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

ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 33 3.1 Flip-in Event 33 Article 4 THE RIGHTS AGENT 34 4.1 General 34 4.2 Merger, Amalgamation or Consolidation or Change of Name of Rights Agent 35 4.3 Duties of Rights Agent 36 4.4 Change of Rights Agent 38 4.5 Compliance with Anti-Money Laundering Legislation 38 Article 5 MISCELLANEOUS 39 5.1 Redemption and Waiver 39 5.2 Expiration 41 5.3 Issuance of New Rights Certificates 41 5.4 Supplements and Amendments 41 5.5 Fractional Rights and Fractional Shares 43 5.6 Rights of Action 43 5.7 Regulatory Approvals 44 5.8 Declaration as to Non-Canadian or Non-U.S. Holders 44 5.9 Notices 44 5.10 Costs of Enforcement 46 5.11 Successors 46 5.12 Benefits of this Agreement 46 5.13 Governing Law 46 5.14 Severability 46 5.15 Effective Date 46 5.16 Reconfirmation and Approval 46 5.17 Actions by the Board of Directors 47 5.18 Fiduciary Duties of the Directors 47 5.19 Privacy Legislation 47 5.20 Language 47 5.21 Time of the Essence 47 5.22 Execution in Counterparts 48 ATTACHMENT 1 AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT MEMORANDUM OF AGREEMENT, dated as of October 13, 1992, as amended and restated as of April 28, 2022, between TransAlta Corporation (“TransAlta”), a corporation incorporated under the Canada Business Corporations Act, and Computershare Trust Company of Canada, a corporation incorporated under the laws of Canada (the “Rights Agent”) which was appointed successor to AST Trust Company (Canada), a trust company incorporated under the laws of Canada;

Appears in 2 contracts

Samples: Shareholder Rights Plan Agreement (Transalta Corp), Shareholder Rights Plan Agreement (Transalta Corp)

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ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 33 3.1 27 4.1 Flip-in Event 33 Article 4 27 ARTICLE 5 - THE RIGHTS AGENT 34 4.1 28 5.1 General 34 4.2 Merger, 28 5.2 Merger or Amalgamation or Consolidation or Change of Name of Rights Agent 35 4.3 29 5.3 Duties of Rights Agent 36 4.4 Agents 30 5.4 Change of Rights Agent 38 4.5 Compliance with Anti-Money Laundering Legislation 38 Article 5 31 ARTICLE 6 - MISCELLANEOUS 39 5.1 32 6.1 Redemption and Waiver 39 5.2 32 6.2 Expiration 41 5.3 33 6.3 Issuance of New Rights Certificates 41 5.4 Supplements and Amendments 41 5.5 34 6.4 Fractional Rights and Fractional Shares 43 5.6 34 6.5 Supplements and Amendments 34 6.6 Rights of Action 43 5.7 Regulatory Approvals 44 5.8 35 6.7 Declaration as to Non-Canadian or Non-U.S. Holders 44 5.9 36 6.8 Notices 44 5.10 36 6.9 Costs of Enforcement 46 5.11 37 6.10 Successors 46 5.12 37 6.11 Benefits of this Agreement 46 5.13 37 6.12 Governing Law 46 5.14 37 6.13 Counterparts 37 6.14 Severability 46 5.15 38 6.15 Effective Date 46 5.16 Reconfirmation and Approval 46 5.17 Shareholder Confirmation 38 6.16 Rights of Board, Corporation and Offeror 38 6.17 Determinations and Actions by the Board of Directors 47 5.18 Fiduciary Duties of the Directors 47 5.19 Privacy Legislation 47 5.20 Language 47 5.21 38 6.18 Successor Corporations 38 6.19 Time of the Essence 47 5.22 Execution in Counterparts 48 ATTACHMENT 1 AMENDED AND RESTATED 39 6.20 Regulatory Approvals 39 6.21 Compliance with Money Laundering Legislation 39 6.22 Privacy Provision 39 EXHIBIT "A" - Form of Rights Certificate SHAREHOLDER RIGHTS PLAN AGREEMENT MEMORANDUM OF AGREEMENT, dated AGREEMENT made as of October 13the 12th day of June, 1992, as amended and restated as of April 28, 2022, between TransAlta Corporation (“TransAlta”), a corporation incorporated under the Canada Business Corporations Act, and Computershare Trust Company of Canada2013 BETWEEN: QUATERRA RESOURCES INC., a corporation incorporated under the laws of Canada British Columbia (the “Rights Agent”"Corporation") which was appointed successor to AST Trust Company (Canada)OF THE FIRST PART AND: COMPUTERSHARE INVESTOR SERVICES INC., a trust company incorporated corporation existing under the laws of Canada;, as rights agent (the "Rights Agent") OF THE SECOND PART

Appears in 2 contracts

Samples: Shareholder Rights Plan Agreement (Quaterra Resources Inc), Shareholder Rights Plan Agreement (Quaterra Resources Inc)

ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 33 A FLIP-IN EVENT 25 3.1 FlipFLIP-in Event 33 Article IN EVENT 25 ARTICLE 4 THE RIGHTS AGENT 34 26 4.1 General 34 GENERAL 26 4.2 Merger, Amalgamation or Consolidation or Change of Name of Rights Agent 35 MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT 27 4.3 Duties of Rights Agent 36 DUTIES OF RIGHTS AGENT 27 4.4 Change of Rights Agent 38 4.5 Compliance with Anti-Money Laundering Legislation 38 Article CHANGE OF RIGHTS AGENT 29 ARTICLE 5 MISCELLANEOUS 39 30 5.1 Redemption and Waiver 39 REDEMPTION OF RIGHTS 30 5.2 Expiration 41 WAIVER OF FLIP-IN EVENTS 31 5.3 Issuance of New Rights Certificates 41 EXPIRATION 31 5.4 Supplements and Amendments 41 ISSUANCE OF NEW RIGHTS CERTIFICATES 32 5.5 Fractional Rights and Fractional Shares 43 SUPPLEMENTS AND AMENDMENTS 32 5.6 Rights of Action 43 FRACTIONAL RIGHTS AND FRACTIONAL SHARES 33 5.7 Regulatory Approvals 44 RIGHTS OF ACTION 34 5.8 Declaration as to NonHOLDER OF RIGHTS NOT DEEMED A SHAREHOLDER 34 5.9 NOTICE OF PROPOSED ACTIONS 34 5.10 NOTICES 35 5.11 COSTS OF ENFORCEMENT 35 5.12 SUCCESSORS 36 5.13 BENEFITS OF THIS AGREEMENT 36 5.14 GOVERNING LAW 36 5.15 SEVERABILITY 36 5.16 DETERMINATIONS AND ACTIONS BY THE BOARD OF DIRECTORS 36 5.17 REGULATORY APPROVALS 36 5.18 DECLARATION AS TO NON-Canadian or Non-U.S. Holders 44 5.9 Notices 44 5.10 Costs of Enforcement 46 5.11 Successors 46 5.12 Benefits of this Agreement 46 5.13 Governing Law 46 5.14 Severability 46 5.15 Effective Date 46 5.16 Reconfirmation and Approval 46 5.17 Actions by the Board of Directors 47 5.18 Fiduciary Duties of the Directors 47 CANADIAN HOLDERS 36 5.19 Privacy Legislation 47 EFFECTIVE DATE 37 5.20 Language 47 RECONFIRMATION 37 5.21 Time of the Essence 47 TIME OF THE ESSENCE 37 5.22 Execution in Counterparts 48 ATTACHMENT 1 AMENDED AND RESTATED COUNTERPARTS 37 SHAREHOLDER RIGHTS PLAN AGREEMENT MEMORANDUM OF AGREEMENT, SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of October 13November 4, 19922005 between CAMBIOR INC., as amended and restated as a company incorporated under laws of April 28the Province of Quebec, 2022, between TransAlta Corporation (“TransAlta”the "Company"), a corporation incorporated under the Canada Business Corporations Act, and Computershare CIBC Mellon Trust Company of Canada, a corporation incorporated under the laws of Canada (the “Rights Agent”) which was appointed successor to AST Trust Company (Canada)Company, a trust company incorporated existing under the laws of Canada;, as rights agent (the "Rights Agent", which term shall include any successor Rights Agent hereunder).

Appears in 2 contracts

Samples: Shareholder Rights Plan Agreement (Cambior Inc), Shareholder Rights Plan Agreement (Cambior Inc)

ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 33 23 3.1 Flip-in Event 33 Article 23 ARTICLE 4 THE RIGHTS AGENT 34 25 4.1 General 34 25 4.2 Merger, Merger or Amalgamation or Consolidation or Change of Name of Rights Agent 35 25 4.3 Duties of Rights Agent 36 26 4.4 Change of Rights Agent 38 27 4.5 Compliance with Anti-Money Laundering Legislation 38 Article 28 4.6 Privacy Provision 28 ARTICLE 5 MISCELLANEOUS 39 28 5.1 Redemption and Waiver 39 28 5.2 Expiration 41 30 5.3 Issuance of New Rights Certificates 41 30 5.4 Supplements and Amendments 41 30 5.5 Fractional Rights and Fractional Common Shares 43 31 5.6 Rights of Action 43 32 5.7 Regulatory Approvals 44 Holder of Rights Not Deemed a Shareholder 32 5.8 Declaration as to Non-Canadian or Non-U.S. Holders 44 32 5.9 Notices 44 32 5.10 Costs of Enforcement 46 Successors 33 5.11 Successors 46 5.12 Benefits of this Agreement 46 5.13 33 5.12 Governing Law 46 34 5.13 Counterparts 34 5.14 Severability 46 34 5.15 Effective Date 46 34 5.16 Reconfirmation 34 5.17 Determinations and Approval 46 5.17 Actions by the Board of Directors 47 34 5.18 Fiduciary Duties of the Directors 47 5.19 Privacy Legislation 47 5.20 Language 47 5.21 Time of the Essence 47 5.22 Execution in Counterparts 48 ATTACHMENT 1 AMENDED AND RESTATED Regulatory Approvals 35 SHAREHOLDER RIGHTS PLAN AGREEMENT MEMORANDUM OF AGREEMENT, SHAREHOLDER RIGHTS PLAN AGREEMENT dated effective as of October 13, 1992, as amended and restated as of April February 28, 2022, 2013 between TransAlta Corporation (“TransAlta”)ATLANTIC POWER CORPORATION, a corporation incorporated continued under the Canada Business Corporations Act, Act (British Columbia) (the “Corporation”) and Computershare Trust Company of CanadaCOMPUTERSHARE INVESTOR SERVICES INC., a corporation incorporated company existing under the laws of Canada Canada, as rights agent (the “Rights Agent”) which was appointed successor to AST Trust Company (Canada), a trust company incorporated under the laws of Canada;which term shall include any successor Rights Agent hereunder.

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Atlantic Power Corp)

ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 33 A FLIP-IN EVENT 32 3.1 Flip-in Event 33 Article 32 ARTICLE 4 THE RIGHTS AGENT 34 4.1 General 34 4.2 Merger, Merger or Amalgamation or Consolidation or Change of Name of Rights Agent 35 4.3 Duties of Rights Agent 36 35 4.4 Change of Rights Agent 38 37 4.5 Compliance with Anti-Money Laundering Legislation 38 Article 4.6 Privacy Provision 38 ARTICLE 5 MISCELLANEOUS 39 38 5.1 Redemption and Termination of Rights 38 5.2 Waiver of Flip-In Events 39 5.2 5.3 Approval 40 5.4 Expiration 41 5.3 5.5 Issuance of New Rights Certificates 41 5.4 5.6 Supplements and Amendments 41 5.5 5.7 Fractional Rights and Fractional Shares 43 5.6 5.8 Rights of Action 43 5.7 Regulatory Approvals 44 5.8 Declaration as to Non-Canadian or Non-U.S. Holders 44 5.9 Notices 44 5.10 Costs of Enforcement 46 45 5.11 Successors 46 5.12 Benefits of this Agreement 46 5.13 45 5.12 Governing Law 46 and Jurisdiction 45 5.13 Language 45 5.14 Severability 46 45 5.15 Effective Date Coming Into Effect 46 5.16 Reconfirmation and Approval 46 5.17 Determinations and Actions by the Board of Directors 47 46 5.18 Fiduciary Duties Rights of Board of Directors and the Directors 47 Corporation 46 5.19 Privacy Legislation 47 Regulatory Approvals 46 5.20 Language Declaration as to Non-Canadian Holders 47 5.21 Time of the Essence 47 5.22 Successors 47 5.23 Execution in Counterparts 48 ATTACHMENT 1 AMENDED AND RESTATED 47 SHAREHOLDER RIGHTS PLAN AGREEMENT MEMORANDUM OF AGREEMENT, THIS SHAREHOLDER RIGHTS PLAN AGREEMENT is dated as of October 13April 6, 19922018, as amended by Amendment No. 1 dated as of May 5, 2021 and amended and restated as of April 28May 9, 20222024, between TransAlta Corporation (“TransAlta”)2024. BETWEEN: ATHABASCA OIL CORPORATION, a corporation incorporated existing under the Canada Business Corporations Act, laws of the Province of Alberta (the “Corporation”) - and Computershare Trust Company of Canada- COMPUTERSHARE INVESTOR SERVICES INC., a corporation incorporated trust company existing under the laws of Canada and registered to carry on business in the Province of Alberta (the “Rights Agent”) which was appointed successor to AST Trust Company (Canada), a trust company incorporated under the laws of Canada;

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement

ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 33 A FLIP-IN EVENT 30 3.1 Flip-in Event 33 Article 30 ARTICLE 4 THE RIGHTS AGENT 34 31 4.1 General 34 31 4.2 Merger, Merger or Amalgamation or Consolidation or Change of Name of Rights Agent 35 32 4.3 Duties of Rights Agent 36 33 4.4 Change of Rights Agent 38 4.5 Compliance with Anti-Money Laundering Legislation 38 Article 35 ARTICLE 5 MISCELLANEOUS 39 36 5.1 Redemption and Termination of Rights 36 5.2 Waiver 39 5.2 of Flip-In Events 37 5.3 Expiration 41 5.3 38 5.4 Issuance of New Rights Certificates 41 5.4 38 5.5 Supplements and Amendments 41 5.5 38 5.6 Fractional Rights and Fractional Shares 43 5.6 40 5.7 Rights of Action 41 5.8 Holder of Rights Not Deemed a Shareholder 41 5.9 Notice of Proposed Actions 41 5.10 Force Majeure 42 5.11 Notices 42 -i- 5.12 Costs of Enforcement 43 5.7 5.13 Successors 43 5.14 Benefits of this Agreement 43 5.15 Governing Law 43 5.16 Language 43 5.17 Counterparts 43 5.18 Severability 44 5.19 Determinations and Actions by the Board of Directors 44 5.20 Effective Date and Expiration Time 44 5.21 Regulatory Approvals 44 5.8 5.22 Time of the Essence 45 5.23 Declaration as to Non-Canadian or Non-U.S. Holders 44 5.9 Notices 44 5.10 Costs of Enforcement 46 5.11 Successors 46 5.12 Benefits of this Agreement 46 5.13 Governing Law 46 5.14 Severability 46 5.15 Effective Date 46 5.16 Reconfirmation and Approval 46 5.17 Actions by the Board of Directors 47 5.18 Fiduciary Duties of the Directors 47 5.19 Privacy Legislation 47 5.20 Language 47 5.21 Time of the Essence 47 5.22 Execution in Counterparts 48 ATTACHMENT 1 AMENDED AND RESTATED 45 SHAREHOLDER RIGHTS PLAN AGREEMENT MEMORANDUM OF AGREEMENT, SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of October 13July 19, 1992, as amended and restated as of April 28, 2022, 2017 between TransAlta Corporation (“TransAlta”)XXXXX RESOURCES CORP., a corporation incorporated under the Canada Business Corporations Act, and Computershare Trust Company of Canada, a corporation incorporated organized under the laws of Canada British Columbia (the “Corporation”), and COMPUTERSHARE INVESTOR SERVICES INC., a trust company existing under the laws of Canada, as rights agent (the “Rights Agent”) , which was appointed term shall include any successor to AST Trust Company (CanadaRights Agent hereunder), a trust company incorporated under the laws of Canada;.

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement

ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 33 24 3.1 Flip-in In Event 33 Article 24 ARTICLE 4 - THE RIGHTS AGENT 34 26 4.1 General 34 26 4.2 Merger, Amalgamation or Consolidation or Change of Name of Rights Agent 35 26 4.3 Duties of Rights Agent 36 27 4.4 Change of Rights Agent 38 4.5 Compliance with Anti-Money Laundering Legislation 38 Article 28 ARTICLE 5 - MISCELLANEOUS 39 29 5.1 Redemption Redemption, Waiver and Waiver 39 Extension 29 5.2 Expiration 41 30 5.3 Issuance of New Rights Certificates 41 30 5.4 Supplements and Amendments 41 30 5.5 Fractional Rights and Fractional Shares 43 32 5.6 Rights of Action 43 32 5.7 Regulatory Approvals 44 33 5.8 Declaration as to Non-Canadian or Non-U.S. Holders 44 33 5.9 Notices 44 33 5.10 Costs of Enforcement 46 34 5.11 Successors 46 34 5.12 Benefits of this Agreement 46 34 5.13 Governing Law 46 34 5.14 Severability 46 34 5.15 Effective Date 46 35 5.16 Reconfirmation Determinations and Approval 46 5.17 Actions by the Board of Directors 47 35 5.17 Confirmation 35 5.18 Time of the Essence 35 5.19 Compliance with Money Laundering Legislation 35 5.20 Privacy Provision 35 5.21 Execution in Counterparts 36 5.22 Fiduciary Duties of the Directors 47 5.19 Privacy Legislation 47 5.20 36 5.23 Force Majeure 36 5.24 Language 47 5.21 Time of the Essence 47 5.22 Execution in Counterparts 48 36 ATTACHMENT 1 1 FORM OF TRANSFER 3 FORM OF ELECTION TO EXERCISE 5 NOTICE 6 AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT MEMORANDUM OF THIS AGREEMENT, dated as of October 13November 22, 1992, as amended and restated as of April 28, 2022, 2016 is made between TransAlta Corporation Falco Resources Ltd. (the TransAltaCorporation”), a corporation incorporated under the Canada Business Corporations Act, and Computershare Trust Company federal laws of Canada, a corporation incorporated under the laws of Canada and TSX Trust Company (the “Rights Agent”) which was appointed successor to AST Trust Company (Canada), a trust company incorporated existing under the federal laws of CanadaCanada (which term shall include any successor Rights Agent under this Agreement);

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement

ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 33 A FLIP-IN EVENT 25 3.1 Flip-in Event 33 Article 25 ARTICLE 4 - THE RIGHTS AGENT 34 26 4.1 General 34 26 4.2 Merger, Amalgamation or Consolidation or Change of Name of Rights Agent 35 27 4.3 Duties of Rights Agent 36 27 4.4 Change of Rights Agent 38 4.5 Compliance with Anti-Money Laundering Legislation 38 Article 29 ARTICLE 5 - MISCELLANEOUS 39 29 5.1 Redemption and Waiver 39 29 5.2 Expiration 41 31 5.3 Issuance of New Rights Certificates 41 31 5.4 Supplements and Amendments 41 31 5.5 Fractional Rights and Fractional Shares 43 33 5.6 Rights of Action 43 33 5.7 Regulatory Approvals 44 33 5.8 Declaration as to Non-Canadian or Non-U.S. Holders 44 33 5.9 Notices 44 34 5.10 Costs of Enforcement 46 34 5.11 Successors 46 35 5.12 Benefits of this Agreement 46 35 5.13 Governing Law 46 35 5.14 Severability 46 35 5.15 Effective Date 46 and Confirmation 35 5.16 Reconfirmation 35 5.17 Determinations and Approval 46 5.17 Actions by the Board of Directors 47 36 5.18 Fiduciary Duties of the Directors 47 5.19 Privacy Legislation 47 5.20 Language 47 5.21 Time of the Essence 47 5.22 36 5.19 Execution in Counterparts 48 36 ATTACHMENT 1 AMENDED AND RESTATED 37 FORM OF ASSIGNMENT 40 FORM OF ELECTION TO EXERCISE 41 CERTIFICATE 42 NOTICE 42 i SHAREHOLDER RIGHTS PLAN AGREEMENT MEMORANDUM OF AGREEMENT, SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of October 13February 22, 1992, as amended and restated as of April 28, 2022, 2007 between TransAlta Corporation (“TransAlta”)Rxxxxxx Bros. Auctioneers Incorporated, a corporation incorporated under the Canada Business Corporations Act, Act (the ‘Company’) and Computershare Trust Company of CanadaInvestor Services Inc., a corporation incorporated trust company existing under the laws of Canada (the Rights Agent”) which was appointed successor to AST Trust Company (Canada), a trust company incorporated under the laws of Canada;.

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Ritchie Bros Auctioneers Inc)

ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 33 3.1 28 4.1 Flip-in Event 33 Article 4 28 ARTICLE 5 - THE RIGHTS AGENT 34 4.1 30 5.1 General 34 4.2 Merger, 30 5.2 Merger or Amalgamation or Consolidation or Change of Name of Rights Agent 35 4.3 31 5.3 Duties of Rights Agent 36 4.4 Agents 31 5.4 Change of Rights Agent 38 4.5 Compliance with Anti-Money Laundering Legislation 38 Article 5 33 ARTICLE 6 - MISCELLANEOUS 39 5.1 33 6.1 Redemption and Waiver 39 5.2 33 6.2 Expiration 41 5.3 35 6.3 Issuance of New Rights Certificates 41 5.4 Supplements and Amendments 41 5.5 35 6.4 Fractional Rights and Fractional Shares 43 5.6 35 6.5 Supplements and Amendments 35 6.6 Rights of Action 43 5.7 Regulatory Approvals 44 5.8 37 6.7 Declaration as to Non-Canadian or Non-U.S. Holders 44 5.9 37 6.8 Notices 44 5.10 38 6.9 Costs of Enforcement 46 5.11 39 6.10 Successors 46 5.12 39 6.11 Benefits of this Agreement 46 5.13 39 6.12 Governing Law 46 5.14 39 6.13 Counterparts 39 6.14 Severability 46 5.15 39 6.15 Effective Date 46 5.16 Reconfirmation and Approval 46 5.17 Shareholder Confirmation 39 6.16 Rights of Board, Corporation and Offeror 40 6.17 Determinations and Actions by the Board of Directors 47 5.18 Fiduciary Duties of the Directors 47 5.19 Privacy Legislation 47 5.20 Language 47 5.21 40 6.18 Successor Corporations 40 6.19 Time of the Essence 47 5.22 Execution in Counterparts 48 ATTACHMENT 1 AMENDED AND RESTATED 40 6.20 Regulatory Approvals 40 EXHIBIT "A" - Form of Rights Certificate SHAREHOLDER RIGHTS PLAN AGREEMENT MEMORANDUM OF AGREEMENT, dated AGREEMENT made as of October 13the 18th day of June, 1992, as amended and restated as of April 28, 2022, between TransAlta Corporation (“TransAlta”), a corporation incorporated under the Canada Business Corporations Act, and Computershare Trust Company of Canada2008 BETWEEN: QUATERRA RESOURCES INC., a corporation incorporated under the laws of Canada British Columbia (the “Rights Agent”"Corporation") which was appointed successor to AST Trust Company (Canada)OF THE FIRST PART AND: CIBC MELLON TRUST COMPANY, a trust company incorporated existing under the laws of Canada;, as rights agent (the "Rights Agent") OF THE SECOND PART

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Quaterra Resources Inc)

ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 33 29 3.1 Flip-in Event 33 Article 29 ARTICLE 4 THE RIGHTS AGENT 34 30 4.1 General 34 30 4.2 Merger, Merger or Amalgamation or Consolidation or Change of Name of Rights Agent 35 31 4.3 Duties of Rights Agent 36 32 4.4 Change of Rights Agent 38 4.5 Compliance with Anti-Money Laundering Legislation 38 Article 33 ARTICLE 5 MISCELLANEOUS 39 34 5.1 Redemption and Waiver 39 34 5.2 Expiration 41 36 5.3 Issuance of New Rights Certificates 41 36 5.4 Supplements and Amendments 41 36 5.5 Fractional Rights and Fractional Common Shares 43 38 5.6 Rights of Action 43 38 5.7 Regulatory Approvals 44 Holder of Rights Not Deemed a Shareholder 39 5.8 Notice of Proposed Actions 39 5.9 Notices 39 5.10 Costs of Enforcement 40 5.11 Successors 41 5.12 Benefits of this Agreement 41 5.13 Governing Law 41 5.14 Counterparts 41 5.15 Severability 41 5.16 Determinations and Actions by the Board of Directors 41 5.17 Effective Date 42 5.18 Approval of Holders of Rights 42 5.19 Declaration as to Non-Canadian or and Non-U.S. United States Holders 44 5.9 Notices 44 5.10 Costs of Enforcement 46 5.11 Successors 46 5.12 Benefits of this Agreement 46 5.13 Governing Law 46 5.14 Severability 46 5.15 Effective Date 46 5.16 Reconfirmation and Approval 46 5.17 Actions by the Board of Directors 47 5.18 Fiduciary Duties of the Directors 47 5.19 Privacy Legislation 47 42 5.20 Language 47 5.21 Time of the Essence 47 5.22 Execution in Counterparts 48 ATTACHMENT 1 Regulatory Approvals 43 THIS AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT MEMORANDUM OF AGREEMENT, dated is made as of October 13May 10, 19922010, as amended and restated as of April 28, 2022, between TransAlta Corporation (“TransAlta”), a corporation incorporated under the Canada Business Corporations Act, and Computershare Trust Company of CanadaBETWEEN: REVETT MINERALS INC., a corporation incorporated under the laws of Canada (the “Rights AgentCorporation) which was appointed successor to AST Trust Company (Canada), - and - COMPUTERSHARE INVESTOR SERVICES INC., a trust company corporation incorporated under the laws of Canada;the Province of Ontario, as rights agent (the “Rights Agent”)

Appears in 1 contract

Samples: Rights Agreement (Revett Minerals Inc.)

ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 33 26 3.1 Flip-in In Event 33 Article 26 ARTICLE 4 - THE RIGHTS AGENT 34 28 4.1 General 34 28 4.2 Merger, Amalgamation or Consolidation or Change of Name of Rights Agent 35 28 4.3 Duties of Rights Agent 36 29 4.4 Change of Rights Agent 38 30 4.5 Compliance with Anti-Money Laundering Legislation 38 Article 31 4.6 Privacy Provision 31 ARTICLE 5 - MISCELLANEOUS 39 31 5.1 Redemption Redemption, Waiver and Waiver 39 Extension 31 5.2 Expiration 41 34 5.3 Issuance of New Rights Certificates 41 34 5.4 Supplements and Amendments 41 34 5.5 Fractional Rights and Fractional Shares 43 35 5.6 Rights of Action 43 36 5.7 Regulatory Approvals 44 36 5.8 Declaration as to Non-Canadian or Non-U.S. Holders 44 36 5.9 Notices 44 36 5.10 Costs of Enforcement 46 37 5.11 Successors 46 38 5.12 Benefits of this Agreement 46 38 5.13 Governing Law 46 38 5.14 Severability 46 38 5.15 Effective Date 46 38 5.16 Confirmation 38 5.17 Reconfirmation 38 5.18 Determinations and Approval 46 5.17 Actions by the Board of Directors 47 5.18 Fiduciary Duties of the Directors 47 39 5.19 Privacy Legislation 47 5.20 Language 47 5.21 Time of the Essence 47 5.22 39 5.20 Execution in Counterparts 48 39 ATTACHMENT 1 AMENDED AND RESTATED - Form of Rights Certificate Silvercorp/Shareholder Rights Plan SHAREHOLDER RIGHTS PLAN AGREEMENT MEMORANDUM OF THIS AGREEMENT, dated as of October 13August 11, 1992, as amended and restated 2008 (amending the Shareholder Rights Plan as of April 28July 6, 2022, 2005) is made between TransAlta Corporation Silvercorp Metals Inc. (the TransAltaCompany”), a corporation incorporated existing under the Canada Business Corporations Actlaws of British Columbia, and Computershare Trust Company of CanadaInvestor Services Inc., a corporation incorporated company existing under the laws of Canada (the “Rights Agent”) which was appointed successor to AST Trust Company (Canada), a trust company incorporated under the laws of Canada;

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Silvercorp Metals Inc)

ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 33 29 3.1 Flip-in Event 33 Article 29 ARTICLE 4 - THE RIGHTS AGENT 34 31 4.1 General 34 31 4.2 Merger, Merger or Amalgamation or Consolidation or Change of Name of Rights Agent 35 32 4.3 Duties of Rights Agent 36 33 4.4 Change of Rights Agent 38 4.5 Compliance with Anti-Money Laundering Legislation 38 Article 35 ARTICLE 5 - MISCELLANEOUS 39 35 5.1 Redemption and Waiver 39 35 5.2 Expiration 41 38 5.3 Issuance of New Rights Right Certificates 41 38 5.4 Supplements and Amendments 41 38 5.5 Fractional Rights and Fractional Shares 43 40 5.6 Rights of Action 43 41 5.7 Regulatory Approvals 44 41 5.8 Declaration as to Non-Canadian or Non-U.S. Holders 44 41 5.9 Notice of Proposed Actions 41 5.10 Notices 44 5.10 Costs 42 5.11 Cost of Enforcement 46 5.11 43 5.12 Successors 46 5.12 43 5.13 Benefits of this Agreement 46 5.13 43 5.14 Governing Law 46 5.14 43 5.15 Severability 46 5.15 43 5.16 Effective Date 46 5.16 Reconfirmation 44 5.17 Determinations and Approval 46 5.17 Actions by the Board of Directors 47 44 5.18 Fiduciary Duties Rights of the Directors 47 Board, Corporation and Offeror 44 5.19 Privacy Legislation 47 Regulatory Approvals 44 5.20 Language 47 5.21 Time of the Essence 47 5.22 44 5.21 Execution in Counterparts 48 ATTACHMENT 1 AMENDED AND RESTATED 44 SHAREHOLDER RIGHTS PLAN AGREEMENT MEMORANDUM OF AGREEMENT, THIS AGREEMENT dated as of October 13the 25th day of August, 19922005, as amended and restated as on the 29th day of April 28October, 2022, 2008 between TransAlta Corporation Medicure Inc. (the TransAltaCorporation”), a corporation incorporated under the Canada Business Corporations Act, and Computershare Trust Company of Canada, a corporation incorporated under the laws of Canada (the “Rights Agent”) which was appointed successor to AST Trust Company (Canada), a trust company incorporated under the laws of Canada;, as Rights Agent (the “Rights Agent”), which term shall include any successor Rights Agent hereunder.

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Medicure Inc)

ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 33 3.1 32 4.1 Flip-in Event 33 Article 4 32 ARTICLE 5 - THE RIGHTS AGENT 34 4.1 5.1 General 34 4.2 Merger, 5.2 Merger or Amalgamation or Consolidation or Change of Name of Rights Agent 35 4.3 5.3 Duties of Rights Agent 36 4.4 Agents 35 5.4 Change of Rights Agent 37 ARTICLE 6 - MISCELLANEOUS 38 4.5 Compliance with Anti-Money Laundering Legislation 38 Article 5 MISCELLANEOUS 39 5.1 6.1 Redemption and Waiver 39 5.2 38 6.2 Expiration 41 5.3 40 6.3 Issuance of New Rights Certificates 41 5.4 Supplements and Amendments 41 5.5 40 6.4 Fractional Rights and Fractional Shares 43 5.6 40 6.5 Supplements and Amendments 40 6.6 Rights of Action 43 5.7 Regulatory Approvals 44 5.8 42 6.7 Declaration as to Non-Canadian or Holders and Non-U.S. United States Holders 44 5.9 42 6.8 Notices 44 5.10 43 6.9 Costs of Enforcement 46 5.11 44 6.10 Successors 46 5.12 44 6.11 Benefits of this Agreement 46 5.13 44 6.12 Governing Law 46 5.14 44 6.13 Counterparts 44 6.14 Severability 46 5.15 44 6.15 Effective Date 46 5.16 Reconfirmation and Approval 46 5.17 Shareholder Confirmation 44 6.16 Rights of Board, Corporation and Offeror 45 6.17 Determinations and Actions by the Board of Directors 47 5.18 Fiduciary Duties of the Directors 47 5.19 Privacy Legislation 47 5.20 Language 47 5.21 45 6.18 Successor Corporations 45 6.19 Time of the Essence 47 5.22 Execution in Counterparts 48 ATTACHMENT 1 AMENDED AND RESTATED 46 6.20 Regulatory Approvals 46 6.21 Compliance with Money Laundering Legislation 46 6.22 Privacy Provision 46 6.23 Force Majeure 46 EXHIBIT “A” - Form of Rights Certificate SHAREHOLDER RIGHTS PLAN AGREEMENT MEMORANDUM OF AGREEMENT, THIS SHAREHOLDER RIGHTS PLAN AGREEMENT is dated as of October 13June 21, 1992, as amended and restated as of April 28, 2022, between TransAlta Corporation (“TransAlta”), a corporation incorporated under the Canada Business Corporations Act, and Computershare Trust Company of Canada2018. BETWEEN: QUATERRA RESOURCES INC., a corporation incorporated under the laws of Canada British Columbia (the “Corporation”) OF THE FIRST PART AND: COMPUTERSHARE INVESTOR SERVICES INC., a corporation existing under the laws of Canada, as rights agent (the “Rights Agent”) which was appointed successor to AST Trust Company (Canada), a trust company incorporated under the laws of Canada;OF THE SECOND PART

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Quaterra Resources Inc)

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ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 33 29 3.1 Flip-in Event 33 Article 29 ARTICLE 4 THE RIGHTS AGENT 34 31 4.1 General 34 31 4.2 Merger, Merger or Amalgamation or Consolidation or Change of Name of Rights Agent 35 32 4.3 Duties of Rights Agent 36 32 4.4 Change of Rights Agent 38 34 4.5 Compliance with Anti-Money Laundering Legislation 38 Article 35 ARTICLE 5 MISCELLANEOUS 39 35 5.1 Redemption and Waiver 39 35 5.2 Expiration 41 37 5.3 Issuance of New Rights Certificates 41 37 5.4 Supplements and Amendments 41 37 5.5 Fractional Rights and Fractional Common Shares 43 39 5.6 Rights of Action 39 5.7 Holder of Rights Not Deemed a Shareholder 40 5.8 Notice of Proposed Actions 40 5.9 Notices 40 5.10 Costs of Enforcement 41 5.11 Successors 42 5.12 Benefits of this Agreement 42 5.13 Governing Law 42 5.14 Counterparts 42 5.15 Severability 42 5.16 Determinations and Actions by the Board of Directors 42 5.17 Fiduciary Duties of the Directors 42 5.18 Privacy Legislation 43 5.7 Regulatory Approvals 44 5.8 5.19 Effective Date 43 5.20 Approval of Holders of Rights 43 5.21 Declaration as to Non-Canadian or and Non-U.S. United States Holders 44 5.9 Notices 5.22 Regulatory Approvals 44 5.10 Costs of Enforcement 46 5.11 Successors 46 5.12 Benefits of this Agreement 46 5.13 Governing Law 46 5.14 Severability 46 5.15 Effective Date 46 5.16 Reconfirmation and Approval 46 5.17 Actions by the Board of Directors 47 5.18 Fiduciary Duties of the Directors 47 5.19 Privacy Legislation 47 5.20 Language 47 5.21 Time of the Essence 47 5.22 Execution in Counterparts 48 ATTACHMENT 1 AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT MEMORANDUM OF AGREEMENT, dated as of October 13, 1992, as amended and restated THIS AMENDED AND RESTATED AGREEMENT is made as of April 2815, 2022, between TransAlta Corporation (“TransAlta”), a corporation incorporated under the Canada Business Corporations Act, and Computershare Trust Company of Canada2013 BETWEEN: REVETT MINERALS INC., a corporation incorporated under the laws of Canada (the “Rights AgentCorporation) which was appointed successor to AST Trust Company (Canada), - and - COMPUTERSHARE INVESTOR SERVICES INC., a trust company incorporated under the laws of Canada;, as rights agent (the “Rights Agent”)

Appears in 1 contract

Samples: Rights Agreement (Revett Minerals Inc.)

ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 33 A FLIP-IN EVENT 25 3.1 Flip-in Event 33 Article 25 ARTICLE 4 THE RIGHTS AGENT 34 26 4.1 General 34 26 4.2 Merger, Amalgamation Merger or Consolidation or Change of Name of Rights Agent 35 27 4.3 Duties of Rights Agent 36 2728 4.4 Change of Rights Agent 38 4.5 Compliance with Anti-Money Laundering Legislation 38 Article 29 ARTICLE 5 MISCELLANEOUS 39 30 5.1 Redemption and of Rights 30 5.2 Waiver 39 5.2 of Flip-In Events 31 5.3 Expiration 41 5.3 3132 5.4 Issuance of New Rights Certificates 41 5.4 32 5.5 Supplements and Amendments 41 5.5 32 5.6 Fractional Rights and Fractional Shares 43 5.6 33 5.7 Rights of Action 43 5.7 34 5.8 Holder of Rights Not Deemed a Shareholder 34 5.9 Notice of Proposed Actions 34 5.10 Notices 3435 5.11 Costs of Enforcement 35 5.12 Successors 35 5.13 Benefits of this Agreement 35 5.14 Governing Law 3536 5.15 Severability 36 5.16 Determinations and Actions by the Board of Directors 36 5.17 Regulatory Approvals 44 5.8 36 5.18 Declaration as to Non-Canadian or Non-U.S. Holders 44 5.9 Notices 44 5.10 Costs of Enforcement 46 5.11 Successors 46 5.12 Benefits of this Agreement 46 5.13 Governing Law 46 5.14 Severability 46 5.15 36 5.19 Effective Date 46 5.16 Reconfirmation and Time 36 5.20 Termination Prior to Shareholder Approval 46 5.17 Actions by the Board of Directors 47 5.18 Fiduciary Duties of the Directors 47 5.19 Privacy Legislation 47 5.20 Language 47 3637 5.21 Time of the Essence 47 37 5.22 Execution in Counterparts 48 ATTACHMENT 1 37 AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT MEMORANDUM OF AGREEMENT, AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of October 13March 12, 19922010, as amended and restated as of April 2822, 20222010 between LIONS GATE ENTERTAINMENT CORP., between TransAlta Corporation a corporation existing under laws of British Columbia, (the TransAltaCorporation”), a corporation incorporated under the Canada Business Corporations Act, and Computershare Trust Company of CanadaCIBC MELLON TRUST COMPANY, a corporation incorporated trust company existing under the laws of Canada Canada, as rights agent (the “Rights Agent”) , which was appointed term shall include any successor to AST Trust Company (CanadaRights Agent hereunder), a trust company incorporated under the laws of Canada;.

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Lions Gate Entertainment Corp /Cn/)

ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 33 21 3.1 Flip-in Event 33 Article 21 ARTICLE 4 THE RIGHTS AGENT 34 23 4.1 General 34 23 4.2 Merger, Amalgamation or Consolidation or Change of Name of Rights Agent 35 23 4.3 Duties of Rights Agent 36 24 4.4 Change of Rights Agent 38 25 4.5 Compliance with Anti-Money Laundering Legislation 38 Article 26 4.6 Privacy Provision 26 ARTICLE 5 MISCELLANEOUS 39 26 5.1 Redemption and Waiver 39 Termination 26 5.2 Expiration 41 28 5.3 Issuance of New Rights Certificates 41 28 5.4 Supplements and Amendments 41 28 5.5 Fractional Rights and Fractional Shares 43 29 5.6 Rights of Action 43 30 TABLE OF CONTENTS (continued) Page 5.7 Holder of Rights Not Deemed a Shareholder 30 5.8 Notice of Proposed Actions 30 5.9 Notices 31 5.10 Costs of Enforcement 31 5.11 Successors 31 5.12 Benefits of this Agreement 32 5.13 Descriptive Headings 32 5.14 Governing Law 32 5.15 Language 32 5.16 Counterparts 32 5.17 Severability 32 5.18 Effective Date, Confirmation and Shareholder Review 32 5.19 Regulatory Approvals 44 5.8 33 5.20 Declaration as to Non-Canadian or and Non-U.S. Holders 44 5.9 Notices 44 5.10 Costs of Enforcement 46 5.11 Successors 46 5.12 Benefits of this Agreement 46 5.13 Governing Law 46 5.14 Severability 46 5.15 Effective Date 46 5.16 Reconfirmation 33 5.21 Determinations and Approval 46 5.17 Actions by the Board of Directors 47 5.18 Fiduciary Duties of the Directors 47 5.19 Privacy Legislation 47 5.20 Language 47 5.21 Time of the Essence 47 33 5.22 Execution in Counterparts 48 ATTACHMENT 1 AMENDED AND RESTATED Force Majeure 33 SHAREHOLDER RIGHTS PLAN AGREEMENT MEMORANDUM OF AGREEMENT, dated THIS SHAREHOLDER RIGHTS PLAN AGREEMENT made as of October 13the 22nd day of January, 1992, as amended and restated as of April 28, 2022, between TransAlta Corporation (“TransAlta”), a corporation incorporated under the Canada Business Corporations Act, and Computershare Trust Company of Canada2013. BETWEEN: AURIZON MINES LTD., a corporation incorporated under the laws of the Province of British Columbia (hereinafter referred to as the “Corporation”) OF THE FIRST PART COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada (hereinafter referred to as the “Rights Agent”) which was appointed successor to AST Trust Company (Canada), a trust company incorporated under the laws of Canada;OF THE SECOND PART

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Aurizon Mines LTD)

ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 33 A FLIP-IN EVENT 29 3.1 Flip-in Event 33 Article 29 ARTICLE 4 THE RIGHTS AGENT 34 30 4.1 General 34 30 4.2 Merger, Amalgamation or Consolidation or Change of Name of Rights Agent 35 31 4.3 Duties of Rights Agent 36 31 4.4 Change of Rights Agent 38 4.5 Compliance with Anti-Money Laundering Legislation 38 Article 33 ARTICLE 5 MISCELLANEOUS 39 33 5.1 Redemption and Termination of Rights 33 5.2 Waiver 39 5.2 of Flip-In Events 34 5.3 Approval 35 5.4 Expiration 41 5.3 36 5.5 Issuance of New Rights Certificates 41 5.4 36 5.6 Supplements and Amendments 41 5.5 36 5.7 Fractional Rights and Fractional Shares 43 5.6 37 5.8 Rights of Action 43 5.7 38 5.9 Holder of Rights Not Deemed a Shareholder 38 5.10 Notice of Proposed Actions 38 5.11 Notices 38 5.12 Costs of Enforcement 39 5.13 Successors 39 5.14 Benefits of this Agreement 40 5.15 Governing Law 40 5.16 Language 40 5.17 Counterparts 40 5.18 Severability 40 5.19 Determinations and Actions by the Board of Directors 40 5.20 Effective Date and Expiration Time 40 5.21 Regulatory Approvals 44 5.8 41 5.22 Time of the Essence 41 5.23 Declaration as to Non-Canadian or Non-U.S. Holders 44 5.9 Notices 44 5.10 Costs 41 Table of Enforcement 46 5.11 Successors 46 5.12 Benefits of this Agreement 46 5.13 Governing Law 46 5.14 Severability 46 5.15 Effective Date 46 5.16 Reconfirmation and Approval 46 5.17 Actions by the Board of Directors 47 5.18 Fiduciary Duties of the Directors 47 5.19 Privacy Legislation 47 5.20 Language 47 5.21 Time of the Essence 47 5.22 Execution in Counterparts 48 ATTACHMENT 1 Contents AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT MEMORANDUM OF AGREEMENT, AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of October 13May 4, 19922016 between AGRIUM INC., as amended and restated as a corporation organized under the laws of April 28, 2022, between TransAlta Corporation Canada (the TransAltaCorporation”), a corporation incorporated under the Canada Business Corporations Act, and Computershare Trust Company of CanadaCST TRUST COMPANY, a corporation incorporated under the laws of Canada Canada, as rights agent (the “Rights Agent”) , which was appointed term shall include any successor to AST Trust Company (CanadaRights Agent hereunder), a trust company incorporated under amending and restating the laws Amended and Restated Shareholder Rights Plan Agreement dated as of Canada;April 9, 2013, between the Corporation and the Rights Agent.

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Agrium Inc)

ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 33 A FLIP-IN EVENT 23 3.1 Flip-in Event 33 Article 23 ARTICLE 4 - THE RIGHTS AGENT 34 24 4.1 General 34 24 4.2 Merger, Amalgamation or Consolidation or Change of Name of Rights Agent 35 25 4.3 Duties of Rights Agent 36 26 4.4 Change of Rights Agent 38 4.5 Compliance with Anti-Money Laundering Legislation 38 Article 27 ARTICLE 5 - MISCELLANEOUS 39 28 5.1 Redemption and Waiver 39 28 5.2 Expiration 41 29 5.3 Issuance of New Rights Certificates 41 29 5.4 Supplements and Amendments 41 29 5.5 Fractional Rights and Fractional Shares 43 31 5.6 Rights of Action 43 31 5.7 Regulatory Approvals 44 31 5.8 Declaration as to Non-Canadian or Non-U.S. Holders 44 31 5.9 Notices 44 32 5.10 Costs of Enforcement 46 33 5.11 Successors 46 33 5.12 Benefits of this Agreement 46 33 5.13 Governing Law 46 33 5.14 Severability 46 33 5.15 Effective Date 46 and Confirmation 33 5.16 Reconfirmation 33 5.17 Determinations and Approval 46 5.17 Actions by the Board of Directors 47 34 5.18 Fiduciary Duties of the Directors 47 5.19 Privacy Legislation 47 5.20 Language 47 5.21 Time of the Essence 47 5.22 34 5.19 Execution in Counterparts 48 ATTACHMENT 1 AMENDED AND RESTATED 34 SHAREHOLDER RIGHTS PLAN AGREEMENT MEMORANDUM OF AGREEMENT, SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of October 13January 8, 19922008 between XxxXxxxxx, as amended Xxxxxxxxx and restated as of April 28, 2022, between TransAlta Corporation (“TransAlta”)Associates Ltd., a corporation incorporated under the Canada Business Corporations Act, Act (the “Company”) and Computershare Trust Company of CanadaInvestor Services Inc., a corporation incorporated company existing under the laws of Canada (the “Rights Agent”) which was appointed successor to AST Trust Company (Canada), a trust company incorporated under the laws of Canada;.

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Macdonald Dettwiler & Associates LTD)

ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 33 A FLIP-IN EVENT 19 3.1 Flip-in Event 33 Article 19 ARTICLE 4 THE RIGHTS AGENT 34 20 4.1 General 34 20 4.2 Merger, Amalgamation Merger or Consolidation or Change of Name of Rights Agent 35 21 4.3 Duties of Rights Agent 36 21 4.4 Change of Rights Agent 38 4.5 Compliance with Anti-Money Laundering Legislation 38 Article 22 ARTICLE 5 MISCELLANEOUS 39 23 5.1 Redemption and of Rights 23 5.2 Waiver 39 5.2 of Flip-In Events 24 5.3 Expiration 41 5.3 24 5.4 Issuance of New Rights Certificates 41 5.4 24 5.5 Supplements and Amendments 41 5.5 25 5.6 Fractional Rights and Fractional Shares 43 5.6 26 5.7 Rights of Action 43 5.7 26 5.8 Holder of Rights Not Deemed a Shareholder 26 5.9 Notice of Proposed Actions 26 5.10 Notices 27 5.11 Costs of Enforcement 27 5.12 Successors 27 5.13 Benefits of this Agreement 27 5.14 Governing Law 27 5.15 Severability 28 5.16 Determinations and Actions by the Board of Directors 28 5.17 Regulatory Approvals 44 5.8 28 5.18 Declaration as to Non-Canadian or Non-U.S. Holders 44 5.9 Notices 44 5.10 Costs of Enforcement 46 5.11 Successors 46 5.12 Benefits of this Agreement 46 5.13 Governing Law 46 5.14 Severability 46 5.15 28 5.19 Effective Date 46 5.16 Reconfirmation and Time 28 5.20 Termination Prior to Shareholder Approval 46 5.17 Actions by the Board of Directors 47 5.18 Fiduciary Duties of the Directors 47 5.19 Privacy Legislation 47 5.20 Language 47 28 5.21 Time of the Essence 47 28 5.22 Execution in Counterparts 48 ATTACHMENT 1 AMENDED AND RESTATED 28 SHAREHOLDER RIGHTS PLAN AGREEMENT MEMORANDUM OF AGREEMENT, SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of October 13March 12, 19922010 between LIONS GATE ENTERTAINMENT CORP., as amended and restated as a corporation existing under laws of April 28British Columbia, 2022, between TransAlta Corporation (the TransAltaCorporation”), a corporation incorporated under the Canada Business Corporations Act, and Computershare Trust Company of CanadaCIBC MELLON TRUST COMPANY, a corporation incorporated trust company existing under the laws of Canada Canada, as rights agent (the “Rights Agent”) , which was appointed term shall include any successor to AST Trust Company (CanadaRights Agent hereunder), a trust company incorporated under the laws of Canada;.

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Lions Gate Entertainment Corp /Cn/)

ADJUSTMENTS TO THE RIGHTS IN THE EVENT. OF CERTAIN TRANSACTIONS 33 26 3.1 Flip-in In Event 33 Article 26 ARTICLE 4 - THE RIGHTS AGENT 34 28 4.1 General 34 28 4.2 Merger, Amalgamation or Consolidation or Change of Name of Rights Agent 35 28 4.3 Duties of Rights Agent 36 29 4.4 Change of Rights Agent 38 30 4.5 Compliance with Anti-Money Laundering Legislation 38 Article 31 4.6 Privacy Provision 31 ARTICLE 5 - MISCELLANEOUS 39 31 5.1 Redemption Redemption, Waiver and Waiver 39 Extension 31 5.2 Expiration 41 34 5.3 Issuance of New Rights Certificates 41 34 5.4 Supplements and Amendments 41 34 5.5 Fractional Rights and Fractional Shares 43 35 5.6 Rights of Action 43 36 5.7 Regulatory Approvals 44 36 5.8 Declaration as to Non-Canadian or Non-U.S. Holders 44 36 5.9 Notices 44 36 5.10 Costs of Enforcement 46 37 5.11 Successors 46 38 5.12 Benefits of this Agreement 46 38 5.13 Governing Law 46 38 5.14 Severability 46 38 5.15 Effective Date 46 38 5.16 Confirmation 38 5.17 Reconfirmation 38 5.18 Determinations and Approval 46 5.17 Actions by the Board of Directors 47 5.18 Fiduciary Duties of the Directors 47 39 5.19 Privacy Legislation 47 5.20 Language 47 5.21 Time of the Essence 47 5.22 39 5.20 Execution in Counterparts 48 39 ATTACHMENT 1 - Form of Rights Certificate AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT MEMORANDUM OF THIS AGREEMENT, dated as of October 13September 23, 1992, as amended and restated 2011 (amending the Shareholder Rights Plan dated as of April 28August 11, 2022, 2008) is made between TransAlta Corporation Silvercorp Metals Inc. (the TransAltaCompany”), a corporation incorporated existing under the Canada Business Corporations Actlaws of British Columbia, and Computershare Trust Company of CanadaInvestor Services Inc., a corporation incorporated company existing under the laws of Canada (the “Rights Agent”) which was appointed successor to AST Trust Company (Canada), a trust company incorporated under the laws of Canada;

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Silvercorp Metals Inc)

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