Common use of ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN Clause in Contracts

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN. TRANSACTIONS 25 3.1 Flip-in Event 25 ARTICLE 4 THE RIGHTS AGENT 26 4.1 General 26 4.2 Merger or Amalgamation or Change of Name of Rights Agent 27 4.3 Duties of Rights Agent 28 4.4 Change of Rights Agent 29 ARTICLE 5 MISCELLANEOUS 29 5.1 Redemption and Waiver 29 5.2 Expiration 31 5.3 Issuance of New Rights Certificates 31 5.4 Supplements and Amendments 31 5.5 Fractional Rights and Fractional Common Shares 32 5.6 Rights of Action 33 5.7 Holder of Rights Not Deemed a Shareholder 33 5.8 Notice of Proposed Actions 33 5.9 Notices 33 5.10 Costs of Enforcement 34 5.11 Successors 35 5.12 Benefits of this Agreement 35 5.13 Governing Law 35 5.14 Counterparts 35 5.15 Severability 35 5.16 Determinations and Actions by the Board of Directors 35 5.17 Effective Date 35 5.18 Approval of Holders of Rights 35 5.19 Declaration as to Non-Canadian and Non-United States Holders 36 5.20 Regulatory Approvals 36 5.21 Time of the Essence 36 Exhibit “A” Form of Rights Certificate SHAREHOLDER RIGHTS PLAN AGREEMENT THIS AGREEMENT, dated as of April 10, 2024, IS BY AND BETWEEN: ENERGY FUELS INC. a corporation existing under the laws of the Province of Ontario (the “Corporation”) - and - EQUINITI TRUST COMPANY, LLC a limited liability trust company existing under the laws of the State of New York (the “Rights Agent”).

Appears in 2 contracts

Samples: Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement

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ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN. TRANSACTIONS 25 35 3.1 Flip-in Event 25 ARTICLE 35 Article 4 THE RIGHTS AGENT 26 37 4.1 General 26 37 4.2 Merger Merger, Amalgamation or Amalgamation Consolidation or Change of Name of Rights Agent 27 38 4.3 Duties of Rights Agent 28 39 4.4 Change of Rights Agent 29 ARTICLE 41 4.5 Compliance with Anti-Money Laundering Legislation 42 4.6 Privacy Legislation 42 Article 5 MISCELLANEOUS 29 42 5.1 Redemption and Waiver 29 42 5.2 Expiration 31 45 5.3 Issuance of New Rights Certificates 31 45 5.4 Supplements and Amendments 31 45 5.5 Fractional Rights and Fractional Common Shares 32 47 5.6 Rights of Action 33 48 5.7 Holder of Rights Not Deemed a Shareholder 33 Regulatory Approvals 48 5.8 Notice of Proposed Actions 33 Declaration as to Foreign Holders 48 5.9 Notices 33 48 5.10 Costs of Enforcement 34 50 5.11 Successors 35 50 5.12 Benefits of this Agreement 35 50 5.13 Governing Law 35 50 5.14 Counterparts 35 Severability 50 5.15 Severability 35 Effective Date 51 5.16 Determinations and Actions by the Board of Directors 35 51 5.17 Effective Date 35 Fiduciary Duties of Directors 51 5.18 Approval of Holders of Rights 35 5.19 Declaration as to Non-Canadian and Non-United States Holders 36 5.20 Regulatory Approvals 36 5.21 Time of the Essence 36 Exhibit “A” Form of Rights Certificate 52 5.19 Execution in Counterparts 52 SHAREHOLDER RIGHTS PLAN AGREEMENT THIS AGREEMENT, MEMORANDUM OF AGREEMENT dated as of April 10March 17, 20242023 between Haivision Systems Inc. (the “Corporation”), IS BY AND BETWEEN: ENERGY FUELS INC. a corporation existing under the laws of the Province of Ontario (the “Corporation”) - Canada, and - EQUINITI TRUST COMPANYComputershare Investor Services Inc., LLC a limited liability trust company existing governed under the laws of the State of New York Canada (the “Rights Agent”).;

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN. TRANSACTIONS 25 33 3.1 Flip-in Event 25 ARTICLE 33 Article 4 THE RIGHTS AGENT 26 34 4.1 General 26 34 4.2 Merger Merger, Amalgamation or Amalgamation Consolidation or Change of Name of Rights Agent 27 35 4.3 Duties of Rights Agent 28 36 4.4 Change of Rights Agent 29 ARTICLE 37 4.5 Compliance with Anti-Money Laundering Legislation 38 Article 5 MISCELLANEOUS 29 38 5.1 Redemption and Waiver 29 38 5.2 Expiration 31 40 5.3 Issuance of New Rights Certificates 31 40 5.4 Supplements and Amendments 31 40 5.5 Fractional Rights and Fractional Common Shares 32 42 5.6 Rights of Action 33 42 5.7 Holder of Rights Not Deemed a Shareholder 33 Regulatory Approvals 43 5.8 Notice of Proposed Actions 33 Declaration as to Non-Canadian or Non-U.S. Holders 43 5.9 Notices 33 43 5.10 Costs of Enforcement 34 44 5.11 Successors 35 45 5.12 Benefits of this Agreement 35 45 5.13 Governing Law 35 45 5.14 Counterparts 35 Severability 45 5.15 Severability 35 Effective Date 45 5.16 Determinations Reconfirmation and Approval 45 5.17 Actions by the Board of Directors 35 5.17 Effective Date 35 46 5.18 Approval Fiduciary Duties of Holders of Rights 35 the Directors 46 5.19 Declaration as to Non-Canadian and Non-United States Holders 36 Privacy Legislation 46 5.20 Regulatory Approvals 36 Language 46 5.21 Time of the Essence 36 Exhibit “A” Form of Rights Certificate 46 5.22 Execution in Counterparts 46 AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT THIS MEMORANDUM OF AGREEMENT, dated as of October 13, 1992, as amended and restated as of April 10268, 2024201922, IS BY AND BETWEEN: ENERGY FUELS INC. between TransAlta Corporation (“TransAlta”), a corporation existing incorporated under the Canada Business Corporations Act, and Computershare Trust Company of Canada, a corporation incorporated under the laws of the Province of Ontario Canada (the “CorporationRights Agent”) - and - EQUINITI TRUST COMPANYwhich was appointed successor to AST Trust Company (Canada), LLC a limited liability trust corporation existingtrust company existing incorporated under the laws of Canada and authorized to carry on the State business of New York a trust company in each of the provinces and territories of Canada (the “Rights Agent”)., formerly known as CST Trust Company;

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Transalta Corp)

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN. TRANSACTIONS 25 33 3.1 Flip-in Event 25 ARTICLE 33 Article 4 THE RIGHTS AGENT 26 34 4.1 General 26 34 4.2 Merger Merger, Amalgamation or Amalgamation Consolidation or Change of Name of Rights Agent 27 35 4.3 Duties of Rights Agent 28 36 4.4 Change of Rights Agent 29 ARTICLE 38 4.5 Compliance with Anti-Money Laundering Legislation 38 Article 5 MISCELLANEOUS 29 39 5.1 Redemption and Waiver 29 39 5.2 Expiration 31 41 5.3 Issuance of New Rights Certificates 31 41 5.4 Supplements and Amendments 31 41 5.5 Fractional Rights and Fractional Common Shares 32 43 5.6 Rights of Action 33 43 5.7 Holder of Rights Not Deemed a Shareholder 33 Regulatory Approvals 44 5.8 Notice of Proposed Actions 33 Declaration as to Non-Canadian or Non-U.S. Holders 44 5.9 Notices 33 44 5.10 Costs of Enforcement 34 46 5.11 Successors 35 46 5.12 Benefits of this Agreement 35 46 5.13 Governing Law 35 46 5.14 Counterparts 35 Severability 46 5.15 Severability 35 Effective Date 46 5.16 Determinations Reconfirmation and Approval 46 5.17 Actions by the Board of Directors 35 5.17 Effective Date 35 47 5.18 Approval Fiduciary Duties of Holders of Rights 35 the Directors 47 5.19 Declaration as to Non-Canadian and Non-United States Holders 36 Privacy Legislation 47 5.20 Regulatory Approvals 36 Language 47 5.21 Time of the Essence 36 Exhibit “A” Form of Rights Certificate 47 5.22 Execution in Counterparts 48 ATTACHMENT 1 AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT THIS MEMORANDUM OF AGREEMENT, dated as of October 13, 1992, as amended and restated as of April 10268, 2024201922, IS BY AND BETWEEN: ENERGY FUELS INC. between TransAlta Corporation (“TransAlta”), a corporation existing incorporated under the Canada Business Corporations Act, and Computershare Trust Company of Canada, a corporation incorporated under the laws of the Province of Ontario Canada (the “CorporationRights Agent”) - and - EQUINITI TRUST COMPANYwhich was appointed successor to AST Trust Company (Canada), LLC a limited liability trust corporation existingtrust company existing incorporated under the laws of Canada and authorized to carry on the State business of New York a trust company in each of the provinces and territories of Canada (the “Rights Agent”)., formerly known as CST Trust Company;

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement

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ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN. TRANSACTIONS 25 3.1 Flip-in Event 25 ARTICLE 4 THE RIGHTS AGENT 26 4.1 General 26 4.2 Merger or Amalgamation or Change of Name of Rights Agent 27 4.3 Duties of Rights Agent 28 4.4 Change of Rights Agent 29 ARTICLE 5 MISCELLANEOUS 29 5.1 Redemption and Waiver 29 5.2 Expiration 31 5.3 Issuance of New Rights Certificates 31 5.4 Supplements and Amendments 31 5.5 Fractional Rights and Fractional Common Shares 32 5.6 Rights of Action 33 5.7 Holder of Rights Not Deemed a Shareholder 33 5.8 Notice of Proposed Actions 33 5.9 Notices 33 5.10 Costs of Enforcement 34 5.11 Successors 35 5.12 Benefits of this Agreement 35 5.13 Governing Law 35 5.14 Counterparts 35 5.15 Severability 35 5.16 Determinations and Actions by the Board of Directors 35 5.17 Effective Date 35 5.18 Approval of Holders of Rights 35 5.19 Declaration as to Non-Canadian and Non-United States Holders 36 5.20 Regulatory Approvals 36 5.21 Time of the Essence 36 Exhibit “A” Form of Rights Certificate SHAREHOLDER RIGHTS PLAN AGREEMENT THIS AGREEMENT, AGREEMENT dated as of April 10March 18, 2024, IS BY AND BETWEEN: ENERGY FUELS INC. a corporation existing under the laws of the Province of Ontario (the “Corporation”) - and - EQUINITI TRUST COMPANY, LLC a limited liability trust company existing under the laws of the State of New York (the “Rights Agent”)2021.

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN. TRANSACTIONS 25 21 3.1 Flip-in Event 25 21 ARTICLE 4 THE RIGHTS AGENT 26 22 4.1 General 26 22 4.2 Merger Merger, Amalgamation or Amalgamation Consolidation or Change of Name of Rights Agent 27 23 4.3 Duties of Rights Agent 28 23 4.4 Change of Rights Agent 29 25 4.5 Compliance with Money Laundering Legislation 25 4.6 Privacy Provision 25 ARTICLE 5 MISCELLANEOUS 29 26 5.1 Redemption and Waiver 29 Termination 26 5.2 Expiration 31 27 5.3 Issuance of New Rights Certificates 31 28 5.4 Supplements and Amendments 31 28 5.5 Fractional Rights and Fractional Common Shares 32 29 5.6 Rights of Action 33 29 5.7 Holder of Rights Not Deemed a Shareholder 33 30 5.8 Notice of Proposed Actions 33 30 5.9 Notices 33 30 5.10 Costs of Enforcement 34 31 5.11 Successors 35 31 5.12 Benefits of this Agreement 35 31 5.13 Descriptive Headings 31 5.14 Governing Law 35 5.14 31 5.15 Language 31 TABLE OF CONTENTS (continued) Page 5.16 Counterparts 35 5.15 32 5.17 Severability 35 5.16 Determinations and Actions by the Board of Directors 35 5.17 32 5.18 Effective Date 35 5.18 Approval of Holders of Rights 35 32 5.19 Shareholder Review 32 5.20 Regulatory Approvals 32 5.21 Declaration as to Non-Canadian and Non-United States U.S. Holders 36 5.20 Regulatory Approvals 36 5.21 33 5.22 Determinations and Actions by the Board of Directors 33 5.23 Rights of the Board of Directors 33 5.24 Time of the Essence 36 Exhibit “A” Form of Rights Certificate 33 AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT THIS AGREEMENTAMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT made as of the 23rd day of September, 2016 (amending and restating the Amended and Restated Shareholder Rights Plan Agreement dated as of April 10September 26, 20242013, IS BY AND which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 2, 2010, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 6, 2007, which amended and restated the Shareholder Rights Plan Agreement dated as of November 1, 2004). BETWEEN: ENERGY FUELS INC. OPEN TEXT CORPORATION, a corporation existing body corporate organized under the laws of the Province of Ontario Canada (hereinafter referred to as the “Corporation”) - and - EQUINITI TRUST COMPANYOF THE FIRST PART COMPUTERSHARE INVESTOR SERVICES INC., LLC a limited liability trust company existing corporation incorporated under the laws of the State of New York Canada (hereinafter referred to as the “Rights Agent”).) OF THE SECOND PART

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement

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