Personthem. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b3.1(b) of the Shareholder Rights Plan Agreement.” provided provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a an Acquiring Person described or an Affiliate or Associate thereof or acting jointly or in such legendconcert with any of them.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Revett Minerals Inc.), Rights Agreement (Revett Minerals Inc.)
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Event
(a) Subject to subsection 4.1(bsubsections 3.1(b), 5.1(b), 5.1(c) and section 6.15.1(d) hereof, if in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation, except as provided below, each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 in the event that after such date of consummation or occurrence, any occurrence an event of a type analogous to any of the events described in section 3.2 Section 2.3 shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in the foregoing or any other provisions of this Agreement to the contraryAgreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or
(ii) a transferee transferee, direct or indirect, of Rights, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert connection with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), ) that has the purpose or effect of avoiding section 4.1(b)(i), clause (i) of this subsection 3.1(b): shall become null and void without any further action, and any holder of such Rights, Rights (including transferees, ) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with in respect to of such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclause (i) or 4.1(b)(ii(ii) of subsection 3.1(b) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “"The Rights represented by this Rights Certificate were issued to Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate any of an Acquiring Personthem. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b3.1(b) of the Shareholder Rights Plan Agreement.” provided "; provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person, an Affiliate or Associate thereof or a Person described acting jointly or in such legendconcert with any of them.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.
Appears in 2 contracts
Samples: Shareholder Rights Plan Agreement (Descartes Systems Group Inc), Shareholder Rights Plan Agreement (Micromem Technologies Inc)
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Event
(a) Subject to subsection 4.1(bSection 3.1 (b) and section 6.1Section 5.1, if in the event that prior to the Expiration Time a Flip-in Event shall occur, then each Right shall constitute, effective at the close of business on the tenth Business Trading Day after the Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 in the event that after such date of the consummation or occurrenceoccurrence or event, any an event of a type analogous to any of the events described in section 3.2 Section 2.3 shall have occurred).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or
(ii) a transferee of Rights, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) ), where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding section 4.1(b)(iSection 3.1(b)(i), shall become null and void without any further action, and any holder of such Rights, Rights (including transferees, ) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise.
(c) In From and after the event that there Separation Time, the Corporation shall not do all such acts and things as shall be sufficient necessary and within its power to ensure compliance with the provisions of Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the CBCA, the Securities Act (Québec), the Securities Act (Ontario), the U.S. Securities Act, the U.S. Exchange Act and the securities laws or comparable legislation in each of the provinces of Canada and each of the states of the United States in respect of the issue of Common Shares authorized for issuance to permit upon the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the RightsAgreement.
(d) Any Rights Certificate that represents would represent Rights Beneficially Owned owned by a Person described in either sections 4.1(b)(iSection 3.1(b)(i) or 4.1(b)(ii(ii) or transferred to any Nominee nominee of any such Person, and any Rights Certificate that would be issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall either not be issued upon the instruction of the Corporation in writing to the Rights Agent or contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 4.1(bSection 3.1(b) of the Shareholder Rights Plan Agreement.” provided . Provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the The Corporation in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend.
(e. The issuance of a Rights Certificate without the legend referred to in this Section 3.1(d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with of no effect on the provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this AgreementSection 3.1(b).
Appears in 2 contracts
Samples: Shareholder Rights Plan Agreement (World Color Press Inc.), Shareholder Rights Plan Agreement (World Color Press Inc.)
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 Section 3.1 Flip-in Event.
(a1) Subject to subsection 4.1(bSection 3.1(2) below, and Sections 5.1(2), (3) and section 6.1(4) hereof, if in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as may be necessary to ensure and provide within eight (8) Business Days of such occurrence, or such longer period as may be required to satisfy all applicable requirements of the Securities Act (British Columbia), and the securities legislation of each other province of Canada that, except as provided below, each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, thereafter constitute the right to purchase from the Corporation, Corporation upon exercise thereof in accordance with the terms hereof, hereof that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or the occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right Right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 hereof in the event that after such date of consummation or occurrence, any occurrence an event of a type analogous to any of the events described in section 3.2 Section 2.3 hereof shall have occurredoccurred with respect to such Common Shares).
(b2) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:
by (i) an Acquiring Person (Person, or any Affiliate or Associate of an Acquiring Person Person, or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an such Acquiring Person); or
, or any Affiliate or Associate of such Person so acting jointly or in concert, or (ii) a transferee or other successor in title of Rights, directly or indirectly, from of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person Person) or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Personsuch Person so acting jointly or in concert) where such transferee who becomes a transferee or successor in title concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding section 4.1(b)(i)such, shall become null and void without any further action, and any holder of such Rights, Rights (including transferees, transferees or successors in title) shall thereafter not have no right any rights whatsoever to exercise such Rights under any provision of this Agreement and further shall thereafter not have thereafter any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(i) or 4.1(b)(ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b) of the Shareholder Rights Plan Agreement.” provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.
Appears in 2 contracts
Samples: Shareholder Protection Rights Plan Agreement (Tournigan Gold Corp), Shareholder Protection Rights Plan Agreement (Tournigan Gold Corp)
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in EventEvent
(a) Subject to subsection 4.1(bthe provisions of Section 2.2 and subsections 5.1(c), (d) and section 6.1(e) hereof and except as provided below, if prior to the Expiration Time a Flip-in Event shall occur, each Right shall thereafter constitute, effective at the close Close of business Business on the tenth Business Day after the relevant Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 hereof in the event that that, after such date of consummation or occurrence, any an event of a type analogous to any of the events described in section 3.2 Section 2.3 hereof shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any a Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any with an Affiliate or Associate of an Acquiring Person); or
(ii) a direct or indirect transferee of Rightsof, directly or indirectlyother successor in title to, from an Acquiring Person such Rights (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee a “Transferee”), who becomes a transferee Transferee concurrently with or subsequent to the Acquiring Person becoming such an Acquiring Person, in a transfer transfer, whether or not for consideration, that the Board of Directors has determined is part of a plan, arrangement understanding or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any an Affiliate or Associate of an Acquiring Person), ) that has the purpose or effect of avoiding section 4.1(b)(i), shall become null and void without any further action, and any holder of such Rights, including transferees, shall thereafter have no right to exercise such Rights under any provision the provisions of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise.subsection 3.1(b) applicable in the circumstances contemplated in clause (i) hereof;
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclauses (i) or 4.1(b)(ii(ii) of subsection 3.1(b) hereof or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, exchange or replacement or adjustment of any other Rights Certificate referred to in this sentence, sentence shall contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate any of an Acquiring Personthem. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b3.1(b) of the Shareholder Rights Plan Agreement.” provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.”,
Appears in 2 contracts
Samples: Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Event
(a) Subject to subsection 4.1(bsubsections 3.1(b), 5.1(b), 5.1(c) and section 6.15.1(d), if hereof, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation so that, except as provided below, each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 in the event that after such date of consummation or occurrence, any occurrence an event of a type analogous to any of the events described in section 3.2 Section 2.3 shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in the foregoing or any other provisions of this Agreement to the contraryAgreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or
(ii) a transferee transferee, direct or indirect, of Rights, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with with, an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person Person, (or an any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of with, an Acquiring Person), ) that has the purpose or effect of avoiding section 4.1(b)(iclause (i) of this subsection 3.1(b), shall become null and void without any further action, and any holder of such Rights, Rights (including transferees, ) shall thereafter have no right right, to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with in respect to of such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclauses (i) or 4.1(b)(ii(ii) of subsection 3.1(b) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “"The Rights represented by this Rights Certificate were issued to Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate any of an Acquiring Personthem. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 4.1(b3.1(b) of the Shareholder Rights Plan Agreement.” ", provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person, an Affiliate or Associate thereof or a Person described acting jointly or in such legendconcert with any of them.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.
Appears in 2 contracts
Samples: Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Event
(a) Subject to subsection 4.1(bSections 3.1(b), 5.1(b), 5.1(c) and section 6.15.1(d) hereof, if in the event that prior to the Expiration Time a Flip-in Event shall occur, Veresen shall take such action as shall be necessary to ensure and provide, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the Securities Act and the applicable securities acts or comparable legislation of each of the provinces of Canada so that, except as provided below, each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, thereafter constitute the right to purchase from the CorporationVeresen, upon exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 in the event that after such date of consummation or occurrence, any occurrence an event of a type analogous to any of the events described in section 3.2 Section 2.3 shall have occurredoccurred with respect to such Shares).
(b) Notwithstanding anything in the foregoing or any other provisions of this Agreement to the contraryAgreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and or the Stock Share Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or
(ii) a transferee of Rightstransferee, directly direct or indirectlyindirect, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer such, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), ) that has the purpose or effect of avoiding section 4.1(b)(iclause (i) of this Section 3.1(b), shall become null and void without any further action, action and any holder of such Rights, Rights (including transferees, ) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with in respect to of such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclauses (i) or 4.1(b)(ii(ii) of Section 3.1(b) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “The Rights represented by this Rights Certificate were issued to Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate any of an Acquiring Personthem. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 4.1(bSection 3.1(b) of the Shareholder Rights Plan Agreement.” provided Agreement provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation Veresen or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a an Acquiring Person described in such legendor an Affiliate or Associate thereof.
(ed) From and after the Separation Time, the Corporation Veresen shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this section 4.1Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABCABCA, the Securities Act (B.C.) and the securities laws or comparable legislation in of each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.
Appears in 2 contracts
Samples: Shareholder Agreement, Shareholder Rights Plan Agreement
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Event
(a) Subject to subsection 4.1(b) the provisions of Section 2.2 and section 6.1Section 5.1 hereof and except as provided below, if prior to the Expiration Time a Flip-in Event shall occur, each Right shall thereafter constitute, effective at the close Close of business Business on the tenth Business Day after the relevant Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 hereof in the event that that, after such date of consummation or occurrence, any an event of a type analogous to any of the events described in section 3.2 Section 2.3 hereof shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any a Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any with an Affiliate or Associate of an Acquiring Person); or
(ii) a direct or indirect transferee of Rightsof, directly or indirectlyother successor in title to, from an Acquiring Person such Rights (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee a “Transferee”), who becomes a transferee Transferee concurrently with or subsequent to the Acquiring Person becoming such an Acquiring Person, in a transfer transfer, whether or not for consideration, that the Board of Directors has determined is part of a plan, arrangement understanding or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any an Affiliate or Associate of an Acquiring Person), ) that has the purpose or effect of avoiding section 4.1(b)(i), the provisions of this subsection 3.1(b) applicable in the circumstances contemplated in clause (i) hereof; shall thereupon become null and be void without any further action, and any holder of such Rights, Rights (including transferees, any Transferee) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent, or any Co-Rights Agent (as hereinafter defined), upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and such rights shall be null and void.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclauses 3.1(b)(i) or 4.1(b)(ii3.1(b)(ii) of subsection 3.1(b) hereof or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, exchange or replacement or adjustment of any other Rights Certificate referred to in this sentence, sentence shall contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b) of the Shareholder Rights Plan Agreement.” provided provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or an Affiliate or Associate thereof or acting jointly or in concert with any of them. The issuance of a Person described Rights Certificate without the legend referred to in such legend.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as this subsection shall be necessary and within its power to ensure compliance with of no effect on the provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreementsubsection.
Appears in 2 contracts
Samples: Shareholder Rights Plan Agreement (NexGen Energy Ltd.), Shareholder Rights Plan Agreement (NexGen Energy Ltd.)
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Event
(a) Subject to subsection 4.1(bsubsections 3.1(b), 5.1(b), 5.1(c) and section 6.15.1(d) hereof, if in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation so that, except as provided below, each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price Price, (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 in the event that after such date of consummation or occurrence, any occurrence an event of a type analogous to any of the events described in section 3.2 Section 2.3 shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in the foregoing or any other provisions of this Agreement to the contraryAgreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or
(ii) a transferee transferee, direct or indirect, of Rights, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with with, an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person Person, (or an any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an any Acquiring Person or any Affiliate or Associate of an Acquiring Person), ) that has the purpose or effect of avoiding section 4.1(b)(iclause (i) of this subsection 3.1(b), shall become null and void without any further action, and any holder of such Rights, Rights (including transferees, ) shall thereafter have no right right, to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with in respect to of such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclauses (i) or 4.1(b)(ii(ii) of subsection 3.1(b) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “The Rights represented by this Rights Certificate were issued to Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate any of an Acquiring Personthem. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b3.1(b) of the Shareholder Rights Plan Agreement.” ”, provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person, an Affiliate or Associate thereof or a Person described acting jointly or in such legendconcert with any of them.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.
Appears in 2 contracts
Samples: Shareholder Rights Plan Agreement (Suncor Energy Inc), Shareholder Rights Plan Agreement (Suncor Energy Inc)
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Event
(a) Subject to subsection 4.1(bthe provisions of Sections 2.2, 3.1(b) and section 6.15.1 hereof and except as provided below, if prior to the Expiration Time a Flip-in Event shall occur, each Right shall thereafter constitute, effective at the close Close of business Business on the tenth Business Day after the relevant Stock Acquisition DateDate or such longer period as may be required to satisfy the requirements of applicable securities laws, including the 1933 Act and the 1934 Act, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 hereof in the event that that, after such date of consummation or occurrence, any an event of a type analogous to any of the events described in section 3.2 Section 2.3 hereof shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any a Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any with an Affiliate or Associate of an Acquiring Person); or
(ii) a direct or indirect transferee of Rightsof, directly or indirectlyother successor in title to, from an Acquiring Person such Rights (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee a “Transferee”), who becomes a transferee Transferee concurrently with or subsequent to the Acquiring Person becoming such an Acquiring Person, in a transfer transfer, whether or not for consideration, that the Board of Directors has determined is part of a plan, arrangement understanding or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any an Affiliate or Associate of an Acquiring Person), ) that has the purpose or effect of avoiding section 4.1(b)(i), the provisions of this subsection 3.1(b) applicable in the circumstances contemplated in clause (i) hereof; shall thereupon become and be null and void without any further action, and any holder of such Rights, Rights (including transferees, any Transferee) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent, or any Co-Rights Agent, as hereinafter defined, upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and such rights shall be null and void.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclauses (i) or 4.1(b)(ii(ii) of subsection 3.1(b) hereof or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, exchange or replacement or adjustment of any other Rights Certificate referred to in this sentence, sentence shall contain and be deemed to contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate any of an Acquiring Personthem. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b3.1(b) of the Shareholder Rights Plan Agreement.” provided provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or an Affiliate or Associate thereof or acting jointly or in concert with any of them. The issuance of a Person described Rights Certificate without the legend referred to in such legend.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as this subsection shall be necessary and within its power to ensure compliance with of no effect on the provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreementsubsection.
Appears in 2 contracts
Samples: Shareholder Rights Plan Agreement (Atna Resources LTD), Shareholder Rights Plan Agreement (Atna Resources LTD)
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Event
(a) Subject to subsection 4.1(bsubsections 3.1(b), 5.1(b), 5.1(c) and section 6.15.1(d) hereof, if in the event that prior to the Expiration Time a Flip-in Event shall occur, the Trust shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation, except as provided below, each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, thereafter constitute the right to purchase from the CorporationTrust, upon exercise thereof in accordance with the terms hereof, that number of Common Shares Units having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 in the event that after such date of consummation or occurrence, any occurrence an event of a type analogous to any of the events described in section 3.2 Section 2.3 shall have occurredoccurred with respect to such Units).
(b) Notwithstanding anything in the foregoing or any other provisions of this Agreement to the contraryAgreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and or the Stock Unit Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or
(ii) a transferee transferee, direct or indirect, of Rights, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer made after the Record Time, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), ) that has the purpose or effect of avoiding section 4.1(b)(iclause (i) of this subsection 3.1(b), ; shall become null and void without any further action, action and any holder of such Rights, Rights (including transferees, ) shall thereafter have no right whatsoever to exercise such Rights under any provision of this Agreement and further shall not thereafter not have any other rights whatsoever with in respect to of such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclause (i) or 4.1(b)(ii(ii) of subsection 3.1(b) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “The Rights represented by this Rights Certificate were issued to Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Unitholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate any of an Acquiring Personthem. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b3.1(b) of the Shareholder Unitholder Rights Plan Agreement.” provided ”; provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation Trust in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person, an Affiliate or Associate thereof or a Person described acting jointly or in such legendconcert with any of them.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.
Appears in 2 contracts
Samples: Unitholder Rights Plan Agreement, Unitholder Rights Plan Agreement
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Event
(a) Subject to subsection 4.1(b) subsections , , and section 6.1hereof, if in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation so that, except as provided below, each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price Price, (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section in the event that after such date of consummation or occurrence, any occurrence an event of a type analogous to any of the events described in section 3.2 Section shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in the foregoing or any other provisions of this Agreement to the contraryAgreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or
(ii) a transferee transferee, direct or indirect, of Rights, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with, an Acquiring Person or any Affiliate or Associate of an Acquiring Person) in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person, (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding section 4.1(b)(iclause (i) of this subsection ), shall become null and void without any further action, and any holder of such Rights, Rights (including transferees, ) shall thereafter have no right right, to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with in respect to of such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclauses (i) or 4.1(b)(ii(ii) of subsection or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “"The Rights represented by this Rights Certificate were issued to Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b) of the Shareholder Rights Plan Agreement.” provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or an Affiliate or Associate thereof or a Person described acting jointly or in such legendconcert with any of them.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Gentry Resources LTD)
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 Flip-in Event
(a) Subject to subsection 4.1(b) and section 6.1, if in the event that prior to the Expiration Time a Flip-in Event shall occur, each Right shall constitute, effective at the close of business on the tenth Business Day and after the Stock Share Acquisition Date, the right to purchase from the Corporation, upon exercise thereof payment of the relevant Exercise Price and otherwise exercising such Right in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the relevant Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments provided for in section 3.2 in upon each occurrence after the event that after such date Share Acquisition Date of consummation or occurrence, any event of a type analogous to any of the events described in section 3.2 shall have occurred3.2).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or
(ii) a transferee of Rights, or other successor in title directly or indirectly, from indirectly (a "Transferee") of Rights held by an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee who becomes a transferee Transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding section 4.1(b)(i), shall become null and void without any further action, and any holder of such Rights, Rights (including transferees, any Transferee) shall thereafter not have no any right whatsoever to exercise such Rights under any provision of this Agreement and further shall thereafter not have thereafter any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclauses (i) or 4.1(b)(ii(ii) of subsection 4.1(b) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “"The Rights represented by this Rights Certificate were issued to Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate any of an Acquiring Personthem. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b) of the Shareholder Rights Plan Agreement.” " provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed in writing to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legendeither clauses (i) or (ii) of subsection 4.1(b).
(ed) From and after In the Separation Time, event that there shall not be sufficient Shares authorized for issuance to permit the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements exercise in full of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreementsection 4.1, the Corporation shall take all such action as may be necessary to authorize additional Shares for issuance upon the exercise of the Rights.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Apollo Gold Corp)
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 (a) Flip-in Event
(a) Subject to subsection 4.1(b) and section 6.1, if prior to the Expiration Time a Flip-in Event shall occur, each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments provided for in section 3.2 in the event that after such date of consummation or occurrence, any event of a type analogous to any of the events described in section 3.2 shall have occurred).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Unit Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or
(ii) a transferee of Rightsor other successor in title, directly or indirectlyindirectly (a “Transferee”), from of Rights held by an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee who becomes a transferee Transferee concurrently with or subsequent to the Acquiring Person becoming such an Acquiring Person in a transfer that the Board of Directors has REIT Trustees have determined is part of a plan, arrangement or scheme of an Acquiring Person (or an any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding section clause 4.1(b)(i), shall become null and void without any further action, and any holder of such Rights, Rights (including transferees, any Transferee) shall thereafter not have no any right whatsoever to exercise such Rights under any provision of this Agreement and further shall not thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclause (i) or 4.1(b)(ii(ii) of subsection 4.1(b) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b) of the Shareholder Rights Plan Agreement.” provided provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation REIT in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.
Appears in 1 contract
Samples: Unitholder Rights Plan Agreement
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 Flip-in Event
(a) Subject to subsection 4.1(b§3.1(b) below, and §5.1(b), §5.1(c) and section 6.1§5.1(d) hereof, if prior to if, before the Expiration Time a Flip-in Event shall will occur, the Corporation will take such action as may be necessary to ensure and provide within eight Business Days of such occurrence, or such longer period as may be required to satisfy all applicable requirements of the Securities Act, and the securities legislation of each other province of Canada that, except as provided below, each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, will thereafter constitute the right to purchase from the Corporation, Corporation upon exercise thereof in accordance with the terms hereof, hereof that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or the occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right Right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 §2.3 hereof in the event that after such date of consummation or occurrence, any occurrence an event of a type analogous to any of the events described in section 3.2 shall §2.3 hereof will have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:
(i) an Acquiring Person (Person, or any Affiliate or Associate of an Acquiring Person Person, or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an such Acquiring Person); , or any Affiliate or Associate of such Person so acting jointly or in concert, or
(ii) a transferee or other successor in title of Rights, directly or indirectly, from of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person Person) or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Personsuch Person so acting jointly or in concert) where such transferee who becomes a transferee or successor in title concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plansuch, arrangement or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding section 4.1(b)(i), shall will become null and void without any further action, and any holder of such Rights, Rights (including transferees, shall thereafter transferees or successors in title) will not have no right any rights whatsoever to exercise such Rights under any provision of this Agreement and further shall thereafter will not have thereafter any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(i§3.1(b)(i) or 4.1(b)(ii) or transferred to any Nominee of any such Person§3.1(b)(ii), and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall will contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as all capitalized terms used herein have the meaning given to such terms are defined in the Shareholder Rights Plan Agreement, dated September 15, 2010, as amended and restated from time to time, (the “Rights Agreement”)) or a Person who was acting jointly or in concert with an Acquiring Person (including, without limitation, a Person who has entered into an agreement or an Affiliate or Associate of arrangement to sell Common Shares to an Acquiring Person). This Rights Certificate and the Rights represented hereby shall are void or will become void in the circumstances specified in subsection 4.1(b§3.1(b) of the Shareholder Rights Plan Agreement.” provided . provided, however, that the Rights Agent shall will not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall will be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend.
(e. This issuance of a Rights Certificate without the legend referred to in this §3.1(c) From and after will have no effect on the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement§3.1.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 FlipFLIP-in EventIN EVENT
(a) Subject to subsection 4.1(b), Section 4.2, subsections 6.1(b) and section 6.16.1(c), if in the event that prior to the Expiration Time a Flip-in Event shall occur, each Right shall constitute, effective at the close of business on the tenth Business Day and after the Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof payment of the relevant Exercise Price and otherwise exercising such Right in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the relevant Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments provided for in section Section 3.2 in upon each occurrence after the event that after such date Stock Acquisition Date of consummation or occurrence, any event of a type analogous to any of the events described in section 3.2 shall have occurredSection 3.2).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); , or
(ii) a transferee of Rights, or other successor in title directly or indirectly, from indirectly (a "Transferee") of Rights held by an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee who becomes a transferee Transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding section 4.1(b)(i), shall become null and void without any further action, and any holder of such Rights, Rights (including transferees, any Transferee) shall thereafter not have no any right whatsoever to exercise such Rights under any provision of this Agreement and further shall thereafter not have thereafter any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights rights in accordance with this section Section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections paragraphs 4.1(b)(i) or 4.1(b)(ii) of subsection 4.1(b) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “"The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person or a Transferee (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate any of an Acquiring Personthem. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b) of the Shareholder Rights Plan Agreement.” " provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a an Acquiring Person described or an Affiliate or Associate thereof or acting jointly or in such legendconcert with any of them.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this section Section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.British Columbia) and the securities laws or comparable legislation in each of the other provinces of Canada and the 1933 Securities Act or the 1934 Exchange Act, and the rules and regulations thereunder in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.
Appears in 1 contract
Samples: Shareholder Protection Rights Plan Agreement (Solucorp Industries LTD)
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Event
(a) Subject to subsection 4.1(bthe provisions of Section 2.2 and subsections 5.1(b), (c) and section 6.1(d) hereof and except as provided below, if prior to the Expiration Time a Flip-in Event shall occur, each Right shall thereafter constitute, effective at the close Close of business Business on the tenth Business Day after the relevant Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 hereof in the event that that, after such date of consummation or occurrence, any an event of a type analogous to any of the events described in section 3.2 Section 2.3 hereof shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any a Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any with an Affiliate or Associate of an Acquiring Person); or
(ii) a direct or indirect transferee of Rightsof, directly or indirectlyother successor in title to, from an Acquiring Person such Rights (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee a “Transferee”), who becomes a transferee Transferee concurrently with or subsequent to the Acquiring Person becoming such an Acquiring Person, in a transfer transfer, whether or not for consideration, that the Board of Directors has determined is part of a plan, arrangement understanding or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any an Affiliate or Associate of an Acquiring Person), ) that has the purpose or effect of avoiding section 4.1(b)(i), the provisions of this subsection 3.1(b) applicable in the circumstances contemplated in clause (i) hereof; shall thereupon become and be null and void without any further action, and any holder of such Rights, Rights (including transferees, any Transferee) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent, or any Co-Rights Agent, upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and such rights shall be null and void.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclauses (i) or 4.1(b)(ii(ii) of subsection 3.1(b) hereof or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, exchange or replacement or adjustment of any other Rights Certificate referred to in this sentence, sentence shall contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate any of an Acquiring Personthem. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b3.1(b) of the Shareholder Rights Plan Agreement.” provided provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or an Affiliate or Associate thereof or acting jointly or in concert with any of them. The issuance of a Person described Rights Certificate without the legend referred to in such legend.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as this subsection shall be necessary and within its power to ensure compliance with of no effect on the provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreementsubsection.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Century Mining Corp)
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Event
(a) Subject to subsection 4.1(bsubsections 3.1(b) and section 6.1Section 5.1, if in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation, except as provided below, each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 in the event that after such date of consummation or occurrence, any occurrence an event of a type analogous to any of the events described in section 3.2 Section 2.3 shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in the foregoing or any other provisions of this Agreement to the contraryAgreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or
(ii) a transferee transferee, direct or indirect, of Rights, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert connection with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), ) that has the purpose or effect of avoiding section 4.1(b)(i), clause (i) of this subsection 3.1(b): shall become null and void without any further action, and any holder of such Rights, Rights (including transferees, ) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with in respect to of such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclause (i) or 4.1(b)(ii(ii) of subsection 3.1(b) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “"The Rights represented by this Rights Certificate were issued to Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate any of an Acquiring Personthem. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b3.1(b) of the Shareholder Rights Plan Agreement.” provided "; provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person, an Affiliate or Associate thereof or a Person described acting jointly or in such legendconcert with any of them.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Algonquin Power & Utilities Corp.)
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Event
(a) Subject to subsection 4.1(bSection 3.1(b) and section 6.1Section 5.1, if in the event that prior to the Expiration Time a Flip-in Event shall occur, then each Right shall constitute, effective at the close of business on the tenth Business Trading Day (or such longer period as may be required to satisfy the requirements of the Securities Act (Québec) and any comparable legislation of any other applicable jurisdiction) after the Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof of the Right in accordance with the terms hereofof this Agreement, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 in the event that after such date of the consummation or occurrenceoccurrence or event, any an event of a type analogous to any of the events described in section 3.2 Section 2.3 shall have occurred).):
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or
(ii) a transferee or other successor in title of Rights, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) ), where such transferee or successor in title becomes a transferee or successor in title concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding section 4.1(b)(iSection 3.1(b)(i), shall become null and void without any further action, and any holder of such Rights, Rights (including transferees, ) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise.
(c) In From and after the event that there Separation Time, the Corporation shall not do all such acts and things as shall be sufficient necessary and within its power to ensure compliance with the provisions of Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the CBCA, the Securities Act (Québec) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares authorized for issuance to permit upon the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the RightsAgreement.
(d) Any Rights Certificate that represents would represent Rights Beneficially Owned owned by a Person described in either sections 4.1(b)(iSection 3.1(b)(i) or 4.1(b)(ii3.1(b)(ii) or transferred to any Nominee nominee of any such Person, and any Rights Certificate that would be issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall either not be issued upon the instruction of the Corporation in writing to the Rights Agent or contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring PersonPerson (as such terms are defined in the Shareholder Rights Plan Agreement). This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 4.1(bSection 3.1(b) of the Shareholder Rights Plan Agreement.” provided . provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend.
. The issuance of a Rights Certificate without the legend referred to in this Section 3.1(d) shall be of no effect on the provisions of Section 3.1(b). Any Rights issued and registered in Book Entry Form (ethat are evidenced by an advice or other statement on which are maintained electronically the records of the transfers) From and after the Separation Time but prior to the Expiration Time, the Corporation shall do all evidence one Right for each Right represented by such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) registration and the securities laws or comparable legislation registration record of such Rights shall include the legend set forth in each of this Section 3.1(d), adapted accordingly as the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this AgreementAgent may reasonably require.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 Flip-in EventEvent
(a) Subject to subsection 4.1(b§3.1(b) below, and §5.1(b), §5.1(c) and section 6.1§5.1(d) hereof, if prior to if, before the Expiration Time a Flip-in Event shall will occur, the Corporation will take such action as may be necessary to ensure and provide within eight Business Days of such occurrence, or such longer period as may be required to satisfy all applicable requirements of the Securities Act, and the securities legislation of each other province of Canada that, except as provided below, each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, will thereafter constitute the right to purchase from the Corporation, Corporation upon exercise thereof in accordance with the terms hereof, hereof that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or the occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right Right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 §2.3 hereof in the event that after such date of consummation or occurrence, any occurrence an event of a type analogous to any of the events described in section 3.2 shall §2.3 hereof will have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:
(i) an Acquiring Person (Person, or any Affiliate or Associate of an Acquiring Person Person, or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an such Acquiring Person); , or any Affiliate or Associate of such Person so acting jointly or in concert, or
(ii) a transferee or other successor in title of Rights, directly or indirectly, from of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person Person) or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Personsuch Person so acting jointly or in concert) where such transferee who becomes a transferee or successor in title concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plansuch, arrangement or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding section 4.1(b)(i), shall will become null and void without any further action, and any holder of such Rights, Rights (including transferees, shall thereafter transferees or successors in title) will not have no right any rights whatsoever to exercise such Rights under any provision of this Agreement and further shall thereafter will not have thereafter any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(i§3.1(b)(i) or 4.1(b)(ii) or transferred to any Nominee of any such Person§3.1(b)(ii), and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall will contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as all capitalized terms used herein have the meaning given to such terms are defined in the Shareholder Rights Plan Agreement, dated November 17, 2008, as amended and restated from time to time, (the “Rights Agreement”)) or a Person who was acting jointly or in concert with an Acquiring Person (including, without limitation, a Person who has entered into an agreement or an Affiliate or Associate of arrangement to sell Common Shares to an Acquiring Person). This Rights Certificate and the Rights represented hereby shall are void or will become void in the circumstances specified in subsection 4.1(b§3.1(b) of the Shareholder Rights Plan Agreement.” provided . provided, however, that the Rights Agent shall will not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall will be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend.
(e. This issuance of a Rights Certificate without the legend referred to in this §3.1(c) From and after will have no effect on the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.§3.1. General
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Eventin.
(a) Subject to subsection 4.1(b) and section 6.1, if In the event that prior to the Expiration Time a Flip-in Event Date shall occur, except as provided in this Section 3.1, each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, constitute the right to purchase from the CorporationCompany, upon exercise thereof in accordance with the terms hereofhereof (but subject to Section 5.10), that number of one one-thousandths of a share of Preferred Stock equal to that number of shares of Common Shares Stock, having an aggregate Market Price on the date of consummation or occurrence of such Stock Acquisition Date that gave rise to the Flip-in Event Date equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous order to protect the applicable adjustments provided for in section 3.2 interests of the holders of Rights generally in the event that on or after such date of consummation or occurrence, any event of a type analogous to Stock Acquisition Date any of the events described in section 3.2 Section 2.4(a) or (b), or any analogous event, shall have occurredoccurred with respect to the Common Shares).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Eventforegoing, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or
(ii) a transferee of Rights, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding section 4.1(b)(i), shall become null and void without any further action, and any holder of such Rights, including transferees, shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(i) or 4.1(b)(ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof or by any transferee, direct or indirect, of any of the foregoing shall become null and void and any holder of such Rights (including transferees) shall thereafter have no right to exercise or transfer such Rights under any provision of this Agreement. If any Rights Certificate is presented for assignment or exercise and the Person presenting the same will not complete the certification set forth at the end of the form of assignment or notice of election to exercise and provide such additional evidence of the identity of the Beneficial Owner and its Affiliates and Associates (or former Beneficial Owners and their Affiliates and Associates) as the Company shall reasonably request, then the Company shall be entitled conclusively to deem the Beneficial Owner thereof to be an Acquiring Person. This Rights Certificate Person or an Affiliate or Associate thereof or a transferee of any of the foregoing and accordingly will deem the Rights represented hereby shall become evidenced thereby to be null and void in the circumstances specified in subsection 4.1(b) of the Shareholder Rights Plan Agreement.” provided that the Rights Agent shall and not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation transferable or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legendexercisable.
(ec) From The Board of Directors of the Company may, at its option, at any time after a Flip-in Date and prior to the time that an Acquiring Person becomes the Beneficial Owner of more than 50% of the outstanding voting power of the Common Shares elect to exchange all (but not less than all) the then outstanding Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 3.1(b)) for shares of Preferred Stock, at an exchange ratio of one one-thousandth of a share of Preferred Stock, per Right, appropriately adjusted in order to protect the interests of holders of Rights generally in the event that after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements Stock Acquisition Date any of the BCABCevents described in Section 2.4(a) or (b), or any analogous event, shall have occurred with respect to the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon (such exchange ratio, as adjusted from time to time, being hereinafter referred to as the exercise of Rights in accordance with this Agreement"Exchange Ratio").
Appears in 1 contract
Samples: Stockholder Protection Rights Agreement (Hershey Foods Corp)
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 4.1. Flip-in Event
(a) Subject to subsection 4.1(b4.1 (b) and section 6.1, if in the event that prior to the Expiration Time a Flip-in Event shall occur, each Right shall constitute, effective at the close of business on the tenth Business Day and after the Stock Share Acquisition Date, the right to purchase from the Corporation, upon exercise thereof payment of the relevant Exercise Price and otherwise exercising such Right in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the relevant Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments provided for in section 3.2 in upon each occurrence after the event that after such date Share Acquisition Date of consummation or occurrence, any event of a type analogous to any of the events described in section 3.2 shall have occurred3.2).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or
(ii) a transferee of Rights, or other successor in title directly or indirectly, from indirectly (a "Transferee") of Rights held by an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee who becomes a transferee Transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding section 4.1(b)(i), shall become null and void without any further action, and any holder of such Rights, Rights (including transferees, any Transferee) shall thereafter not have no any right whatsoever to exercise such Rights under any provision of this Agreement and further shall thereafter not have thereafter any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclauses (i) or 4.1(b)(ii(ii) of subsection 4.1 (b) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “The Rights represented by this Rights Certificate were issued to Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate any of an Acquiring Personthem. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b4.1 (b) of the Shareholder Rights Plan Agreement.” . provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed in writing to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legendeither clauses (i) or (ii) of subsection 4.1(b).
(ed) From and after In the Separation Time, event that there shall not be sufficient Shares authorized for issuance to permit the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements exercise in full of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreementsection 4.1, the Corporation shall take all such action as may be necessary to authorize additional Shares for issuance upon the exercise of the Rights.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Kingsway Financial Services Inc)
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1
3.1 Flip-in EventEvent
(a) Subject to subsection 4.1(bSection 3.1(b) and section 6.1Sections 5.1 and 5.2, if in the event that prior to the Expiration Time a Flip-in Event shall occur, the Partnership shall take such action as shall be necessary to ensure and provide, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of applicable securities laws or comparable legislation so that, except as provided below, each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, thereafter constitute the right to purchase from the CorporationPartnership, upon exercise thereof in accordance with the terms hereof, that number of Common Shares Units having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 in the event that after such date of consummation or occurrence, any an event of a type analogous to any of the events described in section 3.2 Section 2.3 shall have occurred).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); oror
(ii) a transferee of Rights, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) ), where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement understanding or scheme of an Acquiring Person (or an any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding section 4.1(b)(i), this Section 3.1(b), shall become null and void without any further action, and any holder of such Rights, Rights (including transferees, ) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iSection 3.1(b)(i) or 4.1(b)(ii(ii) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring PersonPerson (as such terms are defined in the Unitholder Rights Plan Agreement). This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 4.1(bSection 3.1(b) of the Shareholder Unitholder Rights Plan Agreement.” provided provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation Partnership in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend.
(e) From and after . The issuance of a Rights Certificate without the Separation Time, the Corporation shall do all such acts and things as legend referred to in this Section 3.1 shall be necessary and within its power to ensure compliance with of no effect on the provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this AgreementSection 3.1.
Appears in 1 contract
Samples: Unitholder Rights Plan Agreement
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 Section 3.1 Flip-in EventEvent
(a1) Subject to subsection 4.1(bsubsections 3.1(2) and section 6.1Section 5.1, if in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation, except as provided below, each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 in the event that after such date of consummation or occurrence, any occurrence an event of a type analogous to any of the events described in section 3.2 Section 2.3 shall have occurredoccurred with respect to such Common Shares).
(b2) Notwithstanding anything in the foregoing or any other provisions of this Agreement to the contraryAgreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:by:
(ia) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or
(iib) a transferee transferee, direct or indirect, of Rights, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert connection with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), ) that has the purpose or effect of avoiding section 4.1(b)(i), clause (i) of this subsection 3.1(2): shall become null and void without any further action, and any holder of such Rights, Rights (including transferees, ) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with in respect to of such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d3) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclause (i) or 4.1(b)(ii(ii) of subsection 3.1(2) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “The Rights represented by this Rights Certificate were issued to Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate any of an Acquiring Personthem. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b3.1(2) of the Shareholder Rights Plan Agreement.” provided ”; provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person, an Affiliate or Associate thereof or a Person described acting jointly or in such legendconcert with any of them.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 Flip3.1 FLIP-in EventOVER TRANSACTION OR EVENT
(a) Subject to Sections 3.3 and 3.4 and subsection 4.1(b) and section 6.15.1(b), if prior to the Expiration Time a the Company enters into, consummates or permits to occur any Flip-over Transaction or Event, the Company must take such action as is necessary to ensure, and shall not enter into, consummate or permit to occur such Flip-over Transaction or Event until it shall have entered into a supplement agreement with the Person engaging in Event shall occursuch Flip-over Transaction or Event, for the benefit of the holders of the Rights, providing, that upon consummation of the Flip-over Transaction or Event:
(i) each Right shall constituteRight, effective at the close of business on the tenth Business Day from and after the Stock Acquisition Datedate upon which any Flip-over Transaction or Event becomes effective, constitutes the right to purchase from the CorporationPerson into which or with which the Company will be consolidated, merged or amalgamated or with which the Company shall enter into a statutory arrangement or to which the Company will sell assets (the "Flip-over Entity"), upon exercise thereof in accordance with the terms hereof, that number of Common Shares of such Flip-over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-in over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment to the Rights provided for in section 3.2 in the event that Section 2.3 if after such date of consummation or occurrence, any occurrence an event of a type analogous to any of the events described in section 3.2 Section 2.3 shall have occurredoccurred with respect to such Common Shares); and
(ii) the Flip-over Entity is to be liable for, and shall assume, by virtue of such Flip-over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company pursuant to this Agreement.
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are Beneficially Owned on or after the earlier of the Separation Time The Company shall do all such acts and the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or
(ii) a transferee of Rights, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding section 4.1(b)(i), shall become null things and void without any further action, and any holder of such Rights, including transferees, shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary steps within its control to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(i) or 4.1(b)(ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b) of the Shareholder Rights Plan Agreement.” provided ensure that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend.
(e) From and after the Separation Time, the Corporation shall do Flip-Over Entity does all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements subsection 3.1(a) of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.
Appears in 1 contract
Samples: Shareholder Protection Rights Plan Agreement (Loewen Group Inc)
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in over Transaction or Event.
(a) Subject to subsection 4.1(b) and section 6.1Section 3.3 hereof, if in the event that prior to the Expiration Time a Date the Company enters into, consummates or permits to occur any Flip-over Transaction or Event, the Company shall take such action as shall be necessary to ensure, and shall not enter into, consummate or permit to occur such Flip-over Transaction or Event until it shall have entered into a supplemental agreement with the principal Person engaging in such Flip-over Transaction or Event shall occur(the "Flip-over Entity", as such term is more specifically defined in Section 1.1(m) hereof) for the benefit of the holders of the Rights, providing, that upon consummation of the Flip- over Transaction or Event:
(i) each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, thereafter constitute the right to purchase from the CorporationFlip-over Entity, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of such Flip-over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-in over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment to the Rights provided for in section 3.2 Section 2.3 in the event that after such date of consummation or occurrence, any occurrence an event of a type analogous to any of the events described in section 3.2 Section 2.3 shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or;
(ii) a transferee of Rights, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding section 4.1(b)(i), Flip-over Entity shall become null and void without any further actionthereafter be liable for, and any holder shall assume, by virtue of such RightsFlip-over Transaction or Event and such supplemental agreement, including transferees, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" for all purposes of this Rights Agreement shall thereafter have no right be deemed to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect refer to such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(i) or 4.1(b)(ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b) of the Shareholder Rights Plan Agreement.” provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.Flip-over Entity;
Appears in 1 contract
Samples: Rights Agreement (Fx Energy Inc)
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Event
(a) Subject to subsection 4.1(bthe provisions of Section 2.2 and subsections 5.1(c), (d) and section 6.1(e) hereof and except as provided below, if prior to the Expiration Time a Flip-in Event shall occur, each Right shall thereafter constitute, effective at the close Close of business Business on the tenth Business Day after the relevant Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 hereof in the event that that, after such date of consummation or occurrence, any an event of a type analogous to any of the events described in section 3.2 Section 2.3 hereof shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any a Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any with an Affiliate or Associate of an Acquiring Person); or
(ii) a direct or indirect transferee of Rightsof, directly or indirectlyother successor in title to, from an Acquiring Person such Rights (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee a “Transferee”), who becomes a transferee Transferee concurrently with or subsequent to the Acquiring Person becoming such an Acquiring Person, in a transfer transfer, whether or not for consideration, that the Board of Directors has determined is part of a plan, arrangement understanding or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any an Affiliate or Associate of an Acquiring Person), ) that has the purpose or effect of avoiding section 4.1(b)(i), the provisions of this subsection 3.1(b) applicable in the circumstances contemplated in clause (i) hereof; shall thereupon become and be null and void without any further action, and any holder of such Rights, Rights (including transferees, any Transferee) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent, or any Co-Rights Agent, upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and such rights shall be null and void.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclauses (i) or 4.1(b)(ii(ii) of subsection 3.1(b) hereof or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, exchange or replacement or adjustment of any other Rights Certificate referred to in this sentence, sentence shall contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate any of an Acquiring Personthem. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b3.1(b) of the Shareholder Rights Plan Agreement.” provided ”, provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or an Affiliate or Associate thereof or acting jointly or in concert with any of them. The issuance of a Person described Rights Certificate without the legend referred to in such legend.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as this subsection shall be necessary and within its power to ensure compliance with of no effect on the provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreementsubsection.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Energy Fuels Inc)
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in over Transaction or Event. ------------------------------
(a) Subject to subsection 4.1(b) and section 6.1Section 3.3 hereof, if in the event that prior to the Expiration Time a Date the Company enters into, consummates, or permits to occur any Flip-over Transaction or Event, the Company shall take such action as shall be necessary to ensure, and shall not enter into, consummate, or permit to occur such Flip-over Transaction or Event until it shall have entered into a supplemental agreement with the principal Person engaging in such Flip-over Transaction or Event shall occur(the "Flip-over Entity," as such term is more specifically defined in Section 1.1(m) hereof) for the benefit of the holders of the Rights, providing that upon consummation of the Flip-over Transaction or Event:
(i) each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, thereafter constitute the right to purchase from the CorporationFlip-over Entity, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of such Flip-over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-in over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment to the Rights provided for in section 3.2 Section 2.3 in the event that after such date of consummation or occurrence, any occurrence an event of a type analogous to any of the events described in section 3.2 Section 2.3 shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or;
(ii) the Flip-over Entity shall thereafter be liable for, and shall assume, by virtue of such Flip-over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company pursuant to this Agreement;
(iii) the term "Company" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Flip-over Entity;
(iv) such Flip-over Entity shall take such steps (including the reservation of a transferee sufficient number of Rightsits Common Shares, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent the same manner applicable to the Acquiring Person becoming such reservation of Preferred Shares provided by Section 2.2(g)(i) hereof) in a transfer that connection with the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding section 4.1(b)(i), shall become null and void without any further action, and any holder consummation of such Rights, including transferees, shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement Flip-over Transaction or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action Event as may be necessary to authorize additional assure that the provisions hereof shall thereafter be applicable;
(v) confirming that all rights of first refusal or preemptive rights in respect of the issuance of Common Shares for issuance of the Flip-over Entity upon exercise of outstanding Rights have been waived and that such transaction shall not result in a default by the Flip-over Entity under this Rights Agreement; and
(vi) providing that, as soon as practicable after the date of such Flip-over Transaction or Event, the Flip-over Entity will:
(1) prepare and file, as required by law, a registration statement under the Securities Act with respect to the Rights and the securities purchasable upon exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(i) or 4.1(b)(ii) or transferred on an appropriate form, use its best efforts to any Nominee of any cause such Personregistration statement to become effective as soon as practicable after such filing, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred use its best efforts to in this sentence, shall contain the following legend: “The Rights represented by this Rights Certificate were issued cause such registration statement to remain effective (with a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b) of the Shareholder Rights Plan Agreement.” provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend.
(e) From and after the Separation Time, the Corporation shall do prospectus at all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy times meeting the requirements of the BCABCSecurities Act), until the Securities Act date of expiration of the Rights, and similarly comply with applicable state securities laws;
(B.C.2) use its best efforts to list (or continue the listing of) the Rights and the securities laws or comparable legislation in each purchasable upon exercise of the provinces of Canada in respect Rights on a national securities exchange or to meet the eligibility requirements for quotation on the Nasdaq Stock Market; and
(3) deliver to holders of the issue of Common Shares upon Rights historical financial statements for the exercise of Rights Flip-over Entity that comply in accordance all respects with this Agreementthe requirements for registration on Form 10 (or any successor form) under the Exchange Act.
Appears in 1 contract
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 FlipFLIP-in EventOVER EVENT
(a1) Subject to sections 4.3 and 4.4 and subsection 4.1(b) and section 6.17.1(2), if in the event that prior to the Expiration Time a the Corporation enters into, consummates or permits or suffers to occur any Flip-in Event Over Event, the Corporation shall occur, take such action as shall be necessary to ensure that:
(a) each Right shall constitute, effective at the close of business on the tenth Business Day from and after the Stock Acquisition Date, date upon which any Flip-Over Event shall become effective constitute the right to purchase from such Person into which or with which the CorporationCorporation shall be consolidated, merged or amalgamated or with which the Corporation shall enter into a statutory arrangement or to which the Corporation shall sell assets (such Person being herein referred to as the "Flip-Over Entity"), upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Flip-Over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Over Event equal to twice the Exercise Market Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments to the Rights provided for in section 3.2 in the event that after such date of consummation or occurrence, any occurrence an event of a type analogous to any of the events described in section 3.2 shall have occurredoccurred with respect to such Common shares).; and
(b) Notwithstanding anything in the Flip-Over Entity shall be subject to all of the obligations, liabilities and duties of the Corporation pursuant to this Agreement Agreement;
(2) The Corporation shall not enter into, consummate or permit or suffer to the contrary, upon the occurrence of occur any Flip-in EventOver Event unless and until it shall have entered into an agreement with the Flip-Over Entity supplemental to this Agreement pursuant to which the Flip-Over Entity shall covenant and agree, any Rights that are Beneficially Owned on or after for the earlier benefit of the Separation Time and holders from time to time of the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or
(ii) a transferee of Rights, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding section 4.1(b)(i), shall become null and void without any further action, and any holder of such Rights, including transferees, shall thereafter have no right to exercise such Rights under any provision matters contemplated by subsection 4.1(1) of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwiseAgreement.
(c3) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(i) or 4.1(b)(ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b) of the Shareholder Rights Plan Agreement.” provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend.
(e) From and after the Separation Time, the Corporation shall do all such acts and things and shall ensure that the Flip-Over Entity does all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements subsection 4.1(1) of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.
Appears in 1 contract
Samples: Shareholder Protection Rights Plan Agreement (Flotek Industries Inc/Cn/)
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Event
(a) Subject to subsection 4.1(bSubsection 3.1(b) and section 6.1Section 5.1, if in the event that prior to the Expiration Time a Flip-in Event shall occur, then:
(i) each Right shall constitute, effective at the close of business on the tenth Business eighth Trading Day after the Stock Acquisition Date, the right to purchase from the CorporationAngiotech, upon exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 in the event that after such date of the consummation or occurrenceoccurrence or event, any an event of a type analogous to any of the events described in section 3.2 Section 2.3 shall have occurred);
(ii) in the event that the number of Shares that are authorized but not issued or allotted or reserved for issue (other than upon the exercise of Rights) is insufficient to permit each holder of a Right (other than an Acquiring Person or a transferee of the kind described in Clause 3.1(b)(ii)) to purchase from Angiotech that number of Shares per Right provided for in Clause 3.1(a)(i), then until such time as holders of Shares approve an increase in Angiotech’s authorized capital such that the number of Shares that are authorized but not issued or allotted or reserved for issue (other than upon the exercise of Rights) is sufficient to permit each holder of a Right (other than an Acquiring Person or a transferee of the kind described in Clause 3.1(b)(ii)) to purchase from Angiotech that number of Shares per Right provided for in Clause 3.1(a)(i), each whole Right shall constitute, effective at the close of business on the eighth Trading Day after the Stock Acquisition Date, the right to purchase from Angiotech, upon exercise thereof in accordance with the terms hereof, that number of Shares that is equal to one Share multiplied by the Adjustment Factor for an amount in cash equal to the Adjusted Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after the consummation or occurrence or event, an event of a type analogous to any of the events described in Section 2.3 shall have occurred).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or
(ii) a transferee of Rights, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) ), where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding section 4.1(b)(iClause 3.1(b)(i), shall become null and void without any further action, and any holder of such Rights, Rights (including transferees, ) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise.
(c) In From and after the event that there Separation Time, Angiotech shall not do all such acts and things as shall be sufficient Common necessary and within its power to ensure compliance with the provisions of Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCBCA, the Securities Act (British Columbia) the Securities Act (Ontario), the U.S. Securities Act, the U.S. Exchange Act and the securities laws or comparable legislation in each of the provinces of Canada and each of the States of the United States in respect of the issue of Shares authorized for issuance to permit upon the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the RightsAgreement.
(d) Any Rights Certificate that represents would represent Rights Beneficially Owned owned by a Person described in either sections 4.1(b)(iClause 3.1(b)(i) or 4.1(b)(ii(ii) or transferred to any Nominee nominee of any such Person, and any Rights Certificate that would be issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall either not be issued upon the instruction of Angiotech in writing to the Rights Agent or contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 4.1(bSubsection 3.1(b) of the Shareholder Rights Plan Agreement.” provided . Provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation Angiotech in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend.
(e. The issuance of a Rights Certificate without the legend referred to in this Subsection 3.1(d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with of no effect on the provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this AgreementSubsection 3.1(b).
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Angiotech Pharmaceuticals Inc)
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Event
(a) Subject to subsection 4.1(bsubsections 3.1(b), 5.1(b), 5.1(c) and section 6.15.1(d), if hereof, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation so that, except as provided below, each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 in the event that after such date of consummation or occurrence, any occurrence an event of a type analogous to any of the events described in section 3.2 Section 2.3 shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in the foregoing or any other provisions of this Agreement to the contraryAgreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or
(ii) a transferee transferee, direct or indirect, of Rights, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with with, an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person Person, (or an any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of with, an Acquiring Person), ) that has the purpose or effect of avoiding section 4.1(b)(iclause (i) of this subsection 3.1(b), shall become null and void without any further action, and any holder of such Rights, Rights (including transferees, ) shall thereafter have no right right, to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with in respect to of such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclauses (i) or 4.1(b)(ii(ii) of subsection 3.1(b) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b) of the Shareholder Rights Plan Agreement.” provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.:
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 1.1 Flip-in Event
(a) Subject to subsection 4.1(bSubsection 3.1(b) and section 6.1Sections 5.1 and 5.2, if in the event that prior to the Expiration Time a Flip-in Event shall occur, the Company shall take such action as shall be necessary to ensure and provide, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities laws or comparable legislation so that, except as provided below, each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, thereafter constitute the right to purchase from the CorporationCompany, upon exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 in the event that after such date of consummation or occurrence, any an event of a type analogous to any of the events described in section 3.2 Section 2.3 shall have occurred).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of such Person acting jointly or in concert with an Acquiring Person); or
(ii) a transferee of Rights, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) ), where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement understanding or scheme of an Acquiring Person (or an any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of such Person acting jointly or in concert with an Acquiring Person), that has the purpose or effect of avoiding section 4.1(b)(ithis Clause 3.1(b), shall become null and void without any further action, and any holder of such Rights, Rights (including transferees, ) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iClause 3.1(b)(i) or 4.1(b)(ii(ii) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring PersonPerson (as such terms are defined in the Shareholder Rights Plan Agreement). This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 4.1(bSubsection 3.1(b) of the Shareholder Rights Plan Agreement.” provided provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation Company in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Tricon Residential Inc.)
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Event
(a) Subject to subsection 4.1(bsubsections 3.1(b), 5.1(b), 5.1(c) and section 6.15.1(d), if hereof, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation so that, except as provided below, each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price Price, (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 in the event that after such date of consummation or occurrence, any occurrence an event of a type analogous to any of the events described in section 3.2 Section 2.3 shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in the foregoing or any other provisions of this Agreement to the contraryAgreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or
(ii) a transferee transferee, direct or indirect, of Rights, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with with, an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person Person, (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), ) that has the purpose or effect of avoiding section 4.1(b)(iclause (i) of this subsection 3.1(b), shall become null and void without any further action, and any holder of such Rights, Rights (including transferees, ) shall thereafter have no right right, to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with in respect to of such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclauses (i) or 4.1(b)(ii(ii) of subsection 3.1(b) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “"The Rights represented by this Rights Certificate were issued to Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate any of an Acquiring Personthem. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b3.1(b) of the Shareholder Rights Plan Agreement.” ", provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person, an Affiliate or Associate thereof or a Person described acting jointly or in such legendconcert with any of them.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.
Appears in 1 contract
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in In Event
(a) Subject to subsection 4.1(bSection 3.1(b) and section 6.1Section 5.2, if in the event that prior to the Expiration Time a Flip-in In Event shall occuroccurs, each Right shall will constitute, effective at on the close of business on the tenth Business fifth Trading Day after the Stock Share Acquisition DateDate (or such longer period as may be required to satisfy the requirements of the Securities Act (Ontario) or any comparable legislation of any other applicable jurisdiction), the right to purchase from the Corporation, upon exercise thereof payment of the Exercise Price and otherwise exercising such Right in accordance with the terms hereofof this Agreement, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in In Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right Right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 in the event that after such the date of consummation or occurrenceoccurrence of such Flip-In Event, any an event of a type analogous to any of the events described in section 3.2 shall Section 2.3 will have occurred).
(b) Notwithstanding anything in the foregoing or any other provisions of this Agreement to the contraryAgreement, upon the occurrence of any Flip-in In Event, any Rights that are Beneficially Owned on or after the earlier of the Separation Time and the Stock Share Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or
(ii) a transferee of Rights, directly or indirectly, from an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer made after the Record Date, whether or not for consideration, that the Board of Directors has Directors, acting in good faith, have determined is part of a plan, arrangement or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any an Associate or Affiliate or Associate of an Acquiring Person), ) that has the purpose or effect of avoiding section 4.1(b)(iof Section 3.1(b)(i), shall will become null and void without any further action, and any holder of such Rights, Rights (including transferees, shall ) will thereafter have no right to exercise such Rights under any provision of this Agreement and further shall will thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise.
(c) In From and after the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1Separation Time, the Corporation shall take all such action as may be necessary and within its power to comply with the provisions of this Section 3.1, including without limitation all action as may be necessary to authorize additional satisfy the requirements of the Corporations Act, the Securities Act (Ontario), the U.S. Securities Act, the U.S. Exchange Act and any other applicable law, rule or regulation in respect of the issuance of Common Shares for issuance upon the exercise of the RightsRights in accordance with this Agreement.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iSection 3.1(b)(i) or 4.1(b)(ii3.1(b)(ii) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall will contain the following legend: “The Rights represented by this Rights Certificate were issued to Beneficially Owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement dated July 25, 2011 (the “Rights Agreement”), as that agreement may be amended or modified, between Zarlink Semiconductor Inc. and Computershare Investor Services Inc. as Rights Agent) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby shall by this Agreement are void or will become void in the circumstances specified in subsection 4.1(bSection 3.1(b) of the Shareholder Rights Plan Agreement.” provided . provided, however, that the Rights Agent shall will not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to will impose such legend only if instructed to do so by the Corporation in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend.
(e. The issuance of a Rights Certificate without the legend referred to in this Section 3.1(d) From and after will have no effect on the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this AgreementSection 3.1(b).
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Zarlink Semiconductor Inc)
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Event
(a) Subject to subsection 4.1(bSection 3.1 (b) and section 6.1Section 5.1, if in the event that prior to the Expiration Time a Flip-in Event shall occur, then:
(i) each Series A Right shall constitute, effective at the close of business on the tenth Business eighth Trading Day after the Stock Acquisition Date, the right to purchase from the CorporationTELUS, upon exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 in the event that after such date of the consummation or occurrenceoccurrence or event, any an event of a type analogous to any of the events described in section 3.2 Section 2.3 shall have occurred);
(ii) each Series B Right shall constitute, effective at the close of business on the eighth Trading Day after the Stock Acquisition Date, the right to purchase from TELUS, upon exercise thereof in accordance with the terms hereof, that number of Non-Voting Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after the consummation or occurrence or event, an event of a type analogous to any of the events described in Section 2.3 shall have occurred);
(iii) in the event that there are insufficient authorized but unissued Shares to permit each holder of a Right (other than an Acquiring Person or a transferee of the kind described in Section 3.1(b)(ii)) to purchase from TELUS that number of Shares per Right provided for in Section 3.1(a)(i) or 3.1(a)(ii), then until such time as holders of Shares approve an increase in TELUS’ authorized capital such that there are sufficient authorized but unissued Shares to permit each holder of a Right (other than an Acquiring Person or a transferee of the kind described in Section 3.1(b)(ii)) to purchase from TELUS that number of Shares per Right provided for in Section 3.1(a)(i) or 3.1(a)(ii), each whole Right shall constitute, effective at the close of business on the eighth Trading Day after the Stock Acquisition Date, the right to purchase from TELUS, upon exercise thereof in accordance with the terms hereof, that number of Shares that is equal to one Share multiplied by the Adjustment Factor for an amount in cash equal to the Adjusted Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after the consummation or occurrence or event, an event of a type analogous to any of the events described in Section 2.3 shall have occurred).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or
(ii) a transferee of Rights, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) ), where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding section 4.1(b)(iSection 3.1(b)(i), shall become null and void without any further action, and any holder of such Rights, Rights (including transferees, ) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise.
(c) In From and after the event that there Separation Time, TELUS shall not do all such acts and things as shall be sufficient Common necessary and within its power to ensure compliance with the provisions of Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCBCA, the Securities Act (British Columbia), the Securities Act (Ontario), the U.S. Securities Act, the U.S. Exchange Act and the securities laws or comparable legislation in each of the provinces of Canada and each of the states of the United States in respect of the issue of Shares authorized for issuance to permit upon the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the RightsAgreement.
(d) Any Rights Certificate that represents would represent Rights Beneficially Owned owned by a Person described in either sections 4.1(b)(iSection 3.1(b)(i) or 4.1(b)(ii(ii) or transferred to any Nominee nominee of any such Person, and any Rights Certificate that would be issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall either not be issued upon the instruction of TELUS in writing to the Rights Agent or contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 4.1(bSection 3.1(b) of the Shareholder Rights Plan Agreement.” provided . Provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation TELUS in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend.
(e. The issuance of a Rights Certificate without the legend referred to in this Section 3.1(d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with of no effect on the provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this AgreementSection 3.1(b).
Appears in 1 contract
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Event
(a) Subject to subsection 4.1(bSections 3.1(b), 5.1(b), 5.1(c) and section 6.15.1(d) hereof, if in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the Securities Act, the 1933 Securities Act and the applicable securities acts or comparable legislation of each of the provinces of Canada and the states of the United States so that, except as provided below, each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 in the event that after such date of consummation or occurrence, any occurrence an event of a type analogous to any of the events described in section 3.2 Section 2.3 shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in the foregoing or any other provisions of this Agreement to the contraryAgreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or
(ii) a transferee of Rightstransferee, directly direct or indirectlyindirect, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer such, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), ) that has the purpose or effect of avoiding section 4.1(b)(iclause (i) of this Section 3.1(b), shall become null and void without any further action, action and any holder of such Rights, Rights (including transferees, ) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with in respect to of such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclauses (i) or 4.1(b)(ii(ii) of Section 3.1(b) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “The Rights represented by this Rights Certificate were issued to Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate any of an Acquiring Personthem. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 4.1(bSection 3.1(b) of the Shareholder Rights Plan Agreement.” provided Agreement provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a an Acquiring Person described in such legendor an Affiliate or Associate thereof.
(ed) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this section 4.1Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABCBusiness Corporations Act, the Securities Act (B.C.) and the securities laws or comparable legislation in of each of the provinces of Canada and of the United States and each of the states thereof in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.
Appears in 1 contract
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Event
(a) Subject to subsection 4.1(bthe provisions of Section 2.2 and subsections 5.1(c), (d) and section 6.1(e) hereof and except as provided below, if prior to the Expiration Time a Flip-in Event shall occur, each Right shall thereafter constitute, effective at the close Close of business Business on the tenth Business Day after the relevant Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 hereof in the event that that, after such date of consummation or occurrence, any an event of a type analogous to any of the events described in section 3.2 Section 2.3 hereof shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any a Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any with an Affiliate or Associate of an Acquiring Person); or
(ii) a direct or indirect transferee of Rightsof, directly or indirectlyother successor in title to, from an Acquiring Person such Rights (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee a "Transferee"), who becomes a transferee Transferee concurrently with or subsequent to the Acquiring Person becoming such an Acquiring Person, in a transfer transfer, whether or not for consideration, that the Board of Directors has determined is part of a plan, arrangement understanding or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any an Affiliate or Associate of an Acquiring Person), ) that has the purpose or effect of avoiding section 4.1(b)(i), shall become null and void without any further action, and any holder of such Rights, including transferees, shall thereafter have no right to exercise such Rights under any provision the provisions of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise.subsection 3.1(b) applicable in the circumstances contemplated in clause (i) hereof;
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclauses (i) or 4.1(b)(ii(ii) of subsection 3.1(b) hereof or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, exchange or replacement or adjustment of any other Rights Certificate referred to in this sentence, sentence shall contain the following legend: “"The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate any of an Acquiring Personthem. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b3.1(b) of the Shareholder Rights Plan Agreement.” provided ", provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or an Affiliate or Associate thereof or acting jointly or in concert with any of them. The issuance of a Person described Rights Certificate without the legend referred to in such legend.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as this subsection shall be necessary and within its power to ensure compliance with of no effect on the provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreementsubsection.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Energy Fuels Inc)
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in EventEvent
(a) Subject to subsection 4.1(bthe provisions of Section 2.2 and subsections 5.1(c), (d) and section 6.1(e) hereof and except as provided below, if prior to the Expiration Time a Flip-in Event shall occur, each Right shall thereafter constitute, effective at the close Close of business Business on the tenth Business Day after the relevant Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 hereof in the event that that, after such date of consummation or occurrence, any an event of a type analogous to any of the events described in section 3.2 Section 2.3 hereof shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any a Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any with an Affiliate or Associate of an Acquiring Person); or
(ii) a direct or indirect transferee of Rightsof, directly or indirectlyother successor in title to, from an Acquiring Person such Rights (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee a “Transferee”), who becomes a transferee Transferee concurrently with or subsequent to the Acquiring Person becoming such an Acquiring Person, in a transfer transfer, whether or not for consideration, that the Board of Directors has determined is part of a plan, arrangement understanding or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any an Affiliate or Associate of an Acquiring Person), ) that has the purpose or effect of avoiding section 4.1(b)(i), the provisions of this subsection 3.1(b) applicable in the circumstances contemplated in clause (i) hereof; shall thereupon become and be null and void without any further action, and any holder of such Rights, Rights (including transferees, any Transferee) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent, or any Co-Rights Agent, upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and such rights shall be null and void.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclauses (i) or 4.1(b)(ii(ii) of subsection 3.1(b) hereof or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, exchange or replacement or adjustment of any other Rights Certificate referred to in this sentence, sentence shall contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate any of an Acquiring Personthem. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b3.1(b) of the Shareholder Rights Plan Agreement.” provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.”,
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 Flip3.1 FLIP-in EventIN EVENT
(a) Subject to subsection 4.1(bsubsections 3.1(b), 5.1(b), 5.1(c) and section 6.15.1(d), if hereof, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation so that, except as provided below, each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price Price, (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 in the event that after such date of consummation or occurrence, any occurrence an event of a type analogous to any of the events described in section 3.2 Section 2.3 shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in the foregoing or any other provisions of this Agreement to the contraryAgreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or
(ii) a transferee transferee, direct or indirect, of Rights, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with with, an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person Person, (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), ) that has the purpose or effect of avoiding section 4.1(b)(iclause (i) of this subsection 3.1(b), shall become null and void without any further action, and any holder of such Rights, Rights (including transferees, ) shall thereafter have no right right, to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with in respect to of such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclauses (i) or 4.1(b)(ii(ii) of subsection 3.1(b) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “"The Rights represented by this Rights Certificate were issued to Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate any of an Acquiring Personthem. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b3.1(b) of the Shareholder Rights Plan Agreement.” ", provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person, an Affiliate or Associate thereof or a Person described acting jointly or in such legendconcert with any of them.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.
Appears in 1 contract
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Event
(a) Subject to subsection 4.1(bSections 3.1(b), 5.1(b), 5.1(c) and section 6.15.1(d) hereof, if in the event that prior to the Expiration Time a Flip-in Event shall occur, each Right shall thereafter constitute, effective as at the close Closing of business Business on the tenth Business Trading Day after the Stock Share Acquisition Date, or such longer period as may be required to satisfy the requirements of the Securities Act and the applicable securities acts or comparable legislation of each of the provinces and territories of Canada, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 in the event that after such date of consummation or occurrence, any occurrence an event of a type analogous to any of the events described in section 3.2 Section 2.3 shall have occurredoccurred with respect to such Shares).
(b) Notwithstanding anything in the foregoing or any other provisions of this Agreement to the contraryAgreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and or the Stock Share Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or
(ii) a transferee of Rightstransferee, directly direct or indirectlyindirect (a "Transferee"), from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee Transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer such, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), ) that has the purpose or effect of avoiding section 4.1(b)(iclause (i) of this Section 3.1(b), shall become null and void without any further action, action and any holder of such Rights, Rights (including transferees, Transferees) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with in respect to of such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclauses (i) or 4.1(b)(ii(ii) of Section 3.1(b) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “The Rights represented by this Rights Certificate were issued to Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate any of an Acquiring Personthem. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 4.1(bSection 3.1(b) of the Shareholder Rights Plan Agreement.” provided provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a an Acquiring Person described or an Affiliate or Associate thereof or any Person acting jointly or in such legendconcert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person.
(ed) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this section 4.1Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABCABCA, the Securities Act (B.C.) and the securities laws or comparable legislation in of each of the provinces and territories of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Event
(a) Subject to subsection 4.1(bSubsection 3.1 (b) below, and Subsections 5.1 (b), 5.1 (c) and section 6.15.1 (d) hereof, if in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as may be necessary to ensure and provide within eight (8) Business Days of such occurrence, or such longer period as may be required to satisfy all applicable requirements of the Securities Act (Ontario), and the securities legislation of each other province of Canada and, if applicable, of the United States of America that, except as provided below, each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, thereafter constitute the right to purchase from the Corporation, Corporation upon exercise thereof in accordance with the terms hereof, hereof that number of Common Shares of the Corporation having an aggregate Market Price on the date of the consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right Right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 hereof in the event that after such date of consummation or occurrence, any occurrencte an event of a type analogous to any of the events described in section 3.2 Section 2.3 hereof shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:
by (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an such Acquiring Person); or
, or any Affiliate or Associate of such Person so acting jointly or in concert, or (ii) a transferee or other successor in title of Rights, directly or indirectly, from of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person Person) or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate or Associate of an Acquiring Person) where such transferee Person who becomes a transferee or successor in title concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding section 4.1(b)(i)such, shall become null and void without any further action, and any holder of such Rights, Rights (including transferees, transferees or successors in title) shall thereafter not have no right any rights whatsoever to exercise such Rights under any provision of this Agreement and further shall thereafter not have thereafter any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(i) or 4.1(b)(ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b) of the Shareholder Rights Plan Agreement.” provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Philip Services Corp)
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Event
(a) Subject to subsection 4.1(bthe provisions of Section 2.2 and subsections 5.1(c), (d) and section 6.1(e) hereof and except as provided below, if prior to the Expiration Time a Flip-in Event shall occur, each Right shall thereafter constitute, effective at the close Close of business Business on the tenth Business Day after the relevant Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-Flip- in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 hereof in the event that that, after such date of consummation or occurrence, any an event of a type analogous to any of the events described in section 3.2 Section 2.3 hereof shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any a Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any with an Affiliate or Associate of an Acquiring Person); or
(ii) a direct or indirect transferee of Rightsof, directly or indirectlyother successor in title to, from an Acquiring Person such Rights (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee a “Transferee”), who becomes a transferee Transferee concurrently with or subsequent to the Acquiring Person becoming such an Acquiring Person, in a transfer transfer, whether or not for consideration, that the Board of Directors has determined is part of a plan, arrangement understanding or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any an Affiliate or Associate of an Acquiring Person), ) that has the purpose or effect of avoiding section 4.1(b)(i), the provisions of this subsection 3.1(b) applicable in the circumstances contemplated in clause (i) hereof; shall thereupon become and be null and void without any further action, and any holder of such Rights, Rights (including transferees, any Transferee) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent, or any Co-Rights Agent, upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and such rights shall be null and void.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclauses (i) or 4.1(b)(ii(ii) of subsection 3.1(b) hereof or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, exchange or replacement or adjustment of any other Rights Certificate referred to in this sentence, sentence shall contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate any of an Acquiring Personthem. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b3.1(b) of the Shareholder Rights Plan Agreement.” provided ”, provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or an Affiliate or Associate thereof or acting jointly or in concert with any of them. The issuance of a Person described Rights Certificate without the legend referred to in such legend.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as this subsection shall be necessary and within its power to ensure compliance with of no effect on the provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreementsubsection.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Energy Fuels Inc)
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in over Transaction or Event.
(a) Subject to subsection 4.1(b) and section 6.1Section 3.3 hereof, if in the event that prior to the Expiration Time a Date the Company enters into, consummates or permits to occur any Flip-over Transaction or Event, the Company shall take such action as shall be necessary to ensure, and shall not enter into, consummate or permit to occur such Flip-over Transaction or Event until it shall have entered into a supplemental agreement with the principal Person engaging in such Flip-over Transaction or Event shall occur(the "Flip-over Entity", as such term is more specifically defined in Section 1.1(m) hereof) for the benefit of the holders of the Rights, providing, that upon consummation of the Flip- over Transaction or Event:
(i) each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, thereafter constitute the right to purchase from the CorporationFlip-over Entity, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of such Flip-over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-in over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment to the Rights provided for in section 3.2 Section 2.3 in the event that after such date of consummation or occurrence, any occurrence an event of a type analogous to any of the events described in section 3.2 Section 2.3 shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or;
(ii) the Flip-over Entity shall thereafter be liable for, and shall assume, by virtue of such Flip-over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company pursuant to this Agreement;
(iii) the term "Company" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Flip-over Entity;
(iv) such Flip-over Entity shall take such steps (including, but not limited to, the reservation of a transferee sufficient number of Rightsits Common Shares, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent the same manner applicable to the Acquiring Person becoming such reservation of Preferred Shares provided by Section 2.2(g)(i) hereof) in a transfer that connection with the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding section 4.1(b)(i), shall become null and void without any further action, and any holder consummation of such Rights, including transferees, shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement Flip-over Transaction or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action Event as may be necessary to authorize additional assure that the provisions hereof shall thereafter be applicable;
(v) confirming that all rights of first refusal or preemptive rights in respect of the issuance of Common Shares for issuance of the Flip-over Entity upon exercise of outstanding Rights have been waived and that such transaction shall not result in a default by the Flip-over Entity under this Rights Agreement; and
(vi) providing that, as soon as practicable after the date of such Flip-over Transaction or Event, the Flip-over Entity will:
(A) prepare and file, as required by law, a registration statement under the Securities Act with respect to the Rights and the securities purchasable upon exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(i) or 4.1(b)(ii) or transferred on an appropriate form, use its best efforts to any Nominee of any cause such Personregistration statement to become effective as soon as practicable after such filing, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred use its best efforts to in this sentence, shall contain the following legend: “The Rights represented by this Rights Certificate were issued cause such registration statement to remain effective (with a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b) of the Shareholder Rights Plan Agreement.” provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend.
(e) From and after the Separation Time, the Corporation shall do prospectus at all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy times meeting the requirements of the BCABCSecurities Act), until the Securities Act date of expiration of the Rights, and similarly comply with applicable state securities laws:
(B.C.B) use its best efforts to list (or continue the listing of) the Rights and the securities laws or comparable legislation in each purchasable upon exercise of the provinces of Canada in respect Rights on a national securities exchange or to meet the eligibility requirements for quotation on the Nasdaq Stock Market; and
(C) deliver to holders of the issue of Common Shares upon Rights historical financial statements for the exercise of Rights Flip-over Entity which comply in accordance all respects with this Agreementthe requirements for registration on Form 10 (or any successor form) under the Exchange Act.
Appears in 1 contract
Samples: Rights Agreement (Foreland Corp)
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 Section 3.1 Flip-in Event.
(a1) Subject to subsection 4.1(bSection 3.1(2) below, and Sections 5.1(2), (3) and section 6.1(4) hereof, if in the event that prior to the Expiration Time a Flip-in Event shall occur, each Right the Corporation shall constitute, effective at the close take such action as may be necessary to ensure and provide within ten (10) Business Days of business on the tenth Business Day after the Stock Acquisition Date, or such longer period as may be required to satisfy all applicable requirements of the Securities Act (British Columbia), and the securities legislation of each other province of Canada that, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, Corporation upon exercise thereof in accordance with the terms hereof, hereof that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or the occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right Right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 hereof in the event that after such date of consummation or occurrence, any occurrence an event of a type analogous to any of the events described in section 3.2 Section 2.3 hereof shall have occurredoccurred with respect to such Common Shares).
(b2) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:
by (i) an Acquiring Person (Person, or any Affiliate or Associate of an Acquiring Person Person, or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an such Acquiring Person); or
, or any Affiliate or Associate of such Person so acting jointly or in concert, or (ii) a transferee or other successor in title of Rights, directly or indirectly, from of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person Person) or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Personsuch Person so acting jointly or in concert) where such transferee who becomes a transferee or successor in title concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding section 4.1(b)(i)such, shall become null and void without any further action, and any holder of such Rights, Rights (including transferees, transferees or successors in title) shall thereafter not have no right any rights whatsoever to exercise such Rights under any provision of this Agreement and further shall thereafter not have thereafter any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(i) or 4.1(b)(ii) or transferred to any Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b) of the Shareholder Rights Plan Agreement.” provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend.
(e3) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this section 4.1Section 3.1 including, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABCBCBCA, the Securities Act (B.C.) and British Columbia), the securities laws or comparable legislation in of each of the provinces of Canada Canada, and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (GREAT PANTHER MINING LTD)
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Event
(a) Subject to subsection 4.1(b) and section 6.13.1(b)and Section 5.1 hereof, if in the event that prior to the Expiration Time a Flip-in Event shall occur, each Right the Corporation shall constitutetake such action as shall be necessary to ensure and provide, effective at within 10 Trading Days (or such longer period as may be required to satisfy the close requirements of business on the tenth Business Day Securities Act and any comparable legislation of any other applicable jurisdictions) after the Stock Acquisition DateDate that, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, hereof that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 in the event that after such date of consummation or occurrence, any occurrence an event of a type analogous to any of the events described in section 3.2 Section 2.3 shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in the foregoing or any other provisions of this Agreement to the contraryAgreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or
(ii) a transferee of Rights, directly or indirectly, from of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with with, an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or either: (1) any Affiliate or Associate of an Acquiring Person), or (2) any Person acting jointly or in concert with, an Acquiring Person) that has the purpose or effect of avoiding section 4.1(b)(isubsection 3.1(b)(i), shall become null and void without any further action, and any holder of such Rights, Rights (including transferees, a transferee or other successor to such Rights whether directly or indirectly) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with in respect to of such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclauses 3.1(b)(i) or 4.1(b)(ii3.1(b)(ii) of subsection 3.1(b) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “The Rights represented by this Rights Certificate were issued to Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate any of an Acquiring Personthem. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 4.1(b3.1(b) of the Shareholder Rights Plan Agreement.” ”, provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person, an Affiliate or Associate thereof or a Person described acting jointly or in such legendconcert with any of them.
(ed) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this section 4.1Section 3.1 including, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABCOBCA, the Securities Act (B.C.) and Act, the securities laws or comparable legislation in of each of the provinces of Canada and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Event
(a) Subject to subsection 4.1(bsubsections 5.1(b), (c) and section 6.1(d) hereof and except as provided below, if prior to the Expiration Time a Flip-in Event shall occur, each Right shall thereafter constitute, effective at the close Close of business Business on the tenth Business Day after the relevant Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in In Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 hereof in the event that that, after such date of consummation or occurrence, any an event of a type analogous to any of the events described in section 3.2 Section 2.3 hereof shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any a Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any with an Affiliate or Associate of an Acquiring Person); or
(ii) a direct or indirect transferee of Rightsof, directly or indirectlyother successor in title to, from an Acquiring Person such Rights (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee a “Transferee”), who becomes a transferee Transferee concurrently with or subsequent to the Acquiring Person becoming such an Acquiring Person, in a transfer transfer, whether or not for consideration, that the Board of Directors has determined is part of a plan, arrangement understanding or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any an Affiliate or Associate of an Acquiring Person), ) that has the purpose or effect of avoiding section 4.1(b)(i), the provisions of this subsection 3.1(b) applicable in the circumstances contemplated in clause (i) hereof; shall thereupon become null and be void without any further action, and any holder of such Rights, Rights (including transferees, any Transferee) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent, or any Co-Rights Agent (as defined in Section 4.1), upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and such Rights shall be null and void.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclauses (i) or 4.1(b)(ii(ii) of subsection 3.1(b) hereof or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, exchange or replacement or adjustment of any other Rights Certificate referred to in this sentence, sentence shall contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate any of an Acquiring Personthem. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b3.1(b) of the Shareholder Rights Plan Agreement.” provided provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or an Affiliate or Associate thereof or acting jointly or in concert with any of them. The issuance of a Person described Rights Certificate without the legend referred to in such legend.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as this subsection shall be necessary and within its power to ensure compliance with of no effect on the provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreementsubsection 3(b).
Appears in 1 contract
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in EventEvent
(a) Subject to subsection 4.1(b) the provisions of Section 2.2 and section 6.1Section 5.1 hereof and except as provided below, if prior to the Expiration Time a Flip-in Event shall occur, each Right shall thereafter constitute, effective at the close Close of business Business on the tenth Business Day after the relevant Stock Acquisition Date, the right to purchase from the CorporationCompany, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Company having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 hereof in the event that that, after such date of consummation or occurrence, any an event of a type analogous to any of the events described in section 3.2 Section 2.3 hereof shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any a Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any with an Affiliate or Associate of an Acquiring Person); oror
(ii) a direct or indirect transferee of Rightsof, directly or indirectlyother successor in title to, from an Acquiring Person such Rights (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee a “Transferee”), who becomes a transferee Transferee concurrently with or subsequent to the Acquiring Person becoming such an Acquiring Person, in a transfer transfer, whether or not for consideration, that the Board of Directors has determined is part of a plan, arrangement understanding or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any an Affiliate or Associate of an Acquiring Person), ) that has the purpose or effect of avoiding section 4.1(b)(i), the provisions of this subsection 3.1(b) applicable in the circumstances contemplated in clause (i) hereof; shall thereupon become null and be void without any further action, and any holder of such Rights, Rights (including transferees, any Transferee) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent, or any Co-Rights Agent (as hereinafter defined), upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and such rights shall be null and void.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclauses 3.1(b)(i) or 4.1(b)(ii3.1(b)(ii) of subsection 3.1(b) hereof or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, exchange or replacement or adjustment of any other Rights Certificate referred to in this sentence, sentence shall contain the following legend: “The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b) of the Shareholder Rights Plan Agreement.” provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.:
Appears in 1 contract
Samples: Shareholder Rights Plan
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in over Transaction or Event.
(a) Subject to subsection 4.1(b) and section 6.1Section 3.3 hereof, if in the event that prior to the Expiration Time a Date the Company enters into, consummates, or permits to occur any Flip-over Transaction or Event, the Company shall take such action as shall be necessary to ensure, and shall not enter into, consummate, or permit to occur such Flip-over Transaction or Event until it shall have entered into a supplemental agreement with the principal Person engaging in such Flip-over Transaction or Event shall occur(the "Flip-over Entity," as such term is more specifically defined in Section 1.1(m) hereof) for the benefit of the holders of the Rights, providing that upon consummation of the Flip-over Transaction or Event:
(i) each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, thereafter constitute the right to purchase from the CorporationFlip-over Entity, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of such Flip-over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-in over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment to the Rights provided for in section 3.2 Section 2.3 in the event that after such date of consummation or occurrence, any occurrence an event of a type analogous to any of the events described in section 3.2 Section 2.3 shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or;
(ii) the Flip-over Entity shall thereafter be liable for, and shall assume, by virtue of such Flip-over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company pursuant to this Agreement;
(iii) the term "Company" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Flip-over Entity;
(iv) such Flip-over Entity shall take such steps (including the reservation of a transferee sufficient number of Rightsits Common Shares, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent the same manner applicable to the Acquiring Person becoming such reservation of Preferred Shares provided by Section 2.2(g)(i) hereof) in a transfer that connection with the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding section 4.1(b)(i), shall become null and void without any further action, and any holder consummation of such Rights, including transferees, shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement Flip-over Transaction or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action Event as may be necessary to authorize additional assure that the provisions hereof shall thereafter be applicable;
(v) confirming that all rights of first refusal or preemptive rights in respect of the issuance of Common Shares for issuance of the Flip-over Entity upon exercise of outstanding Rights have been waived and that such transaction shall not result in a default by the Flip-over Entity under this Rights Agreement; and
(vi) providing that, as soon as practicable after the date of such Flip-over Transaction or Event, the Flip-over Entity will:
(1) prepare and file, as required by law, a registration statement under the Securities Act with respect to the Rights and the securities purchasable upon exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(i) or 4.1(b)(ii) or transferred on an appropriate form, use its best efforts to any Nominee of any cause such Personregistration statement to become effective as soon as practicable after such filing, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred use its best efforts to in this sentence, shall contain the following legend: “The Rights represented by this Rights Certificate were issued cause such registration statement to remain effective (with a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b) of the Shareholder Rights Plan Agreement.” provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend.
(e) From and after the Separation Time, the Corporation shall do prospectus at all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy times meeting the requirements of the BCABCSecurities Act), until the Securities Act date of expiration of the Rights, and similarly comply with applicable state securities laws;
(B.C.2) use its best efforts to list (or continue the listing of) the Rights and the securities laws or comparable legislation in each purchasable upon exercise of the provinces of Canada in respect Rights on a national securities exchange or to meet the eligibility requirements for quotation on the Nasdaq Stock Market; and
(3) deliver to holders of the issue of Common Shares upon Rights historical financial statements for the exercise of Rights Flip-over Entity that comply in accordance all respects with this Agreementthe requirements for registration on Form 10 (or any successor form) under the Exchange Act.
Appears in 1 contract
Samples: Rights Agreement (Sento Corp)
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Event
(a) Subject to subsection 4.1(bSections 3.1(b), 5.1(b), 5.1(c) and section 6.15.1(d) hereof, if in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the Securities Act, the 1933 Securities Act and the applicable securities acts or comparable legislation of each of the provinces of Canada and the states of the United States so that, except as provided below, each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 in the event that after such date of consummation or occurrence, any occurrence an event of a type analogous to any of the events described in section 3.2 Section 2.3 shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in the foregoing or any other provisions of this Agreement to the contraryAgreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or
(ii) a transferee of Rightstransferee, directly direct or indirectlyindirect, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer such, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), ) that has the purpose or effect of avoiding section 4.1(b)(iclause (i) of this Section 3.1(b), shall become null and void without any further action, action and any holder of such Rights, Rights (including transferees, ) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with in respect to of such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclauses (i) or 4.1(b)(ii(ii) of Section 3.l(b) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “The Rights represented by this Rights Certificate were issued to Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate any of an Acquiring Personthem. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 4.1(bSection 3.l(b) of the Shareholder Rights Plan Agreement.” provided Agreement provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a an Acquiring Person described in such legendor an Affiliate or Associate thereof.
(ed) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this section 4.1Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABCBusiness Corporations Act, the Securities Act (B.C.) and the securities laws or comparable legislation in of each of the provinces of Canada and of the United States and each of the states thereof in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.
Appears in 1 contract
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Event
(a) Subject to subsection 4.1(bSections 3.1(b), 5.1(b), 5.1(c) and section 6.15.1(d) hereof, if in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation so that, except as provided below, each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price Price, (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 in the event that after such date of consummation or occurrence, any occurrence an event of a type analogous to any of the events described in section 3.2 Section 2.3 shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in the foregoing or any other provisions of this Agreement to the contraryAgreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person Person, or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or
(ii) a transferee transferee, direct or indirect, of Rights, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person, acting jointly or in concert with, an Acquiring Person or any Affiliate or Associate of an Acquiring Person) in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors of the Corporation acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person, (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an any Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding section 4.1(b)(iclause (i) of this Section 3.l(b), shall become null and void without any further action, and any holder of such Rights, Rights (including transferees, ) shall thereafter have no right right, to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with in respect to of such Rights, whether under any provision of this Agreement or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclauses (i) or 4.1(b)(ii(ii) of Section 3.1(b) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “The Rights represented by this Rights Certificate were issued to Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate any of an Acquiring Personthem. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(bSection 3.1(b) of the Shareholder Rights Plan Agreement.” Agreement provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a an Acquiring Person described in such legendor an Affiliate or Associate thereof.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Infowave Software Inc)
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in Event
(a) Subject to subsection 4.1(bSubsections 3.1(b), 5.1(b), 5.1(c) and section 6.15.1(d), if in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation or the rules of any stock exchange on which the Common Shares and Rights may be listed so that, except as provided below, each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price Price, (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment provided for in section 3.2 Section 2.3 in the event that after such date of consummation or occurrence, any occurrence an event of a type analogous to any of the events described in section 3.2 Section 2.3 shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in the foregoing or any other provisions of this Agreement to the contraryAgreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time and or the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or
(ii) a transferee transferee, direct or indirect, of Rights, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with, an Acquiring Person or any Affiliate or Associate of an Acquiring Person) in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person, (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer that the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), ) that has the purpose or effect of avoiding section 4.1(b)(iclause (i) of this Subsection 3.1(b), , shall become null and void without any further action, and any holder of such Rights, Rights (including transferees, ) shall thereafter have no right right, to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with in respect to of such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this Subsection 3.1 (b) shall be deemed to be an Acquiring Person for the purposes of this Subsection 3.1 (b) and such Rights shall become null and void.
(c) In From and after the event that there Separation Time, the Corporation shall not do all such acts and things as shall be sufficient necessary and within its power to ensure compliance with the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act, the Securities Act and the securities laws or comparable legislation of each of the provinces of Canada and of the United States and each of the states thereof and any other applicable law, rule or regulation in respect of the issue of Common Shares authorized for issuance to permit upon the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the RightsAgreement.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(iclauses (i) or 4.1(b)(ii(ii) of Subsection 3.1(b) or transferred to any Nominee nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: “The Rights represented by this Rights Certificate were issued to Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate any of an Acquiring Personthem. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(bSubsection 3.1(b) of the Shareholder Rights Plan Agreement.” provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person, an Affiliate or Associate thereof or a Person described acting jointly or in such legendconcert with any of them.
(e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Aurizon Mines LTD)
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 4.1 3.1 Flip-in over Transaction or Event.
(a) Subject to subsection 4.1(b) and section 6.1Section 3.3 hereof, if in the event that prior to the Expiration Time a Date the Company enters into, consummates or permits to occur any Flip-over Transaction or Event, the Company shall take such action as shall be necessary to ensure, and shall not enter into, consummate or permit to occur such Flip-over Transaction or Event until it shall have entered into a supplemental agreement with the principal Person engaging in such Flip-over Transaction or Event shall occur(the "Flip-over Entity", as such term is more specifically defined in Section 1.1(m) hereof) for the benefit of the holders of the Rights, providing, that upon consummation of the Flip-over Transaction or Event:
(i) each Right shall constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, thereafter constitute the right to purchase from the CorporationFlip-over Entity, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of such Flip-over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-in over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustments adjustment to the Rights provided for in section 3.2 Section 2.3 in the event that after such date of consummation or occurrence, any occurrence an event of a type analogous to any of the events described in section 3.2 Section 2.3 shall have occurredoccurred with respect to such Common Shares).
(b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are Beneficially Owned on or after the earlier of the Separation Time and the Stock Acquisition Date by:
(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or;
(ii) the Flip-over Entity shall thereafter be liable for, and shall assume, by virtue of such Flip-over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company pursuant to this Agreement;
(iii) the term "Company" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Flip-over Entity;
(iv) such Flip-over Entity shall take such steps (including, but not limited to, the reservation of a transferee sufficient number of Rightsits Common Shares, directly or indirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent the same manner applicable to the Acquiring Person becoming such reservation of Preferred Shares provided by Section 2.2(g)(i) hereof) in a transfer that connection with the Board of Directors has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), that has the purpose or effect of avoiding section 4.1(b)(i), shall become null and void without any further action, and any holder consummation of such Rights, including transferees, shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement Flip-over Transaction or otherwise.
(c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action Event as may be necessary to authorize additional assure that the provisions hereof shall thereafter be applicable;
(v) confirming that all rights of first refusal or preemptive rights in respect of the issuance of Common Shares for issuance of the Flip-over Entity upon exercise of outstanding Rights have been waived and that such transaction shall not result in a default by the Flip-over Entity under this Rights Agreement; and
(vi) providing that, as soon as practicable after the date of such Flip-over Transaction or Event, the Flip-over Entity will:
(A) prepare and file, as required by law, a registration statement under the Securities Act with respect to the Rights and the securities purchasable upon exercise of the Rights.
(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either sections 4.1(b)(i) or 4.1(b)(ii) or transferred on an appropriate form, use its best efforts to any Nominee of any cause such Personregistration statement to become effective as soon as practicable after such filing, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred use its best efforts to in this sentence, shall contain the following legend: “The Rights represented by this Rights Certificate were issued cause such registration statement to remain effective (with a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in subsection 4.1(b) of the Shareholder Rights Plan Agreement.” provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend.
(e) From and after the Separation Time, the Corporation shall do prospectus at all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy times meeting the requirements of the BCABCSecurities Act), until the Securities Act date of expiration of the Rights, and similarly comply with applicable state securities laws:
(B.C.B) use its best efforts to list (or continue the listing of) the Rights and the securities laws or comparable legislation in each purchasable upon exercise of the provinces of Canada in respect Rights on a national securities exchange or to meet the eligibility requirements for quotation on the Nasdaq Stock Market; and
(C) deliver to holders of the issue of Common Shares upon Rights historical financial statements for the exercise of Rights Flip-over Entity which comply in accordance all respects with this Agreementthe requirements for registration on Form 10 (or any successor form) under the Exchange Act.
Appears in 1 contract
Samples: Rights Agreement (Fx Energy Inc)
